a board of directors may serve his or her full 
term if he or she has served less than 10 years 
or is 72 years on the date of his or her election 
or appointment to the board. 
‘‘(B) WAIVER.—Upon the written request 
of an enterprise, the Director may waive, in the 
Director’s sole discretion and for good cause, 
the limits on the service of a board member 
under subparagraph (A). 
‘‘(2) INDEPENDENCE.—A majority of seated 
members of the board of directors of each enterprise 
shall be independent board members, as defined 
under rules set forth by the New York Stock Ex-
change, as such rules may be amended from time to 
time. 
‘‘(3) FREQUENCY OF MEETINGS.—To carry out 
its obligations and duties under applicable laws, 
rules, regulations, and guidelines, the board of direc-
tors of an enterprise shall meet at least eight times 
a year and not less than once a calendar quarter. 
‘‘(4) 
NON-MANAGEMENT
BOARD
MEMBER 
MEETINGS.—The non-management directors of an 
enterprise shall meet at regularly scheduled execu-
tive sessions without management participation.
‘‘(5) QUORUMS; PROHIBITION
ON
PROXIES.— 
For the transaction of business, a quorum of the 
board of directors of an enterprise shall be at least 
a majority of the seated board of directors and a 
board member may not vote by proxy. 
‘‘(6) INFORMATION.—The management of an 
enterprise shall provide a board member of the en-
terprise with such adequate and appropriate infor-
mation that a reasonable board member would find 
important to the fulfillment of his or her fiduciary 
duties and obligations. 
‘‘(7) ANNUAL REVIEW.—At least annually, the 
board of directors of each enterprise shall review, 
with appropriate professional assistance, the require-
ments of laws, rules, regulations, and guidelines that 
are applicable to its activities and duties. 
‘‘(b) COMMITTEES OF BOARDS OF DIRECTORS.— 
‘‘(1) FREQUENCY
OF
MEETINGS.—Any com-
mittee of the board of directors of an enterprise 
shall meet with sufficient frequency to carry out its 
obligations and duties under applicable laws, rules, 
regulations, and guidelines. 
‘‘(2) REQUIRED COMMITTEES.—Each enterprise 
shall provide for the establishment, however styled, 
of the following committees of the board of directors:
‘‘(A) Audit committee. 
‘‘(B) Compensation committee. 
‘‘(C) 
Nominating/corporate 
governance 
committee. 
Such committees shall be in compliance with the 
charter, independence, composition, expertise, duties, 
responsibilities, and other requirements set forth 
under section 10A(m) of the Securities Exchange 
Act of 1934 (15 U.S.C. 78j-1(m)), with respect to 
the audit committee, and under rules issued by the 
New York Stock Exchange, as such rules may be 
amended from time to time. 
‘‘(c) COMPENSATION.— 
‘‘(1) IN GENERAL.—The compensation of board 
members, executive officers, and employees of an en-
terprise— 
‘‘(A) shall not be in excess of that which 
is reasonable and appropriate; 
‘‘(B) shall be commensurate with the du-
ties and responsibilities of such persons, 
‘‘(C) shall be consistent with the long-term 
goals of the enterprise; 
‘‘(D) shall not focus solely on earnings per-
formance, but shall take into account risk man-
agement, operational stability and legal and 
regulatory compliance as well; and 
‘‘(E) shall be undertaken in a manner that 
complies with applicable laws, rules, and regula-
tions. 
‘‘(2) REIMBURSEMENT.—If an enterprise is re-
quired to prepare an accounting restatement due to 
the material noncompliance of the enterprise, as a 
result of misconduct, with any financial reporting re-
quirement under the securities laws, the chief execu-
tive officer and chief financial officer of the enter-
prise shall reimburse the enterprise as provided 
under section 304 of the Sarbanes-Oxley Act of 
2002 (15 U.S.C. 7243). This provision does not oth-
erwise limit the authority of the Agency to employ 
remedies available to it under its enforcement au-
thorities. 
