CHARTER OF THE AUDIT COMMITTEE 

OF THE BOARD OF DIRECTORS 

OF THE 

FEDERAL HOME LOAN MORTGAGE CORPORATION 

Effective April 10, 2024 

Organization, Membership Requirements and Committee Processes 

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of the Federal 

Home Loan Mortgage Corporation (“Freddie Mac”) shall consist of at least three members 

appointed by the Board, following notice to the Federal Housing Finance Agency, as 

Conservator of Freddie Mac (the “Conservator”), all of whom are financially literate and 

including at least one “audit committee financial expert”, as defined in the regulations of the 

Securities and Exchange Commission (the “SEC”). Each member of the Committee shall be 

independent under the standards set forth in Freddie Mac’s Corporate Governance Guidelines 

(the “Guidelines”), as well as under the listing standards of the New York Stock Exchange 

(“NYSE”), including under any such listing standards applicable to audit committee members. 

The membership of the Committee shall otherwise comply with all applicable laws, regulations 

and NYSE listing standards. One member of the Committee shall be designated by the Board 

as the Chair of the Committee. 

The Committee Chair shall report regularly to the Board on the Committee’s activities and 

minutes of the Committee’s meetings shall be submitted to the Board. 

Committee meetings shall include regular sessions with management, the internal auditors 

and the independent public accountants, and periodic separate executive sessions with the 

internal auditors, including the General Auditor, the independent public accountants, the Chief 

Compliance Officer, the Chief Financial Officer and the Chief Executive Officer. 

The members of the Committee shall have access to any employee of Freddie Mac, and 

subject to the approval of the Conservator in accordance with the section below titled 

“Conservator Approval,” shall have the authority to engage outside consultants or advisors 

including, but not limited to, attorneys, accountants, auditors and management consultants, as 

the Committee may deem appropriate to fulfill its responsibilities. Freddie Mac shall provide 

appropriate funding for the retention of the independent public accountants and any such 

consultants or advisors, and for other necessary and appropriate administrative expenses of 

the Committee, all as determined by the Committee. The General Auditor shall have access to 

members of the Committee without the need for prior senior management knowledge or 

approval. 

The Chair of the Committee will collaborate with the Chairs of any of the other Board 

committees when necessary or desirable to facilitate each of the Board committees in fulfilling 

their respective responsibilities. The Committee may meet in joint session with any other 

Board committee to discuss matters that are pertinent to both Committees. 

To the extent consistent with applicable laws, regulations, NYSE listing standards and 

conservatorship orders, the Committee responsibilities listed below may, in the alternative, be 

satisfied by actions of the full Board or by another Board committee acting at the direction of the 

Board or the Board's Chair. 
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April 10, 2024 

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Purposes, Powers, Duties and Responsibilities of the Committee 

Pursuant to the authority granted to it by the Board, the Committee is hereby charged with the 

following authority and responsibilities: 

1. Financial Statements and Disclosure: To oversee the integrity of Freddie Mac’s financial 

statements and disclosures, including: 

(a) to review, with the independent public accountants and the Chief Financial Officer, the 

impact on financial reporting of any significant financial accounting, regulatory or 

federal income tax matters, changes or disputes affecting Freddie Mac’s financial 

statements (including critical accounting policies and practices used, which include 

management judgments and estimates, and alternative accounting treatments), and to 

assure that Freddie Mac has policies in place to notify the Federal Housing Finance 

Agency (“FHFA”) of any accounting treatments or policies identified as having a 

significant legal, reputational, or safety and soundness risk, with a focus on accounting 

treatments or policies that do not employ generally accepted accounting principles or 

preferred methods; 

(b) to review, with the independent public accountants and the Chief Financial Officer, drafts 

of Freddie Mac’s quarterly condensed financial statements and annual financial 

statements, including Management’s Discussion and Analysis of Financial Condition and 

Results of Operations, and the independent public accountants’ reports on the financial 

statements and, if appropriate, to recommend to the Board that the audited annual 

financial statements be included in applicable securities disclosure filings; 

(c) to review other significant Freddie Mac financial disclosure matters as identified by the 

Chief Financial Officer, the Disclosure Committee or the independent public 

accountants; and 

(d) to review, with the Chief Financial Officer, drafts of Freddie Mac’s earnings press 

releases and the types of information to be disclosed, and the types of presentations to 

be made, in any earnings guidance provided to analysts and rating agencies. 

2. Committee Report: To oversee preparation of and to review and approve the report required 

by Item 407(d)(3)(i) of Regulation S-K for inclusion in Freddie Mac’s securities disclosure 

filings, in accordance with applicable SEC requirements. 

