Antitrust Compliance Policy

It is and has been the policy of Plumbing Manufacturers International and its members to strictly comply with all laws applicable to Organization activities. Because our Organization’s activities involve cooperative undertakings which conceivably could be viewed critically by antitrust enforcement agencies, it is important to emphasize the unswerving commitment of our members and PMI to full compliance with federal and state antitrust laws. This statement is being distributed as a confirmation and reminder of that long-standing commitment and as a general guide to those antitrust principles which have particular significance to our activities and meetings.

This statement is not a summary of the laws applicable to trade association activity. It is intended only to highlight and emphasize the principal antitrust standards which are relevant to PMI programs. The antitrust laws are stated in general terms, and it is frequently difficult to be certain how those laws may be applied. You are, therefore, encouraged to seek the guidance of Organization Legal Counsel and your own attorneys.

Responsibility for Antitrust Compliance

PMI's structure has been fashioned and its programs are carried out in conformance with antitrust standards. Paramount responsibility for antitrust compliance which includes avoidance of even an appearance of improper activities is yours. Your corporate employer and this Organization depend on your good judgment to avoid all discussions and activities which involve improper subject matter or improper procedures. It is your responsibility to limit your discussions and activities to matters identified on the agenda. Our staff members work conscientiously to avoid subject matter or discussion which may have unintended implications, and counsel for the Organization provides guidance with regard to these matters. It is important for you to realize, however, that the competitive significance of particular conduct and communication probably is most readily evident to you, who are directly involved in the industry.

Antitrust Guides

These guides deal specifically only with the federal antitrust laws which have most direct relevance to your Organization activities; but compliance with the federal laws will normally ensure compliance with state laws. The principal relevant statutes are the Sherman Act, which is enforced primarily by the Antitrust Division of the United States Department of Justice, and the Federal Trade Commission Act, which is enforced by the Bureau of Competition of the Federal Trade Commission. Penalties for violating the antitrust laws are severe. Corporations are subject to heavy fines and injunctive decrees which can have far-ranging impact on corporate activities, and may be liable for substantial damage judgments. Individuals are subject to criminal prosecution, and may be punished by fines and imprisonment. In general, the antitrust laws seek to preserve free and open competition in the United States and in commerce with foreign countries. Competitors may not restrain competition among themselves with reference to the price, the quality or the distribution of their products, and they may not agree or act together to restrict the competitive capabilities or opportunities of other competitors, their supplies, or their customers. In all trade associations you should heed the following guidelines:

Prices

Prices, discounts or other terms of sale must never be discussed at PMI meetings.

Other Competitive Information

Communication or exchange of confidential competitive information of other kinds may also be improper, and PMI imposes safeguards to prevent inappropriate disclosures. For example, when composite statistical information is compiled and published, the Organization reports are made for proper uses and purposes only, and represent an aggregation of historical data from its members; and individual member's data is not disclosed to other members or to those outside the Organization.

Meetings

PMI meetings are carefully structured and monitored. Agendas for all meetings are prepared, approved by legal counsel and circulated in advance. They are carefully followed at the meeting. A PMI staff member attends all PMI meetings and is responsible for preparing the minutes of each meeting. PMI legal counsel attends all Organization membership meetings, Board meetings and other Organization meetings at which sensitive issues are discussed and legal counsel reviews the minutes of all meetings. There are no informal meetings of the Organization or any of its committees. Discussion of legally sensitive matters must never occur outside of formal meetings, such as at social functions, events or otherwise.

Membership and Participation

Membership in PMI is open to all companies who meet the requirements of the Organization's Bylaws. The Organization is constantly seeking to broaden its membership base to include all industry members. Organization meetings are open to all members. Organization publications are available to all members and to non-members for a reasonable charge. Wide membership participation is sought in all PMI programs.

Public Statements

The Organization wishes to insure that its public statements such as those to federal and state government officials made on behalf of the plumbing industry as well as its press releases and public communications are accurate and complete. To this end, it is important that each Organization member insure that member information and data reported to the Organization is accurate and complete. To the extent that the member assists in developing the PMI position, the member should insure that the reported statement complies with the Organization's policy for accuracy and completeness.

Improper Appearances

Compliance with this policy involves not only the avoidance of antitrust violations, but the avoidance of any behavior which might be so construed. Communications or correspondence must never be conducted in a surreptitious manner or contain language which could be misunderstood. Copies of all Organization-related correspondence should be sent to an appropriate staff member. If any question arises about any PMI activity, you should consult your attorney, PMI staff or PMI Legal Counsel.

Conclusion

The Organization will not knowingly be a party to conduct which restricts in any way a member's freedom to make independent decisions in matters that affect competition or otherwise. You have an important responsibility to make sure that our Organization's activities conform to this standard.

Adopted May 1980
Revised and Reaffirmed September 2001