EXHIBIT 1.01
Dow Inc.
The Dow Chemical Company
Conflict Minerals Report
BACKGROUND
This Conflict Minerals Report (this “Report”), a combined report of Dow Inc. and The Dow Chemical Company (“TDCC” and together with Dow Inc., “Dow” or the “Company”), is being filed pursuant to Rule 13p-1 under the Securities Exchange Act and Form SD (the “Rule”), for the reporting period from January 1 to December 31, 2021. This Report provides information with respect to the products manufactured, or contracted to be manufactured, during the reporting period for which gold, columbite-tantalite, cassiterite, and wolframite minerals, and these specific derivatives: tantalum, tin, tungsten, and gold (the “Conflict Minerals”) are “necessary to the functionality or production of” such products. The information in this report covers all products manufactured, or contracted to be manufactured, during the reporting period for which Conflict Minerals are “necessary to the functionality or production of” such products, by the Company and all majority-owned subsidiaries over which the Company exercises control. See also “Basis of Presentation” below. Please refer to the Rule and the 1934 Act Release No. 3467716 for definitions for the terms used in this Report, unless otherwise defined herein.
In July 2010, the U.S. Government signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 1502 of the Dodd-Frank Act (the “Conflict Minerals Provision”) was enacted because of concerns that the exploitation and trade of minerals that originate in the Democratic Republic of the Congo and adjoining countries (the “Covered Countries”) by armed groups is helping to finance conflict in the Democratic Republic of the Congo and is contributing to a humanitarian crisis. The final regulation (the “Conflict Minerals Regulation”) adopted by the U.S. Securities and Exchange Commission (“SEC”), which became effective November 13, 2012, requires all SEC registrants to file a specialized disclosure report on Form SD with the SEC regarding Conflict Minerals that are “necessary to the functionality or production of” products manufactured, or contracted to be manufactured, during a calendar year. For clarification, the term Conflict Minerals broadly encompasses all gold, columbite-tantalite, cassiterite, and wolframite minerals, and these specific derivatives: tantalum, tin, tungsten, and gold, regardless of the country of origin of such minerals and regardless of whether or not the purchase of such minerals actually finances or benefits armed groups in the Covered Countries.
Company Overview
Dow (NYSE: DOW) combines global breadth; asset integration and scale; focused innovation and materials science expertise; leading business positions; and environmental, social and governance (ESG) leadership to achieve profitable growth and deliver a sustainable future. The Company’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company in the world. Dow’s portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated, science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer applications. Dow operates 104 manufacturing sites in 31 countries and employs approximately 35,700 people. Dow delivered net sales of approximately $55 billion in 2021.
As a world-leading materials science company, Dow plays a pivotal role in innovating materials that bring social and environmental value alongside business value. Dow is committed to innovating and bringing safer materials to the market by continuously evaluating and improving how the Company measures, designs, manufactures, reports, and acts on the impact of its products. Dow envisions a future where every material it brings to market is sustainable for people and the planet. To that end, Dow is innovating the sustainable materials of tomorrow by leading candid conversations about product safety and committing to the advancement of open and transparent chemistry with Dow’s value chain partners, customers and the public.
For more information, please visit www.dow.com. The Company’s website is not part of or incorporated by reference into this filing.
Basis of Presentation
The Company evaluated whether certain Conflict Minerals were necessary to the functionality or production of certain products manufactured by the Company or contracted by the Company to be manufactured by a third party during the reporting period. It was determined that two of the Company’s six businesses manufacture products, or contract such products to be manufactured, for which Conflict Minerals, as metals or metal alloys, are “necessary to the functionality or production of” such products (the “In-scope Products”). These businesses are Polyurethanes & Construction Chemicals and Coatings & Performance Monomers.
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Separately, it was determined that five of the Company’s six businesses utilize Conflict Minerals as metals or metal alloys, and/or certain chemical compounds manufactured from Conflict Minerals that are chemically distinct from the metals themselves. These businesses include Packaging and Specialty Plastics, Industrial Solutions, Polyurethanes & Construction Chemicals, Coatings & Performance Monomers, and Consumer Solutions. The Company includes the use of these organometallic compounds manufactured from tantalum, tin, tungsten, and gold (“Organometallic Compounds”) in the scope of its Conflict Minerals approach described below and conducted its reasonable country of origin inquiry and due diligence on these materials in addition to the metals and metal alloys.
