CORPORATE POLICY
Subject: Code of Conduct
Policy Number: 1-140
Control Point: Chief Compliance Officer
Approval Authority: Board of Directors
Signature: William H. McDavid
__________________________________________________________________________________
Effective Date: January 1, 2014
New
Replaces Policy 1-140 dated December 13, 2012
Reviewed by Legal or Determined that No Legal Review Necessary
Code of Conduct
Navigating This Document
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Table of Contents
A Message from the CEO................................. 1
Our Marketplace................................................... 12
Our History and Mission.................................... 3
We Respect Our Customers and Protect Their
Confidential Information
Our Values.................................................................... 3
We Compete Fairly and Ethically and Comply
with Applicable Laws
Living by Our Code................................................ 4
Our Code
Application of the Code
Making Home Affordable Compliance (MHA-C) Code of Conduct
Additional Responsibilities of Officers, Directors, and Managers
Waivers
Ethical Decision-Making
Asking Questions and Raising Concerns
Who to Contact
What Happens when a Question or Concern Is Raised?
No Tolerance for Retaliation
Other Resources
Fair Competition
Anti-Fraud
Anti-Corruption
We Avoid Conflicts of Interest
Self-Dealing and Corporate Opportunities
Personal Investment Limitations
Business Courtesies (Gifts, Meals, and Entertainment)
Accepting Business Courtesies from Interested Parties
Providing Business Courtesies to Interested Parties
Business Courtesies involving Government Officials
Our Company & Owners................................. 16
We Protect Freddie Mac Assets and Resources
Our Workplace.......................................................... 9
We Treat Each Other with Respect and Value Diversity
We Do Not Tolerate Discrimination or Harassment
We Avoid Conflicts of Interest in the Workplace
Gifts Among Employees
Loans to Executive Officers
Relationships in the Workplace
Outside Activities and Family Member Activities
We Keep Each Other Safe
Substance Abuse
Violence and Weapons
We Safeguard Our Confidential Information
Confidentiality of Employee Information
Use of Freddie Mac Assets
Intellectual Assets
Confidential Information
Records Management and Legal Holds
Truthful and Accurate Reporting
Insider Trading
“Window Periods” and Pre-Clearance of Transactions
in Freddie Mac Securities
Information Wall and Restricted Persons
We Communicate Responsibly
Working With Regulators and Government Agencies
Working With Auditors
Interacting With the Media, the Investment Community
and Others Outside Freddie Mac
Our Communities................................................. 20
We are Environmentally Responsible
We Give Back to Our Communities
Personal Community Activities
Personal Political Activities
Freddie Mac | Code of Conduct
A Message from the CEO
Freddie Mac was chartered more than 40 years ago with
An important part of fostering an ethical culture is speaking
a mission to help families achieve one of our nation’s most
up when there is questionable conduct. I am personally
cherished dreams — that of safe, affordable housing. We
committed to maintaining our culture where people are
do so by providing liquidity, stability and affordability to
encouraged to speak up and are protected from retaliation.
the mortgage market. To be successful in fulfilling those
Whether you have a question about the Code or are reporting
responsibilities, we must act in accordance with the highest
possible misconduct, I urge you to make use of one of the
standards of integrity and fairness. Doing so demonstrates
many options available to you, including contacting your
our commitment to our mission and earns us the trust of our
manager, the Compliance Division or the Compliance and
customers, regulators, peers, business partners, and the
Ethics Helpline (www.freddiemacethicshelpline.com or
communities in which we live and work.
(877) 301-CODE (2633)).
But Freddie Mac also has strong reasons beyond our mission
Since the beginning of the housing crisis, Freddie Mac has
to insist on the highest standards of ethical conduct — we are
strengthened its credit and eligibility standards to produce
in conservatorship, a status that brings added scrutiny. The
better quality loans that foster sustainable homeownership
government has placed its confidence in Freddie Mac and
opportunities for America’s families. Our results are paying
entrusted us with special responsibilities. More than ever we
off and we are committed to supporting a strong housing
need to stay true to our values. Act with integrity. Do the right
finance system that serves future generations. With talented
thing. Treat others as you would like to be treated. Strive to
employees who are passionate about our mission, we will
act consistently with the spirit of the Code, not just its letter.
continue to favorably impact the lives of millions of American
Freddie Mac’s Code of Conduct is the guide for how we
should serve our mission and conduct our business. The
Code reflects our commitment to pursue our daily activities
and goals ethically and transparently at all times. Each
borrowers. Our work will help shape the housing finance
market for decades to come. I am very proud to be part of a
company that has such a vital public purpose and a strong
focus on integrity and ethical conduct. I hope you are too.
one of us is personally responsible for fostering an ethical
culture at Freddie Mac. Every action we take or decision we
make affects this company’s reputation and the results we
achieve. By adhering to the principles set forth in the Code of
Conduct, you can demonstrate leadership and commitment
to our Company and to America’s families.
Donald H. Layton
Chief Executive Officer
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2
Freddie Mac | Code of Conduct
Freddie Mac | Code of Conduct
Our History and Mission
Freddie Mac was chartered by the U.S. Congress in 1970
with a public mission to provide liquidity, stabilize the nation's
residential mortgage markets, and expand opportunities for
homeownership and affordable rental housing.
Simply put, our statutory mission is to provide liquidity,
stability, and affordability to the U.S. housing market.
The 2008 economic downturn put a special focus on a key
aspect of our mission: helping families keep their homes.
By carrying out our expanded mission, we are playing a vital
role in the nation’s housing recovery.
Freddie Mac’s charter provides us with a clear mission
requiring Freddie Mac to do the following:
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Provide stability in the secondary mortgage market
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Respond appropriately to the private capital market
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Provide ongoing assistance to the secondary
mortgage market, including activities relating
to mortgages securing housing for low- and
moderate-income families (that may involve a
reasonable economic return that may be less
than the return on other activities) by improving
the liquidity of mortgage investments and thereby
attracting more capital to the mortgage market
Promote access to mortgage credit throughout the
nation, including underserved areas by improving
the liquidity of mortgage investments and thereby
attracting more capital to the mortgage market
Freddie Mac's Congressional charter lays the foundation
of our business and the ideals that power our mission. The
charter forms the framework for our business lines, shapes
the products we bring to market, and drives the services
we provide to the nation's housing and mortgage industry.
