体育比分网

Corporate Governance

We are committed to maintaining robust governance practices that benefit the long-term interests of our investors. 

Commitment to Governance

As a diversified capital manager, our mission is to act as a responsible steward of capital. Inherent in this mission is our longstanding commitment to strong corporate governance practices that benefit the long-term interests of our investors.

体育比分网We regularly review and update our corporate governance practices in response to shareholder feedback, changes in applicable laws, regulations, requirements and guidance, as well as the evolving needs of our business.

Internalized Management

We further strengthened our commitment to robust governance practices with our recent management internalization transaction. The internalization creates stronger alignment of incentives between management and shareholders, and eliminates any potential conflicts of interest inherent in an external management structure. We believe this is the next step in supporting transparency and promoting shareholder value.(1)

Board of Directors

The Board has five standing committees: the Audit Committee, the Compensation Committee, the Nominating / Corporate Governance (“NCG”) Committee, the Risk Committee and the 2017-formed Corporate Responsibility ("CR") Committee.  Every member of the Audit, Compensation and NCG Committees, and a majority of members of the Risk and CR Committees, are Independent Directors. These committees meet regularly, typically in conjunction with regularly scheduled meetings of the Board, or otherwise as necessary, to carry out their functions and responsibilities.

In November 2019, the Board separated the roles of Chair and CEO and appointed an Independent Chair of the Board.

In 2018, the Board adopted an enhanced self-evaluation process that includes annual assessments of the full Board, each Board committee and individual Directors, along with periodic use of an external facilitator. The self-evaluation process seeks to identify specific areas, if any, that need improvement or strengthening in order to increase the effectiveness of the Board as a whole and its members and committees. The evaluation process may include Director interviews, written assessments or other such means as the chair of the NCG Committee determines appropriate. 

Board Composition

11

Total number of Directors

73%

of Directors are independent

55%

体育比分网of Directors have 5 years or less of tenure

Board Composition and Refreshment

The NCG Committee of the Board seeks to achieve a balance of knowledge, experience and capability on the Board. Newer Directors offer fresh ideas and perspectives, while deeply experienced Directors bring extensive knowledge of Annaly’s complex operations. Since 2013, the Board of Directors has added six new Independent Directors.

体育比分网On an annual basis, the NCG Committee evaluates the Board’s overall composition, including Director tenure, and rigorously evaluates all Directors to ensure a continued match of their skill sets against the needs of Annaly. In 2018, the Board adopted a Board refreshment policy requiring that an Independent Director may not stand for re-election at the next annual meeting of stockholders taking place at the end of his or her term following the earlier of his or her: (i) 12th anniversary of service on the Board or (ii) 73rd birthday.

Board Diversity

The Board of Directors recognizes the importance of having a composition representing diverse backgrounds and a broad set of experiences at policy-making levels in business, finance, government, education, law, technology and in other areas that are relevant to Annaly’s business and its status as a public company. In addition, the Board instructs any search firm it engages to include women and minority candidates in every director candidate pool presented to the NCG Committee.

45%

of Directors are women, which compares to 28% on average for the S&P 500(2)

80%

of Board Committees are chaired by women

Board Self-Evaluation

体育比分网The Board’s self-evaluation process includes annual assessments of the full Board, each Board committee and individual Directors. These assessments are facilitated by an external evaluator on a periodic basis. In addition to the Board’s formal self-evaluations, the Board considers its performance as well as that of its members and committees on an ongoing basis and shares relevant feedback with management.

Director Continuing Education

The Board believes that Director orientation and continuing education is critical to the Board’s ability to fulfill its responsibilities in a dynamic and constantly evolving business environment. New Directors participate in a robust onboarding process, which includes extensive training materials and briefings on the Company’s strategic plans, financial statements and key policies and practices.

Investor Engagement

体育比分网We take pride in our extensive outreach efforts and are committed to transparency, enhanced disclosure and continued engagement. 

We are committed to ongoing engagement with our investors through a wide range of mediums, including: in person meetings, conferences, phone-calls, electronic communication and other platforms. Our stockholder engagement efforts have generated significant feedback for both the Board and management and further validated management's existing efforts and Annaly's overall leadership around corporate responsibility.

2019-2020 Shareholder Engagement Efforts

Outreach included
100%

of top 50 institutional investors

Outreach included
75%

of institutional ownership

Over
100

1x1 meetings with investors across the U.S., Canada and Europe

体育比分网Annaly updates this site periodically as laws and regulations become effective or we have information changes. We reserve the right to amend or modify the documents and information on this page at any time. Content on this page represents select policies and practices related to our corporate governance and does not purport to be a comprehensive account of our policies and practices.

1. For more information on the internalization transaction, please refer to the press releases and Form 8-Ks filed on February 12, 2020 and July 1, 2020.

2. S&P 500 board composition per ISS Corporate Solutions as of July 2020.