2 Introduction from the CEO 3 Scope 3 Oversight 4 Compliance 5 Non-compliance 5 Values and Ethics Code for Public Sector 6 Acting with integrity 7 Protecting FCC assets 8 Giving or receiving gifts, prizes, entertainment or hospitality 9 Outside business activities 10 Inside information and preferential treatment 10 Employees acquiring farm land or acreages 10 Employee credit facilities 11 Political activities 12 Reporting violations of the Code and whistleblower protection

Farm Credit Canada | FCC Code of Conduct and Ethics

Code of Conduct and Ethics

I’m proud of FCC’s success. We have a strong financial portfolio and a reputation as a trusted financial partner, a strong corporate citizen and an employer of choice everywhere we operate in Canada. While accomplishing our corporate and individual business goals is essential to this success, the way we achieve our goals is equally important.

FCC’s Code of Conduct and Ethics (the Code) brings together information on the principles of ethical conduct that is the foundation of FCC’s business. The Code is intended to help you understand what is expected of you and to apply the Code’s ethical principles. Every business decision and every action you make on FCC’s behalf must maintain the trust and confidence placed in us by our customers, business partners and government stakeholders.

I want to be completely clear regarding my expectations of each employee. Do not allow anything − your goals, competitive instincts to “win” in business or even a direct order from a superior, − to compromise your commitment to integrity.

There is no conflict between outstanding financial performance and high standards of ethical behaviour. In fact, the two reinforce each other. Doing business with integrity, focusing on good governance and complying with policies, are the only activities that will maintain our reputation as a trusted partner to our customers, and allow our business to continue to grow.

FCC’s reputation rests in your hands. When questions arise about the right thing to do, use the Code as your guide. If you have any questions about any part of the Code, please consult your manager or our Integrity Officer.

On behalf of FCC, thank you for your commitment to our Code and practicing integrity every day.

Michael Hoffort President and Chief Executive Officer

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Introduction from the CEO

All employees, as well as all members of FCC’s Board of Directors are required to comply with the FCC Code of Conduct and Ethics at all times.

References to “employee” include members of the Board of Directors, where applicable. FCC’s Board accepts that in order to inspire trust and confidence, they must be seen by employees, stakeholders and FCC’s shareholder to be acting with personal integrity at all times. The interpretation of this Code as it relates to the Board takes into account the fact that they serve the corporation in a part-time capacity and are not involved in FCC’s day-to-day operations. Certain aspects of the Code may not apply in the same manner as to employees, depending on the particular circumstances. Generally speaking, the Code applies to Board members only when they represent FCC and not when they are acting in personal capacities or when they are pursuing their private business interests. Every Board member, upon appointment and from time to time thereafter, is expected to sign a Director’s Declaration and Promise of Fidelity and Secrecy to confirm their understanding of the Code and their commitment to comply with it.

People providing services to FCC on a contractual or temporary basis (such as contractors) are required to conduct themselves in a manner consistent with the Code.

FCC’s Integrity Officer oversees the Code and reviews it every two years.

Substantive changes to the Code must be approved by the Board of Directors.

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Scope

Oversight

FCC is committed to conducting its affairs to the highest standards of ethics, integrity, honesty, fairness and professionalism. This standard applies to all employees at all times.

Every employee is expected and required to use the Code as a guide to assess every business decision and every action on behalf of FCC to ensure it is right, legal and fair.

Compliance with the Code is mandatory and is a condition of employment.

All employees must read and understand the content of the Code.

All employees must sign a Declaration and Promise of Fidelity and Secrecy confirming their understanding of the Code and their commitment to comply with it. A reaffirmation of this understanding and commitment is required annually.

All employees are accountable to: • seek advice on any question about the Code or its interpretation• behave at all times in a way that upholds the integrity of FCC and maintains FCC’s

reputation as a trusted financial institution• follow the guidance of the Code when faced with questions of what is right or wrong

or how to conduct oneself when doing business, and • speak up in good faith to report suspected violations of the Code

The Code governs the conduct of business relationships among employees as well as between employees and customers, business partners, suppliers and contractors, competitors, and Government of Canada stakeholders.

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Compliance

Failure to comply with the Code, dishonest or unethical conduct, conduct that is illegal, or conduct that violates corporate policy is a violation of the Code, regardless of whether such conduct is specifically addressed in the Code.

A violation of the Code will be treated seriously and may:• result in disciplinary action • affect performance ratings and incentive pay

Serious breaches of the Code may result in dismissal.

Allegations of theft, fraud or incidents affecting the safety of others may be referred to law enforcement for investigation. FCC may also initiate legal action to recover financial losses as a result of employee wrongdoing.

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Non-compliance

As a federal Crown corporation, FCC is a part of the public service of Canada.