Consistent with our charter, Freddie Mac provides a stable,
liquid, and affordable flow of credit to the conforming
residential mortgage market throughout the nation, both in
good times and in bad.
Our Values
At Freddie Mac, we pride ourselves in helping America’s
families. Our business efforts are focused on meeting
the goals of our charter. We recognize that we cannot
reach our full potential unless we embrace a set of values
consistent with our mission.
Leadership and Accountability
We take the initiative to achieve our common
purpose and are accountable for reaching our goals.
Integrity
We do the right thing — without compromise.
Customer Focus
We understand and focus on the needs of our
customers.
People
We are fair, respect others, embrace diversity, work
collaboratively, and recognize achievement.
Results
We strive to excel and embrace change to improve
everything we do.
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Freddie Mac | Living by Our Code
4
Living by Our Code
Our Code
Ethics and integrity are an important part of life, and are
also important to running a successful business. To become
successful and maintain a good reputation in the market,
a business needs to be driven by strong ethical values and
must act with the utmost of integrity. Good ethics are good
for business.
This Code of Conduct (“Code”) is one way in which we
incorporate ethics and integrity in our business. The Code
is also designed to make Freddie Mac a better place for
all of us as employees. The Code describes our guiding
ethical principles and clarifies the responsibilities that we
have to each other, our business partners, our competitors,
and our customers. It describes the standards of conduct
that govern our business dealings and highlights ethical
considerations that should be evaluated when making
difficult business decisions.
Application of the Code
The Code is a guide and resource to help each of us
contribute to Freddie Mac’s integrity as we pursue our
corporate mission. The Code applies to all full and part time
employees. In addition, Freddie Mac expects all parties who
work on Freddie Mac’s behalf, including contingent workers,
independent contractors, and consultants, to embrace the
spirit of the Code and adhere to its standards of conduct.
The Code contains general values and standards of behavior
that are expanded upon in corporate policies and procedures.
For your convenience, the Code contains references to
many, but not all, of these policies. Should there be a conflict
between the Code and any of the policies, the Code prevails.
As Freddie Mac employees, we are in the best position to
enhance the Company’s reputation in the community and
to make Freddie Mac a better place to work. Each of us
must review and comply with the Code, as well as Freddie
Mac’s policies and procedures. Our acknowledgement of
and compliance with the Code is a condition of employment.
And, as always, we must comply with applicable law.
The Compliance Division (“Compliance Division” or
“Compliance”) works with Freddie Mac employees to
foster a corporate culture of integrity. In that role, the
Compliance Division is responsible for administering and
interpreting the Code.
Making Home Affordable-Compliance
(MHA-C) Code of Conduct
Employees providing services under the Financial Agency
Agreement between Freddie Mac and the Department of the
Treasury are also subject to the Freddie Mac Making Home
Affordable Code of Conduct, which contains more restrictive
rules on matters such as confidentiality, personal investments,
gifts and entertainment, and other business courtesies.
Policy 1-143
Freddie Mac Making Home Affordable Code of
Conduct
Additional Responsibilities of Officers,
Directors, and Managers
Officers, directors, and managers are held to an even higher
level of accountability for ethical behavior. They are expected
to lead by example and set a tone that reinforces the
importance of compliance and ethical business conduct.
Their added responsibilities include:
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Act as a role model
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Promote our culture of integrity
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Encourage open communications
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Recognize and reward behavior that exemplifies our
ethical principles and values
Assist in enforcing the Code through appropriate
corrective measures
Timely report possible violations of the Code, policies,
or law to the Compliance and Ethics Helpline or the
Compliance Division
Waivers
In limited circumstances, Freddie Mac’s Chief Compliance
Officer may grant employees, other than executive officers,
a waiver of a provision of the Code. Waivers of a Code
provision for executive officers may be made only by the
Board of Directors or its designated committee. Waivers
are disfavored and will be publicly disclosed as required by
applicable law.
Freddie Mac | Living by Our Code
5
Ethical Decision-Making
This Code does not describe every business practice or answer every question. We are all expected to conduct ourselves in
accordance with the highest ethical standards.
Whenever you are uncertain of the right thing to do,
ask yourself the following questions:
1
Are my actions legal?
YES?
2
Are my actions ethical?
YES?
3
Do my actions reflect our values?
YES?
4
Do my actions
conform with company policy?
YES?
5
Am I comfortable with these actions —
are they the right thing to do?
YES?
6
Would I be comfortable if I were to
see my actions reported in the media?
YES?
7
Could I justify my actions
to my co-workers, friends, and family?
YES?
8
Will I be comfortable with my actions
a few days from now?
YES?
If you answered “NO” to any of these questions, you
need to exercise care before taking any action and
are encouraged to seek guidance from Compliance
or another resource identified on the next page.
Freddie Mac | Living by Our Code
6
Asking Questions and Raising Concerns
Who to Contact
Each of us must take responsibility for acting with integrity at
all times and should help ensure that Freddie Mac operates
ethically and lawfully.
For assistance with questions about the Code or other ethics
and compliance matters, you should contact your manager
or Compliance.
If you have questions about this Code, or concerns about
potentially illegal or unethical business conduct, you are
strongly encouraged to contact your manager, Compliance,
or any of the resources below. Managers have the duty to
timely report possible wrongdoing to the Compliance and
Ethics Helpline or the Compliance Division.
There are several ways to report potential
misconduct, including the following:
Reporting Concerns
I talked to my manager about a
situation in our team that I think
violates the Code. She didn’t do
anything about it and told me not to worry about
it. I am not comfortable with her response.
What should I do?
Q:
You are encouraged to contact your
manager because managers have
an interest in promoting an ethical
environment and an obligation to uphold
the Code. However, if for any reason that is
not an option or you do not feel that your issue
was addressed, you are encouraged to contact
the Compliance and Ethics Helpline, your HR
representative, your next-level manager, or any
other contact listed above.
