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道德守则

弗吉尼亚农业信贷, ACA

道德守则

I. 概述

弗吉尼亚农业信贷, ACA (the “Association”) has adopted this code of ethical conduct (the “Code”) which is applicable to every 导演, 官, 和员工. The Code reaffirms the high standards of business conduct required of and provides guidance to the Association and its 导演s, 高级职员及雇员. [1]

II. 客观的

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

相应的, the Association expects all of its 导演s, 高级职员及雇员 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, 规则, 法规, deterring wrongdoing and abiding by its Standards of Conduct Policy and other policies and procedures adopted by the Association that govern the conduct of its employees and agents. To achieve these high ethical standards, 全体董事, 高级职员及雇员应, 除此之外, 避免利益冲突.

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

3. 需求

A. All 导演s, 高级职员及雇员. All 导演s, 高级职员及雇员 are required to:

  1. Maintain high ethical standards, including high standards of honesty, integrity, and 公平ness.
  2. Act in the best interests of the institution.
  3. Preserve the reputation of the Association and the public’s confidence in the Farm Credit System.
  4. Exercise diligence and good business judgement in carrying out official duties and responsibilities.
  5. Report to the Standards of Conduct Official conflicts of interest and circumstances or transactions that have the appearance of creating a Conflict of Interest involving yourself, your Family or your Reportable Business Entity. [2]
  6. Refrain from participating in official action or discussion on any matter if the 导演, 官 or Employee has an actual or perceived conflict of interest.
  7. Work with the Standards of Conduct Official to identify conflicts and resolve reported 利益冲突 and appearances of 利益冲突.
  8. 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.
  9. 遵守所有适用的法律, 规则, 法规, as well as the 规则 法规 of self-regulatory agreements to which the Association is a party.
  10. Promptly report any possible illegal or unethical activity, or violation of the Standards of Conduct Policy and the 道德守则 to the Standards of Conduct Official or through the anonymous reporting procedures.
  11. Take all reasonable measures to protect the confidentiality of non-public information about the Association 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, 或法律或监管程序.

B. 董事及高级职员. 除了, 董事及高级职员 are required to fulfill their fiduciary duties to the institution and its stockholders.  另外, 董事及高级职员 are required to produce full, 公平, 准确的, timely and understandable disclosures of Association financial statements and related financial reports or communications as well as reports and documents filed with, 或提交给, AgFirst Farm Credit Bank and the Farm Credit Administration. 董事及高级职员 are explicitly prohibited from taking any action to fraudulently, 强迫, 操作, or mislead the Association’s independent public accountant for the purposes of rendering the Association’s financial statements misleading. 

C. 报告. To comply with the reporting obligations, each person subject to this 道德守则 shall make a report of illegal or unethical activity or a violation of the Standards of Conduct Policy and the 道德守则 by either:

  1. 报告 to the Standards of Conduct Official, Dana Close, CRCM, at DClose@FCVirginias.或540-977-5707分机. 5925. 

  2. To the Association’s Ethics Hotline Vendor, Navex Global, by:
    1. 电话:1-833-220-9769或
    2. Online 报告: virginiasfarmcredit.ethicspoint.com
  3. Any individual who contacts the Ethics Hotline may, 在他们的选举中, remain anonymous when making a report pursuant to the 道德守则, 在法律允许的范围内.  Retaliation against an individual for making a report in good faith is strictly prohibited.  See Fraud and Whistleblower Hotline Policy for additional information. 

IV. 政策合规

每一个导演, 官 和员工 is responsible for reading and understanding this policy, and conducting their activities and business transactions accordingly.  

The Association 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, 内部和外部审计, 和反馈. 

Any exception to this procedure must be submitted to, and approved by the Association’s Standards of Conduct Official. 

V. 违反职业道德准则

All 导演s, 高级职员及雇员 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, termination of the 的关系 or contract, 或者被从董事会除名, 是适用的.  Violations of the Code may constitute violations of law and may result in civil or criminal penalties.

Violations of the Code may constitute violations of law and may result in civil or criminal penalties. 根据12 C.F.R. § 612.2180和12u.S.C. § 2267a, FCA has jurisdiction and authority to initiate certain actions and enforcement authority for up to six years following the separation of an 机构方 from a Farm Credit institution. This allows FCA to ensure the safety and soundness of the System in appropriate circumstances and to enforce its regulations, regardless of when the 的关系 with an individual or entity was terminated.

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

VI. 确认

每一个导演, 官, 和员工 shall be required certify annually that they have read and understand this Code. 

7. 定义

利益冲突: A set of circumstances or the appearance thereof where a person has a financial interest in a transaction, 的关系, 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 the Association when viewed from the perspective of a reasonable person with knowledge of the relevant facts.

导演: A member of the Association’s board of 导演s (the “board”).

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

家庭: 父母, 配偶或民事结合伴侣, 孩子们, 兄弟姐妹, 叔叔, 阿姨, 侄子, 侄女, 爷爷奶奶, 孙子, and the spouses of the foregoing whether arising from biological, 收养, 婚姻, 或其他法律手段(例如.g., stepparents, step孩子们, half-兄弟姐妹, in-laws). The term also includes anyone residing in the household or who is a legal or financial dependent, regardless of any familial 的关系.

机构方 (定义见12c.F.R. § 612.2180(d)): 

i. A 导演, 官, Employee, shareholder, or Agent of a System institution; 

ii. An independent contractor (including an attorney, 评估师, or accountant) who knowingly or recklessly participates in: 

  a. A violation of law (including regulations) that is associated with the operations and activities of one or more System institutions; 

    b. A breach of fiduciary duty; or 

   c. An unsafe practice that causes or is likely to cause more than a minimum financial loss to, or a significant adverse effect on, a System institution; or 

3. Any other person as determined by the Farm Credit Administration (by regulation or on a case-by-case basis) who participates in conduct of the af公平s of a System institution.

: The salaried Chief Executive 官, 总统, 副总统, 秘书, 财务主管, 总法律顾问, 首席财务官, and Chief Lending 官 of the System institution, and any person not so designated but who holds a similar position of authority.

应呈报业务实体: An entity in which the reporting individual, 直接, 或间接地, or acting through or in concert with one or more persons: 

  1. Owns a Material Percentage of the equity;
  2. Owns, controls, or has the power to vote a Material Percentage of any class of voting securities; or
  3. Has the power to exercise a Material influence over the management of policies of such entity from their status as a partner, 导演, 官, or majority shareholder in the entity.

[1] The Code is intended to comply with FCA Regulation Part 612, Subpart A, including 12 C.F.R. § of 612.2137(c), and terms used herein are defined in 12 C.F.R. § 612.2130.

[2] Agents subject to this policy are required to disclose known conflicts of interest, consistent with the Standards of Conduct Policy for Agents.