Annual Report - CoBank

Board of Directors Disclosure as of December 31, 2011CoBank, ACBOther CommitteesNominating CommitteeThe Nominating Committee for 2011 consisted of eight customer-owner representatives, all of whom were elected by the Bank’sstockholders. No member of the Board or management served on the Nominating Committee. This committee was charged with theresponsibility to identify qualified candidates for Board membership and to review director nominations, helping to ensure that theBank continues to attract a highly qualified and diverse Board. The Nominating Committee seeks candidates who are recognizedleaders and who fulfill specific needs for industry and geographic diversity on the Board. Customers are encouraged to submitresumes of candidates for elected positions. The Nominating Committee makes a best effort to recommend at least two candidates foreach position up for election. Shareholders and interested candidates may gather signatures for petitions to run for the Board followingthe conclusion of the Nominating Committee’s work. A nominee cannot be associated with a party to an adversely classified CoBankor Farm Credit System loan unless he or she resigns or disaffiliates from such loan party by the date the term of office is to begin. Anominee must not have reached age 70 on or prior to the date the term of office is to begin and must meet other eligibilityrequirements established by Bank bylaws and federal regulations.Special Review CommitteeThe Special Review Committee (SRC) was appointed in January 2010 by the chairman of the Board, in consultation with theBoard officers, to provide independent oversight and review of an internal investigation being conducted by the Bank in connectionwith a business dispute. The SRC was also responsible for the Bank’s responses to the regulatory requirements related to the dispute.The SRC consisted of three members of the Board, including the chairmen of the Audit and Risk Committees. The SRC completed itswork in June 2011.CoBank 2011 Annual Report121