A:
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Your manager
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Your next-level manager
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Compliance
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The Compliance & Ethics Helpline
Phone: (877) 301-CODE (2633)
Internet: www.FreddieMacEthicsHelpline.com
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Your Human Resources Business Partner or
Employee Relations
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Internal Audit
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Any officer
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The Chair of the Audit Committee of the
Board of Directors
The Compliance and Ethics Helpline is available for anyone to
request information or report allegations of wrongdoing (such
as violations of a law or regulation, this Code, or Company
policies), on either an anonymous or confidential basis, 24
hours a day, 365 days a year. Freddie Mac uses a third-party
service to help maintain anonymity when requested. When
anonymity is requested, the identity of the callers will be kept
confidential to the extent reasonably possible and consistent
with the law and good business practices.
What Happens When a Question
or Concern Is Raised?
Freddie Mac will respond to all requests for advice or
information and will investigate, as appropriate, all reports
of alleged violations of this Code, Company policies, and
applicable laws or regulations in a prompt, fair, and impartial
manner, in accordance with applicable corporate policies
and procedures.
As Freddie Mac employees, it is our duty to cooperate fully
with these investigations, to be truthful and forthcoming
during the course of such investigations, and to keep such
investigations appropriately confidential. It is unacceptable
to act in bad faith or knowingly make a false complaint or
statement in an investigation.
Freddie Mac | Living by Our Code
7
No Tolerance for Retaliation
Freddie Mac is committed to maintaining a work environment
where employees can ask questions, voice concerns, and
make appropriate suggestions without fear of retaliation.
Freddie Mac will not tolerate retaliation against any company
or individual who, based on his or her reasonable good faith
belief, reports a concern about potential illegal or unethical
conduct or a violation of Freddie Mac policies or who assists
in the resolution of an investigation or proceeding.
Policy 1-150
Complaint Policy for Accounting, Internal Accounting
Controls and Auditing Matters Pertaining to Freddie
Mac’s Business
Policy 1-152
Investigations Policy for Complaints
Policy 3-214
Corrective Action
Other Resources
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To report an actual or suspected information security
incident (i.e., loss, unauthorized disclosure or theft of
confidential information, including Protected Personal
Information), contact the Privacy Office at
[email protected], or Information
Security at [email protected].
Information Security incidents may involve data in
electronic or paper format, or data stored on a Freddie
Mac asset (i.e., laptop).
To report possible financial instrument fraud (such as
mortgage-related fraud), contact the Fraud Hotline at
(800) 4FRAUD8 (437-2838) or email mortgage_fraud_
[email protected].
If you have questions or concerns about your mortgage,
contact Freddie Mac’s Customer Support Department at
(800) FREDDIE (373-3343).
If you have questions or concerns about a Freddie Mac
REO property, contact HomeSteps’ Customer Support
Department at (800) 972-7555.
Non-Retaliation
I made a complaint about my manager
to the Compliance and Ethics Helpline,
but now I am concerned that he will be
angry with me and that this will affect my job.
What can I do?
Q:
First, remember that we do our best to
keep Helpline submissions confidential.
Also, as part of our investigative process,
we will reinforce with everyone involved that
Freddie Mac will not tolerate retaliation. If
you ever experience or suspect retaliation, you
should report it promptly to the Compliance and
Ethics Helpline or the Compliance Division.
A:
Neutral & Objective
Investigation
Q:
What happens if someone makes a
report about me, but I haven’t done
anything wrong?
Freddie Mac does not assume that a
violation has occurred just because
a report is made. Instead, Freddie Mac
will initiate an impartial and objective investigation
with no assumptions or presumptions about the
complaint or the parties involved.
A:
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Freddie Mac | Our Workplace
Freddie Mac | Our Workplace
9
Our Workplace
We Treat Each Other with Respect and Value Diversity
At Freddie Mac, we recognize the importance of mutual
respect when dealing with our fellow employees. We act
fairly in dealing with our co-workers and treat them with
respect and dignity. Freddie Mac officers, directors, and
managers have a special responsibility to foster a
workplace environment that supports honesty, integrity,
respect, and trust.
We also recognize the contribution of our diverse workforce
to our success as an organization, and value a work
environment where diversity is embraced, and where our
differences are respected. We welcome, accept, and value
each person according to his or her contribution to the
attainment of Freddie Mac’s goals and successes.
voluntary gifts or donations of a reasonable value for special
occasions, such as births, marriages, illnesses, retirements,
birthdays, and holidays. Even for such special occasions,
however, managers may not ask employees within their
chain of supervision for donations or contributions for a gift.
Also, as stewards of the taxpayers’ funds, we must be
careful in our use of those funds. Thus, we must not use
Freddie Mac funds to provide any gifts, entertainment, meals,
refreshments, or other items of value to other employees
except as permitted by our Business Courtesies policy.
Policy 3-202
Business Courtesies
Policy 5-208
Corporate Meeting Space and Catering
We Do Not Tolerate Discrimination or Harassment
Freddie Mac takes pride in maintaining an inclusive, equal
opportunity work environment that respects the dignity of all
individuals regardless of background and personal characteristics. Freddie Mac is fully committed to equal employment
opportunity and seeks to recruit, hire, develop, and retain the
most qualified people from a diverse candidate pool.
We will not discriminate based on race, color, religion,
ethnicity, gender, pregnancy, age, national origin, disability,
sexual orientation, gender identity/expression, marital status,
veteran status, genetic information, or any other status
protected by law or Freddie Mac policy. We will not engage
in or tolerate any form of harassment. Managers are required
and employees are strongly encouraged to report incidents
of discrimination and harassment to our Human Resources
Business Partners or Employee Relations.
Policy 3-201
Harassment
Q:
A:
Can you give some concrete examples of
conduct that can be considered offensive,
intimidating, and/or discriminatory?
