GROUP

COMPETITION
LAWS POLICY
The way we compete
02.

Table of Contents

Competition
laws
in practice

Appendix
Group Competition Laws Policy .03

FOREWORD
COMPETITION LAWS
1. THE IDEA BEHIND
FOREWORD BY THE CHIEF EXECUTIVE OFFICER . . . . . . . . . . . . . . . . . . 04

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE
1.THE IDEA BEHIND COMPETITION LAWS . . . . . . . . . . . . . . . . . . . . . . 09

LAWS ISSUES?
2. WHAT ARE THE DIFFERENT KINDS OF SITUATIONS
THAT MAY RAISE COMPETITION LAWS ISSUES? . . . . . . . . . . . . . . . . . . 09

3.CONSEQUENCES OF VIOLATION OF COMPETITION LAWS? 10

4.HOW TO BEHAVE WITH COMPETITORS? . . . . . . . . . . . . . . . . . . . . . 11

COMPETITION LAWS?
4.1 Anti-competitive agreements and concerted practices 11

3. CONSEQUENCES
. . . . . . . . . . . . . .

OF VIOLATION OF
4.2 Trade associations and industry conferences . . . . . . . . . . . . . . . . . . . 14
4.3 Benchmarking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.4 Market intelligence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

5. HOW TO BEHAVE WITH SUPPLIERS, ALLIANCE OR OTHER

BUSINESS PARTNERS AND CLIENTS? . . . . . . . . . . . . . . . . . . . . . . . . 17
5.1 When a supplier, alliance or other business

WITH COMPETITORS?
4. HOW TO BEHAVE
partner or client is also a competitor . . . . . . . . . . . . . . . . . . . . . . . . 17
5.2 When a supplier, alliance or other business
partner or client is not a competitor . . . . . . . . . . . . . . . . . . . . . . . . 19

6. HOW TO BEHAVE IN A DOMINANT POSITION

OR A MONOPOLY POWER S ITUATION? . . . . . . . . . . . . . . . . . . . . . . . 20

7.PRACTICAL ADVICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

BUSINESS PARTNERS
ALLIANCE OR OTHER
7.1 Accuracy in written documents . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

5. HOW TO BEHAVE
WITH SUPPLIERS,

AND CLIENTS?
7.2 How to behave in case of public authority investigations . . . . . . . . . . . . . 22

APPENDIX
DETAILED GUIDELINES ON HOW TO BEHAVE WHEN IN
A DOMINANT POSITION OR A MONOP OLY POWER S ITUATION . . . . . . . . . 27
1 What is a dominant position or a monopoly power? . . . . . . . . . . . . . . . . 27
2 Prohibited behavior when being in a dominant position
6. HOW TO BEHAVE IN
or benefiting from a monopoly power . . . . . . . . . . . . . . . . . . . . . . . 28
POWER SITUATION?
OR A MONOPOLY
7. PRACTICAL ADVICE

defines specific concepts

GLOSSARY

provides additional practical guidance

APPENDIX

states Do’s & Don’ts

04.
Group Competition Laws Policy .05

FOREWORD
FOREWORD BY THE CHIEF
EXECUTIVE OFFICER
Compliance with competition rules is a guiding principle for Capgemini

Compliance with competition laws is of the utmost importance for Capgemini. Fair
competition on the market fosters innovation, excellence and customer trust.

Virtually all the countries in which Capgemini operates have adopted competition
laws and are actively enforcing them. In recent years, regulators across jurisdictions -
from North America to APAC Region and through Europe - have taken an increasingly
tough stance against companies breaching competition rules. In the context of the
European Green Deal, the European Commission and national competition
authorities in the EU are also putting more focus on the contribution of competition
policy to sustainable development and increasingly targeting competition law
infringements with a harmful impact on the environment.

Violations of competition laws have serious consequences: offending companies face

very heavy fines, and are increasingly required to pay substantial damages to victims
of anticompetitive practices. Infringements of competition rules may also result in
criminal penalties for companies and employees alike. They also lead to the loss of
reputation and trust built up over decades.

As reflected in its Code of Business Ethics, the Group is fully engaged in complying
with all applicable competition and antitrust laws. With this Competition Laws Policy,
Capgemini commits itself to a set of guiding principles in the relationships with all
stakeholders: employees, customers, suppliers, shareholders, partners, and society as
a whole.

The Competition Laws Policy provides a comprehensive overview of potential

unsound practices, with concrete scenarios addressing situations likely to be
encountered in the industry, and principles to be followed. It also provides practical
guidance in the form of Do's and Don'ts and explains where to find support. Each of
us needs to know, understand and apply these principles in our daily work, regardless
of our function or level in the company.

As your Chief Executive Officer, it is my commitment to ensure that we maintain our

standards of integrity and compliance and stay clear of any misguided action. Make
sure that you know the content of this Competition Laws Policy and act in line with
its rules and principles. I count on your full support and engagement to help us lead
by example.

Aiman EZZAT
Chief Executive Officer
06.

