Exhibit 1.01
Conflict Minerals Report
of Monolithic Power Systems, Inc.
for the Year Ended December 31, 2021
This Conflict Minerals Report of Monolithic Power Systems, Inc. (including its consolidated subsidiaries, “MPS,” “we,” “us,” “our,”) is being filed for the reporting period from January 1, 2021 to December 31, 2021 in compliance with Rule 13p-1 of the Securities Exchange Act of 1934, as amended (“Rule 13p-1”).
Rule 13p-1, through Form SD, requires the disclosure of certain information if a company manufactures or contracts to manufacture products for which certain “conflict minerals” (as defined below) are necessary to the functionality or production of such products. Form SD defines “conflict minerals” as: (i)(a) columbite-tantalite, (b) cassiterite, (c) gold and (d) wolframite, or their derivatives, which are currently limited to tantalum, tin and tungsten; 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,” as such term is defined in Form SD (collectively, the “Covered Countries”).
Because conflict minerals were necessary to the functionality or production of products contracted by us to be manufactured between January 1, 2021 and December 31, 2021 (the “Reporting Period”), we were required to conduct in good faith a reasonable country of origin inquiry (“RCOI”). Based on the RCOI, if we have reason to believe our necessary conflict minerals may have originated in the Covered Countries and have reason to believe that they may not be from recycled or scrap sources, we must exercise due diligence on the source and chain of custody of our conflict minerals, and file a Conflict Minerals Report to describe our due diligence efforts on the source and chain of custody of such conflict minerals.
FORWARD-LOOKING STATEMENTS
This Conflict Minerals Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “intend” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q in greater detail under the heading “Risk Factors.” Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Conflict Minerals Report completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
1.1 Company Overview
MPS is a global company that provides high-performance, semiconductor-based power electronics solutions. Our mission is to reduce total energy and material consumption in our customers’ systems with green, practical and compact solutions. Founded in 1997 by our CEO Michael Hsing, MPS has three core strengths: deep system-level knowledge, strong semiconductor design expertise, and innovative proprietary semiconductor process and system integration technologies. These combined strengths enable MPS to deliver highly integrated monolithic products that offer energy-efficient, cost-effective, easy-to-use solutions for systems found in storage and computing, enterprise data, automotive, industrial, communications and consumer markets.
1.2. Products Overview
MPS’s product families are classified in the following two categories (collectively, the “products”):
Direct Current (“DC”) to DC Products - DC to DC integrated circuits (“ICs”) are used to convert and control voltages within a broad range of electronic systems, such as portable electronic devices, wireless LAN access points, computers and notebooks, monitors, infotainment applications and medical equipment. We believe that our DC to DC products are differentiated in the market, particularly with respect to their high degree of integration, high voltage operation, high load current, high switching speed and small footprint. These features are important to our customers as they result in fewer components, a smaller form factor, more accurate regulation of voltages, and, ultimately, lower system cost and increased reliability through the elimination of many discrete components and power devices.
Lighting Control Products - Lighting control ICs are used in backlighting and general illumination products. Lighting control ICs for backlighting are used in systems that provide the light source for LCD panels typically found in computers and notebooks, monitors, car navigation systems and televisions. Backlighting solutions are typically either white light emitting diode lighting sources or cold cathode fluorescent lamps.
2. Conflict Minerals Policy
MPS has adopted a Conflict Minerals Policy, which is publicly available on our website (https://media.monolithicpower.com/mps_cms_document/m/p/mps_conflict_minerals_policy-july_2021_final.pdf). As a key component of our conflict minerals program framework system, this policy:
● | reflects MPS’s support and contribution to industry-wide efforts to validate that the conflict minerals used in its products come from socially responsible sources; |
● | reflects MPS’s actions to conduct upstream supply chain due diligence of minerals for conflict-affected and high-risk areas in all material respects with the guidance by the Organization for Economic Cooperation and Development (“OECD”) Due Diligence Guidance; and |
● | is communicated to MPS’s supply chain with the expectation of compliance with the conflict minerals policy, and for the suppliers to provide sourcing information using the Conflict Minerals Reporting Template (“CMRT”) developed by the Responsible Minerals Initiative (“RMI”). |
3. RCOI and RCOI Conclusion
MPS has conducted the RCOI in good faith regarding the conflict minerals included in its products during the Reporting Period to determine whether any such conflict minerals originated in the Covered Countries and/or whether any of the conflict minerals were from recycled or scrap sources. The results of MPS’s RCOI regarding the conflict minerals are included below.
