‘‘(3) the overall operational status of the regu-
lated entities; 
‘‘(4) an evaluation of the performance of the reg-
ulated entities in carrying out their respective mis-
sions; 
‘‘(5) operations, resources, and performance of 
the Agency and the Board; and 
‘‘(6) such other matters relating to the Agency, 
the Board, and the regulated entities, and their fulfill-
ment of their missions, as the Board determines ap-
propriate. 
‘‘(j) COSTS.—Costs of the Board, including staff, shall 
be paid by the Agency as a cost and expense of the Agency. 
‘‘(k) EXEMPTION.—Notwithstanding any other provi-
sion of law, the provisions of section 552b of title 5, United 
States Code, shall not apply to the Board.’’. 
(b) ANNUAL REPORT
OF
THE DIRECTOR.—Section 
1319B(a) of the Housing and Community Development Act 
of 1992 (12 U.S.C. 4521 (a)) is amended— 
(1) in paragraph (3), by striking ‘‘and’’ at the 
end; and 
(2) by striking paragraph (4) and inserting the 
following new paragraphs: 
‘‘(4) an assessment of the Board with respect 
to—
‘‘(A) the safety and soundness of the regu-
lated entities; 
‘‘(B) any material deficiencies in the con-
duct of the operations of the regulated entities; 
‘‘(C) the overall operational status of the 
regulated entities; 
‘‘(D) an evaluation of the performance of 
the regulated entities in carrying out their mis-
sions, including compliance of the enterprises 
with the housing goals under subpart B of part 
2 of this subtitle and compliance of the Federal 
home loan banks with the community investment 
and affordable housing programs under sub-
sections (i) and (j) of section 10 of the Federal 
Home Loan Bank Act; 
‘‘(E) an evaluation of the performance of 
the Agency in fulfilling its duties and respon-
sibilities under law; and 
‘‘(F) such other matters relating to the 
Board and the fulfillment of its duties as the 
Board considers appropriate; 
‘‘(5) operations, resources, and performance of 
the Agency; and 
‘‘(6) such other matters relating to the Agency 
and its fulfillment of its mission.’’.
SEC. 104. AUTHORITY TO REQUIRE REPORTS BY REGU-
LATED ENTITIES. 
Section 1314 of the Housing and Community Develop-
ment Act of 1992 (12 U.S.C. 4514) is amended— 
(1) in the section heading, by striking ‘‘ENTER-
PRISES’’ and inserting ‘‘REGULATED ENTITIES’’; 
(2) in subsection (a)— 
(A) in the subsection heading, by striking 
‘‘Special Reports and Reports of Financial Con-
dition’’ and inserting ‘‘Regular and Special Re-
ports’’; 
(B) in paragraph (1)— 
(i) in the paragraph heading, by strik-
ing ‘‘FINANCIAL CONDITION’’ and inserting 
‘‘REGULAR REPORTS’’; and 
(ii) by striking ‘‘reports of financial 
condition and operations’’ and inserting 
‘‘regular reports on the condition (including 
financial condition), management, activi-
ties, or operations of the regulated entity, as 
the Director considers appropriate’’; and 
(C) in paragraph (2), after ‘‘submit special 
reports’’ insert ‘‘on any of the topics specified in 
paragraph (1) or such other topics’’; and 
(3) by adding at the end the following new sub-
section:
‘‘(c) REPORTS OF FRAUDULENT FINANCIAL TRANS-
ACTIONS.— 
‘‘(1) REQUIREMENT TO REPORT.—The Director 
shall require a regulated entity to submit to the Di-
rector a timely report upon discovery by the regulated 
entity that it has purchased or sold a fraudulent loan 
or financial instrument or suspects a possible fraud 
relating to a purchase or sale of any loan or financial 
instrument. The Director shall require the regulated 
entities to establish and maintain procedures designed 
to discover any such transactions. 
‘‘(2) PROTECTION
FROM
LIABILITY
FOR
RE-
PORTS.— 
‘‘(A) IN GENERAL.—If a regulated entity 
makes a report pursuant to paragraph (1), or a 
regulated entity-affiliated party makes, or re-
quires another to make, such a report, and such 
report is made in a good faith effort to comply 
with the requirements of paragraph (1), such 
regulated entity or regulated entity-afffiliated 
party shall not be liable to any person under 
any law or regulation of the United States, any 
constitution, law, or regulation of any State or 
political subdivision of any State, or under any 
contract or other legally enforceable agreement
(including any arbitration agreement), for such 
report or for any failure to provide notice of 
such report to the person who is the subject of 
such report or any other person identified in the 
report. 
