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Confidential Commercial Information. Confidential Treatment and FOIA Exemption Requested.

Community Responsibility and Sustainability Committee Charter

1. Members. The Community Responsibility and Sustainability Committee (the 

“Committee”) shall consist of at least three members of the Board of Directors (the “Board”) of 

Fannie Mae (the “Company”). Committee members shall be appointed by the Board upon the 

Nominating and Corporate Governance Committee’s recommendation and may be removed by 

the Board in its discretion. 

2. Duties to the Conservator. The directors of the Company serve on behalf of the Federal 

Housing Finance Agency, as Conservator of the Company, and shall exercise authority as 

directed by the Conservator. The Committee shall consult with and obtain approval of the 

Conservator before taking those actions indicated in Section 6 below as being subject to the 

Conservator's approval and shall otherwise consult with the Conservator as appropriate. 

 3. Purpose of the Committee. The purpose of the Committee shall be to assist the Board 

in overseeing the Company's development, planning, implementation, performance, and 

execution of significant initiatives and activities related to the enterprise’s environmental, social 

and governance strategy (“ESG”) including access to credit, affordable housing, climate 

resiliency, addressing systemic bias to facilitate sustainable homeownership by African 

Americans and other minorities, and sustainability. The Committee shall further assist the Board 

in overseeing the Company’s fair lending program. For the avoidance of doubt, notwithstanding 

anything in this charter, each other Committee of the Board shall continue to have the 

responsibilities and duties as provided in its respective charter, which include, among other 

matters, oversight of: risk (including climate risk), corporate governance, employee and supplier 

programs, and diversity and inclusion. 

4. Duties and Responsibilities of the Committee. Subject to prudentially balancing the risk, 

return, and potential outcomes, this Committee shall: 

 i. Oversee the planning and implementation of key initiatives and activities related to 

supporting communities including: Housing Goals and Duty to Serve objectives, and 

initiatives to increase sustainable access to credit; 

 ii. Oversee key initiatives and activities related to sustainability and climate resiliency 

including green financing and helping communities become resilient to and recover from 

natural disasters; 

 iii. Oversee key initiatives and activities to support (a) the sustainable expansion of access 

to affordable housing, including the creation of increased affordable housing supply and 

the preservation of existing affordable housing, (b) housing stability, (c) the development 

of industry solutions to increase access to housing by people of color, (d) addressing 

systemic bias in housing, and (e) sustainable homeownership by people of color; 

 iv. Oversee key initiatives and activities related to increasing access to high quality singlefamily and multifamily housing in healthy, sustainable, and thriving communities; 

 v. Oversee the Company’s formulation, execution, and integration of an enterprise ESG 

strategy with reference to best practices and within the framework of the Company’s 

Charter and conservatorship status; 
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Confidential Commercial Information. Confidential Treatment and FOIA Exemption Requested.

vi. Oversee key initiatives and activities through which the Company plays the role of 

convener and uses its fact-based research and data to encourage, incent, and support 

innovation, creativity, and best practices with respect to access to credit, affordable 

housing, sustainability, and other ESG objectives; and 

 vii. Review periodic reports from management or for public disclosure regarding 

performance of significant activities related to execution against the Company’s ESG 

strategy and initiatives, including but not limited to access to credit, affordable housing, 

climate resiliency, and sustainability, which reporting shall include quantitative and 

qualitative metrics that provide insights and measure progress. 

viii. Oversee the Company’s fair lending program and key initiatives and activities related 

thereto. 

5. Annual Review. The Committee will annually evaluate the performance of the 

Committee and the adequacy of its charter. 

6. Outside Advisors. Subject to the Conservator's approval as appropriate, the Committee 

shall have the authority to retain and terminate such outside legal counsel as it determines 

appropriate to assist it in the full performance of its functions. The Committee shall also have sole 

authority to retain and terminate such other experts and advisors as it deems appropriate to assist 

it in the full performance of its functions and approve any such experts' or advisors' fees and other 

retention terms. The Company shall provide for appropriate funding, as determined by the 

Committee, for payment of compensation to any advisor retained by the Committee. 

 7. Meetings. The Committee shall meet as often as may be deemed necessary or 

appropriate in its judgment, but not less than three times per year, either in person or by means 

of a conference call or similar communications equipment providing a means by which all persons 

participating in the meeting can hear each other, and at such times and places as the Committee 

shall determine. The Committee shall make regular reports to the Board on its activities and make 

recommendations as appropriate. These reports will generally occur after each Committee 

meeting or at such other times as the Committee deems appropriate. 

 8. Subcommittees. In its discretion, the Committee may establish and delegate 

responsibilities to subcommittees consisting of one or more members, who shall report on their 

activities to the Committee. 

 

 

Charter Last Approved: September 6, 2023