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How to complete the EICC-GeSI Conflict Minerals Due Diligence Template. Rev A, 30-Nov-2012. Goal of Presentation. To demonstrate how to properly complete the EICC-GeSI Conflict Minerals Due Diligence Template
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How to complete the EICC-GeSI Conflict Minerals Due Diligence Template Rev A, 30-Nov-2012
Goal of Presentation To demonstrate how to properly complete the EICC-GeSI Conflict Minerals Due Diligence Template This will allow an automated system to properly review the form and extract the essential data so that it can be compiled by customers for use in their DD Templates
Agenda • Why are companies collecting this information? • Overview of the EICC-GeSI Due Diligence Template (or the “Template”) • How to complete the Template properly
Disclaimer • TriQuint is making this training presentation available in two versions – one is just this presentation, and the other is a narrated version of this presentation. • The presentations will be available in PowerPoint format. This will allow our suppliers to use any information in the training to supplement their own training presentations. Please feel free to do so. • However, TriQuint bears no responsibility for the accuracy of any information used by suppliers. The main purpose of this training is to train suppliers to complete the EICC-GeSI Conflict Minerals Due Diligence Template correctly, so that TriQuint can upload the suppliers’ Templates using automated software systems.
Why are companies collecting this information? • In July of 2010, the Dodd-Frank Wall Street Reform Act was passed. Section 1502 of this law requires companies that file reports to the Securities and Exchange Commission (SEC) to determine if their use of Conflict Minerals are contributing to the ongoing conflict in the Democratic Republic of the Congo (DRC). • Conflict Minerals = Wolframite (Tungsten), Coltan (Tantalum), Cassiterite (Tin), and Gold, also known as the 3Ts & G. • Companies are required to work back through their supply chains to determine if the 3Ts & G used in their products originated in the DRC or the adjoining countries. • If the 3Ts & G originated in these countries, companies have to do due diligence to determine if their purchase of these metals contributed to the armed conflict in this area.
What are the problems? • There are tens of thousands of mines all over the world, with hundreds in the Conflict Region. • However, there are only a few hundred smelters in the world – a much more manageable number. • Therefore, the EICC-GeSI plan is to: • Identify all of the smelters in their supply chains. • Audit those smelters to determine if they are sourcing their raw materials in a way that contributes to the armed conflict. • If the smelters have adequate controls in place to prevent sourcing that contributes to the armed conflict, the audited smelter can go onto the Conflict Free Smelter (CFS) Compliant Smelter List maintained by EICC-GeSI and will be re-audited annually. • If controls are inadequate, but smelter wishes to be on the CFS List, an improvement action plan is implemented with follow-up. • If the smelter does not wish to be on the CFS List, or a similar list like the Responsible Jewelry Council (JRC) List for Gold or the London Bullion Market Association Good Delivery List for Gold, then the Supply Chain will most likely be asked to remove the smelter from the Supply Chain.
What is a smelter? • The purpose of the EICC-GeSI Conflict Minerals Due Diligence Template is to accomplish Step 1 of the plan on the previous slide - • Identify all of the smelters in their supply chains. • Smelter • A company that starts with mineral ores, slags, and/or recycled materials and scrap and converts it to refined metal or metal-containing intermediate products. A Smelter’s products can be pure (99.5% or greater) metals, powders, ingots, bars, grains, oxides, or salts. • Recycled Materials • Materials that are reclaimed by the end user or after consumer use, such as scrap metals, recycled jewelry, recycled sputtering targets. Materials that have been only partially processed or are byproducts from other ore smelting operations are NOT Recycled Materials. In order to be a Recycled Material, the materials must be post-consumer or post-end user! These definitions are in the “Definitions” worksheet in the EICC-GeSI Template, V2.
What is a Smelter? (continued) • Gold Smelter or Refiner • A metallurgical operation that produces fine gold with a concentration of 99.5% or greater from gold and gold-bearing materials with lower concentrations. • The Gold Smelter or Refiner may use Recycled Materials as a feedstock in addition to other materials, or it may use only Recycled Materials. • Tantalum Smelter • A company that converts Tantalum-containing ores, slags, powders, or scrap into Tantalum-containing products such as: • Tantalum powders • Tantalum components • Tantalum oxides, alloys, wires, sintered bars or similar final products • Intermediate products such as: • KTaF (also known as Ksalt) • Tantalum hydroxides • Tantalum unrefined powders, synthetic ores, and other Tantalum digestion materials. These definitions are in the “Definitions” worksheet in the EICC-GeSI Template, V2.
