Covista Communications, Inc. and all its subsidiaries are committed to maintaining the highest standards of business conduct and ethics. The Company Code of Ethics (“Code”) reflects the business practices and principles of behavior that support this commitment. Every employee, officer and director must carefully read the Code and apply the Code to the performance of his or her responsibilities.

Action by members of your family, significant others or other persons who live in your household (referred to in the code as “family members”) also may potentially result in ethical issues to the extent that they involve Covista’s business. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your family members, significant others and other persons who live in your household.

Honest and Ethical Conduct

It is the policy of Covista to promote high standards of integrity by conducting its affairs in an honest and ethical manner. The integrity and reputation of Covista depends on the honesty, fairness and integrity brought to the job by each person associated with Covista.

Compliance Standards and Procedures

Compliance Resources

Covista has established the position of Compliance Officer to address any questions or concerns you may have regarding the Code of Ethics. The Compliance Officer can be reached at (423) 648-9595. In addition to answering questions or concerns with respect to the potential violations of this Code, the Compliance Officer is responsible for investigating possible violations of the Code, updating the Code and alerting employees of any updates to reflect changes in the law, operations and recognized best practices, and to reflect Covista’s experience, and otherwise promoting an atmosphere of responsible and ethical conduct.

Your best resources for matters related to the Code are, in order, your supervisor and the Human Resources department. They will have the information you need or be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with either Human Resources or the Compliance Officer.

Legal Compliance

Obeying the law, both in letter and in spirit, is the foundation of the Code of Ethics. Covista’s success depends on each employee operating within legal guidelines and cooperating with local, national and international authorities. Employees must understand the legal and regulatory requirements applicable to their business units and areas of responsibility including the Foreign Corrupt Practices Act (“FCPA”), which is described in a separate policy distributed contemporaneously. If you have a question in the area of legal compliance, do not hesitate to seek answers from your supervisor or the Compliance Officer.

Disregard of the law will not be tolerated. Violation of applicable laws (including local laws) may subject an individual, as well as Covista, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone’s best interests to know and comply with our legal obligations.

Conflicts of Interest

Covista respects the rights of its employees to manage their personal affairs and investments and does not wish to impinge on their personal lives. At the same time, employees must avoid conflicts of interest that occur when their personal interests may interfere with the performance of their duties or the best interests of Covista. A conflicting personal interest could result from an expectation of personal gain now or in the future or a need to satisfy a prior or concurrent personal obligation. Conflicts of interest are prohibited unless specifically authorized by the General Counsel of the Company.

If you have any questions about a potential conflict, or if you become aware of an actual or potential conflict, you should discuss the matter with your Supervisor, the General Counsel or the Compliance Officer. If the Supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the General Counsel or the Compliance Officer.

Although no list can include every possible situation in which a conflict of interest could arise, the following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests:

Employment by (including consulting for) or service on a board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of Covista is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of a customer or supplier or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such action. If an employee serves on the board of a customer or supplier or other service provider to employment by Covista, this must be disclosed to the supervisor or General Counsel prior to commencement of employment.
Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with Covista. In addition to the factors described above, persons evaluating ownership for conflicts of interest will consider: the size and nature of the investment; the nature of the relationship between the entity and Covista’ the employee’s access to confidential information; and the employee’s ability to influence Covista’s decisions.
Soliciting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with Covista.
Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with Covista.
Taking personal advantage of corporate opportunities.
Conducting Covista business transactions with a family member or a business in which you have a significant financial interest. Material related-party transactions approved by the Audit Committee of the Board of Directors and involving any employee or director will be publicly disclosed as required by applicable laws and regulations.
Acceptance of inappropriate gifts by you or a family member from one of our suppliers or service providers could create a conflict of interest and result in a Code violation. An inappropriate gift is one that might unduly influence your business decision or give the appearance that it might unduly influence your decision. However, not all gifts are “inappropriate”. For example, a gift of the nature customarily given during a holiday season would not be an “inappropriate gift”. Similarly, acceptance of an attendance at customary business-related functions would not be an “inappropriate gift”.

Clarifying Questions and Concerns; Reporting Possible Violations

If you encounter a situation and its appropriateness is unclear, discuss the matter promptly with either your supervisor, or the Compliance Officer.

If you suspect a violation of Code by others, you must report it. You are expected to provide either your supervisor, or the Compliance Officer with a description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor, or the Compliance Officer, you should do so without fear or any form of retaliation. You may also report suspected violations anonymously to the Company’s Whistleblower Hotline at (866) 248-0183.

Supervisors must report any complaints or observations of Code violations to the Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer directly. The Compliance Officer will investigate all reported possible Code violations and with the highest degree of confidentiality that is possible under the specific circumstances. Your cooperation in the investigation will be expected. As needed, the Compliance Officer will consult with the Audit Committee of the Board of Directors. We will strive to employ a fair process by which to determine violations of the Code.

If the investigation reveals that a violation of the Code has occurred, Covista will take such appropriate action, which may include disciplinary action leading up to and including termination of employment, and in appropriate cases, civil action or referral for criminal prosecution.

By signing this statement, I acknowledge that I have read, understand, and agree to adhere to the General Code of Ethics. Furthermore, I understand that if Covista Communications, Inc. determines my conduct warrants it, I may be subject to discipline pursuant to this Policy, leading up to and including the immediate termination of my employment.

Name (please print): _____________________________________________

Signature: _____________________________________________

Date: _____________________________________________