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
Corporate 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
Code
of Business Conduct and Ethics
.
Corporate Director Independence Standards
Our Board has determined that six of our seven current directors, Laurie Goodman, Robin Josephs, Francis J. Oelerich III, Lisa Polsky,
Sheila A. Stamps and Richard C. Wald 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 theDirector Independence
Standards.
Charters for the Board Committees
Audit Committee
Francis J. Oelerich III (Chair), Laurie Goodman, Robin Josephs
and Lisa Polsky 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 Audit Committee Charter.
Compensation Committee
Robin Josephs (Chair), Francis J. Oelerich III, Sheila A. Stamps and Richard C. Wald 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 Compensation Committee
Charter.
Nominating & Corporate Governance Committee
Lisa Polsky (Chair), Laurie Goodman, Sheila A. Stamps and Richard C. Wald
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 Nominating Corporate Governance Committee
Charter.