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If you need help setting up services or accessing your accounts, please call our Customer Care Team at 866.552.9172 during business hours (7 a.m. — 5 p.m. PST, M-F) or email us at CustomerCare@AgWestFC.com.
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If you need help setting up services or accessing your accounts, please call our Customer Care Team at 866.552.9172 during business hours (7 a.m. — 5 p.m. PST, M-F) or email us at CustomerCare@AgWestFC.com.
Location
If you need help setting up services or accessing your accounts, please call our Customer Care Team at 866.552.9172 during business hours (7 a.m. — 5 p.m. PST, M-F) or email us at CustomerCare@AgWestFC.com.
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This charter outlines and further clarifies key governance practices, Bylaw and Board policy provisions, and other Board directives. It also documents Board expectations regarding director qualifications, responsibilities, and conduct.
This charter supplements but does not supersede, amend, or replace any Bylaw, policy, or formal Board directive. The terms of those documents control for any inconsistent terms.
The Board acts as a fiduciary, representing the interests of all stockholders. This is accomplished by fostering a healthy, but arms-length, relationship with management, respecting the differing roles served by the Board and management, building a sense of trust and confidence in management, and questioning, probing, or opposing positions respectfully. The Board functions best with open discussion and debate on matters brought before it and then speaks with a unified voice to management, customers, and stockholders when decisions are made. Primary Board responsibilities include:
At the merger of Northwest FCS and Farm Credit West, the AgWest Board consists of twenty-two elected directors and two appointed directors. Board size after merger will be governed by a Board Transition Plan (“BTP”) and will result in the Board ultimately being compromised of fourteen elected directors and three appointed directors (of which one will be an appointed stockholder director and two will be appointed outside directors). The Board size and BTP are memorialized in both the Agreement and Plan of Merger and Bylaws.
Within 180 calendar days of completing the BTP, the Board, with the assistance of an outside consultant, will evaluate Board structure and prepare a written report on the adequacy of the Board’s representation of stockholders. The Board structure evaluation and report are a Condition of Merger by the Farm Credit Administration (FCA) and the report must be delivered to the FCA.
Elected directors are elected by voting stockholders. To assure geographic representation, and that of different types of agriculture, AgWest’s territory is divided into eight nominating regions. The number of directors from each nominating region is identified in the BTP and Bylaws (in addition to rules governing geography from which candidates are selected within a nominating region).
Two or three directors may be appointed by the Board (at least two outside directors and one stockholder director):
Eligibility criteria for Board Membership are set forth in AgWest’s Bylaws. In addition to these basic requirements, following are desirable director qualifications. While it is understood all directors will not have all these qualifications, they should demonstrate, or work diligently to develop knowledge in these areas within a reasonable time:
Elected Directors and Appointed Stockholder Directors
Appointed Outside Directors In addition to AgWest Bylaws requirements, the following general qualifications will be considered, although specific areas may be emphasized based on the needs of the Board related to the position being filled.
In addition to these Board eligibility requirements, the Nominating committee will consider certain skills and exhibited characteristics as they review director candidates including:
Directors shall meet the following common law duties and responsibilities:
In addition to these basic responsibilities directors are expected to:
Directors are entrusted to carry out the business affairs of AgWest in a manner that is in the best interests of all stockholders. This fiduciary duty imposes a significant legal obligation to comply with standards of conduct and other rules of professional conduct, maintain independence, avoid conflicts of interest, and otherwise comply with all laws and regulations applicable to directors.
Directors must exercise independent judgment in deciding matters in AgWest’s best interest. The Board will vigilantly ensure independence by maintaining appropriate codes of ethics and standards of conduct and ensuring director compliance.
AgWest is a financial service cooperative and the Farm Credit Act and FCA Regulations require elected directors to have a borrowing relationship with AgWest. In some situations, this relationship may compromise (or may be viewed as compromising) a director’s independence. Accordingly, the Board establishes criteria to ensure the borrowing relationship does not compromise a director’s independence.
Further, the FCA has established standards of conduct for all Farm Credit directors as set forth in AgWest policies and procedures and summarized below. These identify prohibited transactions/relationships as well as transactions/relationships not prohibited but that must be reported.
Independence Criteria
Each director must meet all established criteria to be considered an independent director. Annually, an analysis will be completed to assist the Board in determining each director’s independence. Further, directors are required to make regular disclosures and ongoing reports and disclosure updates during Board service to ensure continued compliance.
This process will assist the Board determining a director’s continued Board eligibility, Board committee assignments, and in year-end disclosures. AgWest will notify the director, and the director will notify AgWest, as soon as reasonably possible, of any information that would cause the director to not meet any test for director independence. In that instance, when the director resolves any issues and then meets all independence criteria, the Board can reconsider the director’s eligibility as an independent director and their continued service on the Board.
AgWest’s General Counsel is the Standards of Conduct Official and is always available to answer questions and assist directors in compliance efforts.
The Board’s commitment to Best Governance Practices includes regular election of Board leadership, use of a committee structure, and director and Board self-evaluation to improve directors’ effectiveness in carrying out their responsibilities.
The Board reorganizes annually. This process includes election of the Board chair and vice chair by the full Board. If the current Board chair is up for re-election by stockholders or reappointment by the Board and not re-elected or reappointed, the vice chair will act as chair until the Board conducts its annual reorganization. Limits for Board chair or vice chair serviceis no more than three consecutive one-year terms.
