Antitrust

What is antitrust law?

• Antitrust law protects free, effective, and undistorted competition for the benefit of consumers, businesses, and society as a whole;
• Antitrust law prohibits agreements between companies that restrict competition, such as price fixing, market or customer allocation, market division, or bid rigging with competitors or resale price maintenance;
• Antitrust law also prohibits a dominant company (see Note below regarding Brazil; in other countries generally: > 30-50% market share) from abusing its market power.

Note: In Brazil, a dominant position is automatically presumed if a company or group of companies has a 20% or greater share in the relevant market or can unilaterally or coordinately change market conditions. The percentage can be changed to more or less for specific sectors of the economy.

Why is it important to comply with antitrust laws?

• You could go to prison for antitrust violations: increasing number of countries worldwide with prison sentences - average prison sentence in the US in 2010-2018: 19 months;
• Fines for companies in Europe of up to one billion Euros - increasing fines in more and more countries (> 140 competition authorities worldwide);
• Exclusion of the company from public tenders;
• Private damage actions against the company and you;
• Reputational damage;
• Disciplinary sanctions.

What does Siemens expects from its employees?

• Do not talk to competitors unless (1) you have a clear, strong, and justifiable business reason, and (2) you can be sure that there are no antitrust issues. If you have doubts, seek guidance from Legal or Compliance first and produce a written record of the conversation.

  In meetings, bring a legal representative if deemed necessary.

• You must always follow all applicable antitrust rules. This includes respecting Do’s and Don'ts.

  In case of doubt, contact Legal or Compliance.

• All (possible) violations of antitrust law must be reported! You can use any of the following options: managers, legal, compliance, "Tell Us", Siemens-Ombudsman.

Antitrust Quick Guide

The following "Do's and Don'ts" will help you do the right thing:

Do's

• Consult Legal or Compliance to assess the legality of any contacts with competitors (before initiating these contacts).
• If a business partner suggests certain conduct or provides information or documents that raise antitrust concerns, end the discussion immediately and inform your business partner that you cannot continue the discussion. Prepare a report of the conversation and immediately inform Legal or Compliance.
• If you receive documents or information that raise antitrust concerns, speak with Legal or Compliance and return the documents.
• Only participate in trade association meetings if a written invitation and agenda have been provided, trade association representatives are present, and minutes are taken.
• In case of an antitrust-related search and seizure, you must immediately contact Legal or Compliance (in your region, as well as LC M&A CMP and LC CO IR at headquarters).
• Ask Legal to evaluate the following cooperation projects between companies that may restrict competition:
• Consortia;
• Joint research and development;
• Specialization / joint production;
• Standardization;
• Joint purchasing;
• Exclusive distribution / exclusive purchase;
• Market information systems / benchmarking;
• Exclusivity agreements and territorial restrictions in distribution and licensing contracts.
• Speak with Legal or Compliance in case of doubt about any conduct.

Don'ts

• Do not talk to competitors, especially in seemingly informal settings, unless (1) you have a clear, strong, and justifiable business reason, and (2) you can be sure that there are no antitrust issues (consult Legal or Compliance, see contact details).
• Even if you have a coherent reason to be in contact with a competitor, do not talk about:
• Prices, price components, or other conditions;
• Customer, market, or territory allocation;
• Orders and order volume;
• Capacities, production numbers, or quotas;
• Corporate strategies, intended future market behavior, for example, sales strategies, current or future product development, investments, boycotts;
• Offers or project proposals, as well as conduct during proposals or the practice of cover pricing.
• Do not talk to customers, distributors, or suppliers about:
• Complying with minimum resale prices. On the other hand, it is permitted to make non-binding recommendations, i.e., recommend resale prices, without pressure or incentives.

  It is also permitted to set maximum resale prices;

• Blocking exports or reimports.
• Where Siemens has a potential dominant market position (in Brazil: 20% or higher; in other countries, generally: >30-50% market share), the following activities should not be carried out without first consulting Legal (LC M&A CMP):
  • Exclusivity agreements or loyalty discounts;
  • Excessive or predatory pricing;
  • Tying a product in which Siemens has a strong market position with another product;
  • Discrimination (without objective justification, such as different prices for end customers based on volume discounts);

Refusal to supply or license (without objective justification).