EXHIBIT 1.01
Conflict Minerals Report of CSR plc in accordance with Rule 13p-1 under the Securities Exchange Act of 1934
This Conflict Minerals Report (this “Report”) has been prepared by CSR plc (“CSR”) for the reporting period January 1 to December 31, 2014 (the “Reporting Period”) pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 1.01 of Form SD (collectively, the “Conflict Mineral Requirements”).
In August 2012, the Securities and Exchange Commission issued a final rule, implementing the disclosure requirements relating to conflict minerals as directed by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
The Conflict Mineral Requirements require disclosure of certain information when a company that files reports under the Exchange Act manufactures or contracts to manufacture products for which minerals specified in the Conflict Mineral Requirements that originated in Covered Countries (as listed below) are necessary to the functionality or production of such products.
The minerals specified in the Conflict Mineral Requirements are: gold, columbine-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. The “Covered Countries” are: the Democratic Republic of the Congo, the Republic of the Congo, Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.
| 1. | Overview of CSR |
CSR is a “fabless” semiconductor company, meaning it designs and develops integrated circuits, together with associated hardware and software, and subcontracts to independent third parties (the “Semiconductor Manufacturers”) the manufacture of the integrated circuits which it sells to its clients. CSR does not manufacture any products itself.
| 2. | CSR Products Covered by this Report |
This Report relates to integrated circuits (the “Covered Products”) for which gold, tin, tantalum and tungsten (the “Covered Metals”) are necessary to the functionality of the Covered Products, which were contracted by CSR to be manufactured on its behalf and for which the manufacture was completed during the Reporting Period. All of CSR’s integrated circuits are Covered Products for purposes of this Report.
| 3. | CSR’s Due Diligence Process |
| (a) | Reasonable Country of Origin Inquiry |
CSR has conducted, in good faith, a reasonable country of origin inquiry (the “Inquiry”) regarding the Covered Metals. The Inquiry was designed to determine whether any of the Covered Metals originated in the Covered Countries and whether any of the Covered Metals may be from recycled or scrap sources. CSR also exercised due diligence on the source and chain of custody of the Covered Metals. CSR’s due diligence exercise conforms to the framework set forth in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements covering gold, tin, tantalum and tungsten.
| (b) | Supply Chain |
CSR’s supply chain with respect to the Covered Products is complex. There are a number of third parties in the supply chain between the original sourcing of raw materials used to manufacture Covered Products and the ultimate manufacture of the Covered Products by the Semiconductor Manufacturers.
CSR believes that the smelters and refiners of the raw materials used in its Covered Products, which may include Covered Metals, are best situated to identify the sources of Covered Metals, but CSR does not purchase Covered Metals directly from mines, smelters or refiners, rather the raw materials used in Covered Products, which may include Covered Metals, are sourced by Semiconductor Manufacturers from their own suppliers. To the best of CSR’s knowledge, the Semiconductor Manufacturers themselves do not acquire Covered Metals directly from mines, smelters or refiners either.
Accordingly, CSR sought to identify the relevant smelters and refiners. This process was guided by Reasonable Practices to Identify Sources of Conflict Minerals: Practical Guidance for Downstream Companies. This guidance can be found at http://www.conflictfreesourcing.org/media/docs/CFSI_DD_ReasonablePracticesforDownstreamCompanies_Aug2013.pdf
| (c) | Due Diligence Process |
CSR used the Conflict Free Sourcing Initiative (“CFSI”) Conflict Mineral Reporting Templates. The initial requests for the Conflict Mineral Reporting Templates, which commenced in December 2012, included a covering letter, which was generated from the CFSI introduction letter template and explained the requirements and offered support, if required.
CSR received a completed response from each Semiconductor Manufacturer to the CFSI Conflict Mineral Reporting Template. CSR performed a check of incoming information against a checklist. Additional information was requested if there were omissions. CSR received no information that suggested that any smelters or refiners used Covered Metals in its Covered Products which directly or indirectly financed or benefited armed groups in the Covered Countries.
