INTRODUCTION AND PURPOSE
The Carlsberg Group supports vigorous but fair competition. We believe in succeeding through the quality of our products and people, never through business practices that infringe competition laws (also known as anti-trust or anti-monopoly laws). Certain activities, such as price-fixing agreements between competitors, always infringe these rules. Many other activities, such as certain restrictive supply/distribution agreements or abuse of dominant position, can also infringe these rules. Failure to comply with competition rules can result in criminal and civil penalties for both the Carlsberg Group and our employees as well as significant disruption to business and harm to the Group’s reputation. Violations of the Competition Compliance Manual will result in disciplinary action, up to and including termination of employment. This policy sets out the overall framework for compliance with relevant competition laws. In order to ensure due compliance, our employees must have an adequate knowledge of competition law. A key requirement of this policy is that relevant employees must familiarise themselves with the Competition Compliance Manual in order to be able to identify situations where competition law issues might arise. The policy also sets out reporting requirements in relation to competition law.
This policy applies globally to the management, employees and contract workers of all entities in the Carlsberg Group. The policy is specifically relevant for all senior management as well as individuals who: a) are responsible for pricing and marketing plans; b) are responsible for monitoring competitors’ activities; c) attend trade association meetings; d) are in regular contact with customers; e) have contact with competitors; or f) deal with suppliers. Where the Carlsberg Group participates in existing joint ventures as a noncontrolling shareholder, the other shareholder(s) shall be made specifically aware about the significance to Carlsberg of the policy and shall be encouraged to apply the same policy or a similar standard to the joint venture. For contemplated new minority joint venture cooperations, Carlsberg shall strive to commit the other shareholder(s) to adopt the policy or a similar standard for the joint venture.
1. KNOWLEDGE OF COMPETITION LAW
1.1. Relevant employees are obliged to establish and maintain relevant knowledge of competition law, as applicable in the markets in which we operate, by attending competition law training sessions at least every two years and by reading and understanding the Competition Compliance Manual.
1.2. The Competition Compliance Manual gives guidance on how and how not to do business on behalf of the Carlsberg Group in order to be compliant with competition law. For instance, it highlights that:
1.3. Further details on what is allowed and what is not allowed can be found in the Competition Compliance Manual, which is mandatory reading for all relevant employees.
2. COMPETITION LAW PROGRAMME
2.1. Managing Directors, together with local legal counsels, have overall responsibility for ensuring that the Competition Compliance Programme is implemented at local level and that all relevant employees are informed of the applicable rules. The same responsibility lies with function heads at Corporate Office (in conjunction with the Head of Competition Law). More specifically, this responsibility entails the following:
3. REPORTING OBLIGATIONS
The following reporting obligations are mandatory and must be followed by all employees, including the local legal counsels:
3.1. All employees must immediately inform the Head of Competition Law and the General Counsel of all actual or potential competition law infringements and complaints of which they become aware.
3.2. The Head of Competition Law must be informed in a timely manner about all merger & acquisition transactions (including acquisitions/ divestitures of minority shares) and joint ventures to enable merger notification screening.
3.3. The Head of Competition Law must be informed in a timely manner about all inquiries, whether verbal or written, from a competition authority.
3.4. All employees must seek timely advice from local legal counsels or the Head of Competition Law if they have any questions or concerns relating to competition law.
4. DAWN RAID
4.1. Each market must be prepared for a dawn raid. As a minimum, each office must have the dawn raid instruction, which is annexed to the Competition Compliance Manual, updated and available at reception and, on a biyearly basis, train the reception staff.