Drive Wheel™ Code of Conduct

Last updated June 1, 2022

 

Drive Wheel™ Community Member’s Code
of Conduct

All members of the Drive Wheel™ community (including members and speakers) agree to abide by the duties and obligations in the following pledge:

I will abide by the “Confidentiality Standards” below; and

I will abide by the “Anti-Trust Standards” below; and

I will abide by the “Terms of Service” of Drive Wheel’s™ web sites (the “Sites”).

 

Confidentiality Standards

The following confidentiality standards will be observed by everyone in the Drive Wheel™ community.


Non-Disclosure

Confidential issues and information shared between members of the Drive Wheel™ community are not to be discussed with or revealed to any other person or organization without the prior permission of all parties involved. This includes but is not limited to issues and information shared: in group meetings and one-to-ones; and via any Drive Wheel™ Sites, web properties, or Drive Wheel™ community networking opportunities.


Contacting Others

Issues raised within the Drive Wheel™ community are often confidential and are not common knowledge within the community or within member’s companies. When contacting a Drive Wheel™ member about such an issue, please use the utmost care to keep information confidential. Use care when talking to Drive Wheel™ members’ employees, sending e-mail to members that may be viewed by other parties, and when leaving voicemail messages in general voicemail boxes.


Solicitation

All users of Drive Wheel™ agree that any directories and e-mail addresses contained within Drive Wheel™ communication will not be used for solicitation of business by any member of the Drive Wheel™ community. Members may not use this information to compile marketing or contact lists of any kind.


Competition and Hiring

All members of the Drive Wheel™ community agree not to use any non-public information posted on the Sites or shared within the Drive Wheel™ community to directly or indirectly, either individually or with others, compete with; solicit customers, employees, or business away from; or otherwise cause economic loss to, any other member of the Drive Wheel™ community.

  

Reminder

Although members agree to hold in full confidentiality anything discussed in their group meetings and during one-to-one conversations, these standards are not binding on third parties or in a court of law. Members could be compelled to testify on matters discussed in meetings or on Drive Wheel™ discussion boards and forums, and Drive Wheel™ may be required to disclose information or materials pursuant to applicable laws, regulations, orders, subpoenas, or other processes of law. Therefore, members should exercise caution when discussing anything in a Drive Wheel™ meeting or on a Drive Wheel™ discussion board or forum that a member would not want disclosed in any legal proceeding. Furthermore, members of publicly traded companies should seek the advice of their corporate counsel regarding disclosure of any material, non-public information considering applicable securities laws and regulations.

In addition, because member discussion notes are not ‘privileged’ (i.e., not protected from disclosure under the law), a court could compel Drive Wheel™ to release a copy of the notes. Thus, our best practice recommendation is for members to take their own notes of their discussions at the meeting because of the possible sensitive nature of the discussion.

You acknowledge that Drive Wheel™ cannot control, monitor or be responsible for the conduct of members, facilitators, or speakers, and that disputes or claims arising out of violations of this Pledge shall remain between the disputing parties without liability to Drive Wheel™.

 

Safety and Health

Drive Wheel, LLC (the “Company”) is committed to providing its members/participants with a safe meeting environment. Each of us is responsible for observing all safety and health rules that apply for our meeting space and “common sense” public safety principles. We are responsible for taking precautions to protect ourselves from accident, injury or any unsafe condition.

 

Anti-Trust Standards

The antitrust laws of the United States and the various states prohibit agreements, combinations and conspiracies in restraint of trade. Because Drive Wheel™ and other trade and professional associations are, by definition, combinations of competitors, one element of a possible antitrust violation is generally present, and only some action by the association that unreasonably restrains trade generally needs to occur for there to be an antitrust violation. Drive Wheel™ uses objective criteria for membership that is fairly applied to every would-be member. It is the policy of Drive Wheel and its members, community, employees, leaders to strictly comply with laws and regulations applicable to their activities, including federal and state antitrust laws. Drive Wheel members and leaders are expected to conscientiously adhere to antitrust laws. Drive Wheel will neither knowingly permit nor condone anti-competitive behavior, whether willful or inadvertent, in connection with any Drive Wheel activity.

 

The following anti-trust standards will be observed by everyone in the Drive Wheel™ community.


I.

Fair Dealing and Ethical Conduct

 

Drive Wheel™ is committed to conducting our association in accordance with applicable laws, rules, and regulations and the highest standards of business ethics. This Code of Business Ethics and Conduct (the “Code of Ethics”) reflects the business practices and principles of behavior that support this commitment. We expect every community, member, participant, and speaker to read and understand this Code of Ethics and abide by it in the performance of their participation. 

 

This Code of Ethics does not cover every issue that may arise. If you have any questions about the proper course of conduct in any situation, you should seek assistance from your company’s leadership or Company CEO.

 

Adherence to the Code of Ethics is a condition to membership and participation. Violators of the Code of Ethics are subject to disciplinary action, up to and including termination of membership. Violations of this Code of Ethics may also mean that you are breaking the law, subjecting you and/or your company/organization to criminal or civil sanctions or penalties.

 

The successful business operation and reputation of the Company are built upon the principles of fair dealing and ethical conduct of our members, participants, and speakers. Our reputation for integrity and excellence requires careful observance of the spirit and letter of all applicable laws and regulations, as well as a scrupulous regard for the highest standards of conduct and personal integrity.

 

 

II.

