Exhibit 1.01
Tecumseh Products Company
Conflict Minerals Report
In accordance with Rule 13p-1 and Form SD under the Securities Exchange Act of 1934
For the reporting period from January 1, 2014 to December 31, 2014
This is the Conflict Minerals Report (“CMR”) of Tecumseh Products Company (“Tecumseh”, “Company”, “we”, “us” or “our”) for calendar year 2014 prepared in accordance with Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 (the “Rule”).
Section 1: Introduction
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, which we collectively refer to in this Report as the “Conflict Minerals” or “3TG”, are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (excepting any of the foregoing that, prior to January 31, 2013, were located outside of the supply chain). The “Covered Countries” for purposes of the rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.
As described in this CMR, certain of our operations manufacture, or contract to manufacture, products and the Conflict Minerals are necessary to the functionality or production of those products.
Section 2: Product Description
Tecumseh is a global manufacturer of hermetically sealed compressors for residential and specialty air conditioning, household refrigerators and freezers and commercial refrigeration applications. 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 Tecumseh; and (iii) for which the manufacture was completed during calendar year 2014.
These products, which are referred to in this Report collectively as the “Covered Products”, are air conditioning and refrigeration compressors, condensing units, heat pumps and complete refrigeration systems for (i) commercial refrigeration applications, including walk-in coolers and freezers, ice makers, dehumidifiers, water coolers, food service equipment and refrigerated display cases and vending machines; (ii) household refrigerators and freezers; and (iii) residential and specialty air conditioning and heat pumps, including window air conditioners, packaged terminal air conditioners and recreational vehicle and mobile air conditioners. These compressors include reciprocating piston models, rotary compressors and scroll compressors.
With the assistance of our third-party service provider, we have determined that our compressors, condensing units, heat pumps and complete refrigeration systems contain Conflict Minerals that are necessary to the functionality or production of that product, including tin in all of our compressors, tungsten in our rotary compressors, and gold and tantalum in our condenser units.
Section 3: Reasonable Country of Origin Inquiry
We have conducted the procedures described in Section 3 below as our good faith reasonable country of origin inquiry (“RCOI”) regarding the Conflict Minerals. The RCOI was reasonably designed to determine whether any of the Conflict Materials in our Covered Products originated in the Covered Countries and whether any of the Conflict Minerals may be from recycled or scrap sources.
With the assistance of our third-party service provider, we identified direct suppliers who supply us with metals, electronics, or with product components containing metals or electronics for our Covered Products.
With the assistance of our third-party service provider, suppliers were provided with background materials regarding Conflict Minerals, the disclosure Rule and our supplier policies regarding Conflict Minerals and were requested to use the Electronic Industry Citizenship Coalition and Global e-Sustainability Initiative (“EICC/GeSI”) Conflict Minerals Reporting Template (“CMRT”) to identify our 3TG supply chain participants, including smelters and refiners (“SORs”), mines and associated countries of origin of the Conflict Minerals in our Covered Products. Our supply chain with respect to the Covered Products is complex, and we believe there are many third parties in the supply chain between the ultimate manufacturer of the Covered Products and the original sources of the Conflict Minerals. In this regard, we do not purchase Conflict Minerals directly from mines, smelters or refiners. We must therefore rely on our suppliers to provide information regarding the origin of Conflict Minerals that are included in the Covered Products. Moreover, we believe that smelters and refiners of the Conflict Minerals are best situated to identify the sources of the Conflict Minerals.
