Corporate Governance FAQs
How many times per year does the Board of Directors meet? During Fiscal 2007, the Board held 38 meetings, 31 of which were telephonic. What is the composition of the Board of Directors? The Board of Directors consists of 9 members, 7 of whom are not employees of the Company. Angelo R. Mozilo, the Company's Chairman and Chief Executive Officer, and David Sambol, the Company's President and Chief Operating Officer, are the only Board members who are also employees of CFC. All of the Board's committees are comprised entirely of non-employee directors. What are CFC's Board committees? Audit and Ethics Committee Compensation Committee Corporate Governance and Nominating Committee Credit Committee Finance Committee Operations and Public Policy Committee Special Oversight Committee For how long are Directors elected? Directors serve three-year terms, which are staggered to provide for the election of approximately one-third of the Board each year. How are committee assignments determined? The Corporate Governance and Nominating Committee is responsible for reviewing and recommending overall Board committee organization. The Corporate Governance and Nominating Committee will consult with the Chairman and consider the preference of individual Directors, the needs of the Company, and the qualifications of the Directors. All Directors will be polled, prior to any assignment, as to their preference. Who is responsible for setting the agendas for each of the Board committees? In general, the committee Chairperson is responsible for the overall activities of the committee, which includes developing the agenda. The committee Chairperson, in consultation with the appropriate members of the Company's senior management, will develop the committee's agenda, which will be circulated in advance of the meeting. Does the Board have regular access to management? Directors have full and unrestricted access to the Company's management. It is assumed that Directors will use judgment so that this contact is not distracting to the operations of Countrywide. Does Countrywide have Corporate Governance Guidelines? Yes, the Board has adopted Corporate Governance Guidelines, which are available by clicking here Who is the Board's Lead Director? The outside Directors have selected Mr. Harley W. Snyder, President of HSC, Inc., as Lead Director. The Lead Director is selected by the independent Directors and his/her duties include: acting as chair of the executive sessions, consulting with the Chairman on the agenda for Board meetings, coordinating the evaluation of the Chairman, and performing such other duties as the outside Directors might designate from time to time. Does the Company have a mandatory retirement age for Directors? With certain exceptions, the Board has a mandatory retirement age of 75 (see the "Retirement Age" section of the Corporate Governance Guidelines for additional details). Is there a limit to the number of other directorships a member of the Board may hold? Yes. Directors must limit the number of other boards on which a Director serves in order to ensure that such service does not interfere with the Director's ability to fulfill his or her duties as a member of the Board. To that end, no Director may serve on more than four publicly traded company boards and no member of the Audit and Ethics Committee may simultaneously serve on the audit committee of more than three publicly traded companies. Directors are expected to be mindful of their fiduciary obligations to the Company and to avoid any action, position, or interest that conflicts with the interests of the Company or gives the appearance of conflict. Additionally, should a change in circumstances occur -- such as an invitation to sit on another company's board, or other events or circumstances that would adversely impact the Director's ability to serve, or a change in employment -- they must communicate this change, in writing, to the Chairman. The Chairman shall then consult with the Corporate Governance and Nominating Committee with regard to the impact, if any. Based on such consultation, the Chairman and the Corporate Governance and Nominating Committee may then make recommendations to the Board in connection herewith. Does the Board evaluate its performance? Yes. The Corporate Governance and Nominating Committee coordinates the process for the evaluation of the Board and its Committees. The Corporate Governance and Nominating Committee will review and make recommendations to the Board, no less than annually, concerning the role and effectiveness of the Board, Board Committees and the corporate governance process. How often does the Board meet without the participation of management? According to the Company's Corporate Governance Guidelines, members of the Board of Directors will meet without the participation of management in executive session at least four times a year. In addition, at least once per year, the Board will meet in executive session with only independent Directors present.