Competition
laws
in practice

Portrait of Christine McGUIGAN, Assistant Director,

Work Force Transformation Stream Lead, Capgemini North America
featured in the communication campaign:
http://www.capgemini.com/experts/
 .07

7. PRACTICAL ADVICE 6. HOW TO BEHAVE IN 5. HOW TO BEHAVE 4. HOW TO BEHAVE 3. CONSEQUENCES 2. WHAT ARE THE 1. THE IDEA BEHIND
A DOMINANT POSITION WITH SUPPLIERS, WITH COMPETITORS? OF VIOLATION OF DIFFERENT KINDS OF COMPETITION LAWS
OR A MONOPOLY ALLIANCE OR OTHER COMPETITION LAWS? SITUATION THAT MAY
POWER SITUATION? BUSINESS PARTNERS RAISE COMPETITION
AND CLIENTS? LAWS ISSUES?
 08.

Competition laws
in practice
Group Competition Laws Policy .09

FOREWORD
1. THE IDEA BEHIND

COMPETITION LAWS
1. THE IDEA BEHIND
COMPETITION LAWS

Competition and anti-trust laws are aimed at preventing conduct that interferes with
the normal economic effects of supply and demand in a free market.

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE
Most countries in which the Capgemini Group operates have competition or anti-trust

LAWS ISSUES?
laws and trade regulations.
The Capgemini Group is committed to complying with all applicable competition and
anti-trust laws and regulations. Any breach of competition or anti-trust laws and regulations
will be taken extremely seriously.
In this Policy, the term “competition laws” will be used to refer to the common principles
of competition or antitrust laws and regulations across the globe.

COMPETITION LAWS?
3. CONSEQUENCES
OF VIOLATION OF
The Policy contains guidelines you should follow in your everyday business practices
to prevent risk of infringement of competition laws for you and the Group. It is intended
to help you identify issues and assist you in achieving complete compliance with laws.

If this Policy does not provide you with enough guidance

on how to proceed in a particular situation, please consult

WITH COMPETITORS?
4. HOW TO BEHAVE
with the Group Legal Department 1 promptly.

2. WHAT ARE THE DIFFERENT

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
WITH SUPPLIERS,
KINDS OF SITUATIONS

AND CLIENTS?
THAT MAY RAISE COMPETITION
LAWS ISSUES?
A DOMINANT POSITION
6. HOW TO BEHAVE IN

POWER SITUATION?
OR A MONOPOLY
This section aims at providing you with an overview of the most common types
of practices that may raise issues in regard to competition laws.

In general, there are three types of situations that may raise issues:
(I) Relations with competitors that result in anti-competitive agreements
7. PRACTICAL ADVICE

or concerted practices, whether in writing or otherwise, that interfere with

the operation of a free market;
(II) Relations with suppliers, alliance and other business partners and clients
that contain certain terms and conditions (for instance, allocating clients
or markets along national lines); and
(III) The way a company in a dominant position or a monopoly power situation
behaves towards its competitors, clients, suppliers or alliance partners.
APPENDIX

1 “Group Legal Department” means collectively, either your local legal department
or the Group legal department based at Capgemini’s headquarters.
10.

3. CONSEQUENCES OF VIOLATION
OF COMPETITION LAWS?

In the European Union (EU), a violation of competition laws may result in significant
penalties both for the Group (up to 10% of the Capgemini Group’s worldwide revenues)
and for individuals alike.
In some countries, an individual who commits a serious breach of competition laws
may be committing a criminal offense. In the US, breach of competition laws can lead
to up to 10 years in prison.
In the UK, the sanction for directors may include the disqualification from acting as
a director for up to 15 years.
In addition to criminal and civil penalties, competition laws violations are also subject
to damage actions that allow private parties (e.g., clients, competitors, etc) the right
to recover substantial amounts as a result of damage caused to their business by any
unlawful conduct.
Commercial agreements containing anti-competitive provisions may be unenforceable
and therefore endanger the business transaction.

Criminal and/or civil fines, damage recoveries, and, as

importantly, damage to the reputation of the Group in
the marketplace, can severely impact the Group’s business.
Group Competition Laws Policy .11

FOREWORD
4. HOW TO BEHAVE

COMPETITION LAWS
1. THE IDEA BEHIND
WITH COMPETITORS?

The Capgemini Group competes vigorously but fairly for its clients’ business.
Employees interacting on a regular basis must be very careful to avoid unlawful

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE
situations.Indeed, contacts with competitors, whether in writing or otherwise, may result

LAWS ISSUES?
in anti-competitive agreements or concerted practices that interfere with the operation
of a free market.

4.1 Anti-competitive agreements

COMPETITION LAWS?
3. CONSEQUENCES
and concerted practices

OF VIOLATION OF
By entering into anti-competitive agreements and concerted practices,
competitors attempt to avoid the rigors and uncertainty of competition,
with the result that consumers may pay higher prices and innovation is reduced.
Such a behavior harms competition and thus breaches competition laws.

WITH COMPETITORS?
4. HOW TO BEHAVE
WHAT IS…

… a competitor?

BUSINESS PARTNERS
ALLIANCE OR OTHER
A Group’s competitor is a company that provides services or products that compete with those

5. HOW TO BEHAVE
WITH SUPPLIERS,

AND CLIENTS?
of the Group, even if such company:
— is also a supplier, an alliance and other business partner, or client,
— conducts business with the Group through a consortium or joint venture, or
— interacts with the Group in a trade association.

