Mortgage Bankers Association

“Mba has an executive committee that is empowered to act on behalf of the full board of directors between meetings. The committee does not have the authority to adopt official positions on public policy matters (unless explicitly provided that power); approve the annual budget; determine member dues; appoint or remove the president and ceo; fill board and executive committee vacancies; adopt bylaws amendments; approve organizational consolidation or merger; or eliminate a standing committee. The executive committee is composed of the elected officers and the chairs of combog and resbog, as well as the president and ceo of the association servicing ex officio as nonvoting member.”

“Mba is a nonprofit membership corporation. It has the following classes of membership: (a) regular members - financial institutions and other entities that are regularly in the business of originating, servicing, or investing in mortgage loans or otherwise share in the risk of mortgage loan performance, such as mortgage insurers and title insurance underwriters, shall be considered regular members. (b) associate members - business organizations, financial institutions, and individuals that regularly provide service or products for business organizations or financial institutions eligible to be regular members shall be considered associate members. (c) alliance member - the board of directors names as the sole alliance member the mortgage action alliance, inc., an affiliate organization that operates to promote the common business interests of the residential and commercial real estate finance industries through grassroots advocacy activities. (d) honorary members - individuals who have served all or part of two terms as a member of one of the board of governors, or who have served as an officer for two years, and who have retired from active business shall be considered honorary members. (e) student members - individuals (i) who, prior to employment in the real estate finance industry, are validly enrolled in a community or other two-year college or other post-secondary educational institution ("educational institution") and also validly enrolled in the association's current career education course, or other comparable instructional course provided by the association, or (ii) who, prior to employment in the real estate finance industry, are validly enrolled in any educational institutional after completing the association's current career education course, or other comparable instructional course provided by the association.”

“Under the association's bylaws, only regular members and the alliance member may elect officers and the at-large members of the board of directors.”

“Regular members are required to approve a plan of merger that calls for the association to merge into another association or other entity, or a plan of merger that calls for the association to absorb another association or other entity, and the merger would result in (i) a name change for the association, (ii) the creation of a new membership class, (iii) the elimination of a membership class, or (iv) a substantial change to the then current governance system. In addition, regular members are required to approve a plan for consolidation whereby the association would combine with one or more associations to create a new association and cease to exist as an independent entity.”

“Five independent members of the finance & audit committee, which is a board-level committee, received a copy of the form 990 before its filing.”

“It is mba's policy that no covered party participate in the evaluation or approval by mba of any contractual arrangement to which mba may become a party if the covered party's participation would create an actual or potential conflict of interest. Mba's conflicts policy will be continously monitored by the board of directors on an ongoing basis for compliance with the policy and requires annual disclosure to the mba general counsel and secretary of "conflicts of interest" defined as a situation in which a covered party would participate in the evaluation or approval by mba of any contractual arrangement to which mba may become a party, if such individual, or such individual's employer, would obtain more than an insignificant financial benefit, either directly or indirectly. "covered party" means a member of the mba board of directors or a member of the board committee or board task force that may both (i) recommend entering into contracts and (ii) play a role in vendor review and selection. Moreover, covered parties are supposed to update their disclosures as circumstances warrant and provide them to the mba general counsel and secretary. The disinterested members of the executive committee of the mba board of directors shall determine whether a conflict of interest exists or behavior in conflict with this policy has occurred, and what subsequent action is appropriate (if any) and its decision will be final, except as follows. The executive committee shall inform the full board of directors of any disagreement between the executive committee and the disclosing director as to its determination that a conflict of interest, or behavior in conflict of the policy, exists and any recommended action. The board shall retain the right to modify or reverse the executive committee's determinations in this context. The conflicts of interest policy also addresses confidentiality.”

“Process for president and ceo 1. Review and approval. The compensation committee, on behalf of the board, will review and approve the compensation of mba's chief employed executive, the president, provided that individuals with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 'compensation' means initial salary, special benefits not generally available to mba staff, salary increases and bonuses. 2. Use of data as to comparable compensation. The compensation committee will review and set the compensation of the president using as references points: (i) compensation of any predecessor president, and (ii) readily available public data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations (formal benchmarking studies by outside compensation consultants need not be commissioned annually but may be sought periodically). 3. Assessment or performance. The compensation committee will take into account: (i) the level of attainment of mba's goals and objectives over the review period, (ii) the nature of the particular external and internal challenges facing mba over the review period, and (iii) such other considerations as may be applicable under the prevailing circumstances. 4. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to the decisions regarding the compensation arrangement. 5. A compensation consultant is hired to advise in this process. Process for specified key employees 1. Review and approval. The president will submit recommendations to the compensation committee for review and approval of the total compensation of the following specified key employees, as defined in the internal revenue service's form 990 instructions: -- the chief financial officer -- the secretary, as approved by the board of directors -- all senior vice presidents provided that individuals with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval. 'compensation' means initial salary, special benefits not generally available to mba staff, salary increases and bonuses. 2. Use of data as to comparable compensation. The compensation committee will review and set the compensation of the specified key employees, based on the recommendations of the president, who will use as references points: (i)readily available public or other data as to comparable compensation for similarly qualified persons in functionally comparable positions at similarly situated organizations (mba need not obtain formal benchmarking studies from outside compensation consultants annually but these may be sought periodically); and (ii) the salary and length of service of the previous incumbent. 3. Assessment of performance. The compensation committee will review of specified key employees the president's assessment of -- (i) the level of attainment of mba's goals and objectives over the review period; (ii) the level of attainment of a specified key employee's individual goals and objectives over the review period; (iii) the nature of the particular external and internal challenges facing mba over the review period; and (iv) other, documented considerations that may be applicable under the prevailing circumstances. 4. Contemporaneous documentation and recordkeeping. There is contemporaneous documentation and recordkeeping with respect to decisions regarding the compensation arrangements. 5. A compensation consultant is hired to advise in this process. Process for remaining employees 1. The president is authorized and directed to: (a) implement mba's present employee position classification system that identifies functionally comparable positions across groups, and (b) administer a compensation plan based on: (i) such classification system, (ii) reasonably available current compensation data from similar”

“Charter, bylaws and conflicts of interest policy are provided upon request. Financial information is provided through the form 990 upon request. Financial statements are provided to the board of directors and are not made available publicly.”