Exhibit 1.01
Conflict Minerals Report
For The Reporting Period from January 1, 2015 to December 31, 2015
This Conflict Minerals Report (the “Report”) of QuickLogic Corporation (“QuickLogic” or the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2015 to December 31, 2015.
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products and the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals referred to as “Conflict Minerals” are gold, columbite-tantalite (coltan), cassiterite and wolfamite, including their derivatives which are limited to tantalum, tin and tungsten. The “Covered Countries” for purposes of the Rule and this Report are the Democratic Republic of Congo (the “DRC”), the Republic of Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.
Description of the Company's Products Covered by this Report
This Report relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2015.
These products, which are referred to in this Report collectively as the "Covered Products," are the following:
QuickLogic Product Platform Families | Description |
ARCTICLINK® | Semiconductor device |
ARCTICLINK II | Semiconductor device |
ARCTICLINK III | Semiconductor device |
ARCTICLINK 3 S1 | Semiconductor device |
ARCTICLINK 3 S2 | Semiconductor device |
ECLIPSE | Semiconductor device |
ECLIPSE II | Semiconductor device |
ECLIPSE PLUS | Semiconductor device |
PASIC®3 | Semiconductor device |
POLARPRO® | Semiconductor device |
POLARPRO II | Semiconductor device |
POLARPRO 3 | Semiconductor device |
POLARPRO 3E | Semiconductor device |
QUICKPCI | Semiconductor device |
QUICKRAM | Semiconductor device |
Description of the Company’s Reasonable Country of Origin Inquiry
As described in this Report, we have determined that the following Conflict Minerals, namely gold, tantalum, tin and tungsten, are necessary to the functionality or production of products contracted to be manufactured by us during the calendar year 2015. As a result, we conducted in good faith a reasonable country of origin inquiry (“RCOI”) reasonably designed to determine if any of these Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources. Our supply chain is complex, and there are many third parties in the supply chain between the ultimate manufacturer of the Covered Products and the original sources of Conflict Minerals. The Company does not directly purchase Conflict Minerals from mines, smelters or refiners. Therefore, the Company must rely on the entities we contract to manufacture the Covered Products to provide information regarding the country of origin of Conflict Minerals that are included in the Covered Products. In designing our RCOI, we employed a combination of measures to determine whether the Conflict
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Minerals in our Covered Products originated from the Covered Countries, and determined that the Company would survey each of its first tier contract manufacturers.
As such, our RCOI primarily consisted of submitting the Conflict Minerals Reporting Template (“CMRT”) prepared by the Conflict Free Sourcing Initiative (“CFSI”), an initiative of the Electronic Industry Citizenship Coalition and Global eSustainability Initiative (“EICC-GeSI”) to the first tier contract manufacturers of our devices in 2015. Only CMRT’s 4.01or higher were accepted. Responses were reviewed for completeness, reasonableness and consistency, and routinely followed up for corrections and clarifications as needed. During 2015, we renewed our membership with CFSI, the industry initiative which audits the due diligence activities of smelters and refiners and we contracted with a third party vendor (Source Intelligence) to analyze the CMRTs provided to us. Through our membership in the CFSI, we receive their RCOI data which we also relied upon when reviewing the information provided to us by our first tier contract manufacturers.
We submitted this template to six contract manufacturers which represents 100% of our contract manufacturers. Of these responding contract manufacturers, 100% indicated one or more of the Conflict Minerals as necessary to the functionality or production of the products supplied.
Description of the Company’s Due Diligence Process
Based on this information, we performed additional due diligence on the source and chain of custody of these Conflict Minerals based on the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“Framework”) to determine if the Conflict Minerals that may have originated in the Covered Countries benefited armed groups. After performing the RCOI and due diligence in conformity with the Framework, we were unable to comprehensively determine the origin of all Conflict Minerals, the facilities used to process them, their country of origin and their mine or location of origin.
The Company's due diligence measures have been designed to conform to the framework in the Organization 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 on gold, tin, tantalum and tungsten (the "OECD Guidance"). The OECD Guidance is an internationally recognized due diligence framework.
