Exhibit 1.01
Conflict Minerals Report
of Monolithic Power Systems, Inc.
for the Year Ended December 31, 2023
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, 2023 to December 31, 2023 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 manufactured between January 1, 2023 and December 31, 2023 (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 fabless global company that provides high-performance, semiconductor-based power electronics solutions. MPS’s mission is to reduce energy and material consumption to improve all aspects of quality of life and create a sustainable future. Founded in 1997 by our CEO Michael Hsing, MPS has three core strengths: deep system-level knowledge, strong semiconductor design expertise, and innovative proprietary technologies in the areas of semiconductor processes, system integration, and packaging. These combined advantages enable MPS to deliver reliable, compact, and monolithic solutions that are highly energy-efficient, cost-effective, and environmentally responsible while providing a consistent return on investment to our stockholders.
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 cloud-based CPU servers, server AI applications, storage applications, commercial notebooks, digital cockpit, power sources, home appliances, 4G and 5G infrastructure and satellite communications applications. 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, small footprint, and high energy efficiency. These features are important to our customers as they are designed to result in fewer components that need to be produced and consumed, a smaller form factor, more accurate regulation of voltages, lower power consumption and, ultimately, lower system cost, increased reliability and lower carbon emissions 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 at https://www.monolithicpower.com/en/support/quality/quality-policy-certificates.html. 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”). |
The contents of any website referenced in this Conflict Minerals Report are not a part of this Conflict Minerals Report.
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 potential 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 whether conflict minerals were used in its products, and as a result of this process, MPS identified those key manufacturing suppliers (subcontractors) 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, tantalum, tungsten and tin (“3TG”) smelters were reported to be 100% RMAP conformant.
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 Code of Social Responsibility, in which we uphold the Code of Conduct of the Responsible Business Alliance (“RBA”), which includes the standards regarding responsible sourcing of conflict minerals. In addition, 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. Both the Code of Social Responsibility and the Supplier Code of Conduct can be found at https://www.monolithicpower.com/en/about-mps/policies-and-documents.html. |
● | Adopted and publicly communicated a Conflict Minerals Policy, which is posted on our website at https://www.monolithicpower.com/en/support/quality/quality-policy-certificates.html. |
● | Assembled an internal conflict minerals team, with representation by our Operations, Legal, Sales, Procurement, Quality Assurance, and Environmental, Social and Governance (“ESG”) departments. |
● | Established a system of control and transparency over our conflict minerals supply chain by engaging suppliers and requesting their completed CMRT. |
● | Maintain an independent corporate hotline to allow any employee to file a complaint confidentially and anonymously 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
● | Identify the Covered Suppliers based on the type of services they provide. |
● | Request the Covered Suppliers to provide information regarding smelters in our supply chain by using the CMRT. |
● | Review Covered Suppliers’ responses for completeness and accuracy. |
● | Compare information in Covered Suppliers’ responses with the list of the conflict minerals processing facilities that receive a “conformant” designation, produced by the RMAP. 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. |
● | Contact non-responsive Covered Suppliers and request their responses. |
● | Provide Covered Suppliers with feedback on responses containing errors, inconsistencies, or incomplete information. |
● | Require potential new suppliers to complete an CMRT for diligence review. |
Step 3: Design and implement a strategy to respond to identified risks
● | Report progress on a regular basis to our Executive Vice President, Global Operations. |
● | Identify main risks in our supply chain. |
● | Request that Covered Suppliers remove specific smelters from their supply chain that are not conformant. |
● | Conduct meetings with certain customers and responded to their specific concerns and requests. | |
● | Inform 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. |
● | Remove smelters from our supplier base due, in part, to their failure to comply with our Conflict Minerals Policy. |
Step 4: Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain
● | Rely on the RMAP to coordinate third-party audits of smelters to validate the sourcing practices of such facilities in our supply chain. |
● | Provide indirect financial support for such third-party audits through our continuing memberships with the RBA and RMI. |
Step 5: Report on supply chain due diligence
● | Publish conflict minerals information in our ESG Report (page 44), which is available at https://www.monolithicpower.com/en/about-mps/investor-relations/esg-report.html. |
● | File our Form SD annually, including this Conflict Minerals Report, which is an exhibit thereto, with the Securities and Exchange Commission and make it available on our website at https://www.monolithicpower.com/en/support/quality/quality-policy-certificates.html. | |
| ● | Conduct engagements with our key stakeholders, including stockholders, customers and rating agencies, and discuss our due diligence and compliance efforts related to conflict minerals and our supply chain. |
● | Report supply chain smelter information in 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 Covered 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 Covered Suppliers, aggregated CMRT responses for analysis and reporting, and performed additional follow-ups with those suppliers whose CMRT responses contained incomplete or potentially inaccurate information.
