[Code of Federal Regulations] [Title 12, Volume 6] [Revised as of January 1, 2006] From the U.S. Government Printing Office via GPO Access [CITE: 12CFR651.1] [Page 307-308] TITLE 12--BANKS AND BANKING CHAPTER VI--FARM CREDIT ADMINISTRATION PART 651_FEDERAL AGRICULTURAL MORTGAGE CORPORATION GOVERNANCE --Table of Contents Sec. 651.1 Definitions. Sec. 651.1 Definitions. 651.2 Conflict-of-interest policy. 651.3 Implementation of policy. 651.4 Director, officer, employee, and agent responsibilities. Authority: Secs. 4.12, 5.9, 5.17, 8.11, 8.31, 8.32, 8.33, 8.34, 8.35, 8.36, 8.37, 8.41 of the Farm Credit Act (12 U.S.C. 2183, 2243, 2252, 2279aa-11, 2279bb, 2279bb-1, 2279bb-2, 2279bb-3, 2279bb-4, 2279bb- 5, 2279bb-6, 2279cc); sec. 514 of Pub. L. 102-552, 106 Stat. 4102; sec. 118 of Pub. L. 104-105, 110 Stat. 168. Source: 59 FR 9626, Mar. 1, 1994. Redesignated at 70 FR 40644, 40650, July 14, 2005, unless otherwise noted. (a) Agent means any person (other than a director, officer, or employee of the Corporation) who represents the Corporation in contacts with third parties or who provides professional services such as legal, accounting, or appraisal services to the Corporation. (b) Affiliate means any entity established under authority granted to the Corporation under section 8.3(b)(13) of [[Page 308]] the Farm Credit Act of 1971, as amended. (c) Corporation means the Federal Agricultural Mortgage Corporation and its affiliates. (d) Employee means any salaried individual working part-time, full- time, or temporarily for the Corporation. (e) Entity means a corporation, company, association, firm, joint venture, partnership (general or limited), society, joint stock company, trust (business or otherwise), fund, or other organization or institution. (f) Material, when applied to a potential conflict of interest, means the conflicting interest is of sufficient magnitude or significance that a reasonable observer with knowledge of the relevant facts would question the ability of the person having such interest to discharge official duties in an objective and impartial manner in furtherance of the interests and statutory purposes of the Corporation. (g) Officer means the salaried president, vice presidents, secretary, treasurer, and general counsel, or other person, however designated, who holds a position of similar authority in the Corporation. (h) Person means individual or entity. (i) Potential conflict of interest means a director, officer, or employee of the Corporation has an interest in a transaction, relationship, or activity that might adversely affect, or appear to adversely affect, the ability of the director, officer, or employee to perform his official duties on behalf of the Corporation in an objective and impartial manner in furtherance of the interest of the Corporation and its statutory purposes. For the purpose of determining whether a potential conflict of interest exists, the following interests shall be imputed to a person subject to this regulation as if they were that person's own interests: (1) Interests of that person's spouse; (2) Interests of that person's minor child; (3) Interests of that person's general partner; (4) Interests of an organization or entity that the person serves as officer, director, trustee, general partner or employee; and (5) Interests of a person, organization, or entity with which that person is negotiating for or has an arrangement concerning prospective employment. (j) Resolved, when applied to a potential conflict of interest that the Corporation has determined is material, means that circumstances have been altered so that a reasonable observer with knowledge of the relevant facts would conclude that the conflicting interest would not adversely affect the person's performance of official duties in an objective and impartial manner in furtherance of the interests and statutory purposes of the Corporation.