Taiwan Semiconductor Manufacturing Company Limited (TSM)
Filed: 29 May 18, 8:10am
Exhibit 1.01
TSMC CONFLICT MINERALS REPORT
I. Preliminaries
Taiwan Semiconductor Manufacturing Company Limited (the “Company,” “TSMC,” “we,” “us” or “our”) is filing this Form SD pursuant to Rule13p-1 under the Securities Exchange Act of 1934 for the reporting period January 1, 2017 to December 31, 2017 (“Reporting Period”).
Rule13p-1, through Form SD, requires the disclosure of certain information if a company manufactures or contracts to manufacture products for which certain “conflict minerals” (“Covered Minerals” as defined below) are necessary to the functionality or production of such products. Form SD defines “conflict minerals” as: (i)(a) columbite-tantalite (or coltan, the metal ore from which tantalum is extracted); (b) cassiterite (the metal ore from which tin is extracted); (c) gold; and (d) wolframite (the metal ore from which tungsten is extracted), or their derivatives, or (ii) any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”).
TSMC’s operations, including the operations of its consolidated subsidiaries, may at times manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production of those products (collectively, the “Products”). For example, the Covered Minerals, particularly tantalum, tin and tungsten, are frequently used in our various product lines to varying degrees.
This Conflict Minerals Report describes: (i) the good faith reasonable country of origin inquiry (“RCOI”) regarding the conflict minerals included in the Products during the period from January 1, 2017 until December 31, 2017 (the “Reporting Period”) to determine whether any of such Covered Minerals originated in the Covered Countries and/or whether any of the Covered Minerals may be from recycled or scrap sources; (ii) the measures and framework used by us to exercise due diligence on the source and chain of custody of our Covered Minerals; and (iii) the determination as to the facilities used to process the Covered Minerals as well as their countries of origin. There is a significant overlap between our RCOI efforts and our due diligence measures performed as detailed herein.
II. Reasonable Country of Origin Inquiry
Form SD requires that an issuer’s reasonable country of origin inquiry (“RCOI”) must be conducted in good faith and reasonably designed to determine whether the issuer’s Covered Minerals originated in the Covered Countries, or came from recycled or scrap sources, and it must be performed in good faith.
Conflict-Free Policies
As a general matter, TSMC has designed and implemented three procedural cornerstones in support of compliance with conflict-free sourcing: (a) TSMC’s Ethics and Business Conduct Policy; (b) TSMC’s Corporate Social Responsibility Policy and Program (including TSMC’s Policy Statement on Responsible Sourcing of Minerals), which is publicly available online at http://www.tsmc.com/csr/en/resources/documents.html); and (c) TSMC’s Green Procurement for Substance Control and Conflict Minerals C.I. (“Green Procurement Policy”). Our Ethics and Business Conduct Policy contains general ethical principles and guidelines that, among other matters, require us to follow all applicable laws, including those related to the sourcing of conflict minerals. As part of the duties of an ethical corporate citizen, our Corporate Social Responsibility Program describes the requirements we place upon our suppliers, such as requiring them to comply with applicable labor laws and also to source materials from conflict-free smelters or refiners. Our Green Procurement Policy requires us, as well as all of our relevant suppliers and contractors, to watch out for any “red flags” regarding the source of conflict minerals in our supply chain. Please see Exhibit III attached hereto for a description of such warning flags. Also, in addition to imposing requirements relating to hazardous substances materials sourcing, our Green Procurement Policy requires that any of our potential suppliers or contractors adhere to our Policy Statement on Responsible Sourcing of Minerals. These documents serve as the basis for our strong internal corporate management system with respect to conflict-free sourcing. Secondly, TSMC adheres to the humanitarian and ethical principles contained in theOrganisation for EconomicCo-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”) to supplement its policies and procedures on conflict-free sourcing. We have adopted its due diligence framework and have designed our due diligence measures consistently with the OECD Guidance. Finally, as a full member of the Responsible Business Alliance (“RBA”, formerly the Electronic Industry Citizenship Coalition (“EICC”)), TSMC has adopted the RBA Code of Conduct which describes the RBA’s general principle on the responsible sourcing of minerals. We have incorporated these principles into our Supplier Code of Conduct to which our suppliers must agree to adhere. Even though no current law compels us to adopt the RBA Code of Conduct, we have nevertheless incorporated RBA Code of Conduct principles on conflict minerals sourcing as an additional safeguard in our conflict minerals regulatory compliance system.
Participation in Trade Association Conflict-Free Initiatives
In September 2015, TSMC was accepted by the RBA to become a full member. As an active participating member of the RBA, TSMC can lend its influence and resources to support and help sponsor industry-wide conflict-free initiatives like the Globale-Sustainability Initiative (“GeSI”) and the Responsible Minerals Initiative (“RMI”, formerly the Conflict-Free Sourcing Initiative)’s Responsible Minerals Assurance Process (“RMAP”, formerly the Conflict-Free Smelter Program).