‘‘(B) RULE OF CONSTRUCTION.—Subpara-
graph (A) shall not be construed as creating— 
‘‘(i) any inference that the term ‘per-
son’, as used in such subparagraph, may be 
construed more broadly than its ordinary 
usage so as to include any government or 
agency of government; or 
‘‘(ii) any immunity against, or other-
wise affecting, any civil or criminal action 
brought by any government or agency of 
government to enforce any constitution, law, 
or regulation of such government or agen-
cy.’’. 
SEC. 105. DISCLOSURE OF CHARITABLE CONTRIBUTIONS BY 
ENTERPRISES. 
Section 1314 of the Housing and Community Develop-
ment Act of 1992 (12 U.S.C. 4514), as amended by the pre-
ceding provisions of this Act, is further amended by adding 
at the end the following new subsection:
‘‘(d) DISCLOSURE OF CHARITABLE CONTRIBU-
TIONS BY ENTERPRISES.— 
‘‘(1) REQUIRED
DISCLOSURE.—The Director 
shall, by regulation, require each enterprise to submit 
a report annually, in a format designated by the Di-
rector, containing the following information: 
‘‘(A) TOTAL
VALUE.—The total value of 
contributions made by the enterprise to nonprofit 
organizations during its previous fiscal year. 
‘‘(B) SUBSTANTIAL CONTRIBUTIONS.—If the 
value of contributions made by the enterprise to 
any nonprofit organization during its previous 
fiscal year exceeds the designated amount, the 
name of that organization and the value of con-
tributions. 
‘‘(C) SUBSTANTIAL CONTRIBUTIONS TO IN-
SIDER-AFFILIATED CHARITIES.—Identification of 
each contribution whose value exceeds the des-
ignated amount that were made by the enterprise 
during the enterprise’s previous fiscal year to 
any nonprofit organization of which a director, 
officer, or controlling person of the enterprise, or 
a spouse thereof, was a director or trustee, the 
name of such nonprofit organization, and the 
value of the contribution.
‘‘(2) DEFINITIONS.—For purposes of this sub-
section— 
‘‘(A) the term ‘designated amount’ means 
such amount as may be designated by the Direc-
tor by regulation, consistent with the public in-
terest and the protection of investors for purposes 
of this subsection; and 
‘‘(B) the Director may, by such regulations 
as the Director deems necessary or appropriate 
in the public interest, define the terms officer 
and controlling person. 
‘‘(3) PUBLIC AVAILABILITY.—The Director shall 
make the information submitted pursuant to this sub-
section publicly available.’’. 
SEC. 106. ASSESSMENTS. 
Section 1316 of the Housing and Community Develop-
ment Act of 1992 (12 U.S.C. 4516) is amended— 
(1) by striking subsection (a) and inserting the 
following new subsection: 
‘‘(a) ANNUAL ASSESSMENTS.—The Director shall es-
tablish and collect from the regulated entities annual assess-
ments in an amount not exceeding the amount sufficient 
to provide for reasonable costs and expenses of the Agency, 
including—
‘‘(1) the expenses of any examinations under sec-
tion 1317 of this Act and under section 20 of the Fed-
eral Home Loan Bank Act; 
‘‘(2) the expenses of obtaining any reviews and 
credit assessments under section 1319; and 
‘‘(3) such amounts in excess of actual expenses 
for any given year as deemed necessary by the Direc-
tor to maintain a working capital fund in accordance 
with subsection (e).’’; 
(2) in subsection (b)— 
(A) in the subsection heading, by striking 
‘‘ENTERPRISES’’ and inserting ‘‘REGULATED 
ENTITIES’’ ; 
(B) by realigning paragraph (2) two ems 
from the left margin, so as to align the left mar-
gin of such paragraph with the left margins of 
paragraph (1); 
(C) in paragraph (1)— 
(i) by striking ‘‘Each enterprise’’ and 
inserting ‘‘Each regulated entity’’; 
(ii) by striking ‘‘each enterprise’’ and 
inserting ‘‘each regulated entity’’; and 
(iii) by striking ‘‘both enterprises’’ and 
inserting ‘‘all of the regulated entities’’; and 
(D) in paragraph (3)—
(i) in subparagraph (B), by striking 
‘‘subparagraph (A)’’ and inserting ‘‘clause 