‘‘(d) CODE OF CONDUCT AND ETHICS.— 
‘‘(1) IN GENERAL.—An enterprise shall estab-
lish and administer a written code of conduct and 
ethics that is reasonably designed to assure the abil-
ity of board members, executive officers, and em-
ployees of the enterprise to discharge their duties 
and responsibilities, on behalf of the enterprise, in 
an objective and impartial manner, and that includes
standards required under section 406 of the Sar-
banes-Oxley Act of 2002 (15 U.S.C. 7264) and 
other applicable laws, rules, and regulations. 
‘‘(2) REVIEW.—Not less than once every three 
years, an enterprise shall review the adequacy of its 
code of conduct and ethics for consistency with prac-
tices appropriate to the enterprise and make any ap-
propriate revisions to such code. 
‘‘(e) CONDUCT AND RESPONSIBILITIES OF BOARD OF 
DIRECTORS.—The board of directors of an enterprise shall 
be responsible for directing the conduct and affairs of the 
enterprise in furtherance of the safe and sound operation 
of the enterprise and shall remain reasonably informed of 
the condition, activities, and operations of the enterprise. 
The responsibilities of the board of directors shall include 
having in place adequate policies and procedures to assure 
its oversight of, among other matters, the following: 
‘‘(1) Corporate strategy, major plans of action, 
risk policy, programs for legal and regulatory com-
pliance and corporate performance, including pru-
dent plans for growth and allocation of adequate re-
sources to manage operations risk. 
‘‘(2) Hiring and retention of qualified senior ex-
ecutive officers and succession planning for such 
senior executive officers.
‘‘(3) Compensation programs of the enterprise. 
‘‘(4) Integrity of accounting and financial re-
porting systems of the enterprise, including inde-
pendent audits and systems of internal control. 
‘‘(5) Process and adequacy of reporting, disclo-
sures, and communications to shareholders, inves-
tors, and potential investors. 
‘‘(6) Extensions of credit to board members and 
executive officers. 
‘‘(7) Responsiveness of executive officers in pro-
viding accurate and timely reports to Federal regu-
lators and in addressing the supervisory concerns of 
Federal regulators in a timely and appropriate man-
ner. 
‘‘(f) PROHIBITION OF EXTENSIONS OF CREDIT.—An 
enterprise may not directly or indirectly, including 
through any subsidiary, extend or maintain credit, arrange 
for the extension of credit, or renew an extension of credit, 
in the form of a personal loan to or for any board member 
or executive officer of the enterprise, as provided by sec-
tion 13(k) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m(k)). 
‘‘(g) CERTIFICATION OF DISCLOSURES.—The chief 
executive officer and the chief financial officer of an enter-
prise shall review each quarterly report and annual report
issued by the enterprise and such reports shall include cer-
tifications by such officers as required by section 302 of 
the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7241). 
‘‘(h) CHANGE OF AUDIT PARTNER.—An enterprise 
may not accept audit services from an external auditing 
firm if the lead or coordinating audit partner who has pri-
mary responsibility for the external audit of the enterprise, 
or the external audit partner who has responsibility for 
reviewing the external audit has performed audit services 
for the enterprise in each of the five previous fiscal years. 
‘‘(i) COMPLIANCE PROGRAM.— 
‘‘(1) REQUIREMENT.—Each enterprise shall es-
tablish and maintain a compliance program that is 
reasonably designed to assure that the enterprise 
complies with applicable laws, rules, regulations, and 
internal controls. 
‘‘(2) COMPLIANCE
OFFICER.—The compliance 
program of an enterprise shall be headed by a com-
pliance officer, however styled, who reports directly 
to the chief executive officer of the enterprise. The 
compliance officer shall report regularly to the board 
of directors or an appropriate committee of the 
board of directors on compliance with and the ade-
quacy of current compliance policies and procedures 
of the enterprise, and shall recommend any adjust-
ments to such policies and procedures that the com-
pliance officer considers necessary and appropriate. 
‘‘(j) RISK MANAGEMENT PROGRAM.— 
‘‘(1) REQUIREMENT.—Each enterprise shall es-
tablish and maintain a risk management program 
that is reasonably designed to manage the risks of 
the operations of the enterprise. 
