Antitrust & Conflict-of-Interest Policy

The Foundation is incorporated in the State of Delaware and brings together organizations that frequently compete with one another in the marketplace. This Policy exists to ensure that the collaborative work of the Foundation never serves, and is never perceived to serve, as a means for competitors to coordinate commercial conduct in violation of applicable antitrust and competition laws, including Section 1 of the U.S. Sherman Act (15 U.S.C. § 1), Article 101 of the Treaty on the Functioning of the European Union, the United Kingdom Competition Act 1998, and equivalent statutes in other jurisdictions in which the Foundation operates.

Every officer, member representative, Working Group participant, and invited guest is required to read, understand, and comply with this Policy. Violations are grounds for removal from Foundation activities and revocation of membership.

The following subjects shall not be discussed in any Foundation meeting, mailing list, working group channel, or related social setting:

• Prices, pricing strategy, discounts, terms of sale, or rebates offered by any member to its customers.
• Sales volumes, market share, costs, profit margins, or other commercially sensitive figures.
• Allocation of customers, markets, or geographic territories among members.
• Coordinated decisions to deal or refuse to deal with any third party, including a competitor, supplier, or customer.
• Any agreement, formal or informal, to limit competition among members or between members and non-members.

If a prohibited topic is raised, any participant may and should call attention to it. The meeting chair shall immediately end the discussion, record the incident in the public meeting record, and seek guidance from Foundation counsel.

All Foundation Working Group meetings shall:

• Be publicly announced in advance with a published agenda;
• Be open to the public unless specifically chartered otherwise;
• Be recorded or minuted in writing;
• Adhere to the agenda; off-agenda commercial discussions are not permitted.

A reminder of this Policy shall be read or referenced at the opening of every meeting.

Members of the Board, Technical Steering Committee, and Working Group leadership shall disclose in writing:

• Their primary employer and any organizations from which they receive material compensation.
• Any financial interest in a third party that would benefit materially from the outcome of a vote in which they participate.
• Any consulting, advisory, or equity relationship reasonably perceived to create a conflict.

Disclosures shall be updated within thirty (30) days of any material change and shall be maintained in the public Foundation registry.

A Director, Steering Committee member, or Working Group chair with a disclosed conflict shall recuse from any vote in which the conflict is material. The recusal shall be recorded in the meeting minutes. Recusal does not require relinquishment of speaking rights during preceding discussion, but does require abstention from the recorded vote.

The Foundation does not solicit, accept, or retain confidential commercial information from its members. Contributions to Foundation specifications shall be made on a non-confidential basis under the terms of the IP Contribution Policy.

Any participant may report a suspected violation of this Policy in confidence to the Foundation's Executive Director and to outside antitrust counsel. Reports shall be investigated promptly. Substantiated violations may result in:

• A written warning;
• Removal from Working Group leadership;
• Suspension or revocation of membership;
• Referral to relevant regulatory authorities where required by law.

This Policy is reviewed annually by Foundation counsel.