(i)’’; 
(ii) by redesignating subparagraphs 
(A), (B), and (C) as clauses (i), (ii) and 
(ii), 
respectively, 
and 
realigning 
such 
clauses, as so redesignated, so as to be in-
dented 6 ems from the left margin; 
(iii) by striking the matter that pre-
cedes clause (i), as so redesignated, and in-
serting the following: 
‘‘(3) DEFINITION OF TOTAL ASSETS.—For pur-
poses of this section, the term ‘total assets’ means as 
follows: 
‘‘(A) ENTERPRISES.—With respect to an en-
terprise, the sum of—’’; and 
(iv) by adding at the end the following 
new subparagraph: 
‘‘(B) FEDERAL HOME LOAN BANKS.—With 
respect to a Federal home loan bank, the total 
assets of the Bank, as determined by the Director 
in accordance with generally accepted accounting 
principles.’’; 
(3) by striking subsection (c) and inserting the 
following new subsection:
‘‘(c) INCREASED COSTS OF REGULATION.— 
‘‘(1) INCREASE
FOR
INADEQUATE
CAPITALIZA-
TION.—The semiannual payments made pursuant to 
subsection (b) by any regulated entity that is not 
classified (for purposes of subtitle B) as adequately 
capitalized may be increased, as necessary, in the dis-
cretion of the Director to pay additional estimated 
costs of regulation of the regulated entity. 
‘‘(2) ADJUSTMENT
FOR
ENFORCEMENT
ACTIVI-
TIES.—The Director may adjust the amounts of any 
semiannual assessments for an assessment under sub-
section (a) that are to be paid pursuant to subsection 
(b) by a regulated entity, as necessary in the discre-
tion of the Director, to ensure that the costs of enforce-
ment activities under subtitle B and C for a regulated 
entity are borne only by such regulated entity. 
‘‘(3) 
ADDITIONAL
ASSESSMENT
FOR
DEFI-
CIENCIES.—If at any time, as a result of increased 
costs of regulation of a regulated entity that is not 
classified (for purposes of subtitle B) as adequately 
captitalized or as the result of supervisory or enforce-
ment activities under subtitle B or C for a regulated 
entity, the amount available from any semiannual 
payment made by such regulated entity pursuant to 
subsection (b) is insufficient to cover the costs of the
Agency with respect to such entity, the Director may 
make and collect from such regulated entity an imme-
diate assessment to cover the amount of such defi-
ciency for the semiannual period. If, at the end of 
any semiannual period during which such an assess-
ment is made, any amount remains from such assess-
ment, such remaining amount shall be deducted from 
the assessment for such regulated entity for the fol-
lowing semiannual period.’’; 
(4) in subsection (d), by striking ‘‘If’’ and insert-
ing ‘‘Except with respect to amounts collected pursu-
ant to subsection (a)(3), if’’; and 
(5) by striking subsections (e) through (g) and 
inserting the following new subsections: 
‘‘(e) WORKING CAPITAL FUND.—At the end of each 
year for which an assessment under this section is made, 
the Director shall remit to each regulated entity any 
amount of assessment collected from such regulated entity 
that is attributable to subsection (a)(3) and is in excess of 
the amount the Director deems necessary to maintain a 
working capital fund. 
‘‘(f) TREATMENT OF ASSESSMENTS.— 
‘‘(1) DEPOSIT.—Amounts received by the Direc-
tor from assessments under this section may be depos-
ited by the Director in the manner provided in sec-
tion 5234 of the Revised Statutes (12 U.S.C. 192) for 
monies deposited by the Comptroller of the Currency. 
‘‘(2) NOT GOVERNMENT FUNDS.—The amounts 
received by the Director from any assessment under 
this section shall not be construed to be Government 
or public funds or appropriated money. 
‘‘(3) NO APPORTIONMENT OF FUNDS.—Notwith-
standing any other provision of law, the amounts re-
ceived by the Director from any assessment under this 
section shall not be subject to apportionment for the 
purpose of chapter 15 of title 31, United States Code, 
or under any other authority. 