In accordance with the five-step OECD Guidance, the design of our due diligence includes, but is not limited to, the following five steps: (i) establishment of strong company management systems, (ii) identification and assessment of risks in the supply chain, (iii) designing and implementing a strategy to respond to identified risks, (iv) carrying out an independent third-party audit of smelter/refiner’s due diligence practices and (v) reporting on supply chain due diligence. A description of certain activities undertaken by us in respect of each of the five steps of the OECD Guidance is described below
1. | Establishment of Strong Company Management Systems |
We have completed a number of steps to establish a management system for addressing the sourcing of Conflict Minerals in our Covered Products. These actions include:
a. | Adopt and Commit to a Supply Chain Policy for Conflict Minerals: Our Conflict Minerals Policy is available at http://www.quicklogic.com/corporate/support/conflict-minerals-policy. Our Policy underscores the Company’s commitment to ethical business conduct and the responsible sourcing of minerals and to working with our suppliers to ensure compliance with SEC regulations. |
Our Policy notes the Company’s support of the industry-wide efforts the EICC-GeSI are making to address responsible sourcing of minerals through the development of the CFSI. Our policy discusses the Company’s adoption and use of the industry standard CMRT created by the EICC-GeSI to collect sourcing information related to conflict minerals as an element of our reasonable country of origin inquiry to verify the responsible sourcing of materials and to support compliance with SEC regulations.
b. | Internal Management to Support Supply Chain Due Diligence: Our Vice President of Operations and Environmental Compliance Specialist (the “Conflict Minerals Team”) participate in the design and execution of our conflict minerals program and cooperate to manage and support our supply chain due diligence. The Conflict Minerals Team identified the suppliers to be contacted and adopted and approved for use the Reporting Template discussed above. The Environmental Compliance Specialist interacts directly with our contract manufacturers and third party, Source Intelligence to obtain updated and current Reporting Templates and analyzes the information provided on the sourcing of the conflict minerals used in the manufacture of the Covered Products. Each response |
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is reviewed to identify missing information and unclear responses. The Environmental Compliance Specialist meets regularly with the Vice President of Operations and Source Intelligence to discuss the results of the due diligence efforts and appropriate follow-up measures to be taken with our contract manufacturers. The Vice President of Operations reports on the status of the Company’s supply chain due diligence at regularly scheduled meetings of the Company’s Board of Directors.
c. | Controls and Transparency to Support Supply Chain Diligence: We use the CMRT to identify the smelters and refiners that are in the supply chain of each of our contract manufactures. We review and compare this list to the list of smelters and refiners identified by the CFSI to be active in the CFSI. This enables us to identify the smelters and refiners that have been determined to be conflict-free and those that are actively progressing towards an audit to determine their status. We use CFSI’s RCOI data to further verify the compliant smelter/refiners sourcing information as well as Source Intelligence’s database. We have determined that this approach represents the most reasonable effort we can make to determine whether the minerals used in the production of our Covered Products are conflict-free. |
d. | Supplier Engagement: We are dependent upon our contract manufactures to manufacture the Covered Products. We continue to work with our contract manufacturers to support their efforts to identify the sources and status of the Conflict Minerals used in our Covered Products and to encourage each smelter and refiner in our supply chain to become an active participant in the CFSI. We continue to actively engage with our contract manufacturers to strengthen our relationship with them and we have communicated to our contract manufacturers our commitment to sourcing Conflict Minerals in a manner that does not benefit armed groups in the Covered Countries. |
e. | Grievance Mechanism: We have grievance mechanisms in place that enable employees and suppliers to report violations of the Company’s policies. We have a compliance hotline which is operated by an independent company that may be called at any time to report grievances and invite individuals with grievances to bring these matters to the attention of the Audit Committee of our Board of Directors by written correspondence on a confidential basis. We also employ an email address by which matters may be brought at any time to the attention of our Conflict Minerals Team by sending an email to conflictminerals@quicklogic.com. |
2. | Identification and Assessment of Risks in the Supply Chain |
Because of our position within our supply chain, it is difficult for us to identify actors upstream from our first tier contract manufacturers. As discussed above, we identified each of our first tier contract manufacturers and we have relied upon them to provide us with the necessary information about the source of Conflict Minerals contained in the products they manufacture on our behalf. Our contract manufacturers are similarly reliant upon information provided by their suppliers to provide information regarding the country of origin of Conflict Minerals that are included in the Covered Products.
We requested each of our contract manufacturers to complete the CMRT and review the sourcing information provided in response to our requests for accuracy and completeness. In the event we find the responses to the Reporting Template unclear or incomplete, we contact the contract manufacturer in question for additional information and clarification. We intend to contact each of our contract manufacturers at least once every six months to check on the status of their continuing due diligence and to obtain updated information. We record all information obtained from the Reporting Templates to identify the smelters and refiners in our supply chain. We compare the list of the smelters and refiners in our supply chain to the lists compiled by the CFSI to determine which smelters have been determined to be compliant with the CFSI assessment protocols.