‘‘(2) RISK MANAGEMENT OFFICER.—The risk 
management program of an enterprise shall be head-
ed by a risk management officer, however styled, 
who reports directly to the chief executive officer of 
the enterprise. The risk management officer shall re-
port regularly to the board of directors or an appro-
priate committee of the board of directors on compli-
ance with and the adequacy of current risk manage-
ment policies and procedures of the enterprise, and 
shall recommend any adjustments to such policies 
and procedures that the risk management officer 
considers necessary and appropriate. 
‘‘(k) COMPLIANCE WITH OTHER LAWS.— 
‘‘(1) DEREGISTERED OR UNREGISTERED COM-
MON STOCK.—If an enterprise deregisters or has not 
registered its common stock with the Securities and 
Exchange Commission under the Securities Ex-
change Act of 1934, the enterprise shall comply or
continue to comply with sections 10A(m) and 13(k) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78j-1(m), 78m(k)) and sections 302, 304, and 406 
of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7241, 
7243, 7264), subject to such requirements as pro-
vided by subsection (l) of this section. 
‘‘(2) REGISTERED COMMON STOCK.—An enter-
prise that has its common stock registered with the 
Securities and Exchange Commission shall maintain 
such registered status, unless it provides 60 days 
prior written notice to the Director stating its intent 
to deregister and its understanding that it will re-
main subject to the requirements of the sections of 
the Securities Exchange Act of 1934 and the Sar-
banes-Oxley Act of 2002, subject to such require-
ments as provided by subsection (l) of this section. 
‘‘(l) MODIFICATION OF CERTAIN PROVISIONS.—In 
connection with standards of Federal or State law (includ-
ing the Revised Model Corporation Act) or New York 
Stock Exchange rules that are made applicable to an en-
terprise by section 1710.10 of the Director’s rules (12 
C.F.R. 1710.10) and by subsections (a), (b), (g), (i), (j), 
and (k) of this section, the Director, in the Director’s sole 
discretion, may modify the standards contained in this sec-
tion or in part 1710 of the Director’s rules (12 U.S.C.
Part 1710) in accordance with section 553 of title 5, 
United States Code, and upon written notice to the enter-
prise.’’. 
SEC. 114. CONFORMING AMENDMENTS. 
(a) 1992 Act.—Part 1 of subtitle A of title XIII of 
the Housing and Community Development Act of 1992 
(12 U.S.C. 4511 et seq.), as amended by the preceding 
provisions of this Act, is further amended— 
(1) by striking ‘‘an enterprise’’ each place such 
term appears in such part (except in sections 
1313(a)(2)(A), 
1313A(b)(2)(B)(ii)(I), 
and 
1316(b)(3)) and inserting ‘‘a regulated entity’’; 
(2) by striking ‘‘the enterprise’’ each place such 
term appears in such part (except in section 
1316(b)(3)) and inserting ‘‘the regulated entity’’; 
(3) by striking ‘‘the enterprises’’ each place 
such term appears in such part (except in sections 
1312(c)(2), 
1312(e)(2), 
1317(g)(1), 
and 
1319B(a)(4)(D)) and inserting ‘‘the regulated enti-
ties’’; 
(4) by striking ‘‘each enterprise’’ each place 
such term appears in such part and inserting ‘‘each 
regulated entity’’; 
(5) by striking ‘‘Office’’ each place such term 
appears in such part (except in sections 1312(b)(5),
1315(b), and 1316(g), and subsections (c) and (d) 
of section 1317) and inserting ‘‘Agency’’; 
(6) in section 1315 (12 U.S.C. 4515)— 
(A) in subsection (a)— 
(i) in the subsection heading, by strik-
ing ‘‘OFFICE PERSONNEL’’ and inserting 
‘‘IN GENERAL’’; and 
(ii) by striking ‘‘The’’ and inserting 
‘‘Subject to titles III and IV of the Federal 
Housing Finance Reform Act of 2005, 
the’’; 
(B) by striking subsection (d); and 
(C) by redesignating subsections (e) and 
(f) as subsections (d) and (e), respectively; 
(7) in section 1316(c) (12 U.S.C. 4516(c)), by 
striking ‘‘any enterprise’’ and inserting ‘‘any regu-
lated entity’’; 
(8) in section 1319A (12 U.S.C. 4520)— 
(A) by striking ‘‘(a) IN GENERAL.—Each 
enterprise’’ and inserting ‘‘Each regulated enti-
ty’’; and 
(B) by striking subsection (b); 
(9) in section 1319B (12 U.S.C. 4521), by 
striking ‘‘Committee on Banking, Finance and
Urban Affairs’’ each place such term appears and 
inserting ‘‘Committee on Financial Services’’; and 
(10) in section 1319F (12 U.S.C. 4525), strik-
ing all that follows ‘‘United States Code’’ and insert-
ing ‘‘, the Agency shall be considered an agency re-
sponsible for the regulation or supervision of finan-
cial institutions.’’. 