Below is a summary of SORs identified by our suppliers for 2014 and their status (based on available lists of SORs certified by independent third parties) as of April 14, 2015:
|
| |
Gold
| |
| SOR / Facility Name | Smelter Status (see definitions below) |
| Advanced Chemical Company | CFSI Verified |
| Aida Chemical Industries Co. Ltd. | CFSI - Gold |
| Allgemeine Gold-und Silberscheideanstalt A.G. | CFSI - Gold, LBMA, RJC |
| Almalyk Mining and Metallurgical Complex (AMMC) | LBMA - Pending |
| AngloGold Ashanti Córrego do Sítio Minerção | CFSI - Gold, LBMA |
| Argor-Heraeus SA | CFSI - Gold, LBMA |
| Asahi Pretec Corporation | CFSI - Gold, LBMA |
| Asaka Riken Co Ltd | CFSI-Active - Gold |
| Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | CFSI - Gold, LBMA |
| Aurubis AG | CFSI - Gold, LBMA |
| Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | LBMA |
| Boliden AB | CFSI - Gold, LBMA |
| Caridad | CFSI Verified |
| Cendres + Métaux SA | CFSI-Active - Gold, LBMA-Pending |
| Chimet S.p.A. | CFSI - Gold, LBMA |
| China National Gold Group Corporation | CFSI Verified |
| Chugai Mining | CFSI Verified |
| Colt Refining | CFSI Verified |
| Daejin Indus Co. Ltd | CFSI Verified |
| Daye Non-Ferrous Metals Mining Ltd. | CFSI Verified |
| Do Sung Corporation | CFSI Verified |
| Dowa Mining Co., Ltd. | CFSI - Gold |
| Eco-System Recycling Co., Ltd. | CFSI - Gold |
| FSE Novosibirsk Refinery | CFSI Verified |
| Gansu Seemine Material Hi-Tech Co Ltd | CFSI Verified |
| Guangdong Jinding Gold Limited | CFSI Verified |
|
| |
Gold (continued)
| |
| SOR / Facility Name | Smelter Status (see definitions below) |
| Hangzhou Fuchunjiang Smelting Co., Ltd. | CFSI Verified |
| Heimerle + Meule GmbH | CFSI - Gold, LBMA |
| Heraeus Ltd. Hong Kong | CFSI - Gold, LBMA |
| Heraeus Precious Metals GmbH & Co. KG | CFSI - Gold, LBMA |
| Hwasung CJ Co. Ltd | CFSI Verified |
| Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | LBMA - Pending |
| Istanbul Gold Refinery | CFSI - Gold, LBMA |
| Japanese Mint | CFSI - Gold, LBMA |
| Jiangxi Copper Company Limited | LBMA - Pending |
| Johnson Matthey Inc | CFSI - Gold, LBMA |
| Johnson Matthey Ltd | CFSI - Gold, LBMA |
| JSC Ekaterinburg Non-Ferrous Metal Processing Plant | CFSI - Gold, LBMA |
| JSC Uralelectromed | CFSI - Gold, LBMA |
| JX Nippon Mining & Metals Co., Ltd. | CFSI - Gold, LBMA |
| Kazzinc Inc. | CFSI - Gold, LBMA |
| Kennecott Utah Copper LLC | CFSI - Gold, LBMA, RJC |
| Kojima Chemicals Co., Ltd | CFSI - Gold |
| Korea Metal Co. Ltd | CFSI Verified |
| Kyrgyzaltyn JSC | LBMA - Pending |
| L' azurde Company For Jewelry | CFSI - Gold, LBMA |
| Lingbao Gold Company Ltd. | CFSI Verified |
| Lingbao Jinyuan Tonghui Refinery Co. Ltd. | CFSI Verified |
| LS-NIKKO Copper Inc. | CFSI - Gold, LBMA |
| Luoyang Zijin Yinhui Metal Smelt Co Ltd | CFSI Verified |
| Materion | CFSI - Gold |
| Matsuda Sangyo Co., Ltd. | CFSI - Gold, LBMA |
| Metalor Technologies (Hong Kong) Ltd | CFSI - Gold, LBMA, RJC |
| Metalor Technologies (Singapore) Pte. Ltd. | CFSI - Gold, LBMA, RJC |
| Metalor Technologies SA | CFSI - Gold, LBMA, RJC |
| Metalor USA Refining Corporation | CFSI - Gold, LBMA, RJC |
| Met-Mex Peñoles, S.A. | CFSI - Gold, LBMA |
| Mitsubishi Materials Corporation | CFSI - Gold, LBMA |
| Mitsui Mining and Smelting Co., Ltd. | CFSI - Gold, LBMA |
| Moscow Special Alloys Processing Plant | LBMA - Pending |
| Nadir Metal Rafineri San. Ve Tic. A.S. | CFSI - Gold, LBMA |
| Navoi Mining and Metallurgical Combinat | LBMA - Pending |
| Nihon Material Co. LTD | CFSI - Gold, LBMA |
| Ohura Precious Metal Industry Co., Ltd | CFSI - Gold |
| OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | CFSI - Gold, LBMA |
| OJSC Kolyma Refinery | LBMA - Pending |
| PAMP SA | CFSI - Gold, LBMA |
|
| |
Gold (continued)
| |
| SOR / Facility Name | Smelter Status (see definitions below) |
| Penglai Penggang Gold Industry Co Ltd | CFSI Verified |
| Prioksky Plant of Non-Ferrous Metals | LBMA - Pending |
| PT Aneka Tambang (Persero) Tbk | CFSI - Gold, LBMA |
| PX Précinox SA | CFSI - Gold, LBMA |
| Rand Refinery (Pty) Ltd | CFSI - Gold, LBMA |
| Royal Canadian Mint | CFSI - Gold, LBMA |
| Sabin Metal Corp. | CFSI-Active - Gold |
| Samduck Precious Metals | CFSI Verified |
| SAMWON METALS Corp. | CFSI Verified |
| SEMPSA Joyería Platería SA | CFSI - Gold, LBMA |
| Shandong Zhaojin Gold & Silver Refinery Co. Ltd | CFSI - Gold, LBMA |
| So Accurate Group, Inc. | CFSI Verified |
| SOE Shyolkovsky Factory of Secondary Precious Metals | CFSI-Active - Gold, LBMA-Pending |
| Solar Applied Materials Technology Corp. | CFSI - Gold, LBMA-Pending |
| Sumitomo Metal Mining Co., Ltd. | CFSI - Gold, LBMA |
| Tanaka Kikinzoku Kogyo K.K. | CFSI - Gold, LBMA |
| The Great Wall Gold and Silver Refinery of China | LBMA - Pending |
| The Refinery of Shandong Gold Mining Co. Ltd | CFSI - Gold, LBMA |
| Tokuriki Honten Co., Ltd | CFSI - Gold, LBMA |
| Torecom | CFSI-Active - Gold |
| Umicore Brasil Ltda | CFSI - Gold, LBMA |
| Umicore Precious Metals Thailand | CFSI - Gold, RJC |
| United Precious Metal Refining, Inc. | CFSI - Gold |
| Valcambi SA | CFSI - Gold, LBMA, RJC |
| Western Australian Mint trading as The Perth Mint | CFSI - Gold, LBMA |
| Yamamoto Precious Metal Co., Ltd. | CFSI-Active - Gold |
| Yokohama Metal Co Ltd | CFSI-Active - Gold |
| Yunnan Copper Industry Co Ltd | CFSI Verified |
| Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CFSI - Gold, LBMA |
| Zijin Mining Group Co. Ltd | CFSI - Gold, LBMA |
|
| |
| Tantalum | |
| SOR / Facility Name | Smelter Status (see definitions below) |
| Changsha South Tantalum Niobium Co., Ltd. | CFSI - Tantalum |
| Conghua Tantalum and Niobium Smeltry | CFSI - Tantalum |
| Duoluoshan Sapphire Rare Metal Co., Ltd. | CFSI - Tantalum |
| F&X Electro-Materials Ltd. | CFSI - Tantalum |
| Global Advanced Metals Aizu | CFSI - Tantalum |
| Global Advanced Metals Boyertown | CFSI - Tantalum |
| Guangdong Zhiyuan New Material Co., Ltd. | CFSI - Tantalum |
| H.C. Starck Co., Ltd. | CFSI - Tantalum |
| H.C. Starck GmbH Goslar | CFSI - Tantalum |
| H.C. Starck GmbH Laufenburg | CFSI - Tantalum |
| H.C. Starck Hermsdorf GmbH | CFSI - Tantalum |
| H.C. Starck Inc. | CFSI - Tantalum |
| H.C. Starck Ltd. | CFSI - Tantalum |
| Hengyang King Xing Lifeng New Materials Co., Ltd. | CFSI - Tantalum |
| Hi-Temp Specialty Metals, Inc. | CFSI - Tantalum |
| JiuJiang JinXin Nonferrous Metals Co., Ltd. | CFSI - Tantalum |
| Jiujiang Tanbre Co., Ltd. | CFSI - Tantalum |
| KEMET Blue Metals | CFSI - Tantalum |
| Kemet Blue Powder | CFSI - Tantalum |
| King-Tan Tantalum Industry Ltd | CFSI - Tantalum |
| LSM Brasil S.A. | CFSI - Tantalum |
| Ningxia Orient Tantalum Industry Co., Ltd. | CFSI - Tantalum |
| RFH Tantalum Smeltry Co., Ltd | CFSI - Tantalum |
| Shanghai Jiangxi Metals Co., Ltd. | CFSI Verified |
| Taki Chemicals | CFSI - Tantalum |
| Ulba | CFSI - Tantalum |
| Yichun Jin Yang Rare Metal Co., Ltd | CFSI - Tantalum |
| Zhuzhou Cement Carbide | CFSI - Tantalum |
|
| |
| Tin | |
| SOR / Facility Name | Smelter Status (see definitions below) |
| Alpha | CFSI - Tin |
| China Rare Metal Materials Company | CFSI - Tin |
| China Tin Group Co., Ltd. | CFSI-Active - Tin |
| CNMC (Guangxi) PGMA Co. Ltd. | CFSI Verified |
