Both SAGA’s Antitrust Compliance Policy and the Meeting Rules apply to all activities arranged and under the guidance of SAGA, including, but not limited to, meetings of:
- The Board of Directors (BoD)
- The Annual General Meeting (AGM)
- Operational Committee
- Financial Committee
- Training and Competency Committee
- Safe Gas Equipment Scheme Committee (SGES)
- Portfolio work groups/sub-committee’s
- Training facilities (own or rented)
- Conferences / Technical Forums / Functions
- The SAGA office
2. Policy Intent
The policy of the Southern African Gas Association (SAGA) is to comply with the letter and spirit of South African Antitrust Law as well as those foreign jurisdictions where its members may operate.
3. Definition of SAGA staff, members and industry role players:
Permanent SAGA employee(s) and persons who provide voluntary services with or without an agreement.
Any person or entity approved by the Board who paid the required fee for the period 1 January until 31 December is classified as a SAGA Member. All members will be required to sign the SAGA Code of Ethics before final acceptance of membership.
Industry Role Players
Gas practitioners registered with the SAQCC (Gas) including service providers equipment suppliers participating in the SGES.
4. Antitrust Policy
SAGA staff, members and industry role players are competitors. Meetings of competitors under the guidance of such an association are not objectionable as such. However, SAGA staff, members and industry role players are not allowed to use the forum provided by SAGA in order to coordinate their commercial activities.
Each SAGA staff, members and industry role player’s company must exercise its independent business judgment in pricing its products and service, dealing with its customers and suppliers, and choosing the markets in which it will compete. Any activity that could create even the appearance of a restriction or distortion of competition must be strictly avoided and of course, will not be allowed.
It is SAGA’s policy to comply strictly with the letter and spirit of national and international antitrust law or any other contravention of competition and/or anti-trust legislation. It expressly prohibits “agreements between undertakings, decisions by associations of undertakings and concerted practices which may affect trade between the
Southern Africa States, and which have as their object or effect the prevention, restriction or distortion of competition and, in particular, those which:
- directly or indirectly fix purchase or selling prices or any other trading conditions;
- limit or control production, markets, technical development, or investment;
- share markets or sources of supply;
- apply dissimilar conditions to equivalent transactions with trading parties, thereby placing them at a competitive disadvantage;
- make the conclusion of contracts subject to acceptance by the other parties of
supplementary obligations which, by their nature or according to commercial usage, have no connection with the subject of such contracts.”
Any activities of SAGA staff, members and industry role players which violate these and other applicable antitrust laws are detrimental to the interests of the association and its members, and are unequivocally contrary to SAGA’s policy. Should the SAGA staff, members and industry role players violate this policy then such a member’s further membership or registration needs to be reviewed by the Board and appropriate actions taken?
5. Discussion Topics
SA antitrust law, in principle, prohibits the exchange of commercially sensitive and current market information which competitors normally keep secret. It is impossible to provide an exhaustive list of objectionable discussion topics as the competitive significance of many issues is dependent upon the context in which they are raised.
However, it is SAGA’s strict policy to follow a prudent rule in relation to antitrust issues. Therefore, no commercial topics outside the scope of SAGA´s mission should ever be acted upon, or even considered, at SAGA meetings and gatherings.
SAGA meeting discussions shall be limited to (written) agenda topics and minutes shall be provided. In particular, SAGA’s antitrust policy prohibits any discussions or exchange of information between its Members that might constitute or imply an agreement or concerted practice concerning:
- prices or price factors, including discounts, rebates, and reductions;
- costs and demand structure;
- profits and profit margins;
- output and sales,
- market shares and sales territories;
- investments and marketing plans;
- bidding or refraining from bidding;
- credit conditions or any other terms or conditions of sale;
- selection, rejection, or termination of customers or suppliers.
Official minutes are produced for each meeting under the guidance of SAGA’s Staff which serves as the official record of the Association.
7. Individual Responsibility
It is the responsibility of each SAGA staff, members and industry role players to take individual accountability for compliance with applicable law and avoid discussions on any matters outside the scope of SAGA’s mission.
These rules apply to all meetings held under the auspices of SAGA.