Since 2011, TSMC’s Green Procurement Policy has required our suppliers and contractors to complete and regularly update the RMI Conflict Minerals Reporting Template (the “Dashboard”) developed by the EICC-GeSI as an industry standard method to collect sourcing information related to conflict minerals. In addition, the RMAP uses an independent third-party audit to certify the conflict-free status of participating smelters and refiners. Our Green Procurement Policy requires our suppliers and contractors to source from smelters or refineries validated under the RMAP. TSMC became a member of RMI in August 2016, and has been regularly attending RMI’s activities via conference calls to obtain updated information to facilitate the execution of our conflict minerals compliance program.
TSMC is an influential member of the Taiwan Semiconductor Industry Association, which in turn is a member of the World Semiconductor Council (“WSC”) that promotes cooperative semiconductor industry activities to facilitate the healthy growth of the industry from a long-term, global perspective. The WSC unanimously adopted at its 17th high-level meeting in May 2013 a Conflict-Free Supply Chain Policy in order to support the global effort in creating a conflict-free supply chain on the sourcing of Covered Minerals from the Covered Countries. TSMC participates in the conflict minerals task force of the WSC, with the belief that creating a conflict-free supply chain in the Covered Minerals requires coordinated proactive steps taken on the international stage through NGOs like the WSC to harmonize the compliance measures of all relevant stakeholders within the global electronics industry.
RCOI Efforts
Because TSMC does not purchase the Covered Minerals directly from smelters, refiners or mines, TSMC relies on the smelter and refiner information provided by its direct first-tier suppliers or contractors that supply Covered Minerals (respectively “Suppliers” and “Contractors”) to identify the smelters and refiners in our supply chain. Our Suppliers and Contractors must complete Dashboard templates, obtain representations from their suppliers, obey our Corporate Social Responsibility Program and Supplier Code of Conduct and periodically update all information provided to us regarding conflict minerals for the Reporting Period. Through our RMI membership from 2016, we also have been obtaining country of origin information (the “RCOI Data”) compiled by RMI for those smelters in our supply chain that have been validated as conformant to the RMAP. This information, together with the country of origin information provided by our Suppliers and Contractors assists us in identifying whether the smelters and refiners in our supply chain source from the Covered Countries.
Suppliers & Contractors Representations
We obtained written representations from our Suppliers and Contractors representing that they either: (i) supplied no Covered Minerals from the Covered Countries; (ii) supplied Covered Minerals solely from smelters or refiners that had been validated under the RMAP; or (iii) supplied Covered Minerals from recycled or scrap sources. Each representation must be based on a reasonable country of origin inquiry conducted by the Supplier or Contractor that includes obtaining completed Dashboards and signed representations from their suppliers or contractors. Last, the representations require the Suppliers and Contractors to confirm no warning flags exist and to inform TSMC of any material changes to the representations.
During the Reporting Period, we are pleased to report that our RCOI due diligence measures indicate to us that 100% of the smelters and refiners from which our Suppliers and Contractors source the Covered Minerals have been fully audited, vetted and certified under the RMAP. For a summary of the determinations made from our RCOI, please see Section IV: Determinations below.
III. Due Diligence Framework
TSMC’s due diligence measures have been designed to conform, in all material respects, to the framework described in the OECD Guidance, consistent with TSMC’s position as a downstream company. To guide its due diligence, TSMC has established a due diligence compliance process that includes a documentation and record maintenance mechanism performed in accordance with TSMC’s records retention policy to ensure the retention of relevant documentation. The Company expects to continue to refine, revise and improve this process as appropriate in light of existing infrastructures regarding conflict minerals compliance industry-wide as well as changes in the applicable law.
Description of Due Diligence Framework
In accordance with the OECD Guidance, the Company’s due diligence measures on the source and chain of custody of Covered Minerals have been designed and implemented on the following framework:
i) Establish Strong Company Management Systems
Policy: As discussed in Section II above, TSMC has adopted a Supplier Code of Conduct and Policy Statement on Responsible Sourcing of Minerals (viewable publicly online at http://www.tsmc.com/csr/en/resources/documents.html), which outline TSMC’s commitment to responsible sourcing of its Covered Minerals in our products and our expectations that our Suppliers and Contractors will be similarly committed to responsible sourcing in their supply chain. The Company regularly communicates this Policy to our Suppliers and Contractors of Covered Minerals and requires them to acknowledge its importance. TSMC requires all of our Suppliers and Contractors to source the Covered Minerals from smelters or refiners who have been certified by independent third parties under the RMI’s Responsible Minerals Assurance Process.