A few examples are:
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EEO, Anti-Harassment, and Reasonable
Accommodation of Disabilities Policy
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We Avoid Conflicts of Interest in the Workplace
Gifts Among Employees
In some circumstances, giving or receiving gifts among
employees may give rise to perceived obligations or may be
viewed as preferential treatment. Subject to these considerations, employees may generally use their personal funds for
n
Making jokes or insults related
to race, ethnicity, religion, age,
sexual orientation, or gender
Viewing or distributing obscene
or otherwise inappropriate
pictures, videos, or drawings
Using email, voicemail, text messages,
social media, or any other electronic
devices to transmit derogatory
or discriminatory information
Making unwelcome sexual
advances or suggestions or making
unwanted physical contact
Freddie Mac | Our Workplace
10
Loans to Executive Officers
Outside Employment:
Employee Part-Time Job
I hold a realtor’s license and would like
to work as a real estate agent part-time.
Is this something I am allowed to do
as a Freddie Mac employee?
Q:
Consistent with the Outside Activities
and Family Member Activities policy
(3-203), Freddie Mac employees
seeking to work part time as a real estate agent
or broker must obtain approval from both
their first level officer and Compliance.
Divisions’ policies (e.g., HomeSteps) may
otherwise prohibit or limit such activity, so you
must first obtain authorization from your first level
officer before seeking Compliance approval.
A:
Compliance will analyze each case on an
individual basis before making a determination,
but, in any event, Freddie Mac employees who
obtain authorization to work as real estate
agents or brokers may not:
n
n
n
Work directly with the secondary
mortgage market;
Deal in properties that are owned
by Freddie Mac; or
Assist other employees with the purchase
or sale of properties in connection with
the Freddie Mac relocation program.
As with all outside employment, any such services
must be performed on the employee’s own time
and resources.
Freddie Mac is restricted by certain laws, regulations, and
Company policies and procedures from making, or arranging
for, loans and other extensions of credit to its executive
officers or members of the Board of Directors.
Relationships in the Workplace
As Freddie Mac employees, we must ensure that
our workplace is fair and untainted by perceptions of
favoritism. Thus, we may not have a familial relationship,
romantic relationship, or intimate personal relationship with
a first or second level supervisor or subordinate. Such
relationships are permitted between peers or colleagues
who have the same first and second level supervisor,
as long as the relationship is disclosed to management
and any conflicts of interest are addressed. Employees
engaged in such relationships are prohibited from
participating in any employment decision regarding the
other employee in the relationship.
Policy 3-225
Relationships in the Workplace
Policy 9-400
Contingent Workforce Management
Outside Activities and Family Member Activities
It is our responsibility to avoid situations in which our loyalty
to Freddie Mac, or availability to perform our job duties,
could be compromised or cause us to have a conflict of
interest with Freddie Mac. In order to help us to determine
whether such a conflict of interest exists, Freddie Mac
has developed rules related to outside employment and
activities. Determining whether a particular situation would
create a conflict of interest requires the analysis of specific
factual circumstances. The specific rules related to outside
employment, participation on outside boards, and other
outside activities can be found in the Outside Activities
and Family Member Activities policy or by contacting the
Compliance Division.
Policy 3-203
Outside Activities and Family Member Activities
Freddie Mac | Our Workplace
11
We Keep Each Other Safe
We Safeguard Our Confidential Information
Substance Abuse
Confidentiality of Employee Information
We may not report to work or conduct any Freddie Mac
business while under the influence of alcohol or illegal
drugs or while abusing any legal or controlled substance,
including prescription or over the counter medications.
We also may not purchase, sell, manufacture, or distribute
illegal drugs, drug paraphernalia, or controlled substances
in the workplace. Moderate consumption of alcohol while
attending a Freddie Mac sponsored event or while attending
a business-related function is permissible.
Freddie Mac recognizes and protects the confidentiality of
employee medical and personal information. Employees may
not share such information inside or outside Freddie Mac,
except (i) as required by law or appropriate legal process,
(ii) in connection with an appropriate, lawful business
use, or (iii) as authorized by the employee. Disclosure of
such information under any other circumstances must be
approved by the Legal Division.
Policy 8-400
Policy 3-219
Alcohol and Drug Abuse
Violence and Weapons
Freddie Mac will not tolerate acts of violence, threats
or physical intimidation of any kind, or any activity that
advocates or is designed to incite violence. Freddie Mac
strictly prohibits the possession or use of weapons, even
if licensed, on Freddie Mac premises (other than by law
enforcement or security personnel).
Policy 3-210
Workplace Violence Prevention Policy
Use and Disclosure of Information, including
Confidential Information
Freddie Mac | Our Marketplace
12
Our Marketplace
It is our goal to build long-lasting business relationships
that are based on trust, honesty, and respect. We are
committed to conducting business ethically and fairly and
seek competitive advantage only through legal and ethical
business practices.
We Respect Our Customers and Protect
Their Confidential Information
We work to understand and meet our customers’ business
needs, while always remaining true to our own ethical
standards. We deal with customers and potential customers
in a fair, cordial, and honest manner.
In order to serve our customers and compete in the
marketplace, we often collect confidential information,
including Protected Personal Information (PPI), from
borrowers and customers. We will collect, maintain,
use, and disclose such information lawfully and
consistent with Company policies and our agreements
with customers.
Policy 8-400
Use and Disclosure of Information, including
Confidential Information
Policy 8-500
Privacy of Information
Third party information
Q:
May I disclose to Freddie Mac or use any
information that I learned while working
for a former employer?
You need to be careful here as you may
be obligated to keep certain information
that you learned in your previous job
confidential, whether by means of your agreement
with your previous employer or otherwise.
A:
We Compete Fairly and Ethically and
Comply with Applicable Laws
We must not take any action which violates any law,
regulation, or internal policy. While other topics regarding
compliance with laws or regulations are addressed elsewhere
in the Code, this section presents additional topics regarding
laws and regulations of which we must be aware.
