COMPETITION ACT COMPLIANCE POLICY AND GUIDELINES
The CLIEDIS Board of Directors has adopted the following policy to ensure that all activities of the Association operate in compliance with the Competition Act (the “Act”).
It is CLIEDIS’ policy to comply with the Act in letter and spirit. This policy applies to all members of CLIEDIS and contractors of CLIEDIS.
The Competition Act is a federal law governing most business conduct in Canada. It contains both criminal and civil provisions aimed at preventing anti-competitive practices in the marketplace. Its purpose is to maintain and encourage competition in Canada in order to:
- promote the efficiency and adaptability of the Canadian economy
- expand opportunities for Canadian participation in world markets while at the same time recognizing the role of foreign competition in Canada
- ensure that small and medium-sized enterprises have an equitable opportunity to participate in the Canadian economy
- provide consumers with competitive prices and product choices.
Trade associations, such as CLIEDIS, are legitimate forums for cooperation among competitors. Trade associations’ activities generally do not raise issues under the Act and they perform many beneficial functions for their members, including lobbying policy makers, government relations, public education, joint promotion of the industry, standards setting, etc. However, the very nature of associations, especially those that bring together competitors, creates a risk that they could be used, directly or indirectly, as a vehicle for anti-competitive activities. In particular, trade associations could be used to assist in the implementation of anti-competitive agreements and other collective actions that raise competition law issues.
Of greatest concern is where an association provides a forum for competitors to agree on competitively sensitive matters. Trade association activities on subjects such as pricing, customers, territories, market shares, terms of sales and advertising restrictions can lead to anti-competitive behaviour and can raise concerns under the Act. For these reasons, members and their representatives on CLIEDIS committees must be aware of the application of competition law and potential risks relating to their (and the CLIEDIS’s) activities and must therefore be careful to avoid conduct which could be in violation of the Act.
As a trade association, CLIEDIS’s activities are distinct from the business of CLIEDIS members, who also have their own responsibilities for ensuring compliance with the Act.
The following guidelines are provided to CLIEDIS members to help ensure that meetings and activities of CLIEDIS members do not lead to breaches of the Act. These guidelines apply at both formal and informal meetings. Please keep in mind that the Act is complex, and these guidelines do not cover all contingencies. Please consult legal counsel if you have questions about the Act or these guidelines.
- Seek or accept, discuss or exchange commercially sensitive information with competitors or potential competitors (defined widely) concerning matters such as:
- Fixing, maintaining, increasing or controlling the price of a product or service.
- Allocating sales, territories, customers or markets.
- Output restrictions regarding fixing, maintaining, controlling, preventing, lessening or eliminating the supply of a product or service.
- Obtain a copy of the agenda prior to participating in a CLIEDIS meeting.
- Keep minutes of the meetings which clearly indicate the participants and the matters discussed and which follow the agenda of the meeting.
- Confine discussions to the immediate subjects for which the meeting was convened.
- Review the minutes provided by CLIEDIS and report any mistakes.
- Be alert to discussions that may raise competition law concerns. If improper discussions arise, members should voice their concerns, and if necessary leave the meeting and have their departure noted for the minutes and report the incident to CLIEDIS.
- Seek legal advice if a particular situation gives rise to competition law concerns or questions – even silence can be construed as approval.
- Seek legal advice before discussing potentially sensitive competition issues.
These guidelines are published as of January 26, 2017.