Code of Ethics for Directors and Associates
This Code of Ethics establishes CoBank’s values and expectations for the ethical conduct of directors and associates in business activities, including expectations for appropriate professional conduct.
This Code of Ethics applies to all CoBank directors and associates. It is each director’s and associate’s obligation to know and comply with this Code of Ethics.
The principles and responsibilities set forth in this Code of Ethics are intended to guide directors and associates about how they should conduct themselves. It does not set forth every aspect or condition of honest and ethical behavior.
This Code of Ethics supplements P/D 2-3 (Ethics and Standards of Conduct Program), P/D 2-4 (Director Responsibilities and Conduct), P/D 3-9 (Associate Responsibilities and Conduct), P/D 8-4 (Speaking Up), any other policies or procedures related to this subject matter, and the Associate Handbook. Capitalized terms used but not defined in this Code of Ethics are defined in P/D 2-3 (Ethics and Standards of Conduct Program).
In furtherance of a culture of ethical conduct for directors and associates, and to achieve high standards of conduct, you must:
- Maintain high ethical standards, including high standards of care, honesty, integrity, and fairness. This includes engaging in and promoting honest and ethical conduct in all business activities, including dealings with other directors and associates, customers, and stockholders. Honest and ethical conduct includes being truthful and candid in all communications and ensuring communications made by you or on your behalf are not misleading, whether as a result of misstating facts or omitting facts that could lead to an incorrect inference or implication.
- Act in CoBank’s best interests. This includes avoiding placing (and the appearance of placing) your self-interest (including financial enrichment or other personal gain) or any third-party’s interest above CoBank’s interests.
- Preserve the reputation of CoBank and the public’s confidence in the Farm Credit System.
- Exercise diligence and good business judgment in carrying out official duties and responsibilities.
- Report to the ESOC Officer any Conflicts of Interest and circumstances or transactions that have the appearance of creating a Conflict of Interest involving yourself, your Family members, or your Reportable Business Entities or Affiliated Organizations.
- Work with the ESOC Officer to identify actual or potential Conflicts of Interest and Resolve any reported Conflicts of Interest and appearances of Conflicts of Interest.
- Avoid self-dealing and acceptance of Gifts or favors that may be deemed as offered, or have the appearance of being offered, to influence official actions or decisions.
- Recuse yourself from involvement in official bank action or decision making due to Conflicts of Interest, and report circumstances where you reasonably believe another person was required to Recuse but did not do so.
- Exercise good judgment when incurring travel or other expenses while acting in an official capacity on behalf of CoBank. Good judgment requires you to represent CoBank in a professional and ethical manner, and to make travel, lodging, entertainment, and other arrangements that are appropriate for the occasion and consistent with CoBank’s policies and practices.
- Take all reasonable measures to protect the confidentiality of non-public information about CoBank and its customers (including without limitation non-public discussions, deliberations, records, and other information provided or generated in connection with official duties) and to prevent the disclosure of confidential information unless required by applicable law or regulation, or legal or regulatory process; and report circumstances where you reasonably believe another person received CoBank confidential information when it was not authorized or permitted.
- Cooperate with the FCA in a constructive manner and in accordance with FCA regulations in connection with FCA’s examinations and review activities.
- Comply with this Code of Ethics, CoBank’s standards of conduct policies, and other bank policies and directives, and any confidentiality or other agreements to which you are subject as a director or associate.
- Cooperate with the board and the ESOC Officer in a constructive manner with respect to any inquiry, review or investigation, including participation in interviews and producing requested documents or other information.
- Comply with all applicable laws and regulations.
- Timely report to the ESOC Officer, or through CoBank’s confidential hotline, any known or suspected (a) illegal or unethical activity, or (b) violation of CoBank’s Code of Ethics, standards of conduct policies, other bank policies and directives, and any confidentiality or other agreements to which you are subject as a director or associate.
In addition to the foregoing, each director and Officer must fulfill their fiduciary duties to CoBank and its stockholders.
You understand that you will be held accountable for adherence to this Code of Ethics. Your failure to observe the terms of this Code of Ethics may result in disciplinary action, up to and including termination of employment with CoBank or removal from the board of directors, as applicable. Violations of the Code of Ethics may also constitute violations of law and may result in civil and criminal penalties for you, your supervisors, or CoBank.
As part of the annual disclosure process for directors and associates, as applicable, you will be asked to certify that you are in compliance with this Code of Ethics.
If you have any questions regarding the best course of action in a particular situation, promptly contact CoBank’s ESOC Officer. If you would prefer to remain anonymous in reporting any possible violation of this Code of Ethics or other matter, you may use the Confidential Hotline toll free at 1-888-525-5391 or complete a web report at cobank.ethicspoint.com.
For your information, the entire Code of Ethics must be made available to all CoBank directors, associates, Agents, and stockholders. CoBank will publish this Code of Ethics on its external website or otherwise will post on its external website a statement that it has adopted a professional Code of Ethics, summarizing what that Code is, and advising the public the entire Code of Ethics is available on request at no cost.
Adopted effective as of January 1, 2023.
- Affiliated Organization
- has the meaning ascribed to it in connection with disclosures made by directors, Senior Officers, and certain other associates.
- Conflict of Interest
- means a set of circumstances (or the appearance of circumstances) where a director or associate has a Financial Interest in a transaction, relationship, or activity that actually affects or could affect (or has the appearance of affecting) the director’s or associate’s ability to perform their official duties and responsibilities in a totally impartial manner, and in the best interest of CoBank, when viewed from the perspective of a reasonable person with knowledge of the relevant facts.
- means a corporation, company, association, firm, joint venture, partnership (general or limited), trust (business or otherwise), or other business operation whether or not incorporated, including a limited liability company.
- means parents, spouses or civil union partners, children, siblings, uncles, aunts, nephews, nieces, grandparents, grandchildren, and the spouses of the foregoing, whether arising from biological, adoptive, marital, or other legal means (e.g., stepparents, stepchildren, half siblings, in laws). The term also includes anyone residing in the household or who is a legal or financial dependent, regardless of any familial relationship.
- Financial Interest
- means an interest in an activity, transaction, property, or relationship with a Person that involves receiving or providing something of monetary value or other present or deferred compensation.
- means any gift, fee, or other compensation (present, deferred, or otherwise) or benefit.
- means an individual or Entity, including sole proprietorships.
- Recuse or Recusal
- means the act of abstaining from participation in an official bank action or decision-making due to a Conflict of Interest. Abstaining means the director or associate may not (1) participate in meetings, discussions or deliberations, or (2) share information, views, or perspective with other directors or associates, formally or informally.
- Reportable Business Entity
- means an Entity in which the reporting individual, directly or indirectly, or acting through or in concert with one or more Persons:
- Owns 5% or more of the equity;
- Owns, controls, or has the power to vote 5% or more of any class of voting securities; or
- Has the power to exercise a controlling influence over the management of policies of such Entity from his or her status as a partner, director, officer, or majority shareholder in the Entity.
- Resolved or Resolution
- means an actual or apparent Conflict of Interest has been addressed with an action such as Recusal, divestiture, approval or exception, job reassignment, employee supervision, employment separation or other action, with the result that a reasonable person with knowledge of the relevant facts would conclude that the conflicting interest is unlikely to adversely affect the person’s performance of official duties in an objective and impartial manner and in furtherance of the interests and statutory purposes of the System.
- Senior Officer
- means the positions for which CoBank makes disclosures in its reports to shareholders, pursuant to FCA regulations.