Competition is the basis of this country’s economy. We compete and succeed based on the highest quality and competitive pricing of our products and services. Antitrust laws are designed to keep the marketplace open to competition, which is in the Company’s best interest. Employees must not only obey federal and state antitrust laws, but also must avoid circumstances that are likely to create any suspicion of violations. We must, at all times, avoid actions or words which could be misinterpreted, creating a perception that a violation has occurred, even though the intent may be proper.
Certain types of conduct between competitors are always illegal. You must never:
agree on prices
agree on any other terms of sale (including credit terms)
allocate or divide up customers, territories, or markets
agree on production limits
agree on, or rig, competing bids – this includes bid suppression, bid rotation, and complementary bidding
Other types of conduct may be illegal, and always require prior review by the Legal Department:
exclusive dealings arrangements
customer or supplier boycotts
tying or building together different products or services
agreements not to solicit employees from competitors, subcontractors, or suppliers
The antitrust laws also prohibit acquisitions that could injure competition. Colas must notify the government before carrying out acquisitions of businesses that have sales or assets exceeding certain minimum threshold levels. Anyone who works on a proposed acquisition should involve the Company’s legal counsel at the very beginning of such activity.
As a general rule, employees should avoid contact with competitors. In those circumstances, where contracts are necessary, for example, trade associations and customer-sponsored pre-bid meetings, limit discussions to permissible subjects. Never discuss prices or other matters relating to competition. Before you attend any meeting where competitors will be present, be sure you know the antitrust “do’s and don’ts.” Importantly, any employee who represents the Company in a trade association must follow the guidelines set forth in Section 11 of the Colas SA Compliance Procedures.
Antitrust laws apply to dealings with customers and suppliers as well as competitors. For example, they prohibit illegal price discrimination in the purchase and sale of products. If you are involved in the purchase and/or sale of products, know the Robinson-Patman Act rules.
Competing fairly means we do not attempt to control or monopolize any markets. Employees must also avoid unfair business practices, such as:
defamation and lying about a competitor’s business, products and services
inducing breach of contract, or causing a customer to break a contract with a competitor
fraudulent and false statements
bribing customer’s agents and employees
Antitrust law is complex. If there is the slightest doubt about the legality of a particular transaction, employees should either contact our Legal Department, or report concerns or possible violations of this Policy to the Colas Ethics Hotline.
ETHICS LEADERSHIP MOMENT: You are attending a trade association meeting and your counterpart from one of our competitors is seated next to you at a dinner. He asks you about whether we plan to bid on an upcoming project for the state DOT. What do you say?
Answer: Under no circumstances do we discuss market intelligence or business plans with competitors. You should make it clear that you are not permitted to comment on any such issues. In some circumstances, you should consider removing yourself from that conversation altogether. You should also notify the legal department immediately.