Appendix C – Code of Conduct

Definition of Terminology

Conflict of Interest – exists if a Director has relationships with any person who is transacting or may transact business with USB. Conflicts of interest occur when Directors are involved in multiple interests and have conduct, reporting, oversight, review and decision-making responsibilities and can use these responsibilities to personally benefit from decisions made.

Confidentiality of Information – is the nondisclosure of USB information except to another authorized person. Such information is entrusted with the confidence through another party.

Code of Ethics – a set of principles of conduct within an organization that guide decision-making and behavior. The purpose is to provide staff with guidelines for making ethical choices in the conduct of their work.

Harassment – covers a wide range of offensive behavior intended to disturb, upset, or threaten another person. Sexual Harassment refers to persistent and unwanted sexual advances with the consequences of refusing being disadvantageous to the victim.

Whistleblower – person who reports alleged dishonest or illegal activities (misconduct) occurring in a government department, a public or private organization, or a company to authorities. Alleged misconduct may be a violation of a law, rule, regulation and/or a direct threat to public interest, such as fraud, health/safety violations, and corruption.


The United Soybean Board is committed to maintaining a positive, constructive working environment where all United Soybean Board Directors, staff and contractors feel comfortable. Accordingly, the Board will not tolerate harassment committed by any staff, Director or contractor. Any person who commits harassment will be subject to discipline, including dismissal or removal.

Prohibited Conduct

Directors, staff or contractor may not:

  • Make unwelcome sexual advances or requests for sexual favors, or engage in other verbal or physical conduct of a sexual nature.
  • Make submission to, or rejection of, such conduct the basis for employment or other decisions affecting the staff, Director or contractor.
  • Engage in conduct that creates an intimidating, hostile or offensive working environment for staff, Director or contractor.

Sexual harassment may take many forms, including, but not limited to:

  • Unwanted physical or verbal sexual advances or propositions.
  • Making employment or other benefits contingent upon sexual favors.
  • Leering, whistling, making sexual gestures, displaying sexually suggestive objects or pictures, cartoons or posters.
  • Making or using derogatory comments, epithets, slurs, innuendos or jokes.
  • Making comments about an individual’s body, appearance, sexual prowess or sexual deficiencies or using sexually demeaning words to describe an individual.
  • Sending suggestive or obscene letters, notes or email.
  • Touching, pinching, assaulting, impeding or blocking movement.

Reporting Harassment

Any person who believes that they have been harassed, including sexual harassment, or has witnessed such harassment, may directly inform the offending person that the conduct is offensive and must stop. If, however, a person is not comfortable confronting the offender, he or she should promptly report the conduct to any Officer, the CEO, or the COO. A contractor’s staff may also report the behavior to his or her supervisor, who should then report the behavior to one of the individuals listed above.

USB will promptly and thoroughly investigate all harassment complaints. The investigation may include interviews with the parties involved and, if necessary, any persons who may have relevant knowledge about the alleged conduct.

To protect the privacy of all persons involved, USB will keep a complaint confidential throughout the investigation to the extent practicable and appropriate under the circumstances.

In addition, the Compliance Officers (Secretary and Chairperson) are responsible for ensuring alleged violations of Act & Order provisions or harassment, as detailed in this policy, are reported to USDA.

Retaliation Prohibited

A person may not retaliate against any person who reports any alleged harassment or provides information as part of an investigation. A person subject to retaliation should report the conduct immediately. USB will take appropriate disciplinary action.

Responsive Action

USB will take prompt and appropriate action with respect to any conduct that constitutes harassment. A staff or contractor may be subject to disciplinary action, including, without limitation: warnings, reprimands, suspension without pay, compensation adjustments or termination. A Director will be dealt with in a manner calculated to end any offensive conduct and prevent future misconduct. If appropriate, USB will recommend to the USDA Secretary that a Director be removed.


Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. USB will keep a complaint confidential throughout the investigation to the extent practicable and appropriate under the circumstances.

Code of Ethics

USB Code of Ethics

We are dedicated to show:

  • Respect for the people we work with and serve.
  • Integrity in our actions.
  • Responsibility for our decisions and their consequences.

