Elekta Competition Compliance Policy

What’s permissable – what’s not?

1 PURPOSE This Competition Compliance Policy (“Policy”) sets out Elekta’s policy of competing vigorously and fairly in compliance with competition laws. The Policy is designed to enhance and provide further guidance to the standards of conduct regarding anti competitive behaviour as set out in the Elekta Code of Conduct.

SCOPE This Policy is applicable to all Elekta Group companies and Elekta employees.

RESPONSIBILITY It is the responsibility of each Elekta employee to know and understand this Policy. The managing director of each legal entity within the Elekta Group shall have the ultimate responsibility to ensure Contents that all Elekta Professionals are made aware of this Policy and its contents and that INTRODUCTION ...... 4 it is fully implemented. WHO IS COVERED BY THIS COMPETITION COMPLIANCE POLICY? ...... 4

WHAT IS COMPETITION LAW? ...... 4

THE COST OF BREAKING THE LAW ...... 4

It is the AREAS OF RISK ...... 6 responsibility of each 1. Dealings with competitors ...... 10 Elekta employee to 2. Dealings with customers ...... 13 know and understand this Policy. 3. Dealings with suppliers ...... 14 4. Dealings with business representatives ...... 15

5. Research & development and intellectual property rights ...... 16

6. Dominant market positions ...... 17

7. Trade associations ...... 19

8. Merger, acquisitions and DEFINITIONS joint ventures ...... 21 • Business Representatives are defined as all Elekta distributors, agents and service partners. 9. Public procurement bids ...... 21

• Elekta Group is defined as Elekta AB and any DAWN RAIDS ...... 22 direct or indirect subsidiaries thereof. WHERE TO GET FURTHER INFORMATION ...... 22 • Elekta employees includes consultants and temporary workforce. BE CAREFUL WHAT YOU WRITE AND SAY ...... 23

2 3 INTRODUCTION The term “agreement” has a very wide meaning and nationals for activities outside the US that impact US Elekta has a Competition laws (also known as “antitrust laws”, “anti- includes formal as well as informal agreements, written commerce. monopoly” or “fair trade practices laws”) apply wherever and oral agreements, explicit or implicit deals or under- Elekta does business in the world. The laws may differ in standings. As soon as there is a “meeting of the minds” Civil liability: Companies may also be sued by injured policy of zero some respects, but they generally address similar kinds an agreement exists. parties for damages resulting from infringement of the competition rules. of conduct and share common underlying values. Where a “meeting of the minds” has not yet been reached, tolerence of This Policy is intended to provide all employees with a conduct can still fall within the scope of “concerted practic- Contractual risk: Anti competitive terms in a contract general understanding of competition compliance and will es”. That could mean an informal cooperation without any can lead to the offending clause or even the whole agree- anti competitive help you to identify potential competition law issues and agreement, but where there is evidence of contact between ment being deemed void, which may make any infringing know when to seek advice. This isn’t a definitive document the parties and the contact has changed or is intended to contract with a customer, supplier or competitor unen- and should always be read and interpreted in conjunction change the parties’ market behavior. forceable. with applicable laws in each country under the guidance of practices. Competition law applies to agreements between compa- In addition to these penalties, the cost of defending a Elekta’s legal department. nies. It applies to agreements entered into between com- competition claim or investigations by the authorities petitors (sometimes known as “horizontal agreements”) can be huge and may result in serious disruption to a WHO IS COVERED BY THIS COMPETITION and agreements entered into between a company and its company’s business. We compete COMPLIANCE POLICY? suppliers, customers, distributors or other companies op- All employees are personally responsible for applying erating at different levels of the production or distribution These cases or investigations can also seriously impact this Policy throughout the Elekta Group at all times. chain (sometimes known as “vertical agreements”). Many the image and reputation of a company and the share vigorously and You must also make it your responsibility to adhere to agreements between competitors are illegal, which means price may also be significantly affected. the competition laws and regulations in force in the that they are so clearly harmful to competition that they fairly. various countries in which the company operates. cannot be justified. Examples include competitors agreeing to fix prices, divide territories, allocate customers, jointly You must seek timely advice from Elekta’s legal boycott customers or suppliers, limit production or engage department if you have any questions or concerns in bid rigging. relating to this Policy or competition law. There can be no excuses for non-compliance. These practices may be referred to as cartels. Actions taken in one country may have an impact in others; certain WHAT IS COMPETITION LAW? actions can therefore be subject to laws of various coun- Competition is the rivalry in which each person strives to tries. For example, a US company and a Russian company “All employees gain or win something by defeating or establishing supe- whose conduct affects the EU territory will be subject to riority over the others. The main purpose of competition and regulated by the EU competition legislation. are personally laws is to protect and foster the efficient operation of a free market by assuring the preservation of competition THE COST OF BREAKING THE LAW responsible for among companies at all levels of trade. Competition laws The consequences of breaking competition laws can be thus prohibit agreements, practices and conduct which very serious, both for the company and for any employee have a damaging effect on competition, such as agreement whose conduct is the basis of the violation. The following applying this between competitors or abuse of market power, both of are typical of the penalties that can be incurred. which can lead to a decrease in business efficiency, restrict Fines: Companies that break competition rules may face Policy through- innovation and technical development and may lead to significant fines. A violation of the EU competition rules can higher prices or lower quality or output on the market. result in fines of up to 10% of a company’s global turnover. out the Elekta Although the scope and content of competition laws may In the US and various countries in the Asia Pacific region, vary from region to region, generally speaking two princi- a violation of the competition rules is a crime and prosecu- pals will form the basis of the law: tors frequently seek substantial fines from companies. Group at all

