HR 1461 RFS 
section 185 of the Federal Housing Finance Reform 
Act of 2005), and any amounts remaining from as-
sessments on the Federal Home Loan banks pursu-
ant to section 18(b) of the Federal Home Loan 
Bank Act (12 U.S.C. 1438(b)), shall, upon such ef-
fective date, be treated for purposes of this sub-
section as amounts received 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 fore-
casts as prepared by the Director in the ordinary 
course of the Agency’s operations, and copies of the 
quarterly reports of the Agency’s financial condition 
and results of operations as prepared by the Direc-
tor in the ordinary course of the Agency’s oper-
ations. 
‘‘(2) FINANCIAL
STATEMENTS.—The Agency 
shall prepare annually a statement of assets and li-
abilities and surplus or deficit; a statement of in-
come and expenses; and a statement of sources and 
application of funds.
HR 1461 RFS 
‘‘(3) FINANCIAL MANAGEMENT SYSTEMS.—The 
Agency shall implement and maintain financial man-
agement systems that comply substantially with 
Federal financial management systems require-
ments, 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 Gen-
eral an assertion as to the effectiveness of the inter-
nal 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 sub-
section may not be construed as implying any obliga-
tion 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 Agen-
cy. 
‘‘(h) AUDIT OF AGENCY.— 
‘‘(1) IN GENERAL.—The Comptroller General 
shall annually audit the financial transactions of the
HR 1461 RFS 
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 Ac-
countability Office shall have access to the personnel 
and to all books, accounts, documents, papers, 
records (including 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 representatives shall be afforded full facili-
ties for verifying transactions with the balances or 
securities held by depositaries, fiscal agents, and 
custodians. All such books, accounts, documents, 
records, reports, files, papers, and property of the 
Agency shall remain in possession and custody of 
the Agency. The Comptroller General may obtain 
and duplicate any such books, accounts, documents, 
records, working papers, automated 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
HR 1461 RFS 
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 liabil-
ities and surplus or deficit, the statement of income 
and expenses, the statement of sources and applica-
tion of funds, and such comments and information 
as may be deemed necessary to inform Congress of 
the financial operations and condition of the Agency, 
together with such recommendations with respect 
thereto as the Comptroller General may deem advis-
able. 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, 
professional services of firms and organizations of 
certified public accountants for temporary periods or 
for special purposes. Upon the request of the Comp-
HR 1461 RFS 
troller 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 Gen-
eral. The Comptroller General shall credit funds 
transferred to the account established for salaries 
and expenses of the Government Accountability Of-
fice, 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 
section 1314(c) (relating to fraudulent financial 
transactions) and the report regarding each such ex-
amination shall describe any problems with such 
procedures maintained by the regulated entity.’’; 
(2) in subsection (b)—
HR 1461 RFS 
(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 Hous-
ing Enterprises Oversight Fund’’. 
(b) ENHANCED AUTHORITY TO HIRE EXAMINERS 
AND ACCOUNTANTS.—Section 1317 of the Housing and 
Community Development Act of 1992 (12 U.S.C. 4517) 
is amended by adding at the end the following new sub-
section: 
‘‘(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-
HR 1461 RFS 
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 in-
serting the following: ‘‘The Federal home loan banks 
shall be subject to examinations by the Director to 
the extent provided in section 1317 of the Federal 
Housing Enterprises Financial Safety and Sound-
ness Act of 1992 (12 U.S.C. 4517).’’.
HR 1461 RFS 
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 sub-
section (d); and 
(3) by inserting after subsection (a) the fol-
lowing 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, 
regulation, order, or written agreement, and insider abuse 
with respect to the regulated entity. The approval of an 
agreement 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).
HR 1461 RFS 
‘‘(c) WITHHOLDING
OF COMPENSATION.—In car-
rying out subsection (a), the Director may require a regu-
lated entity to withhold any payment, transfer, or dis-
bursement of compensation to an executive officer, or to 
place such compensation in an escrow account, during the 
review of the reasonableness and comparability of com-
pensation.’’. 