Personnel: To oversee compliance with relevant conflict-free materials laws and regulations, we formed a standing Conflict-Free Materials Task Force (“Task Force”), comprised of members from the Legal, Environmental, Safety & Health, Procurement, and Backend Technology and Service departments. This cross-functional group is responsible for implementing TSMC’s conflict minerals compliance strategy. The Task Force is sponsored by senior management, including the Vice President & General Counsel as well as the Vice President of Materials Management & Risk Management. Our senior management and the Board of Directors’ Audit Committee are briefed about the results of the Company’s due diligence efforts, where they provide guidance and oversight. The Task Force identifies and assesses the relevant risks in our supply chain and formulates and implements control points to manage such risks. The Task Force also works closely with our internal team dedicated to managing all RBA membership obligations including complying with the portions of the RBA Code of Conduct relating to the responsible sourcing of minerals.
Supplier Engagement: The Task Force contacted our Suppliers and Contractors to provide them with notice of the relevant U.S. SEC requirements and advised them of the Company’s commitment to responsibly source materials and its due diligence expectations, and has followed up with Suppliers and Contractors as was reasonable to ensure compliance. In addition, the Company posted its Policy Statement on Responsible Sourcing of Minerals on its website so that these entities may understand and acknowledge it as a condition for doing business with us. The Company retains evidence of the received Supplier and Contractor responses as part of its RCOI and due diligence. Feedback from this process is used to modify, where appropriate, the design of TSMC’s conflict minerals compliance program.
Information Technology Control Point System:To preventnon-compliant Covered Minerals from being incorporated into our products and services, TSMC established an information technology-driven control point, or gating mechanism, in the early stages of new supplier engagement. Potential new suppliers of materials must provide the supporting documentation required in our “New Material Evaluation System”, such as a report on Covered Minerals present in their products, a completed Dashboard and signed representations (if applicable). TSMC then reviews these documents to assess any potential conflict minerals compliance risks, and will approve the supplier or new material only when a potential supplier has demonstrated its commitment to complying with TSMC’s conflict minerals compliance program.
Transparency:TSMC makes our conflict minerals report available to our customers via TSMC-Online, the online system used to place orders and communicate with TSMC, which allows enhanced transparency in the exchange of relevant compliance information.
Grievance Mechanism:The Company’s existing procedures for reporting Code of Conduct or other ethics violations are available for reporting conflict minerals compliance problems. Any employee or other whistleblower who has relevant information is able to file anonymous complaints via either the Ombudsman complaint system or the Audit Committee whistleblower system. All informants are protected from retaliation under TSMC’s Ethics and Business Conduct Policy to encourage the frank and full disclosure of grievances.
ii) Identify and Assess Risk in the Supply Chain
Identification of Risk: To identify risks in its supply chain, the Task Force through the contact window of the Procurement team contacted and requested its Suppliers and Contractors to complete the Dashboard and include information regarding the source and chain of custody of Covered Minerals in its supply chain. The Dashboard indicates both the country of origin and name and addresses of smelters and refiners used. Written instructions and recorded training illustrating use of the Dashboard are available on RMI’s website. The Task Force reviews the responses, checks the RCOI Data provided by RMI, looks for inconsistencies or other apparent inaccuracies, and follows up (throughe-mail communication or conference call as necessary) to identify and escalate any issues associated withnon-responsive or problematic responses to its inquiry.
Assessment of Risk: Upon receipt of completed Dashboards from our Suppliers and Contractors, the Task Force conducts due diligence of identified smelters or refiners by examining the information provided in Dashboard to determine if the smelter or refiner has been validated under the RMAP as “conflict-free”, assess potential risks in our supply chain, and take subsequent actions. The RMAP provides information regarding those smelters or refiners that, following an independent third-party audit, have been found to be conformant to the RMAP’s assessment protocols to assure continued sourcing of only conflict-free materials. During the Reporting Period, as a result of our risk assessment, the Task Force required our suppliers to remove from our supply chain those smelters identified asnon-conformant to RMAP. To ensure a conflict-free supply chain, the Task Force also took proactive steps to require our suppliers to urge those smelters which risk losing the RMAP-conformant status to participate in there-audit as soon as possible.
iii) Design and Implement a Strategy to Respond to Identified Risks
and Implementation of Control Points
TSMC’s Task Force takes the following actions, among others, to improve its due diligence measures, increase supply chain transparency and further mitigate the risk that the Covered Minerals contained in its products may finance or benefit armed groups in the Covered Countries. These actions taken serve as control points in our compliance effort.
