(a) Submission of information to OFHEO. All information required to be filed for purposes of this part is to be provided in a timely fashion by each Enterprise to OFHEO's Associate Director of the Office of Policy Analysis and Research, as specified in this section, or as designated by the Director.
(b) Categories of information relating to prohibition of excessive compensation. The following materials, unless otherwise specified, shall be provided by each Enterprise to OFHEO for review within one week after the specified action or event:
(1) Resolutions, including supporting materials and related reports, from meetings of the Enterprise's committee responsible for compensation when the committee takes any action regarding a compensation matter that under the committee's authority is effective without further action by the committee or the board of directors;
(2) Resolutions, including supporting materials and related reports (not otherwise provided to OFHEO under paragraph (b)(1) of this section), from meetings of the board of directors relating to executive compensation when the board of directors takes any action regarding a compensation matter that is effective without any further action by the board of directors;
(3) Minutes, including supporting materials and related reports, when adopted by the committee responsible for compensation and those portions of minutes of the board of directors, including supporting materials and related reports, related to compensation matters (except for materials previously provided under paragraphs (b)(1) or (2) of this section);
(4) General benefit plans applicable to executive officers when adopted or amended;
(5) Any study conducted by or on behalf of an Enterprise with respect to compensation of executive officers;
(6) The Enterprise's annual compensation report to Congress when submitted;
(7) A current organizational chart when changes occur affecting the status of executive officers under this part;
(8) Proxy statements when issued; and,
(9) Such other information as deemed appropriate by the Director, except that submissions required under this paragraph shall not include materials related to the performance of specific individuals.
(c) Timing of submissions related to prior approval of termination benefits. All relevant information, except as provided under § 1770.5(a), should be provided to OFHEO, unless already provided under paragraph (b) of this section:
(1) Before an Enterprise enters into any agreement or contract with a new or existing executive officer that includes termination benefits;
(2) Before an Enterprise makes any extension or other amendment to such an agreement or contract;
(3) Before an Enterprise takes any other action to provide termination benefits to a specific executive officer, regardless of how effected; or
(4) When an Enterprise makes any changes to the termination provisions of any compensation or benefit program affecting multiple executive officers.
(d) Specific information required for calculation of termination benefits. For submissions under paragraph (c) of this section, an Enterprise shall submit to OFHEO the following materials:
(1) The details of the agreement or program change, e.g., employment agreements, termination agreements, severance agreements, and portions of minutes of the board of directors relating to executive compensation and minutes and supporting materials of the compensation Committee of the board of directors;
(2) All information, data, assumptions and calculations for the potential total dollar value or range of values of the benefits provided, such as but not limited to salary, bonus opportunity, short-term incentives, long-term incentives, special incentives and pension provisions or related contract or benefit terms; and
(3) Such other information deemed appropriate by the Director, except that information required to be submitted under paragraph (c) of this section or under this paragraph shall not include information on benefit plans of general applicability.
Title 12 published on 2012-01-01
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