We are committed to:

  • Acknowledge the importance of state soybean checkoff organizations as part of the national checkoff program. It is the goal of the United Soybean Board to partner effectively with the Qualified State Soybean Boards for the benefit of U.S. soybean producers.
  • Act honestly, truthfully and with integrity in all our transactions and dealings.
  • Avoid conflicts of interest and the appropriate handling of actual or apparent conflicts of interest in our relationships.
  • Treat our fellow Directors fairly and to treat every individual with dignity and respect.
  • Comply with both the spirit and letter of the law.
  • Be a responsible representative of the soybean farmers of the United States.
  • Demonstrate the organization’s mission and values in our decision-making.
  • Initiate and promote discussion of controversial issues affecting the industry and organization.
  • Provide insight on how issues under discussion may affect the state or region represented.
  • Respect the confidentiality of sensitive information known due to Board service
  • Act responsibly towards the state or region we represent with a cooperative effort for the united benefit of the soybean farmers in the checkoff program.
  • Treat our staff and contractors with respect, fairness and good faith, and to provide conditions of employment that safeguard their rights and welfare.
  • Show commitment to cooperation, collaboration and partnership with soybean organizations that represent the farmers.
  • Promote continuous improvement in the accountability, transparency, ethical conduct and the effectiveness of the United Soybean Board.

We are committed to:

  • Not use Board time, facilities, equipment or supplies for private purposes.
  • Refrain from receiving or accepting money or any other considerations from anyone or any organization other than the Board — not including salary derived from one’s primary employment — for the performance of duties as a Director, unless approved by USDA.
  • Refrain from receiving or accepting anything of value from anyone who is doing or seeking to do business with the Board concerned under circumstances from which it reasonably could be inferred that the item was intended to influence the officer in an official action as an officer of the government.
  • Do not make unauthorized commitments or promises of any kind purporting to bind the Board, Action Teams or support committees.
  • Avoid giving preferential treatment to any private organization or individual.
  • Avoid engaging in outside employment or activities.

The Code of Ethics will be distributed annually to the Directors and staff. 

Contractors’ Code of Ethics

It is the unfailing expectation of USB that all Contractors work under USB’s Code of Ethics.

Confidentiality of Information

All information distributed among USB offices, such as contract terms, personnel information, RFP responses, etc., may be considered to be of confidential nature. Staff and contractors of USB are required to maintain confidentiality of this information and documentation at all times.

Staff and contractors should be aware that maintaining confidentiality is becoming more difficult. While information technology can improve workload, it can also increase the risk of unauthorized use, access and disclosure of confidential information.

All personnel files should be maintained in the USB office in a firesafe locked cabinet that is only accessible by the CEO, COO and Executive Assistant.

Conflict of Interest


USB is charged with administering the national soybean checkoff program. In carrying out this charge, it is important that the Directors exercise their responsibilities and duties free of any potential conflicts of interest or the appearance of conflicts of interest. Therefore, it is the policy of USB that each Director on an annual basis completes and submits a disclosure statement.

Through the disclosure statement, all Directors will disclose any relationships that might create a conflict of interest and declare that the Director will not:

  • Associate with persons as defined herein in a manner that would impair USB’s independence or integrity.
  • Disclose information not authorized for release obtained through their position as a Director.
  • Accept gifts or discounts from related organizations without disclosure.


Conflict of interest exists if a Director has a relationship with any person who is transacting or may transact business with USB. A relationship from his or her immediate family gives rise to a potential conflict of interest if that family member:

  • Is or has been a Director, Officer or staff of an organization/person that has done, is doing, or is proposing to do business with USB.
  • Is or will be an owner, partner, member or shareholder of such organization.

Immediate family shall include parents, grandparents, siblings, children, grandchildren, spouses, in-laws, aunts, uncles, nephews, nieces and first cousins. The financial interests or business relationships of such persons shall be ascribed to the Director.

With respect to organizations/persons who may transact business with USB, a potential conflict of interest exists if:

  • USB is doing business with such organization/person and a Director is involved, or responsible for, the oversight of such program.
  • A proposal is pending from such organization/person before USB or an action team or support committee of the USB and the Director is in a position to influence approval of such proposal.

Directors must disclose all such relationships unless they terminated more than two years prior to completing an initial or subsequent disclosure statement. For the purpose of this policy, a passive investment in publicly traded corporations representing less than five percent of the then outstanding stock of that corporation shall not constitute a relationship giving rise to a potential conflict of interest.


Directors may accept personal gifts from persons transacting business with USB subject to the following restrictions:

  • May accept any gift valued at less than $50 so long as accepting it does not create the appearance of conflict of interest.
  • Accept gifts valued at $50 but less than $250 so long as the Director reports such gifts on the annual disclosure statement.
  • For gifts valued at $250 or more, a Director may not accept such a gift without prior written permission of the Chairperson or his or her designee.

A gift includes any goods, services, discounts or any other benefit that a Director receives in exchange for no consideration or less consideration than the value of the benefit given.

Travel and Meals

Directors may accept meals, lodging, transportation and miscellaneous expenses subject to certain conditions. Meals must be provided in conjunction with working sessions of meetings, conferences or other events directly related to Board business. A Director may accept payment or reimbursement for lodging, transportation or miscellaneous expenses in connection with a meeting, conference or other event that the Director attends as a USB representative to promote USB’s agenda.

