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SD Filing
WW International (WW) SDConflict minerals disclosure
Filed: 1 Jun 15, 12:00am
Exhibit 1.01
Weight Watchers International, Inc.
Conflict Minerals Report
For the reporting period from January 1, 2014 to December 31, 2014
This Conflict Minerals Report (this “Report”) of Weight Watchers International, Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), for the reporting period January 1, 2014 to December 31, 2014 (the “Reporting Period”).
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which 3TG minerals (as defined below) are necessary to the functionality or production of those products. “3TG minerals” are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, certain of the Company’s operations contract to manufacture products for which 3TG minerals are necessary to the functionality or production of those products.
As permitted by the Rule, this Report has not been subject to an independent private sector audit.
Description of the Company’s Products Covered by this Report
This Report relates to products: (i) for which 3TG minerals are necessary to the functionality or production of such products; (ii) that were contracted to be manufactured by the Company; (iii) for which the manufacture was completed during the Reporting Period; and (iv) for which the Company was unable to determine the country of origin. These products, which are referred to in this Report collectively as the “Covered Products,” include the following:
• | Bathroom Scales |
• | Food Scales |
• | PointsPlus® Calculators |
• | Pedometers |
• | Cookbooks |
• | Member Awards (e.g., charms for achieving weight loss goals) |
• | Fitness Products (e.g., activity monitoring devices) |
• | Member Program Materials (e.g., weekly guides and journal, guides for eating out) |
• | Magazines |
The Company’s Process
The Company conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding 3TG minerals in its supply chain. This good faith RCOI was reasonably designed to determine whether any such 3TG minerals originated in the Covered Countries and whether such 3TG minerals may be from recycled or scrap sources. The Company also exercised due diligence on the source and chain of custody of such 3TG minerals. The Company’s due diligence measures were based on the framework in theOrganisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten.
The Company’s supply chain with respect to the Covered Products involves third parties, and in some cases, several third parties, in the supply chain between the ultimate manufacture of the Covered Products and the original sources of 3TG minerals. The Company does not purchase 3TG minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of 3TG minerals that are included in the Covered Products. Moreover, the Company believes that the smelters and refiners of 3TG minerals are best situated to identify the sources of 3TG minerals, and therefore has taken steps to identify the applicable smelters and refiners of 3TG minerals in the Company’s supply chain.
The Company contracted with a third party vendor, Source Intelligence (“SI”), to help collect and store the information gathered from the RCOI and due diligence efforts. The Company first provided SI a list of all Tier 1 suppliers it had determined to be “in-scope” based on the Rule (the “Suppliers”) and at least one method of contact for each of the Suppliers. An introductory email from the Company to all Suppliers describing the 3TG minerals information request and identifying SI as a partner in the process was followed by an email from SI containing a link for Supplier registration on the SI online platform. Communications were translated where necessary. In an effort to facilitate a deeper understanding of the 3TG minerals program and to educate Suppliers as to why the information was being requested, Suppliers were also given complimentary access to training and information concerning 3TG minerals tracing through the SI Conflict Minerals Resource Center at www.conflictmineralsresourcecenter.com.
Suppliers were asked to complete SI’s online survey version of the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template (“CMRT”) to identify 3TG minerals smelters and refiners and associated countries of origin. If a Tier 1 Supplier was unable to provide a CMRT or other information about 3TG minerals smelters or refiners in its supply chain, SI would request information on its “Tier 2” suppliers of products or components which might require 3TG minerals for their functionality or production. All Suppliers were asked to complete the CMRT on a product-level basis and to certify to the accuracy of their responses as such, and multiple follow-up telephone calls and e-mails by SI and the relevant Company supply chain contact were made to Suppliers who did not respond to registration requests or did not provide the requested information. Contacted Suppliers were offered assistance, including further information about 3TG minerals, an explanation of why the information was being collected, a review of how the information would be used and clarification regarding how the information needed could be provided.
