CHARTER OF THE OPERATIONS AND TECHNOLOGY COMMITTEE 

OF THE BOARD OF DIRECTORS 

OF THE 

FEDERAL HOME LOAN MORTGAGE CORPORATION 

Effective October 24, 2023 

Organization, Membership Requirements and Committee Processes 

The Operations and Technology 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”). One member of the Committee 

shall be designated by the Board as the Chair of the Committee, and such Chair shall be 

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

(the “Guidelines”) (which includes not serving in a management capacity at Freddie Mac). 

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. 

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

Committee may engage such outside consultants or advisors, including, but not limited to, 

attorneys, accountants, auditors, technology consultants, and management consultants, as it 

may deem appropriate to fulfill its responsibilities. The engagement of such consultants and 

advisors shall be subject to the approval of the Committee and the Conservator, to the extent 

set forth in the section below titled “Conservator Approval.” Freddie Mac shall provide 

appropriate funding for the retention of any such consultants or advisors, and for other 

necessary and appropriate administrative expenses of the Committee, all as determined by 

the Committee. 

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, stock exchange listing standards 

and conservatorship orders or directives, 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. 

Purpose, Powers, Duties and Responsibilities of the Committee 

The Committee is hereby charged by the Board with the authority and responsibilities set forth 

below. 

1. Operations and Technology: The Committee shall assist the Board in its oversight of 

the development and execution of Freddie Mac’s enterprise information, operations 

and technology strategies and the information, operational resiliency, and enterprise 

third party governance programs, by: 
Operations and Technology Committee Charter 

October 24, 2023 

Page 2 

(a) Overseeing Freddie Mac’s information, operations and technology strategies 

and planning, and the implementation of technology initiatives critical to Freddie 

Mac’s achievement of its mission, strategy, and business objectives; 

(b) Overseeing, in conjunction with the Risk Committee of the Board, Freddie 

Mac’s management of information (including cybersecurity), technology, 

operational resiliency and enterprise third party governance risk, including the 

possibility that these risks will adversely affect the achievement of Freddie 

Mac’s mission and business objectives; 

(c) Overseeing Freddie Mac’s information (including cybersecurity and 

information security), operational resiliency and enterprise third party 

governance programs, including risk and controls; 

(d) Receiving reports related to Freddie Mac’s technology strategy, practices, and 

management and potential for innovation from both the Enterprise Operations 

and Technology Division (“EOT”) and the business areas, as appropriate; 

(e) Reviewing and recommending to the Board for approval the annual EOT 

business plan, including relevant performance indicators, and evaluating EOT 

against the plan; 

(f) Reviewing capabilities for and adequacy of resources allocated to operations 

and technology enterprise-wide; and 

(g) Monitoring and evaluating trends in technology that may affect Freddie 

Mac’s strategy and business objectives. 

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. 

2. 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 membership of the Committee (including 

qualifications for Committee membership); and 

(b) Review and reassess the adequacy of the Committee’s Charter and recommend 

for approval by the Board any changes that it deems appropriate. 

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

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

4. 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.