What is a Smelter? (continued) • Tin Smelter or Refiner • A company that converts tin-containing ore concentrates into crude or fully refined (≥ 99.85% pure). Secondary Smelters convert secondary materials into crude or fully refined tin. Refiners convert crude tin or secondary materials into fully refined tin. Tin smelters may be one of, or a combination of the above. • Tungsten Smelter or Refiner • A company that converts Tungsten ore (such as wolframite or scheelite), tungsten concentrates, or tungsten-containing secondary material into tungsten-containing intermediates such as: • Ammonium Para-Tungstate (APT) • Ammonium Meta-Tungstate (AMT) • Ferrotungsten • Tungsten Oxides. APT production is the typical identifying capability of a tungsten smelter These definitions are in the “Definitions” worksheet in the EICC-GeSI Template, V2.
What is a Smelter (continued)? • In general, a Smelter takes something of lower purity and converts it to something of higher purity. If you are searching through your supply chain to identify a smelter, you may find that one smelter purchased the ore and refined it to a crude purity level. Another smelter bought that crude purity material and refined it to a higher purity level. Yet another smelter bought that material and converted it into fully refined material (>99.9%). • In this case, there are 3 smelters that we should identify in the EICC DD Template. We don’t need to know who bought from who, just a list of the 3 smelters in the “Smelter List” worksheet in the Template. • If you are not sure if you have reached the Smelter, enter the facility you think is a smelter in the Template, along with the identity of the contact person and their contact information (phone, email) and the EICC will contact them for more information. • Let’s go and look at the Template!
EICC-GeSI DD Template – Declaration Worksheet Contains Several Worksheets: • Instructions • Definitions • Declaration • Smelter List • Standard Smelter Names • Checker • Product List Declaration and Smelter Worksheets are most important!
Declaration Worksheet Notice that this version of the Template is in English. It can be set to: • English • Chinese • Japanese • Korean • French • Portuguese • German • Spanish by using the dropdown box. All of the sheets have this capability. However, I can’t read any of these other languages. So please provide your information in English.
Declaration Worksheet Also, be sure you are using Revision 2 or later. This tool will be updated periodically to add more smelters, but that will not affect the general way that the Template works. TriQuint is using an automated system to review our suppliers’ submitted Templates, which requires the use of Revision 2. Previous revisions will not be accepted.
Declaration Worksheet Row 8. MANDATORY. Please enter your company’s name. Please do not use abbreviations. Rows 9-10. MANDATORY. Please select the scope of your declaration. You may choose: • Company Level The Declaration covers your entire company. • Division Level (Specify in Description of Scope) The Declaration covers only a single division of your company. • Product Category Level (Specify in Description of Scope) The Declaration covers only a certain category of your products • Product Level The declaration covers only certain products that you need to list in the Product List Worksheet. Notes for Completing the Declaration Worksheet: • Mandatory fields are highlighted in Yellow and have an asterisk (*) in their description (in Column B)
Declaration Worksheet Row 12. Although not mandatory, if possible please enter a unique identifier number for your company, such as a DUNS number, VAT number, etc. Row 13. Although not mandatory, if possible please enter your full company address (street, city, state/province, country, and postal code. Row 14. MANDATORY. Please enter the name of the authorized management representative responsible for the accuracy of the data in this Template. Row 15. Although not mandatory, if possible please enter the title of the authorized management representative.
Declaration Worksheet Row 16. MANDATORY. Please enter the email address of the authorized management representative responsible for the accuracy of the data in this Template. Row 17. Although not mandatory, if possible please enter the telephone number of the authorized management representative. Row 18. MANDATORY. Please enter the Date of Completion for the Template using the format DD-MMM-YYYY (such as 29-Nov-2012).