Throughout the process, information collected regarding the use of 3TG minerals and their origin was assessed for plausibility, consistency, and gaps both in terms of which products contained or did not contain 3TG minerals (or used such minerals in their production) as well as the origin of those minerals. Any such “Quality Control” flags raised during the assessment, such as a Supplier providing smelter or refiner information from a metal processor not verified through SI’s smelter/refiner database, were clarified by Supplier follow-up.
In order to identify the specific mine or location of origin of 3TG minerals, SI reviewed the information provided by Suppliers via the CMRTs regarding mine names and locations for smelters and refiners, and aggregated such information where a single smelter or refiner was shown to have multiple countries of origin. Where possible, this information was augmented based on SI’s additional research (internet, industry and government associations) and outreach via telephone or email with smelters and refiners directly.
Based on the information obtained pursuant to the RCOI and due diligence process, the Company does not have sufficient information with respect to the Covered Products to determine the country of origin of 3TG minerals related to the Covered Products. Notwithstanding the foregoing, based on the information provided by the Suppliers, the Company believes that the facilities that may have been used to process the 3TG minerals in the Covered Products include the smelters and refiners listed inAnnex I below.
The Company supports the Rule’s goal of preventing armed groups in the Covered Countries from benefitting from the sourcing of 3TG minerals from that region. Consistent with that, the Company also adopted a statement outlining its views on 3TG minerals in its global product portfolio, which can be found on the Company’s website at www.weightwatchersinternational.com under the Conflict Minerals tab of the Corporate Responsibility section of such website.
The Company expects to take the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary 3TG minerals contained in or used in the production of the Company’s products benefit armed groups in the Covered Countries:
• | Continue to assess the presence of 3TG minerals in its supply chain by leveraging any information provided by Suppliers in response to 3TG minerals information requested on its behalf by SI; |
• | Review and revise, if necessary, educational materials for Suppliers engaged in the RCOI and due diligence process to ensure they understand the content and reasoning of the 3TG minerals information being sought; and |
• | Continue to review and refine, if necessary, the RCOI and due diligence efforts in order to reinforce Supplier engagement. |
Certain of the matters discussed in this Report, including, in particular, efforts to mitigate risks that 3TG minerals used in the Company’s products could directly or indirectly finance or otherwise benefit armed groups in the Covered Countries, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and beliefs, as well as a number of assumptions concerning future events. These statements are subject to risks, uncertainties, assumptions and other important factors. Readers are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The reports filed by the Company pursuant to United States securities laws contain discussions of these risks and uncertainties. The Company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are advised to review the Company’s filings with the United States Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Company’s website at www.weightwatchersinternational.com).
