BOARD AND GOVERNANCE MATTERS
Each of the Audit Committee and the Compensation Committee schedules regular meetings to
coincide with the quarterly
in-person
meetings of the Board and also meets at the request of senior management or at such other times as its Chair determines. The Chair of each Committee, in consultation with
our Secretary, sets the agendas for the meetings. Each committee reports to the Board on its activities at the next regularly scheduled Board meeting following its committee meetings and when appropriate. During 2018, the Audit Committee held five
meetings, and the Compensation Committee held six meetings.
Each of our independent directors attended all of the meetings of the Board
and committees on which he or she served in 2018. Mr. Kain was unable to attend one special meeting of the Board but attended all other meetings. Although we do not have a policy on director attendance at the Annual Meeting, directors are
encouraged to attend, and each of our directors who was on the Board at that time attended the 2018 Annual Meeting in person.
Director Nomination Process
Nominations for election to the Board may be made by the Compensation Committee or by any common stockholder entitled to vote for the election
of directors. Candidates recommended by common stockholders will be evaluated by the Compensation Committee under the same criteria that are applied to other candidates.
Board Membership Criteria
The Compensation Committee endeavors to identify, recruit, and nominate candidates based on the following eligibility and experience criteria:
a candidates integrity and business ethics, strength of character, judgment, experience, and independence, as well as factors relating to the composition of the Board, including its size and structure, the relative strengths and experience of
current directors, and principles of diversity, including diversity of experience, personal and professional backgrounds, race, gender, and age. The Compensation Committee recognizes the importance of diverse viewpoints, experience, and backgrounds
to a well-functioning Board. Although the committee does not have formal objective criteria for diversity on our Board, it is a significant consideration, and since 2013, 75% of new director nominations have been women or minority candidates. In
nominating candidates to the Board, the committee determines whether the incumbent director is willing to stand for
re-election.
If so, the committee evaluates his or her contributions to determine suitability
for continued service, taking into consideration the Boards criteria for candidates, the Board evaluation process, and other perceived needs of the Board. The Company maintains a corporate membership in the NACD, which provides each director
with access to continuing education, research materials, and publications relating to corporate governance, board leadership, and other topical information.
Oversight of Strategy and Key Risks
Our Board is responsible for the general oversight of the Company, including our strategic direction, the performance of our executive
officers, and the Companys risk management processes, to assure that the long-term interests of our stockholders are being served. In performing this oversight function, the Board, directly or through its standing committees, regularly reviews
and discusses our corporate strategy and our material strategic, operational, financial, compensation, and compliance risks with senior management.
4 AGNC INVESTMENT CORP.
Proxy Statement