‘‘(4) USE OF FUNDS.—The Director may use any 
amounts received by the Director from assessments 
under this section for compensation of the Director 
and other employees of the Agency and for all other 
expenses of the Director and the Agency. 
‘‘(5) 
AVAILABILITY
OF
OVERSIGHT
FUND 
AMOUNTS.—Notwithstanding any other provision of 
law, any amounts remaining in the Federal Housing 
Enterprises Oversight Fund established under this 
section (as in effect before the effective date under sec-
tion 185 of the Federal Housing Finance Reform Act 
of 2005), and any amounts remaining from assess-
ments on the Federal Home Loan banks pursuant to
section 18(b) of the Federal Home Loan Bank Act (12 
U.S.C. 1438(b)), shall, upon such effective date, be 
treated for purposes of this subsection as amounts re-
ceived from assessments under this section. 
‘‘(g) BUDGET AND FINANCIAL MANAGEMENT.— 
‘‘(1) FINANCIAL OPERATING PLANS AND FORE-
CASTS.—The Director shall provide to the Director of 
the Office of Management and Budget copies of the 
Director’s financial operating plans and forecasts as 
prepared by the Director in the ordinary course of the 
Agency’s operations, and copies of the quarterly re-
ports of the Agency’s financial condition and results 
of operations as prepared by the Director in the ordi-
nary course of the Agency’s operations. 
‘‘(2) FINANCIAL STATEMENTS.—The Agency shall 
prepare annually a statement of assets and liabilities 
and surplus or deficit; a statement of income and ex-
penses; and a statement of sources and application of 
funds. 
‘‘(3) FINANCIAL
MANAGEMENT
SYSTEMS.—The 
Agency shall implement and maintain financial 
management systems that comply substantially with 
Federal financial management systems requirements, 
applicable Federal accounting standards, and that
uses a general ledger system that accounts for activity 
at the transaction level. 
‘‘(4) ASSERTION OF INTERNAL CONTROLS.—The 
Director shall provide to the Comptroller General an 
assertion as to the effectiveness of the internal controls 
that apply to financial reporting by the Agency, 
using the standards established in section 3512 (c) of 
title 31, United States Code. 
‘‘(5) RULE OF CONSTRUCTION.—This subsection 
may not be construed as implying any obligation on 
the part of the Director to consult with or obtain the 
consent or approval of the Director of the Office of 
Management and Budget with respect to any reports, 
plans, forecasts, or other information referred to in 
paragraph (1) or any jurisdiction or oversight over 
the affairs or operations of the Agency. 
‘‘(h) AUDIT OF AGENCY.— 
‘‘(1) IN
GENERAL.—The Comptroller General 
shall annually audit the financial transactions of the 
Agency in accordance with the U.S. generally accept-
ed government auditing standards as may be pre-
scribed by the Comptroller General of the United 
States. The audit shall be conducted at the place or 
places where accounts of the Agency are normally 
kept. The representatives of the Government Account-
ability Office shall have access to the personnel and 
to all books, accounts, documents, papers, records (in-
cluding electronic records), reports, files, and all other 
papers, automated data, things, or property belonging 
to or under the control of or used or employed by the 
Agency pertaining to its financial transactions and 
necessary to facilitate the audit, and such representa-
tives shall be afforded full facilities for verifying 
transactions with the balances or securities held by 
depositaries, fiscal agents, and custodians. All such 
books, accounts, documents, records, reports, files, pa-
pers, and property of the Agency shall remain in pos-
session and custody of the Agency. The Comptroller 
General may obtain and duplicate any such books, 
accounts, documents, records, working papers, auto-
mated data and files, or other information relevant to 
such audit without cost to the Comptroller General 
and the Comptroller General’s right of access to such 
information shall be enforceable pursuant to section 
716(c) of title 31, United States Code. 
‘‘(2) REPORT.—The Comptroller General shall 
submit to the Congress a report of each annual audit 
conducted under this subsection. The report to the 
Congress shall set forth the scope of the audit and 
shall include the statement of assets and liabilities
and surplus or deficit, the statement of income and 
expenses, the statement of sources and application of 
funds, and such comments and information as may 
be deemed necessary to inform Congress of the finan-
cial operations and condition of the Agency, together 
with such recommendations with respect thereto as the 
Comptroller General may deem advisable. A copy of 
each report shall be furnished to the President and to 
the Agency at the time submitted to the Congress. 
