Competition Law Policy - GKN

Statement of Policy
Competition Law Policy
In pursuit of GKN’s Values to act with integrity at all times and to comply with the
regulatory framework wherever it operates, GKN’s policy is to educate and train its
employees to help them understand applicable competition laws, avoid infringements and
utilise the exceptions, exemptions and other protections which are available.
> General Principles
All GKN companies must ensure that:
1. appropriate employees attend Divisional and/or company training programmes;
2. programmes are developed for continuing education and training of existing company
employees and new recruits;
3. in conjunction with the company’s local legal advisers, developments in the applicable
law are included as part of the continuing programme of education and training; and
4. competition guidelines and compliance programmes issued by GKN are adhered to.
> Practice
The following is a list of items to be covered in the education and training programmes
and is not exhaustive. It is the responsibility of those charged with developing the
programmes to ensure that they are tailored to the business requirements and local
circumstances and conditions of the employees who participate in them.
1. Permitted and Prohibited Conduct
While conduct which is prohibited by the competition laws must be brought to the
attention of the employees concerned, the focus should be on conduct which is
permitted and on how to structure transactions within the law, utilising exceptions,
exemptions and other protections which are available.
There should be modules on:
• responses to competitors
• dealing with customers
• dealing with suppliers.
2. The Need for Expert Advice and Assistance
Competition law is complex and all programmes should include guidance on where
expert help can be obtained (whether from internal resources (for example, the GKN
Group Legal Department or Divisional legal staff) or external resources (for example,
GKN Panel lawyers or other lawyers recommended by GKN Group Legal
Department)).
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3. The Need for Regulatory Clearances under Competition Law
Acquisitions, divestments and entering into joint ventures may give rise to the need
for notifications to regulatory bodies and/or regulatory clearances under competition
law. This is particularly relevant given the size and importance of the GKN Group
and its market position in certain sectors and geographical regions. Often these
notices or clearances are required before the acquisition or divestment takes place or
the joint venture is established. Obtaining a clearance may take several weeks or
even months. The failure to obtain the necessary clearances for a transaction could
result not only in heavy fines but also a requirement to divest the acquired enterprise.
Relevant managers should be educated in the basic requirements of the merger
control regimes which apply to the countries in which they do business so that in the
early stages of any proposed acquisition, divestment or joint venture, they may seek
advice and assistance in relation to any necessary notifications or applications for
regulatory clearances.
4. Internal Papers (for example, business cases and applications for Board
approval)
Relevant managers should be advised of requirements, in certain circumstances, to
disclose internal and external studies, reports and analyses of transactions and
relevant markets (including papers submitted to the GKN Board) when seeking
regulatory clearances or when subject to investigation by regulatory authorities. The
managers should be made aware of the proper way to prepare such documents and
the need to take advice to ensure that they do not include anything which may give
the appearance of anti-competitive reasons for the transaction.
5. Dealing with investigations by regulatory authorities
Employees should be advised of the powers of the regulatory authorities to make onthe-spot
and other investigations and what to do in these situations.
6. How to deal with alleged infringements and infringers
Employees should be advised how to handle allegations of infringement and
minimise the risk of fines and other penalties. In addition, guidance should be given
on how to challenge third parties who are operating outside of the rules to the
detriment of GKN.
7. Information on the fines and other penalties that may be imposed by
competition laws
Employees should be made aware that unlawful anti-competitive practices may result
in the Group paying substantial fines (fines under EC law may be as high as 10% of
the Group’s worldwide turnover) and that individuals may face personal fines and
even imprisonment.
> Written Guidelines and Compliance Programmes
Divisions and/or individual companies must ensure adherence to competition compliance
guidelines and programmes issued by GKN and ensure that they are circulated to all
relevant employees.
This Policy must be read in conjunction with the GKN Code, any written guidelines and
compliance programmes, the other GKN Policies and the requirements regarding their
implementation.
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