Independent Agency Network (IAN) is a voluntary association of Independent Agencies that become members to obtain the benefits associated with collaboration and economies of scale.

Despite the voluntary association, it is encouraged that all participating members subscribe to a common ethos and outlook towards each other, our partners, their staff, and their clients.

To achieve a sound equilibrium and ethos we have established our own code of conduct.

Our overarching philosophy is:

1. Create a socially responsible culture, by

• Promoting and supporting diversity, equity, and inclusion in the workplace.
• Developing (and maintaining) an Action Plan for sustainable business practices.

2. Take care of your clients, by

• Maintaining the highest professional and ethical standards in all business activities.
• Building open, collaborative relationships.
• Doing great work that reflects a fair and inclusive world.

3. Put your people first, by

• Making great people a priority.
• Attract and retain the best talent.
• Putting staff well-being at the top of the agenda.
• Recruiting talent from diverse sources.
• Committing to continuous learning and development.

Our common working code is:

This code of conduct outlines the values and principles that IAN aspires to for all members of the Independent Agency Network. The code is designed to ensure the highest standards of professionalism, ethics, and conduct in the independent agency sector.  The code that IAN aspires to incorporates:

1. Professionalism: Members of IAN should always act in a professional manner. This includes treating clients, customers, and other stakeholders with respect and dignity, and providing high-quality services that meet their needs. Members must maintain the highest standards of integrity and honesty, and act in the best interests of their clients and the industry.
2. Ethics: Members of IAN should adhere to the highest standards of ethics in all their dealings. This includes avoiding conflicts of interest and ensuring that all business activities are conducted in an ethical and transparent manner. Members must comply with all relevant laws and regulations, and uphold the values of fairness, equity, and respect for human rights.
3. Accountability: Members of IAN must take responsibility for their actions and be accountable for their decisions. This includes being transparent about their business practices and providing accurate and timely information to clients, customers, and other stakeholders. Members must also be willing to listen to feedback and take appropriate action to address any concerns or complaints.
4. Diversity and Inclusion: Members of IAN should promote diversity and inclusion in their workplaces and the industry. This includes respecting the rights and dignity of all individuals, regardless of their race, gender, sexual orientation, religion, age, or other personal characteristics. Members should create a welcoming and inclusive environment that encourages participation and collaboration from a diverse range of individuals.
5. Continuous Improvement: Members of IAN should be committed to continuous improvement and learning. This includes staying up-to-date with the latest developments in the industry, investing in professional development and training opportunities, and seeking feedback from clients, customers, and other stakeholders. Members must also be willing to share their knowledge and expertise with others in the industry.
6. Data Protection: Members of IAN must take appropriate measures to protect the privacy and security of their clients’ and customers’ data. This includes complying with all relevant data protection laws and regulations and implementing robust data protection policies and procedures. Members must ensure that personal data is collected, processed, and stored in a secure and lawful manner and is only used for the purposes for which it was collected and always comply with the Protection of Personal Information Act.
7. Confidentiality: Members of IAN must maintain the confidentiality of their clients’ and customers’ data and information. This includes ensuring that sensitive information is only shared with authorized personnel and that appropriate measures are in place to prevent unauthorized access, use, or disclosure of confidential information. Members must also ensure that their employees, agents, and subcontractors are aware of and comply with their confidentiality obligations.
8. Consent: Members of IAN must obtain the appropriate consent from their clients and customers before collecting, processing, or sharing their personal data. This includes ensuring that the purpose for which the data is collected is clear and that individuals have the right to withdraw their consent at any time. Members must also ensure that their clients and customers are informed about their data protection rights and how their personal data is being used.
9. Data Retention: Members of IAN must only retain personal data for as long as it is necessary for the purposes for which it was collected. This includes implementing appropriate retention periods and ensuring that personal data is securely deleted or disposed of when it is no longer needed. Members must also ensure that their clients and customers are informed about the retention periods for their personal data.
10. Non-Disclosure: IAN will not disclose or share any member’s data or personal information with other members or third parties, except when required by law or under a court order. This includes but is not limited to, personal contact information, financial information, and any other data that may be considered confidential. IAN acting as the umbrella Body will take appropriate measures to ensure the privacy and security of all members’ data and personal information.

