MANAGING DIRECTOR’S AND COMMITTEE AND DIVISION CHAIRPERSON’S HANDBOOK

Policy and Procedures for Compliance with Antitrust and Other Laws

Executive Summary of Handbook

It is, and has been, the policy of the UAMA and its members to strictly comply with all laws applicable to UAMA and division activities. The Managing Director’s and Committee and Division Chairperson’s Handbook is designed to ensure that each member of the Managing Director’s executive staff and each committee and division chairperson is aware of the applicable antitrust laws and his or her responsibility in ensuring that those laws are not violated. The Handbook provides information necessary to chair any UAMA, division, or committee meeting. A careful reading of the Handbook is mandatory for each member of the Managing Director’s executive staff assigned to UAMA matters and for all chairpersons.

Each member of the Managing Director’s executive staff assigned to UAMA matters and each chairperson must execute annually the attached certificate which specifically refers to the activities of each respective committee or division and return it to Wherry Associates.

Topics addressed in the Handbook are as follows:

Parts I & II, Antitrust Laws – Importance of Antitrust Policy

  • Potential antitrust problems are often subtle; a committee or division chairperson, member representatives and the Managing Director’s executive staff must adhere to the UAMA’s antitrust guidelines in addition to making effective use of legal counsel to prevent the possibility of violations.
  • Particular responsibility for compliance with antitrust laws rests with each committee or division chairperson and the Managing Director’s executive staff. Committee and division chairpersons must be sensitive to antitrust concerns, and immediately notify the Managing Director’s executive staff and appropriate legal counsel when concerns arise. Appropriate counsel includes a member’s own in-house counsel, its outside legal counsel if knowledgeable in antitrust polices or J. Stephen Van Heyde of Baker & Hostetler, LLP (614/462-2615).

Part III, What Committee and Division Chairpersons Must Do to Minimize Antitrust Problems

Compliance with antitrust laws requires specific action:

  • Committee and division chairpersons should not begin or conduct committee or division meetings or telephone conference calls unless a UAMA executive staff or legal counsel is present. When a UAMA executive staff or counsel is not present, the instructions to be followed by the committee or division chairperson are to be found in Part III of the Handbook.
  • UAMA policy requires careful preparation, review and approval of minutes in all circumstances. Part III also includes a list of other documents which may need to be reviewed by the Managing Director’s executive staff or legal counsel prior to circulation. Committee and division chairpersons must ensure that all such documents are reviewed by the Managing Director’s executive staff or by legal counsel prior to distribution.

The UAMA Managing Director’s and Committee and Division Chairperson’s Handbook also provides information specific to UAMA or division meeting topics and activities, including:

Appendix I, Special Considerations Under the Antitrust Laws

  • Any discussion of, or exchange of information on, price or sales activity in geographic markets is strictly prohibited.
  • Safety and health issues present a unique situation. Today’s most difficult health and safety problems can only be solved if corporations continue to work together.
  • The basic principles set forth in the Handbook, Appendix I, Part H, should guide all discussion of the above issues.

Appendix II, Document Handling Policy for Committees

  • The creation and retention of documents, including minutes of committee and division meetings, must be done consistently in accordance with UAMA’s policy on record retention.
  • UAMA’s document creation and retention policy must be followed by committee and division chairpersons, committee members and the Managing Director’s executive staff in all cases.

Appendices III & IV, Procedures for Development of Proposed Standards and Interpretations of Standards by UAMA

  • Standards-setting can pose a risk of antitrust violation and must be conducted according to UAMA policy.

Appendix IV, Rules and Procedures of the Statistical Program of UAMA

  • Statistical and research programs must be carefully planned, conducted and reported according to UAMA policy.

Appendix V, Federal Sentencing Guidelines

  • UAMA’s Antitrust Compliance Policy (which includes both the Statements and Guidelines and the Managing Director’s and Committee and Division Chairpersons’ Handbook) may receive credit under the Federal Sentencing Guidelines, but must meet seven specific criteria.