• the prohibition of anticompetitive agreements Criminal risk: In many countries a company’s executives times.” and practices; and and employees involved in illegal anti competitive practices

can be prosecuted. The US Justice Department actively • the prohibition of abuse of a dominant position or seeks to enforce criminal penalties even against foreign substantial market power.

4 5 AREAS OF RISK – OVERVIEW

AREAS OF RISK – OVERVIEW What’s permissable Dealings with Price Fixing and Pricing 10 11 11 competitors Joint bidding Trading Conditions – what’s not? Arrangements Division of Markets, 10 11 11 Joint Purchasing Joint bidding Territories and/or Customers Bid Rigging 10 Cooperation Agreements 11 Limitation of Production 11 HERE ARE SOME POTENTIAL RISK AREAS for Trading Conditions 10 Investments 11 Exchange of Information 11 Anti Competitive behavior which we have categorised Boycott 10 as Red Flag matters, Amber Flag matters and Green Flag 10 matters. These lists are not definitive and you should Buyer’s Power contact Elekta’s legal department if you believe that you Limitation of Production 10

are involved in a matter that it is not expressly covered Exchange of Information 10 in this section. Investments/Market Entry 11 This advice has been divided into particular areas. Dealings with Many of the principles will relate to more than one of 13 13 competitors Price Price these headings so all employees must ensure they have 13 13 read the entire Policy and not just those sections they Refusal to Deal Refusal to Deal assume relate to them. Restrictions on Use 13 Restrictions on Use 13 Long Term Supply 13 13

Dealings with 14 suppliers Price Agreement Exclusive Supply Agreements RED FLAG Competition Clause matters are those which will in most countries be considered illegal and therefore not permitted. Dealings with 15 15 15 business Prices Territory Prices represtatives Territory 15 Competition Clause 15

R&D and 16 16 16 intellectual R&D Tech. Standards/Certification R&D property Prices 16 R&D 16 IPR 16 rights AMBER FLAG IPR 16 matters are those that may be considered illegal Competition Clause 16 in certain situations and/or in certain jurisdictions. No Elekta employee may perform or participate in Dominant Pricing 17 Pricing 18 Refusing to Deal 18 an Amber Flag matter without having first sought market positions 17 18 18 advice and approval from Elekta’s legal department. Discounts/Rebates Exclusivity Pricing Tying/Bundling 17 Business Representative 18

Refusing to Deal 17

IPR 17 GREEN FLAG 17 matters are those which are generally permitted. Business Representative Nevertheless, seek advice from Elekta’s legal Trade department if you have any doubts in a given case. 19 19 20 associations Information Exchange Information Exchange Information Exchange Joining a Trade Association 19 Joining a Trade Association 19 Attending meetings 20

Trade Association Codes of 19 19 Certification by Trade 20 Attending meetings Practice and Standards Associations

Terms and Conditions 20

6 7 1. DEALINGS WITH COMPETITORS

AGREEMENTS WITH COMPETITORS Illegal agreements between competitors or cartels have traditionally been regarded as one of the most flagrant breaches of competition laws and competition authorities will always be suspicious about the real intentions for competitors to meet or hold discussions. The underlying principle is that all business decisions should be made on the basis of independent judgement and not on the basis of direct or indirect agreements or consensus between competitors.

However, not all agreements with competitors are illegal. Agreements with competitors that do not restrict competition are legal but should sometimes be notified to relevant competition authorities. Therefore, you should consult Elekta’s legal department before entering into an agreement with one of our competitors, in order to verify that any such planned agreement is legal. In addition, you should consult with Elekta’s legal department before meeting with a competitor in situations where you may have doubt as to the legality of such contacts.