FCC is subject to the Values and Ethics Code for the Public Sector. It is a guide to the values and behaviours expected from everyone who works in the public sector, in all activities related to their professional duties. These values are:• respect for democracy• respect for people• integrity• stewardship• excellence

The Values and Ethics Code for the Public Sector should be read in conjunction with FCC’s Code. For the complete text of the Values and Ethics Code for the Public Sector, visit the Treasury Board of Canada Secretariat website.

Values and Ethics Code for the Public Sector

FCC employees are expected to act professionally and with personal integrity, both within and outside the workplace, reflective of the corporation’s values and cultural practices.

Employees must ensure that their actions comply with the laws and regulations applicable to their business activities. This means avoiding actions that could reasonably be considered legally suspect, even if it appears to be common practice.

Employees must not knowingly:• assist or allow customers to take actions that would violate the law• assist or allow fellow employees to take actions that would violate the law• assist or induce an employee of another organization to breach that organization’s Code

of conduct or the law

Employees are expected to gain a good understanding of the corporate and credit policies that apply to their business role and function, to comply with these policies, and to make business decisions that are based on corporate policy and the best interests of FCC.

In relationships with colleagues, customers, business partners, suppliers, members of the public and federal government stakeholders, all employees must:• deal openly, honestly, and fairly in all communications and negotiations• act in the best interests of FCC and protect its reputation• act within their duties, qualifications and delegated authority• share information when appropriate and not conceal or provide incomplete information • follow the need to know principle and access or share confidential and personal

information only when there is a legitimate business reason to do so, and • be respectful and professional

All employees share the responsibility of maintaining a healthy, safe and respectful work environment and are expected to observe FCC’s health, safety and harassment-free workplace policies.

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Acting with integrity

Employees must protect FCC assets and interests, including but not limited to: cash, negotiable instruments such as letters of credit and certificates, leased premises, physical and electronic equipment, corporate records and information, and customer and employee information.

Employees must ensure that FCC receives good value for any expenditure made on behalf of the corporation and must make every effort to keep FCC assets, especially those assets that are in FCC’s custody or control, secure from third parties and protect them from theft, fraud, harm, loss or misuse.

Employees must not steal or embezzle from FCC or defraud FCC.

Employees must not use FCC assets for personal benefit, except where a non-business use is expressly permitted and within the parameters outlined by that permission. Employees must not take advantage of FCC assets for their own benefit or profit.

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Protecting FCC assets

Employees must avoid situations where offering, giving or accepting, directly or indirectly for themselves or for anyone else, a gift, prize, entertainment, hospitality or other benefit (all are referred to as “Gifts” in this section of the Code) creates an expectation in the mind of others that special or preferential treatment will be provided in exchange for the Gift.

A Gift may be offered, given or accepted for or by a person, group or organization who conducts or who would like to conduct business with FCC only where:• it is of a value less than $200• it is a mere token of attendance at a conference, event or customer visit and has a value

less than $200, or • it is generally accepted as business hospitality and has a value less than $200

A Gift of a value higher than $200 may be offered, given, or accepted only if declared by an employee using the Declaration of Outside Activities and Gifts Over $200 form, and judged appropriate by the employee’s Enterprise Management Team (EMT) member, who must approve the Gift in advance, where applicable. To be approved, the Gift:• must not violate any applicable laws or regulations• must reflect a normal expression of courtesy or hospitality, and• must not raise suspicion about the impact of the Gift on the objectivity and impartiality

of FCC

In any case, employees are prohibited from:• soliciting or seeking a Gift from a customer, business partner or contractor• accepting, offering or giving any Gift that is cash or readily convertible to cash• accepting, offering or giving any Gift that may reasonably be perceived by a member of

the public to be made in exchange for business favor from FCC• accepting, offering or giving any Gift that may reasonably be perceived as being in bad

taste or would risk embarrassment to FCC, or• accepting, offering or giving a Gift over $200 from/to the same individual or company

more than once in any 12 month period

Where an employee attends a conference or event, and the registration fee is paid for by FCC, an employee may keep a prize of any value if the prize was the result of a draw where the employee personally paid for the ticket drawn.

Employees must decline sponsored travel from any organization or individual unless the employee is a guest speaker or panelist at a public conference. In all cases, prior approval from the employee’s Vice-President is required.

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Giving or receiving gifts, prizes, entertainment or hospitality

Employees must avoid situations where personal interests conflict, or could appear to conflict, with their FCC role and responsibilities.

Employees owe their primary business loyalty to FCC. Outside business activities, including but not limited to employment outside FCC working hours, whether for another employer or on a self-employment basis such as farming, is permitted only where:• there is no real or perceived conflict of interest• it does not or is not likely to result in a decrease in the employee’s work performance or

a decline in the quality of work produced for FCC, and• it does not affect the employee’s ability to perform their duties and responsibilities

objectively, impartially and responsibly

Employees who wish to pursue any outside business activity that is, or could reasonably appear to be a conflict of interest must submit a Declaration of Outside Activities and Gifts Over $200 form to their Vice-President who, in consultation with the Integrity Officer, will review and advise if the activity is acceptable under this section of the Code.