Declaration Worksheet Rows 22-55. MANDATORY. For each of these 6 questions, please answer using the dropdown boxes. For Question 1, if any of these 4 metals are present, you should answer “Yes” in the appropriate cells in rows 22-25. If you answer “No” for any metal in rows 22-25 (meaning that metal is not present in your company’s products, all remaining fields for that metal will be highlighted black. No further responses are required for that metal. If you answer “Yes” for any metal in rows 22-25, responses are required for Questions 2 through 6 in rows 28-55. Select the most appropriate answers for these questions using the dropdown boxes. Remember to base your answers on the declaration scope that you have declared earlier (rows 9 and 10)!
Declaration Worksheet For Question 2 (rows 27-31), unless your company purchases raw ores from mines to manufacture your products, it is unlikely that you know the answer to these questions. In that case, the appropriate response is “Uncertain or Unknown”. The appropriate action is to send this same EICC-GeSI DD Template to your suppliers to continue to chase this through the supply chain to get to the smelter. Once you have identified all your smelters, then those can be entered into the “Smelter List” worksheet. This is the information that will be sent to the EICC-GeSI team so that they can send an audit team to the smelters. As always, please provide comments in the Comment boxes as required to clarify your answers.
Declaration Worksheet Question 3 (rows 32-37) is similar to Question 2, in that unless your company is a smelter, it is unlikely that you know the answer to these questions. In that case, the appropriate response is “Uncertain or Unknown”. The appropriate action is the same as for Question 2 - to send this same EICC-GeSI DD Template to your suppliers to continue to chase this through the supply chain to get to the smelter. As always, please provide comments in the Comment boxes as required to clarify your answers.
Declaration Worksheet • Question 4 (rows 39-43) is designed to find out your company’s progress in gathering this information from your supply chain. You can choose: • No, none • No, but < 25% • No, but > 25% • No, but > 50% • No, but >75% • Yes • The appropriate action is to send the EICC-GeSI DD Template to your suppliers to continue to chase this through the supply chain to identify all of the smelters. • As always, please provide comments in the Comment boxes as required to clarify your answers.
Declaration Worksheet • Question 5 (rows 45-49) goes a little deeper to find out your company’s progress in identifying all of the smelters in your supply chain. You can choose: • Yes, all smelters have been identified, or • No • Review the responses that you get from your suppliers to see if these sound like smelters. Look at the addresses given for the smelter. If the address is the 22nd floor of a skyscraper in Tokyo or Hong Kong, it is highly unlikely that this is a smelter! Go back to your supplier and have them double-check to see if they have listed actual smelters with their addresses. Here are some of the responses that I have received from my suppliers. It is highly doubtful that any of these are actual smelters!
Declaration Worksheet Question 6 (rows 51-55) asks if all of the smelters in your “Smelter List” in this Template are included in the CFS Compliant Smelter List for each of the 4 metals. You can click on the Link to “CFS Compliant Smelter List” to get to You can see that there are currently CFS Compliant Lists for Tantalum and Gold. The Tin CFS List is empty and the Tungsten List is yet to be developed. This will change over time. Check back frequently, and then check either “Yes”, “No”, or “Unknown” – whatever is appropriate – in rows 52-55.
Declaration Worksheet There are 10 remaining questions that should be answered from a Company level. In your earlier scope declaration (rows 9 and 10), you may have declared at a division level, or a product category level, or even a product level. And you answered Questions 1-6 from that perspective. However, now you must answer the next 10 questions from a company-wide perspective. These questions are targeted at finding out how you have implemented your Conflict Minerals Due Diligence program, so that your customers can determine if appropriate due diligence is being done.
Declaration Worksheet Questions A and B are simple “Yes” or “No” questions – Do you have a Conflict Free Sourcing Policy, and is it publicly available on your website. If it is available, please enter the link in the Comments box in row 61. You can see a model policy in the OECD Due Diligence Guidance at http://www.oecd.org/investment/guidelinesformultinationalenterprises/46740847.pdf. The model policy begins on page 20. It is long – 5 pages. The important ideas that should be in your policy are: • Your company will not contribute to the ongoing conflict in the Conflict Region, • You will hold your supply chain to this same requirement, • If you identify suppliers whose actions are contributing to the conflict, you will suspend or disengage from using those suppliers, and • You will follow all ethical practices in the sourcing of these minerals.
