Competition Law Compliance Policy

Transcription

1 Competition Law Compliance Policy Interserve Plc ( the Company ) requires its Group Companies to comply with the laws of the relevant countries in which they operate. This includes compliance with the applicable competition laws in each country. This Policy extends to all the business dealings and transactions of the Company and its subsidiaries in all countries in which Interserve s Group Companies operate and is designed to further Conducting Business with Interserve. We will also seek to encourage the adoption of similar arrangements by those associate companies and joint ventures over which the Group does not exercise overall control. All directors, employees, temporary agency personnel, contract basis personnel, consultants, intermediaries, agents and third parties acting on behalf of any Group Company are required to follow this Policy. Interserve s Whistle-blowing Policy is utilised in support of this Policy should anyone become aware of or believe in good faith that any breach of competition law is about to be or has been committed involving a Group Company. This policy and associated implementation documentation does not form part of any employee's contract of employment, will be publicised to all employees and will be reviewed on a regular basis to be updated or revalidated as appropriate. Should it be established that the Company has been involved in the infringement of competition laws, adverse consequences for the Company and individuals could include: Significant fines on the Group or subsidiaries; Criminal prosecution of individuals, which may result in fines and/or imprisonment; Risk of legal actions for compensation; Contracts being declared unenforceable; The Company being prohibited from participation in public tenders; Expensive and lengthy investigations; Director disqualification/dismissal of employees; and PR impact/reputational damage. Debbie White March 2018.

2 COMPETITION LAW COMPLIANCE PROCEDURE Each employee whose job role means that they are at risk of engaging in anti- competitive behaviour shall receive competition law compliance training as part of their induction programme. In the case of internal promotions, each employee whose job role changes such that they are at risk of engaging in anti-competitive behaviour, and who did not receive competition law compliance training when recruited, shall receive such training at the time, or before, their promotion becomes effective. Each employee whose job role means that they could engage in anti-competitive behaviour shall undergo refresher training on competition law compliance by such means and at such frequencies as the Company shall determine. Each employee has a duty to act in a manner which is compliant with competition law in all dealings on behalf of Interserve. It is impracticable to cover all of the possible scenarios which might give rise to a risk of competition law infringement. If in doubt as to whether or not a particular action, transaction or course of dealings complies with competition law, guidance should be sought from your manager. This Policy consists of Do's and Don'ts as a way to offer practical advice on certain common situations which may give rise to problems under competition law. The list is not exhaustive and there will always be other situations which could give rise to competition law compliance risks, so in your dealings with competitors and customers, you should always be alert to potentially anticompetitive discussions/ exchanges, business proposals, or clauses in agreements. You must: conduct your business dealings and activities in accordance with this Procedure; comply with competition law at all times; report any activity, transaction or course of dealing which you suspect may infringe competition law to the Group Secretary or General Counsel (for Group Secretary/General Counsel telephone ); report all contact with competitors where there was any discussion of contracts, competitors, suppliers, sub-contractors etc, to the Group Secretary or General Counsel; and take a full minute, or ensure that a full minute is taken, of any trade association meetings that you attend. 2

3 1. GENERAL Contact the Group Legal Department should you have any doubt as to whether particular conduct may infringe competition law, as stated above. Contact the Group Legal Department if you are concerned that competitors may not be observing competition law, as stated above. 2. DISCUSSION WITH COMPETITORS N'T Seek advice about the wisdom of accepting social invitations from competitors or joining trade associations. Remember that all arrangements, including informal understandings and gentlemen's agreements, will be illegal if they infringe competition law, and may give rise to heavy fines on the participating businesses and risk of criminal prosecution of individuals. Avoid all discussion of competition or competitive subjects with personnel from a competitor and make it an obvious point to break off such discussion should they arise. Discuss, recommend or agree with competitors on the following matters: (a) costs; (b) (c) prices, as well as trends, proposed changes in, and the methods of calculation of, such prices; discounts or rebates off prices, and inclusion/removal of surcharges; (d) (e) (f) (g) (h) (i) margins and profitability; any other terms and conditions of sale of products; marketing plans; division or allocation of territories or customers; any plan to refuse to deal with specific customers or suppliers; or proposed product launches or withdrawals. N'T Remain at meetings with competitors at which competitive conditions are discussed or where you believe the discussions or actions are risky in competition law terms. Leave the meeting as soon as possible and make sure that this is noted or a minute taken of your actions. Inform your management as to what has happened as soon as possible. 3