Potential competitors, i.e., those companies which are likely, within a short period of time,
A DOMINANT POSITION
6. HOW TO BEHAVE IN

POWER SITUATION?
to compete with services or products provided by the Group, should also be treated as competitors.
OR A MONOPOLY

… a concerted practice?
A concerted practice occurs when competitors exchange information on commercially sensitive
issues (e.g., future prices, commercial strategy or intention to bid or not to bid) where such exchange
is intended to or results in a reduction of competition.
7. PRACTICAL ADVICE

… an “agreement”?
For competition laws purpose, the term agreement has a particularly wide meaning. It includes all kinds
of collusive arrangements such as unsigned or signed arrangements, written or oral arrangements and
legally or not legally binding arrangements. Even in the absence of a formal agreement, any concerted action
among competitors may still violate competition laws, regardless of whether it is oral or in writing.
APPENDIX
12.

The general rules are simple. Never make an agreement or have a concerted practice
whether in writing or otherwise with a competitor that relates, in particular, to:
a) the price of a service or product (including price fixing, base price, margin, extras
or other terms of sale which relate to price, such as credit terms, cash or trade
discounts), and without regard to whether the arrangement is to increase the price
or to decrease it;
b) allocation of clients or geographic territories (e.g., market sharing);
c) coordination of bids (“bid rigging”) (including, e.g., coordination of responses to RFPs,
or decisions to bid or not to bid);
d) confidential and sensitive information sharing;
e) refusal to deal with either a potential client or a potential vendor (e.g., boycotts); or
f) limiting service or product availability (such as whether to offer a particular service)
or capacity (such as an agreement on how much each competitor will invest in
providing a service or product).

These agreements are considered unlawful without any consideration

of justification or effective impact on the market.

WHAT IS…

… “Price fixing”?
Price fixing is one of the most serious breaches of competitions laws.
Price fixing is any agreement between competitors that fixes or seeks to fix maximum or minimum prices
to be applied by them. Even in the absence of an actual price-fixing agreement, mere information exchange
on current or future prices, margins or commercial strategy may have effects that are quite similar to those
of price fixing. They also constitute an infringement of competition laws and must therefore be strictly avoided.

… “Market sharing”?
Market sharing (or market allocation) is also a very serious breach of competition laws. Market sharing happens
when competitors decide to share the market among themselves, whether by service or product, by territory,
or by type or size of customer.

… “Bid-rigging” or “coordinated bid”?

Bid-rigging is how conspiring competitors trick the bidding process. Basically, they agree in advance which of the
competing companies will submit the winning bid on a contract during a bid process. Bid-rigging is always illegal.
Bid-rigging usually falls into one of the following categories: bid suppression, courtesy bidding, bid rotations
or courtesy subcontracting.
Group Competition Laws Policy .13

FOREWORD
IN PRACTICE…

COMPETITION LAWS
1. THE IDEA BEHIND
What not to discuss with a competitor
Never discuss, provide to or exchange with a competitor on prices, other terms of sale, division of markets
(whether by geography, product or otherwise), allocation of customers, costs, profits or profit margins,
or other terms of commercial policy (e.g., free delivery of ancillary services, liability caps and warranties
in major contracts) that may restrain competition.

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE
Immediately cease the contact if, in any conversation, your competitor seeks to discuss current prices

LAWS ISSUES?
or to discuss or inquire about plans for future prices, or any components of prices not yet announced,
or any element of strategy relating to prices or commercial policy.
Keep a distance from any conversation that veers towards any of the subjects above. Literally walk away or
hang up the telephone if that is what it takes to end your involvement (even listening) in the discussions.
Make clear to the participants that you refuse to participate in such a discussion and that you will have to
report the discussion to the Group Legal Department. If you allow yourself to hear such a conversation
you may be required, at a later date, to testify that it did take place and it will be hard to avoid the implication

COMPETITION LAWS?
3. CONSEQUENCES
OF VIOLATION OF
that you were an active participant in it.

How to team up with a competitor

Anti-competitive agreements and concerted practices with competitors are unlawful.
However, under certain conditions, teaming agreements through a consortium or a joint-venture with
competitors in order to respond to an invitation to tender are lawful. In such cases, to avoid the risk of having

WITH COMPETITORS?
4. HOW TO BEHAVE
the teaming agreement qualified as “bid-rigging”, specific rules must be complied with. Please refer to
the section “When a competitor conducts business with the Group through a consortium or joint
venture” on page 18.

What if two affiliates of the Capgemini Group wish to participate

in the same invitation to tender?

BUSINESS PARTNERS
ALLIANCE OR OTHER
In such a case, the two entities of the Capgemini Group can:

5. HOW TO BEHAVE
WITH SUPPLIERS,

AND CLIENTS?
— each submit an offer if they have not collaborated or consulted each other before their submission, or
— submit a common offer.
If they have collaborated or consulted each other but still wish to each submit a separate offer, such offers
must each respond to the tender criteria and be sufficiently differentiated on criteria other than price
(such as scope of the service suggested, method, know-how, brand,…). Moreover, the affiliates must,
in each case, indicate in writing on their respective offer that they are affiliates of the same group and that their
offers, although distinct, have been developed jointly as part of a common commercial strategy of the Group.
A DOMINANT POSITION
6. HOW TO BEHAVE IN

POWER SITUATION?
If necessary, consult with your Group Legal Department for any further assistance.
OR A MONOPOLY

DO’S & DON’TS

7. PRACTICAL ADVICE

In short:
DO immediately object to any discussions that relate to subjects outlined above;
continue only if the objectionable discussion ceases immediately, and when you are comfortable
that the discussion has resumed a proper direction.
DO report immediately to the Group Legal Department any improper discussion with,
or overtures from, a competitor.
DO NOT even discuss with a competitor prices, other terms of sale, division of markets
APPENDIX

(whether by geography, product or otherwise), allocation of customers, costs, profits or profit margins,
or coordination of bids, tenders, or RFPs.
14.

