I. EUROFER AND ITS MEMBERS MUST RESPECT THE LAW AND ALWAYS FOLLOW THESE GUIDELINES
EUROFER is an international trade association that enjoys high public visibility throughout the iron and steel sector. EUROFER members account for a large proportion of the world’s production of iron and steel and related products.
EUROFER is therefore committed to respect all applicable laws that relate to its and its members’ conduct. It must in particular strictly comply with European Union (EU) and national competition laws. These Guidelines aim to ensure that nothing done by EUROFER and/or its members raises concerns under competition law. These Guidelines are relevant to every person involved in the activities of EUROFER. It is the obligation of all such persons – all EUROFER members and all EUROFER staff – to be familiar with these guidelines and abide by them at all times.
II. COMPETITION LAW COMPLIANCE IS VERY IMPORTANT: THOSE WHO BREAK THE RULES WILL BE HEAVILY PUNISHED
Competition laws worldwide prohibit any type of cartel, secret conspiracy, agreement, gentlemen’s agreement, arrangement, mutual understanding, concerted practices and any other form of coordination amongst competitors that aims at restricting or results in an appreciable restriction of competition on any market. Caution is therefore needed at any meeting or event where competing companies are present.
Many EUROFER members compete with each other. In addition, since EUROFER is a group of competing companies, its activities could be viewed as concerted conduct. This should not deter members from participating in EUROFER activities. However, great care is needed to ensure the law is respected. EUROFER and all EUROFER members must be sensitive to the competition issues that could arise from EUROFER’s activities. That is why these Guidelines have been drawn up. The Guidelines must always be respected.
If the Guidelines are not respected and serious infringements of competition law take place, those responsible can expect harsh punishment. Breaches of competition rules are punished very severely:
Companies which do not respect EU competition law are regularly fined hundreds of millions of euros (the maximum fine is 10% of worldwide group turnover).
Individuals are regularly sentenced to several years of jail time. The leader in incarceration is the United States. Many other countries are following its lead – for example, the United Kingdom, Ireland and France. A number of individuals are currently serving jail time in Europe.
Illegal agreements will be unenforceable.
Any direct and, sometimes, any indirect customer may bring claims for damages suffered due to infringing activity. Such damages claims are common in the United States and are on the increase within the EU.
III. EUROFER’S OBJECTIVES ARE LEGITIMATE
EUROFER pursues legitimate objectives, including representing its members’ common interests before governments, administrative bodies and the public, conducting research and acting as an expert in its field. It informs its members, governments and the public on international developments and statistics relating to the steel and iron industry. EUROFER acts in the public interest by allowing its membership to speak with one voice on technical, regulatory and environmental issues. It is recognised that presenting position papers and representing its members before governmental bodies, antitrust agencies and the public constitute a fundamental mission of trade associations and are consistent with competition laws.
These Guidelines aim to ensure EUROFER’s actions always remain on the right side of the line, i.e. that its activities are always legitimate.
IV. EUROFER DOES NOT ADOPT POSITIONS ON COMPETITIVELY SENSITIVE TOPICS – MEMBERS DECIDE THESE TOPICS ON THEIR OWN
EUROFER only aims at educating its members and others on the facts and statistics relating to the iron and steel industry. EUROFER will never adopt any decisions, “recommendations” or disguised inferences on competitively sensitive topics, especially related to members’ future competitive conduct. Members should always make their own unilateral educated decisions, whether on the basis of information provided by EUROFER or on the basis of information from other sources.
V. AVOID MISINTERPRETATION AND AVOID UNNECESSARY PROBLEMS
EUROFER seeks to avoid and urges its members to avoid any language that could be misinterpreted. Past cases show that ill-advised statements or unclear notes or documents can be misconstrued by competition enforcement agencies as reflecting collusion. Such statements can put trade associations at risk of being prosecuted no matter what the underlying reality is. This could apply to EUROFER despite its strong commitment to competition law compliance. Any comment, note, email or other type of correspondence should be carefully reviewed from this perspective before being made by any member.