Fair Competition
Competition laws, known in the U.S. as antitrust laws, are
designed to promote competition and protect consumers
from unfair business practices. These laws and our
Company policies prohibit conduct that is deemed collusive
or anti-competitive, including price fixing, bid rigging, dividing
up customers or markets, limiting availability of products or
services, or refusing to deal with specific business partners
for impermissible reasons. At Freddie Mac, we compete
lawfully based on the merits of our products and services
and in accordance with antitrust laws.
Policy 7-105
Antitrust Compliance Manual
Anti-Fraud
Fraud is not only unethical but it is also illegal. Each one of
us at Freddie Mac is responsible for preventing and reporting
fraud. Fraud is defined as the use of misrepresentation or
deceit to cheat, trick, steal, or lie (including lies of omission).
Examples of fraud may include:
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Submitting false expense reports
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Misappropriating assets or misusing Company property
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Unauthorized handling or reporting of transactions
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Forging or altering any documents including checks
n
Improperly changing financial records
or financial statements
Instances of actual or possible financial instrument fraud
(including mortgage-related fraud) perpetrated against
Freddie Mac are investigated by the Financial Fraud
Investigation Unit (FFIU) and should be reported to the
Mortgage Fraud Hotline at (800) 4FRAUD8 (437-2838) or via
email to [email protected].
All other instances of fraud should be reported to the
Freddie Mac | Our Marketplace
Compliance and Ethics Helpline via phone (877) 301-CODE
(2633) or via website www.FreddieMacEthicsHelpline.com.
Policy 1-152
Investigations Policy for Complaints
Policy 11-213
Corporate Financial Instrument Fraud Policy
Anti-Corruption
We are committed to complying with U.S. and international
anti-corruption laws and standards, including the Foreign
Corrupt Practices Act (“FCPA”), which prohibits companies
(including their agents, officers, and employees) from offering
anything of value to foreign government officials to influence
decisions, obtain or retain business, or secure any improper
advantage. It is important to note that under the FCPA,
employees of foreign government-owned entities, such as
government-owned banks and financial institutions, are
considered government officials.
We will never offer or accept bribes, kickbacks, or illegal
payments. If we are offered such a payment, we will decline
to accept it and report it to the Compliance and Ethics
Helpline or the Compliance Division. We also must take care
when using the services of third parties—such as broker
dealers—who will deal with foreign government officials on
behalf of Freddie Mac.
Learn more about the FCPA and our responsibilities for
preventing violations here.
We Avoid Conflicts of Interest
We will avoid situations that could create or appear to create
a conflict between our personal interests and the interests of
Freddie Mac. Our business decisions must be governed not
by our personal interests, but by good judgment, objectivity,
and loyalty to Freddie Mac and our stakeholders. The rules
set out below are designed to help us avoid impermissible
conflicts of interest in certain situations.
13
Self-Dealing and Corporate Opportunities
We have a responsibility not to take corporate opportunities
for ourselves and not to compete with Freddie Mac.
Business opportunities that arise because of our position
at Freddie Mac, or by using corporate property, information,
or resources, belong to Freddie Mac. View an example here.
We will also not inappropriately influence or cause Freddie
Mac to do business with a company in which our immediate
family or covered household members (i.e., spouse, parents,
stepparents, children, stepchildren, siblings, stepsiblings,
same or opposite sex domestic partner, or anyone who
resides in the same household) have an interest. We must
disclose to our managers any situation where one of our
immediate family or household members is employed by a
current or prospective Freddie Mac competitor, vendor, or
customer. View an example here.
Policy 3-203
Outside Activities and Family Member Activities
Policy 3-225
Relationships in the Workplace
Policy 9-200
Procurement of Products and Services
Policy 9-400
Contingent Workforce Management
Personal Investment Limitations
As Freddie Mac employees, we will not hold any investment
that may cause us to have a conflict of interest with Freddie
Mac. In order to help us to determine whether such a conflict
of interest exists, Freddie Mac has developed rules related
to specific limitations on investments. These rules apply
even when the securities or other financial interests are
held by immediate family or covered household members,
through agents or fiduciaries, or intermediary entities whose
investment decisions are controlled, individually or collectively,
by a Freddie Mac employee or a covered household member.
Policy 3-206
Personal Securities Investments
Freddie Mac | Our Marketplace
14
Business Courtesies (Gifts, Meals, and Entertainment)
Accepting Business Courtesies from Interested Parties
Business Courtesies are gifts, meals, or offers of
entertainment or any item of value to/from a third party for
which fair market value is not paid.
Business Courtesies that are accepted by Freddie Mac can
be misinterpreted as an attempt by the donor to improperly
influence our behavior. With this in mind, in our role as
Freddie Mac employees, we may:
View examples of situations involving Business
Courtesies here.
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Acceptance of Tickets
to Entertainment Events
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Not solicit gifts, entertainment, travel, or anything
else of value;
Not accept cash, gift cards that can be used like cash,
such as a VISA® gift card, or securities; and
Not accept gifts totaling more than $100 in aggregate
value from any one source during a calendar year.
We generally may accept the following as long as they are
not being offered in exchange for preferential treatment from
Freddie Mac:
One of Freddie Mac’s business partners,
ABC Company, just finished working on
a large and time-consuming project. As
the project manager for Freddie Mac, I worked
closely with the ABC Company’s project team.
When the work was concluded, the project team
presented me with a thank you gift and note
saying, “It was great working with you. Enjoy the
tickets and let me know how you enjoy the Super
Bowl.” The gift consisted of four tickets to the
Super Bowl. Am I allowed to accept this gift
under the Code of Conduct?
Q:
No, and here’s why. The tickets to the
sporting event are a gift because the
business partner is not inviting you to
the event, but giving you tickets to it. Because the
amount of just one Super Bowl ticket exceeds the
$100 gift limit as outlined in the Business Courtesies
policy, you would not be allowed to accept the gift.
The acceptance of such a lavish gift could give the
appearance of a conflict of interest.
A:
Further, even if you were invited to attend the
event with the business partner so that it would
be considered business entertainment, you would
not be able to accept the invitation. The guidelines
for acceptable business entertainment set forth
in the Business Courtesies Policy are that the
business entertainment must further the business
interests of Freddie Mac and may not exceed
$100 in value per person. The acceptance of such
lavish entertainment could give the appearance of
a conflict of interest.