3. Disclosure Controls and Procedures and Internal Control Over Financial Reporting: To 

review, with the Chief Financial Officer, General Auditor, and independent public 

accountants, 

(a) the adequacy and effectiveness of Freddie Mac’s disclosure controls and procedures and 

internal control over financial reporting, including any significant deficiencies or material 

weaknesses in the design or operation of, and any material changes in, internal control over 

financial reporting, any special audit procedures adopted in light of any such significant 

deficiencies or material weaknesses, and any fraud involving management or other 

employees with a significant role in such controls; (b) any significant findings or 
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recommendations by the independent public accountants, the General Auditor or the 

Disclosure Committee with respect to Freddie Mac’s disclosure controls and procedures or 

internal control over financial reporting, and management’s responses to any such findings or 

recommendations; and (c) the independent public accountants’ report on the effectiveness of 

Freddie Mac’s internal control over financial reporting. 

4. Independent Public Accountants: To appoint and to oversee the performance of, and 

relationship with, the independent public accountants, who shall report directly to, and 

be ultimately accountable to, the Committee, including: 

(a) subject to the approval of the Conservator to the extent such approval is required by the 

Conservator, to appoint, evaluate and, as the Committee may deem it appropriate, 

terminate and replace the independent public accountants, in accordance with 

applicable legal and supervisory requirements and written FHFA guidance, including as 

they relate to conflicts of interest, rotation of audit partners and consideration of periodic 

rotation of the independent public accountants; 

(b) to review and evaluate annually the performance of the lead engagement partner of the 

independent public accountants, and to oversee the rotation of audit engagement team 

lead partners as required by law, rules, regulations and written guidance of the SEC 

and FHFA; 

(c) to pre-approve any audit services, and any non-audit services permitted under 

applicable law, to be performed by the independent public accountants and any 

affiliates, and the related amount of professional fees. (The Committee may designate 

one or more members of the Committee to pre-approve services below a predetermined 

authorization level and to report such pre-approval at the next scheduled Committee 

meeting); 

(d) to approve the independent public accountants’ proposed integrated audit scope and 

approach; 

(e) to review with the independent public accountants and, as the Committee deems 

appropriate, with management, the conduct of the annual integrated audit, including any 

audit problems or difficulties and management’s response, the management letter and 

management’s responses to the letter, critical audit matters and other matters that may 

be required by applicable regulations or professional standards to be discussed between 

the Committee and the independent public accountants, any other material 

communications between the independent public accountants and management, 

including any such communications required by applicable professional standards and 

written FHFA guidance, and any other matters the Committee may deem appropriate; 

(f) to oversee the resolution of any disagreements between management and the 

independent public accountants concerning financial reporting; 

(g) to obtain and review, at least annually, a formal written statement by the independent 

public accountants delineating all relationships between the independent public 

accountants and Freddie Mac, to discuss with the independent public accountants any 
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disclosed relationships or services that may affect the objectivity and independence of the 

independent public accountants and to take appropriate action in response to the 

independent public accountants’ statement to satisfy itself as to the continuing independence 

of the independent public accountants; and 

(h) to obtain and review, at least annually, a report by the independent public accountants 

describing the firm’s internal quality-control procedures and any material issues raised 

by the most recent internal quality-control review, or peer review, of the firm, or by any 

inquiry, investigation or inspection by governmental or professional authorities, including 

the Public Company Accounting Oversight Board, within the preceding five years, 

respecting one or more independent audits carried out by the firm, and any steps taken 

to deal with any such issues. 

5. Employees of Independent Public Accountants: To establish clear hiring policies for 

employees or former employees of the independent public accountants. 

6. Consultation with Other Accounting Firms: To obtain and review reports from management 

and the independent public accountants, as required by applicable auditing standards, 

concerning any consultation by Freddie Mac with accounting firms other than the 

independent public accountants about significant auditing or accounting matters where the 

auditor has identified a concern regarding such matters. 

7. Internal Audit Division: To oversee the performance of, and receive reports from, the Internal 

Audit Division, including: 

(a) to review annually, approve any substantive changes to, and at least every three 

years reapprove, the Charter for the Internal Audit Division; 

(b) subject to the approval of the Conservator to the extent required, to hire or remove the 

General Auditor, who shall report directly to and be accountable to the Committee, and 

to oversee succession planning for the General Auditor; 

(c) to approve the annual performance objectives for the Internal Audit Division, to evaluate 

the Internal Audit Division’s performance in light of those objectives and to approve, 

based on such performance, the annual incentive funding level for the incentive 

compensation for the Internal Audit Division, with input from the Compensation 

Committee; 

(d) at least annually, to evaluate the performance and any conflicts of interest of the 

General Auditor and to approve the General Auditor’s compensation based on the Audit 

Committee’s assessment of the General Auditor’s performance and input from the 

Compensation Committee; 

(e) to approve and evaluate the annual plan, budget, organization and staffing for the 

Internal Audit Division for the upcoming year, including any significant amendments to 

such plan or budget, taking into account Freddie Mac’s risks, size, scale, complexity of 

operations, pace of innovation and financial standing; 
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(f) to periodically review and approve Internal Audit’s audit methodology, including any 

significant changes thereto; 

(g) to review, with the General Auditor, the results of audits completed since the previous 

report and the status of the internal audit plan; 

(h) to receive periodic reports from the General Auditor on Internal Audit’s activities and 

performance, Internal Audit’s assessment of significant risk exposures and control 

issues, corporate governance issues and other matters needed or requested by the 

Committee and senior management; and 

(i) to assess, at least annually, the effectiveness of the Internal Audit Division in light of its 

Charter, its annual plan, and applicable professional standards. 

