General Comments
The International Institute of Synthetic Rubber Producers, Inc. is an international trade association of synthetic rubber manufacturers. Its purpose is to further and promote the interest of the industry. As an industry organization, we serve a legitimate and useful purpose and may legally engage in a variety of activities which serve the industry. The Institute’s By-laws and Policies provide a framework in which those activities can be conducted lawfully. We must be careful, however, not to violate the anti-trust laws of the countries in which our members do business. The Institute’s activities must therefore be structured so as to avoid any action which might limit or which could be construed as limiting competition among our members or with non-members.
Because it would be difficult to list all the all the activities which could violate the anti-trust laws, the following guidelines are offered so that no Director or member of the Institute staff or one of its committees will knowingly engage in any Institute-related activity which might violate the anti-trust laws.
Institute employees, Directors and Committee members should be sufficiently familiar with the anti-trust laws to be able to avoid actions or discussion in their Institute work that might raise anti-trust questions. They should be aware that activities, which the Institute can properly undertake, could become illegal if used for anti-competitive purposes. Members must therefore aggressively avoid not only actual violations of the law but also any appearance of violation. To protect the Institute, its members and non-members who cooperate in its activities, the Institute has adopted several basic practices and policies:
1. The Institute has well-defined objectives and procedures relating to meetings and other matters set forth in its By-laws and Statements of Policy.
2. The Institute’s organizational structure is normally composed primarily of functional committees rather than individual product committees.
3. Commercial matters, which should be the subject of negotiation between buyer and seller, particularly those relating to pricing or marketing of rubber, are scrupulously avoided.
4. The Institute retains a General Counsel to help ensure that Institute policies are observed and to provide guidance and advice as to all Institute operations from an anti-trust standpoint.
The Anti-Trust Laws in General
The anti-trust laws are not intended to inhibit legitimate business activity. Their objective is to help preserve a free economy by prohibiting artificial restraints on competition.
The anti-trust laws of the various countries where they have been enacted generally make the following types of activities unlawful.
1. Agreements or conspiracies in restraint of trade or commerce. All types of agreements, which restrain competition, are included, whether written or oral, formal or informal and regardless of where they are made. Examples of such conspiracies or agreements which are unlawful per se, regardless of their effect, are those which have the purpose or effect of fixing prices, limiting production, allocating markets, or boycotting third parties. Participants in these conspiracies are subject to criminal prosecution.
2. “Monopolization” of any part of trade or commerce. This prohibition is needed to prevent a single company from acquiring or holding sufficient power to control prices or to foreclose access to the market.
3. “Unfair methods of competition and all unfair or deceptive acts or practices” in commerce. This includes various forms of “unfair” business conduct such as false advertising.
4. Specific forms of business restraints such as exclusive dealing, “tie-in” sales and certain types of acquisitions, mergers and interlocking directorships.
5. Discrimination in prices or services which have anti-competitive effects.
Activities to be Avoided
To avoid possible problems, the following don’ts should be borne in mind by all the Institute staff, Directors, Committee members and participants in Institute meetings.
1. Don’t agree with your competitors or anyone else:
a. to fix the prices or conditions of sale of your product
b. to limit your production, fix production quotas, or otherwise
limit the supply of any product reaching the market.
c. to divide up the market, either geographically or by class of
customer.
d. to blacklist or boycott customers, competitors or suppliers.
2. Don’t discuss or exchange information with your competitors on any of the following:
a. individual company prices, price changes or policies, terms of sales, etc.
b. industry pricing practices or policies, price levels, price changes, etc.
c. price differentials, price mark-ups, discounts, allowances, credit terms.
d. costs of production or distribution, cost accounting formulas, methods of computing costs.
e. individual company figures on costs, production, inventories, sales, etc.
f. information as to future plans of individual companies concerning the design, production, distribution or marketing of particular products including proposed territories or customers.
g. matters relating to individual suppliers or customers, particularly in respect to any action that might have the effect of excluding them from the market.
3. Don’t meet in “rump” sessions to discuss matters relating to any of the above. If such a discussion starts during a meeting, leave the room and ask that it be noted in the minutes that you object to the discussion and left the meeting for that reason.
These comments are intended as guidelines and not as an exhaustive list or a complete set of rules. Every individual must use common sense and good judgment in his or her Institute activities. If ever there is a doubt in your mind regarding the legality of an activity or discussion discuss the matter with your corporate legal counsel or with the Institute’s counsel before proceeding.