MPS’s global supply chain is complex. As a fabless company in the analog semiconductor business, MPS does not manufacture its products or engage in the actual mining of conflict minerals. In addition, MPS does not make purchases of raw ore or unrefined conflict minerals. In the course of its business operations, however, MPS contracts with third parties to manufacture its products with minerals, and those manufacturers may source conflict minerals to manufacture our products. Because MPS does not purchase conflict minerals directly from mines, smelters or refiners, our manufacturers and other third parties in our supply chain create a link between MPS and the original sources of conflict minerals. As a result, MPS relies on its suppliers to provide information regarding the origin of any conflict minerals that are included in its products, and to ensure that all conflict minerals sourced for our products are conformant under the RMI standards.
MPS evaluated where conflict minerals were used in its products, and as a result of this process, MPS identified those suppliers that it believed could potentially provide materials or components containing conflict minerals (collectively, the “Covered Suppliers”). MPS then utilized the CMRT to collect sourcing information from the Covered Suppliers in order to identify whether: (i) conflict minerals sourced by such Covered Suppliers originated in Covered Countries; and (ii) smelters and refiners (collectively, “smelters”) in our supply chain have been validated as conformant in accordance with the Responsible Minerals Assurance Process (“RMAP”) developed by the RMI. Such responses from the Covered Suppliers were reviewed by MPS’s Quality Assurance group. An escalation process was initiated with Covered Suppliers who were non-responsive after the above contacts were made, or with Covered Suppliers whose initial (or subsequent) response was not complete or otherwise warranted clarification or confirmation.
Our RCOI revealed that no “non-conformant” or “not eligible” smelters were identified. All gold and tungsten smelters were reported to be 100% RMAP conformant while one tin smelter was assigned an “active” status, which
means that a smelter has been engaged in the RMAP program but has not yet been determined to be conformant.
Because of this finding, we have reason to believe that some of the necessary conflict minerals present in our products may have originated in the Covered Countries. We are therefore required to exercise due diligence on the source and chain of custody of the conflict mineral.
4.1 Due Diligence Program Design
Our conflict minerals due diligence program is designed to conform in all material respects with the framework recommended by the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “OECD Guidance”), as it relates to our supply chain position as a “downstream” purchaser. Summarized below are the components of our program as they relate to the five-step framework set forth in the OECD Guidance:
Step 1: Establish strong company management systems
● | Adopted and publicly communicated a companywide Code of Social Responsibility, most recently updated in 2019, in which we declared that we uphold the Code of Conduct of the Responsible Business Alliance (“RBA”), which includes the standard regarding responsible sourcing of conflict minerals. The Code of Social Responsibility can be found under the “Investor Relations - Corporate Governance” section at www.monolithicpower.com. |
● | As a member of the RBA, we require that our suppliers acknowledge and implement the RBA’s Code of Conduct, which includes an obligation to conduct due diligence on the source and chain of custody of conflict minerals and can be found under the “Investor Relations – ESG Report” section at www.monolithicpower.com. |
● | Adopted and publicly communicated a Conflict Minerals Policy, which is posted on our website under the “Investor Relations – ESG Report (Social)” section at www.monolithicpower.com. |
● | Assembled an internal conflict minerals team, with representation by our Operations, Legal, Sales, Procurement and Quality Assurance departments. |
● | Established a system of control and transparency over our conflict minerals supply chain by engaging suppliers and requesting their completed CMRT. |
● | Maintained an independent corporate hotline to allow any employee to confidentially and anonymously file a complaint about any matter of concern, including those related to conflict minerals (unless prohibited by local privacy laws for employees located in the European Union). |
Step 2: Identify and assess risk in the supply chain
● | Identified the Covered Suppliers based on the type of services they provide. |
● | Requested the Covered Suppliers to provide information regarding smelters in our supply chain by using the CMRT. |
● | Reviewed Covered Suppliers' responses for completeness and accuracy. |
● | Compared information in Covered Suppliers' responses with the list of the conflict minerals processing facilities that received a “conformant” designation, produced by the RMAP. In 2019, the RMI developed an overarching RMI Recognition Process that covers requirements for program cross-recognition of industry initiatives’ comparable assessment programs, as well as other types of recognition including Upstream Assurance Mechanisms and Voluntary Standard Systems recognition. |
