|
ANTITRUST COMPLIANCE STATEMENT
INDEPENDENT GALVANIZERS COOPERATIVE, Inc.
It is the policy of the Independent Galvanizers Cooperative, Inc. (IGC) to comply strictly in all respects with antitrust laws. It is the responsibility of each member and employee to literally comply with the letter and spirit of the antitrust laws. In addition, it is the responsibility of each elected director, each appointed vice president, manager, committee member, and person in a supervisory capacity, and each attendee at any meeting or function of the IGC, to be familiar with and comply with the antitrust laws.
The IGC is a Purchasing and Shared Services Cooperative formed for the purpose of providing maximum purchasing strength through the cooperative vehicle. Many members compete directly or indirectly with other members. Thus, IGC cannot, and will not, become involved in the competitive business decisions of its member companies, nor will it take any action that would tend to restrain competition in the after-fabrication hot-dip galvanizing industry. For this reason, the Board of Directors unequivocally supports the policy of competition served by the antitrust laws.
The IGC is firmly committed to the principle of competition served by the antitrust laws. The penalties that may be imposed upon both the Cooperative and its individual members involved in any violation of such laws, are so severe that every effort must be made to avoid any such violation. Certain violations of the Sherman Act, such as price fixing, bid rigging, and market or customer allocations are felony crimes for which individuals may be imprisoned for up to three years and/or fined up to $10 million for each offense. In addition, treble damage claims by private parties (including class actions) for antitrust violations are extremely expensive to litigate and can result in judgments of a magnitude that could destroy the Cooperative and seriously affect the financial interests of its individual members.
To assist IGC members and employees, including its officers, directors, and committee chairpersons, in recognizing situations that may raise the appearance of an antitrust problem, the Board will, as matter of policy, furnish to each such person, copies of the Cooperative’s General Rules of Antitrust Compliance. At the discretion of the Board of Directors the Cooperative may also make available general legal advice when questions arise as to the manner in which the antitrust laws may apply to the activities of the IGC or to any committee thereof.
Antitrust compliance is the responsibility of every IGC member. Any violation of the IGC’s General Rules of Antitrust Compliance or of this general policy will result in immediate suspension from membership in the Cooperative and immediate removal from any Cooperative office held by any official representative violating the same.
GENERAL RULES OF ANTITRUST COMPLIANCE
The following rules are applicable to all IGC activities and must be observed in all situations and under all circumstances, without exception or qualification other than as noted below.
1. There shall be no activity of the IGC for the purpose of bringing about, or attempting to bring about, any understanding or agreement, written or oral, formal or informal, express or implied, among competitors with regard to fixing prices, establishing price levels, terms, or conditions of sale (including warranties), or discounts.
2. No IGC activity or communication shall include discussion or action, for any purpose or in any fashion, of bidding or other pricing methods, production quotas or other limitations on either the timing or volume of production or of sales, or involve allocation or division of territories, markets, or customers.
3. The IGC shall not undertake any activity that involves the exchange or collection and dissemination among competitors of any data regarding current or future prices; costs of production, labor, or sales; or individual company statistics of any kind. No survey or other gathering or dissemination of process or other economic data shall be undertaken by the IGC without first obtaining the advice of legal counsel.
4. No IGC activity or communication shall include any discussion or action that constitutes an attempt to prevent any person or business entity from gaining access to any market or to any customer for goods or services, or to prevent or boycott any business entity from obtaining a supply of goods or otherwise purchasing goods or services freely in the market.
5. No IGC activity shall include any discussion or action that might be construed as an agreement or joint understanding to refrain from purchasing any raw materials, equipment, services, or other supplies from any supplier.
6. The IGC shall not bring about the standardization of any product or method of manufacture or certification of any product or program, for the purpose of preventing the manufacture or sale of any product not conforming to specified standard or which would tend to have the overall effect of unreasonably lessening competition or resulting in a degree of price stabilization.
7. No company shall be unreasonably excluded from IGC membership if such exclusion impairs such company’s ability to compete effectively in the after-fabrication hot-dip galvanizing industry.
Attendees at directors’ meetings, committee meetings, or membership meetings will be expected to acknowledge the IGC policy of antitrust compliance by signing a copy of this policy statement at the commencement of each meeting. In conducting IGC committee meetings, the chairperson of the committee shall prepare and follow a formal agenda. Subsequent to the meeting, minutes of each meeting shall be distributed to all persons who attended such meetings in the capacity of officer, director, member, committee member, or employee. Approval of the minutes shall be obtained from the membership of the committee at its next meeting. Copies of all minutes shall also be transmitted to the headquarters staff.
Cooperative speakers shall be informed of the need to comply with the Cooperative’s antitrust policy in the preparation and presentation of their papers. Guests at IGC meetings shall be made aware of IGC’s antitrust policy.
All IGC members and representatives are expected to observe the same standards of personal conduct required of the Cooperative in its compliance with these antitrust guidelines during informal and social discussions at the site of IGC meetings. Copies of the foregoing Antitrust Policy Statement and General Rules of Antitrust Compliance will be included in the Annual Meeting Registration Packets and will also be provided as part of the IGC Membership Roster.
|
