Competition Law Compliance Policy
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Risk Leadership Network is operated by Gambit Media Limited. Gambit Media Limited’s company registration number is 12155167 and its registered office address is Jubilee House, 92 Lincoln Road, Peterborough, England, PE1 2SN.
1. Introduction
1.1 Competition benefits both businesses and consumers. It shows companies where they need to improve; encourages organisations to strive for greater efficiency, become more innovative, more productive, and ultimately be better businesses.
1.2 We run our business with integrity and in an honest and ethical manner. All of us must work together to ensure it remains strictly within the boundaries of competition law.
1.3 This policy is a crucial element of that effort. It has the full support of the Gambit Media Ltd board. It sets out the steps all of us must take to comply with competition law in our business.
2. What is competition law and how does it affect us?
2.1 Competition law is designed to protect businesses and consumers from anti-competitive behaviour, and safeguard effective competition. All businesses must comply with competition law and there can be serious consequences for businesses and individuals, including directors, for non-compliance. These can include heavy fines, prison sentences, director disqualifications and reputational damage.
3. Our approach
3.1 Gambit Media Limited is committed to complying with competition law.
3.2 We conduct our business to the highest legal and ethical standards and will not tolerate any infringement of competition law. Such behaviour would simply be illegal, damage our reputation and expose us, and our staff and representatives, including you personally, to the risk of very significant fines and possibly imprisonment.
3.3 We do not tolerate any breach of competition law (as we would not tolerate any other breach of applicable rules and laws).
4. When is it an issue?
4.1 Competition law may become an issue for our organisation in three main contexts:
4.1.1 cartels—are usually based on horizontal arrangements where two or more businesses agree, whether in writing or otherwise, not to compete with each other. Cartels are the most serious type of anti-competitive agreements. They include agreements to:
- (a) fix prices;
- (b) engage in bid-rigging;
- (c) limit production; and
- (d) share customers or markets.
A cartel may also arise where there is a unilateral exchange of information or when businesses disclose or exchange commercially-sensitive information. In this context, the key issue is whether the disclosure or exchange of information substantially reduces uncertainty around the company’s future commercial behaviour in the marketplace.
4.1.2 other anti-competitive agreements—other agreements that could be anti-competitive, whether in writing or otherwise, include:
- (a) horizontal agreements—agreements for co-operation between two or more competing businesses operating at the same level in the market (eg joint selling or joint purchasing with competitors; standard setting); and
- (b) vertical agreements—agreements between companies operating at different levels of the production or distribution chain (eg between supplier and retailer or manufacturer and distributor).
4.1.3 abuse of a dominant position—where an organisation enjoys substantial market power over a period of time, it may be in a dominant position. It is often unclear whether an organisation is ‘dominant’ for the purposes of competition law. Dominance does not necessarily entail having a majority share of the market, but a company with a share of 50% will typically be presumed dominant. Whether a company is dominant has to be assessed and established on a case-by-case basis, taking into account a range of different issues, none of which are likely on their own to be decisive [Even though Gambit Media Ltd is unlikely to hold a dominant position, we may still be at risk of being adversely affected by abuse of dominant position by others (eg suppliers or competitors) so we should remain vigilant of the signs—see section 5 OR In case we were to have comparatively strong position in a certain market, we must ensure that we understand our special responsibility not to impair genuine undistorted competition].
5. Recognising anti-competitive behaviour
5.1 The following table sets out examples of behaviour that should raise a ‘red flag’ within our organisation.
|
Category of conduct |
‘Red flags’/Relevant behaviour |
|
|
Cartel behaviour |
Any attempt to fix prices. Any attempt to engage in bid-rigging. Any attempt to limit production. Any attempt to share customers or markets. Any attempt to standardise products (while product standardisation can be pro-competitive, it can in some instances also be classified as anti-competitive if, for example, the standards are only available to certain competitors). Attendance of trade association meetings (while attending meetings of trade or industry associations can be entirely legal and serve pro-competitive purposes, they can also provide opportunities for competitors to exchange competitively-sensitive information or engage in other anti-competitive conduct). |
|
|
Behaviour indicative of an abuse of dominance |
Refusal to supply without objective justification. Price discrimination (eg offering different prices or terms to similar customers without objective justification). Granting of non-cost-justified rebates or discounts to customers (eg to reward them for a particular form of purchasing behaviour or for accepting exclusivity provisions). Tying or bundling (eg by forcing customers wishing to purchase one product to purchase a different one in addition). Predatory pricing (eg by charging prices so low that they do not cover the costs of the products or services sold). Refusal to grant access to facilities that are essential for other competitors. |
|
|
Other anti-competitive behaviour |
Any agreement influencing the price at which the purchaser can resell the products (so-called retail price maintenance—RPM). Any agreements containing territorial and customer restrictions. Any agreements containing exclusivity provisions. |
6. Risk assessment
6.1 We aim to ensure our competition law compliance procedures are adequate and in line with the risks we face.
6.2 We have assessed the risk of our organisation breaching competition law. This competition law compliance policy has been developed in response to the results of that risk assessment. Where necessary, we will review our risk assessment and make appropriate changes to this policy.
