BUSINESS CONDUCT, COMPLIANCE AND ETHICS PROGRAM

Conflicts of Interest Policy

Overview

To preserve and protect the integrity and independence of all decisions affecting Novation and Provista, employees must avoid situations in which their personal activities and/or relationships could create, or appear to create, a conflict of interest, and/or make it difficult to objectively carry out job responsibilities or act in the best interest of Novation and Provista.

All officers and employees of Novation and Provista (collectively, “employees”) must maintain the highest standards of business conduct and ethical principles.

This page sets forth general guidelines for employees who may have competing professional or personal interests that may affect their duty to fulfill job activities without bias, and their duty to report such conflicts.

It is not practical to describe every situation that might raise a conflict of interest or the appearance of one; however, examples of conflict situations are outlined below in the “Guidelines” section of this policy. If an employee is in doubt regarding whether a conflict of interest situation exists, the employee should disclose the potential conflict of interest situation to his or her supervisor and/or a member of the Compliance or Legal Departments.

This policy applies to all employees. Failure to comply may result in disciplinary action up to and including termination, as well as legal action if deemed appropriate.

General Information/Definitions

Conflict Situations

A potential conflict would exist whenever an employee has a professional or personal interest in, or connection with, any company or employee that Novation or Provista conducts business with, if the interest is of such a nature that it might influence, or appear to influence, the independent judgment of the employee. Employees should always act in furtherance of the best interests of Novation and Provista.

Individual Equity Interests

These are identified as securities, options, warrants, debt instruments (including loans) or rights to acquire any of the foregoing owned by the employee, his/her spouse, or his/her minor children, provided, however that the term shall not include:

• interests in mutual funds
• interests held in a blind trust

Vendor

A vendor is any company that Novation or Provista has a contract with or that submits a bid or formal contract offer to provide goods or services.

Guidelines

Employees should use sound judgment and exercise reasonable business discretion in all of their business interactions.

Employees who are, or potentially may be, in conflict of interest situations should discuss and disclose such situations to their supervisors, and/or the Compliance and Legal Departments.

• All employees will be required to complete and submit a Conflicts of Interest Disclosure Form upon joining Novation as a regular part-time, regular full-time or temporary employee, and annually thereafter.
• New employees should review the Conflicts of Interest Policy, and complete and submit the Conflicts of Interest Disclosure Form within 30 days of employment.
• Existing employees should review the Conflicts of Interest Policy, and complete and submit the Conflicts of Interest Disclosure Form annually.
• All completed forms must be submitted to the Compliance Department.
  

Examples of Conflict Situations and Guidance

Individual Equity Interests

• Novation senior management whom the Board determines exercise a pervasive influence on contracting decisions involving vendors are prohibited from owning any Individual Equity Interest in vendors of Novation.
• All other management from the Senior Vice President level up through the President who are not in a position to influence contracting decisions shall be required to disclose any Individual Equity Interests in vendors and recuse themselves from any discussions and/or decisions regarding them.
• All employees who are in a position (temporarily or permanently) to influence the vendor contracting decisions of Novation or Provista may not own an Individual Equity Interest in any vendor over which they may influence contracting decisions.
• No employee may own an Individual Equity Interest in any company in which Novation or Provista owns securities, warrants, options, debt instruments (including loans) or rights to acquire any of the foregoing.

Property or Services Transactions

No employee should buy, sell, or lease any kind of property or services from or to Novation or Provista, or from or to a vendor, except when authorized by a Novation or Provista Vice President.

Gifts and Entertainment

• No employee may provide to, or accept from, any vendor gifts, entertainment, favors, personal services or payments that exceed the nominal value of $50.
• The total retail value of all nominal value gifts and entertainment received by an employee during each calendar year from a vendor should not exceed $100.
• The total retail value of all nominal value gifts received by an employee during each calendar year from all sources shall not exceed $300.

Confidential or Proprietary Information

No employee should divulge confidential or proprietary information of Novation or Provista, or use such information to his or her personal advantage or to the advantage of any other person or organization that is not on a “need to know” basis.

Personal Relationships

Employees who have personal or family relationships with another employee or an employee of a member or a vendor must avoid situations that could cause an actual or perceived conflict of interest.

Employment or Consulting Relationships

Employees should not engage in any other business activity that is competitive with any of Novation’s or Provista’s business that could result in conflict between the private interests of the employee and the interests of Novation or Provista.

Employees Serving as Officers or as Members of Boards of Directors Outside of Novation

• Employees must obtain supervisory approval prior to serving as an officer or board of director for any company that does not have material conflicts with the interests of Novation or Provista.
• As an approved outside officer or board member, if faced with a situation that is in conflict, or potential conflict, with the interests of Novation or Provista, employees must refrain from influencing and/or participating in any votes on the matter in question.

Political Contributions and Unethical Payments

• Employees should not make direct or indirect political contributions of any kind at Novation’s or Provista’s expense.
• Employees should not give, offer, solicit or accept anything that could be construed as a bribe, kickback, or an illegal or unethical payment in connection with Novation or Provista business.

Lobbying and Other Contacts with Government Officials

When dealing with government officials, business activities should be handled with caution, and should not create or appear to create a conflict of interest.

Applicable Supporting Documentation and Procedures

• Conflicts of Interest Disclosure Form
• Novation’s Standards of Business Conduct