(b) CONFORMING AMENDMENTS.— 
(1) FANNIE MAE.—Section 309(d) of the Fed-
eral 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 ap-
proval of the Director, for matters being reviewed under 
section 1318 of the Federal Housing Enterprises Finan-
cial 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:
HR 1461 RFS 
‘‘(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 ap-
proval of the Director, for matters being reviewed under 
section 1318 of the Federal Housing Enterprises Finan-
cial 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 com-
pensation to any executive officer, or enter into an agree-
ment 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 Devel-
opment Act of 1992 (12 U.S.C. 4519) is amended— 
(1) by striking the section designation and 
heading and inserting the following:
HR 1461 RFS 
‘‘SEC. 1319. REVIEWS OF REGULATED ENTITIES.’’; 
and 
(2) by inserting after ‘‘any entity’’ the fol-
lowing: ‘‘that the Director considers appropriate, in-
cluding an entity’’. 
SEC. 110. REGULATIONS AND ORDERS. 
Section 1319G of the Housing and Community De-
velopment 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 reg-
ulations, 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 
section’’; 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.—
HR 1461 RFS 
‘‘(1) ENTERPRISES.—The Director shall, by 
regulation, establish risk-based capital requirements 
for the enterprises to ensure that the enterprises op-
erate in a safe and sound manner, maintaining suffi-
cient capital and reserves to support the risks that 
arise in the operations and management of the en-
terprises. 
‘‘(2) FEDERAL HOME LOAN BANKS.—The Di-
rector 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 per-
son that receives any book, record, or information from 
the Director 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 en-
tity; and 
‘‘(2) be exempt from section 552 of title 5, 
United States Code, with respect to the book, 
record, or information.
HR 1461 RFS 
‘‘(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 support 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—
HR 1461 RFS 
(1) in subsection (a), by striking ‘‘IN GEN-
ERAL’’ 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 CAP-
ITAL LEVELS.—Notwithstanding subsections (a) and (b) 
and notwithstanding the capital classifications of the regu-
lated entities, the Director may, by regulations issued 
under section 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 regu-
lated 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 sub-
section (c), the Director may, by order, increase the min-
HR 1461 RFS 
imum capital level for a regulated entity for such period 
as the Director 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 
violated any of the prudential management and op-
erations standards established pursuant to section 
1313A and, as a result of such violation, is oper-
ating in an unsafe and unsound manner. 
‘‘(e) AUTHORITY TO ESTABLISH ADDITIONAL CAP-
ITAL AND RESERVE REQUIREMENTS FOR PARTICULAR 
PROGRAMS.—The Director may, at any time by order or 
regulation, establish such capital or reserve requirements 
with respect to any program or activity of a regulated enti-
ty as the Director considers appropriate to ensure that 
the regulated entity operates in a safe and sound manner, 
with sufficient capital and reserves to support the risks 
that arise in the operations and management of the regu-
lated 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.
HR 1461 RFS 
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 sub-
title, the critical capital level for each Federal home 
loan bank shall be such amount of capital as the Di-
rector 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 Director determines to be appropriate to reflect 
the difference in operations between the banks and 
the enterprises.’’.
HR 1461 RFS 
(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 Com-
munity 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 Commu-
nity Development Act of 1992 (12 U.S.C. 4611 et seq.) 
is amended— 
(1) by striking the subtitle designation and 
heading 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:
HR 1461 RFS 
‘‘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- 
balance sheet assets and liabilities of each enterprise. 
‘‘(b) AUTHORITY TO REQUIRE DISPOSITION OR AC-
QUISITION.—Pursuant to such a review and notwith-
standing 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 ap-
propriate, 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 stat-
utes.’’. 
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 Ex-
HR 1461 RFS 
change, 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 
MEETINGS.—The non-management directors of an 
enterprise shall meet at regularly scheduled execu-
tive sessions 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 ma-
jority of the seated board of directors and a board 
member may not vote by proxy. 
‘‘(5) 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. 
‘‘(6) ANNUAL REVIEW.—At least annually, the 
board of directors of each enterprise shall review, 
with appropriate professional assistance, the require-
HR 1461 RFS 
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.—
HR 1461 RFS 
‘‘(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-
HR 1461 RFS 
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.
HR 1461 RFS 
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 executive 
officers and succession planning for such 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.
HR 1461 RFS 
‘‘(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
HR 1461 RFS 
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-
HR 1461 RFS 
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-
HR 1461 RFS 
banes-Oxley Act of 2002, subject to such require-
ments as provided by subsection (l) of this section. 
‘‘(l) OTHER MATTERS.—The Director may from time 
to time establish standards, by regulation, order, or guide-
line, regarding such other corporate governance matters 
of the enterprises as the Director considers appropriate. 
‘‘(m) MODIFICATION OF STANDARDS.—In connection 
with standards of Federal or State law (including the Re-
vised Model Corporation Act) or New York Stock Ex-
change rules that are made applicable to an enterprise 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 discre-
tion, may modify the standards contained in this section 
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 enterprise.’’. 