Disclosure Statement Review

The Officers together with the SVP of Governance and Compliance and the CEO will review all disclosure statements and determine whether any conflicts of interest exist.

If it is determined that a conflict exists, the Director with the conflict shall be required to recuse himself or herself from participating in or voting on any matter involving the conflict. The Officers may also require the Director to return gifts or reimburse a person for travel-related benefits that create conflicts of interest. Even if no conflict of interest is found, Directors are strongly encouraged to exercise their best judgment and recuse themselves from participating in or voting on matters where there is the appearance of a conflict of interest.


Directors must report on the annual disclosure statement all relationships that give rise to a potential conflict of interest, all gifts valued at $50 or more, and all travel related payments and reimbursements. Directors must promptly disclose to an officer of the Board any potential conflict of interest regarding any proposed business transaction. The officers shall keep confidential all reports and information otherwise disclosed to them.


USB is charged with administering the national soybean checkoff program. In their role of supporting the Board in carrying out this charge, it is important that USB employees exercise their responsibilities and duties free of any potential conflicts of interest or the appearance of conflicts of interest. Therefore, it is the policy of the Board that each USB employee, at the time of hire and annually thereafter, complete a disclosure statement to report all relationships, gifts received or travel related reimbursements that give rise to a potential conflict of interest. Please refer to the Conflict of Interest Policy in the USB Reference Guide.

Review of employee disclosure statements by USB Legal Counsel will be conducted annually, and employees will be notified by Counsel of any potential conflicts.


Employees of the USB primary contractors engaged in carrying out the work of the Board will complete at the time of hire, and yearly thereafter, a disclosure statement to report all relationships, gifts received or given, or travel-related reimbursements that give rise to a potential conflict of interest.

Primary contractors will collect all disclosure statements, via electronic media, from employees in their organization engaged in USB business. USB primary contractors are responsible for maintaining the annual disclosure statements and must provide the disclosure statements upon request and for review during audits.

Further, USB primary contractors will be tasked to incorporate into subcontractor contracts disclosure statements from their subcontractors engaged in USB business. Subcontractor disclosure statements will also report all relationships, gifts received or given, or travel-related reimbursements that give rise to a potential conflict of interest.

It is the responsibility of the USB primary contractors to maintain all completed disclosure statements from all employees and subcontractors on an annual basis. USB has the right to request any or all completed disclosure statements at any time for review.

In addition, all new and renewed contractor and subcontractor contracts/agreements will include a conflict of interest provision with appropriate language applicable to each contract crafted by legal counsel.

Please refer to the Conflict of Interest Policy in the USB Reference Guide.

Whistleblower Policy

The USB Code of Conduct requires the Directors, staff and contractors to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Staff, contractors and representatives of USB must practice honesty and integrity in fulfilling responsibility and comply with all applicable laws and regulations.

Reporting Responsibility

It is the responsibility of all the Directors, staff and contractors to comply with the Code of Conduct and to report violations or suspected violations in accordance with the Whistleblower Policy.

No Retaliation

No Director, Officer, staff or contractor who in good faith reports a violation of the Code of Conduct shall suffer harassment, retaliation or adverse employment consequence. A Director, staff or contractor who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable staff and others to raise serious concerns within USB prior to seeking resolution outside of USB.

Reporting Violations

The Code of Conduct addresses USB’s open-door policy and suggests that the Directors, staff and contractors share their questions, concerns, suggestions or complaints with someone who can address them properly.

  1. In most cases, a staff’s or contractor’s supervisor is in the best position to address an area of concern. If staff or contractors are not comfortable speaking with their supervisor or are not satisfied with the supervisor’s response, he or she is encouraged to reach out to the Compliance Officers.
  2. Supervisors and managers are required to report suspected violations of the Code of Ethics to USB’s Compliance Officers, who have specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when he or she is not satisfied or comfortable with following USB’s open-door policy, individuals should contact USB’s Compliance Officers directly.
  3. In addition, the Compliance Officers (see Compliance Officers in the USB policies) are responsible for ensuring that all allegations are reported to the USDA Secretary including any complaints of violations of the provisions of the Act & Order.

Accounting and Auditing Matters

The Executive Committee shall address all reported concerns or complaints regarding corporate accounting practices, internal controls or auditing. The Financial Audit Committee shall immediately notify the Executive Committee and report any such complaint to the USDA and work with the Executive Committee until the matter is resolved.

Handling of Reported Violations

The Compliance Officer will notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation.


Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. The United Soybean Board will keep a complaint confidential throughout the investigation to the extent practicable and appropriate under the circumstances.