Corporate Governance

Code of Business Conduct & Ethics

Corporate Governance

We are committed to conducting our business in a manner consistent with the best practices of corporate governance. Our Board of Directors and management are engaged in a regular process of developing and implementing principles and practices that reflect this commitment to sound corporate governance.

Please find below information relating to our corporate governance, including Corporate Governance Guidelines, Code of Business Conduct and Ethics, the charters of MFA's Board committees and other matters.

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that address significant issues of corporate governance, set forth procedures by which the Board carries out its responsibilities and provide a framework for the company’s governance. The Corporate Governance Guidelines cover issues such as Board composition, Board functions and responsibilities, Board committees, director qualification standards, access to management and independent advisors, director compensation, management succession, director orientation and continuing education, and Board and committee performance evaluations.

The Board's Nominating and Corporate Governance Committee is responsible for assessing and periodically reviewing the adequacy of the Corporate Governance Guidelines and will recommend, as appropriate, proposed changes to the Board.
For more detailed information on our Corporate Governance Guidelines please view our Click here to download the Adobe Acrobat fileCorporate Governance Guidelines .


Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to our directors, officers and employees. The Code of Conduct is designed to assist directors, officers and employees in complying with applicable law, in resolving moral and ethical issues that may arise in the performance of their duties, and in complying with our various policies and procedures. Among the areas specifically addressed by the Code of Conduct are conflicts of interest, use and protection of our assets, confidentiality, communications with the public, internal accounting controls, improper influence of audits, fair dealing with our employees and third parties, and health and safety. The Board’s Nominating and Corporate Governance Committee is responsible for assessing and periodically reviewing the adequacy of the Code of Conduct and will recommend, as appropriate, proposed changes to the Board.

For more detailed information please view the Click here to download the Adobe Acrobat fileCode of Business Conduct and Ethics .


Corporate Director Independence Standards

Our Corporate Governance Guidelines provide that a majority of the directors serving on our Board must be independent as determined by the Board in accordance with the rules and listing standards established by the NYSE. In addition, as permitted under the Guidelines, the Board has also adopted certain additional categorical standards (the “Independence Standards”) to assist it in making determinations with respect to the independence of directors. Our Board has determined that seven of our eight current directors, Stephen R. Blank, James A. Brodsky, Richard J. Byrne, Laurie Goodman, Alan L. Gosule, Robin Josephs and George H. Krauss, qualify as independent directors under the NYSE listing standards and the Independence Standards and that our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are comprised exclusively of independent directors.

For more detailed information please view theClick here to download the Adobe Acrobat fileDirector Independence Standards.


Charters for the Board Committees

Audit Committee

Laurie Goodman (Chair), Richard J. Byrne, Stephen R. Blank and Robin Josephs are the current members of the Audit Committee. The Audit Committee is responsible for, among other things, engaging our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of their audit engagement, approving professional services to be provided by the independent registered public accounting firm, reviewing the independence of the auditors, considering the range of audit and non-audit fees, reviewing the adequacy of our internal controls, accounting and reporting practices and assessing the quality and integrity of our consolidated financial statements.

For more detailed information on specific Audit Committee responsibilities please view the Click here to download the Adobe Acrobat fileAudit Committee Charter.

Compensation Committee

Robin Josephs (Chair), Stephen R. Blank, James A. Brodsky and Alan L. Gosule are the current members of the Compensation Committee. The Compensation Committee is responsible for, among other things, overseeing the approval, administration and evaluation of our compensation plans, policies and programs and reviewing and establishing the compensation of our executive officers and directors.

For more detailed information on specific Compensation Committee responsibilities please view the Click here to download the Adobe Acrobat fileCompensation Committee Charter.

Nominating & Corporate Governance Committee

George H. Krauss (Chair), Richard J. Byrne, James A. Brodsky, Laurie Goodman and Alan L. Gosule are the current members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for, among other things, assisting the Board in identifying individuals qualified to become Board members, recommending to the Board the director nominees to stand for election by our stockholders, recommending to the Board the directors to serve on each of the Board's committees, developing and recommending to the Board the corporate governance principles and guidelines applicable to us and directing the Board in an annual review of its performance.

For more detailed information on specific Nominating and Corporate Governance Committee responsibilities please view the Click here to download the Adobe Acrobat fileNominating Corporate Governance Committee Charter.