• Antitrust Compliance Policy

    Financial Services Institute, Inc.

    The Financial Services Institute, Inc. is committed to operating within the spirit of all federal, state, and applicable international trade regulations and antitrust laws.  Activity contrary to this policy is unacceptable, whether in its members, staff, or leadership. 


    While many of the antitrust laws apply only to “concerted” action or “agreements,” an illegal agreement can be found even without a “handshake” or express words or writings indicating agreement.  Tacit understandings, including responding to pressure, exerting pressure, or doing “what is expected” can be sufficient.  An implied agreement may be inferred from actions or the result of those actions.  For example, if two competitors discuss prices, and later adopt prices that are similar, a conspiracy to fix prices may be inferred even though the competitors never explicitly “agreed” to do anything.  Comments made in an informal environment may be used as proof of an agreement, even though the parties’ subsequent actions actually were taken independently for sound business reasons.  Thus, the safest rule of thumb is to avoid any discussions with competitors of topics, in association meetings or elsewhere, on which it would be illegal to agree.  You may violate the antitrust laws by an informal verbal understanding.  No written contract or express agreement is required.


    To foster the intent of operating appropriately, FSI will adhere to the following policy and will publish it to its members, staff, and leaders on an annual basis.

    1. All meetings of the Association, Board Meetings, and Task Force or Committee Meetings will be conducted with agendas distributed in advance.  Discussions shall be limited to agenda items, unless the participants agree to an addition.  There shall be no substantive discussions of Association matters other than at official meetings, with minutes being distributed to attendees promptly.
    2. All Association activities, meetings, or discussions will be refrained from which are, or could be construed to be, for the purpose of:
      1. raising, lowering, or stabilizing prices including, but not limited to, current or future prices, pricing procedures, cash discounts, credit terms, costs, or fair profit or margin levels
      2. regulating production levels or schedules or concerning production facilities, capacity, or sales volume
      3. restricting customer or supplier classification, allocation, or selection
      4. limiting trade via distribution methods or channels
      5. allocating markets, territories, or customers or control of sales or market share in general
      6. encouraging boycotts or exclusions of products or services
      7. fostering unfair trade practices including advertising, merchandising, standardization, certification, accreditation, decisions to quote or not, or encouraging anyone to refrain from competing
      8. assisting in monopolization, including limiting or excluding anyone from manufacture, sale, or practice
      9. resulting in illegal brokerage or rebates
      10. affecting improper reciprocity in dealing
      11. refusing to deal with a firm because of its pricing or distribution practices
      12. discussing whether or not the pricing practices of any industry member are unethical or constitute an unfair trade practice; and
      13. violating federal, state, or applicable international trade regulations and antitrust laws.
    3. Association counsel shall receive a copy of the agenda of all meetings in advance, will review minutes of all Association meetings, will advise on proposed policies and activities of the Association, and may be in attendance should there be any discussion that could lend itself to requiring clarification of appropriate conversation.
    4. All Board, staff, and committee leaders will be apprised of the possible basic areas of antitrust violation of concern to the Association and are responsible for maintaining a basic knowledge and monitoring adherence to the Association’s antitrust policy.  These include:  membership (restrictions, classes and sections, termination, and membership services to nonmembers), business or professional codes and self-regulation, statistical programs, prices and fees of members, cost programs, standardization, product certification, joint research, credit reporting, group buying and selling, export activities, professional credentialing (certification and accreditation), and approaches to government.
    5. Members and/or staff shall be required to cease immediately any discussion or other activity that Association counsel and/or staff have determined violates this policy.
    6. Any member found to have participated in conduct that the Board of Directors, by a two-thirds majority, determines to be contrary to the Association’s compliance policy shall be subject to disciplinary measures, up to and including termination.  Should a violation be brought to the Board’s attention, due process shall be granted to the affected individual(s), including written notification of the matter and an opportunity to respond to the charges and attend a hearing on the matter in person.  Termination procedures would be followed as outlined in the Association’s Bylaws.  The President  & CEO shall be responsible for implementing disciplinary actions with staff.

     

    MEMBER ANTITRUST DO’S AND DON’TS

    1. DO be familiar with the Financial Services Institute, Inc.’s Antitrust Compliance Policy.
    2. DO schedule and attend meetings only where there are appropriate agenda items for the Association to be considering. DO NOT participate in secret meetings, as they could seriously jeopardize legitimate Association activities and create a risk that they will be investigated.
    3. DO speak up if the discussion moves into inappropriate territory; request the conversation to cease; and remove yourself from the room should the remainder of the participants continue. 
    4. DO keep minutes of the meetings, report only actions taken, not discussion, have the attorney review them, and distribute them to the attendees promptly.
    5. DO use the Association as a vehicle for promoting the industry as a whole.
    6. DO seek legal counsel should sensitive subjects be up for Association discussion.
    7. DON’T discuss prices or price-related items at Association forums.
    8. DON’T establish programs or guidelines that are for the primary purpose, explicit or implicit, of excluding some members of the industry.
    9. DON’T agree with competitors as to uniform terms of sale, warranties or contract provisions.
    10. DON’T agree with competitors to divide up customers, markets or territories.
    11. DON’T try to prevent a supplier from selling to your competitor(s).
    12. DON’T discuss your customers with your competitors.
    13. DON’T agree to any membership restrictions, standard setting, certification, accreditation, or self-regulation programs without the restrictions or programs having first been approved by counsel.
    14. DON’T, without specific authorization, make public or private communications about policies or positions of the Association.