See IMAA Anti-trust Policy Document

IMAA Policy Concerning

Antitrust Compliance Policies and Procedures Adopted 11-17-05

The Indiana Mineral Aggregates Association (IMAA or Association hereafter) is committed to full compliance with the letter and spirit of federal and state antitrust and trade regulation laws, as stated in Article 3 of the Association’s Bylaws. The Association, its Officers, Directors, Staff, and Members shall, at all times, avoid discussions and actions which may be construed in any way to restrict competition.

Through its seminars, educational courses, publications, Committee meetings, and other activities, the Association brings together representatives of competitors throughout the industry. The subject matters of Association activities are normally technical or educational in nature. The Board of Directors nevertheless recognizes the remote possibility that the Association and its activities can be abused and be seen by those ignorant of or determined to violate the law as providing an opportunity for anticompetitive conduct. No effort or intent to restrain competition or violate our laws can or should be tolerated. The Board, through this statement of policy, states its unequivocal support for the policy of competition served by the antitrust laws and uncompromising intent as individual companies as an Association to comply strictly in all aspects with those laws governing competitive activities.

All meetings of the Association, whether membership, Board, Committee or of any other type, shall be conducted in accordance with this Policy and the attached Checklist for IMAA meetings. Meetings shall be conducted as though they were open to the public. All meetings shall be held pursuant to advance notice and written agenda. In informal discussions at the site of an Association meeting, all Members are expected to observe the same standards of conduct as are required by this Association Antitrust Policy Statement. Informal rump sessions called to discuss competitively sensitive issues are never permitted.

It is a violation of the antitrust laws to agree not to compete. Therefore, discussions about dividing territories or customers or limiting the nature of business carried on or products sold are not permitted. Similarly, discussions or sharing information about current prices, current price levels, or current price trends are prohibited. And, no discussion is permitted of any element of a company’s operations which might influence price such as (a) costs of operations, supplies, labor or services, (b) allowances or discounts, (c) terms of sale, including credit and warranty arrangements, (d) profit margins and markups, and (e) capacity reductions or expansions, or production quotas or other limitations on either the timing, costs or volume of production.

Boycotts in any form are unlawful. Consequently, any discussion – no matter how fleeting – about blacklisting or circulating unfavorable reports about particular companies, including their financial situation, is prohibited. Nor shall there be any discussion which might be construed as an attempt to prevent any person or business entity from gaining access to any market or customer for goods or services, or to prevent any business entity from obtaining a supply of goods or otherwise purchasing goods or services freely in the market.

Participants at all Association-sponsored meetings are reminded that they are not bound by opinions expressed or conclusions reached at those meetings. Nor is any Member bound to conduct its business in accordance with any Association policy or proposed practice if such policy or practice might, in any way, be construed as adversely affecting competition. Speakers at Association meetings shall be informed of the need to comply with the Association’s antitrust policy in the preparation and presentation of their talks.

When discussion borders on an area of antitrust sensitivity, the Association’s representative in attendance shall request that the discussion be immediately stopped and, in the unlikely event that it does not, terminate the meeting and report that fact immediately to the Association’s Executive Director. The matter can then be reviewed with legal Counsel and a determination made as to the necessity of further action by the Association.

Antitrust Checklist for

Indiana Mineral Aggregates Association Meetings

This antitrust checklist is for use by IMAA Staff and Member representatives in the conduct of IMAA-sponsored meetings to help ensure compliance with the IMAA Policy concerning Antitrust Compliance Policies and Procedures. IMAA Policy applies equally to social gatherings incidental to IMAA-sponsored meetings. The Checklist is not exhaustive and does not address antitrust issues relating to activities other than IMAA meetings, but is intended to provide guidance for participating in IMAA activities.

DO:

Do ensure strict performance in areas of:

Oversight/Supervision:

have an IMAA Staff representative at each IMAA-sponsored meeting (unless an exception has been authorized),

consult with IMAA legal Counsel on all antitrust questions relating to IMAA-sponsored meetings;

limit meeting discussions to agenda topics (unless additional topics have been approved by the appropriate IMAA Staff representative); and

ensure that Member company representatives and IMAA Staff representatives attending an IMAA-sponsored meeting have a copy of this checklist.

Recordkeeping:

have an agenda and minutes which accurately reflect the matters which occur;

fully describe the purpose and authorities of all task groups, work groups, ad hoc or other standing committee subgroups.

Vigilance:

protest against any discussion or meeting activities, which appear to violate this checklist; disassociate yourself from any such discussion or activities and leave any meeting in which they continue.

Don’t:

Don’t, in fact or appearance, discuss or exchange information on:

Prices, Including:

individual company prices, price changes, price differentials, markups, discounts, allowances, credit terms, etc;

individual company data on costs, production, capacity, inventories, sales, labor, supplies, etc.; and

industry pricing policies, price levels, price changes, differentials, etc.

Production, Including:

plans of individual companies concerning their production, distribution or marketing of particular products, including proposed territories or customers; and

changes in industry production, capacity or inventories.

Transportation Rates:

rates or rate policies for individual shipments, including basing point systems, zone prices, freight equalization, etc.

Market Procedures, Including:

company bids on contracts for particular products; company procedures for responding to bid invitations; and

matters relating to actual or potential individual suppliers or customers that might have the effect of excluding, boycotting, or blacklisting them from any market or influencing the business conduct of other firms toward them.