● | Contacted non-responsive Covered Suppliers and requested their responses. |
● | Provided Covered Suppliers with feedback on responses containing errors, inconsistencies, or incomplete information. |
● | Required potential new suppliers to complete an CMRT for diligence review. |
Step 3: Design and implement a strategy to respond to identified risks
● | Reported progress on a regular basis to our President, Asia Operations. |
● | Identified main risks in our supply chain. |
● | Requested that certain suppliers remove specific smelters or refiners from their supply chain that are not conformant. |
● | Informed non-responsive suppliers that we will assess, and potentially withhold, future business with them if they do not acquire materials from conflict-free sources within the Covered Countries and do not provide their supply chain conflict minerals information to us using the CMRT. |
● | Removed companies from our supplier base due, in part, to their failure to comply with our Conflict Minerals Policy. |
● | Conducted meetings with certain customers and responded to their specific concerns and requests. |
Step 4: Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain
● | Relied on the RMAP to coordinate third-party audits of smelters and refiners to validate the sourcing practices of such facilities in our supply chain. |
● | Provided indirect financial support for such third-party audits through our continued membership in the RBA and RMI. |
Step 5: Report on supply chain due diligence
● | Adopted and publicly communicated a Conflict Minerals Policy, which is posted on our website as stated above. |
● | Published conflict minerals information in our Environmental, Social and Governance Report, which is available under the “Investor Relations – ESG Report (Social)” section at www.monolithicpower.com. |
● | Filed our Form SD for the reporting period from January 1, 2021 to December 31, 2021, including this Conflict Minerals Report, which is an exhibit thereto, with the Securities Exchange Commission and made it available on our website under the “Investor Relations – ESG Report (Social)” section at www.monolithicpower.com. |
● | Reported supply chain smelter information in this Conflict Minerals Report. |
The contents of any website referenced in this Conflict Minerals Report are not a part of this Conflict Minerals Report.
4.2 Description of Due Diligence Measures Performed
Below is a description of the measures we performed for this Reporting Period to exercise due diligence on the source and chain of custody of our necessary conflict minerals.
We requested supply chain information from 100% of our direct suppliers that may use necessary conflict minerals in our products and components to determine whether any of these minerals originated in the Covered Countries or were from recycled or scrap sources. We tracked these communications with direct suppliers, automated the identification of quality issues, aggregated CMRT responses for analysis and reporting, and performed additional follow up with those suppliers whose CMRTs contained incomplete or potentially inaccurate information.
Based on the due diligence described above, we determined that our Covered Suppliers sourced conflict minerals from processing facilities that have been validated by the RMAP as “conformant” as of March 29, 2022. The tin smelter identified through RCOI as in active status as of December 31, 2021 was subsequently determined to be conformant by RMAP on March 18, 2022.
Attached hereto as Exhibit A is the list of smelters and refiners used within our supply chain that, based on our due diligence process detailed above, we believe are conformant as determined by the RMAP.
4.3 Steps Taken or to be Taken to Mitigate Risk and Improve Due Diligence
We maintain an ongoing effort to mitigate the risk that armed groups in conflict-affected and high-risk areas could benefit from our use of conflict minerals. We continue to encourage our direct suppliers to train their smelters and to recommend that their smelters and refiners participate in an independent assessment through RMAP.
4.4 Inherent Limitations on Due Diligence Measures
Because of our fabless manufacturing strategy and our contract manufacturing process for our branded products, our due diligence measures provide reasonable, not absolute, assurance regarding the source and chain of custody of the necessary conflict minerals in the products we contract to have manufactured. Given our place in the supply chain, we have no direct relationships with smelters, refiners, and therefore possess no independent means of determining the source and origin of conflict mineral ores processed by smelters or refiners. Our due diligence processes necessarily require that we seek data from our suppliers and those suppliers seek similar information within their supply chains to identify the original sources of the necessary conflict minerals. We also rely, to a large extent, on information collected and provided by independent third-party audit programs. Such sources of information may yield inaccurate or incomplete information and may be subject to fraud.
