1 What is benchmarking? Generally, ‘benchmarking’ is comparing our structures, processes and results to those of other organisations to measure our performance and improve our efficiency. The purpose of benchmarking is to determine areas of inefficiency and excess cost in our own operations, identify the structures, processes and practices that have contributed to the success of others, and develop a plan to adapt the lessons learned from other organisations to our own situation. Benchmarking is an important tool for our organisation. It is generally considered pro-competitive, if properly structured and conducted, as its aim is to enhance efficiency and lower overall costs. 2 What is the risk? Because it commonly involves exchanging information between competitors, benchmarking has the potential to facilitate anti-competitive communications or to provide an opportunity for collusion; there are therefore inherent competition law compliance risks in benchmarking activities. As such, any benchmarking activities must be carefully designed and conducted, with advice and guidance from [insert, eg the legal team]. Prior discussion and planning with [insert, eg the legal team] is especially critical when the benchmarking activity involves

Meetings with competitors carry a high competition law risk. Please complete this form and return it to [insert, eg the legal team] before attending any meeting or event where a competitor will be present. You must seek guidance from [insert, eg the legal team] if you have any questions

1 What is dominance? 1.1 As a rough rule of thumb, once a business consistently has a market share in excess of 40%, it is likely to be in a dominant position. That market share typically needs to have been maintained for at least two years. However, market shares are not the only factor in determining whether a business is dominant—it will be dominant if it can act, to an appreciable extent, independently of its competitors, customers and consumers in the relevant market. 1.2 When an organisation occupies a position of dominance, it has a ‘special responsibility’ not to allow its conduct to impair genuine competition. Failure to adhere to the ‘special responsibility’ puts a business at risk of abusing a dominant position. Determining what might be abusive is not always clear-cut. 2 Why market dominance is a concern 2.1 Dominant businesses have a special responsibility to ensure their conduct does not distort competition. 2.2 Dominant companies should constantly assess their conduct in light of their special responsibility and challenge the rationale for conduct that has the potential to strengthen or enhance market position.

Please use this checklist before entering into any exclusive agreement. Assessing whether exclusivity is likely to lead to anti-competitive effects is not a straightforward exercise—there are a number of factors to consider, and in many instances, exclusive arrangements may not be possible at all. Above all, you should ensure the rationale for exclusivity is not simply to undermine competitors or delay or hinder new entrants. If this is what is driving the exclusivity, from a competition regulator's perspective it may not matter whether the conduct results in an anti-competitive effect. You must seek guidance from [insert, eg the legal team] where indicated in this checklist and where you have any questions or concerns. 1 Exclusivity Factor Result Comments Is the buyer obliged or induced to concentrate its orders for a particular product or service with only one supplier (so-called single-branding/exclusive sourcing)?Note that even an obligation or inducement to purchase

Associations with actual or potential competitors for the purpose of jointly undertaking a particular commercial enterprise or transaction generally are legal where the pro-competitive benefits of the joint venture (JV) outweigh anti-competitive effects, if any. Examples of pro-competitive benefits of joint ventures include the advancement of technology, the creation of new products, services or competitors, and the advantage of economies of scale (ie increased capacity and reduced transaction costs). This guide is intended to help staff in planning, structuring and managing JVs, particularly with reference to competition law compliance. You must consult [insert, eg the legal team] before you propose or enter into any JV. 1 Determining whether a joint

Date of risk assessment [Insert date] Person(s) conducting risk assessment [Insert name(s) and job title(s)] 1 Meeting details Date of planned meeting [Insert date] Nature of planned meeting [Insert details] Expected attendee(s) from this organisation [Insert name(s) of individual(s) expected to attend from our organisation] Expected attendee(s) from other organisation(s) [Insert name(s) of organisation(s) and/or

Meetings with competitors (or where competitors are present) pose a high risk of competition law compliance issues arising. These FAQs are intended as a quick reference point for staff who come into contact with competitors. If you do not find the answer to your question or concern in this document, you must contact [insert, eg the legal team] immediately. 1 Can I attend an industry association meeting where competitors will be present? Yes, but with caution. These type of meetings can become problematic if confidential or commercially-sensitive information is shared or discussed. 2 Can I have informal chats with competitors at conferences or social events? Yes, but you must steer

Meetings with competitors carry a high competition law risk. Please complete this checklist and return it to [insert, eg the legal department] before attending any meeting where a competitor will be present. You must seek guidance from [insert, eg the legal department] if you have any questions or concerns. 1 General Date of meeting [Insert date] Persons attending from [insert organisation name] [Insert names of persons attending from organisation] Other organisations attending [Insert names of other organisations attending the meeting] Purpose

Merger and acquisition (M&A) activities may be subject to review or oversight by competition law authorities in jurisdictions in which we pursue acquisition opportunities. This guide is intended to help you comply with competition laws as you go through the M&A process including exchanging information, preparing documents and working towards integrating businesses, all of which can pose significant competition law compliance risks and challenges. Competition authorities recognise that certain kinds of planning and information exchange are necessary during a merger or acquisition. However, certain activity or behaviour is prohibited under competition law: —behaviour that, if engaged in by two independent organisations (which the buyer and target organisation in an M&A transaction remain until completion), would break competition laws prohibiting competitor co-ordination; and —‘gun-jumping’ behaviour, ie co-ordination or premature integration pre-completion that provides the buyer with control of the target organisation. The target and parties to a potential transaction must continue to operate independently until the transaction completes. Staff of each company should conduct business as usual, bearing in mind that the organisations remain separate

1 Introduction 1.1 We have performed an organisation-wide assessment of the areas where we are most at risk of breaching competition law. This document records the risks we have assessed and conclusions we have reached. The person responsible for conducting this risk assessment is [insert name or role]. 1.2 The review included consideration of our: 1.2.1 staff; 1.2.2 competitors; 1.2.3 operations; 1.2.4 [[other consideration]; 1.2.5 [other consideration].] 2 Sources of information 2.1 We have identified the following internal and external sources of information in relation to risk: Internal External Audit report with associated documents, eg schedule of recommendations [Relevant risk factors identified by the CMA] Details of previous competition law compliance failures [Sector-specific guidance on competition law compliance] Reports of competition law compliance concerns [Insert next source of information] [Annual competition law compliance review] [Insert next source of information] [Our people, eg heads of higher-risk departments—sales and marketing, PR and communications, etc] [Insert next source of information] [Departmental and/or organisation-wide risk register(s), eg for entries relating to high-risk business opportunities] [Insert next source of information] [Insert next source of information] [Insert next source of information] 2.2 We have assessed that there are the following gaps in our risk information: 2.2.1 [insert any gap in information, eg our Annual competition law

Question Correct answer 1. Competition law protects business and consumers from anti-competitive behaviour, and safeguards effective competition True 2. What are the consequences of breaching competition law? Heavy fines, prison sentences, director disqualifications, and reputational damage. 3. What are the three main contexts in which competition law may become an issue

1 How to use this test These questions are designed to test your understanding after your attendance at our training on competition law compliance. After you have completed this test, please return it to [insert name]. 2 General Name of person completing test Insert name Role Insert role Date Insert date 3 Multiple choice questions Tick the correct answer. Question Multiple choice answers 1. Competition law protects business and consumers from anti-competitive behaviour, and safeguards effective competition □ True□ False 2. What are the consequences of breaching competition law? □ Heavy fines, prison