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Anti-Trust Compliance in SEADMA

Mission

The mission of SEADMA is to provide a forum for its members to apply and share their respective experience in the promotion and standardization of drymix mortars in order to achieve higher levels of quality, efficiency, safety, sustainability and environmental care by applying those mortars on jobsites throughout the ASEAN Nations.

SEADMA shall not be used as a forum for the discussion of business secrets. SEADMA´s meetings always must be conducted to avoid even the appearance that its members are taking common action which might restrict competition. It is the strict policy of SEADMA to comply with the letter and spirit of laws in the member states, insofar as existing.

It is SEADMA's strict policy to follow a prudent rule in relation to any Antitrust issue. SEADMA in this respect has prepared the Antitrust Compliance Guidelines and Meeting Rules for its members' reference. These Meeting Rules apply to all Meetings under the guidance of SEADMA. The notification of these Meeting Rules to all attendees and their acceptance will be pointed out in the minutes.


Antitrust Compliance Guidelines and Meeting Rules

Structure

1. Meeting Rules
2.     SEADMA's Antitrust Compliance Program
2.1.    Scope of the Antitrust Compliance Program
2.2.    Antitrust Policy
2.3.    Discussion Topics
2.4.    Minutes (Protocol)
2.5.    Individual Responsibility

1. Meeting Rules

All meetings under the guidance of SEADMA must be accompanied by an openly accessible invitation and agenda at least 2 weeks prior to the respective meeting, during the meeting an attendance list must be circulated, signed and included in the mandatory meeting protocol, which has to be distributed to the meeting attendance (and in some cases to all SEADMA members) not later than one week after the respective meeting.
During the meetings, in particular, SEADMA's antitrust policy prohibits any discussions or exchange of information that might constitute or imply an agreement or orchestrated practice concerning:
(1) prices or price factors, including discounts, rebates, and reductions;
(2) costs and demand structure;
(3) profits and profit margins;
(4) output and sales;
(5) market shares and sales territories;
(6) investments and marketing plans;
(7) bidding or refraining from bidding;
(8) credit conditions or any other terms or conditions of sale; or
(9) selection, rejection, or termination of customers or suppliers.
The prudent rule to be followed at all SEADMA meetings and gatherings is that no commercial topics should be discussed.

These meeting rules apply to all meetings under the guidance of SEADMA.

2.     SEADMA's Antitrust Compliance Program

2.1.    Scope of the Antitrust Compliance Program

Both SEADMA's Antitrust Compliance Program and the Meeting Rules apply to all
activities under the guidance of SEADMA, including, but not limited to, meetings of:
(1) The Annual General Meeting (AGM);
(2) The Executive Committee /EC = Board of Directors);
(3) The SEADMA Operational Office;
(4) The Technical Committee (TC);
(5) The various Working Groups (WG),

2.2.    Antitrust Policy

SEADMA is an international non-profit professional association whose members are competitors. Meetings of competitors under the guidance of such an association are not objectionable as such. However, SEADMA members are not allowed to use the forum provided by SEADMA in order to coordinate their commercial activities. Each SEADMA member company must exercise its independent business judgment in pricing its products and service, dealing with its customers and suppliers, and choosing the markets in which it will compete. Any activity that could create even the appearance of a restriction or distortion of competition must be strictly avoided.

It is SEADMA's undeviating policy to comply strictly with the letter and spirit of any antitrust law and similar laws in the GCC Member States and other countries in particular those which:
(1)directly or indirectly fix purchase or selling prices or any other trading conditions;
(2) limit or control production, markets, technical development, or investment;
(3) share markets or sources of supply;
(4) apply dissimilar conditions to equivalent transactions with trading parties, thereby placing them at a competitive disadvantage;
(5)make the conclusion of contracts subject to acceptance by the other parties of supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject of such contracts."

Any activities of SEADMA Members (or their appointed delgates/representatives) or SEADMA ́s own staff which violate these and other applicable antitrust laws are detrimental to the interests of the Association and its Members, and are unequivocally contrary to SEADMA's policy.

2.3.    Discussion Topics

Some antitrust law, in principle, prohibits the exchange of commercially sensitive and current market information which competitors normally keep secret. It is impossible to provide an exhaustive list of objectionable discussion topics as the competitive significance of many issues is dependent upon the context in which they are raised.

However, it is SEADMA's strict policy to follow a prudent rule in relation to antitrust issues. Therefore, no commercial topics outside the scope of SEADMA ́s mission should ever be acted upon, or even considered, at SEADMA meetings and gatherings. SEADMA meeting discussions shall be limited to (written) agenda topics and minutes shall be provided.

In particular, SEADMA's antitrust policy prohibits any discussions or exchange of information between its Members that might constitute or imply an agreement or orchestrated practice concerning:
(1) prices or price factors, including discounts, rebates, and reductions;
(2) costs and demand structure;
(3)profits and profit margins;
(4)output and sales,
(5)market shares and sales territories;
(6) investments and marketing plans;
(7)bidding or refraining from bidding;
(8) credit conditions or any other terms or conditions of sale;
(9) selection, rejection, or termination of customers or suppliers.

2.4.    Minutes (Protocol)

Official minutes are produced for each meeting under the guidance of SEADMA's staff. They are the official record of the Association (Details see also in: 1. Meetings)

2.5.    Individual Responsibility

It is the responsibility of each SEADMA Member and SEADMA ́s Staff to take individual accountability for compliance with national laws and avoid discussions in any matters outside the scope of SEADMA's mission.


The SEADMA Executive Committee

Singapore, 17. November 2007