| • | communicate our conflict minerals program to all relevant parties as needed and make same available publicly online; |
| • | design a compliance framework in accordance with the OECD Guidelines; |
| • | request Suppliers and Contractors to complete a Dashboard and review results of same; |
| • | update the Dashboard template as required; |
| • | request relevant parties sign representation letter confirming their compliance with our conflict mineral program, and requiring them to conduct similar inquiries in their supply chain; |
| • | request our relevant Suppliers and Contractors use only smelters and refiners certified under the RMAP; |
| • | check whether the smelters our Suppliers and Contractors source from are listed as certified under the RMAP (such as consulting the RMI’s website and referring to the updated RCOI Data and due diligence documents provided by RMI); |
| • | compile a list of Suppliers, Contractors and their smelters or refiners as well as their respective locations; |
| • | provide such list to government agencies and the public if or when required by law; |
| • | discuss compliance status with materials Suppliers or Contractors as needed; |
| • | conduct conflict minerals compliance training as applicable and needed; |
| • | research publicly available information to check whether high risk smelters or refiners identified by the Task Force indirectly or directly finance or benefit armed groups in the Covered Countries; |
| • | watch out for warning flags as identified in Exhibit III attached hereto; |
| • | participate in relevant industry discussions on conflict minerals compliance such as those conducted under the RBA and the WSC; |
| • | assist with conflict minerals compliance audits conducted by our customers and investors; |
| • | discuss our conflict minerals compliance efforts with our customers, investors or rating agencies when required; |
| • | reassure our major investor(s) and rating agencies that conflict minerals compliance is an integral part of our corporate governance scheme; |
| • | continue to collect Covered Minerals information contained in our finished products manufactured for all relevant periods; |
| • | continue to engage Suppliers and Contractors to obtain current, accurate and complete information about the supply chain, smelters and refiners; |
| • | enhance Supplier or Contractor communication, training and escalation process, if needed, to improve due diligence data accuracy and completion; and |
| • | require Suppliers and Contractors to implement responsible sourcing and due diligence measures to ensure sourcing only from smelters and refiners that have received a “conflict-free” designation from an independent third-party auditor such as the RMI’s RMAP. |
| • | monitor the RMAP-conformance status and audit cycle of each smelter in our supply chain and require our suppliers to urge smelters that risk losing the RMAP-conformant status to participate inre-audit |
iv) Carry Out Independent Third-Party Audit of Supply Chain
TSMC does not have any direct relationships with smelters or refiners that process the Covered Minerals, and it does not perform direct audits of our Covered Minerals smelters or refiners. Instead, the Company relies on information provided by its Suppliers and Contractors, and on information collected and provided by independent third-party audit programs, such as the RMAP as well as other publicly available information.
TSMC has also been regularly audited by some of its customers as to the sufficiency of its conflict minerals compliance program. To date, TSMC has successfully passed these customer audits (most of which have imposed requirements that are more stringent than those issued by the U.S. SEC) and shall continue to work with our customers and suppliers in building a conflict-free supply chain for the Covered Minerals over time.
v) Report Annually on Supply Chain Due Diligence:
Public Reporting of our Conflict-Free Materials Compliance
TSMC expects to report annually, as required by the U.S. SEC. The contents of this Form SD describing the methodology of our reasonable inquiry analysis and due diligence measures may be accessed publicly online at http://www.tsmc.com/english/investorRelations/sec_filings.htm or www.sec.gov.
IV. Determinations
Our determination as to the origins and chain of custody of our Covered Minerals is based on the reasonable country of origin inquiry and due diligence measures described above and expressly subject to the Cautionary Statements set forth below.
Exhibit I lists the smelters and refiners reasonably identified by our due diligence measures based on information provided by our materials Suppliers and Contractors known to have processed the Covered Minerals in our Products during the Reporting Period.
Exhibit II lists the countries of origin of the Covered Minerals in our Products as reasonably identified by our due diligence measures, and based on information from our relevant Suppliers and Contractors, as well as the country of origin information provided by RMI and the London Bullion Market Association.
For the Reporting Period, the Covered Minerals used in our Products originated from 19 direct first-tier Suppliers who used 37 smelters or refiners; the Covered Minerals used in our Products also came from 10 Contractors who in turn used 243 smelters or refiners. At the end of the Reporting Period, we are pleased to report that 100% of the smelters and refiners from which our Suppliers and Contractors sourced the Covered Minerals, including the 40 smelters and refiners which may have sourced directly or indirectly from Covered Countries, have been fully audited, vetted and certified under the RMAP. Some of our Suppliers or Contractors were unable to disclose information on some of the countries of origin of the Covered Minerals supplied or used by its smelters or refiners for confidentiality reasons.
To date, validation under the RMAP has been accepted by our industry as the primary standard for determining whether a smelter or refiner process Covered Minerals that directly or indirectly finance or benefit armed groups. Like our industry peers, TSMC relies on the independent third-party audits conducted under the RMAP as furnishing a reasonable basis to conclude that smelters and refiners validated under such Program have control procedures that prevent them from directly or indirectly financing or benefiting armed groups operating in the Covered Countries. Because of industry acceptance of the RMI’s Responsible Minerals Assurance Process and based on its own research of publicly available information, TSMC found no reasonable basis for independently determining that these validated smelters and refiners sourced Covered Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries.
