Antitrust Policy
Policies
The Unicode® Consortium Antitrust Policy & Guidelines
The Consortium's Policy
The Unicode Consortium (Unicode, Inc.) is a nonprofit Public Benefit
Corporation organized not for private profit or gain, but for public and
charitable purposes. The specific purpose of the Consortium is to enable people
around the world to use computers in any language by providing freely available
standards, specifications, data, and tools to form the foundation for software
internationalization in all major operating systems, search engines,
applications, and the worldwide web.
Standards increase innovation, efficiency, and consumer choice and so are
generally seen as procompetitive, including those standards that promote
interoperability, such as the Consortium’s. However, because the Consortium’s
activities necessarily require communication and coordination among competitors,
they must be conducted in ways that fully comply with antitrust and competition
laws.
Attention to compliance is especially important because the penalties for
violating antitrust laws can be severe, including large fines and even
imprisonment for individuals in criminal enforcement. Accordingly,
It is the express policy of the Unicode Consortium
to comply fully with all applicable antitrust and competition laws and to
conduct Consortium business in a manner that ensures compliance.
This Policy document is intended to provide guidance to all Consortium
members and participants regarding how to conduct Consortium meetings and other
activities in compliance with antitrust and competition laws. All Consortium
members and participants are required to follow the policies and guidelines set
forth here.
Antitrust Law & Standards Organizations
Although there are procompetitive benefits to standard setting, conduct at a
standards organization often involves agreements among competitors, which
triggers potential antitrust concerns about collusion. Specifically, there is
some potential for the standards process to be misused to engage in behavior
that could violate antitrust and unfair competition laws. This includes laws
that prohibit agreements between two or more parties that unreasonably restrain
trade.
The antitrust laws bar (among other things) competitors from agreeing, either
expressly or implicitly, not to compete with one another. Some examples
include agreements to fix (agree on) current or future prices, allocate product
or geographic markets, allocate customers, limit production, boycott new
entrants, or prohibit those using the standard from using another standard or
technology.
The Consortium's guidelines
In order to ensure that the Consortium complies with antitrust and
competition laws, the most important principle is to remain focused solely on
its authorized standards activities. It is also helpful to have some clear
“Dos and Don’ts” to ensure compliance, which follow below. Bear in mind that
these Dos and Don'ts highlight only the most basic antitrust principles.
Participants in Unicode Consortium meetings and other activities should consult
Unicode legal counsel or their own company’s legal counsel if there are
questions.
Don’ts
DO NOT, in fact or appearance, discuss or exchange commercially or
competitively sensitive information including but not limited to the topics
below. Bear in mind that these topics should not be discussed regardless of
venue, whether in technical meetings, Board meetings, other committee meetings,
or social gatherings incidental to Consortium activities.
Individual companies’ current or projected
prices, price changes, price differentials, markups, discounts, allowances,
terms and conditions of sale, output levels, or data that bear on prices,
including profits, margins, or costs.
Industry pricing policies, price levels,
price changes, differentials, or the like.
Changes in industry production, capacity, or
inventories.
Individual company bids or intentions to bid
for particular projects or specific contractual arrangements with customers or
potential customers.
Plans of individual companies concerning the
design, characteristics, development, distribution, marketing, or introduction
dates of particular products or services, including proposed territories or
customers, except to the extent necessary to agree on and implement standards
and specifications being developed by the Consortium. Such exceptions would
include circumstances where Consortium technical committees need to understand
(a) general vendor schedule constraints and targets in order to provide required
specs, data, etc. in a timely fashion, and (b) vendor design preferences and
constraints for vendor products that implement our standards and specifications.
In any event, no more information (quantity or specificity) should be shared
than strictly necessary to address vendor schedule constraints and design
preferences.
Matters relating to individual suppliers that
might have the effect of excluding them from any market or of influencing the
business conduct of firms toward such suppliers.
Individual companies’ market shares or sales
territories for any products or services.
Dos
DO ensure that Consortium assets, resources, infrastructure, and meetings are
used only for authorized Consortium purposes and activities.
DO understand the authority and purpose of each Unicode committee or other
group in which you participate and keep meetings focused on the authorized
purpose.
DO follow the
Technical
Group Procedures for the Unicode Consortium
In particular,
ensure that Technical Committee and all other meetings are transparent and
documented so that there is a clear record that only legally appropriate topics
were discussed during such meetings, as follows:
Prepare and preserve
meeting agendas and minutes for all Consortium meetings.
Make such meeting agendas
and minutes available to all participants.
Adhere to agendas in
Consortium meetings.
Object and propose edits
whenever meeting minutes do not accurately reflect the matters which were
discussed or decided.
Protest and discontinue any
discussions or meetings that appear to violate the antitrust laws, disassociate
yourself from any such discussions or activities, leave any meeting in which
they continue and report the activity to the Consortium’s President, Compliance
Officer, and General Counsel so that appropriate steps can be taken immediately
to correct the problem.
Consult with the
Consortium’s legal counsel, and your company counsel, on any antitrust questions
you may have related to Consortium activities.