Law applicable to corporate governance and indemnification practices.

CFR · 2024-01-01 · US · Title 12

(a) (b) (i) The law of the jurisdiction in which the principal office of the regulated entity is located; (ii) The Delaware General Corporation Law (Del. Code Ann. Title 8); or (iii) The Revised Model Business Corporation Act. (2) Each regulated entity shall designate in its bylaws the body of law elected for its corporate governance and indemnification practices and procedures pursuant to this paragraph, and shall do so by no later than March 18, 2016. (c) (2) Each regulated entity shall have in place policies and procedures consistent with this section for indemnification of its directors, officers, and employees. Such policies and procedures shall address how the board of directors is to approve or deny requests for indemnification from current and former directors, officers, and employees, and shall include standards relating to indemnification, investigations by the board of directors, and review by independent counsel. (3) Nothing in this paragraph (c) shall affect any rights to indemnification (including the advancement of expenses) that a director or any other officer or employee had with respect to any actions, omissions, transactions, or facts occurring prior to the effective date of this paragraph. (4) FHFA has the authority under the Safety and Soundness Act to review a regulated entity's indemnification policies, procedures, and practices to ensure that they are conducted in a safe and sound manner, and that they are consistent with the body of law adopted by the

official document · source cfr-2024 · id 12:§ 1239.3