‘‘(3) ASSISTANCE AND COSTS.—For the purpose 
of conducting an audit under this subsection, the 
Comptroller General may, in the discretion of the 
Comptroller General, employ by contract, without re-
gard to section 5 of title 41, United States Code, pro-
fessional services of firms and organizations of cer-
tified public accountants for temporary periods or for 
special purposes. Upon the request of the Comptroller 
General, the Director of the Agency shall transfer to 
the Government Accountability Office from funds 
available, the amount requested by the Comptroller 
General to cover the full costs of any audit and report 
conducted by the Comptroller General. The Comp-
troller General shall credit funds transferred to the 
account established for salaries and expenses of the 
Government Accountability Office, and such amount
shall be available upon receipt and without fiscal 
year limitation to cover the full costs of the audit and 
report.’’. 
SEC. 107. EXAMINERS AND ACCOUNTANTS. 
(a) EXAMINATIONS.—Section 1317 of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4517) is 
amended—— 
(1) in subsection (a), by adding after the period 
at the end the following: ‘‘Each examination under 
this subsection of a regulated entity shall include a 
review of the procedures required to be established and 
maintained by the regulated entity pursuant to sec-
tion 1314(c) (relating to fraudulent financial trans-
actions) and the report regarding each such examina-
tion shall describe any problems with such procedures 
maintained by the regulated entity.’’; 
(2) in subsection (b)— 
(A) by inserting ‘‘of a regulated entity’’ 
after ‘‘under this section’’; and 
(B) by striking ‘‘to determine the condition 
of an enterprise for the purpose of ensuring its 
financial safety and soundness’’ and inserting 
‘‘or appropriate’’ ; and 
(3) in subsection (c)—
(A) in the second sentence, by inserting ‘‘to 
conduct examinations under this section’’ before 
the period; and 
(B) in the third sentence, by striking ‘‘from 
amounts available in the Federal Housing En-
terprises Oversight Fund’’. 
(b) ENHANCED AUTHORITY TO HIRE EXAMINERS AND 
ACCOUNTANTS.—Section 1317 of the Housing and Commu-
nity Development Act of 1992 (12 U.S.C. 4517) is amended 
by adding at the end the following new subsection: 
‘‘(g) APPOINTMENT OF ACCOUNTANTS, ECONOMISTS, 
SPECIALISTS, AND EXAMINERS.— 
‘‘(1) APPLICABILITY.—This section applies with 
respect to any position of examiner, accountant, spe-
cialist in financial markets, specialist in technology, 
and economist at the Agency, with respect to super-
vision and regulation of the regulated entities, that is 
in the competitive service. 
‘‘(2) APPOINTMENT
AUTHORITY.—The Director 
may appoint candidates to any position described in 
paragraph (1)— 
‘‘(A) in accordance with the statutes, rules, 
and regulations governing appointments in the 
excepted service; and
‘‘(B) notwithstanding any statutes, rules, 
and regulations governing appointments in the 
competitive service.’’. 
(c) REPEAL.—Section 20 of the Federal Home Loan 
Bank Act (12 U.S.C. 1440) is amended— 
(1) in the section heading, by striking ‘‘RE-
PORTS’’ and inserting ‘‘GAO AUDITS’’; 
(2) in the third sentence, by striking ‘‘the Board 
and’’ each place such term appears; and 
(3) by striking the first two sentences and insert-
ing the following: ‘‘The Federal home loan banks shall 
be subject to examinations by the Director to the ex-
tent provided in section 1317 of the Federal Housing 
Enterprises Financial Safety and Soundness Act of 
1992 (12 U.S.C. 4517).’’. 
SEC. 108. PROHIBITION AND WITHHOLDING OF EXECUTIVE 
COMPENSATION. 