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Meals that have a legitimate business purpose and at
which the donor is present so long as the meals are
reasonable, customary, an accepted business practice,
and not lavish or frequent;
Entertainment that legitimately furthers the business
interests of Freddie Mac and is in accordance with
generally accepted business practice, so long as the
expenses for the entertainment do not exceed $100
per person;
Gifts, including gift cards (other than gift cards that may
be used like cash, such as a VISA® gift card), so long as
the aggregate fair market value of the gifts from any one
source does not exceed $100 per calendar year;
Gifts from family or friends that are offered because of
the personal/familial relationship and not because of our
status as a Freddie Mac employee;
Unsolicited Preferential Treatment that is offered to a
broad group of individuals in order to encourage sales
of a product or service to those individuals (e.g., an offer
of discounted banking services or discount restaurant
coupons to all Freddie Mac employees at the same
geographic location or to all tenants in an office building
that is occupied in part by Freddie Mac); and
Fees, travel, and/or lodging associated with speaking
at a conference that is provided by an Interested Party
if (i) the employee is a speaker at the event; (ii) the
conference fees, travel, and/or lodging are offered to all
other speakers attending the conference; and (iii) the
travel or lodging is not lavish or excessive.
Policy 3-202
Business Courtesies
Policy 9-112
Travel Policy
Freddie Mac | Our Marketplace
Providing Business Courtesies to Interested Parties
We generally may not provide gifts or entertainment or
other business courtesies to Freddie Mac customers, other
business partners, industry members, or any other person
or entity whose interests may be substantially affected by
our actions or to whom we contribute funds or resources,
or that is in the residential housing, mortgage, or mortgage
securitization business.
We may provide onsite meals or refreshments to these
parties if to do so furthers Freddie Mac’s business interests
and the expense is reasonable and does not exceed
$100 per person per day. We may provide offsite meals or
refreshments to these parties only if the expenditure has
been approved, in writing, in advance by the Chief Financial
Officer or Chief Administrative Officer and the meal or
refreshment serves a business purpose.
Business Courtesies involving Government Officials
Various laws, regulations, and rules limit or prohibit the
giving of business courtesies to or the receipt of business
courtesies from government employees and elected officials
(including employees of the federal government, states, and
municipalities, their investment and retirement funds, and
foreign officials). No business courtesy, including meals,
may be provided to any federal, state, local, or foreign
government employee or official on behalf of Freddie Mac,
unless prior approval is obtained as required by the Business
Courtesies policy, other than light refreshments which may
be provided to Federal government employees during a
business meeting. Further, we may not provide a business
courtesy that would violate the FCPA.
Employees can seek additional guidance for specific
situations by consulting the relevant corporate policy or by
contacting the Compliance Division.
Policy 3-202
Business Courtesies
Business Courtesies
to Third Parties
We are in the process of negotiating a
contract with a software supplier and have
scheduled an on-site meeting to discuss
the terms of the agreement. Three representatives
from the supplier will be on-site negotiating the
agreement from 9am until 3pm. Is it possible to
serve lunch?
Q:
Consistent with the Business Courtesies
policy, Freddie Mac resources may be
used to provide meals or refreshments
to Interested Parties that serve a Freddie
Mac business purpose as long as one or
more employees participate, the meals or
refreshments are provided onsite at a Freddie
Mac location, and the expenses related to the
meals or refreshments do not exceed $100 per
person per day (inclusive of beverages, tax and
gratuity, and other related expenses). It is worth
noting that the $100 limit is an outer limit and in this
situation the cost per person of a meal provided by
the onsite meal services vendor should be far less
than the $100 limit.
A:
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Freddie Mac | Our Company & Owners
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Our Company & Owners
Each of us shares a responsibility for preserving Freddie
Mac systems, information, records, and other tangible and
intangible assets.
We Protect Freddie Mac Assets and Resources
Use of Freddie Mac Assets
In general, we may use Freddie Mac assets only for
business-related purposes. Occasional, incidental personal
use of Freddie Mac’s electronic communications systems is
permitted, as well as limited use of other Company property
for charitable, community, or professional association
activities as long as consistent with Company policy.
Privacy
We follow applicable corporate policies when using Freddie
Mac systems, such as restrictions on use of unauthorized
third party software. Also, we cannot transfer or store
Freddie Mac related information on personal devices
(including personal email accounts) or keep it in our home,
absent an express exception.
All data stored on Freddie Mac computers and servers
(including email) is Freddie Mac property, and employees
have no expectation of privacy in such data or in their offices
or workspaces.
We recognize that when our employment with Freddie Mac
ends, we will continue to be bound by the rules set forth in
this Section (“Our Company & Owners”) and in the related
corporate policies.
Policy 6-300
Management and Use of Electronic Computing and
Communication Facilities
Policy 6-500
Data Management Policy
Confidential Information
Protected Personal Information (“PPI”) is one type
of highly confidential information. PPI is the term
used by Freddie Mac to designate information
that can be used to uniquely identify, contact, or
locate an individual, or to distinguish or trace an
individual’s identity. Examples of PPI include Social
Security Numbers, passport numbers, and driver’s
license numbers of individuals, including employees.
At Freddie Mac, collecting, accessing, and using
PPI are permitted only to the extent necessary
for legitimate Freddie Mac business purposes. All
electronic transmittals of Freddie Mac PPI outside
the Company’s firewall must be encrypted.
Have a question about whether specific data or
information constitutes PPI or how to safeguard it
from unauthorized access or use? Contact the Privacy
Office at [email protected].
Nonpublic information concerning Freddie Mac or its
business must be handled with care and in accordance
with applicable corporate policies in order to avoid
unauthorized disclosure. We use such information only
to the extent necessary in connection with our workrelated responsibilities and only for the benefit of Freddie
Mac. Furthermore, we disclose such information only to
those individuals with a need to know such information in
connection with their duties. Before disclosing nonpublic
information to a third party, we make sure that appropriate
steps are taken to protect its confidentiality (e.g., a nondisclosure agreement). In addition, some information that is
available to the public (including, but not limited to, personal
information about borrowers and employees) must be kept
confidential under applicable laws, regulations, contracts, or
Freddie Mac policies.