Cautionary Statements
Our reasonable country of origin inquiry as well as our due diligence measures have endeavoured to overcome the unavoidable limitations inherent in collecting information about the origins and chain of custody of the Covered Minerals used in our finished products as a downstream purchaser of the Covered Minerals operating within a complex international electronics supply chain. As such, we rely on our Suppliers and Contractors for the ultimate veracity of the information which they provide about the smelters or refiners whom they employ because we do not have any direct contractual relationship with or power of control over such smelters or refiners. Information subjected to fraud by third parties may elude detection even after having been subjected to robust verification due diligence measures like the ones we have adopted and implemented for the Reporting Period. In spite of these difficulties, our determination made herein stands as reasonable assurance of the current status of our conflict minerals compliance and in no way detracts from our commitment towards creating a conflict-free supply chain for our Products when infrastructures that further facilitate conflict minerals compliance would become more prevalent, established and readily available at reasonable cost in time and resources.
Exhibit I
Smelters & Refiners
Covered Minerals | Smelter Name | Smelter Country | ||
| Gold | Advanced Chemical Company | U.S.A. | ||
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN | ||
| Gold | Al Etihad Gold Refinery DMCC | UNITED ARAB EMIRATES | ||
| Gold | AllgemeineGold-und Silberscheideanstalt A.G. | GERMANY | ||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN | ||
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao | BRAZIL | ||
| Gold | Argor-Heraeus S.A. | SWITZERLAND | ||
| Gold | Asahi Pretec Corp. | JAPAN | ||
| Gold | Asahi Refining Canada Ltd. | CANADA | ||
| Gold | Asahi Refining USA Inc. | U.S.A. | ||
| Gold | Asaka Riken Co., Ltd. | JAPAN | ||
| Gold | AU Traders and Refiners | SOUTH AFRICA | ||
| Gold | Aurubis AG | GERMANY | ||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES | ||
| Gold | Boliden AB | SWEDEN | ||
| Gold | C. Hafner GmbH + Co. KG | GERMANY | ||
| Gold | CCR Refinery - Glencore Canada Corporation | CANADA | ||
| Gold | Chimet S.p.A. | ITALY | ||
| Gold | Daejin Indus Co., Ltd. | KOREA, REPUBLIC OF | ||
| Gold | DODUCO Contacts and Refining GmbH | GERMANY | ||
| Gold | Dowa | JAPAN | ||
| Gold | DSC (Do Sung Corporation) | KOREA, REPUBLIC OF | ||
| Gold | Eco-System Recycling Co., Ltd. | JAPAN | ||
| Gold | Elemetal Refining, LLC* | U.S.A | ||
| Gold | Emirates Gold DMCC | UNITED ARAB EMIRATES | ||
| Gold | Geib Refining Corporation | U.S.A. | ||
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | CHINA | ||
| Gold | Heimerle + Meule GmbH | GERMANY | ||
| Gold | Heraeus Metals Hong Kong Ltd. | CHINA | ||
| Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY | ||
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | CHINA | ||
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN | ||
| Gold | Istanbul Gold Refinery | TURKEY | ||
| Gold | Japan Mint | JAPAN | ||
| Gold | Jiangxi Copper Co., Ltd. | CHINA | ||
| Gold | JSC EkaterinburgNon-Ferrous Metal Processing Plant** | RUSSIAN FEDERATION | ||
| Gold | JSC Uralelectromed | RUSSIAN FEDERATION |
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN | ||
| Gold | Kazzinc | KAZAKHSTAN | ||
| Gold | Kennecott Utah Copper LLC | U.S.A. | ||
| Gold | Kojima Chemicals Co., Ltd. | JAPAN | ||
| Gold | Korea Zinc Co., Ltd. | KOREA, REPUBLIC OF | ||
| Gold | Kyrgyzaltyn JSC | KYRGYZSTAN | ||
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | ||
| Gold | Materion | U.S.A. | ||
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN | ||
| Gold | Metalor Technologies (Hong Kong) Ltd. | CHINA | ||
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | SINGAPORE | ||
| Gold | Metalor Technologies (Suzhou) Ltd. | CHINA | ||
| Gold | Metalor Technologies S.A. | SWITZERLAND | ||
| Gold | Metalor USA Refining Corporation | U.S.A. | ||
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | MEXICO | ||
| Gold | Mitsubishi Materials Corporation | JAPAN | ||