(b) AMENDMENTS TO FANNIE MAE CHARTER ACT.— 
The Federal National Mortgage Association Charter Act 
(12 U.S.C. 1716 et seq.) is amended— 
(1) by striking ‘‘Director of the Office of Fed-
eral Housing Enterprise Oversight of the Depart-
ment of Housing and Urban Development’’ each 
place such term appears, and inserting ‘‘Director of 
the Federal Housing Finance Agency’’, in— 
(A) 
section 
303(c)(2) 
(12 
U.S.C. 
1718(c)(2)); 
(B) section 309(d)(3)(B) (12 U.S.C. 
1723a(d)(3)(B)); and 
(C) section 309(k)(1); and 
(2) in section 309— 
(A) in subsections (d)(3)(A) and (n)(1), by 
striking ‘‘Banking, Finance and Urban Affairs’’ 
each place such term appears and inserting 
‘‘Financial Services’’; and
(B) in subsection (n)(1), by inserting ‘‘the 
Director of the Federal Housing Finance Agen-
cy,’’ after ‘‘Senate,’’. 
(c) AMENDMENTS TO FREDDIE MAC ACT.—The Fed-
eral Home Loan Mortgage Corporation Act is amended— 
(1) by striking ‘‘Director of the Office of Fed-
eral Housing Enterprise Oversight of the Depart-
ment of Housing and Urban Development’’ each 
place such term appears, and inserting ‘‘Director of 
the Federal Housing Finance Agency’’, in— 
(A) 
section 
303(b)(2) 
(12 
U.S.C. 
1452(b)(2)); 
(B) 
section 
303(h)(2) 
(12 
U.S.C. 
1452(h)(2)); and 
(C) 
section 
307(c)(1) 
(12 
U.S.C. 
1456(c)(1)); 
(2) in sections 303(h)(1) and 307(f)(1) (12 
U.S.C. 1452(h)(1), 1456(f)(1)), by striking ‘‘Bank-
ing, Finance and Urban Affairs’’ each place such 
term appears and inserting ‘‘Financial Services’’; 
(3) in section 306(i) (12 U.S.C. 1455(i))— 
(A) by striking ‘‘section 1316(c)’’ and in-
serting ‘‘section 306(c)’’; and 
(B) by striking ‘‘section 106’’ and insert-
ing ‘‘section 1316’’; and
(4) in section 307(f)(1) (12 U.S.C. 1456(f)(1)), 
by inserting ‘‘the Director of the Federal Housing 
Finance Agency,’’ after ‘‘Senate,’’. 
Subtitle B—Improvement of 
Mission Supervision 
SEC. 121. TRANSFER OF PROGRAM AND ACTIVITIES AP-
PROVAL AND HOUSING GOAL OVERSIGHT. 
Part 2 of subtitle A of title XIII of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4541 et 
seq.) is amended— 
(1) by striking the designation and heading for 
the part and inserting the following: 
‘‘PART 2—PROGRAM AND ACTIVITIES APPROVAL 
BY DIRECTOR, CORPORATE GOVERNANCE, 
AND ESTABLISHMENT OF HOUSING GOALS’’; 
and 
(2) by striking sections 1321 and 1322. 
