Overview

Farm Credit Illinois (“FCI”) has adopted this code of ethical conduct (the “Code”) which is applicable to every Director and Employee. The Code reaffirms the high standards of business conduct required of, and provides guidance to, FCI and its Directors, Employees, Agents, and Third-Party Service Providers. [1] 

Objective

FCI is committed to conducting business in accordance with the highest ethical standards as set forth in its Standards of Conduct Policy. Moreover, FCI is responsible for preparation and distribution of its financial statements and related disclosures and for providing relevant information that is true, accurate and complete to the Funding Corporation for use in preparing the Farm Credit system financial statements and related disclosures.

Accordingly, FCI expects all of its Directors Employees, Agents, and Third-Party Service Providers to maintain the highest standards of personal and professional integrity in all aspects of their business transactions and activities. This includes complying with all applicable laws, rules, and regulations, deterring wrongdoing and abiding by its Standards of Conduct Policy and other policies and procedures adopted by FCI that govern the conduct of its employees and agents. To achieve these high ethical standards, all Directors Employees, Agents, and Third Party-Service Providers should, among other things, avoid Conflicts of Interests.

This Code is intended to supplement FCI’s Standards of Conduct Policy.

Requirements

1. All Directors Employees, Agents, and Third-Party Service Providers. All Directors Employees, Agents, and Third-Party Service Providers are required to:
   1. Maintain high ethical standards, including high standards of honesty, integrity, and fairness.
   2. Act in the best interests of the institution.
   3. Preserve the reputation of FCI and the public’s confidence in the Farm Credit System (“System”).
   4. Exercise diligence and good business judgement in carrying out official duties and responsibilities.
   5. Be honest and trustworthy in all relationships.
   6. Be reliable in carrying out assignments and responsibilities.
   7. Be truthful and accurate in what is said and written.
   8. Be cooperative and constructive in all work undertaken.
   9. Be fair and considerate in the treatment of fellow employees, customers, and all other persons.
   10. Be law abiding in all activities.
   11. Avoid Conflicts of Interest and to refrain from discussions and decisions on such matters.
   12. Be committed to accomplishing all tasks in a superior way.
   13. To be economical in utilizing company resources.
   14. Be dedicated in service to the company and to the improvement of the quality of life.
   15. Identify and disclose to the Standards of Conduct Official (“SOCO”) any Conflicts of Interest and/or circumstances or transactions that have the appearance of creating a Conflict of Interest.[2]
   16. Refrain from participating in official action or discussion on any matter if the Director, Employee, Agent, or Third-Party Service Provider has an actual or perceived Conflict of Interest.
   17. Work with the SOCO to identify conflicts and resolve reported Conflicts of Interest and appearances of Conflicts of Interest.
   18. Avoid self-dealing or acceptance of gifts or favors that may be deemed as offered, or have the appearance of being offered, to influence official actions or decisions.
   19. Comply with all applicable laws, rules, and regulations, as well as the rules and regulations of self-regulatory agreements to which FCI is a party.
   20. Promptly report any possible illegal or unethical activity, or violation of the Standards of Conduct Policy and the Code to the SOCO or through the anonymous reporting procedures.
   21. Take all reasonable measures to protect the confidentiality of non-public information about FCI and its customers obtained or created in connection with its activities and to prevent the unauthorized disclosure of this information unless required by applicable law or regulation, or legal or regulatory process.
2. Directors and Officers. In addition, Directors and Officers are required to produce full, fair, accurate, timely and understandable disclosures of FCI financial statements and related financial reports or communications as well as reports and documents filed with, or submitted to, AgriBank, FCB and the Farm Credit Administration (“FCA”). Directors and Officers are explicitly prohibited from taking any action to fraudulently, coerce, manipulate, or mislead FCI’s independent public accountant for the purposes of rendering FCI’s financial statements misleading.