| Cooper Santa | CFSI-Active - Tin |
| CV Makmur Jaya | CFSI Verified |
| CV Nurjanah | CFSI-Active - Tin |
| CV Serumpun Sebalai | CFSI Verified |
| CV United Smelting | CFSI - Tin |
|
| |
| Tin (continued) | |
| SOR / Facility Name | Smelter Status (see definitions below) |
| Empresa Metallurgica Vinto | CFSI - Tin |
| Estanho de Rondônia S.A. | CFSI Verified |
| Gejiu Kai Meng Industry and Trade LLC | CFSI Verified |
| Gejiu Non-Ferrous Metal Processing Co. Ltd. | CFSI - Tin |
| Gejiu Zi-Li | CFSI Verified |
| Huichang Jinshunda Tin Co. Ltd | CFSI Verified |
| Jiangxi Nanshan | CFSI Verified |
| Kai Unita Trade Limited Liability Company | CFSI Verified |
| Linwu Xianggui Smelter Co | CFSI Verified |
| Magnu's Minerais Metais e Ligas LTDA | CFSI - Tin |
| Malaysia Smelting Corporation (MSC) | CFSI - Tin |
| Melt Metais e Ligas S/A | CFSI - Tin |
| Metallo Chimique | CFSI - Tin |
| Mineração Taboca S.A. | CFSI - Tin |
| Minsur | CFSI - Tin |
| Mitsubishi Materials Corporation | CFSI - Tin |
| Nghe Tinh Non-Ferrous Metals Joint Stock Company | CFSI-Active - Tin |
| Novosibirsk Integrated Tin Works | CFSI Verified |
| O.M. Manufacturing (Thailand) Co., Ltd. | CFSI-Active - Tin |
| O.M. Manufacturing Philippines, Inc. | CFSI-Active - Tin |
| Operaciones Metalurgical S.A. | CFSI - Tin |
| PT Alam Lestari Kencana | CFSI Verified |
| PT Artha Cipta Langgeng | CFSI-Active - Tin |
| PT Babel Inti Perkasa | CFSI - Tin |
| PT Babel Surya Alam Lestari | CFSI Verified |
| PT Bangka Kudai Tin | CFSI Verified |
| PT Bangka Putra Karya | CFSI - Tin |
| PT Bangka Timah Utama Sejahtera | CFSI Verified |
| PT Bangka Tin Industry | CFSI - Tin |
| PT Belitung Industri Sejahtera | CFSI - Tin |
| PT BilliTin Makmur Lestari | CFSI-Active - Tin |
| PT Bukit Timah | CFSI - Tin |
| PT DS Jaya Abadi | CFSI - Tin |
| PT Eunindo Usaha Mandiri | CFSI - Tin |
| PT HP Metals Indonesia | CFSI Verified |
| PT Justindo | CFSI-Active - Tin |
| PT Koba Tin | CFSI Verified |
| PT Mitra Stania Prima | CFSI - Tin |
| PT Pelat Timah Nusantara Tbk | CFSI Verified |
| PT Refined Banka Tin | CFSI - Tin |
|
| |
| Tin (continued) | |
| SOR / Facility Name | Smelter Status (see definitions below) |
| PT Stanindo Inti Perkasa | CFSI - Tin |
| PT Sumber Jaya Indah | CFSI-Active - Tin |
| PT Supra Sukses Trinusa | CFSI Verified |
| PT Tambang Timah | CFSI - Tin |
| PT Timah (Persero), Tbk | CFSI - Tin |
| PT Tinindo Inter Nusa | CFSI - Tin |
| PT Yinchendo Mining Industry | CFSI Verified |
| RUI DA HUNG | CFSI-Active - Tin |
| Soft Metais, Ltda. | CFSI-Active - Tin |
| Thaisarco | CFSI - Tin |
| White Solder Metalurgia e Mineração Ltda. | CFSI - Tin |
| Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | CFSI-Active - Tin |
| Yunnan Tin Company Limited | CFSI - Tin |
|
| |
| Tungsten | |
| SOR / Facility Name | Smelter Status (see definitions below) |
| A.L.M.T. Corp. | CFSI-Active - Tungsten |
| Chenzhou Diamond Tungsten Products Co., Ltd. | CFSI-Active - Tungsten |
| Chongyi Zhangyuan Tungsten Co., Ltd. | CFSI-Active - Tungsten |
| Dayu Weiliang Tungsten Co., Ltd. | CFSI-Progressing - Tungsten |
| Fujian Jinxin Tungsten Co., Ltd. | CFSI-Active - Tungsten |
| Ganzhou Huaxing Tungsten Products Co., Ltd. | CFSI - Tungsten |
| Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CFSI - Tungsten |
| Ganzhou Non-ferrous Metals Smelting Co., Ltd. | CFSI-Active - Tungsten |
| Ganzhou Seadragon W & Mo Co., Ltd. | CFSI - Tungsten |
| Global Tungsten & Powders Corp. | CFSI - Tungsten |
| Guangdong Xianglu Tungsten Industry Co., Ltd. | CFSI-Active - Tungsten |
| H.C. Starck GmbH | CFSI-Progressing - Tungsten |
| Hunan Chenzhou Mining Group Co., Ltd. | CFSI-Progressing - Tungsten |
| Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | CFSI - Tungsten |
| Japan New Metals Co., Ltd. | CFSI - Tungsten |
| Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CFSI-Progressing - Tungsten |
| Jiangxi Gan Bei Tungsten Co., Ltd. | CFSI - Tungsten |
| Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. | CFSI Verified |
| Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | CFSI-Progressing - Tungsten |
| Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CFSI-Progressing - Tungsten |
|
| |
| Tungsten (continued) | |
| SOR / Facility Name | Smelter Status (see definitions below) |
| Jiangxi Yaosheng Tungsten Co., Ltd. | CFSI-Active - Tungsten |
| Kennametal Fallon | CFSI-Progressing - Tungsten |
| Kennametal Huntsville | CFSI-Progressing - Tungsten |
| Malipo Haiyu Tungsten Co., Ltd. | CFSI - Tungsten |
| Tejing (Vietnam) Tungsten Co., Ltd. | CFSI-Progressing - Tungsten |
| Vietnam Youngsun Tungsten Industry Co., Ltd. | CFSI - Tungsten |
| Wolfram Bergbau und Hütten AG | CFSI - Tungsten |
| Wolfram Company CJSC | CFSI-Progressing - Tungsten |
| Xiamen Tungsten (H.C.) Co., Ltd. | CFSI - Tungsten |
| Xiamen Tungsten Co., Ltd. | CFSI - Tungsten |
| Xinhai Rendan Shaoguan Tungsten Co., Ltd. | CFSI-Active - Tungsten |
|
| |
| Definitions |
| CFSI - [Metal] | The smelter is certified as conflict-free by the Conflict Free Sourcing Initiative (“CFSI”) through the Conflict-Free Smelter Program (“CFSP”) for the metal as either not originating in Covered Countries or not directly or indirectly financing or benefitting armed groups in Covered Countries. |
| CFSI - Active - [Metal] | The smelter is actively pursuing CFSI certification. This may mean either the smelter was not previously certified and is now actively pursuing CFSI certification or the smelter's certification expired and it is in the renewal process. |
| CFSI - Progressing - Tungsten | Tungsten smelters that have committed to obtain a CFSI certification within 2 years of membership with the Tungsten Industry - Conflict Minerals Committee (TI-CMC). |
| CFSI - Verified | Verified as a smelter by the CFSI, yet to be certified. |
| LBMA | The London Bullion Market Association (“LBMA”) is an international trade association representing the London market for gold and silver bullion refiners. It produces Good Delivery Lists for gold and silver bars; detailing the names of accredited refiners, their listing date and the marking details of their bars. The LBMA Good Delivery gold refiners are conflict-free due to compliance with an audited, conflict-free process through LBMA’s Responsible Gold Guidance aligned with OECD Due Diligence requirements. |
| LBMA - Pending | The LBMA indicates the smelter is working on a Responsible Gold Certificate. |
| RJC | The Responsible Jewelery Council (“RJC”) is a certification body for diamonds, gold and platinum group metals. The RJC Chain-of-Custody (“CoC”) certification, applicable to gold and platinum group metals, certifies refiners as responsibly sourced, which is conflict-free as a minimum, and responsibly produced at each step of the supply chain. It assists companies to conform to the OECD Due Diligence Guidance, LBMA Responsible Gold Guidance and the EICC Smelter/Refiner Validation Program, and to comply with the provisions of the US Dodd-Frank Act (Section 1502, Conflict Minerals). |
|
|