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Gold | MMTC-PAMP India Pvt., Ltd. | INDIA | ||
| Gold | Moscow Special Alloys Processing Plant | RUSSIAN FEDERATION | ||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | TURKEY | ||
| Gold | Nihon Material Co., Ltd. | JAPAN | ||
| Gold | Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH | AUSTRIA | ||
| Gold | Ohura Precious Metal Industry Co., Ltd. | JAPAN | ||
| Gold | OJSC “The Gulidov KrasnoyarskNon-Ferrous Metals Plant” (OJSC Krastsvetmet) | RUSSIAN FEDERATION | ||
| Gold | OJSC Novosibirsk Refinery | RUSSIAN FEDERATION | ||
| Gold | PAMP S.A. | SWITZERLAND | ||
| Gold | Prioksky Plant ofNon-Ferrous Metals | RUSSIAN FEDERATION | ||
| Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA | ||
| Gold | PX Precinox S.A. | SWITZERLAND | ||
| Gold | Rand Refinery (Pty) Ltd. | SOUTH AFRICA | ||
| Gold | Republic Metals Corporation | U.S.A. | ||
| Gold | Royal Canadian Mint | CANADA | ||
| Gold | Samduck Precious Metals | KOREA, REPUBLIC OF | ||
| Gold | SAXONIA Edelmetalle GmbH | GERMANY | ||
| Gold | Schone Edelmetaal B.V. | NETHERLANDS | ||
| Gold | SEMPSA Joyeria Plateria S.A. | SPAIN | ||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA | ||
| Gold | Sichuan Tianze Precious Metals Co., Ltd. | CHINA | ||
| Gold | Singway Technology Co., Ltd. | TAIWAN | ||
| Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | RUSSIAN FEDERATION |
| Gold | Solar Applied Materials Technology Corp. | TAIWAN | ||
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN | ||
| Gold | T.C.A S.p.A | ITALY | ||
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | ||
| Gold | The Refinery of Shandong Gold Mining Co., Ltd. | CHINA | ||
| Gold | Tokuriki Honten Co., Ltd. | JAPAN | ||
| Gold | Torecom | KOREA, REPUBLIC OF | ||
| Gold | Umicore Brasil Ltda. | BRAZIL | ||
| Gold | Umicore Precious Metals Thailand | THAILAND | ||
| Gold | Umicore S.A. Business Unit Precious Metals Refining | BELGIUM | ||
| Gold | United Precious Metal Refining, Inc. | U.S.A. | ||
| Gold | Valcambi S.A. | SWITZERLAND | ||
| Gold | Western Australian Mint (T/a The Perth Mint) | AUSTRALIA | ||
| Gold | WIELAND Edelmetalle GmbH | GERMANY | ||
| Gold | Yamakin Co., Ltd. | JAPAN | ||
| Gold | Yokohama Metal Co., Ltd. | JAPAN | ||
| Gold | Zijin Mining Group Co., Ltd. Gold Refinery* | CHINA | ||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | ||
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | CHINA | ||
| Tantalum | D Block Metals, LLC | U.S.A. | ||
| Tantalum | Duoluoshan* | CHINA | ||
| Tantalum | Exotech Inc. | U.S.A. | ||
| Tantalum | F&X Electro-Materials Ltd. | CHINA | ||
| Tantalum | FIR Metals & Resource Ltd. | CHINA | ||
| Tantalum | Global Advanced Metals Aizu | JAPAN | ||
| Tantalum | Global Advanced Metals Boyertown | U.S.A. | ||
| Tantalum | Guangdong Rising RareMetals-EO Materials Ltd. | CHINA | ||
| Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | CHINA | ||
| Tantalum | H.C. Starck Co., Ltd. | THAILAND | ||
| Tantalum | H.C. Starck Hermsdorf GmbH | GERMANY | ||
| Tantalum | H.C. Starck Inc. | U.S.A. | ||
| Tantalum | H.C. Starck Ltd. | JAPAN | ||
| Tantalum | H.C. Starck Smelting GmbH & Co. KG | GERMANY | ||
| Tantalum | H.C. Starck Tantalum and Niobium GmbH | GERMANY | ||
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA | ||
| Tantalum | Hi-Temp Specialty Metals, Inc.* | U.S.A. | ||
| Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | CHINA | ||
| Tantalum | Jiangxi Tuohong New Raw Material | CHINA | ||
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA | ||
| Tantalum | Jiujiang Tanbre Co., Ltd. | CHINA |
| Tantalum | Jiujiang Zhongao Tantalum & Niobium Co., Ltd. | CHINA | ||
| Tantalum | KEMET Blue Metals | MEXICO | ||
| Tantalum | KEMET Blue Powder | U.S.A. | ||
| Tantalum | LSM Brasil S.A. | BRAZIL | ||
| Tantalum | Metallurgical Products India Pvt., Ltd. | INDIA | ||
| Tantalum | Mineracao Taboca S.A. | BRAZIL | ||
| Tantalum | Mitsui Mining and Smelting Co., Ltd. | JAPAN | ||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | ||
| Tantalum | NPM Silmet AS | ESTONIA | ||
| Tantalum | Power Resources Ltd. | MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF | ||
| Tantalum | QuantumClean | U.S.A. | ||