4.2 Trade associations

and industry conferences
Trade associations and industry conferences perform useful and legitimate functions,
and can be supported by the members of an industry under appropriate circumstances.
Such meetings, however, provide opportunities for both formal and informal gatherings
of competitors and, consequently, expose each person and company present to the risk
of an inference of improper agreements or understandings.
Usually it is not the formal scheduled trade association meeting or industry conference
itself but private meetings and social events where illegal conversations happen.
Perfectly legitimate conversations or situations may quickly evolve in the wrong direction.

All membership and attendance in a trade association must be approved in writting

by the BU Manager (as a minimum). Before joining or participating, the business
representative must confirm he/she has read and understood this Policy.
The subjects discussed and the decisions taken in meetings must be discussed with
and approved by the BU Manager before being expressly expressed.

IN PRACTICE…

Suppose that someone you know and respect from a competitor approaches you after a trade association
meetingand begins complaining that “someone” has been undercutting him/her on price at a long-established
account. He/she complains about the state of the industry and weakness in margins, explains that more
disciplineis needed and starts to hypothesize about how the situation can be corrected.
This kind of conversation can very easily give rise to illegal exchanges of competitively sensitive information
and must therefore be avoided. Seemingly innocent state-of-the-market discussions can quickly spiral out
of control, and the fact that you are taken by surprise will not make the exchange of information less illegal.
Group Competition Laws Policy .15

FOREWORD
DO’S & DON’TS

COMPETITION LAWS
1. THE IDEA BEHIND
In short:
DO obtain approval from your BU Manager before joining or participating in a trade association
or participating in an industry conference.
DO insist on getting a complete draft agenda well in advance of the trade association meeting
or industry conference that sets forth the matters to be discussed so that the appropriateness of

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
the discussion can be assessed.

2. WHAT ARE THE

LAWS ISSUES?
DO seek advice from Group Legal Department if the draft agenda uses open-ended or vague terms
(e.g., “industry capacity,” “market situation,” etc.) or raises a question involving possible violation
of this Policy. The Group Legal Department will be able to evaluate whether it is appropriate to insist
on a clarification of the agenda to avoid any inference of an improper discussion.
DO strictly follow the agenda – its use, as an accurate record of the purpose and subject matter
of the meeting or conference, might be undermined by discussion of off-agenda items.

COMPETITION LAWS?
3. CONSEQUENCES
OF VIOLATION OF
DO leave the room if inappropriate information exchanges occur, ask that your departure be
registered in the minutes and promptly report the incident to the Group Legal Department.
DO ensure that minutes of the meeting are taken in draft form and thereafter reviewed before being
finalized in order for you to keep them.
DO check with the Group Legal Department and your management before providing the Group
commercial data to a trade association.

WITH COMPETITORS?
4. HOW TO BEHAVE
4.3 Benchmarking
In case of doubt, when engaging in a benchmarking exercise, you must consult with

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
the Group Legal Department for guidance.

WITH SUPPLIERS,

AND CLIENTS?
> Benchmarking by industry analysts:
It is increasingly common for our clients, particularly in the Outsourcing business,
to request a right to benchmark our prices or terms against industry standards
(e.g., Gartner, Compass, Meta Group, Staffing Industry Analysts). Benchmarking in
A DOMINANT POSITION
this context is permissible. 6. HOW TO BEHAVE IN

POWER SITUATION?
OR A MONOPOLY

> Benchmarking by the Group:

Benchmarking by the Group with competitors, directly or even at the client’s request,
regarding pricing, clients, geographic territories, bids, or capacity is never permissible.
This could be viewed by competition authorities as a “tacit concerted practice” among
competitors to restrict competition.
7. PRACTICAL ADVICE

WHAT IS…

Benchmarking is the process of identifying and learning from best practices,

for example in other organizations, relating to quality, time or cost. It is a powerful tool
in the quest for continuous improvement and performance breakthroughs.
APPENDIX
16.

4.4 Market intelligence

> Market intelligence gathered from public sources:

You can gather market intelligence from a wide variety of legitimate sources, such as
analyst reports, journals, industry associations or other publicly available material. To the
extent that a competitor makes information available to the marketplace through, for
example, its public Internet site, public regulatory filings, annual report or other marketing
materials made available to the public, it is permissible to collect such information.
You should mark the source of such information on the material itself to document that it
comes from a legitimate source. Even if those sources do not give you as much information
as you would like, you must never go to competitors to ask for additional information.

> Prohibited market intelligence gathered with competitors:

It may appear to you sometimes that essential competitive information as to existing
price structures and commercial policy can only be obtained from a competitor, and that
a discussion of existing prices with them is therefore justified. Don’t ever do it.

> Market intelligence gathered from supplier or client:

In exceptional circumstances, a supplier or client may wish to provide you with competitors’
prices or a competitor’s proposal to ask you to meet the competitor’s price or terms.
Receiving such information for the purpose of making a more competitive offer may be
legitimate, but may also raise red flags about a possible appearance of concerted practice.
Therefore, always keep a written record of the source of such information.

An exchange of current price information alone may be found unlawful, and for this reason
you must not engage in, or reply to, any such inquiries from competitors. For example,
do not confirm with a competitor price information that you may have received from another
source (e.g., a client). Use every effort to obtain the desired information from proper market
intelligence sources.

