Competition Law Global Policy - Coorpacademy

1 Competition Law Global Policy 1 Competition Law Global Policy May 2013 Competition Law Global Policy 2 Introduction Commitment to antitrust rules in an integral part of the Schneider Electric s Policy of strict adherence to the laws of the countries it does business in. These laws are not always easily understood, however, failure to comply with them may expose Schneider Electric and, as the case may be, the concerned employee to civil, administrative, and in some countries even criminal liability. Although some offenses are clearly defined, the question whether a particular action is an antitrust violation may be difficult to answer without legal guidance. Schneider Electric expects all employees not only to follow the law s clear prohibitions as set forth in this statement, but also to recognize when it is appropriate to seek antitrust advice from legal counsel before proceeding.

2 To assist in identifying situations that might give rise to antitrust questions, the Schneider Electric Legal Function has attorneys available to respond to individual questions regarding antitrust laws (Schneider Electric s attorneys). Each employee shall bear the responsibility of following instructions and complying with procedures promulgated by Schneider Electric. In situations involving any doubt, each employee shall bear the responsibility of obtaining and being guided by the advice of one of Schneider Electric s attorneys. Schneider Electric expects all employees to recognize when it is appropriate to seek antitrust advice from Schneider Electric s attorneys before proceeding. Competition Law Global Policy 3 Cartel Activity Prohibited No employee shall enter into or attempt to enter into any understanding, agreement, plan or arrangement or other form of cooperation (whether it is written or oral, formal or informal, express or implied).

3 With any Competitor In regard to prices, discounts, terms or conditions of sale, distribution, production, costs of manufacture or transportation, territories, customers, supplies, bidding activity, dealing or refusing to deal with any actual or potential customer(s) or supplier(s), restricting the procurement of new technologies and new equipment or restricting the development of new technologies and new products, to the extent such understanding, agreement, plan or arrangement may have the object or effect of preventing, restricting or distorting Competition on the relevant market(s) With any Customer Refraining or limiting the customer s ability to deal with competitors of Schneider Electric or, Imposing on the customer an obligation to buy one product as a precondition to purchasing another without first having it approved by a Schneider Electric s attorney.

4 Competition Law Global Policy 4 Competitive Business Information No employee shall exchange or discuss with a competitor any competitive business information including data on prices, production schedules or conditions of sale, except: When the conduct or discussion is relevant or necessary to a bona fide prospective or existing buyer-seller relationship with that competitor, or After a Schneider Electric s attorney has advised that the contemplated conduct or discussion is proper because there is no reasonable basis for interring a violation of the antitrust laws. Reciprocal Trade Practices No employee shall engage in reciprocal trade practices of any kind without first having such actions approved in advance by a Schneider Electric s attorney, including the following: Trade relations programs involving reciprocal purchasing agreements; or Purchasing or agreeing to purchase goods or services for Schneider Electric from an actual or potential supplier on the condition or understanding that such purchases will be based upon the Schneider Electric s sales to such supplier.

5 Or Selling or agreeing to sell goods or services to any actual or potential customer on the condition or understanding that such sales will be based upon the Schneider Electric s purchases from that customer, or Soliciting bids for capital expenditures from or awarding job placements to any contractor or supplier on the condition or understanding that such solicitation or award will be based upon sales to such contractor or supplier by Schneider Electric. Competition Law Global Policy 5 Price Discrimination Where prohibited by local laws, which is often the case when Schneider Electric is in a dominant position (see Chapter Abuse of Dominant Position below) on the relevant market segment, no employee shall cause Schneider Electric to discriminate among customers of the same class or category as to prices charged for goods of like grade and quality, or in the provision of promotional services and allowances, except under circumstances allowed by law, such as price differentials duly justified by cost savings or meeting Competition , or differentials resulting from the Schneider Electric s existing promotional programs which have been reviewed by a Schneider Electric s attorney.

6 No employee shall initiate any material alteration or modification of the Schneider Electric s existing marketing and promotional programs without first having such alteration or modification approved by a Schneider Electric s attorney. Generally prohibited actions or engagements In some geographies, and in particular in the EU, some commercial practices or behaviour might be prohibited by antitrust rules whatever the Schneider Electric s market share could be, such as for instance: Agreeing reselling price with a reseller or distributor, Entering into product-swap arrangements with a competitor, Requiring a distributor neither to resell the product for export to another EU country nor sell it himself to a customer that is domiciled in another EU country. No employee shall take any action or engage in any conduct on behalf of Schneider Electric which, in the opinion of Schneider Electric s attorneys (as communicated to him or of which he should reasonably be aware), violates applicable antitrust laws or the terms of any applicable court decree under which we may be operating.

7 Competition Law Global Policy 6 Abuse of Dominant Position Prohibited Where Schneider Electric has a significant market power with respect to a specific geographic region or market for a given offer (whether it is for products, services, equipment, software, or whatever Schneider Electric may offer for sale), The antitrust laws may impose more rigorous standards of conduct on Schneider Electric. Many countries (such as in particular EU member states and the ) have laws prohibiting the abuse of a dominant position, also called an attempt to monopolize. In such cases, actions that could be interpreted as intended to exclude, destroy or harm Competition could be illegal. This would include: Sales at unreasonably low prices or below cost or refusals to deal with distributors, end users or other buyers including actual or potential competitors, Price discrimination as stated in the above chapter Price Discrimination , Entering into exclusive distribution agreements.

8 In all cases where a dominant position may exist, Schneider Electric s attorneys shall be consulted before any exclusionary actions are undertaken. Competition Law Global Policy 7 Responsibility of Deployment It shall be the duty of all management personnel to ensure that this Policy is known and adhered to within the area of their Support As the legislation may vary from region to region, please refer to Our Principles of Responsibility Intranet to find the name of your legal contact within Schneider Electric Legal Department of your region, in case of any query relating to the legality of any contemplated activity, interpretation of this Policy and its attachment, or relevant antitrust laws and regulations in your region. Subject Antitrust Laws Issue Date December 1, 2012 Policy Owner Legal Department Nicole Sourgens, Steve Litchfield.

9 Supersedes All Previous Policies Review Date Purpose Statement of Schneider Electric and its entities. Scope All employees of Schneider Electric and its entities (hereafter, the Company ). Disclaimer Nothing in this Policy is intended to create an employment contract and does not in any way alter the status of the Company employees. The Company reserves the right to change this Policy at any time, with or without warning to employees, and for any reason. 8 Schneider Electric SA 35, rue Joseph Monier CS 30323 F-92506 Rueil-Malmaison Cedex (France) Phone: + 33 (0)1 41 29 70 00 Fax : + 33 (0)1 41 29 71 00 Incorporated in France with issued capital of 2,221,668,056 Listed on the Euronext Paris Market Registered in Nanterre, RCS 542 048 574 Siret 048 574 01791