3. | Designing and Implementing a Strategy to Respond to Identified Risks |
In response to this risk assessment, the Company has an approved risk management plan which is implemented, managed and monitored through the above-described Conflict Minerals Team under the oversight of our Board of Directors. As noted above, we participate in the electronics industry’s EICC-GeSI Conflict Free Sourcing Initiative to identify smelters that provide material to our supply chain and to determine whether these smelters are compliant with the CFSI assessment protocols. We support the continued efforts of the EICC-GeSI to complete the audits of smelters that have agreed to date to participate in the CFSI and to encourage other identified smelters to become participants in the CFSI.
As a continuing part of our risk management plan, we have communicated our commitment to the use of conflict-free minerals in the manufacture of our Covered Products and our expectation that the manufacture of our Covered Products will be conflict-free.
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4. | Carrying Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain |
We do not have a direct relationship with any smelters or refiners in our supply chain and, as a result, we do not directly conduct audits. Instead, we supported the development and implementation of independent third party audits of smelters such as the CFSI by encouraging our contract manufacturers and component suppliers to purchase materials from audited, conflict-free smelters and determine whether the smelters that were used to process these minerals were validated as conflict-free as part of the CFSI.
5. | Reporting on Supply Chain Due Diligence |
In 2016, we publicly filed the Form SD and this Report with the SEC, and a copy of this Report and the Form SD are publicly available at http://ir.quicklogic.com/sec.cfm.
This Report includes information about the RCOI methodology utilized by the Company, the design of our due diligence process in conformance with the OECD Guidelines, the list of known smelters utilized in our supply chain identified in our due diligence process and a description of our products that incorporate conflict minerals necessary to the functionality or production of such products.
Findings
Based on the information that was provided by the Company’s contract manufacturers and otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict Minerals contained in the Covered Products include the smelters and refiners listed below. Included is whether such smelters have received a “conflict free” designation by the CFSI as of May 27, 2016.
Smelter ID | CFSI | Country | |
GOLD | |||
Aida Chemical Industries Co., Ltd. | CID000019 | CF | Japan |
Allgemeine Gold-und Silberscheideanstalt A.G. | CID000035 | CF | Germany |
AngloGold Ashanti Córrego do Sítio Mineração | CID000058 | CF | Brazil |
Argor-Heraeus SA | CID000077 | CF | Switzerland |
Asahi Pretec Corporation | CID000082 | CF | Japan |
Asahi Refining Canada Limited | CID000924 | CF | Canada |
Asahi Refining USA Inc. | CID000920 | CF | United States |
Asaka Riken Co., Ltd. | CID000090 | CF | Japan |
Aurubis AG | CID000113 | CF | Germany |
CCR Refinery - Glencore Canada Corporation | CID000185 | CF | Canada |
Chimet S.p.A. | CID000233 | CF | Italy |
Dowa | CID000401 | CF | Japan |
Eco-System Recycling Co., Ltd. | CID000425 | CF | Japan |
Elemetal Refining, LLC | CID001322 | CF | United States |
Heimerle + Meule GmbH | CID000694 | CF | Germany |
Heraeus Ltd. Hong Kong | CID000707 | CF | China |
Heraeus Precious Metals GmbH & Co. KG | CID000711 | CF | Germany |
Ishifuku Metal Industry Co., Ltd. | CID000807 | CF | Japan |
JX Nippon Mining & Metals Co., Ltd. | CID000937 | CF | Japan |
Kennecott Utah Copper LLC | CID000969 | CF | United States |
Kojima Chemicals Co., Ltd. | CID000981 | CF | Japan |