If in doubt about any market intelligence gathering, consult with

the Group Legal Department.

DO’S & DON’TS

In short:
DO obtain necessary market intelligence from public sources and not from your competitor.
DO mark the source of any competitive information received on the material itself to document
that it comes from a legitimate source.
DO NOT exchange information or meet with your competitors regarding market intelligence.
Group Competition Laws Policy .17

FOREWORD
5. HOW TO BEHAVE

COMPETITION LAWS
1. THE IDEA BEHIND
WITH SUPPLIERS, ALLIANCE
OR OTHER BUSINESS PARTNERS
AND CLIENTS?

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE

LAWS ISSUES?
When entering a relationship with suppliers, alliances or other business partners or clients,
be aware that competition laws still apply and some behavior might be prohibited.

COMPETITION LAWS?
5.1 When a supplier, alliance

3. CONSEQUENCES
OF VIOLATION OF
or other business partner or client
is also a competitor

WITH COMPETITORS?
4. HOW TO BEHAVE
> When a supplier or a client is also a competitor:
Even when there are legitimate reasons for communications among competitors,
such as where the Group orders services from or provides services to a competitor,
there is a risk that such communications create the appearance of an anti-competitive
agreement. You should keep communications with such a competitor to what is
strictly necessary to carry out the projects for which the competitor or the Group is
hired. The information shared must not permit either side to predict the future strategy

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
or competitive behavior of the other, in particular its prices and costs for future bids,

WITH SUPPLIERS,

AND CLIENTS?
nor its intention to bid, or not to bid, for a specific client or certain categories of services.

If a supplier is an IT services business unit of an alliance partner, the same rules still apply.

6. HOW TO BEHAVE IN
POWER SITUATION?
OR A MONOPOLY
> When an alliance or other business partner is also a competitor:
For these large companies that sell software, hardware and IT services, all the units as
a whole (hardware, software and IT service units) must be considered competitors.

However, if:
7. PRACTICAL ADVICE

— there are effective and documented firewalls in place that prevent information
shared with the hardware or software unit from being shared with the IT services unit,
and vice versa, and
— the hardware or software unit treats the IT services unit like any other client,
and vice versa,

then, only the units that sell the IT services need to be considered
competitors.
APPENDIX
18.

In summary, you should not share commercially sensitive information with competitor
IT service units through your contacts with the hardware and software competitor units.
The Alliance team of the Group and of the competitor should manage this carefully.

DO’S & DON’TS

When an alliance or other business partner is also a competitor:

DO ensure, by written assurances from the competitor company, that effective firewalls are in place
preventing any sharing of information between the hardware or software unit of the alliance partner
and its IT services unit with whom the Group competes.
DO screen all participants at joint meetings to ensure that they are not in a position that communicates
with their IT services unit and document the fact that you have carried out such screening.
DO avoid discussions about services in which the Group competes that are not the subject of the Alliance
and not strictly necessary to carry out the projects for which the Alliance is in place.

Consult with the Group Legal Department if you have any

questions about appropriate or improper communications relating
to an Alliance.

> When a competitor conducts business with the Group

through a consortium or joint venture:
Sometimes, a client requests us to partner with a competitor as a co-contractor,
subcontractor or lead in a consortium context, or at other times, when neither the
competitor nor the Group has the skills needed to make a competitive offer to a particular
client, and partnering is required to have a chance to win against other competitors.

In such cases, sharing of information required to make the offer or perform the contract
is permissible under certain conditions:
— the information shared must be limited to that required to respond to the particular bid;
— the information shared must not permit either side to predict the future strategy
or competitive behavior of the other, in particular its prices and costs for future bids,
but also its intention to bid, or not to bid, for a specific client or certain categories
of services; and
— the partnering must not have the object or the effect of setting prices or allocating
markets, clients or geographies in future bids.

Consult with the Group Legal Department before initiating

or responding to any communication in the context of a consortium
or a joint venture.
Group Competition Laws Policy .19

FOREWORD
5.2 When a supplier, alliance

COMPETITION LAWS
1. THE IDEA BEHIND
or other business partner or client
is not a competitor

SITUATION THAT MAY

Arrangements with a supplier, alliance or other business partner or client which is not

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE
a competitor, may be unlawful if it relates to:

LAWS ISSUES?
— setting the pricing policy of the supplier, alliance or other business partner or client; or
— allocating the market by territories or clients (e.g., agreeing to work exclusively with one
supplier in a particular country or for public bids).

COMPETITION LAWS?
3. CONSEQUENCES
OF VIOLATION OF
IN PRACTICE…

Exclusive agreements…
Even if certain exclusive agreements are lawful as being pro-competitive (for instance, when exclusivity
is granted in exchange for significant investments to be made to develop the marketing of certain services
or products), under certain conditions exclusive agreements may be considered unlawful.

WITH COMPETITORS?
4. HOW TO BEHAVE
… with suppliers
For example, an exclusive purchase and/or supply agreement between the Group and one of its suppliers
(e.g., a software and/or hardware vendor) might be unlawful if:
— it locks out competitors of the supplier from selling opportunities through the Group, in particular
in situations where the Group represents a very significant part of the market, or

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
— it prevents the competitors of the Group from working with such a supplier and as a consequence from

WITH SUPPLIERS,

AND CLIENTS?
competing effectively with the Group.

