Collaboration Compliance - vdma.org

• Meetings of committees, commissions, working groups or other forms of cooperation within VDMA shall only take place (offline and online) if the members have been invited to the meeting in an official calling notice. The invitation must also contain the agenda of the meeting.
• It is required to compile minutes of all meetings. The minutes shall be sent to all members of the relevant committees, boards, working groups or other forms of cooperation. The minutes must be kept in a suitable form for a period of not less than 7-10 years.
• Deliberations and discussions in committees, panels, working groups or other forms of cooperation on agenda items and other matters that relate to the market (i.e., issues relevant to the position or determination of the position of individual competitors in the market) must be limited to the official meeting. Minutes of the meeting must be compiled.
• During the meetings referred to in item 3, it is prohibited to deliberate on certain matters on condition that they are not recorded in the minutes. If such a condition is imposed, the chairman of the meeting shall refuse to deal with the matter in question.
• At least one VDMA’s employee must participate in meetings of committees, task forces or other forms of cooperation in which market-related topics are discussed. This employee is responsible for observing topics which are critical from a competition law point of view. In case of doubt, the chairperson shall ask for the opinion of the Community Manager and/or VDMA’s Legal Department. The topic can be further discussed if, according to them, there are no restrictions regarding the topic, or if the restrictions observed have been clarified.

Following topics are inadmissible and may not be dealt with under any circumstances, irrespective of the cooperation form. This is particularly relevant if the cooperation would result in an exchange of information on these topics between companies that could be considered competitors. This applies, on the one hand, during the above-mentioned meetings of committees, task forces or other forms of cooperation within VDMA. On the other hand, it applies to any other form of cooperation and activity between member companies and third parties. It particularly applies to cooperation on VDMA’s Collaboration Platform, such as joint work on documents, contributions to discussions or the sharing of content of any kind in groups and forums:

• Selling prices, rates, (intended) price adjustments, recommended prices, discounts, margins, and other price-related topics concerning goods or services of member companies.
• Division/allocation of markets, for example geographically, according to customer groups, by product or by setting quotas.
• Production or sales restrictions.
• Preliminary discussions on participation in tenders of potential customers.
• Pricing competitors' bid costs into own bid.
• Exchange of market information among individual members. For example, data on production, turnover, sales, investments, spin-offs, R&D expenditures, and any other information related to specific (categories of) goods or services, which therefore must be considered sensitive company data.
• Exchange on or disclosure of business terms with customers, suppliers, or any other contractual partners.
• Publication of the average price or price range within the sector.
• Exclusive rights for individual members to represent manufacturers or importers.
• Call for boycott with respect to certain suppliers or customers.
• Preliminary discussions among competitors regarding participation in tenders (both public and private contractors).
• Arrangements between all competitors to surcharge their bids (to "cover" the cost of participation for those companies that do not win the bid).
• Any other issue that may lead to anticompetitive collusion or alignment of market conduct.

Following topics could, under certain circumstances, be problematic from a competition law point of view, especially in highly concentrated, oligopolistic markets (e.g., a market with few players). Therefore, within VDMA and on VDMA’s Collaboration Platform these topics can only be thematized after having a consultation with the Community Manager and/or VDMA’s Legal Department:

• General terms and conditions of sale and delivery. Particularly in cases when these terms and conditions mention sensitive topics to competition law (e.g., prices, rates, indexation procedures, charging on of specific costs), or if the use of the conditions is mandatory. In these cases, the competition authority may raise objections.
• Restrictions on participation in exhibitions. Generally, every company should be free to participate in any exhibition, and companies should not be encouraged to boycott exhibitions. Restrictions on this freedom of participation are only permitted under certain conditions. Collective negotiations by VDMA members to obtain better prices or other conditions from the organizers are unobjectionable under competition law.
• Recognition regulations/membership criteria. If recognition or membership in VDMA does not represent a decisive selection criterion for goods or services for the potential customer, there are no concerns relating competition law. However, if this aspect becomes more important for the customer, these regulations must meet certain criteria.
• VDMA may generally obtain economic information on individual companies and make it available to members in aggregated form. It is essential to ensure that no conclusions about individual companies can be drawn from the aggregated information. In some EU countries, the national competition authorities only permit such statistics if the information obtained can be classified as historical, e.g. (depending on the circumstances) at least one year old, or if the information is made publicly available.

Following topics are part of the core business of most VDMA activities and discussions. Addressing these topics does generally not suppose a competition law problem, provided that the "inadmissible topics" mentioned above are not raised:

• General economic data and the economic climate if the discussion of these topics does not affect the market behavior of individual companies. These discussions relate to the macro level and do not have influence on the market behavior of individual companies.
• Lobbying on general sector interests with focus on legislation and other public issues that may impact the sector.
• Labor law and social issues. These matters are considered uncritical under competition law.
• Legal matters. These matters are general by their very nature, as they affect the business activities of all companies to the same extent.
• Standardization issues if (i) the standardization process is transparent and open to any party that is interested in participating, (ii) there is no obligation to comply with the standard, (iii) access to the standard is granted on fair, reasonable and non-discriminatory terms, and (iv) all discussions during the standardization process are limited to technical aspects. Standardization aims to promote product compatibility and technical progress, which usually benefits the end user.
• Safety and health issues. VDMA has an interest in improving safety and health regarding the use of the sector's products.
• Environmental issues. VDMA has an interest in improving environmental protection regarding the use of the sector's products.