BEST PRACTICE GROUPS PROGRAM
(Revised March 2015)
A. Data Composites
1 Composites. Revenue, expense, and other benchmarking data may be collected from the members of a Best Practice Group, organized into a “Composite,” and then distributed in company-specific form solely to those Best Practice Group members. The Composite may only be distributed under the following conditions:
a. Organization. Each Composite will be managed by an independent organization retained by TCA;
b. Antitrust review. Each Composite must be submitted to TCA for review by TCA’s antitrust counsel prior to distribution to Best Practice Group members;
c. Age of Data. The information provided by motor carriers participating in each Composite must be based on data more than 3 months old;
d. Frequency of Reports. Composites will be distributed no more frequently than monthly;
e. Content. Items reported in the Composite shall not include freight rates or rate structures, methodologies, or practices (including detention charges, accessorial charges, fuel surcharges, insurance surcharges, credit terms, or other similar charges to customers), revenue or total expense per mile, service volumes or capacity, future sales or marketing strategies, new-service plans, and customer or supplier lists. None of the items shall be reported by zip codes, city pairs, traffic lanes, regions, types of customers, or types of freight, other than by van, refrigerated, flatbed, tank, specialized, or other truckload-industry segment.
f. TCA may remove any information or data contained in the Composites if TCA believes the information exposes TCA to any potential legal liability.
B. Topic Specific or Special Composites.
1 Topic Specific or Special Composites may be prepared from time to time. Topic Specific or Special Composites are those composites that deal with only one subject or a small set of subjects and/or are prepared for a Best Practice Group meeting. The same guidelines that apply to Data Composites in Section A shall also apply to the Topic Specific Composites.
2 In addition to the Data Composite guidelines discussed in Section A, the Topic Specific or Special Composites must also meet the following conditions:
a. There must be at least five carriers reporting data upon which each disseminated statistic will be based;
b. No individual carrier’s data will represent more than 25 percent on a weighted basis of that statistic; and
c. whenever possible any information included in the Topic Specific Composite must be sufficiently aggregated so that no recipient will be able to identify the costs incurred or revenues received by any particular carrier.
C. Best Practice Discussion Groups.
1 Membership in a Discussion Group.
a. Membership and participation in each Best Practice Discussion Group (“Best Practice Group”) will be voluntary.
b. No more than 20 motor carriers and their representatives may participate in any one Best Practice Group.
c. Participation will be limited to chief executive officers and other top, non-sales and-marketing executives.
d. A company that is a member of more than one Best Practice Group will not communicate or provide composite information, benchmarking data, best-practice ideas or similar information, received in relation to one Best Practice Group to members of another Best Practice Group in which they are also a member.
e. While each Best Practice Group will have an announced focus on carriers in a particular annual-revenue bracket and type of truckload operation, each Best Practice Group will be open to for-hire truckload carriers of all revenue-brackets and types of operation on a first-come, first serve basis.
f. No Best Practice Group will be comprised solely, or predominantly of large carriers (those with over 1,000 power units, company-owned and leased combined).
g. The carriers in any Best Practice Group, taken together, must not constitute more than 20 percent of any relevant service/geographic market, defined in terms of major traffic lanes.
h. Each carrier must complete a “Carrier Profile Worksheet” and submit the worksheet to TCA or TCA’s antitrust counsel for review and approval prior to participating in any Best Practice Group.
i. TCA may prohibit any carrier from participating in a Best Practice Group if TCA deems it necessary to reduce the risk of a violation of federal or state antitrust law.
2 Discussion Group Meetings.
a. Best Practice Group meetings (including any Best Practice Group-related telephone call in which two of more motor carriers participate) must follow agendas approved by TCA or TCA’s attorneys. After approval by TCA or TCA’s attorneys, the agenda will be distributed to all participants before or at the start of the meeting.
b. Each Best Practice Group meeting will begin with the person chairing the meeting drawing the participants’ attention to these Best Practice Groups Program Antitrust Safeguards. The chair will have any actions taken during the meeting summarized in minutes to be reviewed by a TCA attorney prior to distribution to the participants.
c. TCA will hire an attorney who will be present at all times to monitor all discussions.
d. Discussion in each Group will be limited to how to improve processes, procedures, and methods and thereby reduce transactional and other costs and increase efficiency, safety, environmental responsiveness, and competitiveness. While attendees may, from time to time, disclose to the Group their companies’ costs or other benchmarked items (if an actual statistic is not essential to the point the member is making, it is preferable to use a hypothetical, fictitious number), no disclosures or discussion will be permitted of any of the items to be omitted from the Surveys or Composites -namely, freight rates (or rate structures, components, methodologies, or practices, including detention charges, accessorial charges, fuel surcharges, insurance surcharges, or credit terms), credit terms, revenue or total expense per mile, service volumes or capacity, future sales or marketing strategies, new-service plans, and customer or supplier lists.
e. There must be no presentation (including best-practice ideas) or discussions relating to how carriers can either obtain more revenue from shippers, increase rates, or induce shippers to shoulder more (or inflict on carriers less) expense. Examples of expense-recovery topics that should not be discussed are detention charges, fuel surcharges, accessorial charges for pallet exchange, or charges for cargo-liability insurance in shipper contracts.
f. Neither the Best Practice Group as a whole, two or more members of a Best Practice Group, nor TCA will reach any agreements as to the compensation (actual rates, compensation structure, or practices) of drivers, whether involving owner-operators or company drivers, or of other categories of employees or independent contractors.
g. Neither the Best Practice Group as a whole, two or more members of a Best Practice Group, nor TCA will reach any agreements as to any cost, process, procedure, method, vendor, or anything else or make adoption of any such item a condition of membership in the Best Practice Group Program or in TCA.
h. Under no circumstances, whether at or outside of a Best Practice Group meeting, will a Best Practice Group as a whole or two or more members of a Best Practice Group reach any agreement concerning the use of information or ideas discussed at a Best Practice Group meeting. This includes agreements on shippers, costs, processes, procedures, methods, vendors, best practices, or anything else discussed at a Best Practice Group meeting. Any business decision resulting from information or ideas exchanged at a Best Practice Group meeting will be left to the unilateral, voluntary decision of each participant.
i. After review by TCA or TCA’s counsel, best-practice ideas, but not Composite statistics identified by individual company, may be shared between Discussion Groups – whether by TCA, an outside organization retained by TCA, or individual Group members.
D. Recommended Practices.
If a Best Practice Group believes it has identified a new approach that might benefit truckload carriers in general, it may formally suggest that TCA launch a public recommended-practices proceeding. If TCA decides to follow such a suggestion, TCA, with the assistance of antitrust counsel, will then formulate and publish the proposed new approach for comment by carriers, shippers, suppliers, and others; appoint a committee to review the comments; publish a revised recommended practice; and provide an appeals process to further review the recommended practice if challenged. TCA will not make the adoption of any recommended practice a condition of membership in either a Discussion Group or TCA. Any use of a recommended practice will be left to the unilateral, voluntary decision of each TCA member or other carrier.