Antitrust 

Dow Aero (“Company”) recognizes the need to single-out compliance with antitrust laws of the United States of America (USA) and other countries as a subject requiring a specific Company policy. As such, the following content is a product of this recognition.

Antitrust laws, where relevant, should be greatly considered during many business decisions. The consequences of any antitrust violation worldwide can be seriously harmful to not only the Company, but to the individuals involved as well. As such, several provisions of the antitrust laws of the United States of America (USA) contain penal provisions under which employees who authorize or engage in acts in violation of such laws are personally subject to substantial fines and imprisonment.

Officers, managers, and other key employees are expected to extend a sense of commitment to comply with this policy to all employees. The antitrust compliance environment within such an employee's assigned area of responsibility will be a significant factor in evaluating the quality of that individual's performance.

Statement of Policy

It is the objective of the Company:

  • To comply with the antitrust laws of the United States of America (USA) and other countries applicable to its business operations; and

  • To hold employees in management positions personally and strictly accountable for taking the measures necessary to achieve this objective within their areas of responsibility.

Compliance With Section 1 of the Sherman Act

In furtherance of this policy and specifically in compliance with Section 1 of the Sherman Act:

  • No employee shall enter into any understanding or agreement (whether expressed or implied, formal or informal, or within writing or oral) with a competitor limiting or restricting any of the following aspects of the competitive strategy of either party or to any other parties:

    • Prices;

    • Costs;

    • Profits;

    • Product or service offerings;

    • Terms or conditions of sale;

    • Production or sales volume;

    • Production facilities or capacity;

    • Market share;

    • Decisions to quote or not to quote;

    • Customer or supplier classification or selection;

    • Sales territories; and/or

    • Distribution methods.

  • No employee shall enter into any understanding or agreement with a purchaser or lessee of a product sold or leased by the Company which restricts the right of the purchaser or lessee to determine the price at which to resell or lease such product, nor shall any employee enter into such an agreement when the Company is the purchaser or lessee of a product.

  • The following understandings may be violative of antitrust laws under certain circumstances and may be entered into by an employee of the Company only if the agreement has been reviewed by appropriate Company management and/or legal counsel in advance of execution and in the opinion of management and/or counsel that an action is not in violation of law:

    • Understandings with any customer or supplier in which condition of the sales or purchases of the Company on reciprocal purchases or sales by the customer/supplier;

    • Understandings with any purchaser or lessee of a product of the Company which in any way restricts the discretion of the customer to use or resell the product as the customer sees fit;

    • Understandings with anyone which restricts the discretion of either party to manufacture any product or provide any service, or to sell to or buy from any third-party.

Discussions And Exchange Of Information With Competitors

Communication with a competitor on any subject in to which an understanding with the competitor would be illegal is, in antitrust litigation, likely to serve as important evidence of the existence of an understanding, particularly if the communication is accompanied or followed by any similarity of an action. The prohibitions set forth below are thus intended to avoid antitrust prosecutions which, though based on merely circumstantial evidence, may nevertheless be difficult to defend successfully.

  • No employee shall discuss with a competitor or any third-party acting for a competitor, or otherwise furnish to or accept from a competitor or any third-party acting for a competitor, information on any subject as to which an understanding with the competitor is prohibited.

    • Unless it is in the opinion of appropriate Company management and/or legal counsel that such discussions or transmittal of information would neither violate the antitrust laws nor furnish a reasonable basis for inferring such a violation.

This section does not preclude obtaining competitive information from independent third-party sources who are not acting for a competitor in transmitting the information. However, certain other legal and policy restrictions applicable to transactions with the federal government limit the competitive information that may be obtained from a third-party source.

Participation in Trade Associations and Other Meetings with Competitors

Company employee shall not attend or remain present during any:

  • Secretive meeting with competitors;

  • Meeting where there is a discussion by competitors of any subject in which the Company's employee is precluded from discussing as explained in the previous section; or

  • Informal meeting with competitor members of a trade association that is held for the purpose of discussing business matters without observing the formal procedural requirements established by such trade association for its business meetings.

Employees should also be aware that participation in standard development and product certification activities, which impact competitors or suppliers, may raise antitrust concerns. Before participating in committees or organizations, which develop standards or certify products, employees should consult with appropriate Company management and/or legal counsel.

Violations

Employee violations of the Company’s antitrust policies and procedures, or any worldwide antirust laws, shall be subject to disciplinary action, up to and including termination of employment. Any disciplinary action taken would be adapted to the circumstances of the particular situation, with the primary objective of furthering the Company's interest in preventing violations and making clear that such violations are neither tolerated nor condoned. Disciplinary action will be taken, not only against individuals who authorize or participate directly in a violation, but also against:

  • Any employee who may have deliberately failed to report a violation;

  • Any employee who may have deliberately withheld relevant and material information concerning a violation; and

  • The violator's managerial superior(s), to the extent that the circumstances of the violation reflects inadequate leadership and lack of diligence.

Where an employee is accused of an antitrust violation, and when the employee has relied in good-faith on the advice of appropriate Company management and/or legal counsel after full disclosure of the material facts, disciplinary action may not be taken against the employee as appropriate; and the Company may, within the limits permitted by law, assist in the employee's defense.

Reports and Periodic Reviews

Any employee who is requested to engage in any activity which is or may be contrary to this policy will promptly report such information to the employee’s direct manager or if the employee was so directed by the manager, then to other appropriate Company management (including Human Resources or Company ownership) or assigned legal counsel.

Any employee who acquires information that gives the employee reason to believe that any other employee is engaged in conduct forbidden by the policy will promptly report such information to the employee’s direct manager or if the manager is engaged in such conduct, then to other appropriate Company management (including Human Resources or Company ownership) or assigned legal counsel.

View changes to this policy?

Have a question?