| Tantalum | RFH Tantalum Smeltery Co., Ltd./Yanling Jincheng Tantalum & Niobium Co., Ltd. | CHINA | ||
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION | ||
| Tantalum | Taki Chemical Co., Ltd. | JAPAN | ||
| Tantalum | Telex Metals | U.S.A. | ||
| Tantalum | Ulba Metallurgical Plant JSC | KAZAKHSTAN | ||
| Tantalum | XinXing HaoRong Electronic Material Co., Ltd. | CHINA | ||
| Tantalum | Yichun Jin Yang Rare Metal Co., Ltd.** | CHINA | ||
| Tantalum | Zhuzhou Cemented Carbide Group Co., Ltd.* | CHINA | ||
| Tin | Alpha | U.S.A. | ||
| Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | CHINA | ||
| Tin | China Tin Group Co., Ltd. | CHINA | ||
| Tin | Cooper Santa* | BRAZIL | ||
| Tin | CV Ayi Jaya | INDONESIA | ||
| Tin | CV Dua Sekawan | INDONESIA | ||
| Tin | CV Gita Pesona | INDONESIA | ||
| Tin | CV United Smelting | INDONESIA | ||
| Tin | CV Venus Inti Perkasa | INDONESIA | ||
| Tin | Dowa | JAPAN | ||
| Tin | EM Vinto | BOLIVIA (PLURINATIONAL STATE OF) | ||
| Tin | Fenix Metals | POLAND | ||
| Tin | Gejiu Fengming Metallurgy Chemical Plant | CHINA | ||
| Tin | Gejiu Jinye Mineral Company | CHINA | ||
| Tin | Gejiu Kai Meng Industry and Trade LLC | CHINA | ||
| Tin | GejiuNon-Ferrous Metal Processing Co., Ltd. | CHINA | ||
| Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | CHINA | ||
| Tin | Guangdong HanheNon-Ferrous Metal Co., Ltd. | CHINA | ||
| Tin | Guanyang Guida Nonferrous Metal Smelting Plant | CHINA | ||
| Tin | Huichang Jinshunda Tin Co., Ltd. | CHINA |
| Tin | Jiangxi Ketai Advanced Material Co., Ltd. | CHINA | ||
| Tin | Jiangxi New Nanshan Technology Ltd. | CHINA | ||
| Tin | Magnu’s Minerais Metais e Ligas Ltda. | BRAZIL | ||
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA | ||
| Tin | Melt Metais e Ligas S.A. | BRAZIL | ||
| Tin | Metallic Resources, Inc. | U.S.A. | ||
| Tin | Metallo Belgium N.V. | BELGIUM | ||
| Tin | Metallo Spain S.L.U. | SPAIN | ||
| Tin | Mineracao Taboca S.A. | BRAZIL | ||
| Tin | Minsur | PERU | ||
| Tin | Mitsubishi Materials Corporation | JAPAN | ||
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND | ||
| Tin | O.M. Manufacturing Philippines, Inc. | PHILIPPINES | ||
| Tin | Operaciones Metalurgical S.A. | BOLIVIA (PLURINATIONAL STATE OF) | ||
| Tin | PT Aries Kencana Sejahtera | INDONESIA | ||
| Tin | PT Artha Cipta Langgeng | INDONESIA | ||
| Tin | PT ATD Makmur Mandiri Jaya | INDONESIA | ||
| Tin | PT Babel Inti Perkasa | INDONESIA | ||
| Tin | PT Bangka Prima Tin | INDONESIA | ||
| Tin | PT Bangka Tin Industry | INDONESIA | ||
| Tin | PT Belitung Industri Sejahtera | INDONESIA | ||
| Tin | PT Bukit Timah | INDONESIA | ||
| Tin | PT Cipta Persada Mulia* | INDONESIA | ||
| Tin | PT DS Jaya Abadi | INDONESIA | ||
| Tin | PT Eunindo Usaha Mandiri | INDONESIA | ||
| Tin | PT Inti Stania Prima | INDONESIA | ||
| Tin | PT Karimun Mining | INDONESIA | ||
| Tin | PT Kijang Jaya Mandiri | INDONESIA | ||
| Tin | PT Lautan Harmonis Sejahtera | INDONESIA | ||
| Tin | PT Menara Cipta Mulia | INDONESIA | ||
| Tin | PT Mitra Stania Prima | INDONESIA | ||
| Tin | PT Panca Mega Persada | INDONESIA | ||
| Tin | PT Premium Tin Indonesia | INDONESIA | ||
| Tin | PT Prima Timah Utama | INDONESIA | ||
| Tin | PT Rajehan Ariq | INDONESIA | ||
| Tin | PT Refined Bangka Tin | INDONESIA | ||
| Tin | PT Sariwiguna Binasentosa | INDONESIA | ||
| Tin | PT Stanindo Inti Perkasa | INDONESIA | ||
| Tin | PT Sukses Inti Makmur | INDONESIA | ||
| Tin | PT Sumber Jaya Indah | INDONESIA | ||
| Tin | PT Timah (Persero) Tbk Kundur | INDONESIA |
| Tin | PT Timah (Persero) Tbk Mentok | INDONESIA | ||
| Tin | PT Tinindo Inter Nusa | INDONESIA | ||
| Tin | PT Tommy Utama | INDONESIA | ||
| Tin | PT Wahana Perkit Jaya* | INDONESIA | ||
| Tin | Resind Industria e Comercio Ltda. | BRAZIL | ||
| Tin | Rui Da Hung | TAIWAN | ||
| Tin | Soft Metais Ltda. | BRAZIL | ||
| Tin | Thaisarco | THAILAND | ||
| Tin | VQB Mineral and Trading Group JSC* | VIET NAM | ||
| Tin | White Solder Metalurgia e Mineracao Ltda. | BRAZIL | ||
| Tin | Yunnan ChengfengNon-ferrous Metals Co., Ltd. | CHINA | ||
| Tin | Yunnan Tin Company Limited | CHINA | ||
| Tungsten | A.L.M.T. TUNGSTEN Corp. | JAPAN | ||
| Tungsten | ACL Metais Eireli | BRAZIL | ||
| Tungsten | Asia Tungsten Products Vietnam Ltd. | VIET NAM | ||