Policy 8-400
Use and Disclosure of Information, including
Confidential Information
Policy 8-500
Privacy of Information
Freddie Mac | Our Company & Owners
Intellectual Assets
We will protect Freddie Mac’s assets, including intellectual
assets such as data and other intellectual property, from
unauthorized use and disclosure and will also not use it
for personal gain. We will share Freddie Mac’s intellectual
assets externally only after careful consideration of the
costs and benefits to the Company of such sharing — IA Sharing Guidelines. The Legal Division can assist with
questions related to Intellectual Assets.
Freddie Mac’s intellectual property (such as ideas, inventions,
discoveries, trade secrets, copyrighted material, patented
material, and trademarks) is a valuable corporate asset.
Subject to certain exceptions described in the Intellectual
Assets policy, Freddie Mac owns everything that is created
or modified by employees in connection with their jobs,
produced using Freddie Mac resources, or related to Freddie
Mac’s business or research.
Policy 8-300
Intellectual Assets
Records Management and Legal Holds
Each of us is responsible for the integrity of the documents
and records under our control. We will maintain documents
and corporate records in compliance with the Corporate
Records Retention Schedule unless legal requirements
obligate us to retain documents beyond the normal
retention period, e.g., if the documents are subject to a
legal hold.
Policy 7-710
Policy on Document Lifecycle and Legal Holds
Truthful and Accurate Reporting
We understand the importance of truthful and accurate
records and reporting to Freddie Mac’s reputation and to
the integrity of the markets in which we do business. Each
of us is responsible for ensuring that Freddie Mac’s business
records, records prepared for submission to a government
agency, and public disclosures are truthful, complete,
accurate, fair, and understandable given their intended
use. If we prepare reports or Company records based on
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information provided by others, we will exercise reasonable
care to be sure that those reports or records do not contain
misrepresentations or misleading information.
Policy 1-150
Complaint Policy for Accounting, Internal Accounting
Controls and Auditing Matters Pertaining to Freddie
Mac’s Business
Policy 9-112
Travel Policy
Policy 9-114
Disbursement Approval of General & Administrative
Expenses
Insider Trading
The use of inside, or non-public, material information in
connection with the purchase or sale of Freddie Mac
securities (including its debt and mortgage-related securities)
or any other company’s securities is unethical and is
generally prohibited by law. Non-public material information
includes information (about Freddie Mac or another
company) that has not been effectively disclosed to the
general public, if:
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There is a substantial likelihood that a reasonable person
would consider the information important in deciding
whether to buy, hold, or sell a security;
There is a substantial likelihood that a reasonable
investor would have considered the information to have
significantly altered the “total mix” of information; or
The information is reasonably certain to have a substantial
effect on the market price of a security.
These restrictions apply whether we are trading for our own
accounts, trading on behalf of Freddie Mac, or trading on
behalf of any other person or entity. We may not disclose
material, non-public information to others. If a person
to whom we provided such information trades on that
information, our “tipping” could also be a violation of federal
securities laws.
Policy 7-110
Insider Trading and Securities Transaction PreClearance
Freddie Mac | Our Company & Owners
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“Window Periods” and Pre-Clearance of
Transactions in Freddie Mac Securities
To help protect against the appearance of insider trading,
Freddie Mac designates periods when personal trading in
Freddie Mac securities is permissible. We may not engage
in personal transactions in Freddie Mac securities outside
of a “window period” unless the transaction has been precleared by the Legal Division.
Policy 7-110
Insider Trading and Securities Transaction
Pre-Clearance
Information Wall and Restricted Persons
To ensure that Freddie Mac’s trading activities are conducted
based on the same information that is available to other
investors, Freddie Mac has established an “Information Wall”
policy designed to restrict the flow of certain information
to trading employees (referred to as “Restricted Persons”).
We are responsible for knowing and complying with the
Information Wall policy. Restricted Persons are identified on
the Compliance Division’s site on HomeFront.
Policy 7-115
Information Wall Policy
Insider Trading
Q:
Do the Company’s window period
requirements apply to purchases of
Freddie Mac securities as well as sales?
Yes. You and your immediate
household members must not buy or
sell Freddie Mac securities outside of
a window period. The Legal Division announces
when there is an “open” window period. Exceptions
require written pre-clearance by the Legal Division
(note: some officers and other employees require
pre-clearance even during a window period —
please consult the appropriate policies for specific
rules). Window periods exist to help prevent the
appearance of insider trading. As Freddie Mac
employees, we may be privy to material, non-public
information (“inside information”) and trading on
such information isn’t just against corporate policy,
it’s against the law. Window periods typically follow
a short time after Freddie Mac has publicly released
its financial statements when the investing public
presumably has received all material financial
information about the Company. You should note,
however, that you must not trade in Freddie Mac
securities even during an open window period if
you possess material, non-public information.
A:
In your answer, you referred to the
immediate household members
of employees. So, Freddie Mac’s
restrictions on trading Freddie Mac securities
don’t just apply to me, they also apply to my
immediate household members?
Q:
Correct, the Company’s corporate
policies on Freddie Mac securities
also apply to employees’ immediate
household members, who are permitted to
trade in Freddie Mac securities only during
open window periods. This includes (i) any family
members who reside with you, (ii) anyone else who
lives in your household (whether or not related),
and (iii) any family members who do not live in your
household but whose transactions in Freddie Mac
securities are directed by you or are subject to your
influence or control (such as parents or children
who consult with you before they trade in Freddie
Mac securities). For additional information, see the
Insider Trading and Securities Transaction PreClearance policy (7-110).