CSR’s due diligence process was undertaken by the internal Product Compliance team. Support was provided by the Supply Chain team to ensure all Semiconductor Manufacturers were identified. The team was led by the Vice President, Quality and the Company Secretary. Other team members included representation from the Corporate Internal Audit function and the Legal Department.
The most recent CSR CFSI Conflict Mineral Reporting Template prior to submission of this Report was prepared up to May 11, 2015. The current template can be found at http://www.csrsupport.com/ConflictMineral.
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Based on the information that was provided by the Semiconductor Manufacturers and otherwise obtained through its due diligence process, at May 11, 2015, CSR believes that, the facilities that were used to process Covered Metals contained in Covered Products were the following:
Tables of Conflict Mineral Processing Facilities
Table 1. CFSP- compliant processing facilities
Processing facilities and their locations reported in our supply chain that were validated as compliant according to the CFSP.
| Metal | Smelter Facility Name | Smelter Facility Location: Country |
| Gold | Aida Chemical Industries Co. Ltd. | JAPAN |
| Gold | Argor-Heraeus SA | SWITZERLAND |
| Gold | Asahi Pretec Corporation | JAPAN |
| Gold | Xstrata Canada Corporation | CANADA |
| Gold | Dowa | JAPAN |
| Gold | Eco-System Recycling Co., Ltd. | JAPAN |
| Gold | Heraeus Ltd. Hong Kong | HONG KONG |
| Gold | Heraeus Precious Metals GmbH & Co. KG | GERMANY |
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN |
| Gold | Johnson Matthey Inc | UNITED STATES |
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN |
| Gold | Kojima Chemicals Co., Ltd | JAPAN |
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF |
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN |
| Gold | Metalor Technologies (Hong Kong) Ltd | HONG KONG |
| Gold | Metalor Technologies SA | SWITZERLAND |
| Gold | Mitsubishi Materials Corporation | JAPAN |
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN |
| Gold | Nihon Material Co. LTD | JAPAN |
| Gold | PAMP SA | SWITZERLAND |
| Gold | Rand Refinery (Pty) Ltd | SOUTH AFRICA |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | CHINA |
| Gold | Solar Applied Materials Technology Corp. | TAIWAN |
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN |
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN |
| Gold | Tokuriki Honten Co., Ltd | JAPAN |
| Gold | Valcambi SA | SWITZERLAND |
| Gold | The Perth Mint | AUSTRALIA |
| Gold | YAMAMOTO PRECIOUS METAL CO., LTD. | JAPAN |
| Gold | Zhongjin Gold Corporation Limited | CHINA |
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| Metal | Smelter Facility Name | Smelter Facility Location: Country |
| Tantalum | Exotech Inc. | UNITED STATES |
| Tantalum | F&X Electro-Materials Ltd. | CHINA |
| Tantalum | Global Advanced Metals Aizu | JAPAN |
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES |
| Tantalum | H.C. Starck Co., Ltd. | THAILAND |
| Tantalum | H.C. Starck GmbH Goslar | GERMANY |
| Tantalum | H.C. Starck GmbH Laufenburg | GERMANY |
| Tantalum | H.C. Starck Hermsdorf GmbH | GERMANY |
| Tantalum | H.C. Starck Inc. | UNITED STATES |
| Tantalum | H.C. Starck Ltd. | JAPAN |
| Tantalum | H.C. Starck Smelting GmbH & Co.KG | GERMANY |
| Tantalum | Jiujiang Tanbre Co., Ltd. | CHINA |
| Tantalum | Mitsui Mining & Smelting | JAPAN |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA |
| Tantalum | Solikamsk Magnesium Works OAO | RUSSIAN FEDERATION |
| Tantalum | Taki Chemicals | JAPAN |
| Tantalum | Ulba | KAZAKHSTAN |
| Tin | CV United Smelting | INDONESIA |
| Tin | EM Vinto | BOLIVIA |
| Tin | Gejiu Non-Ferrous Metal Processing Co. Ltd. | CHINA |
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA |
| Tin | Metallo Chimique | BELGIUM |
| Tin | Mineração Taboca S.A. | BRAZIL |
| Tin | Minsur | PERU |
| Tin | Mitsubishi Materials Corporation | JAPAN |
| Tin | OMSA | BOLIVIA |
| Tin | PT Bangka Putra Karya | INDONESIA |