The Conflict Minerals supplied by the SORs listed above may be from the following countries (based on responses to the CMRTs and follow-up inquiries, government listings, smelter certification bodies and internet research conducted by the third-party service provider): Argentina, Armenia, Australia, Austria, Bolivia, Brazil, Burundi, Canada, Chile, China, the Democratic Republic of the Congo, Ethiopia, France, Ghana, Guinea, Guyana, India, Indonesia, Italy, Japan, Kazakhstan, Kyrgyzstan, Laos, Malaysia, Mali, Mexico, Mongolia, Mozambique, Myanmar, Namibia, Niger, Nigeria, Papua New Guinea, Peru, Philippines, Portugal, Russia, Rwanda, Saudi Arabia, South Africa, South Korea, Spain, Suriname, Sweden, Taiwan, Tajikistan, Thailand, Turkey, United Arab Emirates, United Kingdom, United States, Uzbekistan, and Vietnam.
|
Because our RCOI revealed that the countries of origin for necessary Conflict Minerals in the supply chain for our Covered Products may have included Covered Countries, we have reason to believe that some of our necessary Conflict Minerals may have originated in Covered Countries and, therefore, are required to describe the subsequent measures we have taken to exercise due diligence on the source and chain of custody of those Conflict Minerals.
Section 4: Design of Due Diligence Measures
Our due diligence measures have been designed to conform to the framework in the Organisation for Economic Cooperation and Development's ("OECD's") Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High-Risk Areas, Second Edition, including the related supplements1 ("OECD Guidance"). It is important to note that the OECD Guidance was written for both upstream2 and downstream3 companies in the supply chain. As Tecumseh is a downstream company in the supply chain, our due diligence practices were tailored accordingly.
Section 5: Due Diligence Measures Implemented
Due Diligence measures undertaken by Tecumseh on the source and chain of custody of its Conflict Materials with respect to 2014 included the following. These measures are consistent with the five steps of the OECD Guidance.
1. Establish strong company management systems
| |
| • | We have adopted a conflict minerals policy supporting responsible sourcing and greater transparency in the supply chain. The conflict minerals policy is publicly available at http://www.tecumseh.com/en/corporate/global-suppliers/conflict-minerals. However, responsible sourcing is just one factor we consider in selecting our suppliers. |
| |
| • | We have assembled an internal Conflict Minerals Team to support supply chain due diligence- including members from our Finance, Procurement and Internal Audit departments. |
| |
| • | Regional buyers assisted with direct communication with suppliers to request conflict minerals information in the form of the CMRT. |
| |
| • | We have established a company website link for stakeholders who may have questions regarding Tecumseh’s Conflict Minerals Program. |
| |
| • | We used a third-party service provider’s cloud-based data collection platform to gather information from suppliers in the form of CMRT. |
2. Identify and assess risks in the supply chain
After our RCOI determination was made:
| |
| • | With the assistance of our third-party service provider, we implemented a survey of the portion of our supply chain that supplies us with metals, electronics or with product components containing metals or electronics for our Covered Products using the CMRT. Using the CMRT and our third-party service provider’s platform for data collection, suppliers indicated the smelter and refiners and country of origin information with respect to the Conflict Materials used in our Covered Products. |
1OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Supplements on Tin, Tantalum and Tungsten and Supplement on Gold, 2013; http://www.oecd.org/daf/inv/mne/GuidanceEdition2.pdf.
