Statement
by Chief Executive Officer
Since our inception in
2000,
NOVUStar is being committed
to the highest ethical standards
and to conducting
its business with the highest level of integrity. Ethics are
important to
NOVUStar and each of its associates.
Ethical
standards are virtues that are shared by World Class
Organizations. These standards ensure that we and the
organization we help to shape, live up to standards that are reasonable
and solidly-based. As an emerging company,
NOVUStar adheres to these norms and values
which promotes knowledge, truth, avoidance
of error and may help reduce the rate of serious deviations by
improving our associate's understanding of ethics.
Personally, I believe
this commitment is at the core of the values that make NOVUStar great.
.
An uncompromising adherence to ethical excellence is integral to
creating and sustaining a World Class Service culture at
NOVUStar. It
provides the necessary strong foundation on which "World Class Service"
is built and on which it can grow and prosper.
Each NOVUStar associate is responsible for the consequences of his or
her actions. We must each be the guardian of NOVUStar's ethics.
Leaders in NOVUStar have the extra responsibility of setting an example
by their personal performance and an attitude that conveys our ethical
values. That example leads us to treat everyone - associates, clients,
partners, vendors and competitors - with honesty and respect.
As NOVUStar continues to address both growth and innovation, we will
constantly recognized the importance of Ethics, and together with our
associates, suppliers, partners and community will continue to be
committed to the highest ethical standards and to conducting
our business with the highest level of integrity.
If you are unsure of the appropriate action, take advantage of our open
door, informal environment and raise your concerns with management or,
if you are still uncomfortable, follow the processes outlined in this
Code of Business Conduct & Ethics.
Sincerely,
Ulises Vidal Martinez
President/CEO
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Ethics
NOVUStar and
each of its associates, wherever they may be located, must conduct
their affairs with uncompromising honesty and integrity. Business
ethics are no different than personal ethics. The same high standard
applies to both. As a NOVUStar associate you are required to adhere to
the highest standard regardless of local custom.
Associates are expected to be honest and ethical in dealing with each
other, with clients, vendors and all other third parties. Doing the
right thing means doing it right every time.
You must also respect the rights of your fellow associates and third
parties. Your actions must be free from discrimination, libel, slander
or harassment. Each person must be accorded equal opportunity, without
regard to their race, color, creed, religion, national origin, age,
sex, marital status, lawful alien status, non-job related physical or
mental disability, veteran's status, sexual orientation, gender
identity or expression or any other basis prohibited by law.
Misconduct cannot be excused because it was directed or requested by
another. In this regard, you are expected to alert management whenever
an illegal, dishonest or unethical act is discovered or suspected. You
will never be penalized for reporting your discoveries or suspicions.
NOVUStar conducts its affairs consistent with the applicable
laws and regulations of the countries where it does business. Business
practices, customs and laws differ from country to country. When
conflicts arise between NOVUStar's ethical practices, and the
practices, customs, and the laws of a country, NOVUStar seeks to
resolve them consistent with its ethical beliefs. If the conflict
cannot be resolved consistent with its ethical beliefs, NOVUStar will
not proceed with the proposed action giving rise to the conflict. These
ethical standards reflect who we are and are the standards by which we
choose to be judged.
The following statements concern frequently raised ethical concerns. A
violation of the standards contained in this Code of Business Conduct
& Ethics will result in corrective action, including possible
dismissal.
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Conflicts
of Interest
You
must avoid any personal activity, investment or association which could
appear to interfere with good judgment concerning NOVUStar's best
interests. You may not exploit your position or relationship with
NOVUStar for personal gain. You should avoid even the appearance of
such a conflict. For example, there is a likely conflict of interest if
you:
- cause NOVUStar
to engage in business transactions with relatives or friends;
- use
nonpublic NOVUStar, client or vendor information for personal gain by
you, relatives or friends (including securities transactions based on
such information);
- have
more than a modest financial interest in NOVUStar's vendors, clients or
competitors;
- receive
a loan, or guarantee of obligations, from NOVUStar or a third party as
a result of your position at NOVUStar; or
- compete, or
prepare to compete, with NOVUStar while still employed by NOVUStar.