Based on the due diligence described above, we identified three smelters that were non-conformant and subsequently removed them from our supply chain. As of December 31, 2023, we determined that all of our Covered Suppliers that may have potentially sourced conflict minerals from processing facilities have been validated by the RMAP as “conformant”.
Attached hereto as Exhibit A is the list of 3TG smelters 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 Covered Suppliers to train their smelters and to recommend that their smelters 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 and therefore possess no independent means of determining the source and origin of conflict mineral ores processed by smelters. 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 of 3TG Reported in MPS’s Supply Chain as of December 31, 2023
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 | CID000707 | Heraeus Metals Hong Kong Ltd. | CHINA |
Gold | CID000801 | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | CHINA |
Gold | CID000807 | Ishifuku Metal Industry Co., Ltd. | JAPAN |
Gold | CID000855 | Jiangxi Copper Co., Ltd. | CHINA |
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 | CID001161 | Metalurgica Met-Mex Penoles S.A. De C.V. | MEXICO |
Gold | CID001188 | Mitsubishi Materials Corporation | JAPAN |
Gold | CID001193 | Mitsui Mining and Smelting Co., Ltd. | JAPAN |
Gold | CID001259 | Nihon Material Co., Ltd. | JAPAN |
Gold | CID001352 | MKS PAMP SA | SWITZERLAND |
Gold | CID001498 | PX Precinox S.A. | SWITZERLAND |
Gold | CID001512 | Rand Refinery (Pty) Ltd. | SOUTH AFRICA |
Gold | CID001622 | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA |
Gold | CID001736 | Sichuan Tianze Precious Metals Co., Ltd. | CHINA |
Gold | CID001761 | Solar Applied Materials Technology Corp. | TAIWAN, PROVINCE OF CHINA |
Gold | CID001798 | Sumitomo Metal Mining Co., Ltd. | JAPAN |
Gold | CID001875 | Tanaka Kikinzoku Kogyo K.K. | JAPAN |
Gold | CID001938 | Tokuriki Honten Co., Ltd. | JAPAN |
Gold | CID001993 | United Precious Metal Refining, Inc. | UNITED STATES OF AMERICA |
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 |
Tantalum | CID000460 | F&X Electro-Materials Ltd. | CHINA |
Tantalum | CID000616 | XIMEI RESOURCES (GUANGDONG) LIMITED | CHINA |
Tantalum | CID000914 | JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA |
Tantalum | CID000917 | Jiujiang Tanbre Co., Ltd. | CHINA |
Tantalum | CID001163 | Metallurgical Products India Pvt., Ltd. | INDIA |
Tantalum | CID001192 | Mitsui Mining and Smelting Co., Ltd. | JAPAN |
Tantalum | CID001200 | NPM Silmet AS | ESTONIA |
Tantalum | CID001277 | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA |
Tantalum | CID001522 | Yanling Jincheng Tantalum & Niobium Co., Ltd. | CHINA |
Tantalum | CID001891 | Telex Metals | UNITED STATES OF AMERICA |
Tantalum | CID001969 | Ulba Metallurgical Plant JSC | KAZAKHSTAN |
Tantalum | CID002492 | Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA |
Tantalum | CID002504 | D Block Metals, LLC | UNITED STATES OF AMERICA |
Tantalum | CID002505 | FIR Metals & Resource Ltd. | CHINA |