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APPENDIX A
Conformant Smelters Reported in MPS’s Supply Chain as of March 29, 2022
METAL | CID | STANDARD SMELTER NAME | SMELTER COUNTRY |
Gold | CID000019 | Aida Chemical Industries Co., Ltd. | JAPAN |
Gold | CID000077 | Argor-Heraeus S.A. | SWITZERLAND |
Gold | CID000082 | Asahi Pretec Corp. | JAPAN |
Gold | CID000090 | Asaka Riken Co., Ltd. | JAPAN |
Gold | CID000401 | Dowa | JAPAN |
Gold | CID000707 | Heraeus Metals Hong Kong Ltd. | CHINA |
Gold | CID000807 | Ishifuku Metal Industry Co., Ltd. | JAPAN |
Gold | CID000937 | JX Nippon Mining & Metals Co., Ltd. | JAPAN |
Gold | CID000981 | Kojima Chemicals Co., Ltd. | JAPAN |
Gold | CID001078 | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF |
Gold | CID001119 | Matsuda Sangyo Co., Ltd. | JAPAN |
Gold | CID001147 | Metalor Technologies (Suzhou) Ltd. | CHINA |
Gold | CID001149 | Metalor Technologies (Hong Kong) Ltd. | CHINA |
Gold | CID001152 | Metalor Technologies (Singapore) Pte., Ltd. | SINGAPORE |
Gold | CID001153 | Metalor Technologies S.A. | SWITZERLAND |
Gold | CID001157 | Metalor USA Refining Corporation | UNITED STATES OF AMERICA |
Gold | CID001188 | Mitsubishi Materials Corporation | JAPAN |
Gold | CID001193 | Mitsui Mining and Smelting Co., Ltd. | JAPAN |
Gold | CID001259 | Nihon Material Co., Ltd. | JAPAN |
Gold | CID001352 | PAMP S.A. | SWITZERLAND |
Gold | CID001534 | Royal Canadian Mint | CANADA |
Gold | CID001622 | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA |
Gold | CID001798 | Sumitomo Metal Mining Co., Ltd. | JAPAN |
Gold | CID001875 | Tanaka Kikinzoku Kogyo K.K. | JAPAN |
Gold | CID001916 | Shandong Gold Smelting Co., Ltd. | CHINA |
Gold | CID001938 | Tokuriki Honten Co., Ltd. | JAPAN |
Gold | CID002003 | Valcambi S.A. | SWITZERLAND |
Gold | CID002030 | Western Australian Mint (T/a The Perth Mint) | AUSTRALIA |
Gold | CID002224 | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA |
Gold | CID002243 | Gold Refinery of Zijin Mining Group Co., Ltd. | CHINA |
Tin | CID000228 | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | CHINA |
Tin | CID000292 | Alpha | UNITED STATES OF AMERICA |
Tin | CID000402 | Dowa | JAPAN |
Tin | CID000468 | Fenix Metals | POLAND |
Tin | CID000538 | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA |
Tin | CID001070 | China Tin Group Co., Ltd. | CHINA |
Tin | CID001105 | Malaysia Smelting Corporation (MSC) | MALAYSIA |
Tin | CID001142 | Metallic Resources, Inc. | UNITED STATES OF AMERICA |
Tin | CID001173 | Mineracao Taboca S.A. | BRAZIL |
Tin | CID001182 | Minsur | PERU |
Tin | CID001191 | Mitsubishi Materials Corporation | JAPAN |
Tin | CID001231 | Jiangxi New Nanshan Technology Ltd. | CHINA |
Tin | CID001337 | Operaciones Metalurgicas S.A. | BOLIVIA (PLURINATIONAL STATE OF) |
Tin | CID001399 | PT Artha Cipta Langgeng | INDONESIA |
Tin | CID001453 | PT Mitra Stania Prima | INDONESIA |
Tin | CID001460 | PT Refined Bangka Tin | INDONESIA |
Tin | CID001477 | PT Timah Tbk Kundur | INDONESIA |
Tin | CID001482 | PT Timah Tbk Mentok | INDONESIA |
Tin | CID001539 | Rui Da Hung | TAIWAN, PROVINCE OF CHINA |
Tin | CID001898 | Thaisarco | THAILAND |
Tin | CID002036 | White Solder Metalurgia e Mineracao Ltda. | BRAZIL |
Tin | CID002158 | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA |
Tin | CID002180 | Yunnan Tin Company Limited | CHINA |
Tin | CID002503 | PT ATD Makmur Mandiri Jaya | INDONESIA |
Tin | CID002517 | O.M. Manufacturing Philippines, Inc. | PHILIPPINES |
Tin | CID002773 | Metallo Belgium N.V. | BELGIUM |
Tin | CID002834 | Thai Nguyen Mining and Metallurgy Co., Ltd. | VIET NAM |
Tin | CID003116 | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | CHINA |
Tin | CID003190 | Chifeng Dajingzi Tin Industry Co., Ltd. | CHINA |
Tungsten | CID000258 | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA |
Tungsten | CID000568 | Global Tungsten & Powders Corp. | UNITED STATES OF AMERICA |
Tungsten | CID000769 | Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA |
Tungsten | CID000825 | Japan New Metals Co., Ltd. | JAPAN |
Tungsten | CID000875 | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA |
Tungsten | CID002082 | Xiamen Tungsten Co., Ltd. | CHINA |
Tungsten | CID002320 | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA |
Tungsten | CID002494 | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA |
Tungsten | CID002513 | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA |
Tungsten | CID002541 | H.C. Starck Tungsten GmbH | GERMANY |
Tungsten | CID002542 | TANIOBIS Smelting GmbH & Co. KG | GERMANY |
Tungsten | CID002551 | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CHINA |
