At Dynex, we are committed to strong corporate governance practices, which we believe are critical to achieving long-term shareholder value.

Highlights of our governance practices include:

  • Dynex has a strong Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of our employees, officers and directors and covers a wide range of business practices and procedures designed to foster the highest ethical standards in all business relationships. This policy covers, among other things, compliance with applicable laws, conflicts of interest, confidentiality, fair dealing, discrimination and harassment, health and safety, reporting of suspected violations, and enforcement of our Code Conduct.
  • Our Board of Directors represents a well-rounded and diverse combination of skills, knowledge, experience and perspectives.
  • All of our directors are independent, other than the Chief Executive Officer.
  • All of the members of our key committees are independent.
  • One-third of our directors are female.
  • We separate the Chairperson and Chief Executive Officer roles.
  • Incumbent directors up for re-election to our Board of Directors who fail to receive a majority of the votes cast in an uncontested election must tender their resignation.
  • Our Board is fully declassified, and directors are elected annually.
  • In September 2020, our Board adopted a Board Refreshment and Diversity Policy to ensure a relevant, inclusive and diverse membership on the Board. Pursuant to this policy, the Nominating and Corporate Governance Committee evaluates qualifications and contributions of each incumbent director before recommending the nomination of such director for re-election.
  • We have CEO and senior management succession plans.
  • The Company has not adopted a “poison pill” or other similar shareholder rights provisions in its governance documents.
  • Key risks are overseen by Board committees, including enterprise-wide risk management (Audit Committee), investment related risks (Investment Committee) executive compensation risks (Compensation Committee) and our ESG initiatives (Nominating & Corporate Governance Committee).
  • During 2020, our directors continued to be engaged, with director attendance for Board and committee meetings greater than 75% for each director.
  • Our Whistleblower Policy provides a structured and formal process to facilitate confidential, anonymous submissions by employees of the Company and others with concerns or complaints regarding the Company's accounting, internal accounting controls, auditing matters or violations of the Company’s Code of Conduct.
  • Our Board of Directors and each of our key committees annually conduct a substantive self-evaluation.
  • We require that executives and directors own a meaningful amount of Company stock.
  • We prohibit our executive officers and directors from hedging and pledging Company stock.