8. Compliance with Legal and Regulatory Requirements: To assist the Board in its oversight of 

Freddie Mac’s compliance with legal and regulatory requirements and written supervisory 

guidance, including by: 

(a) reviewing with the Chief Compliance Officer Freddie Mac’s compliance with legal and 

regulatory requirements and meeting at least annually with the Chief Compliance Officer 

in executive session; 

(b) adopting and maintaining procedures for the submission, receipt, retention and 

treatment of complaints concerning accounting, internal accounting controls or auditing 

matters (including confidential, anonymous complaints by employees), or such other 

complaints as may come before the Committee, and overseeing the resolution of such 

complaints; 

(c) taking action, as the Committee deems appropriate, to investigate and respond to any 

report of evidence of a material violation of federal or state securities law, material 

breach of fiduciary duty or other similar violation of federal or state law; 

(d) obtaining from the Chief Compliance Officer, the General Auditor, inside or outside 

counsel, or any other internal or external party who investigates any complaint or report 

as specified in (b) or (c) above, a report concerning the issues, status, and resolution of 

the complaint or report; 

(e) reviewing, at least annually, Freddie Mac’s compliance with reporting requirements of 

FHFA; and 

(f) meeting with representatives of FHFA as required. 

9. Codes of Conduct: With respect to Freddie Mac’s Codes of Conduct: 

(a) to approve material amendments to the Code of Conduct for Freddie Mac Employees 

(the “Employee Code”) and to report to the Board at least annually on such 

amendments; 

(b) to recommend to the Board, as may be appropriate, material changes to the Code of 

Conduct for Members of Freddie Mac’s Board of Directors (the “Director Code”); and 
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(c) to review any significant violations of the Employee Code and the Director Code that 

have been communicated to the Committee by the Chief Compliance Officer and to 

approve any waivers of the Employee Code for executive officers. 

10. Litigation: To review with Freddie Mac’s General Counsel, at least annually, the status of 

litigation in which Freddie Mac is involved, with such review to be more frequent in the 

case of litigation which is expected to have a significant impact on Freddie Mac’s financial 

statements. 

11. Risk Assessment and Risk Management: With respect to risk assessment and risk 

management, to review periodically, but at least annually, with the Chief Financial Officer, 

the Chief Enterprise Risk Officer, and other members of management, as appropriate: 

(a) management’s guidelines and policies governing the processes for assessing and 

managing Freddie Mac’s risks; and 

(b) Freddie Mac’s major financial risk exposures (including but not limited to market, credit 

and operational risks) and the steps management has taken to monitor and control such 

exposures. 

12. Detection and Prevention of Fraud: To oversee management’s development and 

implementation of systems and programs for the detection and prevention of fraud, 

including any necessary reporting to FHFA. 

13. FHFA and Other Government Reports: To review the annual reports of examination of 

FHFA regarding the safety and soundness of Freddie Mac, and the findings and 

conclusions of any investigations of Freddie Mac or its operations produced by any 

governmental entity. 

14. Sustainability Reporting: To review and approve the publication of the Company’s annual 

Sustainability Report, and review and discuss with management any other significant 

sustainability reporting and disclosures, as determined by management, including any 

related assurance provided by the independent public accountants or other external 

auditor. 

15. Committee Operations and Charter: At least annually, to: 

(a) review, under the oversight of the Nominating and Governance Committee, this 

Committee’s performance, including review of its structure and operations (including 

authority to delegate to subcommittees), its process for reporting to the Board, and the 

process for determining the membership of the Committee (including qualifications for 

Committee membership); 

(b) review and reassess the adequacy of the Committee’s Charter on an annual basis 

and recommend for approval by the Board any changes that it deems appropriate; 

and 

(c) provide the Committee’s Charter to the Board for reapproval at least every three 

years. 
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April 10, 2024 

Page 7 

16. Common Securitization Solutions, LLC (“CSS”) Internal Audit: In accordance with FHFA 

guidance relating to oversight of the Internal Audit division of CSS, approve the 

Governance of the CSS Internal Audit Policy and any recommended changes to that 

policy and exercise the Committee oversight responsibilities set forth in the policy. 

17. Other Duties: To perform such other duties as may from time to time be assigned by the 

Board, including as set forth in the Guidelines, or requested by the Non-Executive Chair. 

18. Conservator Approval: Board or Committee action and Conservator approval shall be 

required for any matter that is designated by the Conservator as requiring such approval.