Compliance with Laws, Rules and Regulations

 

The Company expects its community members, participants and speakers to conduct business in accordance with the letter, spirit, and intent of all relevant laws and to refrain from any illegal, dishonest, or unethical conduct. This includes but is not limited to: integrity in the conduct and presentation of research; the integrity of information presented during discussions; and a clear process for community members, participants and speakers to voice any concerns that they may have in these areas.

 

The Company members, participants, and speakers must comply fully with the provisions of all laws – federal, state and local affecting the Company’s activities. Company member(s), participant(s), and speaker(s) must also comply fully with the foreign laws of those nations in which we participate. Violations of federal, state and local law in the United States, as well as foreign law, may result in criminal and civil prosecution of the Company and member(s), participant(s), and/or speaker(s), as well as disciplinary action up to and including revocation of membership.

 

You are responsible for being aware of the laws and regulations relevant to your membership in Company. It is contrary to Company policy for any person to request, pressure or order a Company member(s), participant(s), and/or speaker(s), to act in violation of the law. Any such request or order must be brought to the attention of Company’s Chief Executive Officer (“CEO”).

 

Above all else, association members should be free to make business decisions based on the dictates of the market – not the dictates of the association. 

 

The following discussion of some of the primary laws affecting the Company’s activities is intended to provide general guidance. It is not intended to be a complete discussion of all statutes and regulations imposing duties on the Company and its member(s), participant(s), and speaker(s).

 

Antitrust

 The basic purpose of the antitrust laws is to protect and provide an open economic environment for independent businesses to compete in markets free from collusive or exclusionary behavior. When this objective is frustrated by concerted private action or abuse of market position, the antitrust laws are violated and our free market system is subverted. It is the longstanding policy of Drive Wheel to observe and comply strictly with both the spirit and letter of the antitrust laws – both domestic and foreign.

 

Penalties for violating the United States antitrust laws can be onerous. Any individual who authorizes, orders or participates in conduct found to violate the Sherman Act may be fined for each violation and imprisoned. Individuals found to have violated the antitrust laws have been required to serve substantial prison terms. Under federal sentencing guidelines, a company may have to pay criminal fines of many millions of dollars as a result of an antitrust offense. A company may also be required to pay treble damages also potentially in the many millions of dollars – to competitors and other private parties injured by its anticompetitive conduct.

 

Off-Limits

In General there are clear Off Limits Discussions that fall into two types of categories for our meetings:

 

Discussions regarding future prices and terms of sale.

The antitrust laws make agreements or understandings among competitors regarding future prices or terms of sale illegal. Neither a firm contract nor even a handshake is required to constitute an “agreement.” The antitrust enforcement agencies may find a violation based upon mere discussion followed by conduct in the marketplace. Therefore, to avoid any risk in this area participants in our meeting(s) may not discuss any subject that could have the effort of raising, lowering, pegging, or stabilizing the prices of competing goods or services. This would also include discussion of future credit terms and conditions under which bids, coupons or promotion offers might be made in the future. Agreements or implicit understandings reached as to price “floors” or price “ranges” and not specific, individual prices are problematic and to be avoided.


Discussions regarding markets, suppliers, or customers.

Agreements among competitors to allocate markets or customers or to refuse to deal with particular suppliers or customers are illegal under the antitrust laws. To avoid any risk in this area, participants in our meetings may not discuss:

·        Agreements that would have the effect of allocating customers or markets.

·        Agreements not to compete for certain customers or to avoid competition in the marketplace.

·        Agreements to refuse to deal with particular suppliers or customers or to deal with them only on discriminatory terms. This includes group boycotts or refusals to deal, either with a non-member competitor or with respect to upstream or downstream vertical partners.

 

Again, the antitrust laws are complex. However, here are some more essential “don’ts” of antitrust:

·           Don’t discuss prices with competitors ever.

·           Don’t agree with competitors to restrict or increase levels of output.

·           Don’t divide customers, markets or territories with competitors.

·           Don’t require a customer to buy products only from a specific company.

·           Don’t agree with competitors to boycott suppliers or customers.

·           Don’t use one product as leverage to force or induce a customer to purchase another product.

·           Don’t forget the federal antitrust laws apply to the Company activities engaged in overseas if they affect United States commerce.

·           Don’t prepare documents or make presentations without considering the antitrust implications.

·           Don’t cover up any wrongdoing, but report it promptly to the Company CEO.

 

The above-described topics are off limits even when discussed on an informal basis outside of official meetings.

 

Bribes and Kickbacks

 Company member(s), participant(s), and/or speaker(s), may not under any circumstances accept or pay bribes, kickbacks or other similar remuneration or consideration. To avoid even the appearance of impropriety, you should not engage in personal transactions with member(s), participant(s), and/or speaker(s), with whom you have direct authority and decision making power to transact company business. You should also not accept gifts or entertainment from member(s), participant(s), and/or speaker(s), except as permitted by your own company policy.

 

This policy is not intended as a comprehensive review of the antitrust laws, and is not a substitute for expert advice. If you have questions concerning a specific situation, you should contact the CEO.


 

III.

Respect for All Members

 

At the Company, our policies, practices and procedures are designed to insure that everyone in our community including employees, member(s), participant(s), and speaker(s) are treated fairly and with respect, and that we treat all with that same level of courtesy. The Company does not, nor will not, tolerate any discriminatory practice by an employee,  member, participant, and/or speaker. The Company values the unique contributions each individual brings to the conference/meeting, and considers the different perspectives an important part of the Company’s ability to serve members and succeed in the marketplace.