August 4, 2006
Contact: Mike O’Brien
Vice President
Corporate Communications
703-709-6709
mike.obrien@nrucfc.coop
The Board of Directors of National Rural Utilities Cooperative Finance Corporation (CFC) has nominated two distinguished electric cooperative leaders to run as candidates for its At-Large Director position. CFC members authorized the Board to use its discretion in filling this position when they revised the CFC Bylaws in 2004. The position is a direct result of the Sarbanes-Oxley Act of 2002, which called for greater corporate transparency for companies that issue publicly traded securities.
The Act requires that each such company declare in its 10-K submission to the Securities and Exchange Commission whether or not it has a director on its board that meets the criteria of an Audit Committee Financial Expert. Although the Act does not require companies to have such an individual on the board, the CFC Board determined earlier this year that it would be appropriate for this position to be filled.
“CFC’s financial statements are complex,” said CFC Board President Cletus Carter. “The At-Large Director position will supplement the Board’s considerable electric utility industry and general business expertise with an additional resource targeting financial reporting requirements.”
From an initial roster of 31 applicants—comprising CFC member CEOs, CFOs, and Directors—the Board selected two candidates whom they judged to be the most capable to assist them in their audit committee function. The two candidates are as follows:
Thomas A. Smith |
R. Wayne Stratton |
| President & CEO |
Chairman of the Board |
| Ogelthorpe Power Corporation |
East Kentucky Power Cooperative |
| Tucker, Georgia |
Winchester, Kentucky |
At this fall’s series of District Meetings, CFC members will elect one of these candidates to serve as CFC’s first At-Large Director. The selected candidate will take his seat on the CFC Board following the CFC Annual Meeting in March 2007. The Bylaws establish that the At-Large Director position will have term limits consistent with all other elected CFC Directors. Directors are elected to three-year terms and may serve no more than two consecutive terms.
“Our screening process was rigorous and thorough—and agonizing,” said President Carter. “There were so many strong applicants and we thank them for their interest in serving.”
For more information about the candidates or the election process, contact Mike O’Brien, CFC’s Vice President of Corporate Communications at 1-800-494-2954 or by e-mail at mike.obrien@nrucfc.coop.
CFC is a not-for-profit finance cooperative that serves the nation’s rural utility systems, the majority of which are electric cooperatives. With approximately $19 billion in assets, CFC provides its member-owners with an assured source of low-cost capital and state-of-the-art financial products and services.