There
are other situations in which a conflict of interest may arise. If you
have concerns about any situation, follow the steps outlined in the
Section on "Reporting Ethical Violations."
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Compliance
with Law
You are expected to
comply with the applicable laws, rules and regulations. If you have
questions, the Corporate Legal Department can assist you.
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Gifts,
Bribes and Kickbacks
Other than for gifts
with a value of no more than $50 given or received in the normal course
of business, neither you nor your relatives may give gifts to, or
receive gifts from, NOVUStar's clients and vendors. No other gifts may
be given or accepted unless you have obtained senior management's
pre-approval. In no event may any gift cause any other provision of the
Code of Business Conduct and Ethics to be violated, or put NOVUStar or
you in a position that may cause embarrassment.
Dealing with government employees is often different than dealing with
private persons. Many governmental bodies strictly prohibit the receipt
of any gratuities by their employees, including meals and
entertainment. You must never directly or indirectly promise or give
any type of gratuity, kickback, bribe, payoff or advantage (whether in
cash or any other form) to officials of governmental units or any other
organization, whether in the country of your residence or not.
When dealing with NOVUStar's worldwide operations, you must be aware of
and strictly follow these prohibitions in addition to those
prohibitions set out in NOVUStar's Anti-Bribery Policy. NOVUStar's
Anti-Bribery Policy generally requires compliance with the U.S. Foreign
Corrupt Practices Act (the "FCPA") and other international anti-bribery
laws. These laws generally prohibit payments to government officials to
induce actions by them and require us to maintain accurate books and
records and a system of internal controls.
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Loans
You may not request or
accept a loan or payroll advance from NOVUStar.
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Improper
Use or Theft of NOVUStar Property
Every associate must
safeguard NOVUStar property from loss or theft, and may not use or take
such property for personal use. NOVUStar property includes confidential
information, software, computers, PDAs, cell phones, office equipment,
and supplies. You must appropriately secure all NOVUStar property
within your control to prevent its unauthorized use. Use of NOVUStar's
electronic communications systems must conform with NOVUStar's
Electronic Communication Systems Policy which, among other things,
precludes using such systems to access or post material that: is
pornographic, obscene, sexually-related, profane or otherwise
offensive; is intimidating or hostile; or violates NOVUStar policies or
any laws or regulations. Notwithstanding the foregoing, associates may
make limited non-business use of NOVUStar's electronic communication
systems (e.g. PDAs, cell phones, computers), provided that such use:
(i) is occasional; (ii) does not interfere with the associate's
professional responsibilities; (iii) does not diminish productivity;
(iv) does not violate this Policy or NOVUStar's Electronic
Communication Systems Policy; or (v) an exception is specifically
authorized in writing by NOVUStar Executive Management.
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Covering
Up Mistakes; Falsifying Records
Mistakes
should never be covered up, but should be immediately fully disclosed
and corrected. Falsification of any NOVUStar, client or third party
record is prohibited. If you are uncertain about whether a mistake has
been made, you should seek guidance from your immediate supervisor or
manager.
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Protection
of NOVUStar, Client or Vendor Information
You may
not use or reveal NOVUStar, client or vendor confidential or
proprietary information to others. Additionally, you must take
appropriate steps - including securing documents, limiting access to
computers and electronic media, and proper disposal methods - to
prevent unauthorized access to such information. Proprietary and/or
confidential information, among other things, includes: business
methods, pricing and marketing data, strategy, computer code, screens,
forms, experimental research, information about, or received from,
NOVUStar's current, former and prospective clients, vendors and
associates.
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Gathering
Competitive Information
When
gathering competitive information, you must not violate our
competitors' rights. You may not accept, use or disclose their
confidential or proprietary information which includes information that
provides a competitor with a business advantage and is not known to the
public.
You
may access publicly available information such as annual reports,
company web sites and publications, public presentations and public
marketing documents, journal and magazine articles, stockbroker
analyses, advertisements and other public media filings and offerings.