7. Contact with competitors
7.1 Sometimes it is essential to meet or otherwise come into contact with a competitor, but such events are inherently high-risk from a competition law point of view.
7.2 You must undertake a risk assessment before any planned meeting with competitors, to identify the sensitivity of information that may be exchanged as a result of the meeting—eg information you are not allowed to share with a competitor such as future pricing decisions.
7.3 You must complete a preparing for a meeting with competitors checklist in advance of the meeting and submit it to the executive directors of Gambit Media Ltd.
Any planned meeting with a competitor should be carefully minuted. Agendas making clear the meeting’s purpose (which obviously should not be anti-competitive) should be agreed and circulated in advance of the meeting.
7.4 You must read out our competition law statement at the start of the meeting and note it as a minute.
7.5 You must inform the executive directors of Gambit Media Ltd of all meetings with competitors as far in advance as possible before the meeting takes place.
7.6 Trade associations
7.6.1 Industry associations can serve useful, pro-competitive purposes but there is also a high risk of encountering a competition law issue in the context of trade associations.
7.6.2 You must avoid discussing sensitive business topics with competitors in the context of trade associations. This includes conversations with competitors during formal trade association meetings, related social events and casual encounters before or after trade association meetings or social events.
7.6.3 You must inform the executive directors of Gambit Media Ltd if you are joining a trade association or attending events where you may meet with competitors.
7.7 Gathering competitive intelligence
7.7.1 Knowing our industry and competitors is beneficial to business success, but the risk of encountering a competition law issue when conducting this sort of activity is high.
7.7.2 You must ensure you stay within the boundaries of competition law when you gather information on competitors’ activities, products or services.
7.8 Sensitive information
7.8.1 Pricing or other commercially-sensitive information could be received via customers and/or through general market intelligence and other third parties.
7.8.2 You must inform the executive directors of Gambit Media Ltd if you receive or disclose commercially-sensitive information from/with third parties or are asked to do so.
7.8.3 Gambit Media Ltd will assess whether these exchanges could be problematic from a competition law perspective and determine the appropriate steps to take.
8. Records
8.1 It is important that we keep full and accurate records of all our dealings with competitors. This includes records of:
8.1.1 our meetings with competitors;
8.1.2 staff involvement in trade associations; and
8.1.3 events attended by staff where competitors are present.
9. Overall responsibility for this policy
9.1 The executive directors have overall responsibility for this policy. They are responsible for ensuring this policy is adhered to by all staff.
10. Your responsibilities
10.1 Everyone in the organisation is responsible for:
10.1.1 reading and being aware of the contents of this policy;
10.1.2 not breaching competition law;
10.1.3 complying with this policy; and
10.1.4 reporting cases where you know, or suspect that competition law has been breached or is likely to be breached.
11. Reporting concerns
11.1 Each of us has a responsibility to speak out if we discover anything corrupt or otherwise improper occurring in relation to our business. We cannot maintain our integrity unless we do this. If you discover or suspect a competition law compliance breach, whether by:
11.1.1 you;
11.1.2 another staff member;
11.1.3 a third party who represents us;
11.1.4 one of our suppliers or competitors; or
11.1.5 anyone else—perhaps even a customer.
11.2 You can do this anonymously.
You must make your report as soon as reasonably practicable. You may be required to explain any delays.
12. Training and awareness
12.1 All staff will receive training on this and related policies. New joiners will receive training as part of the induction process. Further training will be provided at least every two years or whenever there is a substantial change in the law or our policy and procedure.
13. Monitoring and review
13.1 The executive directors have overall responsibility for this policy. They will monitor it regularly to make sure it is being adhered to. The executive directors will report regularly to the Gambit Media Ltd board on compliance with this policy.
14. Consequences of failing to comply
14.1 We take compliance with competition law and with this policy very seriously.
14.2 Failure to comply puts both you and the business at risk.
14.3 You may commit a criminal offence if you fail to comply with this policy. Competition law carries severe penalties.
14.4 Because of the importance of this policy, failure to comply with any requirement may lead to disciplinary action under our procedures, and this action may result in dismissal for gross misconduct.
15. Further information
15.1 If you have any questions or concerns about anything in this policy, do not hesitate to contact the executive directors of Gambit Media Ltd.