Tantalum | CID002506 | Jiujiang Zhongao Tantalum & Niobium Co., Ltd. | CHINA |
Tantalum | CID002544 | TANIOBIS Co., Ltd. | THAILAND |
Tantalum | CID002545 | TANIOBIS GmbH | GERMANY |
Tantalum | CID002548 | Materion Newton Inc. | UNITED STATES OF AMERICA |
Tantalum | CID002549 | TANIOBIS Japan Co., Ltd. | JAPAN |
Tantalum | CID002550 | TANIOBIS Smelting GmbH & Co. KG | GERMANY |
Tantalum | CID002557 | Global Advanced Metals Boyertown | UNITED STATES OF AMERICA |
Tantalum | CID002558 | Global Advanced Metals Aizu | JAPAN |
Tantalum | CID002842 | Jiangxi Tuohong New Raw Material | CHINA |
Tin | CID000228 | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | CHINA |
Tin | CID000292 | Alpha | UNITED STATES OF AMERICA |
Tin | CID000402 | Dowa | JAPAN |
Tin | CID000438 | EM Vinto | BOLIVIA (PLURINATIONAL STATE OF) |
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 | CID001314 | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND |
Tin | CID001337 | Operaciones Metalurgicas S.A. | BOLIVIA (PLURINATIONAL STATE OF) |
Tin | CID001399 | PT Artha Cipta Langgeng | INDONESIA |
Tin | CID001402 | PT Babel Inti Perkasa | INDONESIA |
Tin | CID001406 | PT Babel Surya Alam Lestari | INDONESIA |
Tin | CID001428 | PT Bukit Timah | INDONESIA |
Tin | CID001453 | PT Mitra Stania Prima | INDONESIA |
Tin | CID001458 | PT Prima Timah Utama | INDONESIA |
Tin | CID001460 | PT Refined Bangka Tin | INDONESIA |
Tin | CID001463 | PT Sariwiguna Binasentosa | INDONESIA |
Tin | CID001468 | PT Stanindo Inti Perkasa | 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 | CID002158 | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA |
Tin | CID002180 | Tin Smelting Branch of Yunnan Tin Co., Ltd. | CHINA |
Tin | CID002503 | PT ATD Makmur Mandiri Jaya | INDONESIA |
Tin | CID002517 | O.M. Manufacturing Philippines, Inc. | PHILIPPINES |
Tin | CID002696 | PT Cipta Persada Mulia | INDONESIA |
Tin | CID002773 | Aurubis Beerse | BELGIUM |
Tin | CID002774 | Aurubis Berango | SPAIN |
Tin | CID002835 | PT Menara Cipta Mulia | INDONESIA |
Tin | CID003116 | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | CHINA |
Tin | CID003205 | PT Bangka Serumpun | INDONESIA |
Tin | CID003325 | Tin Technology & Refining | UNITED STATES OF AMERICA |
Tin | CID003381 | PT Rajawali Rimba Perkasa | INDONESIA |
Tin | CID003387 | Luna Smelter, Ltd. | RWANDA |
Tin | CID003449 | PT Mitra Sukses Globalindo | INDONESIA |
Tungsten | CID000258 | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA |
Tungsten | CID000766 | Hunan Chenzhou Mining Co., Ltd. | CHINA |
Tungsten | CID000825 | Japan New Metals Co., Ltd. | JAPAN |
Tungsten | CID002082 | Xiamen Tungsten Co., Ltd. | CHINA |
Tungsten | CID002320 | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA |
Tungsten | CID002321 | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA |
Tungsten | CID002494 | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA |
Tungsten | CID002513 | Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch | CHINA |
Tungsten | CID002551 | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CHINA |
Tungsten | CID002589 | Niagara Refining LLC | UNITED STATES OF AMERICA |