Particular
care must be taken when dealing with a competitor's present and former
clients, vendors and employees. Never ask for, accept or use
confidential or proprietary information of our competitors from anyone.
Never ask any person to violate a non-compete or non-disclosure
agreement or to reveal confidential or proprietary information.
You
may never use any type of ruse, scheme, misrepresentation or omission
to obtain any information - whether confidential or not. If you use
third party consultants to assist a search you must be extremely
diligent that they strictly adhere to both the letter and spirit of
this Code of Business Conduct & Ethics and that both the
receipt and use of the gathered information is fully lawful. In no
event may you use a third party to undertake activities that would be
unacceptable or improper if conducted by NOVUStar.
As
a general rule, you should never engage in any course of action that
you feel would be inappropriate or unethical if conducted by or on
behalf of a competitor to obtain NOVUStar information. If you are
uncertain what may be obtained or used, the Corporate Legal Department
can assist you.
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Sales:
Defamation and Misrepresentation
Sales
associates should always seek to provide high value products and
services, best suited to a client's or prospect's request or needs. It
is each associate's obligation to ensure that clients and prospects are
not offered products or services that have no beneficial value to the
client or are not well suited to the client's or prospect's business
needs. Selling must never include misstatements or lies about NOVUStar
products and services, or about client's or prospect's needs. Spreading
rumors, even indirectly, about our competitors, their products or their
financial condition is strictly prohibited.
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Use
of NOVUStar and Third-Party Software
NOVUStar and
third party software may be distributed and disclosed only to
associates authorized to use it, and to clients in accordance with
terms of NOVUStar agreement.
NOVUStar and third party software may not be copied without
specific authorization and may only be used to perform assigned
responsibilities.
All third-party software must be properly licensed. The license
agreements for such third party software may place various restrictions
on the disclosure, use and copying of software.
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Developing
Software
Associates
involved in the design, development, testing, modification or
maintenance of NOVUStar software must not tarnish or undermine the
legitimacy and "cleanliness" of NOVUStar's products by copying or using
unauthorized third party software or confidential information. You may
not possess, use or discuss proprietary computer code, output,
documentation or trade secrets of a non-NOVUStar party, unless
authorized by such party. Intentional duplication or emulation of the
"look and feel" of others' software is not permissible.
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Fair
Dealing
No
NOVUStar associate should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other unfair-dealing
practice.
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Fair
Competition and Antitrust Laws
NOVUStar must
comply with all applicable fair competition and antitrust laws. These
laws attempt to ensure that businesses compete fairly and honestly and
prohibit conduct seeking to reduce or restrain competition. If you are
uncertain whether a contemplated action raises unfair competition or
antitrust issues, the Corporate Legal Department can assist you.
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Securities
Trading
No
NOVUStar associate should buy or sell securities using material
information not available to the public. Persons who give such
undisclosed "inside" information to others may be as liable as persons
who trade securities while possessing such information. Securities laws
may be violated if you, or any relatives or friends trade in securities
of NOVUStar, or any of its clients or vendors, while possessing
"inside" information. Guidelines with respect to trading in NOVUStar
securities, as well as the securities of publicly traded companies with
whom NOVUStar has business relationships, are more fully set out in
NOVUStar's Insider Trading Policy. If you are uncertain, the Corporate
Legal Department can assist you.
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Political
Contributions
No
company funds may be given to political candidates. Unless you are
otherwise specifically prohibited by NOVUStar, you may make personal
contributions to the extent permissible under federal or state law.
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Recordkeeping and Financial Reporting
All of NOVUStar's books, records, accounts and financial statements
must be maintained in reasonable detail, accurately and appropriately
reflect transactions and comply with applicable legal requirements and
NOVUStar's internal controls and procedures.
As a Private company, it is critical that NOVUStar's filings with Federal and State agencies and other regulators are
timely, accurate, complete, fair and understandable and prepared in
accordance with U.S. Generally Accepted Accounting Principles and other
financial statement requirements. Depending on your position with
NOVUStar, you may be called upon to provide information to assure that
NOVUStar's reports and other public communications are complete,
fair and understandable. NOVUStar expects you to take this
responsibility seriously.