VI. LEGITIMATE SHARING OF STATISTICAL DATA
EUROFER undertakes market research. It collects, distributes and publishes useful statistical data from and to its members.
Certain types of information sharing may raise competition concerns. The exchange of information on companies’ intentions or their individual data as to future prices or quantities is particularly likely to raise serious competition concerns. No such discussions should ever take place in a EUROFER context.
By contrast, competition laws also acknowledge that the collection and distribution of statistical data by trade associations is legitimate provided that strict safeguards are complied with. Exchange of information amongst members may not relate to individual market data usually considered as confidential (such as capacity utilisation, production and deliveries, bookings, prices, costs, stocks, customer relations, market shares) where the exchange is of current data. Current data may only be disclosed in aggregated form in such a way that aggregated figures always relate to at least three operators. Individual data of members may only be disclosed 12 months after the reporting month. Exchange of statistical data and forecasts complying with these safeguards are unlikely to cause competitive harm. No other information exchange is allowed within EUROFER.
VII. COMMITTEES MUST REMAIN ON THE SAFE SIDE OF THE LINE
The establishment of committees within EUROFER is considered legitimate by competition laws, so long as their activities do not go beyond general information exchange and discussion of market developments. All EUROFER committees should avoid any type of conduct that would have the purpose or the effect of restricting competition on the market.
In particular, discussions within committees must not amount to, nor lead to, coordination with regard to any of the following: prices; any component of price or other factors with price relevance; market share; production, output or delivery quotas; capacity utilisation; sharing of geographical markets, customers or customer groups; investments or closures; or production programmes. Discussions related to these topics are not permitted, regardless of the underlying motive.
VIII. COMPLIANCE BY MEMBERS AND STAFF
EUROFER is not responsible for competition law infringements of its members. EUROFER will never support, assist or get involved in any such conduct by members. EUROFER strives to ensure that no meetings of members organised or supported by EUROFER are ever used by members to discuss or coordinate future market behaviour resulting in a restriction of competition. More generally, the platform offered by EUROFER to its members should not be misused for activities prohibited by competition law.
The presence of a EUROFER representative is therefore essential during EUROFER meetings. No EUROFER committee meetings are permitted without the presence of a EUROFER representative.
A written invitation must be sent together with a detailed agenda to participants at each EUROFER meeting. Discussions during meetings should reflect the agenda. Minutes of each meeting should be drafted accurately and comprehensively to reflect the discussions that took place at the meeting.
EUROFER representatives as well as chairpersons and anyone attending EUROFER meetings are under a duty to ensure strict adherence to the competition rules. At all meetings, the EUROFER representative and the chairperson must recognise situations where competition issues may arise. They must immediately react to potentially inappropriate discussions by giving suitable guidance (i.e. indicating that such discussion is not appropriate in EUROFER meetings) and by bringing the potentially illegal behaviour immediately to an end. Where this cannot be achieved, the EUROFER representative should leave and the chairperson must end the meeting. This must be recorded in the minutes of the meeting concerned.
IX. SOCIAL GATHERINGS
History tells us that social gatherings attended by competitors present a risk under competition law. There are many European Commission decisions imposing fines on companies that broke the competition rules which describe illegal conduct that took place at social gatherings. It is therefore crucial that EUROFER members and staff respect competition law during social gatherings just like at formal meetings.
These Guidelines must be followed at all social events organized by EUROFER. For social events not organised by EUROFER, the responsibility to respect competition law lies with the companies and individuals concerned. EUROFER does, however, strongly urge all individuals concerned to respect these Guidelines, which represent best practice, at all times.
X. FINAL MESSAGE
Nothing in these Guidelines are intended to discourage membership of or participation at EUROFER. The opposite is true. EUROFER has adopted these Guidelines in order that its members can feel comfortable lawfully attending meetings and sharing legitimate concerns and information in a carefully regulated environment.
Please do feel free to ask questions about the scope and application of these Guidelines. Do not be shy - it is better to ask if you have a query rather than run the risk that you may be engaging in inappropriate conduct due to a lack of knowledge. Every question you ask helps us ensure that EUROFER’s activities are conducted in compliance with the law.