LS-NIKKO Copper Inc. | CID001078 | CF | Republic of Korea |
Materion | CID001113 | CF | United States |
Matsuda Sangyo Co., Ltd. | CID001119 | CF | Japan |
Metalor Technologies (Hong Kong) Ltd. | CID001149 | CF | China |
Metalor Technologies SA | CID001153 | CF | Switzerland |
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Metalor USA Refining Corporation | CID001157 | CF | United States |
Mitsubishi Materials Corporation | CID001188 | CF | Japan |
Mitsui Mining and Smelting Co., Ltd. | CID001193 | CF | Japan |
Nihon Material Co., Ltd. | CID001259 | CF | Japan |
Ohura Precious Metal Industry Co., Ltd. | CID001325 | CF | Japan |
PAMP SA | CID001352 | CF | Switzerland |
Rand Refinery (Pty) Ltd. | CID001512 | CF | South Africa |
Republic Metals Corporation | CID002510 | CF | United States |
Royal Canadian Mint | CID001534 | CF | Canada |
SEMPSA Joyería Platería SA | CID001585 | CF | Spain |
Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CID001622 | CF | China |
Solar Applied Materials Technology Corp. | CID001761 | CF | Taiwan |
Sumitomo Metal Mining Co., Ltd. | CID001798 | CF | Japan |
Tanaka Kikinzoku Kogyo K.K. | CID001875 | CF | Japan |
The Refinery of Shandong Gold Mining Co., Ltd. | CID001916 | CF | China |
Tokuriki Honten Co., Ltd. | CID001938 | CF | Japan |
Umicore SA Business Unit Precious Metals Refining | CID001980 | CF | Belgium |
United Precious Metal Refining, Inc. | CID001993 | CF | United States |
Valcambi SA | CID002003 | CF | Switzerland |
Western Australian Mint trading as The Perth Mint | CID002030 | CF | Australia |
Yamamoto Precious Metal Co., Ltd. | CID002100 | CF | Japan |
Yokohama Metal Co., Ltd. | CID002129 | CF | Japan |
Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CID002224 | CF | China |
TANTALUM | |||
Changsha South Tantalum Niobium Co., Ltd. | CID000211 | CF | China |
F & X Electro-Materials Limited | CID000460 | CF | China |
Global Advanced Metals Boyertown | CID002557 | CF | United States |
H.C. Starck Co., Ltd. | CID002544 | CF | Thailand |
H.C. Starck GmbH Goslar | CID002545 | CF | Germany |
H.C. Starck GmbH Laufenburg | CID002546 | CF | Germany |
H.C. Starck Hermsdorf GmbH | CID002547 | CF | Germany |
H.C. Starck Inc. | CID002548 | CF | United States |
H.C. Starck Ltd. | CID002549 | CF | Japan |
H.C. Starck Smelting GmbH & Co.KG | CID002550 | CF | Germany |
Jiujiang Tanbre Co., Ltd. | CID000917 | CF | China |
Mitsu Mining & Smelting | CID001192 | CF | Japan |
Ningxia Orient Tantalum Industry Co., Ltd. | CID001277 | CF | China |
Plansee SE Liezen | CID002540 | CF | Austria |
Solikamsk Magnesium Works OAO | CID001769 | CF | Russian Federation |
Taki Chemicals | CID001869 | CF | Japan |
TIN | |||
Alpha | CID000292 | CF | United States |
An Vinh Joint Stock Mineral Processing Company | CID002703 | AU | Viet Nam |
China Tin Group Co., Ltd. | CID001070 | CF | China |
Cooperativa Metalurgica de Rondônia Ltda. | CID000295 | CF | Brazil |
CV Serumpun Sebalai | CID000313 | CF | Indonesia |
CV United Smelting | CID000315 | CF | Indonesia |
Cooper Santa | CID000295 | CF | Brazil |
Dowa | CID000402 | CF | Japan |
Elmet S.L.U. (Metallo Group) | CID002774 | CF | Spain |
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EM Vinto | CID000438 | CF | Bolivia |
Fenix Metals | CID000468 | CF | Poland |
Gejiu Non-Ferrous Metal Processing Co., Ltd. | CID000538 | CF | China |
Magnu's Minerais Metais e Ligas Ltda. | CID002468 | CF | Brazil |
Malaysia Smelting Corporation (MSC) | CID001105 | CF | Malaysia |
Metallo-Chimique N.V. | CID002773 | CF | Belgium |
Mineração Taboca S.A. | CID001173 | CF | Brazil |
Minsur | CID001182 | CF | Peru |
Mitsubishi Materials Corporation | CID001191 | CF | Japan |
O.M. Manufacturing Philippines, Inc. | CID002517 | CF | Philippines |
Operaciones Meralurgical S.A. | CID001337 | CF | Bolivia |
PT Aries Kencana Sejahtera | CID000309 | CF | Indonesia |