… with clients
For example, an exclusive agreement between the Group and one of its clients (e.g., a service agreement)
might be unlawful if:
A DOMINANT POSITION
6. HOW TO BEHAVE IN

POWER SITUATION?
— it prevents the competitors of the Group from competing effectively (because the client covered by OR A MONOPOLY
the agreement represent a very important part of the market where the Group sells its services), or
— it offers certain services exclusively to the client of the Group, and prevents the competitors of
the client from benefiting from such services and being in a position to effectively and fairly compete
on downstream markets.
7. PRACTICAL ADVICE

These agreements may raise issues in particular if they are of a long duration
(more than one to five years depending on the kind of services or products).

All agreements with suppliers or clients that contain exclusive

provisions must be reviewed by the Group Legal Department.
APPENDIX
20.

DO’S & DON’TS

When a supplier, alliance or other business partner or client is not a competitor:

DO NOT assume that you can agree “total requirements” or long-term exclusive contracts with your suppliers,
alliance and other business partners or clients without having checked with the Group Legal Department.
DO NOT imply that a client must work with the Group exclusively or stop working with a Group competitor
to have access to the Group’s services. Never imply that a supplier must sell to the Group exclusively or
discontinue selling to a competitor.
DO consult promptly with the Group Legal Department if any supplier, alliance or other business partner
or client wishes to engage you on issues that involve restrictions to the Group’s or the supplier’s, alliance
or other business partner’s or client’s commercial freedom.

6. HOW TO BEHAVE
IN A DOMINANT POSITION OR A
MONOPOLY POWER SITUATION?

A competition laws policy would not be exhaustive if it does not also address dominant
position and monopoly power situations. For further details, you may refer to Appendix
“Detailed guidelines on how to behave when in a dominant position or a monopoly
power situation”.

In brief, remember that special rules apply to the conduct of companies that possess
a“dominant position” or a “monopoly power.”

In general, a company has a “dominant position” or a “monopoly power” if it has enough

market presence to allow it to act without regard to its competitors, customers and,
ultimately, end-users.

Being in a dominant position or benefiting from a monopoly power in itself is legal.

It is the abuse of dominant position or the illegal acquisition or maintenance of monopoly
power that is prohibited. They may, in particular, consist of:
— predatory pricing, which is the practice of selling a service or product at a very low
price, intending to drive others out of the market, or create barriers for entry of new
potential competitors;
— making the sale of a service or product conditional on supplementary obligations
that have no connection with the subject of such contracts (such as “tie-ins” and
“bundling” of service and product ranges);
— applying different commercial conditions to equivalent transactions with suppliers
or clients, therebyplacing them at a competitive disadvantage; or
— limiting output, markets or technical development to the prejudice of clients and/or
consumers.
Group Competition Laws Policy .21

FOREWORD
7. PRACTICAL ADVICE

COMPETITION LAWS
1. THE IDEA BEHIND
7.1 Accuracy in written documents

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE

LAWS ISSUES?
It is not unusual that perfectly legitimate conversations or written documents, when taken
out of their context or associated with other pieces of information, may look inappropriate
or provoke incorrect impressions about the Group’s conduct or the state of the market
in which the Group competes. It may happen, for instance, when battlefield metaphors are
used to refer to competition (e.g., “war,” “annihilate”) or when you use certain terms
(e.g., referring to them as “friends”) that could even remotely give the impression that you
are trying to resort to exclusionary practices or colluding with competitors.

COMPETITION LAWS?
3. CONSEQUENCES
OF VIOLATION OF
Be accurate in what you write in correspondence, e-mails and memoranda about the
competition, competitors and businesses in which the Group competes. Make sure that
there cannot be any misunderstanding about the purpose of your discussions or writings.

WITH COMPETITORS?
4. HOW TO BEHAVE
DO’S & DON’TS

Following some simple guidelines can substantially reduce the risk of unjustified inferences
in the event the Group later faces some form of inquiry by competition authorities:
DO avoid exaggeration, be clear and complete. The content of inter-office memoranda or e-mails
should never permit the inference that there is some sort of collusive understanding among competitors
or among the Group and its clients or partners, or that the Group is engaging in activity that could

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
WITH SUPPLIERS,
illegally exclude a client or competitor.

AND CLIENTS?
DO remain factual and objective. When dealing with competition or competitive prices, every
correspondence, e-mail or memorandum should simply state what the facts are, and the source of
the information.
DO NOT overstate the market position of the Group or its market strategy. This might support an
inference that the Group is engaging in predatory activity or is otherwise acting with anti-competitive
A DOMINANT POSITION
intent (e.g., references to eliminating competition or references like “the Group has the strongest 6. HOW TO BEHAVE IN

POWER SITUATION?
position in XYZ market” if it is not demonstrated by industry analysts reports or other objective criteria). OR A MONOPOLY

IN PRACTICE…

How can careless language be dangerous?

7. PRACTICAL ADVICE

During an investigation, the competition authorities can examine and copy almost every form of data
and correspondence (emails, travel expenses, diaries, photos,…) and can even recover deleted
electronic data. These documents may be subsequently used by competition authorities as incriminating
evidence to support a case. Misunderstandings on the meaning of certain words, especially if they are
taken out of their context, can therefore cause very serious damage.
APPENDIX
22.

7.2 How to behave in case

of public authority investigations
It is the Group’s policy to fully cooperate with public authority investigations.
A law enforcement public authority can launch a non-routine inquiry related to
corporate activities of the Group or its subsidiaries regarding possible criminal
or civil violations of any laws or regulations.

