Role and Expectation of the Board of Directors
The Board of Directors is the voice of the American AgCredit stockholders and is responsible for overseeing the strategy and direction of the Association. As a member of the Board, each Director has a voice in setting the goals for the overall management of the Association, and owes a fiduciary responsibility to all stockholders and the Association to act honestly, in good faith and in the best interests of the Association in doing so. In carrying out this role, the general expectations and responsibilities of a Director include:
- Developing the mission, vision, strategic plans, including business plans and operating budgets, and establishing operating policies for the Association.
- Selecting and supervising the CEO, delegating operational authority to the CEO, ensuring management succession planning and monitoring Association performance.
- Promoting the interests of the Association.
- Acting independently and ethically to avoid conflicts of interest.
- Understanding the principles and values of the Association and the communities it serves
- Remaining informed and preparing for meetings
- Asking questions and listening
- Making decisions within the context of legal responsibilities and the business judgment rule
Characteristics of a Director
Director candidates should exhibit a commitment to serving the Association on behalf of all stockholders, and a passion for the welfare of the Farm Credit System. Directors should evidence a demonstrated ability to deal with business, financial and social issues and a capacity to provide additional strength, diversity of views and up-to-date perceptions to the Board in its deliberations. A Director should possess integrity, be willing to articulate his or her views frankly, be able to work productively with others, and have the ability and willingness to commit the time and effort required. Directors should bring with them a broad range of knowledge and depth of experience in one or more of the following areas:
- Corporate Governance
- Risk Management
- Financial Expertise
- Strategic and Visionary Thinking
- Human Resource Management
Directors are generally elected to a five-year term. The annual time commitment is approximately 40-45 days, including travel, education/training, and preparation time. The meetings are generally held in Santa Rosa, CA, but may also be held in other locations as approved by the Board of Directors. The Board conducts 4 quarterly meetings per year and one planning meeting. The meetings are typically two-three days in length plus travel time. Ongoing leadership training is incorporated into the regular Board meetings, but additional hours of external training are expected. In addition, each Director is assigned to at least one of the following Board Committees, which meet in tandem with the full Board meetings:
- Corporate Governance
- Strategy and Risk
- Legislative Advisory
Board members are compensated annually, paid quarterly in arrears. The annual honorariums compensate Directors for preparation, travel time, and attendance at all meetings, events, or training sessions. Business related travel expenses are also reimbursed.
- Must be a holder of voting stock of American AgCredit, at least 18 years of age, with a current loan of acceptable quality
- Must be a bona fide farmer, rancher, or producer or harvester of aquatic products
- Must have working knowledge and understanding of financial and credit matters, including disclosure and compliance