COMPETITION COMPLIANCE GUIDELINE LUFTHANSA GROUP

Transcription

1 COMPETITION COMPLIANCE GUIDELINE LUFTHANSA GROUP Competition Compliance Guideline Lufthansa Group Page 1/6

2 I. Conduct toward competitors You are required to heed all relevant competition laws and related regulations applying to LH and/or its subsidiaries ("LHT Group") and its staff. Hence, come to no agreements or arrangements with competitors, either explicitly or tacitly, formally or informally, in writing or orally, that affect competition between you and the competitor in the sale of specific products or services to third parties, and do not suggest any such agreements or arrangements. Come to no agreements with competitors on prices, price components, price changes, commissions, rebates, terms of payment, capacities, production or sales quotas, the sharing of markets or customer groups. Such agreements are deemed "core evils of competition law". Exchange no information with competitors that may be antitrust-sensitive. Information that may be antitrust-sensitive are among others prices, price components, routings, capacities, market shares, costs, demand of several customers and other information that would generally be classified as a business secret. Reach no agreements with competitors that compel other undertakings (demanders) to take certain steps by a threat of rejecting business relations with them. This applies above all to agreements on refusals to sell or buy. Refrain from engaging in deliberate concerted action with competitors if this cannot be justified by the specific economic structures of the market. In any bidding procedures, no bids/tenders made may be based on arrangements with another bidder (competitor). Decline to be present at discussions with competitors in which topics are touched on that are sensitive in competition law, even if you do not take an active part in such talks. Leave any meeting if you have a feeling that inappropriate items are being discussed, and ensure that your departure is noted in the record of the proceedings. Bear in mind the underlying competition conditions in your conduct whenever you have contacts with competitors, even if such contacts take place at an informal or purely social level. Obtain your information from sources in the public domain, not from competitors. Competition Compliance Guideline Lufthansa Group Page 2/6

3 Consult the Compliance Office or the legal department if you are in doubt as to whether your business conduct is in line with competition standards; before entering into agreements with competitors that are not in keeping with already examined and approved procedures; or if you are in doubt as to whether a specific agreement with a competitor is covered by the scope of the exceptions allowed by the relevant competition authorities or is in line with the exemption under Art. 101 (3) TFEU (Treaty on the Functioning of the European Union) or any other competition law regime. Even within (allowed) alliances, not every practise is permissible; what matters is how far the exemption goes! II. Conduct toward competitors at inter-company or association meetings All meetings of associations of undertakings or interest groups (incl conferences, congresses, conventions, seminars, etc.) offer participants (potential competitors) an opportunity to exchange information on facts that might be sensitive in competition law. This entails a danger of violations of competition law and heightens the risk of competition authorities regarding such contacts, after the event, as involving an agreement in restraint of competition. Hence the following points: Prior to attending any such meeting, obtain the agenda. Forward this to the Compliance Office or the legal department if you are in any doubt as to the compatibility of certain agenda items with competition law. During the meeting, check whether the topics being discussed correspond with those on the agenda. Document the course of the proceedings (duty to report), and preserve any documentation. Leave the meeting at once if there is a departure from the agenda, or if any topics are discussed that are sensitive in competition law, or if you are called upon to refrain from making notes. Ensure that your departure is registered in the record of the proceedings, and report the incident to the Compliance Office or the legal department for scrutiny. Refuse to enter into any discussion with competitors on topics that may be sensitive in competition law, even if this occurs on the periphery of the meeting, for example at dinner or at the bar. Competition Compliance Guideline Lufthansa Group Page 3/6

4 Avoid discussions with competitors on the following specific topics: prices, planned price changes, rebates and other factors affecting prices; earnings, profits, profit margins; market share; capacities; business conditions, especially sales and delivery conditions; distribution practices; production, marketing and other costs; coordination of bids/tenders in connection with a contract-award procedure. III. Conduct toward non-competitors Do not require your distribution partner to adhere to certain resale prices. The publication of non-binding price recommendations is allowed, provided you do nothing to induce your distribution partner to actually observe such prices Do not stipulate the geographical areas or circles of customers to which dealers may sell their products or services. Do not make the sale of products subject to the purchase of other products or services (tying agreements). Consult the Compliance Office or the legal department before you tie up your business partner to exclusive dealing agreements or non-competition clauses. IV. Conduct in the case of a dominant market position Do not demand different (inappropriate) prices from business partners for the same transactions, unless the price differences can be justified on cost grounds. Do not demand any unusually low prices (cut-throat prices) from business partners that are only profitable if current or potential competitors are ousted from the market. In dealings with business partners, do not insist on unreasonable business conditions. Do not offer customers loyalty or sales rebates that cannot be justified by cost savings. Consult the Compliance Office or the legal department in case of doubt. Refrain from committing business partners to enter into business relations exclusively or predominantly with LHT. Competition Compliance Guideline Lufthansa Group Page 4/6

5 Do not make the sale of a product subject to the purchase of another product (tying agreements). Consult the Compliance Office or the legal department before engaging in practises that might appear to be aimed specifically at a current or potential competitor (abusive practices) or just might appear that way. V. Handling business records Any contact (personal, in writing, by telephone, by or other electronic communication media) with competitors must be tackled with care, since it is just as important to avoid even the appearance of illegal conduct (inadmissible arrangements or trading agreements). Always consider whether any relevance in competition law could be attributed to your written records and oral utterances. Avoid ambivalent formulations that might give rise to suspicions. Hence, refrain from using phrases like industry agreements / industry standard, agreement on cutbacks in production, results to be reviewed with X and transferred, we wish to make market entry difficult, we wish to dispose of the competition, please destroy after reading or our information suggests that competitor X will be increasing prices shortly by 5%. Make no descriptions of market positions. Avoid phrases like measures to improve market structures, creation of orderly market conditions, now we have reached an invulnerable market position or we are in control of this market. Document the (legal) reasons for contact with a competitor, especially in connection with alliances. Always indicate the (legal) public source if you receive or pass on information about competitors. Do not preserve more records than are necessary (copies!). unless there exists a specific document retention policy for your division. Do not unnecessarily forward any s with content that may be sensitive in competition law. Competition Compliance Guideline Lufthansa Group Page 5/6

6 VI. Conduct toward competition authorities in the case of follow-up investigations / searches of premises In discharging their duties and examining any facts of relevance in competition law, the competition authorities have formal investigatory instruments at their disposal. If the information provided by undertakings or obtained in some other way does not suffice, the EU Commission can initiate any necessary follow-up investigations, which may also include authority to search business premises and to peruse any records procured as a result. In addition, Germany s Federal Cartel Office is authorized to seize records. Please find detailed information on behaviour during follow-up investigations by the EU Commission or searches of premises by German authorities, in particular by the German Federal Cartel Office, in ebase under Lufthansa AG > Hotlinks > LH Compliance Programme > Competition Compliance > Leaflets. Upon the arrival of the government agencies, the following principles apply: Inform the Compliance Office or the legal department without delay. Be helpful and courteous in dealings with the officers, and do not impede them in their work. Do not be too obliging, however; the powers of the officers are not unlimited. Do nothing that could be used to your disadvantage later (e.g. concealing, destroying or falsifying files, warning others about the follow-up investigation / search of premises). Assign an escort to each officer for the duration of the follow-up investigations / search of premises. Make a copy of any seized documents. Draw up a complete record of what happens (e.g. locations visited by the officers, all questions and answers, what files were checked, points in dispute with officers). Competition Compliance Guideline Lufthansa Group Page 6/6