EX-10.1






Board of Directors Compensation Policy

December 14, 2012




Policy Information




	 	 	 
	Document Title:

	 	Board of Directors Compensation Policy
	Content Owner:

	 	Director of Human Resources and

Administration
	Certification of Compliance Contact:

	 	N/A
	Policy Category:

	 	FHLBank Policy
	FHLBank-Level Approver:

	 	Policy Oversight Group
	Board-Level Approver:

	 	Full Board (Compensation)
	Review Frequency:

	 	Annually
	Initial Effective Date:

	 	01/01/2010
	Last POG Approval Date:

	 	11/28/2012
	Next Review Date:

	 	12/2013











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Introduction



This FHLBank Policy, governed by the board of directors (board), governs the compensation of
individuals serving as directors of the Federal Home Loan Bank of Topeka (FHLBank). Section 7(i)
of the Federal Home Loan Bank Act and 12 U.S.C. §1261.22 require the board annually to adopt a
written compensation policy to provide for the payment of reasonable compensation and expenses to
the directors for the time required of them in performing their duties as directors.



Purpose



Directors should be reasonably compensated for the time and effort exerted in the performance of
their duties as a director of FHLBank. This policy establishes reasonable compensation for the
activities and functions for which director attendance or participation is necessary and provides
compensation reflecting the total amount of time a director has spent on FHLBank business.
Differentials in meeting attendance fees for the chair, vice chair and the various committee chairs
shall reflect the additional responsibility assumed by these directors.



Scope



Directors shall be compensated based on attendance at board meetings and the director’s performance
of official FHLBank business.



Policy



1. Compensation. Individuals serving as directors of FHLBank shall be paid a meeting fee
for each day in physical attendance at a regular meeting of the board and shall receive no other
compensation from FHLBank other than reimbursement of expenses. The following table illustrates the
maximum annual compensation to be paid to various board member positions. The daily meeting fee
shall be the maximum in the table below divided by six.



	 	 	 	 	 
	Position	 	Maximum Annual Compensation
	Director
	 	$	75,000	 
	Vice Chair of Board
	 	$	85,000	 
	Chair of Board
	 	$	100,000	 
	Audit Committee Chair
	 	$	85,000	 
	Compensation Committee Chair
	 	$	85,000	 
	Operations Committee Chair
	 	$	85,000	 
	Housing and Governance Committee Chair
	 	$	85,000	 
	Risk Oversight Chair
	 	$	85,000	 






The maximum annual compensation amounts are based on an evaluation of McLagan market research data,
a fee comparison among the FHLBanks and the board’s assessment of appropriate and comparable pay
that will allow the FHLBank to recruit and retain highly qualified directors.



2. Adjustments in Compensation. Only fees that reflect performance of official FHLBank
business shall be paid to a director. This Policy is structured to allow decreases in compensation
to reflect lesser attendance or performance at board or committee meetings during a given year.



In addition to the compensation structure and potential reductions from the maximum annual
compensation as set forth in paragraph 1, the Chair of the Compensation Committee shall have the
authority, in his or her sole discretion, to recommend that the board reduce the compensation of
any director to reflect lesser attendance or performance at board or committee meetings during a
given year. The Chair of the board shall have the authority, in his or her sole discretion, to
recommend that the board reduce the compensation of the Chair of the Compensation Committee to
reflect lesser attendance or performance at board or committee meetings during a given year. If the
Chair of the Compensation Committee or the Chair of the board, as appropriate, determines that the
compensation paid to a director does not reflect the director’s performance of official FHLBank
business, the Chair of the Compensation Committee or the Chair of the board, as appropriate, may
recommend that the board authorize a clawback of that director’s compensation in an amount to be
determined by the board.



The Chair of the Compensation Committee shall have the authority, in his or her sole discretion, to
recommend that the board provide compensation to a director(s) who is not in physical attendance at
a regular meeting of the board, but attends via teleconference, due to extreme circumstances, such
as a natural disaster or a severe illness. The Chair of the board shall have the authority, in his
or her sole discretion, to recommend that the board provide compensation to the Chair of the
Compensation Committee if he or she is not in physical attendance at a regular meeting of the
board, but attends via teleconference, due to extreme circumstances, such as a natural disaster or
a severe illness.



On a quarterly basis, the Chair of the Compensation Committee and the Chair of the board shall
review attendance records, as prepared by the corporate secretary, and shall use those records, in
addition to considering director performance, when determining whether to recommend the board
reduce or clawback a director’s compensation.



3. Number of Meetings. The board shall hold at least six regular board meetings per year.
Special meetings of the board may be held as provided in the FHLBank’s bylaws.



4. Reimbursement of Expenses. Directors shall be entitled to reimbursement for all
necessary and reasonable travel, subsistence and other related expenses incurred in connection with
the performance of their official duties as provided in the Directors and Executive Officers Travel
Policy, except that directors may not be paid for gift or entertainment expenses.



Policy Review



This policy shall be reviewed annually and revised as needed by the Director of Human Resources and
Administration. Following such review, the policy shall be submitted for review and approval by the
Policy Oversight Group. In the event of any revisions to the Policy, such revisions shall be
submitted for review and approval by the Compensation committee and the board, which shall occur no
less than annually.




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