1. Dealings with competitors

Our company has a history of working relationships competitors to sell or refrain from selling (including “bid with our competitors, mostly due to the willingness in rigging”) to a customer or a particular customer category Areas of risk the industry to have interoperability between products. are also prohibited. When done properly, these relationships bring great advantages to Elekta customers and the patients they Agreements to limit production or capacity treat but it is critical that all dealings with competi- Any agreement between competitors which limits produc- tors are performed correctly and in accordance with tion, capacity or output is illegal. Commitments to comply the principles below. However, alarm bells should ring with production or capacity levels are also prohibited. whenever you are dealing with a competitor. In principle, any discussions and/or agreements between Exchange of Information competitors are strictly prohibited where they pertain In general it is illegal for competing companies to exchange to the following subjects: information that may influence the independent determi- nation of their commercial policies, such as information Prices regarding sales quantities, prices, cost structure, discounts Any agreement between competitors that affects price is and other trading conditions, or information relating to illegal. A simple exchange of information in this area, even their individual customers and/or suppliers. if it relates to the prices actually quoted on the market, may create a presumption of a cartel agreement. Meetings with competitors Meetings with competitors should only occur for legitimate Market sharing reasons and only where strictly necessary, for example to Any agreement between competitors to share markets discuss product recalls. The provisions in section 5.7 of this is illegal. Policy relating to conduct in meetings must be applied.

Allocation or restriction of customers Any allocation of customers or certain customer catego- ries between competitors is illegal. Commitments among

8 9 1. DEALINGS WITH COMPETITORS 1. DEALINGS WITH COMPETITORS

PRICE FIXING AND PRICING ARRANGEMENTS Agreements or understandings between com- such as a customer or supplier, in the knowledge TRADING CONDITIONS petitors regarding prices or terms and conditions that it will be passed on to a competitor (or vice Agreeing with one or more competitors the price Using standard conditions produced by a trade to be submitted in response to a bid request. This versa, i.e., receiving sensitive information under at which any or all of you will sell to third parties. association provided that these do not relate would include an agreement not to bid. these circumstances). to price and there is no agreement or under- Agreeing discounts, rebates, credit terms, pricing standing that members will use the conditions. methods or the timing of price increases with a TRADING CONDITIONS INVESTMENTS/MARKET ENTRY Members must be free to make a choice. competitor. Agreeing with competitors the terms and condi- Agreements with competitors to limit or control Agreeing to adhere to published price lists, or not tions by which goods and/or services are to be investments. JOINT BIDDING to quote a price without consulting competitors supplied to third parties. Discussing with a competitor possible invest- Bidding in a consortium alongside competitors first. ments that Elekta and/or the competitor is providing different skills or resources. BOYCOTT Agreeing with a competitor not to charge less considering making in a particular country. than any other price in the market for compara- Agreeing with one or more competitors not LIMITATION OF PRODUCTION Coordinated closures or rationalizations. ble goods and/or services. to sell to or buy from a particular customer or Making changes to production levels based on supplier, or class thereof. Contacting a competitor to ask whether, if Elekta actual or forecasted demand that has not been were to change its prices, the competitor would JOINT BIDDING discussed with competitors. BUYER’S POWER do the same. Bidding for contracts jointly or in a consortium Agreements between Elekta buyers and buyers EXCHANGE OF INFORMATION Making an announcement of price changes in with one or more competitors where none of the at an Elekta competitor to fix prices or other advance of the effective date of the change and competitors could fulfill the contract require- Exchange of publicly available information. terms relating to a mutual supplier. retracting it if competitor(s) do not also change ments alone. Benchmarking exercises and/or general statisti- prices. Agreements between buyers to deal only with cal information if carried out by an independent certain suppliers. JOINT PURCHASING third party. DIVISION OF MARKETS, TERRITORIES Discussing with a competitor the prices of key Agreements with competitors to create a joint AND/OR CUSTOMERS Exchange of historic information on total output raw materials that are purchased by both Elekta purchasing consortium or pool. and sales within the industry provided it cannot Making an arrangement or acting with a compet- and that competitor. Increasing leverage over a supplier of non-key influence future competitive market behavior itor in such a way as to allocate sales, territory, Discussing a supply arrangement with a compet- items by purchasing them jointly with a compet- and provided that it is not possible to identify customers or products between Elekta and the itor in order to get a feel for selling prices in the itor. the participants. competitor. market. Obtaining information on competitors’ sales Agreeing not to compete with a competitor in COOPERATION AGREEMENTS and prices from publicly available sources such certain territories and/or during certain period(s) LIMITATION OF PRODUCTION Agreements with a competitor to sell or as the media but not from customers or trade of time. Agreeing with one or more competitors to stop purchase certain items from the competitor. associations. Dividing up different projects between Elekta and production or limit production to a certain level, Agreements between competitors to jointly sell, its competitor(s), for example agreeing to bid for rather than allowing normal competitive forces distribute or promote products, where such different contracts. to determine independent production decisions. agreement limits the individual participants in Warning a competitor or new market entrant to their freedom to determine their own commer- EXCHANGE OF INFORMATION “stay off Elekta’s patch.” cial policy and/or to advertise individually. Exchanging information with a competitor Having discussions or making plans with a com- A swap arrangement with a competitor, for on sales, prices, discounts, terms of business, petitor to keep a new arrival out of the market. example where Elekta agrees to service a market share, production capacity, costs, competitor’s machine on a reciprocal basis. commercial strategy and so on, unless this BID RIGGING information is historic and aggregated INVESTMENTS Agreeing with competitors as to who will bid/not (not specific to an individual company). bid for a particular tender. Discussing a joint venture proposal. Attending meetings where this information is dis- Discussing prices with competitors prior to cussed or revealed (see also Trade Associations). tendering or during tenders. Providing sensitive information to a third party,