PT Artha Cipta Langgeng | CID001399 | CF | Indonesia |
PT Babel Inti Perkasa | CID001402 | CF | Indonesia |
PT Bangka Tin Industry | CID001419 | CF | Indonesia |
PT Belitung Industri Sejahtera | CID001421 | CF | Indonesia |
PT BilliTin Makmur Lestari | CID001424 | CF | Indonesia |
PT Bukit Timah | CID001428 | CF | Indonesia |
PT DS Jaya Abadi | CID001434 | CF | Indonesia |
PT Eunindo Usaha Mandiri | CID001438 | CF | Indonesia |
PT Inti Stania Prima | CID002530 | CF | Indonesia |
PT JusTindo | CID000307 | CF | Indonesia |
PT Mitra Stania Prima | CID001453 | CF | Indonesia |
PT Panca Mega Persada | CID001457 | CF | Indonesia |
PT Prima Timah Utama | CID001458 | CF | Indonesia |
PT Refined Bangka Tin | CID001460 | CF | Indonesia |
PT Sariwiguna Binasentosa | CID001463 | CF | Indonesia |
PT Stanindo Inti Perkasa | CID001468 | CF | Indonesia |
PT Tambang Timah | CID001477 | CF | Indonesia |
PT Timah (Persero), Tbk | CID001482 | CF | Indonesia |
PT Tinindo Inter Nusa | CID001490 | CF | Indonesia |
PT Wahana Perkit Jaya | CID002479 | CF | Indonesia |
Rui Da Hung | CID001539 | CF | Taiwan |
Soft Metais Ltda. | CID001758 | CF | Brazil |
Thaisarco | CID001898 | CF | Thailand |
Toboca/ Paranapenema | CID001173 | CF | Brazil |
White Solder Metalurgia e Mineração Ltda. | CID002036 | CF | Brazil |
Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CID002158 | AU | China |
Yunnan Tin Company, Ltd. | CID002180 | CF | China |
TUNGSTEN | |||
A.L.M.T. Tungsten Corp. | CID000004 | CF | Japan |
Chongyi Zhangyuan Tungsten Co Ltd | CID000258 | CF | China |
Ganzhou Huaxin Tungsten Products | CID000875 | CF | China |
Ganzhou Seadragon W & Mo Co., Ltd. | CID002494 | CF | China |
Global Tungsten & Powders Corp. | CID000568 | CF | United States |
Guangdong Xianglu Tungsten Co., Ltd. | CID000218 | CF | China |
H.C. Starck GmbH | CID002541 | CF | Germany |
Hunan Chunchang Nonferrous Metals Co., Ltd | CID000769 | CF | China |
Japan New Metals Co., Ltd. | CID000825 | CF | Japan |
Kennametal Huntsville | CID000105 | CF | United States |
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Tejing (Vietnam) Tungsten Co., Ltd. | CID001889 | CF | Viet Nam |
Wolfram Bergbau und Hütten AG | CID002044 | CF | Austria |
Xiamen Tungsten (H.C.) Co., Ltd. | CID002320 | CF | China |
Xiamen Tungsten Co., Ltd. | CID002082 | CF | China |
Countries of origin that these facilities may process conflict minerals include: Angola, Argentina, Australia, Austria, Belgium, Bolivia, Brazil, Burundi, Cambodia, Canada, Central African Republic, Chile, China, Colombia, Côte D'Ivoire, Czech Republic, Djibouti, Ecuador, Ecuador, Egypt, Estonia, Ethiopia, France, Germany, Guyana, Hungary, India, Indonesia, Ireland, Israel, Japan, Kazakhstan, Kenya, Laos, Luxembourg, Madagascar, Malaysia, Mongolia, Mozambique, Myanmar, Namibia, Netherlands, Nigeria, Peru, Portugal, Republic of Congo, Russia, Rwanda, Sierra Leone, Singapore, Slovakia, South Africa, South Korea, South Sudan, Spain, Suriname, Switzerland, Taiwan, Tanzania, Thailand, Uganda, United Kingdom, United States of America, Vietnam, Zambia, Zimbabwe
“CF” indicates that as of March 29, 2016, the smelter participates in the CFSI and has been certified and audited by the CFSI.
“AU” indicates that the smelter has agreed to participate in the CFSI, but that as of May 27, 2016, the audit process has not yet been completed.
Future Steps
We have communicated our expectations, as reflected in our Conflict Minerals Policy, to our contract manufacturers and other suppliers. Since the end of 2015, we have continued to engage with our first-tier suppliers to update their information on the source and chain of custody of conflict minerals in our supply chain and to require that all smelters utilized agree to participate in the CFSI.
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