In accordance with the standards of conduct (SOC) regulations of the Farm Credit Administration (FCA) at 12 C.F.R. Part 12, it is the responsibility of the Board of Directors for SunStream Business Services (“SunStream”) to adopt policies and procedures that set forth the core principals of the FCA SOC regulations, including the prompt disposition of Conflicts of Interest, actual or potential. Accordingly, the following Policy has been adopted by SunStream’s Board of Directors (the “Board”) for directors, officers, and employees.
The maintenance of high standards of industry, honesty, integrity, impartiality, and conduct by directors and employees is essential to ensure the proper performance of SunStream business and continued public confidence in the System. The avoidance of misconduct and Conflicts of Interest, real or apparent, is indispensable to the maintenance of these standards.
It is the policy of SunStream that all directors, officers, and employees shall observe, to the best of their abilities, the letter and intent of all applicable laws and regulations of the Farm Credit Administration, maintain high ethical standards, exercise diligence and good judgment in carrying out their duties, obligations, and responsibilities, and act in the best interests of SunStream. Accordingly, all SunStream activities and the activities of its directors and employees should be evaluated and in accordance with this Policy and the Standards of Conduct (“SOC”) Procedures.
- Definitions. The definitions of terms used in this Policy can be found in SunStream’s SOC Procedures and in 12 C.F.R. § 612.2130.
- SOC Procedures. With this Policy, the board has adopted procedures on standards of conduct consistent with this Policy and the Regulations.
- Code of Ethics. The board has adopted a Code of Ethics, which applies to all employees, directors, and agents and is publicly available on sunstreamservices.com website.
- Requirements for employees and directors. Each director and employee shall:
- Comply with the Code of Ethics;
- Maintain high ethical standards, including high standards of care, honesty, integrity, and fairness;
- Act in the best interests of SunStream;Preserve the reputation of SunStream and the public’s confidence in the Farm Credit System;
- Exercise diligence and good business judgment in carrying out official duties and responsibilities;
- Identify and disclose to the SOCO real or perceived Conflicts of Interests involving themselves, their Family, or any Reportable Business Entity;
- Work with the SOCO to identify and resolve real or perceived Conflicts of Interests;
- Refrain from participating in official action or board discussion of a matter, transaction or activity if the employee or director has a Conflict of Interest in a matter, transaction, or activity, and avoid voting on or influencing any decision directed at such a matter, transaction, or activity;
- 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;
- Timely report to the SOCO, or through the use of the anonymous reporting procedures, any known or suspected activity by a person affiliated with SunStream that you suspect is illegal, unethical, or a violation of SunStream standards of conduct policies or procedures and Code of Ethics; and
- Fulfill applicable fiduciary duties to the institution and its stockholders.
- Reporting and Disclosures by Directors and Employees. Directors and employees shall comply with all reporting requirements as detailed in the SOC Procedures, including reporting any known or potential Conflicts of Interest and other transactions, interests, and relationships reportable under the Regulations.
- Prohibited Conduct for Employees and Directors. Directors and employees are expressly prohibited from engaging in conduct that necessarily creates real or perceived Conflicts of Interest as further outlined in the Regulations and SOC Procedures.
- Review and Resolution. The SOC procedures shall address the process for resolving Conflicts of Interest, including the SOCO’s role in the resolution process, and identify those with authority to implement a resolution.
- Director and Employee Training.
- New Directors. Newly elected or appointed directors must receive standards of conduct training within 60 calendar days of the Director assuming their position.
- New Employees. New Employees must receive standards of conduct training within 10 business days of beginning work.
- Periodic Training. At least annually, the SOCO shall conduct training for all Directors and Employees, which will include, at a minimum, updates to the SOC Program and Code of Ethics, and the SOCO must obtain written certification of participation in such trainings and maintain those records in accordance with the Regulations and SOC Procedures.
- Policy for Agents. SunStream shall maintain a separate Standards of Conduct Policy for Agents, which will be distributed to all Agents of SunStream.
The Board shall designate a Standards of Conduct Official (“SOCO”) and SOCO Liaison for SunStream, who shall have the authority to carry out the responsibilities set forth in this Policy and the SOC Procedures. In carrying out these responsibilities the SOCO and SOCO Liaison shall have access to adequate resources for implementing a successful SOC program, including direct access to the board for purposes of discussing and reporting on matters related to this Policy and the SOC procedures. Moreover, the SOCO, and SOCO Liaison, as further enumerated in the Regulations and SOC Procedures, will:
- Provide guidance and information to directors and employees concerning the provisions of this Policy, the SOC Procedures, and Code of Ethics;
- Monitor and evaluate compliance with this Policy and the SOC Procedures; and
- Take appropriate action to in addressing disclosures, reports, and deviations from this Policy.
Any amendments or modifications to this Policy must be submitted to and approved by the Board. Moreover, the board retains the right to withdraw any delegated authorities under this Policy at any time.
The Board recognizes that situations may arise in which an exception to this Policy is appropriate. Exceptions are to be documented by the SOCO, approved by the Audit Committee and promptly reported to the Board.
The SOCO shall report to the board as follows:
- At least quarterly, report on any material Conflict of Interest determination. A material Conflict of Interest determination means any case the SOCO has a duty to investigate and disclose to the board under 12 C.F.R. § 612.2170(d) and this Policy.
- The SOCO shall present to the board on an annual basis, or on a more frequent basis if required by the board, a summary report on all Conflicts of Interest and Code of Ethics matters or SOC violations for the previous twelve (12) months. The summary report shall, at minimum, (a) summarize the SOCO’s review of all annual disclosures required from employees and Directors, (b) specifically describe any material Conflicts of Interest and their resolution, (c) summarize the standards of conduct training provided to employees and Directors over the prior 12 months.
FCA Regulation 12 C.F.R. Part 2
Adopted: November 18, 2022
Last Revised: May 19, 2023
Approved: May 19, 2023