CONFLICT MINERALS APPROACH
The Company shares the concern that Conflict Minerals sourced from the Covered Countries may generally come from mines or trading routes controlled by armed groups in the Covered Countries. It is the Company’s policy to not knowingly purchase any raw materials that contain Conflict Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries. The Company’s policy with regard to the responsible sourcing of Conflict Minerals is available on its website at https://corporate.dow.com/en-us/about/legal/conduct/conflict-minerals.html.
The Company is a “Downstream company” as contemplated by the Rule, that is, part of the supply chain which spans smelters/refiners downstream to retailers which sell final products to end-consumers. Conflict Minerals are components in some of the supplies that the Company purchases from its vendors. Because the Conflict Minerals enter the Company’s supply chain many layers removed from the Company, it is difficult to determine where they originated. The supply chain associated with Conflict Minerals is complex and the Company has worked with its vendors to determine the sources of the Conflict Minerals in the supplies purchased by the Company. As noted above, the approach broadly includes not only Conflict Minerals in the form of metals and metal alloys but also Organometallic Compounds.
The Company has a cross-functional team responsible for implementing processes related to the responsible sourcing of Conflict Minerals, including the purchasing, legal, supply chain, and environment, health and safety functions. The Company’s due diligence process and its implementation was designed to conform in all material respects to the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”), as applicable to Downstream companies.
The Company expects its vendors to comply with the Conflict Minerals Provision and the Conflict Minerals Regulation. In addition, the Company also expects its vendors to provide all necessary information in connection with the Company’s reasonable country of origin inquiry (“RCOI”) with regard to products supplied to the Company that contain Conflict Minerals. The Company sets forth its expectations with regard to sourcing of Conflict Minerals and the vendor’s agreement to provide sourcing information as requested regarding Conflict Minerals in the Company’s Code of Business Conduct for Suppliers, available on its website at https://corporate.dow.com/en-us/about/suppliers/info/expectations. The Company reserves the right to assess, monitor and audit any vendor’s compliance with the Company’s Conflict Minerals practices. Vendors who are not in compliance are expected to implement corrective actions or they may not be considered for future business.
The Company’s Office of Ethics and Compliance maintains a help line that is available to those who wish to ask questions about the Company policy, seek guidance on specific situations or report violations of the Company’s Code of Conduct or other unethical business practices. More information is available on its website at https://corporate.dow.com/en-us/about/legal/conduct/business.html.
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REASONABLE COUNTRY OF ORIGIN INQUIRY AND DUE DILIGENCE PROCESS
During the reporting period, the Company purchased eighteen products which incorporate certain Conflict Minerals, in the form of metal and metal alloys, and/or Organometallic Compounds from fourteen different vendors.
The Company conducted, in good faith, a RCOI that was reasonably designed to determine whether any of those Conflict Minerals originated in the Covered Countries or were from recycled or scrap sources. The RCOI implemented by the Company consisted of a survey of all vendors providing Conflict Minerals or supplies containing Organometallic Compounds. The RCOI is part of, includes and is complemented by the additional due diligence actions described in this Report.
The Company requested each vendor to provide a completed Conflict Minerals reporting template (the “CMRT”). The CMRT was created by the Responsible Minerals Initiative (“RMI”), which was founded by members of the Responsible Business Alliance and the Global e-Sustainability Initiative. The CMRT requires each vendor, as applicable, to identify, among other things, all of the smelters/refiners used to supply any Conflict Minerals contained in materials or products supplied by such vendor. All vendors completed and returned a CMRT to the Company.
After receiving the vendor responses, the Company compared the results to the lists of conformant and active smelters and refiners maintained by the RMI. The RMI defines standards for smelters and refiners that voluntarily participate in the Responsible Minerals Assurance Process (“RMAP”). The RMAP uses an independent third-party audit to assess smelters and refiners management systems and sourcing practices to validate conformance with RMAP standards. The RMAP standards are developed to meet the requirements of the OECD Guidance and the Dodd-Frank Act. A list of smelters and refiners that meet the RMAP standards are published on the RMI website.
In determining whether further due diligence is required in a given instance, the Company may also rely upon additional vendor certification or participation in an equivalent cross recognized assessment in determining the source of the Conflict Minerals in its materials or products.