NOVUStar business records must be maintained for the periods
specified in the NOVUStar Record Retention Policy (available on the
NOVUStar Associate Portal) or the more specific policies of your
business unit. Records may be destroyed only at the expiration of the
pertinent period. In no case may documents involved in a pending or
threatened litigation, government inquiry or under subpoena or other
information request, be discarded or destroyed, regardless of the
periods specified in the Record Retention Policy. In addition, you may
never destroy, alter, or conceal, with an improper purpose, any record
or otherwise impede any official proceeding, either personally, in
conjunction with, or by attempting to influence, another person.
You must be aware of and strictly follow these record-keeping
guidelines, which we more fully address in NOVUStar's Anti-Bribery
Policy.
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Waivers
The
Code of Business Conduct & Ethics applies to all NOVUStar
associates and its Board of Directors. There shall be no waiver of any
part of the Code, except by a vote of the Board of Directors, which
will ascertain whether a waiver is appropriate and ensure that the
waiver is accompanied by appropriate controls designed to protect
NOVUStar.
In the event that any waiver is granted, the waiver will be posted on
the NOVUStar website, thereby allowing the NOVUStar shareholders to
evaluate the merits of the particular waiver.
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Reporting
Ethical Violations
Your
conduct can reinforce an ethical atmosphere and positively influence
the conduct of fellow associates. If you are powerless to stop
suspected misconduct or discover it after it has occurred, you must
report it to the appropriate level of management at your location.
If you are still concerned after speaking with your local management or
feel uncomfortable speaking with them, you must (anonymously, if you
wish):
- Contact NOVUStar by phone at (703) 208-1980
- Send a detailed
note, with relevant documents, to NOVUStar, Mail Stop: P.O. Box 2479;
Merrifield, VA 22116
- Send an email to
novustar_ethics_hotline@novustar.com
Any
reports that involve the Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer or General Counsel will be immediately
communicated to the Chairman of the Board of Directors and the Chairman
of the Audit Committee.
Your
calls, detailed notes and /or emails will be dealt with confidentially.
You have the commitment of NOVUStar and of the Audit Committee of
NOVUStar's Board of Directors that you will be protected from
retaliation.
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Conclusion
In
the final analysis you are the guardian of NOVUStar's ethics. While
there are no universal rules, when in doubt ask yourself:
- Will my
actions be ethical in every respect and fully comply with the law and
with NOVUStar policies?
- Will
my actions have the appearance of impropriety?
- Will
my actions be questioned by my supervisors, associates, clients, family
and the general public?
- Am I trying to
fool anyone, including myself, as to the propriety of my actions?
If
you are uncomfortable with your answer to any of the above, you should
not take the contemplated actions without first discussing them with
your local management. If you are still uncomfortable, please follow
the steps outlined above in the Section on "Reporting Ethical
Violations."
Any associate who ignores or violates any of NOVUStar's ethical
standards, or who penalizes a subordinate for trying to follow those
standards, or willfully or knowingly omits to tell the entire truth
during any ethics or other NOVUStar investigation, or obstructs,
defeats or attempts to stop an ethics or other NOVUStar investigation,
will be subject to corrective action, up to and including immediate
dismissal. However, it is not the threat of discipline that should
govern your actions. We hope you share our belief that a dedicated
commitment to ethical behavior is the right thing to do, is good
business, and is the surest way for NOVUStar to remain a World Class
Service company.
Revised:
February 22, 2010
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NOVUStar
would like to give
special thanks to the following World Class organizations that are
committed to the highest ethical standards and to conducting
its business with the highest level of integrity and have help shape
NOVUStar to the company that is today.
Georgetown University,
Center
for
the Applied Research in the Apostolate, Pentagon,
Peace Corps, ADP Corporation, General
Dynamics, Department of
Homeland Security, Small Business Administration, Department of Veteran
Affairs.
Find out more about Our
History
>>
NOVUStar is a trademark of NOVUStar, LLC. All others, are trademark of their respective owner.
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