Writing a Conflict Minerals Report

Transcription

1 Writing a Conflict Minerals Report Form SD Submission to the SEC Presented by: Bruce Calder VP Consulting Services

2 Agenda Introduction Conflict Minerals Report - Requirements - Examples of DRC Sourcing Writing a CMR - Description of RCOI - Due Diligence - Conflict Free Statement - Sources of Errors - Improvement Program Post Disclosure - Rating - NGOs Q&A Note - Presentation is only 50 minutes plus Q&A. Please submit questions so that we can address your specific issues

3 Claigan Conflict Minerals Services Conflict Minerals - Conflict minerals compliance RCOI (Reasonable Country of Origin) Due Diligence Conflict Minerals Report Experience - Claigan work is quoted in the SEC final rules 18 times - Claigan has testified to Congress on Conflict Minerals - Worked for - Danaher, Abbott Laboratories, Apple, Smiths Medical, Smith & Nephew, Covidien, Johnson & Johnson, Hamilton Beach, Honeywell, Hach, Fluke, Moog, Edwards Lifesciences, Instrumentation Laboratory, GE, Schneider Electric, KavoKerr, Legrand, Microsemi, Agilent, Barrx, Tyco, L-3, Johnson & Johnson, Smart Technologies, Pelton & Crane, Cooper Surgical, Carestream, Atricure, CAE, Philips, Plexus, FLIR, Trojan, Deltrol Controls, LoJack, Thermo Scientific, Li-Cor, Avid, and US Commercial Service.

4 SEC Disclosure A publicly traded company needs to - Submit a conflict minerals disclosure to the SEC Form SD - Submit a conflict minerals report to the SEC If any minerals are sourced from the DRC or surrounding region (which is the case for the vast majority of companies)

5 Sourcing from the DRC Virtually all companies with circuit boards source from the DRC or surrounding regions Very typical example - Kester solder MSC

6 Malaysian Smelter Corporation Enter Malaysian Smelter Corporation DRC - into google

7 Malaysian Smelter Corporation Click on the link (first choice in google) Rwanda

8 Malaysian Smelter Corporation Note - MSC is conflict free certified So - conflict free But - still requires conflict minerals report

9 Statement from Supplier Incorrectly states - Does not source from the DRC or surrounding regions Supplier declaration do not meet the reasonable standard

10 Sourcing from the Region 75%+ of tantalum refineries source from the DRC or surrounding regions Any reasonable due diligence will identify sourcing from the DRC or surrounding countries - A high school freshman using google can identify at least some links to the DRC or surrounding countries Therefore, virtually all affected companies will require due diligence and a Conflict Minerals Report

11 US Court of Appeals Decision On April 14, the United States Court of Appeals upheld all of the SEC final rules except requirements to disclose products as Not DRC Conflict Free Related to Compelled Speech - SEC has compelled companies to speak (disclose) facts - Cannot compel companies to speak policy Companies should be allowed to describe their conflict free nature in their own words - and facts of due diligence disclosed should allow interested parties to infer their conflict free nature

12 US Court of Appeals Decision - Effects Effects - No explicit stay in the rules required except for the Not DRC Conflict Free declaration - US Chamber of Commerce would likely have to request (and have accepted a stay) Unless a stay is put in place or the SEC declares a delay in disclosure or enforcement - Disclosure timeline is still on track - Conflict minerals reports are unaffected except for situations where a company would have to declare themselves Not DRC Conflict Free

13 Writing a Conflict Minerals Reports Requirements - Description of RCOI process Process to determine if and in which chains does the issuer source from the DRC or surrounding countries - Description of due diligence Adherence to OECD Due Diligence Guidance Results of due diligence - Conflict free nature of products Based on results of due diligence Subject to change based on US Court of Appeals decision

14 CMR Outcomes DRC Conflict Free - 3rd party audit required Not DRC Conflict Free - Not clear after US Court of Appeals decisions DRC Conflict Undeterminable - No audit required - Description of facilities and mines - Risk mitigation plan Improvement plan Note - The results could be a mix of the above

15 Form SD

16 Disclosure vs Report

17 Company Overview

18 Description of RCOI - Supplier

19 Description of RCOI - Smelter

20 Due Diligence - Standard Used

21 Due Diligence - Policy

22 Adherence to OECD Guidance 5 Steps

23 Due Diligence Results - Summary

24 Mine and Facility Information

25 Sources of Error

26 Risk Mitigation / Improvement Program

27 Claigan Approach CMR Writing Technical file / summary of findings - Document for internal usage - Summary of findings from RCOI and Due Diligence process - Principle summary document for an audit Consensus on findings - Using the summary of findings, create understanding and consensus of results Write draft CMR - Draft CMR for internal review - Iterative approach to final CMR for disclosure to the SEC Normally multiple internal stakeholders

28 Claigan Approach Summary of Findings Before draft CMR Review RCOI and Due Diligence Explain detailed findings and create consensus

29 Summary Conflict Minerals Report - Requirement - Required by virtually all companies with electronics - Be very very sure before you decide you do not require one Main content - Description of RCOI - Due diligence - Conflict free statement - Sources of errors - Improvement program

30 Not just another environmental regulation

31 Reporting on Conflict Minerals This Week Following publications reporting on conflict minerals this week - Wall Street Journal - Reuters - Bloomberg - NY Times - Washington Post - NBC - ABC - Fox

32 Ranking of Issuers by NGOs Disclosures are public and will be ranked by NGOs Example (Enough Project)

33 Claigan Approach CMR Writing Technical file / summary of findings - Document for internal usage - Summary of findings from RCOI and Due Diligence process - Principle summary document for an audit Consensus on findings - Using the summary of findings, create understanding and consensus of results Write draft CMR - Draft CMR for internal review - Iterative approach to final CMR for disclosure to the SEC Normally multiple internal stakeholders Q&A Session