COMPETITION AND COMPETITION LAWS:

1. Competition laws prohibit, among other things, agreements, understandings, or other arrangements between firms that restrict competition. Trade association programmes designed to promote the use of an industry’s product generally are not objectionable if structured appropriately. Such programmes should not affect prices or price competition within the industry, nor should they affect competitive relationships within the industry, or produce uneven commercial benefits among the members of IAN or their customers.
2. It is widely recognized that industry associations perform functions that are legitimate, which benefit consumers, and promote the competitiveness and efficiency of the industry as a whole. However, given the nature of industry associations, participation within an industry association may provide a platform for members to meet under its auspices to co-ordinate their actions. IAN recognizes that some of its members are in a horizontal relationship (i.e., competitors) and/or in a vertical relationship (i.e., firms and their suppliers, customers, or both).
3. Accordingly, care must be exercised to ensure that IAN is not used as a platform for collusion and all activities must be carefully measured against the prevailing competition law in South Africa. IAN recognizes the need to exercise extreme care to avoid any violation of competition law and to immediately raise the suspicion of a possible violation of competition law.
4. It is thus the policy of IAN to comply strictly with South African competition laws. IAN expects its employees, directors, and other representatives, as well as representatives of members who participate in IAN committees and working group structures (“Participating Members”), to the extent of such participation, to comply with competition laws.
5. This Policy does not purport to apply in respect of employees, directors, and other representatives of Participating Members in respect of any business that falls outside the scope of IAN activities.

IAN competition policy statement:

1. IAN is committed to ethical, fair, and vigorous competition and to compliance with the Competition Act, No. 89 of 1998, as amended (the “Competition Act”).
2. IAN will endeavour not to facilitate improper cooperation or co-ordination of activities between its members who are competitors of one another. These Guidelines are applicable to all IAN employees, directors, other representatives, and Participating Members. The Competition Act governs competition law in South Africa. The Competition Act applies to all economic activity occurring within, or having an effect within, South Africa.
3. Chapter 2 of the Competition Act contains provisions aimed at regulating firms’ behaviour to ensure that market participants do not engage in “prohibited practices”. Prohibited practices comprise conduct that has the effect of substantially preventing or lessening competition or is likely to have that effect, and comprise restrictive horizontal practices, restrictive vertical practices, and abuses of dominance.
4. Chapter 3 of the Competition Act contains provisions aimed at preventing anti-competitive market structures arising through mergers and acquisitions. These Guidelines do not deal in any detail with the merger control provisions of the Competition Act. Provisions of the Competition Act (these are extracts and by no means comprehensive).

Prohibited practices

• The Competition Act prohibits anti-competitive conduct that occurs between competitors, suppliers, distributors, and customers, and by dominant firms. Prohibited practices can be divided into three broad types:
• When dealing with competitors (“horizontal relationships”);
• When dealing with suppliers, distributors, and customers (“vertical relationships”); and
• When a company has a dominant position or substantial market power in a particular market (“abuse of dominance”).
• The provisions of the Competition Act regulating vertical and horizontal relationships apply without qualification to all businesses active in South Africa. In contrast, the provisions pertaining to abuse of dominance only apply to those firms that have met the statutory thresholds for dominance.

Restrictive horizontal practices

• Restrictive horizontal practices are practices engaged in by firms that are in a horizontal relationship with one another. Firms are in a horizontal relationship when they are competitors, potential competitors, operate at the same level of the industry, or are “in the same line of business”.
• Agreements or interactions between firms in a horizontal relationship may undermine competition / the competitive process and may erode the benefits of vigorous competition.
• The Competition Act prohibits certain agreements or concerted practices between competitors as well as certain decisions taken by industry associations or other types of associations between competitors (as these effective agreements between competitors).
• An “agreement” includes a contract, arrangement, or understanding, whether or not legally enforceable. Generally, an agreement is said to exist when there is a “meeting of the mind” between two or more entities;
• A “concerted practice” means cooperative, or coordinated conduct between firms, achieved through direct or indirect contact, that replaces their independent action, but which does not amount to an agreement;
• A ‘decision by an association’ includes the rules of the association, decisions binding upon the members and recommendations, and in fact anything that accurately reflects the association’s desire to co-ordinate its members’ conduct in accordance with its statutes. Agreements implemented within the framework of the association concerned may be analyzed either as ‘decisions’ of that association or ‘agreements’ between the members.

Rule of reason

• A rule of reason basis will fall foul of the Competition Act only if there is an anticompetitive effect (or substantial prevention or lessening of competition). Even if such conduct does have an anti-competitive effect, such conduct can possibly be justified by efficiency, technological, or other pro-competitive gains arising from that conduct. This is not a simple assessment, and it is a factual query in each circumstance whether or not the conduct has (i) an anti-competitive effect; and (ii) whether this anti-competitive effect can be justified (and counterbalanced) by the benefits arising from efficiency, technology or other pro-competitive gains.
• In short, however, cooperation between competitors that interferes with free competition diminishes social welfare and transfers wealth from consumers to the participants in the co-operation will be problematic. Cartel conduct is a per se offense, which means that the consequences of the conduct are considered to be so severe that the anticompetitive effects are assumed to exist and cannot be justified or defended based on any alleged pro-competitive gains that may flow from the conduct concerned. The three forms of named hard-core cartel conduct identified in the Competition Act are listed below:

Price fixing

• Price fixing is an agreement between competitors not to compete as regards any aspect of their respective selling or purchase prices or trading terms. Competitors are not permitted to co-ordinate conduct (or even share information/signal) about any aspect of their price/quantity/quality value proposition. The essence of competition is that rivalry in pursuit of a customer’s business drives efficiency and pro-competitive outcomes.
• Please note that this is not limited to prices alone. This can relate to aspects of price, or even other trading conditions that have an impact on price (such as output limitation).