10 11 2. DEALINGS WITH CUSTOMERS 2. DEALINGS WITH CUSTOMERS

AGREEMENTS WITH CUSTOMERS, SUPPLIERS AND BUSINESS REPRESENTATIVES PRICE PRICE Unlike agreements with competitors, many agreements with customers, suppliers and business representatives are necessary and entirely appropriate in the course of Elekta’s day-to-day business. Agreeing with a customer that you will not sell Offering customers discounts related to the vol- to anyone else at a lower price. ume of their individual order (but see Dominance However care needs to be taken with regard to the following situations. section 5.5 for potential restrictions on this). REFUSAL TO DEAL REFUSING TO DEAL Refusal to deal with a certain customer without a justifiable reason. Making an independent decision not to deal with a certain party on credit due to justifiable Refusal to supply spare parts to a third party, concerns about creditworthiness. including a third party who offers a competitive services offering, unless this is justified: RESTRICTIONS ON USE for example, on regulatory or safety grounds or to maintain safe use/servicing of the product. Restrictions around clinical use of an unreleased product. RESTRICTIONS ON USE

Elekta representatives may not impose restrictions on a customer’s use of a product, unless this is justified on regulatory or safety grounds, or to maintain safe use of the product.

RESTRICTIONS ON USE

Agreements with a competitor to sell or purchase certain items from the competitor.

Agreements between competitors to jointly sell, distribute or promote products, where such agreement limits the individual participants in their freedom to determine their own commer- 2. Dealings with customers cial policy and/or to advertise individually.

A swap arrangement with a competitor, for example where Elekta agrees to service a Resale price maintenance EU countries. This includes indirect methods of preventing competitor’s machine on a reciprocal basis. Just as it is illegal for competitors to conclude price fixing exports/imports. arrangements, so competition rules in most countries LONG TERM SUPPLY prohibit resale price maintenance between a supplier and Exclusivity its customers or distributors. Elekta must not set the resale When considering entering into agreements to buy Long-term exclusive supply agreements prices to be charged by a business representative. exclusively from one source or to supply exclusively to (of more than 5 years’ duration). one customer (exclusive distribution, purchase, franchise Agreements which require the customer to Price discrimination or license agreements) advice should be sought from inform Elekta of better offers and prevent the This is where identical or largely similar goods or services the Elekta legal team as this may raise competition law customer from accepting an offer unless are transacted at different prices to different customers. issues. Elekta chooses not to match it. It is a very complex area of competition law and one that There are some types of conduct that would otherwise be is dealt with differently in different countries. accepted as legitimate but may be considered anticompetitive when performed by a dominant company. These Restriction on resale or use are considered under Dominance in section 5.5 below. Elekta cannot totally prevent or otherwise hinder business Particular care should be paid to any vertical relationship representatives located in countries in the European Union in a market where Elekta has high market shares. from exporting to, or importing Elekta products from, other

12 13 3. DEALINGS WITH SUPPLIERS 4. DEALINGS WITH BUSINESS REPRESENTATIVES

3. Dealings with suppliers 4. Dealings with business representatives

The following principles must be adhered to both during the appointment of a Supplier and during the ongoing The following principles must be adhered to both during the appointment of a business representative, such as a management of that relationship. If Elekta intends to set up an arrangement by which it acts as the distributor of distributor, and during the ongoing management of that relationship. In addition all conduct between Elekta and the supplier’s products then you must first contact the local Elekta lawyer as this area raises many complex issues a business representative must comply with the Elekta policies relating to ‘Appointing and Managing Representatives’ from a Competition Law perspective. and anti corruption.