(a) IN GENERAL.—Section 1318 of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4518) is 
amended— 
(1) in the section heading, by striking ‘‘OF EX-
CESSIVE’’ and inserting ‘‘AND WITHHOLDING OF 
EXECUTIVE’’; 
(2) by redesignating subsection (b) as subsection 
(d); and
(3) by inserting after subsection (a) the following 
new subsections: 
‘‘(b) FACTORS.—In making any determination under 
subsection (a), the Director may take into consideration 
any factors the Director considers relevant, including any 
wrongdoing on the part of the executive officer, and such 
wrongdoing shall include any fraudulent act or omission, 
breach of trust or fiduciary duty, violation of law, rule, reg-
ulation, order, or written agreement, and insider abuse with 
respect to the regulated entity. The approval of an agree-
ment or contract pursuant to section 309(d)(3)(B) of the 
Federal National Mortgage Association Charter Act (12 
U.S.C. 1723a(d)(3)(B)) or section 303(h)(2) of the Federal 
Home Loan Mortgage Corporation Act (12 U.S.C. 
1452(h)(2)) shall not preclude the Director from making 
any subsequent determination under subsection (a). 
‘‘(c) WITHHOLDING OF COMPENSATION.—In carrying 
out subsection (a), the Director may require a regulated en-
tity to withhold any payment, transfer, or disbursement of 
compensation to an executive officer, or to place such com-
pensation in an escrow account, during the review of the 
reasonableness and comparability of compensation.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) FANNIE MAE.—Section 309(d) of the Federal 
National Mortgage Association Charter Act (12
U.S.C. 1723a(d)) is amended by adding at the end 
the following new paragraph: 
‘‘(4) Notwithstanding any other provision of this sec-
tion, the corporation shall not transfer, disburse, or pay 
compensation to any executive officer, or enter into an 
agreement with such executive officer, without the approval 
of the Director, for matters being reviewed under section 
1318 of the Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992 (12 U.S.C. 4518).’’. 
(2) FREDDIE MAC.—Section 303(h) of the Fed-
eral Home Loan Mortgage Corporation Act (12 
U.S.C. 1452(h)) is amended by adding at the end the 
following new paragraph: 
‘‘(4) Notwithstanding any other provision of this sec-
tion, the Corporation shall not transfer, disburse, or pay 
compensation to any executive officer, or enter into an 
agreement with such executive officer, without the approval 
of the Director, for matters being reviewed under section 
1318 of the Federal Housing Enterprises Financial Safety 
and Soundness Act of 1992 (12 U.S.C. 4518).’’. 
(3) FEDERAL HOME LOAN BANKS.—Section 7 of 
the Federal Home Loan Bank Act (12 U.S.C. 1427) 
is amended by adding at the end the following new 
subsection:
‘‘(l) WITHHOLDING
OF
COMPENSATION.—Notwith-
standing any other provision of this section, a Federal home 
loan bank shall not transfer, disburse, or pay compensation 
to any executive officer, or enter into an agreement with 
such executive officer, without the approval of the Director, 
for matters being reviewed under section 1318 of the Federal 
Housing Enterprises Financial Safety and Soundness Act 
of 1992 (12 U.S.C. 4518).’’. 
SEC. 109. REVIEWS OF REGULATED ENTITIES. 
Section 1319 of the Housing and Community Develop-
ment Act of 1992 (12 U.S.C. 4519) is amended— 
(1) by striking the section designation and head-
ing and inserting the following: 
‘‘SEC. 1319. REVIEWS OF REGULATED ENTITIES.’’; and 
(2) by inserting after ‘‘any entity’’ the following: 
‘‘that the Director considers appropriate, including 
an entity’’. 
SEC. 110. REGULATIONS AND ORDERS. 
Section 1319G of the Housing and Community Devel-
opment Act of 1992 (12 U.S.C. 4526) is amended— 
(1) by striking subsection (a) and inserting the 
following new subsection: 
‘‘(a) AUTHORITY.—The Director shall issue any regu-
lations, guidelines, and orders necessary to carry out the 
duties of the Director under this title and each of the au-
thorizing statutes to ensure that the purposes of this title 
and such Acts are accomplished.’’; 
(2) in subsection (b), by inserting ‘‘, this title, or 
any of the authorizing statutes’’ after ‘‘under this sec-
tion’’; and 
(3) by striking subsection (c). 
SEC. 111. RISK-BASED CAPITAL REQUIREMENTS. 
(a) IN GENERAL.—Section 1361 of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4611) is 
amended to read as follows: 
‘‘SEC. 1361. RISK-BASED CAPITAL LEVELS FOR REGULATED 
ENTITIES. 