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA | ||
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA | ||
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA | ||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | ||
| Tungsten | Global Tungsten & Powders Corp. | U.S.A. | ||
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | CHINA | ||
| Tungsten | H.C. Starck Smelting GmbH & Co. KG | GERMANY | ||
| Tungsten | H.C. Starck Tungsten GmbH | GERMANY | ||
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | CHINA | ||
| Tungsten | Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji | CHINA | ||
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA | ||
| Tungsten | Hydrometallurg, JSC | RUSSIAN FEDERATION | ||
| Tungsten | Japan New Metals Co., Ltd. | JAPAN | ||
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CHINA | ||
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Jiangxi TongguNon-ferrous Metallurgical & Chemical Co., Ltd. | CHINA | ||
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CHINA | ||
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Kennametal Fallon | U.S.A. | ||
| Tungsten | Kennametal Huntsville | U.S.A. | ||
| Tungsten | Malipo Haiyu Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Niagara Refining LLC | U.S.A. | ||
| Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC | VIET NAM |
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | VIET NAM | ||
| Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd. | VIET NAM | ||
| Tungsten | Wolfram Bergbau und Hutten AG | AUSTRIA | ||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | ||
| Tungsten | Xiamen Tungsten Co., Ltd. | CHINA | ||
| Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | CHINA |
| * | These smelters were removed from our supply chain when they were removed from the RMAP Conformant Smelter List. |
| ** | These smelters are in the process of being removed as of May 2018. |
EXHIBIT II
Covered Minerals: Countries of Origin
| Argentina | Guinea | Peru | ||||||
| Armenia | Guyana | Philippines | ||||||
| Australia | Honduras | Russia | ||||||
| Austria | Ivory Coast | Rwanda | ||||||
| Azerbaijan | India | Saudi Arabia | ||||||
| Belgium | Indonesia | Senegal | ||||||
| Bolivia | Japan | Sierra Leone | ||||||
| Brazil | Kazakhstan | Slovakia | ||||||
| Burkina Faso | Kenya | South Africa | ||||||
| Burundi | Kyrgyzstan | South Korea | ||||||
| Canada | Laos | Spain | ||||||
| Chile | Liberia | South Africa | ||||||
| China | Madagascar | Suriname | ||||||
| Colombia | Malaysia | Sweden | ||||||
| Democratic Republic of Congo | Mali | Switzerland | ||||||
| Dominican Republic | Mauritania | Taiwan | ||||||
| Ecuador | Mexico | Thailand | ||||||
| Egypt | Mongolia | Tanzania | ||||||
| Ethiopia | Morocco | Turkey | ||||||
| Fiji | Mozambique | Uganda | ||||||
| Finland | Myanmar | Uruguay | ||||||
| France | Namibia | United States of America | ||||||
| Gabon | New Zealand | Uzbekistan | ||||||
| Georgia | Nicaragua | Venezuela | ||||||
| Germany | Nigeria | Vietnam | ||||||
| Ghana | Papua New Guinea | Zambia | ||||||
| Guatemala | Portugal | Zimbabwe |
EXHIBIT III
Warning Flags
Warning Flag Situations:
| • | minerals originate from or have been transported via a conflict-affected or high-risk area; |
| • | minerals are claimed to originate from a country that has limited known reserves, likely resources or expected production levels of the mineral in question (i.e. the declared volumes of mineral from that country are out of keeping with its known reserves or expected production levels); |
| • | minerals are claimed to originate from a country in which minerals from conflict-affected and high-risk areas are known to transit; |
| • | suppliers or other known upstream companies have shareholder or other interests in companies that supply minerals from or operate in one of the above-mentioned red flag locations of mineral origin and transit; |
| • | suppliers or other known upstream companies are known to have sourced minerals from a red flag location of mineral origin and transit in the last 12 months. |
(From “Supplement on Tin, Tantalum and Tungsten” in OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition (OECD 2016, p. 33)).