ASRL ANTI-TRUST POLICY STATEMENT

The following policy statement concerns the conduct of the employees and agents of Alberta Sulphur Research Ltd. (ASRL) as this conduct relates to anti-trust and competition legislation in Canada. It is the intention of ASRL that its employees and agents comply at all times with Canadian competition law and, to ensure such compliance, that this policy be extended to its members companies when they are associated for ASRL business to the extent that it is possible, practical and legal.

Alberta Sulphur Research Ltd. is a self-governing, not-for-profit research organization, incorporated in 1964 under the Companies Act of Alberta. Participation of supporting companies in ASRL research and business activities proceeds by way of membership in the organization which includes an annual contribution of funds to facilitate the operation of the company. The membership is, at the time of this policy formulation, composed of 58 companies representing a diverse range of involvement in the sulfur business, including primary production from sour hydrocarbon exploitation; engineering, construction and operation of production and processing facilities; and service and supply firms associated with certain aspects of the foregoing activities. The membership includes companies from Canada, the United States of America, Europe, the Middle East and Asia.

Meetings of the membership as a whole, each represented by designated individuals (representatives) and optionally by colleagues of said representatives, occur twice yearly for technical presentations of research results. The Annual General Meeting of ASRL is held in conjunction with one of these technical meetings. From time to time, a sub-group of member companies may elect to support, participate and administer research within the context of a Special Project. Additionally, ASRL staff and its agents may meet with employees of individual member companies for the purpose of carrying out confidential contract research.

Our joint-industry-sponsored research group, like other types of joint industry associations, can present special concerns under anti-trust laws because of the direct contact and communication between and among competitors in the marketplace. Although strictly speaking, these intermember associations are not the business of ASRL, such associations inherently occur at ASRL meetings, and it is incumbent upon us to make a statement that reflects our business practices and our expectation of the members gathered in our name, specifically as these relate to anticompetitive behaviours.

The federal legislation that governs anti-trust issues in Canada is the Competition Act, an Act to provide for the general regulation of trade and commerce in respect of conspiracies, trade practices and mergers affecting competition.

The following is transcribed directly from the Act (Part I – Purpose):

The purpose of this Act is to maintain and encourage competition in Canada in order to promote the efficiency and adaptability of the Canadian economy, in order to expand opportunities for Canadian participation in world markets while at the same time recognizing the role of foreign competition in Canada, in order to ensure that small and medium-sized enterprises have an equitable opportunity to participate in the Canadian economy and in order to provide consumers with competitive prices and product choices.¹

An electronic copy of the Act can be obtained at the Government of Canada’s Laws Justice Website. See http://laws-lois.justice.gc.ca/eng/acts/C-34/

¹ Competition Act (R.S.C., 1985, c. C-34), Published by the Minister of Justice at the following address: http://laws-lois.justice.gc.ca.

Alberta Sulphur Research Ltd., both acting itself and when constituted as a meeting of its members, will endeavour, to the best of its ability, to conduct its affairs in a manner consistent with the stated purpose and provisions of the Competition Act. It will not engage in, encourage or facilitate actions that interfere with the integrity of the market place by virtue of compromising competition.

In order to provide guidance as to the types of behaviours that might be considered to contravene the Competition Act, we have set out in Attachment 1 an excerpt from the Draft Information Bulletin on Trade Associations issued by the Government of Canada Competition Bureau, the primary body charged with administration of the Competition Act.

Knowledge of and compliance with the anti-trust/competition legislation of other nations and markets are the responsibility of individual member companies and their representatives. ASRL encourages its members to respect the obligations of each of its comember companies in this regard.