SEC. 115. REQUIRED REGISTRATION UNDER SECURITIES 
EXCHANGE ACT OF 1934. 
The Housing and Community Development Act of 
1992 is amended by adding after section 1322A, as added 
by the preceding provisions of this Act, the following new 
section:
HR 1461 RFS 
‘‘SEC. 1322B. REQUIRED REGISTRATION UNDER SECURI-
TIES EXCHANGE ACT OF 1934. 
‘‘(a) IN GENERAL.—Each regulated entity shall reg-
ister at least one class of the capital stock of such regu-
lated entity, and maintain such registration with the Secu-
rities and Exchange Commission, under the Securities Ex-
change Act of 1934. 
‘‘(b) ENTERPRISES.—Each enterprise shall comply 
with sections 14 and 16 of the Securities Exchange Act 
of 1934.’’. 
SEC. 116. FINANCIAL INSTITUTIONS EXAMINATION COUN-
CIL. 
The Federal Financial Institutions Examination 
Council Act of 1978 is amended— 
(1) in section 1003 (12 U.S.C. 3302)— 
(A) in paragraph (1), by inserting ‘‘Direc-
tor of the Federal Housing Finance Agency,’’ 
after ‘‘Supervision,’’; and 
(B) in paragraph (3), by striking ‘‘or a 
credit union;’’ and inserting ‘‘a credit union, or 
a regulated entity (as such term is defined in 
section 1303 of the Housing and Community 
Development Act of 1992 (12 U.S.C. 4502)).’’; 
(2) in section 1004 (12 U.S.C. 3303)— 
(A) in paragraph (4), by inserting a semi-
colon at the end;
HR 1461 RFS 
(B) by redesignating paragraph (5) as 
paragraph (6); and 
(C) by inserting after paragraph (4) the 
following new paragraph: 
‘‘(5) the Director of the Federal Housing Fi-
nance Agency; and’’; and 
(3) in section 1006(d) (12 U.S.C. 3305(d)), by 
striking ‘‘and employees of the Federal Housing Fi-
nance Board’’. 
SEC. 117. GUARANTEE FEE STUDY. 
(a) IN GENERAL.—The Comptroller General of the 
United States, in consultation with the heads of the fed-
eral banking agencies and the Director of the Office of 
Federal Housing Enterprise Oversight of the Department 
of Housing and Urban Development, shall, not later than 
one year after the date of the enactment of this Act, sub-
mit to the Congress a study concerning the pricing, trans-
parency and reporting of the Federal National Mortgage 
Association, the Federal Home Loan Mortgage Corpora-
tion, and the Federal home loan banks with regard to 
guarantee fees and concerning analogous practices, trans-
parency and reporting requirements (including advances 
pricing practices by the Federal Home Loan Banks) of 
other participants in the business of mortgage purchases 
and securitization.
HR 1461 RFS 
(b) FACTORS.—The study required by this section 
shall examine various factors such as credit risk, 
counterparty risk considerations, economic value consider-
ations, and volume considerations used by the regulated 
entities (as such term is defined in section 1303 of the 
Housing and Community Development Act of 1992) in-
cluded in the study in setting the amount of fees they 
charge. 
(c) CONTENTS
OF REPORT.—The report required 
under subsection (a) shall identify and analyze— 
(1) the factors used by each enterprise (as such 
term is defined in section 1303 of the Housing and 
Community Development Act of 1992) in deter-
mining the amount of the guarantee fees it charges; 
(2) the total revenue the enterprises earn from 
guarantee fees; 
(3) the total costs incurred by the enterprises 
for providing guarantees; 
(4) the average guarantee fee charged by the 
enterprises; 
(5) an analysis of how and why the guarantee 
fees charged differ from such fees charged during 
the previous year;
HR 1461 RFS 
(6) a breakdown of the revenue and costs asso-
ciated with providing guarantees, based on product 
type and risk classifications; and 
(7) other relevant information on guarantee 
fees with other participants in the mortgage and 
securitization business. 
(d) PROTECTION OF INFORMATION.—Nothing in this 
section may be construed to require or authorize the Gov-
ernment Accounting Office, in connection with the study 
mandated by this section, to disclose information of the 
enterprises or other organization that is confidential or 
proprietary. 
(e) EFFECTIVE DATE.—This section shall take effect 
on the date of the enactment of this Act. 
SEC. 118. 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’’;