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RCOI AND DUE DILIGENCE RESULTS
The results from the vendor survey are provided below by metal and include smelter names and locations:
| Metal | Smelter ID | Smelter Name | Smelter Country | |||
Tin | CID000309 | PT Aries Kencana Sejahtera | Indonesia | |||
Tin | CID000438 | EM Vinto | Bolivia | |||
Tin | CID000468 | Fenix Metals | Poland | |||
Tin | CID000555 | Gejiu Zili Mining And Metallurgy Co., Ltd. | China | |||
Tin | CID001105 | Malaysia Smelting Corporation (MSC) | Malaysia | |||
Tin | CID001173 | Mineracao Taboca S.A. | Brazil | |||
Tin | CID001182 | Minsur | Peru | |||
Tin | CID001337 | Operaciones Metalurgicas S.A. | Bolivia | |||
Tin | CID001399 | PT Artha Cipta Langgeng | 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 | CID001486 | PT Timah Nusantara | Indonesia | |||
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 | Tin Smelting Branch of Yunnan Tin Co., Ltd. | China | |||
Tin | CID002455 | CV Venus Inti Perkasa | Indonesia | |||
Tin | CID002503 | PT ATD Makmur Mandiri Jaya | Indonesia | |||
Tin | CID002570 | CV Ayi Jaya | Indonesia | |||
Tin | CID002773 | Metallo Belgium N.V. | Belgium | |||
Tin | CID002776 | PT Mitra Stania Prima | Indonesia | |||
Tin | CID002816 | PT Sukses Inti Makmur | Indonesia | |||
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 | |||
Tin | CID003381 | PT Rajawali Rimba Perkasa | Indonesia | |||
Tin | CID003387 | Luna Smelter, Ltd. | Rwanda | |||
Tin | CID003582 | Fabrica Auricchio Industria e Comercio Ltda. | Brazil | |||
The Company received responses from all of its vendors of Conflict Minerals. In most instances, the Company only received information about products containing Conflict Minerals and the smelter/refiner. In some instances, the responses the Company received from vendors did not provide information beyond the identification of products containing Conflict Minerals and the related smelter/refiner and mine. Some vendors reported on a corporate level as to all smelters that provided Conflict Minerals to the vendor rather than reporting on a product level as to the particular source of Conflict Minerals provided in products sold to the Company. As part of the Company’s due diligence on the source and chain of custody on the Conflict Minerals contained in In-scope Products, the Company followed up with vendors who did not provide
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timely responses to its survey or only provided partial information. The Company’s vendors, who are also Downstream companies, are also similarly faced with the uncertainty of the ultimate source of Conflict Minerals beyond the smelters/refiners. For all Downstream companies, it may be difficult to know where the ultimate country or origin or which mine the Conflict Minerals originated from. Most of the smelters/refiners identified by the Company, as provided in the table above, are on the conformant list maintained by RMI, having successfully completed an assessment against the RMAP standards. Three of the smelters/refiners are on the active list maintained by RMI, having committed to or currently participating in an assessment against RMAP standards.
CONCLUSIONS
Based on the RCOI and the due diligence measures performed, the Company believes that most of the Conflict Minerals that were necessary to the functionality or production of products manufactured, or contracted to be manufactured, by the Company during the reporting period were from recycled or scrap sources or originated in countries other than the Covered Countries.
A small percentage of the Conflict Minerals purchased from suppliers by the Company may have originated from the Covered Countries as some of the identified smelters/refiners source from multiple countries or provided incomplete mine information. However, as noted in the table above, all of the identified smelters/refiners are on the list of conformant or active smelters and refiners maintained by the RMI.
ONGOING IMPROVEMENTS TO DUE DILIGENCE PROCESS
During the reporting period, the Company launched an initiative for sustainable procurement which integrates the Company’s environmental, social and governance (“ESG”) priorities in the supply chain. The initiative included a review of the Company’s expectations for suppliers. In 2022, the Company plans to publish an update to the Supplier Code of Business Conduct that more clearly defines expectations for suppliers as well as best practices that align with the Company’s ESG priorities. The Company will continue to expect its vendors to comply with the Conflict Minerals Provision and the Conflict Minerals Regulation, and provide all necessary information in connection with the Company’s due diligence process.
The Company’s due diligence process is based on the necessity of gathering information from the Company’s direct vendors, and then, in turn, the Company’s vendors seeking similar data from other Downstream companies. The Company relies upon the list of the conformant and active smelters and refiners maintained by the RMI. The Company will continue to work with its vendors to improve their completeness and quality of responses as needed, and to improve its ability to track Conflict Minerals in its supply chain. The Company’s ongoing efforts have resulted in responses from all of vendors and their responses indicate a commitment to responsible sourcing of Conflict Minerals.
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