1. William Kolasky September 26, 2007 IMPLEMENTING AN EFFECTIVE ANTITRUST COMPLIANCE PROGRAM

2. 2 Overview  The Goals of an Effective Compliance Program  Minimum Requirements for an Effective Program  Implementing an Effective Program

3. 3 Goals of an Effective Antitrust Compliance Program  Prevention  Detection

4. 4 Minimum Sentencing Guidelines Requirements for an Effective Program  Clearly established compliance standards  Assigning oversight responsibility to senior-level executives  Exercising due care not to delegate responsibility to employees with propensity to violate law  Taking reasonable steps to communicate standards and procedures effectively to all employees  Taking reasonable steps to achieve compliance  Consistent enforcement through appropriate disciplinary measures  Taking reasonable steps when an offense occurs to respond and prevent future violations

5. 5 Implementing an Effective Antitrust Compliance Program  Effective communication  Steps to assure compliance  Reasonable steps to respond to violations

6. 6 Effective Communication  Clear statement of company’s commitment to comply with antitrust laws  Clear set of antitrust guidelines  Active training program  Consistent signals

7. 7 Steps to Assure Compliance  A culture of compliance  Proactive law department that practices preventive law  An effective system for reporting possible misconduct  Sound incentive structures  Regular antitrust audits

8. 8 Responding to Violations  Prompt and thorough investigation  Immediate cessation of any illegal activity  Effective disciplinary action against all responsible employees  Remedial action to prevent future violations  Prompt reporting to authorities, if appropriate

9. 9 QUESTIONS/DISCUSSION