Guidelines for Ethical Decision Making

The following are a set of guidelines that can be applied to promote sound ethical decisions:

• Is the problem really what it appears to be?  If you are not sure, find out.
• Is the action you are considering legal?  Ethical?  If you are not sure, find out.
• Do you understand the position of those who oppose the action you are considering?  Is it reasonable?
• Whom does the action benefit or harm?  How much does it benefit or harm?  How long does it benefit or harm?
• Would you be willing to allow everyone to do what you are considering doing?
• Have you sought the opinion of others who are knowledgeable on the subject, and who would be objective?
• Would your action be embarrassing to you if it were made known to your co-workers, superiors, friends, and family?

It is recognized that the Directors, Employees, Agents, and Third-Party Service Providers of the System are charged with the maintenance of high standards of industry, honesty, integrity, and impartiality to insure the proper performance of the System and the continued public confidence in the System and each of its institutions.  The avoidance of misconduct and Conflict of Interest, real or apparent, is indispensable to the maintenance of these standards.

To achieve these high standards of conduct, Directors, Employees, Agents, and Third-Party Service Providers shall observe, to the best of their abilities, the letter and intent of all applicable laws, regulations, rules, policy statements, instructions, and procedures of the FCA and System institutions, and shall exercise diligence and good judgment in carrying out of their duties, obligations, and responsibilities.

In summary, the making of decisions by Directors, Employees, Agents, and Third-Party Service Providers of FCI, through the use of a strong ethical code, will enable FCI to complete its mission statement which is to provide qualified farmers, ranchers, and other eligible borrowers with a competitive and dependable source of constructive credit and financial services.

Policy Compliance

Each Director, Employee, Agents, and Third-Party Service Provider is responsible for reading and understanding this Policy and conducting their activities and business transactions accordingly. 

FCI reserves the right to audit/monitor systems on a periodic basis to ensure compliance with this Policy. Compliance may be measured through various means, including but not limited to business tool reports, internal and external audits, and feedback.

Any exception to this Policy must be submitted to and approved by FCI’s SOCO.

Violations of the Code of Ethics

All Directors, Employees, Agents, and Third-Party Service Providers will be held accountable for adherence to this Code. A failure to observe the terms of this Code may result in disciplinary action, up to and including termination of employment/relationship or removal from the Board of Directors (the “Board”), as applicable.  Violations of the Code may constitute violations of law and may result in civil or criminal penalties.

If you have any questions regarding the best course of action in a particular situation, contact the SOCO.

Acknowledgement

Each Director and Employee shall be required to sign a statement annually that they have read and understand this Code.

Definitions

Agent:  Any person, other than a Director or Employee of FCI, with the power to act for FCI either by contract or apparent authority and who currently either represents FCI in contacts with third parties or provides professional or fiduciary services to FCI.

Conflicts of Interest:  A set of circumstances or the appearance thereof where a person has a financial interest in a transaction, relationship, or activity that could or does actually affect (or has the appearance of affecting) that person’s ability to perform official duties and responsibilities in a totally impartial manner and in the best interest of FCI when viewed from the perspective of a reasonable person with knowledge of the relevant facts.

Employee:  Any individual employed on a part-time, full-time, or temporary basis by FCI, including those identified as Officers of the institution. Persons not maintained on FCI’s payroll (i.e., independent contractors and temporary workers provided through temporary services agencies) are not Employees for purposes of this definition. 

Officer:  The President, Chief Executive Officer (“CEO”) Executive Vice President (“EVP”), Senior Vice Presidents (“SVP’s”), Chief Financial Officer (“CFO”), General Counsel, Chief Administrative Officer (“CAO”), Chief Risk Officer (“CRO”), and Chief Operating Officer (“COO”) of FCI, and any person not so designated but who holds a similar position of authority.

Third-Party Service Provider:  Any person or entity that has entered into a business arrangement with FCI, by contract or otherwise, that could have a Conflict of Interest impacting their ability to impartially perform services in the best interests of FCI.  This term may include a company with access to confidential or sensitive information or who has an ongoing relationship with FCI.  Examples of Third-Party Service Providers includes Agents, independent contractors providing outsourced services, information technology service providers, real estate appraisers, attorneys, and accountants.  Customers, utility companies, and companies that sell a license to use software are generally not considered Third-Party Service Providers.