The Board chair, and vice chair in the chair’s absence, have significant additional duties and responsibilities including:
Candidates should be nominated who have demonstrated understanding of AgWest’s mission and core values, effectiveness as a director, and leadership characteristics over their Board and committee service. Candidates who are not comfortable they have developed these skills and characteristics should carefully consider seeking or accepting nomination.
The necessary characteristics include:
The Board has four standing committees: Governance, Human Capital, Audit, and Risk. The committees study issues in more depth prior to making recommendations to the full Board. Committees generally meet in conjunction with regularly scheduled Board meetings, with telephonic meetings as needed.
Annually, following Board elections, the Board chair and vice chair, in consultation with the CEO, recommend directors to the various committees. Since the Human Capital Committee is responsible for CEO performance management/compensation, neither the CEO nor any management or staff may participate in any recommendation of this committee’s membership. Recommendations for committee membership are subject to full Board approval.
In making committee recommendations, the Board chair and vice chair take into consideration each director’s interests, background, expertise, and prior committee assignments. Directors will be surveyed prior to assignments to gauge interest in various committees. Directors will serve on no more than two committees, except for members of the Governance committee.
Committee meetings will be open to any director who would like to attend. While any director can attend any committee meeting, only directors assigned to the committee can vote on committee actions. The chair of any committee can call for an executive session, at which time directors not assigned to the committee and management may be dismissed at the discretion of the chair and depending on topics to be discussed.
Each committee has a charter further detailing its membership, responsibilities, and authorities.
Director Terms – As provided in the Bylaws, all director terms are five years and directors are limited to three full terms. Prior to the Board’s re-appointment of appointed outside or appointed stockholder directors, the Board shall conduct a needs assessment to assure the background or expertise that led to their previous appointment remains a priority for the succeeding five years.
Compensation – Directors are compensated on a retainer basis. Director compensation is periodically reviewed to make sure it remains competitive, with changes recommended by the Human Capital Committee and approved by the Board. To reflect additional responsibilities and time commitments, the Board chair, vice chair and committee chairs may receive additional compensation above basic director compensation. Directors are paid 1/12 of the retainer monthly. Any recommended changes to director compensation shall be reviewed for compliance with applicable regulatory guidance.
Directors are reimbursed reasonable expenses incurred in Board service. Unless excepted by the Board, expenses related to spouse or guests accompanying a director on Board business are not reimbursed.
Meeting Schedule – The Board generally has four in-person meetings each year (subject to Board discretion) plus one annual planning session (typically in the third quarter). In-person meetings are scheduled at least one year in advance and are generally two to four days in length. Committee meetings are typically held in conjunction with Board meetings, although committees may meet separately from scheduled Board meetings as needed.
Telephonic Meetings – Board telephonic business meetings will normally be held in January and July of each year, with telephonic updates scheduled as needed in months where there is no scheduled meeting. These meetings are generally no more than one to two hours long.
Agenda Development – Board and committee agendas are initially developed by senior management for consideration and approval by the Board chair or committee chair prior to the meeting. Agendas should assure required Board approvals are obtained and support the Board’s oversight responsibilities. The Board and committees may utilize consent agendas as desired by the Board for effective and efficient meetings.
Distribution of Board and Committee Materials – To allow directors to prepare for Board and committee meetings, materials should, when reasonably possible, be posted electronically at least five days prior to a meeting. Proprietary or highly confidential materials may be presented at the meeting and occasionally updates to posted materials will be provided.
Confidentiality of Board Materials – Board materials and other information directors receive often contain confidential and proprietary information about AgWest and its customers, employees, and others. It is inappropriate, and often illegal, to share this information with others – including family members. Directors are expected to protect this information from accidental disclosure and should use AgWest provided email addresses for material communications related to Board duties. Computers, cell phones and other electronic devices on which this information is stored should be password protected and encrypted. In the event this information (or an electronic device storing this information) is lost or a director has reason to suspect that it has been inappropriately accessed, they should immediately inform AgWest management so protective action can be taken, and confidentiality laws complied with.
Executive Sessions – Executive sessions are a normal part of most Board meetings. They provide an opportunity for the Board to visit solely with or without the CEO, as well as to discuss issues without management present. If the Board takes a confidential action in executive session, such action may be documented in executive session minutes, to which access may be restricted.
Annual Stockholder’s Meetings and Special Meetings – In accordance with the Bylaws, AgWest holds an annual stockholder’s meeting. Special meetings can be called by the Board or stockholders as provided in the Bylaws.
Annually, the Board conducts an evaluation and self-assessment, which measures each director’s confidence in board oversight of key responsibilities. Summary results are provided to the full Board. Material deficiencies may require corrective action plans at the Board’s discretion.
Evaluation, training, orientation, and recruitment programs will be in place to maintain trained and skilled Board members. The Board will periodically evaluate director learning and development needs and with the assistance of management will develop an annual Board training plan based on needs identified therein. The needed director skills that are outlined in this Charter will be considered when developing the annual plan and in determining individual learning and development programs.
Complex, independent areas such as executive compensation, financial reporting, and audit often require the use of expert outside resources. These resources assist the Board in effectively considering management recommendations, assessing and mitigating risk, and evaluating alternate courses of action. The determination of when and if the Board accesses these resources is at the discretion of the Board.
This Charter will be posted on AgWest’s website and available in print to any stockholder by request.
The Board recognizes that, for this Charter to be useful, it must be kept current and relevant. To that end, the Board will conduct a Charter review at least annually and make any changes that are needed to meet the Charter's purpose.
Board Approved
January 2023
IN THIS SECTION