FCC reserves the right to request that an employee discontinue an outside business activity if at any time there is a real or reasonably perceived conflict of interest or it is reasonable to believe the ability of the employee to perform their FCC employment duties are jeopardized.

The following business activities are prohibited without prior written consent from FCC:• appraisal of farm property for a fee or other compensation• contractual arrangements with an FCC customer in any FCC business line • providing to or receiving from an FCC customer a service for any form of payment• using the name of FCC or an employee or director of FCC for personal business

interests, except as an employment reference, or• holding directorship on any board of, or any position with a corporation, association

or other commercial organization, whether or not for payment, which is or wishes to conduct business with FCC, or is a competitor of FCC

Board members are governed by the bylaws of the corporation respecting conflicts of interest, as enacted and amended by the Board from time to time, as well as by the Board’s specific policy titled Governing Loans Where a Director Has a Material Interest.

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Outside business activities

Employees must not access or use or take advantage of FCC contacts or corporate and/or personal information about FCC, its customers, business partners or contractors for personal gain, benefit or advantage or for the gain, benefit or advantage of others.

Employees must take care to ensure that they are not obligated to, or do not give the appearance of obligation to, any person who might profit from special consideration.

Employees must comply with the Credit Facilities to Employees or Board Members policy and Anti-Nepotism policy to ensure lending or business decisions affecting FCC are made objectively and impartially.

Employees must not give preferential treatment to any person, including family members or persons with whom the employee is in a significant personal or personal business relationship.

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Inside information and preferential treatment

Employees considering acquiring farmland or acreages must submit a written statement of intent to acquire the land, using the Declaration of Outside Activities and Gifts Over $200 form, to FCC for review.

Employees may not directly, or indirectly, acquire an interest in real property that is being sold as a result of a recovery action which FCC initiated or participated in.

Employees applying for FCC credit facilities must meet the same eligibility requirements as non-employees. Policy and process regarding credit facilities to employees must be followed.

Employees acquiring farm land or acreages

Employee credit facilities

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FCC recognizes that employees have the right to participate in the political process at any level of government by working or volunteering on behalf of or donating to a candidate. However, FCC expects employees to exercise discretion when participating in political activities. The public must not perceive an employee’s engagement in political activity to be as a representative of FCC and an employee’s activities must not interfere with their work or their effectiveness in their position or their ability to perform their duties in an impartial manner.

Board members are governed by such policies or directives issued from time to time by the Government of Canada in this regard. A Board member elected to office in any provincial, territorial or federal election will be expected to resign effective from the date of election.

Employees who meet and serve the public must not wear campaign buttons or display or promote in any manner any political party or candidate during working hours or at any FCC office or event.

Employees must first obtain the permission of the President and Chief Executive Officer before presenting themselves as candidates in elections to:• the House of Commons• a provincial legislature

Employees, prior to seeking public office, must submit a written request for leave without pay outlining the full particulars of the time required for the nomination procedure and the election campaign.

An employee elected to office in any provincial, territorial or federal election will be deemed to have resigned and ceases to be an employee from the date of election.

Treasury Board guidelines prohibit Crown corporations from making a financial or any other electoral contribution to:• any political party at any level of government in Canada or elsewhere, or• any candidate seeking election at any level of government in Canada or elsewhere

Employees may personally contribute to any political party or candidate.

FCC does not purchase tickets or corporate tables at events raising financial contributions for a political party or candidate.

Political activities

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Any employee with reasonable grounds to believe that another person has committed, is about to commit or has been asked to commit a wrongdoing in the workplace, or is in violation of this Code, is required to report it.

Reports should be made to the employee’s manager, the Integrity Officer, or to ConfidenceLine. ConfidenceLine is a 24 hours a day, seven days a week, 365 days a year hotline providing a confidential, anonymous reporting channel for FCC employees. Members of the public who have reason to believe that an FCC employee has violated this Code may also contact ConfidenceLine.

We all share a responsibility to protect FCC’s reputation for integrity and we can do this by asking questions and raising concerns about possible violations of the Code. You can do this by:

Calling ConfidenceLine at: 1-800-661-9675

Emailing the Integrity Officer at: IntegrityOfficer@fcc-fac.ca

Writing to the Integrity Officer at: Integrity Officer Farm Credit Canada 1800 Hamilton St. P.O. Box 4320 Regina, SK S4P 4L3

FCC values employees who make good faith disclosures of wrongdoing and is committed to protecting them from any type of retaliation or reprisal for having made the disclosure.

Any employee who attempts, directly or indirectly, to intimidate or retaliate against a person who reports under this Code will face disciplinary action.

All employees are to act in good faith and are reminded of FCC’s cultural practices, which include a commitment not to engage in “conspiracies against” an individual, group or organization. FCC does not condone making frivolous complaints or talking poorly or irresponsibly about individuals or groups.

Reporting violations of the Code and whistleblower protection