Appointing and working with business representatives raises many complex issues from a competition law perspective. They can also be very specific to the country in which Elekta and the business representative are operating. Therefore PRICE AGREEMENT EXCLUSIVE SUPPLY AGREEMENTS if you work with a business representative or intend to appoint a new one please consult with your local Elekta lawyer Agreeing resale prices with a supplier where Requiring the supplier to deal exclusively with to understand and remove any competition law issues this may raise. Elekta is acting as the distributor or reseller of Elekta (i.e., not to supply a competitor). Additional restrictions may apply to Elekta’s relationships with business representatives in markets where Elekta is the supplier’s products.* dominant. These are considered under Dominance in section 5 below. *Possibly not a red flag issue in the US so advice should be sought COMPETITION CLAUSE from local lawyers. Provisions forbidding a supplier from manu- facturing or selling competing products beyond PRICE TERRITORY the duration of the supply agreement. Fixing a business representative’s resale price. Requiring a business representative not to market or make active sales outside of their Setting a minimum resale price. appointed territory. Setting a price range outside of which the business representative may not make sales. COMPETITION CLAUSE

Setting the maximum level of discount a busi- Provisions forbidding a business representa- ness representative may give to a customer. tive from buying or selling competing products beyond the duration of the business represen- Terminating the agreement with a business tative’s agreement with Elekta turing or selling representative who sells at prices other than competing products beyond the duration of the the recommended resale price. supply agreement. TERRITORY

Prohibiting all sales outside the business repre- PRICES sentative’s appointed territory, even when the approach is made by the customer rather than Elekta may recommend resale prices or con- the business representative seeking the sale ditions of resale to business representatives (sometimes known as passive sales). as long as no pressure is applied to a business representative who chooses to set their own Specifying one price to a business representative prices. This must be a generic recommendation if they are selling the product in their appointed and must not be provided on a per sale basis. territory and a higher price if they are exporting to another territory. In most countries where an agent is appointed Elekta is permitted to give price instructions to that Agent. It must be a true agent who is either passing the orders to Elekta to enter into or who is entering into the orders on behalf of Elekta.

