BUSINESS CONDUCT, COMPLIANCE AND ETHICS PROGRAM

General Standards

These Standards of Business Conduct reinforce Novation’s commitment to abide by all applicable laws and regulations, and provide employees guidance in identifying and handling a variety of potentially challenging compliance issues and concerns. Remember, these Standards cannot anticipate every situation that employees may face. However, no concern is too small or unimportant if it implicates Novation’s conduct in the market. Novation expects employees to maintain the highest standards of loyalty and ethical principles in all business activities in order to promote confidence in the services provided to members.

Policies and Procedures

Novation has adopted corporate policies and procedures (collectively, the Policies and Procedures) addressing many issues covered by these Standards in greater detail, as well as other topics. It is the responsibility of every Novation employee to review and understand the Policies and Procedures. Failure to comply with these Standards or the Policies and Procedures may result in disciplinary action. The Policies and Procedures are available on the Novation intranet, from the Human Resources and Compliance Departments, and, where appropriate, on this Web site.

Conduct Business Ethically

All employees are expected to act ethically and with integrity, and to uphold these values when performing their jobs. The Alliances that Novation serves — VHA, UHC and Provista — their members, suppliers and the government expect nothing less. Novation’s commitment to ethics and integrity in business includes a special emphasis on being transparent in all business activities.

Comply with All Laws and Regulatory Requirements

All Novation employees are expected to fully comply with all applicable federal, state and local laws and regulations. In addition to potential civil and criminal penalties against individual employees and the company, violations of law can compromise Novation’s reputation and ability to conduct business. Increased governmental scrutiny and regulation in the health care and group purchasing industries requires special care to ensure that all transactions are within applicable laws and regulations.

Conflict of Interest

The spirit of this policy is to preserve and protect the integrity and independence of all decisions affecting Novation made by its officers and employees so that the interests of Novation, and not that of any individual, prevail. The mere appearance of a conflict or a breach of confidence can often be as serious as an actual conflict or breach, and can result in irreparable damage to Novation and its reputation. At the same time, Novation does not wish to unnecessarily infringe upon the personal lives of its employees. Each individual has a responsibility and will be held accountable for complying with the spirit and letter of this policy, and to seek assistance from management, the Compliance Department or the Legal Department when necessary.

External Conflicts of Interest
Employees with responsibilities for external relationships must avoid situations that could cause an actual or perceived conflict of interest or make it difficult to objectively carry out job responsibilities or act in the best interest of Novation. When an employee’s responsibilities include working with members, suppliers or competitors, care should be taken to ensure that business decisions are free from any actual or perceived conflict of interest.

Internal Conflicts of Interest
It is Novation’s policy that employees who have personal or family relationships with another Novation employee, member or participating supplier that impede or have the appearance of impeding objective business decisions, will not be assigned to positions which may create such a conflict of interest. It is not practical to describe every situation that might raise a conflict of interest or the appearance of one. If confronted with a potential conflict, employees should speak to their supervisor or a member of the Compliance or Legal Departments.

Political Contributions

Novation encourages employees as private citizens to participate during non-business hours in the electoral process and in making contributions to political causes of their choice. Federal law prohibits a corporation from making direct or indirect political contributions of any kind, including transportation or other services at company expense.

Unethical Payments

Employees are prohibited from giving, offering, accepting or soliciting anything that could be construed as a bribe, kickback or other illegal or unethical payment in connection with Novation or its business. Employees who receive or become aware of such offers, solicitations or payments must report them immediately to their supervisor and to Novation’s Compliance Department.

Vendor Grievance Process

Novation has established processes to address supplier grievances related to the evaluation of products or new technology and to ensure that the appropriate member-driven contracting process is followed. If a supplier believes it was not awarded a contract as a result of Novation incorrectly evaluating a bid submission or incorrectly determining that a product did not represent new technology, the supplier may file a grievance in writing or via e-mail within 30 days of the product category contract effective date.

Financial Matters

All financial reporting and accounting will be maintained and reported in accordance with Novation’s internal Policies and Procedures. Novation will comply with generally accepted accounting principles designed to ensure that financial reports accurately describe Novation’s true financial position. In addition, Novation will provide accurate and timely financial reporting to the members through the Alliances.

Business Meals and Entertainment

Business meals and entertainment can constitute inappropriate inducements that violate Novation policies and applicable laws and regulations. Employees should use their best judgment regarding participation in recreational or social outings, and any other type of business entertainment, and must avoid even the appearance of impropriety. In accordance with the Policies and Procedures, employees may provide or receive reasonable meals and business entertainment that are not given to influence contracting or other business decision-making.

Gifts

Except in certain limited circumstances, Novation prohibits employees from giving or receiving gifts from members or suppliers. In accordance with the Policies and Procedures, employees may give or receive gifts of minimal value that are not given to influence contracting or other business decision-making.  Employees may not use their own money to provide gifts.

Intellectual Property

Trade secrets and other types of intellectual property provide Novation with a competitive advantage. Technical knowledge, know-how, trademarks, service marks, company names, supplier lists, member lists, copyrights and other trade secrets are valuable assets. Their protection is essential for Novation’s continued business success. If an employee becomes aware of any party who may be misusing any of Novation’s intellectual property, that misuse should be immediately brought to the attention of the employee’s supervisor and the Novation Legal Department.

Employees are also expected to respect the intellectual property of others, and refrain from infringing valid patents, trademarks, service marks, copyrights or other intellectual property not owned by or licensed to Novation. Copying books, articles or software, or downloading and distributing or reproducing copyrighted information from the Internet may violate copyright laws and result in sanctions against the employee and Novation. Contracts or other arrangements relating to the use of intellectual property rights (patents, trademarks, service marks, designs, copyrights, know-how and trade secrets) are often subject to special legal rules. All such contracts or other arrangements must be reviewed and approved by the Novation Legal Department.

Confidentiality

In the course of employment with Novation, employees will come into possession of and have access to confidential and proprietary documents of Novation, the Alliances, members and suppliers. Under no circumstances, except as required by law or as directed by Novation, may an employee divulge such confidential or proprietary information to any third party.

Record-Keeping and Document Retention

Novation has Policies and Procedures relating to the creation, maintenance, retention and destruction of corporate documents, including but not limited to supplier contracts, correspondence and bid materials. All Novation employees are required to adhere to such record-keeping and document retention policies.

Travel and Business-Related Expenses

Employees are required to promptly record business expenses completely and accurately on expense reports in accordance with Novation’s Policies and Procedures. Entertainment, meals and travel expenses that are reported on expense reports must have a legitimate business purpose and not be lavish or extravagant.

Use of Company Resources

Novation provides property, including systems, supplies and equipment, intended to assist employees in the performance of their job responsibilities, allowing them to effectively serve the needs of members and conduct business in an efficient and professional manner. The use of such property requires that the highest standards of loyalty and ethical principles be consistently employed. Novation’s assets are intended to be used only for the legitimate business purposes of the company. Incidental and occasional personal use is permitted; however, personal use should never be disruptive, interfere with the conduct of Novation business or the performance of employees, nor should it create or appear to create a conflict of interest.