Appendix VI, Guidelines for Testimony Before A Congressional Committee

  • Testimony before a Congressional Committee or Subcommittee by any party representing the UAMA must be done only in accordance with strict guidelines.

COMMITTEE AND DIVISION CHAIRPERSON’S COMPLIANCE CERTIFICATION

I hereby certify that:

  1. I have read and understand the UAMA Managing Director’s and Committee and Division Chairperson’s Handbook of Policy and Procedures for Compliance with Antitrust and Other Laws.
  2. Based on my understanding of the Handbook of Policy and Procedures for Compliance with Antitrust and Other Laws, I am unaware of any violations of the antitrust laws within the past twelve months relating to the activities of the Committee or the _________________ Division or any of its current members.

Date: ________________________________________________

Print Name: ________________________________________________

Company Name: ________________________________________________

Signature: ________________________________________________

MANAGING DIRECTOR’S COMPLIANCE CERTIFICATE

I hereby certify that:

  1. I have read and understand the UAMA Managing Director’s and Committee and Division Chairperson’s Handbook of Policy and Procedures for Compliance with Antitrust and Other Laws.
  2. Based on my understanding of the Handbook of Policy and Procedures for Compliance with Antitrust and Other Laws, I am unaware of any violations of the antitrust laws within the past twelve months relating to the activities of the Unified Abrasives Manufacturers Association or any of its current members.

Date: ________________________________________________

Print Name: ________________________________________________

Company Name: ________________________________________________

Signature: ________________________________________________

SUMMARY OF CHAIRPERSON’S ANTITRUST RESPONSIBILITIES AND DUTIES

You have been elected to represent the UAMA as a committee or division chairperson. The position is one which denotes significant accomplishment and recognition within the industry. A committee or division chairperson is primarily responsible for the activities and achievements of the committee or division. No individual is better able to control the direction of a committee or division than its chairperson. Thus, the chairperson must be fully prepared to guide the committee or division.

The most obvious and most important responsibility of the chairperson is to run committee or division meetings. This duty encompasses meeting preparation and post-meeting activities, as well as conducting the actual meeting.

Before each meeting, the Managing Director’s executive staff will prepare an agenda that includes topics the chairperson and other members wish to cover. Once this has been done, the chairperson should, prior to the meeting:

  1. Review the agenda and any written material to be distributed at the meeting with the Managing Director’s executive staff, and with legal counsel when necessary. Any items on the agenda which raise antitrust concerns with the chairperson or the Managing Director’s executive staff should be brought to legal counsel’s attention.
  2. Determine the nature and scope of the action under consideration, and consult sections of the Managing Director’s and Committee and Division Chairpersons’ Handbook to ensure that action would not violate UAMA policy or procedures.
  3. Provide members with sufficient background information on which to make an informed decision. This often may include a written description of the suggested action.
  4. Anticipate potential problems or difficulties, and prepare to address those problems or difficulties.

During the meeting, formal meeting procedures should be followed at all times:

  1. Call the meeting to order as close to the scheduled time as possible.
  2. Prior to conducting business, briefly review the applicability of the UAMA Antitrust Policy to the proceedings. The chairperson may do so personally or request the Managing Director’s executive staff or legal counsel to do so.
  3. Any materials brought by members or visitors for distribution at the meeting should be reviewed by the chairperson or the Managing Director’s executive staff or legal counsel prior to distribution.
  4. Review the agenda to determine if any members have travel schedules that necessitate revision so that matters involving votes can receive maximum participation.
  5. Involve all members in discussions. The chairperson should feel free to express his or her company’s position on issues under discussion. However, the chairperson’s first responsibility is to obtain a resolution of all issues through full participation.
  6. If action is under consideration, ensure any decision to take that action is achieved through consensus of members or through a vote.

After the meeting, the Managing Director’s executive staff will prepare draft minutes, and, after review by Baker & Hostetler, LLP circulate the draft minutes to members for comments.