| Tin | PT Bangka Tin Industry | INDONESIA |
| Tin | PT Bukit Timah | INDONESIA |
| Tin | PT DS Jaya Abadi | INDONESIA |
| Tin | PT Refined Bangka TIN (RBT) | INDONESIA |
| Tin | PT Stanindo Inti Perkasa | INDONESIA |
| Tin | PT Tambang Timah | INDONESIA |
| Tin | PT Timah | INDONESIA |
| Tin | Thaisarco | THAILAND |
| Tin | Yunnan Tin Company, Ltd. | CHINA |
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA |
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. | CHINA |
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA |
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| Metal | Smelter Facility Name | Smelter Facility Location: Country |
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA |
| Tungsten | Global Tungsten & Powders Corp. | UNITED STATES |
| Tungsten | H.C. Starck GmbH | GERMANY |
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA |
| Tungsten | Japan New Metals Co., Ltd. | JAPAN |
| Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd | VIETNAM |
| Tungsten | Wolfram Bergbau und Hütten AG | AUSTRIA |
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA |
| Tungsten | Xiamen Tungsten Co., Ltd | CHINA |
Table 2. CFSP- participating facilities
Processing facilities and their locations reported in our supply chain that have agreed to participate in the CFSP but have not yet completed the program.
| Metal | Smelter Facility Name | Smelter Facility Location: Country |
| Gold | Asaka Riken Co Ltd | JAPAN |
| Gold | Yokohama Precious Metal Co., Ltd. | JAPAN |
| Tin | Liuzhou China Tin | CHINA |
| Tin | Fenix Metals | POLAND |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA |
| Tungsten | A.L.M.T. Corp. | JAPAN |
| Tungsten | Chongyi Zhangyuan Tungsten Co Ltd | CHINA |
| Tungsten | Dayu Weiliang Tungsten Co., Ltd. | CHINA |
| Tungsten | Ganzhou Non-ferrous Metals Smelting Co., Ltd. | CHINA |
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | CHINA |
| Tungsten | Hunan Chenzhou Mining Group Co., Ltd. | CHINA |
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CHINA |
| Tungsten | Kennametal Fallon | UNITED STATES |
| Tungsten | Kennametal Huntsville | UNITED STATES |
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | VIETNAM |
| Tungsten | Wolfram Company CJSC | RUSSIAN FEDERATION |
| Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | CHINA |
| 4. | CFSP-non participating facility as of 11 May 2015. |
Processing facilities and their locations reported in our supply chain that have not agreed to participate in the CFSP - None.
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Beginning February 2013, CSR sought compliance from its Semiconductor Manufacturers with new requirements that are designed to further mitigate the risk that the necessary Covered Metals contained in Covered Products finance or benefit armed groups in the Covered Countries.
| 5. | Results of CSR’s Due Diligence Exercise |
After conducting the due diligence exercise described above, CSR was unable to determine whether or not each of the Covered Products qualify as “DRC conflict free” as defined under the Conflict Mineral Requirements. Accordingly, CSR has reasonably determined that each of the Covered Products is “DRC conflict undeterminable” as defined by the Conflict Mineral Requirements.
| 6. | Further Measures |
In order to further mitigate the risk that the necessary Covered Metals contained in Covered Products finance or benefit armed groups in the Covered Countries, in March 2015, CSR distributed a further round of CFSI Conflict Mineral Reporting Templates to Semiconductor Manufacturers representing the top 99% (by purchase value) of such Semiconductor Manufacturers and to all other smaller Semiconductor Manufacturers that did not provide a satisfactory response to the 2014 inquiries. Further Semiconductor Manufacturer enquiries will be undertaken during 2015.
| 7. | Independent Private Sector Audit |
This Report has not been subject to an independent private sector audit as allowed by Rule 13p-1 under the Exchange Act.
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