Governance

Exceptional governance practices are core to our company values, and objective, independent oversight by our Board of Directors is central to our corporate governance. Our Board and management team strive to model and promote an ethical and professional culture throughout our organization, and we continually work to align our corporate governance practices with the interests of our stockholders.

Governance Highlights

  • Annual election of directors, by majority voting
  • Robust independent Board leadership, with Lead Independent Director also serving as Vice Chair
  • Regular meetings of independent directors without members of management
  • Stock ownership guidelines for directors and our most senior executive officers
  • Member of the National Association of Corporate Directors
  • Insider Trading Policy, including a prohibition on hedging and pledging AGNC securities, for all employees
  • Clawback policy for compensation
  • Strong pay for performance philosophy
  • No stockholder rights plan or “poison pill”
  • Annual board and committee self-evaluations
  • 5 of the 9 directors are gender or racially diverse
  • Separate position of Chair and CEO

Board overview

Our Board is responsible for the general oversight of the Company, including our strategic direction, the performance of our executive officers, environmental and social initiatives, and the Company’s risk management processes, to assure that the long-term interests of our stockholders are being served.

The Board, directly or through its committees, routinely reviews and discusses our material risks, including strategic, operational, financial, IT / cyber security, human capital, and compliance risks.

The Board also regularly discusses with management at quarterly in-person meetings company performance, market conditions, portfolio risk management, and strategic opportunities and direction. Our Audit Committee and our Compensation and Corporate Governance Committee are comprised entirely of independent directors, and our independent directors meet regularly in executive sessions.

Our Board is comprised of highly accomplished individuals with specialized skill sets in:

  • Fixed Income
  • Mortgage-Backed Securities
  • Housing Finance
  • Monetary Policy, Economy, and Interest Rates
  • Risk Management
  • Leadership and Public Company Governance
  • Human Capital Management and Executive Compensation
  • Regulatory Compliance and Legal
our Board and governance documents

ESG Oversight

Board of Directors

• Enterprise Risk Management
– Investments
– Operations
– Climate Change

• ESG Opportunities

• Comprehensive ESG Report

Audit Committee

• Financial Reporting

• ICFR/SOX Compliance

• Legal and Regulatory Compliance

• Cybersecurity

Compensation & Corporate Governance Committee

• Board Organization, Composition and Governance Principles

• Human Capital Management

• Succession Planning

• Stockholder Engagement

Board Statistics

33%
Women
22%
Racially Diverse
78%
Independent Directors

Stockholder Engagement & Transparency

We recognize the importance of transparency and ongoing communication and regularly engage with our stockholders on a number of topics, including corporate governance, our compensation program, and environmental and social matters.

Engagement

  • Investor and industry conferences, panels, and events
  • Non-deal roadshows, meetings and calls with institutional investors
  • Retail network calls hosted by research analysts and responses to retail investor inquiries 
  • Engagement with our stockholders and proxy advisory firms regarding corporate governance practices, ESG, executive compensation, and other matters
  • Industry group membership

Transparency

  • Detailed financial disclosure
    • Portfolio and asset composition
    • Financing and hedging arrangements
    • Sensitivity analysis regarding changes in interest rates and mortgage spreads
  • Full disclosure and analysis of executive compensation

Ethics & Compliance

We firmly believe that promotion of an ethical and professional culture throughout our organization is essential for us to achieve our purpose and vision, and we hold each director, officer, employee, and related person accountable for maintaining ethical business conduct.

We have adopted a Code of Ethics and Conduct that applies to all of our directors, officers, employees, and related persons and provides them with guidance on how to maintain the ethical and legal standards we expect of our personnel.

The Code of Ethics and Conduct addresses AGNC’s policies on a range of topics, including:

  • Observing all applicable laws and regulations
  • Anti-bribery and corruption
  • Harassment and discrimination
  • Political activity
  • Securities laws and insider trading
  • Avoiding conflicts of interest
  • Gifts and entertainment
  • Whistleblower process and protections

All AGNC employees receive annual training on topics addressed in our Code of Ethics and are required to comply with this Code and acknowledge its terms on an annual basis. Employees are encouraged to report any actual or suspected misconduct to our Chief Compliance Officer or anonymously through our confidential third-party hotline available 24 hours a day, seven days a week. AGNC does not tolerate retaliation of any kind against employees reporting any ethical or legal violations or participating in an investigation.

Environmental

Social