SEC. 122. REVIEW BY DIRECTOR OF NEW PROGRAMS AND 
ACTIVITIES OF ENTERPRISES. 
(a) IN GENERAL.—Part 2 of subtitle A of title XIII 
of the Housing and Community Development Act of 1992 
is amended by inserting before section 1323 (12 U.S.C. 
4543) the following new section:
‘‘SEC. 1321. REVIEW AND APPROVAL BY DIRECTOR OF NEW 
PROGRAMS AND BUSINESS ACTIVITIES OF 
ENTERPRISES. 
‘‘(a) LIMITATION ON AUTHORITY TO UNDERTAKE 
PROGRAMS AND ACTIVITIES.—An enterprise may not un-
dertake any new program, including a pilot program, or 
any new business activity except in accordance with the 
procedures set forth in this section and orders and regula-
tions issued under this section. 
‘‘(b) NEW PROGRAMS.— 
‘‘(1) PRIOR APPROVAL REQUIREMENT.—An en-
terprise may not commence any new program before 
it has obtained the approval of the Director, pursu-
ant to this subsection, for the new program. 
‘‘(2) APPLICATION.—The Director shall, by 
order or regulation, require that an enterprise shall, 
to obtain a determination by the Director regarding 
approval of a new program by the enterprise, submit 
to the Director a written application for the new 
program in a format as prescribed by the Director. 
‘‘(3) NOTICE.—Immediately upon receipt of a 
complete application for a new program, the Direc-
tor shall cause to be published in the Federal Reg-
ister notice of the receipt of such application and of 
the period for public comment pursuant to para-
graph (4) regarding such new program, and a de-
scription of the new program proposed by the appli-
cation. 
‘‘(4) PUBLIC COMMENT PERIOD.—During the 
30-day period beginning upon publication pursuant 
to paragraph (3) of a notice regarding such an ap-
plication, the Director shall receive public comments 
regarding the new program. 
‘‘(5) DETERMINATION.—Not less than 15 days 
after the conclusion of the public comment period 
pursuant to paragraph (4) regarding an application 
but not more than 30 days after the conclusion of 
such comment period, the Director shall approve, 
conditionally approve, or reject such program, in 
writing. 
‘‘(6) STANDARD FOR APPROVAL.—The Director 
may approve, or conditionally approve, a new pro-
gram of an enterprise only if the Director deter-
mines, taking into consideration any relevant infor-
mation and comments received during the public 
comment period, that such new program— 
‘‘(A) does not contravene and is not incon-
sistent with the purposes of this title, the Fed-
eral National Mortgage Association Charter 
Act, or the Federal Home Loan Mortgage Cor-
poration Act, as such purposes are determined
taking into consideration the definitions of the 
terms ‘primary mortgage market’ and ‘sec-
ondary mortgage market’ pursuant to section 
1303; 
‘‘(B) is not otherwise inconsistent with the 
safety and soundness of the enterprise; and 
‘‘(C) is in the public interest. 
‘‘(c) BUSINESS ACTIVITIES.— 
‘‘(1) AUTHORITY OF DIRECTOR TO PROHIBIT 
ACTIVITIES.—The Director shall have authority to 
prohibit any business activity by an enterprise if the 
Director determines, in writing, that such activity— 
‘‘(A) contravenes or is inconsistent with 
the purposes of this title, the Federal National 
Mortgage Association Charter Act, or the Fed-
eral Home Loan Mortgage Corporation Act; 
‘‘(B) is otherwise inconsistent with the 
safety and soundness of the enterprise; or 
‘‘(C) is not in the public interest. 
‘‘(2) NOTIFICATION OF NEW BUSINESS ACTIVI-
TIES.— An enterprise that undertakes any new busi-
ness activity shall provide written notice of the activ-
ity to the Director and may commence the new busi-
ness activity only in accordance with paragraph (4).