Public authorities may also issue requests for information to the Group at any location
and require the Group to provide oral or written information.

Any non-routine government investigation, whether related

to competition laws or otherwise, must be transmitted immediately
to the Group Legal Department, who will handle and coordinate it.

In case of routine inquiry, no information concerning the Group’s business, whether

oral or written, should be provided except after prior review, advice and approval of
the Group Legal Department. They will ensure the necessary coordination and safeguard
the rights of the Group and its employees.

DO’S & DON’TS

In case of public authorities’ investigations:

DO inform the Group Legal Department without delay when there are allegations,
either from competitors, clients or any other source, that the Group is involved in
any illegal behavior.
DO inform the Group Legal Department immediately when an employee is approached
by any person conducting a public authority investigation, whether such investigation
concerns the Group or any other third party.
Group Competition Laws Policy .23

FOREWORD
COMPETITION LAWS
1. THE IDEA BEHIND
SITUATION THAT MAY
DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE

LAWS ISSUES?
COMPETITION LAWS?
3. CONSEQUENCES
OF VIOLATION OF
WITH COMPETITORS?
4. HOW TO BEHAVE
IN PRACTICE…

What are the powers of investigations of the competition authorities?

Competition authorities are responsible for maintaining effective and fair competition
and may investigate suspected breaches of competition laws.
They have general very large investigation powers and might:

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
WITH SUPPLIERS,
— search the company premises or your home (if it is being used in connection with the company

AND CLIENTS?
or if company documents are kept there) and take copies of all relevant documents;
— require an oral explanation from employees about issues arising from the documents
found during the search.

If you are contacted by competition authorities, notify the Group Legal

Department immediately.
A DOMINANT POSITION
6. HOW TO BEHAVE IN

POWER SITUATION?
OR A MONOPOLY

What can affect the level of fines for a company?

Generally, a number of factors can increase the basic fine for a company: repeated
breaches, duration of the breach, refusal to cooperate or provision of misleading information,
attempts to obstruct the investigations or destruction of documents relevant
to an investigation.
7. PRACTICAL ADVICE

In contrast, cooperation with public authorities may in some instances lead to a reduction of the basic
fine for a company. One way of cooperating for a company consists in informing the competition authorities
that it is participating in an illegal agreement with its competitors or providing relevant information and
fully cooperating with competition authorities once an investigation has started.
The reason behind this incentive is to ensure that participating in anti-competitive agreements is never
a sustainable advantage since it might be in a participating competitor’s interest to be the first to disclose
an on-going anti-competitive agreement to the authorities and to give the names of all participants
in order to obtain a reduction of its fine.
APPENDIX
24.

Appendix

Portrait of Faisal GHADIALLY, Principal,

Oracle Service Line, Capgemini North America,
featured in the communication campaign:
http://www.capgemini.com/experts/
 .25

APPENDIX
 26.

Appendix
Detailed guidelines on how to behave when in
a dominant position or a monopoly power situation
Group Competition Laws Policy .27

FOREWORD
1.WHAT IS A DOMINANT

COMPETITION LAWS
1. THE IDEA BEHIND
POSITION OR A MONOPOLY
POWER?

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
Special rules apply to the conduct of companies that possess a “dominant position”

2. WHAT ARE THE

or a “monopoly power” on a relevant market.

LAWS ISSUES?
In general, a company has a “dominant position” or a “monopoly power” if it has enough
market presence to allow it to act without regard to its competitors, customers and,
ultimately, end-users.
The existence of a “dominant position” or a “monopoly power” is assessed in a relevant
market, by reference to a specific service or product and for a specific geographical area.

COMPETITION LAWS?
3. CONSEQUENCES
Note that the definition of a relevant market for competition analysis may be far narrower

OF VIOLATION OF
than one would expect. It may therefore be that an affiliate of the Group is considered
dominant or as having a monopoly power in a narrowly defined market that one might
not naturally consider as a separate market and even if such affiliate of the Group is not
a leading player in the overall IT service sector in that area.
Behavior that is perfectly legal for a company that does not have a substantial and
durablemarket power may be unlawful when engaged in by a company that has such
market power.

WITH COMPETITORS?
4. HOW TO BEHAVE
In assessing whether a company has a dominant position or a monopoly power,
competition authorities will also analyze its “market power”. Market power is the economic
power exercised by a company in a relevant market. It is measured in reference to several
criteria depending on the particular characteristics of each relevant market, such as:
the market shares of the company, the potential for new competitors to enter such market,
the number and strength of competitors, the fact that the company controls important
assets such as intellectual property rights. As you can see, if market shares are important
to assess market power, they are not the only criterion to take into account as many other

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
WITH SUPPLIERS,
factors may impact competition.

AND CLIENTS?
6. HOW TO BEHAVE IN
POWER SITUATION?
OR A MONOPOLY
7. PRACTICAL ADVICE
APPENDIX
28.

2. PROHIBITED BEHAVIOR
WHEN BEING IN A DOMINANT
POSITION OR BENEFITING
FROM A MONOPOLY POWER

Being in a dominant position or benefiting from a monopoly power in itself is legal.

