The Financial Services Institute, Inc. (FSI) is committed to operating within the spirit of all federal, state, and applicable international trade regulations and antitrust laws. Because FSI’s members are competitors, the purpose of this policy is to ensure that FSI-related activities that bring members together do not lead to activity in violation of antitrust laws or regulations, or create the perception thereof. In fact, these guidelines are designed to ensure that no FSI-related activities lead to the perception that any FSI members or staff have violated antitrust laws or regulations. These activities include, but are not limited to, FSI Council meetings, FSI Discussions, FSI conferences, meetings and forums, and other FSI-related events and activities.
Antitrust Laws & Regulations
The purpose of antitrust regulations is to preserve competition, which serves an essential function in our economy. Violations of antitrust laws may constitute a felony offense that involves prison time and/or severe financial penalties. Because the very nature of a trade association is to bring competitors with common interests together, FSI and our members must be particularly cognizant of ensuring staff and members do not engage in any activity that runs afoul of rules intended to protect fair trade.
While many of the antitrust laws and regulations apply only to concerted action or agreements, an illegal agreement can be found even without a “handshake” or express writing or words indicating such. Tacit understandings, including responding to pressure, exerting pressure, or doing “what is expected” can be sufficient. An implied agreement may be inferred from actions or the result of those actions. For example, if two competitors discuss prices, and later adopt prices that are similar, a conspiracy to fix prices may be inferred even though the competitors never explicitly agreed to conspire. Comments made in an informal environment may be used as proof of an agreement, even though the parties’ subsequent actions actually were taken independently for sound business reasons. Thus, the safest rule of thumb is to avoid any troublesome discussions with competitors of these topics. It is very important to remember that you may violate the antitrust laws by an informal verbal understanding. No written contract or express agreement is required.
To ensure we operate within antitrust laws and regulations, FSI will adhere to the following policy and will publish this policy to its members, staff, and leaders on, at minimum, an annual basis.
Prohibited Conduct Subject to Antitrust Regulations
Discussions at FSI activities, meetings, or events shall be avoided if they are, or could be construed to be, having the purpose of collusion in violation of antitrust regulations. FSI staff and members shall not violate federal, state, or applicable international trade regulations and antitrust laws. Therefore, the following activities and discussions may not take place at any FSI related activity or within any FSI related group:
FSI Action When Prohibited Actions or Discussions Occur
FSI members and/or staff shall be required to cease immediately any discussion or other activity that FSI’s counsel and/or staff have determined violates this policy.
Any member found to have participated in conduct that the Board of Directors, by a two-thirds majority, determines to be contrary to FSI’s Antitrust Compliance policy shall be subject to disciplinary measures, up to and including termination of their membership. Should a violation be brought to the Board’s attention, due process shall be granted to the affected individual(s), including written notification of the matter, an opportunity to respond to the charges and attend a hearing on the matter in person. Should the violation involve an FSI employee, sanctions, including termination, would be considered as outlined in FSI’s Employee Handbook. FSI’s President & CEO shall be responsible for implementing disciplinary actions regarding FSI staff. Should prohibited activity or discussions be found to have occurred, FSI’s General Counsel or Associate General Counsel (hereinafter referred to collectively as General Counsel) shall review the policy in a timely manner and determine if any changes or additions to the policy are necessary and if so, shall update the policy with those changes and/or additions.
To ensure FSI staff and members are aware of and follow the above antitrust policy, the following procedural policies shall be adhered to. FSI staff and members should consult with FSI’s General Counsel and/or Associate General Counsel (referred to collectively hereinafter as General Counsel) to discuss any antitrust concerns.
Use of Agendas and Surveys
To the extent possible, all FSI meetings shall be conducted using agendas distributed in advance. Discussions shall be limited to agenda items, unless the participants agree to an addition. FSI may also engage in benchmarking surveys of our members in response to requests from FSI’s Board of Directors, FSI Councils, individual FSI members, and FSI Task Forces or other such FSI groups. Should FSI’s General Counsel note any topics of concern in any agenda or benchmarking survey effort, the General Counsel will discuss the topic(s) with the appropriate FSI staff and/or member and ensure that the activities or discussions do not involve questionable behavior or topics.
More specific policies related are described below:
Responsibility of FSI Staff in the Event of a Price-Fixing Discussion
In the event any member is found to have participated in a discussion of price-fixing, FSI staff shall immediately alert the General Counsel who will determine appropriate next steps. These steps could include, but are not limited to the following:
Distribution of Policy to FSI Staff and Members
Review of Antitrust Policy & Procedures
FSI’s General Counsel shall review this policy on an annual basis no later than December of each year and make any necessary adjustments or changes prior to distribution to FSI staff and members in January. The General Counsel will clearly mark each version with the most recent date of review, even if no changes are made from the previous version. Each annual version of the Antitrust Policy shall be kept on the public drive in an easily identifiable folder accessible by all FSI staff members. The most recent version of the policy shall also be linked to in the current version of FSI’s Employee Handbook.