‘‘(a) IN GENERAL.— 
‘‘(1) ENTERPRISES.—The Director shall, by reg-
ulation, establish risk-based capital requirements for 
the enterprises to ensure that the enterprises operate 
in a safe and sound manner, maintaining sufficient 
capital and reserves to support the risks that arise in 
the operations and management of the enterprises. 
‘‘(2) FEDERAL HOME LOAN BANKS.—The Direc-
tor shall establish risk-based capital standards under 
section 6 of the Federal Home Loan Bank Act for the 
Federal home loan banks. 
‘‘(b) CONFIDENTIALITY OF INFORMATION.—Any person 
that receives any book, record, or information from the Di-
rector or a regulated entity to enable the risk-based capital 
requirements established under this section to be applied 
shall— 
‘‘(1) maintain the confidentiality of the book, 
record, or information in a manner that is generally 
consistent with the level of confidentiality established 
for the material by the Director or the regulated enti-
ty; and 
‘‘(2) be exempt from section 552 of title 5, 
United States Code, with respect to the book, record, 
or information. 
‘‘(c) NO LIMITATION.—Nothing in this section shall 
limit the authority of the Director to require other reports 
or undertakings, or take other action, in furtherance of the 
responsibilities of the Director under this Act.’’. 
(b) FEDERAL HOME LOAN BANKS RISK-BASED CAP-
ITAL.—Section 6(a)(3) of the Federal Home Loan Bank Act 
(12 U.S.C. 1426(a)(3)) is amended— 
(1) by striking subparagraph (A) and inserting 
the following new subparagraph: 
‘‘(A) RISK-BASED
CAPITAL
STANDARDS.— 
The Director shall, by regulation, establish risk- 
based capital standards for the Federal home 
loan banks to ensure that the Federal home loan 
banks operate in a safe and sound manner, with
sufficient permanent capital and reserves to sup-
port the risks that arise in the operations and 
management of the Federal home loans banks.’’; 
and 
(2) in subparagraph (B), by striking ‘‘(A)(ii)’’ 
and inserting ‘‘(A)’’. 
SEC. 112. MINIMUM AND CRITICAL CAPITAL LEVELS. 
(a) MINIMUM CAPITAL LEVEL.—Section 1362 of the 
Housing and Community Development Act of 1992 (12 
U.S.C. 4612) is amended— 
(1) in subsection (a), by striking ‘‘IN GENERAL’’ 
and inserting ‘‘ENTERPRISES’’ ; and 
(2) by striking subsection (b) and inserting the 
following new subsections: 
‘‘(b) FEDERAL HOME LOAN BANKS.—For purposes of 
this subtitle, the minimum capital level for each Federal 
home loan bank shall be the minimum capital required to 
be maintained to comply with the leverage requirement for 
the bank established under section 6(a)(2) of the Federal 
Home Loan Bank Act (12 U.S.C. 1426(a)(2)). 
‘‘(c) ESTABLISHMENT OF REVISED MINIMUM CAPITAL 
LEVELS.—Notwithstanding subsections (a) and (b) and 
notwithstanding the capital classifications of the regulated 
entities, the Director may, by regulations issued under sec-
tion 1319G(b), establish a minimum capital level for the
enterprises, for the Federal home loan banks, or for both 
the enterprises and the banks, that is higher than the level 
specified in subsection (a) for the enterprises or the level 
specified in subsection (b) for the Federal home loan banks, 
to the extent needed to ensure that the regulated entities 
operate in a safe and sound manner. 
‘‘(d) AUTHORITY
TO
REQUIRE
TEMPORARY
IN-
CREASE.—Notwithstanding subsections (a) and (b) and any 
minimum capital level established pursuant to subsection 
(c), the Director may, by order, increase the minimum cap-
ital level for a regulated entity for such period as the Direc-
tor may provide if the Director— 
‘‘(1) makes any of the determinations specified 
in subparagraphs (A) through (C) of section 
1364(c)(1); or 
‘‘(2) determines that the regulated entity has vio-
lated any of the prudential management and oper-
ations standards established pursuant to section 
1313A and, as a result of such violation, is operating 
in an unsafe and unsound manner. 
