Corporate Governance
MFA Mortgage Investments, Inc. (“MFA”) is committed to conducting its business in a manner consistent with the best practices of corporate governance. MFA's Board of Directors and management are engaged in an ongoing process of developing and implementing principles and practices that reflect this commitment to sound corporate governance. MFA has undertaken a number of initiatives designed to enhance its corporate governance practices. Please find below information relating to MFA's 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
MFA's 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 the framework for the governance of MFA. Among the areas addressed by the Guidelines are 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 Guidelines and will recommend, as appropriate, proposed changes to the Board. Click here to see the Corporate Governance Guidelines.
Code of Business Conduct and Ethics
MFA's Board of Directors has adopted a Code of Business Conduct and Ethics to be followed by MFA's directors, officers and employees. The Code was designed to assist directors, executive officers and employees in complying with the law, resolving moral and ethical issues that may arise and in complying with MFA's policies and procedures. Among the areas addressed by the Code are compliance with applicable laws, conflicts of interest, use and protection of MFA's assets, confidentiality, communications with the public, internal accounting controls, improper influence of audits, records retention, fair dealing, discrimination and harassment and health and safety. The Board's Nominating and Corporate Governance Committee is responsible for assessing and periodically reviewing the adequacy of the Code and will recommend, as appropriate, proposed changes to the Board. Click here to see the Code of Business Conduct and Ethics.
Committee Charters
The charters of MFA's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee were designed to meet the standards that have been implemented by the New York Stock Exchange. Click on each Committee link to see that Committee's charter.
Audit Committee Financial Expert
MFA's Board of Directors has determined that Stephen Blank, the Chairman of the Audit Committee, and Michael Dahir, a member of the Audit Committee, meet the criteria of an audit committee financial expert, as proscribed by the rules adopted by the Securities and Exchange Commission, and that all of the members of the Audit Committee are independent for purposes of the listing standards of the New York Stock Exchange, the rules adopted by the Securities and Exchange Commission, MFA's Corporate Governance Guidelines and Director Independence Standards, and the charter of the Audit Committee.
Director Independence Standards
MFA's Board of Directors has, as permitted under the Corporate Governance Guidelines, adopted certain categorical standards to assist it in making determinations with respect to the independence of directors serving on the Board of Directors. Based upon its review of all relevant facts and circumstances, MFA's Board of Directors has affirmativly determined that four of MFA's seven current Directors, Stephen R. Blank, James A. Brodsky, Edison C. Buchanan and Michael L. Dahir, qualify as independent Directors under the listing standards of the New York Stock Exchange and MFA's Director Independence Standards. Click here to see the Director Independence Standards.
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