Annex I
3TG Mineral | Smelter or Refiner | |
Tungsten | A.L.M.T. Corp. | |
Gold | Aida Chemical Industries Co. Ltd. | |
Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | |
Gold | Almalyk Mining and Metallurgical Complex (AMMC) | |
Tin | Alpha | |
Gold | AngloGold Ashanti Córrego do Sítio Mineraçäo | |
Gold | Argor-Heraeus SA | |
Gold | Asahi Pretec Corporation | |
Gold | Asaka Riken Co Ltd | |
Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | |
Gold | Aurubis AG | |
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | |
Gold | Boliden AB | |
Gold | C. Hafner GmbH + Co. KG | |
Gold | Caridad | |
Gold | Cendres + Métaux SA | |
Tantalum | Changsha South Tantalum Niobium Co., Ltd. | |
Gold | Chimet S.p.A. | |
Tin | China Rare Metal Materials Company | |
Tin | China Tin Group Co., Ltd. | |
Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | |
Gold | Chugai Mining | |
Tin | CNMC (Guangxi) PGMA Co. Ltd. | |
Tantalum | Conghua Tantalum and Niobium Smeltry | |
Tin | Cooper Santa | |
Tin | CV Makmur Jaya | |
Tin | CV Nurjanah | |
Tin | CV Serumpun Sebalai | |
Tin | CV United Smelting | |
Gold | Daejin Indus Co. Ltd | |
Tungsten | Dayu Weiliang Tungsten Co., Ltd. | |
Gold | Do Sung Corporation | |
Gold | Dowa Mining Co., Ltd. | |
Tantalum | Duoluoshan Sapphire Rare Metal Co., Ltd. | |
Tin | Empresa Metallurgica Vinto | |
Tantalum | Exotech Inc. | |
Tantalum | F&X Electro-Materials Ltd. |
Tin | Fenix Metals | |
Gold | FSE Novosibirsk Refinery | |
Tungsten | Fujian Jinxin Tungsten Co., Ltd. | |
Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | |
Tungsten | Ganzhou Non-ferrous Metals Smelting Co., Ltd. | |
Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | |
Tin | Gejiu Kai Meng Industry and Trade LLC | |
Tin | Gejiu Zi-Li | |
Tantalum | Global Advanced Metals Aizu | |
Tungsten | Global Tungsten & Powders Corp. | |
Tungsten | Guangdong Xianglu Tungsten Industry Co., Ltd. | |
Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | |
Tungsten | H.C. Starck GmbH | |
Tantalum | H.C. Starck GmbH Goslar | |
Gold | Heimerle + Meule GmbH | |
Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | |
Gold | Heraeus Ltd. Hong Kong | |
Gold | Heraeus Precious Metals GmbH & Co. KG | |
Tantalum | Hi-Temp Specialty Metals, Inc. | |
Tin | Huichang Jinshunda Tin Co. Ltd | |
Tungsten | Hunan Chenzhou Mining Group Co., Ltd. | |
Tungsten | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | |
Gold | Hwasung CJ Co. Ltd | |
Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | |
Gold | Ishifuku Metal Industry Co., Ltd. | |
Gold | Istanbul Gold Refinery | |
Gold | Japan Mint | |
Tungsten | Japan New Metals Co., Ltd. | |
Gold | Jiangxi Copper Company Limited | |
Tin | Jiangxi Nanshan | |
Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | |
Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | |
Tantalum | Jiujiang Tanbre Co., Ltd. | |
Gold | Johnson Matthey Ltd | |
Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | |
Gold | JSC Uralelectromed | |
Gold | JX Nippon Mining & Metals Co., Ltd. | |
Gold | Kazzinc Inc. | |
Tantalum | Kemet Blue Powder | |
Tungsten | Kennametal Huntsville | |
Gold | Kennecott Utah Copper LLC |
Tantalum | King-Tan Tantalum Industry Ltd | |
Gold | Kojima Chemicals Co., Ltd | |
Gold | Korea Metal Co. Ltd | |
Gold | Kyrgyzaltyn JSC | |
Gold | L’azurde Company For Jewelry | |
Gold | Lingbao Jinyuan Tonghui Refinery Co. Ltd. | |
Tin | Linwu Xianggui Smelter Co | |
Gold | LS-NIKKO Copper Inc. | |
Tantalum | LSM Brasil S.A. | |
Tin | Magnu’s Minerais Metais e Ligas LTDA | |
Tin | Malaysia Smelting Corporation (MSC) | |
Gold | Materion | |
Gold | Met-Mex Peñoles, S.A. | |
Tin | Metallo Chimique | |