14 15 5. RESEARCH & DEVELOPMENT AND INTELLECTUAL PROPERTY RIGHTS 6. DOMINANT MARKET POSITIONS

5. Research & development (R&D) and 6. Dominant market positions

intellectual property rights (IPR) The Red, Amber and Green flag examples set out in this document are all based on situations where neither Elekta nor the other party involved in the transaction have a dominant market position. That situation changes once one or both Rights to intellectual property – such as patents, registered designs, trademarks and copyright – can be highly valuable parties to a transaction are deemed to be dominant. In these cases additional restrictions apply. assets. Owners may seek to impose territorial or other restrictions on their licensees, and parties may well wish licenses to be on an exclusive basis. Any such limitation may be subject to competition rules. You should seek advice first Unfortunately there is no exact or simple definition in most laws globally as to when a company is deemed to be domi- from the Elekta legal department before entering into a license agreement that contains such restrictions. nant. The larger the market share, the more careful a company must be in certain practices. Dominance can be deter- mined in various ways, such as dominance in a country, dominance in a region, dominance in a product type or dominance in a certain field. Dominance must be assessed individually for each market, based on Elekta’s share, those of its R&D Agreements and arrangements to develop competitors, and other factors (for instance, ease of new entry). Market share is not the sole indicator of dominance and interfaces between Elekta products and third Agreeing with a competitor the exact introduc- having a very strong competitor in markets even where Elekta has a high market share may well mean Elekta is not domi- party products including competitors. tion time of new technology that you are both nant. Elekta employees should give detailed consideration as to market share and how the relevant market operates, such independently developing. as the other competitors in that market, to determine if there could be dominance. Elekta legal department will assist with IPR such analyses. Agreeing with a competitor what technology Licensing and cross licensing arrangements Elekta will seek to develop or not develop and Having a dominant position is not in itself illegal: it only becomes illegal if that position is abused. But it is important to with a competitor. what technology the competitor will seek to remember that dominance brings extra restrictions with regards to anticompetitive behaviour. develop or not develop. Exclusive licensing of patents, trademarks, If Elekta were ever to be in a position that might be deemed to be dominant in a market, careful attention should be paid know-how or copyright. In the context of joint R&D with a competitor, to the status of the following practices: non-compete restrictions that prohibit indepen- Restrictive covenants in licensing agreements, dent R&D in an unconnected field or after such as territorial restrictions and non-competi- PRICING Supplying a product only as part of a bundle the joint R&D is complete. tive provisions. with other products, or supplying products more Using pricing practices to foreclose competitors cheaply as a bundle than as individual items, PRICES COMPETITION CLAUSE from the market or discriminate against certain without objective justification (e.g. efficiency). customers, such as by: Agreement between the licensor and licensee Provisions forbidding a R&D partner to use to fix the price at which the licensee may sell the competing technologies. REFUSING TO DEAL • Charging a higher price to a customer that is licensed technology/product to an end customer. also a competitor in a different market. Refusal, without any objective justification, to another territory. to deal with a new or existing customer. R&D • Selling below cost with the aim of driving a competitor out of the market or foreclosing Refusing without any objective justification to Independent research relationships with TECHNICAL STANDARDS/CERTIFICATION new entry. supply a third party with products (including academic institutions (subject to compliance spare parts and components) in order to prevent Agreements on technical or design standards with other relevant Elekta policies in this area) • Targeting price cuts against a new competitor. the third party from competing with Elekta, such which include restrictions on what parties may as a third party service company entering the produce. IPR DISCOUNTS/REBATES market to service Elekta product. Non-exclusive licences of intellectual property Offering ‘loyalty’ discounts/rebates based on R&D rights between non-competitors. customers increasing the proportion of their IPR Agreements to cooperate in research and purchases from Elekta. Having different licensing conditions with differ- development and in particular with a competitor Rebates and discounts offered to customers ent customers who are in similar situations. (subject to red flag matters above). should be the same for all customers, be trans- Refusing to license essential intellectual property Joint venture agreements for the development of parent and be based on objective criteria. rights to a competitor. new products, provided that each party markets the new products independently and no limits TYING / BUNDLING BUSINESS REPRESENTATIVES are placed on pricing or passive sales. Informing a customer that Elekta will only supply Allowing a business representative a discount Validation and Verification work to check com- product A (in which Elekta is dominant) if they based on the proportion of their sales which patibility between an Elekta product and a third also purchase product B from Elekta. come from Elekta products. party product.

16 17 6. DOMINANT MARKET POSITIONS 7. TRADE ASSOCIATIONS

PRICING REFUSING TO DEAL 7. Trade associations Charging higher prices to customers with a Refusing to supply a customer on credit terms higher willingness to pay, if this leads to a higher because of that customer’s poor creditworthi- Elekta is a member of several trade associations and participation in these associations is generally seen as a good idea level of output. ness or failure to accept terms. by Elekta.

Offering customers discounts related to the Refusing to supply a customer because supplies Elekta’s participation in these trade associations is perfectly legitimate and is permitted, however all Elekta employees volume of their orders. are temporarily cut due to capacity constraints must ensure that their conduct at trade associations and the conduct of the other members of the trade association (provided the supplier does not discriminate never over-steps the permitted boundaries outlined in this document. Trade associations must never be a forum for illegal Offering payments based on advertising, between its customers in allocating available collusion between competitors. marketing and promotional initiatives. products). Elekta’s legal department should be informed of all trade association memberships and the advice of the legal Short run promotions (subject to restrictions department should be obtained prior to joining any new Trade Associations. on selling below cost, above). PRICING

Charging prices which result in high profits for a EXCLUSIVITY INFORMATION EXCHANGE Distribution costs, cost accounting formulas, period of time because Elekta is more efficient or methods of computing costs. Careful consideration needs to be given to innovative than our competitors. The following matters should never be discussed agreements that include a restriction on the at a Trade Association meeting, either formally or Product development or investment in research Charging different prices to different customers other party dealing with an Elekta competitor. informally. programs which is not yet publicly known. for the same product where the price difference Information as to future plans of individual Careful consideration needs to be given to agree- corresponds to the difference in the costs of Prices, including discounts, mark-ups, rebates, companies concerning technology, production, ments that include exclusivity provisions such as supplying those customers. price differentials, allowances, credit terms, that Elekta will purchase all its requirements for marketing and sales. or promotions. product X from supplier Y. Individual company figures regarding market- Any data that would have a bearing on price, share. BUSINESS REPRESENTATIVE such as costs, production volumes, capacity, inventories and sales. Appointing an exclusive business representative JOINING A TRADE ASSOCIATION for a geographical area or a class of customer Planned or implemented price changes Never join a Trade Association that does not (for example private hospitals versus public (whether or not the actual amount is included), make available detailed conditions of member- hospitals). or the dates of planned price changes. ship, scope and purpose.