It is the abuse of dominant position or the illegal acquisition or maintenance of monopoly
power that is prohibited. Abuse of a dominant position or the illegal acquisition or
maintenance of a monopoly may, in particular, consist of:

>> predatory pricing, which is the practice of selling a service or product at a very low
price, intending to drive others out of the market, or create barriers for entry of new
potential competitors.
A seller with substantial and durable market power in a particular service or product
market is not allowed to undercut a competitor (or price below costs), with the intent
to eliminate one or several competitors so that it can recover its losses and eventually
benefit from such practices by increasing prices to clients.
In your day-to-day correspondence, you should always keep in mind not to make any
statement that could support an inference that the Group is engaging in predatory
activity (such as a reference to eliminating competition by being aggressive on prices).

>> making the sale of a service or product conditional on supplementary obligations that
have no connection with the subject of such contracts (such as “tie-ins” and “bundling”
of service and product ranges).
A seller with substantial and durable market power in a particular service or product
is not allowed to force its clients to make other purchases from it by “tying-in” or
“bundling” a sale of other service(s) or product(s). This would be the case, for instance,
if the Group were particularly strong in a particular type of service, and would only
supply that service if that client also takes a different service from the Group.
Tying, consists in making the supply of a particular service or product conditional
on the purchase of another service or product.
Bundling, consists in selling different services or product as a bundle, whose
price represents a discount to the individual prices of such services or products
when sold separately.
“Tying-in” or “bundling” sales may be legal in certain circumstances, but only
if the seller does not have substantial and durable market power in respect of any
service or product in the bundle that would, in effect, force the buyer to accept
the entire bundle to get that particular service or product.

>> applying different commercial conditions to equivalent transactions with suppliers

or clients, therebyplacing them at a competitive disadvantage.
A seller with substantial and durable market power in a particular service or product
must not discriminate in its prices or other sales conditions when dealing with
similarly situated clients. Different prices or terms may be proposed to clients in
the same class or category only if there is an objective justification for the different
pricing (e.g., a rebate to a client providing and additional service or purchasing a
certain volume).
Please note that in certain jurisdictions, a seller even without substantial and durable
market power in a particular service or product may not discriminate in its prices
offeredto similarly situated clients. This is the case when lower price may give
the favored client a competitive advantage over the disfavored client with respect to
Group Competition Laws Policy .29

FOREWORD
the resale of the service or product. Also, in certain instances, a client that knowingly

COMPETITION LAWS
1. THE IDEA BEHIND
solicits a discriminatory price may also violate the law.

>> limiting output, markets or technical development to the prejudice of clients

and/or consumers.
A seller with substantial and durable market power in a particular service or product
is not allowed to refuse to deal with a potential or existing supplier, alliance or other
business partner or client for the relevant service or product.

SITUATION THAT MAY

DIFFERENT KINDS OF
RAISE COMPETITION
2. WHAT ARE THE

LAWS ISSUES?
In the exceptional case of refusing to make or place an order, ensure that this is made
against a set of clear legitimate criteria, such as unavailability or inadequacy of services
or products, refusal to agree on reasonable price or terms (e.g., those agreed with
similarly situated clients) or the client’s credit risk profile.

>> entering into “reciprocal dealing”, which is the practice of making a purchase dependent
on the seller’s purchase of the buyer’s services or products. In certain jurisdictions

COMPETITION LAWS?
3. CONSEQUENCES
OF VIOLATION OF
reciprocal dealings, also known as “reciprocity,” may be a violation of competition laws.
It is the Group’s policy to make all its purchases of supplies and services on thebasis
of price, quality, terms of sale and reliability of the supplier. As a consequence,
the Group refrains from “reciprocal dealing.” In exceptional circumstances, such dealing
may be acceptable, so long as there is no coercion and suppliers are not threatened
with loss of the Group’s business. However, any reciprocal dealing requires the prior
consent of the Group Legal Department.

WITH COMPETITORS?
4. HOW TO BEHAVE
DO’S & DON’TS

In short:

BUSINESS PARTNERS
ALLIANCE OR OTHER
5. HOW TO BEHAVE
WITH SUPPLIERS,
DO NOT undercut or price below costs to eliminate a competitor.

AND CLIENTS?
DO discuss with the Group Legal Department where you are uncertain about proper
pricing policy (including discounts and rebates) to clients.
DO select your suppliers, alliance or other business partners and clients based on objective
and verifiable business reasons.
DO NOT ask your suppliers, alliance or other business partners about prices offered
A DOMINANT POSITION
6. HOW TO BEHAVE IN
to competitors at all.
POWER SITUATION?
OR A MONOPOLY

If you think that the Group has a significant market share or market power in a particular
service or product:
DO consult with the Group Legal Department before:
— entering into any agreement that includes “tying-in” or “bundling,” either expressly
7. PRACTICAL ADVICE

or implicitly;
— refusing to make an offer or place an order;
— applying different prices or sales conditions to clients that belong to the same class
or category.
APPENDIX
Contacts

Maria PERNAS
Group Executive Committee Member | Group
General Counsel and GEC Member in charge of
Commercial & Contract Management

Emmanuelle BARTOLI Elodie BOURLAND

Head of Data Protection and Regulatory Competition Law Lead | Group
Affairs | Group Legal Department Legal Department

The competition laws page on Talent website:

https://talent.capgemini.com/global/pages/about_us/global_functions/leg/competition_law/

About Capgemini
Capgemini is a global leader in partnering with companies to transform and manage their
business by harnessing the power of technology. The Group is guided everyday by its purpose
of unleashing human energy through technology for an inclusive and sustainable future. It is a
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