4 3. DISCUSSION WITH CUSTOMERS YOU MAY N'T Accept information volunteered by customers as to what competitors are doing, including prices and the terms of any special promotions being offered by competitors. Ask your customers to provide such information about your competitors on a regular basis. The process of accepting it should not become institutionalised or made a requirement of dealing with Interserve. N'T N'T N'T N'T Oblige customers to tell you if lower prices have been quoted by competitors so that your business can match them unless done as part of a most favoured nation or price matching protocol that has been reviewed and approved by the in-house legal team. Discuss with one customer Interserve's dealings with other customers or make any commitments to one customer as to Interserve's treatment of other customers. Discuss details of business terms with any customer in the presence of other customers or competitors. Try to control the pricing of your reseller customers/distributors (unless, after consultation with the in-house legal team, you are setting maximum resale prices or merely recommending resale prices). N'T N'T Try to restrict distributors from buying/selling/reselling competing products without consulting with the in-house legal team. Try to control the territories in which your distributors may sell into without consulting with the in-house legal team 4. CONDUCT WHEN INTERSERVE HAS A HIGH MARKET SHARE A business may be found to be in a dominant position where it possesses "market power" and can therefore behave, to an appreciable extent, independently of its competitors, its customers and, ultimately of its consumers. Concerns in relation to dominance will begin to arise where a business has a share in the region of 35 to 40 per cent or more of supplies or purchases of goods or services on a particular market, and it has held that market share for a period of time. The "Do's and Don'ts" set out below only apply to businesses at risk of being found to be in a dominant position. Recognise that the risks of infringement of competition rules and of legal complaints by customers or competitors increase in market sectors where the Company has a high share (35 to 40 per cent or over). Recognise that certain practices that are generally legal may become illegal where the Company enjoys a high market share and enjoys market power 4

5 (i.e. the ability to behave, to an appreciable extent, independently of its customers and competitors). N'T N'T N'T Be cautious about charging different customers different prices unless this is justifiable on the basis of different supply costs or is the outcome of commercial price negotiations - if in doubt seek legal advice. Be cautious about pricing products so as to incentivise customers to source all their requirements from the Company - volume discounts by a dominant business should reflect genuine cost savings resulting from supplying a larger volume - if in doubt seek legal advice. Be cautious about linking the sale of one product to other products or services (so-called "tie-in sales"). Ensure that price cuts targeted at competitors' services are carefully studied to ensure that they are not loss-making. Talk about price cuts to eliminate rivals. Seek advice if the prospect of a price cut will be to eliminate a rival. Adopt any business practice, beyond the usual process of commercial price negotiations, with the purpose of weakening or eliminating an existing competitor or the prevention of a would-be competitor's entry into the market. Use language which might create suspicions of the abusive use of market power or predatory intention including such comments as: (a) (b) (c) (d) (e) (f) "pushing/kicking/squeezing competitors out of the market"; "In order to raise the barriers to entry or prevent new entry in the product concerned"; "Never let them be successful"; "This requires a stay-out pricing policy"; "We must attack 'X' [i.e. a competitor] whilst also disguising the attack"; and "We have become more dominant in that product this year". Avoid all references to the following words and phrases: "dominant", "dominance" and "market power". Reporting of Breaches and Accountability Any employee who becomes aware of any existing or potential breach of this Procedure is required to notify the Company Secretary, General Counsel or a Director promptly. If preferred, concerns about any existing or potential breaches may be reported in 5

6 accordance with Interserve s whistle-blowing policy. In enforcing this Procedure, Interserve will take such disciplinary action as it deems appropriate, up to and including dismissal of the individual(s) responsible. 6