Operating a selective distribution network, such Contractual terms, including discounts, payment TRADE ASSOCIATION CODES OF PRACTICE as selling only to a limited number of business terms and periods of guarantee. representatives and imposing restrictions on AND STANDARDS Contract tenders, ongoing bids or plans to bid for their ability to resell products. Never sign up to a Code of Practice if the effect business as well as the corporate procedures for of the code would limit the way Elekta could Entering into an exclusive dealing agreement, responding to tenders, or conditions of sale. or an agreement that requires the other party compete with its competitors. Matters relating to individual suppliers, to purchase only from Elekta. Never agree to a Standard that would prohibit distributors or customers. Requiring a business representative to stock the the use of competing technologies. Territorial restrictions, allocation of customers, full product range. restrictions on types of products, or any kind of Requiring a business representative to purchase market division. INFORMATION EXCHANGE a minimum quantity of a particular product Business plans or commercial strategy. With regard to the exchange of industry unless this is objectively justified, for instance, statistics, wherever and in whatever form this by the cost of supply. Competitive strengths/weaknesses in particular may take, Elekta’s legal department asks you areas. to consider: Production planning or output levels, including • The independence of the persons collecting inventory/order backlog, production volumes or the information. capacity. • The confidentiality of the collection process.

18 19 7. TRADE ASSOCIATIONS 8. MERGERS, ACQUISITIONS AND JOINT VENTURESJOINT VENTURES 9. PUBLIC PROCUREMENT BIDS

• That the data is aggregated and no individual TERMS AND CONDITIONS company can be identified in the results. 8. Mergers, acquisitions and joint ventures A Trade Association may produce standard terms and con- • That it relates to historic data only and no ditions, for example to govern the sale of goods. It is per- The merger of companies, the acquisition and sale of businesses and the establishment of joint ventures may be subject future data is included. missible to use these terms and conditions as long as the to control by competition authorities and therefore if any part of an Elekta business (whether assets or shares) is to be terms do not seek to set prices, and as long as the Trade sold, or any part of a third party business (whether assets or shares) is to be purchased or a joint venture relationship is to JOINING A TRADE ASSOCIATION Association has not agreed that all members will use them. be established, Elekta’s legal department must be contacted at the very start of the project. If the parties to a transaction Use of these terms and conditions must be completely and The advice of Elekta’s legal department fail to report it to the authorities, they run the risk of being fined and also of having the transaction declared null and void. genuinely an independent decision by each member. should be obtained prior to joining any new Trade Associations.

CONDUCT IN TRADE ASSOCIATION MEETINGS ATTENDING MEETINGS All Elekta employees must comply with the In general, you should be wary of attending 9. Public procurement bids following rules when participating in Trade meetings where no agenda has been circulated Association meetings. in advance. A large number of tenders entered into by Elekta will be with national bodies and will therefore be governed by the public • An agenda must be circulated for review in ad- procurement rules that apply in the customer’s country. These rules are designed to ensure fair competition between Meetings should be fully minuted, with records vance of the meeting and any areas of concern suppliers and accordingly all Elekta employees must comply with relevant public procurement rules when participating of attendance, whenever possible. should be discussed with Elekta’s legal depart- in public tenders. ment. INFORMATION EXCHANGE In addition if any Elekta employee believes a tender is not being conducted fairly then this should be reported immediately • Only relevant and appropriate Elekta employees to Elekta’s legal department to determine if further action should be taken. The following matters may be discussed: should attend the meeting, for example a commer-

Non-confidential technical and promotional cial employee would not normally be expected to issues relevant to the industry. attend a technical meeting. • Informal commercial discussions of any kind be- Health and Safety. fore or after the meeting must be avoided. Unless Environmental matters/legislation. absolutely necessary, do not stay in the same hotel as the other participants and do not attend social New and proposed legislation that will affect gatherings such as dinners. the industry. • Accurate and detailed notes of the meeting Technical standards. must be taken and retained in line with the Elekta Document Retention Policy. Generic quality control issues. • Objections should be made against any deviation ATTENDING MEETINGS from the agenda during the meeting which strays into prohibited areas. Elekta employees must at all Attending trade association meetings is times be aware of what is being discussed. permissible. If there are any items of concern • If a competitor seeks to initiate a discussion on on the Agenda, consult with Elekta’s legal an improper subject, objections should be made, department prior to the meeting. notably saying that it is Elekta’s strict policy to not discuss such topics and by asking that the discus- CERTIFICATION BY TRADE ASSOCIATIONS sion is stopped immediately. If the discussion does You can receive and use certification by trade not stop Elekta Professionals must withdraw from associations to minimum quality standards the meeting and ensure that your withdrawal, the provided that certification is available to all time and the reason therefore, is recorded in the manufacturers that meet objective quality official minutes. In addition this should be prompt- requirements. ly notified to your manager and Elekta’s legal department and a copy of the relevant minutes provided to them.