In engagements with competitors, do not:

• Discuss pricing policies or philosophies.
• Discuss or agree on prices at which products or services will be sold.
• Agree to increase or decrease prices.
• Agree on the pricing formula.
• Discuss or agree on prices at which input products will be procured.
• Discuss or agree on the level of price increases.
• Discuss or agree to simultaneously increase or decrease prices; and/or
• Signal price increases or decreases.
• Market allocation
• Market allocation refers to agreements or concerted practices between competitors that they will not compete with one another in respect of –
• The provision of certain goods or services;
• For certain customers of customer groups; and/or
• In certain geographic territories.

In engagements with competitors, do not:

• Allocate customers, suppliers, or territories;
• Agree to discontinue supplying any products or services;
• Agree to refrain from supplying products or services in any geographic region or territory;
• Undertake not to supply to certain customers or source from certain suppliers;
• Discuss or agree on the volume of product produced and/or supplied into the market; and/or
• Agree to refrain from entering any market.

Collusive tendering

Collusive tendering or bid rigging occurs when two or more competitors agree that they will not independently compete against one another on a particular tender or bid. Generally, bidders will coordinate their respective bids such that one of the participants in the agreement will win the tender. The customer perceives the bidding as a competitive process, but no real competition occurs.

In engagements with competitors, do not:

• Discuss or agree on the price, terms, or any condition of a bid;
• Agree not to submit a tender;
• Discuss or agree on the submission of a bid at a particular price or price range;
• Discuss or agree on the submission of a cover bid at a price higher than a competitor’s bid;
• Agree to take turns being the lowest or highest bidder for contracts; and/or
• Discuss or agree on cover pricing or loser’s fee Arrangements.

Statistics gathering / Information exchanges

The exchange of information between competitors, either directly or through a third party, will attract competition scrutiny.

The exchange of information between competitors is not in itself unlawful. However, the exchange of commercially sensitive information relating to, for example, current or future price levels, customers, production capacity, etc. will generally raise concerns for inter alia the following reasons:

• Information exchanges could facilitate collusion and concerted practices by removing competitors’ independent action and could lead to contraventions such as price fixing, market allocation, collective boycotts or output limitation agreements.

• Competition authorities tend to view information exchanges between competitors with suspicion, as it may point to the existence of a cartel. Cartel arrangements often require members to exchange and disclose sales statistics and pricing information as a way of monitoring compliance with the cartel arrangement.

Restrictive vertical practices

• Restrictive vertical practices regulate agreements and practices between firms in a vertical relationship (customers and suppliers).
• The Competition Act per se prohibits minimum resale price maintenance. Other agreements between parties in a vertical relationship are assessed on a “rule of reason” basis.
• Minimum Resale Price Maintenance.
• Minimum resale price maintenance occurs when a supplier of products or services dictates to the downstream market, the re-seller, the minimum price at which the products or services have to be on-sold. Each firm on each level of the industry should determine its own prices. If there is any impediment on firms to determine their own prices, it could erode the incentive between firms to compete on price.
• Although minimum resale price maintenance is prohibited outright, it is permissible for a supplier to recommend a minimum resale price to the re-seller. However, it must be made clear that the recommendation is not binding on the re-seller, and the supplier may not punish the re-seller in any way should the reseller not comply with the supplier’s recommendation.

In engagements with customers do not:

• Prescribe a minimum resale price that customers are forced to comply with; and/or
• Punish a customer who elects not to implement the recommended resale price.

Other vertical agreements

• Any type of agreement between firms in a vertical relationship is prohibited if it has the effect of substantially preventing or lessening competition, which cannot be justified based on any pro-competitive, technological or efficiency gains.
• Examples of the types of vertical agreements that may give rise to possible competition concerns include inter alia exclusive purchasing and exclusive distribution agreements. Generally, vertical agreements will raise substantial competition concerns only where one or both parties have a significant share of their market(s).

The Independent Agency Network (“IAN”) reserves the right at its sole discretion to decline any application for membership by any applicant Agency, without providing a reason. Such decisions are final and not subject to appeal or review.