A:
Freddie Mac | Our Company & Owners
We Communicate Responsibly
Working With Regulators and Government Agencies
We will act in a cooperative, constructive, and professional
manner in our dealings with our regulator and conservator,
the Federal Housing Finance Agency (“FHFA”) and the
FHFA Office of Inspector General (“FHFA-OIG”). We
will respond to requests for data and information in a
responsive and timely manner in accordance with the
corporate policies set forth below. We will also provide
FHFA and FHFA-OIG with access to Freddie Mac
personnel, premises, and systems as required to help
them fulfill their statutory duties and responsibilities.
If we receive an inquiry from a representative of a
government agency other than FHFA and FHFA-OIG
(including law enforcement agencies), we will consult with
the Compliance Division before providing any non-public
information or copies of documents, emails, or other
Company property directly to any such party.
Policy 7-502
Responding to FHFA Examination and FHFA-OIG
Requests
Policy 7-501
Regulatory Reporting Corporate Policy
Working With Auditors
We will cooperate fully, promptly, and truthfully in any audit of
the Company’s financial statements. This obligation includes,
among other things, responding to requests for information,
participating in interviews, and disclosing all information
relating to the subject matter of the audit. This also applies to
any audit or examination activities of our internal auditors.
Interacting With the Media, the Investment
Community, and Others Outside Freddie Mac
It is important that we provide reliable information to the
public and others about our operations, positions, policies,
practices, performance, and outlook. Only authorized
persons may speak as representatives of Freddie Mac and
communicate with the public on behalf of Freddie Mac.
Requests for information from the investment community
should be directed to Investor Relations and inquiries from
the media should be directed to Corporate Communications
and Marketing.
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Similarly, Congressional inquiries, other than certain
matters as to which employees have been directed that
the matter is being handled by the Legal Division, should
be directed to Government and Industry Relations. Prior
to engaging in any discussion or providing any information
with respect to a legal matter, we should seek guidance
from the Legal Division.
Proposed articles or other publications authored, and
speeches given, by Freddie Mac personnel that deal with
the business of the Company or our industry must be
forwarded to the Corporate Communications and Marketing
Department for approval. In addition, Freddie Mac Officers
(and others specified in Company policies) must obtain the
Corporate Communications and Marketing Department’s
approval for any articles, publications, or speeches that
could have an impact on Freddie Mac’s reputation, even if
the individual makes it clear that opinions expressed are his
or her own and not those of Freddie Mac.
Policy 2-202
Web Content Management
Policy 2-306
Media Relations, Publications, Internet Postings and
Speeches
Freddie Mac | Our Communities
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Our Communities
We are Environmentally Responsible
We recognize our responsibility to conduct business in
a way that protects and improves the environment for
future generations.
we coerce or pressure other employees to make charitable
contributions and managers may not ask employees within
their chain of supervision for donations or contributions.
Furthermore, Freddie Mac employees may not solicit
charitable contributions from Freddie Mac customers,
dealers, vendors, and other business affiliates.
We Give Back to Our Communities
Community involvement is an essential part of our
corporate mission and it is very important that our corporate
expenditures be aligned with our business strategies.
Corporate payments to tax-exempt organizations must
be reviewed and processed in accordance with corporate
policies and procedures.
Personal Community Activities
When we volunteer our personal time or resources, we
need to be sensitive to the need to distinguish our role as a
private citizen from our role as a Freddie Mac employee. As a
general matter, on-site solicitation of charitable contributions
by Freddie Mac employees is not permitted. Freddie Mac
employees, however, may solicit charitable contributions
from other Freddie Mac employees to support school,
civic, religious, or community organizations (e.g., Girl Scout
cookie sales) in a manner that is not disruptive to Freddie
Mac’s business operations. Under no circumstances may
Policy 3-302
Fundraising for Others
Personal Political Activities
As Freddie Mac employees, we are free to engage in
personal political activity, as long as (i) the activity does not
interfere with the timely and satisfactory performance of our
job responsibilities, (ii) we distinguish our individual actions
and views from those of Freddie Mac, (iii) we do not use
coercion, and (iv) we do not use any corporate resources,
such as support staff, corporate reimbursement for
expenses, office supplies, corporate contact lists, corporate
vendors, or corporate telephone and Internet services.
In addition, we may not engage in political campaign
fundraising or solicitation activities on Freddie Mac’s
premises or during work hours. Under no circumstances may
we coerce or pressure other employees to make political
contributions and managers may not ask employees within
their chain of supervision for donations or contributions.
To help ensure that conflicts are avoided, we must notify the
Compliance Division of any political office or governmentrelated positions, whether paid or unpaid, to which we are
seeking election or have been appointed.
Helping the Environment
Here are a few examples of things that you can do to
become more environmentally responsible:
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Reduce your use of energy and turn off electric
equipment when not in use
Minimize the use of office products by using only
what is necessary
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Minimize printing or other use of paper
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Recycle materials whenever possible
Policy 3-203
Outside Activities and Family Member Activities
Procedure
7-600
Disbursements to Tax-Exempt Organizations and
Disbursements that May Relate to Political Activities
Policy 7-602
Personal Political Activities of Freddie Mac Employees
Policy 7-605
Contacts with Government Officials
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This Code of Conduct, Freddie Mac Corporate Policy #1-140, has been approved by the Audit Committee of the Freddie Mac Board of
Directors. It has an effective date of January 1, 2014. It contains information pertaining to certain Freddie Mac policies and practices.
Every Freddie Mac employee is expected to read this Code carefully as it describes the standards of conduct that govern our business
dealings. If you have any questions or concerns about this Code of Conduct, please consult your manager or the Compliance Division.
This Code does not alter the at-will employment relationship between Freddie Mac and any employee. Nothing contained in this Code
of Conduct constitutes a contract or creates any contractual obligations on the part of the Company; nor does anything in this Code
expand or increase any employee or third party’s legal rights or the Company’s legal obligations.
Freddie Mac may elect to amend this Code at any time. A current version of the Code can be found on Freddie Mac’s internal and
external Web sites.
Matters relating to the interpretation of this Code and your agreement to this Code, or to the interpretation of any other corporate policy,
will be governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions.
This Code of Conduct is the property of Freddie Mac and all rights are reserved.
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8200 Jones Branch Drive, McLean, Virginia 22102
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FreddieMac.com