‘‘(e) AUTHORITY TO ESTABLISH ADDITIONAL CAPITAL 
AND RESERVE REQUIREMENTS
FOR PARTICULAR PRO-
GRAMS.—The Director may, at any time by order or regula-
tion, establish such capital or reserve requirements with re-
spect to any program or activity of a regulated entity as
the Director considers appropriate to ensure that the regu-
lated entity operates in a safe and sound manner, with suf-
ficient capital and reserves to support the risks that arise 
in the operations and management of the regulated entity. 
‘‘(f) PERIODIC REVIEW.—The Director shall periodi-
cally review the amount of core capital maintained by the 
enterprises, the amount of capital retained by the Federal 
home loan banks, and the minimum capital levels estab-
lished for such regulated entities pursuant to this section. 
The Director may, by regulations issued under section 
1319G(b), adjust the minimum capital levels as necessary, 
based on the Director’s review.’’. 
(b) CRITICAL CAPITAL LEVELS.— 
(1) IN GENERAL.—Section 1363 of the Housing 
and Community Development Act of 1992 (12 U.S.C. 
4613) is amended— 
(A) by striking ‘‘For’’ and inserting ‘‘(a) 
Enterprises.—For’’; and 
(B) by adding at the end the following new 
subsection: 
‘‘(b) FEDERAL HOME LOAN BANKS.— 
‘‘(1) IN GENERAL.—For purposes of this subtitle, 
the critical capital level for each Federal home loan 
bank shall be such amount of capital as the Director 
shall, by regulation require.
‘‘(2) CONSIDERATION OF OTHER CRITICAL CAP-
ITAL
LEVELS.—In establishing the critical capital 
level under paragraph (1) for the Federal home loan 
banks, the Director shall take due consideration of the 
critical capital level established under subsection (a) 
for the enterprises, with such modifications as the Di-
rector determines to be appropriate to reflect the dif-
ference in operations between the banks and the enter-
prises.’’. 
(2) REGULATIONS.—Not later than the expira-
tion of the 180-day period beginning on the effective 
date under section 185, the Director of the Federal 
Housing Finance Agency shall issue regulations pur-
suant to section 1363(b) of the Housing and Commu-
nity Development Act of 1992 (as added by para-
graph (1) of this subsection) establishing the critical 
capital level under such section. 
SEC. 113. REVIEW OF AND AUTHORITY OVER ENTERPRISE 
ASSETS AND LIABILITIES. 
Subtitle B of title XIII of the Housing and Community 
Development Act of 1992 (12 U.S.C. 4611 et seq.) is amend-
ed— 
(1) by striking the subtitle designation and head-
ing and inserting the following:
‘‘Subtitle B—Required Capital Lev-
els for Regulated Entities, Spe-
cial Enforcement Powers, and 
Reviews of Assets and Liabil-
ities’’; and 
(2) by adding at the end the following new sec-
tion: 
‘‘SEC. 1369E. REVIEWS OF ENTERPRISE ASSETS AND LIABIL-
ITIES. 
‘‘(a) IN GENERAL.—The Director shall conduct, on a 
periodic basis, a review of the on-balance sheet and off-bal-
ance sheet assets and liabilities of each enterprise. 
‘‘(b) AUTHORITY TO REQUIRE DISPOSITION OR ACQUI-
SITION.—Pursuant to such a review and notwithstanding 
the capital classifications of the enterprises, the Director 
may by order require an enterprise, under such terms and 
conditions as the Director determines to be appropriate, to 
dispose of or acquire any asset or liability, if the Director 
determines that such action is consistent with the safe and 
sound operation of the enterprise or with the purposes of 
this Act or any of the authorizing statutes.’’. 
SEC. 114. CORPORATE GOVERNANCE OF ENTERPRISES. 
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. 1322A. CORPORATE GOVERNANCE OF ENTERPRISES. 
‘‘(a) BOARD OF DIRECTORS.— 
‘‘(1) 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 Exchange, as 
such rules may be amended from time to time. 
‘‘(2) 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. 
‘‘(3) NON-MANAGEMENT BOARD MEMBER MEET-
INGS.—The non-management directors of an enter-
prise shall meet at regularly scheduled executive ses-
sions without management participation. 
‘‘(4) QUORUM; 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. 
‘‘(5) INFORMATION.—The management of an en-
terprise shall provide a board member of the enter-
prise with such adequate and appropriate informa-
tion that a reasonable board member would find im-