Gold | Metalor Technologies (Hong Kong) Ltd | |
Gold | Metalor Technologies (Singapore) Pte. Ltd. | |
Gold | Metalor Technologies SA | |
Gold | Metalor USA Refining Corporation | |
Tin | Mineração Taboca S.A. | |
Tin | Minsur | |
Gold | Mitsubishi Materials Corporation | |
Tin | Mitsubishi Materials Corporation | |
Gold | Mitsui Mining and Smelting Co., Ltd. | |
Tantalum | Mitsui Mining and Smelting Co., Ltd. | |
Tantalum | Molycorp Silmet A.S. | |
Gold | Moscow Special Alloys Processing Plant | |
Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. | |
Gold | Navoi Mining and Metallurgical Combinat | |
Gold | Nihon Material Co. LTD | |
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | |
Tin | Novosibirsk Integrated Tin Works | |
Tin | O.M. Manufacturing (Thailand) Co., Ltd. | |
Gold | Ohio Precious Metals, LLC | |
Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | |
Gold | OJSC Kolyma Refinery | |
Tin | Operaciones Metalurgical S.A. | |
Gold | PAMP SA | |
Tantalum | Plansee SE Reutte | |
Gold | Prioksky Plant of Non-Ferrous Metals | |
Tin | PT Alam Lestari Kencana | |
Gold | PT Aneka Tambang (Persero) Tbk |
Tin | PT Artha Cipta Langgeng | |
Tin | PT Babel Inti Perkasa | |
Tin | PT Babel Surya Alam Lestari | |
Tin | PT Bangka Kudai Tin | |
Tin | PT Bangka Putra Karya | |
Tin | PT Bangka Timah Utama Sejahtera | |
Tin | PT Bangka Tin Industry | |
Tin | PT Belitung Industri Sejahtera | |
Tin | PT BilliTin Makmur Lestari | |
Tin | PT Bukit Timah | |
Tin | PT DS Jaya Abadi | |
Tin | PT Eunindo Usaha Mandiri | |
Tin | PT Fang Di MulTindo | |
Tin | PT HP Metals Indonesia | |
Tin | PT Justindo | |
Tin | PT Karimun Mining | |
Tin | PT Koba Tin | |
Tin | PT Mitra Stania Prima | |
Tin | PT Pelat Timah Nusantara Tbk | |
Tin | PT Prima Timah Utama | |
Tin | PT Refined Banka Tin | |
Tin | PT Sariwiguna Binasentosa | |
Tin | PT Stanindo Inti Perkasa | |
Tin | PT Sumber Jaya Indah | |
Tin | PT Tambang Timah | |
Tin | PT Tinindo Inter Nusa | |
Tin | PT Yinchendo Mining Industry | |
Gold | PX Précinox SA | |
Gold | Rand Refinery (Pty) Ltd | |
Tantalum | RFH Tantalum Smeltry Co., Ltd | |
Gold | Royal Canadian Mint | |
Tin | RUI DA HUNG | |
Gold | Sabin Metal Corp. | |
Gold | SAMWON METALS Corp. | |
Gold | Schöne Edelmetaal B.V. | |
Gold | SEMPSA Joyería Platería SA | |
Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | |
Gold | So Accurate Group, Inc. | |
Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | |
Tin | Soft Metais, Ltda. | |
Gold | Solar Applied Materials Technology Corp. |
Tantalum | Solikamsk Metal Works | |
Tantalum | Taki Chemicals | |
Gold | Tanaka Kikinzoku Kogyo K.K. | |
Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | |
Tantalum | Telex | |
Tin | Thaisarco | |
Gold | The Great Wall Gold and Silver Refinery of China | |
Gold | The Refinery of Shandong Gold Mining Co. Ltd | |
Gold | Tokuriki Honten Co., Ltd | |
Gold | TongLing Nonferrous Metals Group Holdings Co., Ltd. | |
Gold | Torecom | |
Tantalum | Ulba | |
Gold | Umicore Brasil Ltda | |
Gold | Umicore SA Business Unit Precious Metals Refining | |
Gold | United Precious Metal Refining, Inc. | |
Gold | Valcambi SA | |
Gold | Western Australian Mint trading as The Perth Mint | |
Tin | White Solder Metalurgia e Mineração Ltda. | |
Tungsten | Wolfram Bergbau und Hütten AG | |
Tungsten | Wolfram Company CJSC | |
Tungsten | Xiamen Tungsten Co., Ltd. | |
Gold | Yamamoto Precious Metal Co., Ltd. | |
Gold | Yokohama Metal Co Ltd | |
Tin | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | |
Tin | Yunnan Tin Company Limited | |
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | |
Tantalum | Zhuzhou Cement Carbide | |
Gold | Zijin Mining Group Co. Ltd |