National Cable Television Cooperative (NCTC) is a Kansas not-for-profit corporation that operates as a purchasing organization for its member companies and seeks to maximize current and future opportunities to ensure their profitability, competitive stature and long term sustainability. In keeping with its mission, NCTC is committed to full compliance with state and federal antitrust laws. NCTC policy accordingly prohibits NCTC officers, directors, and employees and, in certain cases, NCTC members from engaging in any conduct, directly or indirectly, that may violate state or federal antitrust laws. This policy applies to NCTC officers, directors, and employees at all times and to members’ officers, directors, and employees in connection with any NCTC-sponsored activities (which includes meetings, programs, or any other activities hosted by NCTC).
In general, antitrust laws prohibit agreements or actions that unreasonably restrain trade, such as agreements between competitors that fix selling prices, limit supply, or allocate customers or territories. Violations of antitrust laws carry severe consequences and may expose NCTC officers, directors, employees, and members (and NCTC director and member companies’ owners, officers, directors and employees) to substantial civil and criminal fines and imprisonment.
NCTC membership includes actual or potential competitors. To avoid any appearance of potential collusion among members in competing with each other or in dealing with NCTC vendors, NCTC takes precautions regarding the disclosure of member information to other members and conducts its discussions and negotiations with vendors in compliance with applicable antitrust laws. To further minimize antitrust risk, NCTC policy prohibits (in connection with any NCTC-sponsored activities) any discussions or communications about a topic if the participants could not lawfully make an agreement on the topic. NCTC policy also prohibits actions by its Board of Directors that may violate antitrust laws, including agreements or policymaking that unlawfully affects the ability of any firm or individual to participate in NCTC or the cable industry. Anyone who believes there is a legitimate business reason for an NCTC discussion of a topic that might otherwise raise antitrust concerns should contact NCTC’s General Counsel, Corporate Counsel Group LLP, via the Compliance Hotline at (855)-662-7233 (Company ID Number: 5282610575).
Any NCTC meeting in which at least one member participates ordinarily should have a meeting agenda and must be conducted solely for legitimate NCTC business purposes. Under no circumstances shall NCTC meetings be used as a means for actual or potential competitors to reach any understanding, express or implied, that may violate antitrust laws. The following guidelines apply for such meetings:
Meetings will follow the written agenda.
No participant will discuss any division of markets, fixing of member selling prices, allocation of customers, or any other unreasonable restraint of trade.
In order to protect NCTC’s interests, NCTC’s Board of Directors and staff have been instructed to stop any conversation or discussion of an anti-competitive nature. Should any discussion of these items take place, the participant(s) will be asked to stop immediately. If any participant(s) refuse to stop, the meeting will be immediately disbanded.
Anyone attending the meeting should interrupt the meeting at any time if he or she believes the discussion may create the appearance or possibility of anti-competitive conduct.
All participants are advised that the information presented at any NCTC-sponsored activity is not to be construed as information or direction to take unlawful concerted actions. Each company and individual has the obligation to exercise independent judgment, make their own business decisions, and avoid unlawful agreements with other participants.
This policy is not intended to be a complete statement of the antitrust laws. For more information, see FTC Guide to the Antitrust Laws, which is available at www.ftc.gov/bc/antitrust/index.shtm, and particularly the section “Dealing with Competitors”, available at www.ftc.gov/bc/antitrust/dealings_with_competitors.shtm.
Anyone with further questions should consult with competent legal counsel. If there is reason to believe that NCTC’s policy has been violated, please contact NCTC’s General Counsel, Corporate Counsel Group LLP, via the Compliance Hotline at (855)-662-7233 (Company ID Number: 5282610575). Participation in NCTC-sponsored activities constitutes agreement to comply with this policy.
Approved by NCTC Board of Directors (February 22, 2009)
Antitrust Compliance Policy: Revise Date 2/22/09