2Upstream companies refer to those between the mine and SOR. As such, the companies typically include miners, local traders, or exporters from the country of mineral origin, international concentrate traders and SORs.
3Downstream companies refer to those entities between the SOR and retailer. As such, the companies typically include metal traders and exchanges, component manufacturers, product manufacturers, original equipment manufacturers (OEMs) and retailers.
| |
| • | Information was reviewed and suppliers were re-contacted with respect to incomplete or potentially inaccurate responses, as needed, and for additional information regarding the source and chain of custody of the Conflict Minerals used in our Covered Products. |
| |
| • | Smelters and refiners identified through the survey process were reviewed to determine if they were certified as “conflict free” by the Conflict Free Smelter Program or other independent third party programs. |
3. Design and implement a strategy to respond to identified risks
| |
| • | We have designed and implemented a strategy to respond to supply chain risks. This strategy is shared with our Conflict Minerals internal team, regional buyers, and suppliers through applicable sections of the Global Quality Supplier Manual and the Global Purchase Order Terms and Conditions, located on our website. |
| |
| • | Identified risks or concerns are reported to senior management. |
4. Carry out independent third-party audit of supply chain due diligence practices
| |
| • | The Company relies on the CFSI, LBMA, and RJC to conduct audits of smelters and refiners in its supply chain. |
5. Report annually on supply chain due diligence
| |
| • | Tecumseh’s Form SD and CMR is publicly available at http://www.tecumseh.com/en/corporate/global-suppliers/conflict-minerals. |
Section 6: Steps to Improve Due Diligence
During 2015, we expect to take the following steps to improve our supply chain due diligence efforts and to further mitigate the risk that the necessary Conflict Minerals contained in our Covered Products finance or benefit armed groups in the Covered Countries:
| |
| ▪ | Continue to assess the presence of 3TG in our supply chain. |
| |
| ▪ | Continue to compare our identified SORs to certifications by independent conflict free smelter validation programs, such as the CFSI’s Conflict-Free Smelter Program. |
| |
| ▪ | Continue to encourage suppliers to support and implement responsible sourcing and greater transparency in the supply chain and cooperate with our due diligence compliance efforts and identify and update the sources of Conflict Minerals in their supply chains. |
| |
| ▪ | Continue to follow-up appropriately when information provided by suppliers appears to be incomplete, incorrect or when further inquiry of the suppliers is necessary to identify the source and chain of custody of the Conflict Minerals used in our Covered Products, including the related SORs and the mine or location of origin of such Conflict Minerals. |
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act that are subject to the safe harbor provisions created by that Act. Any statements that do not relate to historical or current facts or matters are forward-looking statements. Forward-looking statements can be identified by the use of terms such as “expects,” “should,” “may,” “believes,” “anticipates,” “will,” and other future tense and forward-looking terminology. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Examples of forward-looking statements include, but are not limited to, statements in Section 6 of this CMR, statements concerning our intended future efforts to mitigate the risk that the manufacture of our products benefits armed groups in the Covered Countries.
Forward-looking statements are subject to risks and uncertainties that could cause actual actions or performance to differ materially from those expressed in the forward-looking statements. These risks and uncertainties may include, but are not limited to, the implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers, on a timely basis or at all, whether smelters and refiners and other market participants responsibly source Conflict Minerals and political and regulatory developments, whether in the Covered Countries, the United States, or elsewhere. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of filing of this document. We do not intend, and undertake no obligation, to update or revise the forward-looking statements, whether as a result of new information, future events or circumstances or otherwise.
Section 7: Product Determination
Based on our knowledge, after performing the procedures described above, we do not have sufficient information, with respect to the Covered Products to determine any of the facilities that were used to process the Conflict Minerals contained in the Covered Products, except as provided in Section 3.
Based on our knowledge, after preforming the procedures described above, we do not have sufficient information with respect to the Covered Products to determine the country of origin of the Conflict Minerals in the Covered Products, except as provided in Section 3.
Except for the procedures described above, we have not undertaken any other efforts to determine the mine or location of origin with the greatest possible specificity of the Conflict Minerals in the Covered Products.
Section 8: Independent Private Sector Audit
A private sector audit is not required.