20 21 Be careful DO

...consider whether you need to write what you write anything down at all. ...exercise great care in your writing. and say ...keep accurate notes of all meetings with competitors.

A careful choice of written or spoken words will not avoid liability where anticompetitive practices are involved. On the other hand, a poor choice of words can make a perfectly DO NOT legal activity look suspect. ...use vocabulary that could be misconstrued Take care with your language in all business as suggesting guilty activities or purpose, communications, whether in writing or in the such as “please destroy after reading”. DAWN RAIDS course of telephone conversations or meet- ...use power or domination vocabulary, In order to verify compliance with competition laws, ings. Remember that many internal or external for example “we will dominate the market”, authorities may obtain evidence by way of an investigation documents are likely to come under scrutiny “we have virtually eliminated competition” at the premises of a company. It may carry out dawn raids: Should investigators arrive, during an investigation or legal proceedings, and words like destroy, kill, squeeze, crush, that is, unannounced visits to inspect the company’s immediately inform the General even those which you might believe to be per- damage, price control. premises, seize documents and interview employees. Counsel. If permitted follow this with sonal or confidential such as diaries, telephone notification to the local Managing call records or personal note books. Docu- ...exercise caution when talking about The procedures to be followed when handling investiga- Director, the Regional EVP and ments in this context are not limited to papers, competition and prices, and DO NOT discuss tions or dawn raids by the authorities are set out in Group Communications. but can include any form of information: com- these with competitors. separate guidelines. puter records and databases, e-mails, record- ...speculate about whether an activity is legal ings, films and so on can all be examined. or illegal: for instance, “these arrangements may well breach competition law so keep it Particular care needs to be taken concerning confidential”. WHERE TO GET FURTHER ADVICE AND INFORMATION more informal and casual communication ...allow discussion with competitors of matters Any questions about the legality of any intended agreement reported by sending a letter (anonymous or otherwise) such as e-mails and voicemail messages. such as changes in price levels, production or conduct or the proper enforcement of this Policy or any to the Global Compliance Officer or by email to Both e-mail and voicemail messages can plans, allocation of markets or actions aimed applicable national competition laws should be referred to [email protected]. be accessed during an inspection by the at hindering other competitors. Elekta’s legal department. The legal department should be competition authorities or in legal proceedings. Remember that deleting these documents consulted for any query regarding the interpretation of this Investigation of suspected breaches of this Policy ...keep documents for any longer than speci- from your computer does not prevent them Policy. Suspicions and reports of anticompetitive practices fied in the Elekta document retention policy. must never be ignored. You are obliged to pursue any such from being retrieved. What to do if you suspect anti competitive behaviour suspicions or reports. Elekta will investigate all reports or If you become aware of any activity which you suspect is an other information received regarding alleged violations infringement of competition law you should notify Elekta’s of this Policy. legal department or the Compliance Officer without delay. Failure to adhere to this Policy may result in disciplinary This applies both to suspected infringements by Elekta action appropriate to the violation, up to and including and suspected infringements by competitors, suppliers termination of employment or the contractual relationship. or customers. As Elekta has an official policy of zero tolerance against Alternatively, you can report suspected infringements anticompetitive practices, all criminal activities will be anonymously by using the whistleblower process. reported to the relevant authorities. The suspected anticompetitive practices can be

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www.elekta.com

Corporate Head Ofﬁce Regional Sales, Marketing and Service Elekta AB (publ) North America Europe, Middle East, Africa, Asia Paciﬁc Eastern Europe, Latin America Box 7593, SE-103 93 Stockholm, Sweden Tel +46 8 587 254 00 Tel +1 770 300 9725 Tel +46 8 587 254 00 Tel +852 2891 2208 Fax +46 8 587 255 00 Fax +1 770 448 6338 Fax +46 8 587 255 00 Fax +852 2575 7133 [email protected] [email protected] [email protected] [email protected]