Contact with Competitors

CODE PRINCIPLES

We believe in the principle of free trade. We are committed to vigorous but fair competition and act independently of our competitors. We expect our customers and vendors to also compete fairly and will take action against those who do not.

  • We compete on price, quality, volume, service, talent, research and innovation.
  • We do not agree with competitors to fix, raise, lower or stabilize prices of goods that we sell.
  • We do not fix other competitive terms such as pricing formula, sales terms, surcharges, discounts, margins, rebates, commissions or credit terms with competitors.
  • We do not disclose, request or otherwise exchange competitively sensitive information with competitors in an inappropriate manner.
  • We do not agree with competitors to limit production or production capacity or capacity utilization.
  • We do not rig a bid or otherwise illegally coordinate bidding or tendering activities with competitors.
  • We do not allocate markets, customers, suppliers or geographic territories with competitors.
  • We do not agree with a third-party to boycott a particular supplier or customer even on apparently legitimate grounds (credit performance, safety).
  • We do not enter into a no-poach agreement with competing hirers of talent or discuss compensation levels for potential or existing employees.
  • We do not agree with competitors to limit the quality or features of our products, research or innovation.
  • We avoid casual contact or communication with competitors that could give the impression of collusion or the inappropriate exchange of information between Albemarle and competitors.
  • We do not use third parties (including consultants, third-party sales representatives or industry associations) to assist in or facilitate improper contacts or activities with competitors.
  • We do not use our public communications to inappropriately disclose information to or otherwise illegally coordinate with competitors.

Our Code Principles in Action

  • Consult with Corporate Strategy, Legal and Global Ethics & Compliance if you are contemplating entering into any of the following with a third-party:
    • a merger, acquisition, asset disposal or joint venture;
    • joint production; or
    • joint marketing of competing or complementary products.
  • Consult with Legal before:
  • When planning a meeting or call with a competitor outside the ordinary course of business:
    • notify Legal in advance, and provide them with a reasonable opportunity to participate;
    • ensure an agenda and attendee list is prepared, and reviewed with Legal before the meeting;
    • limit participation of employees with sales, pricing or commercial responsibility;
    • prepare accurate and succinct note of the meeting and send to antitrust@albemarle.com; and
    • document the source of any information received from the competitor.
  • Follow the Code (Participating in Industry Associations, Exhibitions & Conferences) if you are considering joining, or renewing membership of, a new industry association involving competitors.
  • Follow the Guidance Note on Participating in Industry Associations when participating in industry association meetings involving competitors.
  • In the event of unplanned contact with a competitor (e.g. airport, restaurant) prepare an accurate, and succinct, note of the contact and send to antitrust@albemarle.com
  • If, during any planned or unplanned meeting, a competitor inappropriately requests or offers competitively sensitive information or otherwise initiates inappropriate contact:
    • firmly indicate it is against Albemarle policy to have such conversations;
    • immediately end the conversation, and note your departure in any meeting minutes; and
    • notify Legal.
  •  Gather competitive intelligence in accordance with this Code (Gathering Competitive Intelligence).
  • Follow the Code (Managing a Conflict of Interest) if you, your spouse, your partner or any relative are a director, officer, partner, employee, contractor, or agent of a competitor; or own or acquire a significant interest in any competitor.

DEFINED TERMS

Competitively Sensitive Information

The following types of informatino are considered to be examples of CSI:

  • marketing plans and proprietary perspectives on the market;
  • cost data less than 12 months old;
  • details of negotiations with individual customers or suppliers;
  • current or recent terms of sale or purchase (price, margins, commission and credit terms);
  • strategic information (site expansion and closure plans);
  • salaries and other terms of employee remuneration less than 12 months old;
  • innovation plans and intellectual property; and
  • production, export, sales and purchase data less than 12 months old.

CSI does not include:

  • information that is publicly available, including through subscription services;
  • information that is more than 12 months old and would not be considered to give a competitive advantage if shared with, or by, a competitor;
  • health, safety or environmental data; or
  • information relating to the technical performance of equipment.
Competitor

Albemarle competes with third parties in several different ways and each falls into its own category of competitor. The competitor categories include:

Producers and resellers of competing products

Albemarle competes with other producers of lithium, bromine and catalyst products. This includes companies like FMC, Tianqim SQM, Grace, BASF, Lanxess and ICL.

Albemarle also competes with companies engaged in the resale or trading of lithium, bromine and catalyst products, whether those products are produced by Albemarle or a third-party.

Procurement of goods, services and land

The list of Albemarle competitors in the procurement market is potentially much broader than speciality chemical producers.

For example, Albemarle might compete with contractors such as Wood for the procurement of vehicles suitable for our sites.

Broader still is the class of competitors for accounting and legal services, which nearly all companies procure to varying degrees.

Hirers of employees and contractors

Albemarle also competes with a broad range of companies in recruitment and remuneration of employees and contractors.

Significant Interest

Generally, if you own less than 5% of an entity that conducts business with Albemarle, your interest will not be considered significant.  However, even if less than 5%, if your interest is sufficient such that it might appear, or in fact will, affect your business judgment and loyalty to Albemarle in your work performance then you should still consider the interest significant.  For example, if the interest represents a large percent of your personal net worth, though less than 5% of the entity, it should be considered significant.

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