Declaration Worksheet Questions C and D are trying to see if you are requiring your suppliers to be Conflict-Free also. Do you require your suppliers to follow all of the requirements that you are? For Question C, the options are: • Yes • No • Yes included in standard contract language For Question D, the options are: • Yes • No • Planned once lists become available For Question D, please be aware that TriQuint will require its supply chain to source from CFS Compliant Smelters as these Lists become available and mature. TriQuint’s customers are pushing toward this requirement, so TriQuint believes that this will become a fact of doing business within the next year or two.
Declaration Worksheet Question E is trying to find out if your company has implemented due diligence for conflict-free sourcing. The options are just “Yes” or “No”. So what qualifies as “due diligence”? This is a question that will likely be answered only in a courtroom by a judge. However, the OECD Due Diligence Guidance mentioned earlier contains the main elements of a due diligence program (see starting on page 17): • Establish strong company management systems • Identify and assess risk in the supply chain • Design and implement a strategy to respond to identified risks • Carry out independent 3rd party audits of the supply chain for due diligence at identified points in the supply chain • Report on your supply chain due diligence. This EICC-GeSI Due Diligence Template is one of TriQuint’s actions to meet the requirements of Step 2 listed above. By identifying all of the smelters in our supply chain, we can assess the risk those smelters pose. The use of standard industry tools like the EICC-GeSI DD Template is also a way to improve your due diligence program.
Declaration Worksheet Questions F and G are trying to find out how your company is assessing risk in your supply chain. The options are just “Yes” or “No” for each question. As mentioned on the previous slide, the use of standard industry tools like the EICC-GeSI DD Template is a great way to improve your due diligence program. By using the EICC-GeSI DD Template rigorously, and identifying all of the smelters in your supply chain, as an industry we can assess our overall risk of contributing to the Conflict in the DRC and Adjoining Countries. Also there are 3rd party software vendors that are creating tools that work with the EICC-GeSI DD Template, that will make it easier for us to “roll up” the responses from our entire supply chain into one completed template that we can send to our customers.
Declaration Worksheet Questions H and I are trying to find out how your company verifies the due diligence information you receive from your supply chain. The options for Question H are: • Yes (3rd Party Audit) • Yes (documentation review only) • Yes (Internal Audit) • Yes (all methods apply) • No The options for Question I are just “Yes” or “No”. Obviously, we cannot fully audit every supplier that we have all the way to the smelter. That is the reason that the EICC-GeSI CFS Compliant Smelter process is great for companies like TriQuint and its supply chain. The better job we do at identifying our smelters, the easier it will be for the EICC-GeSI Audit teams to audit these smelters and determine if there is a risk of purchasing these metals from the Conflict Region. Everyone should at least be doing a “documentation review” on the information from their suppliers, and then having a Corrective Action process to mitigate any problems found in the documentation review.
Declaration Worksheet Question J is a “Yes” or “No” question on whether your company is subject to the SEC Conflict Minerals disclosure requirements. If your company files reports to the U. S. Securities Exchange Commission, you should answer “Yes”. This completes the Declaration Page of the EICC-GeSI Conflict Mineral Due Diligence Template. Now you need to enter all of the smelters that you identified in your supply chain in the “Smelter List” worksheet.
Smelter List Worksheet – Column descriptions In the previous slide, you can see that the Smelter List Worksheet has 14 columns for completion: • Empty • Metal (Mandatory) • Smelter Reference List (Mandatory) • Standard Smelter Name (Mandatory) • Smelter Facility Location: Country (Mandatory) • Smelter Facility Location: Street Address • Smelter Facility Location: City • Smelter Facility Location: State/Province • Smelter Facility Contact Name • Smelter Facility Contact Email • Proposed next steps, if applicable • Name of Mine(s) or if recycled or scrap sourced, state recycled or scrap • Location (Country) of Mine(s) or if recycled or scrap sourced, state recycled or scrap • Comments
Column B - Metal As the instructions in the top left of the worksheet say, use the drop-down box in cell B5 to select the first Conflict Mineral. I have clicked on the drop-down box, so that you can see the choices are: • Gold • Tin • Tantalum • Tungsten Do not skip any rows or leave this cell blank. You cannot enter any more data in this row until you choose the Conflict Mineral. For our example, we will choose Gold to demonstrate how the Template works.
Column C - Smelter Reference List Once you have chosen the Conflict Metal, Cell C5 becomes active. NOTE – You cannot enter free text into this cell! You have to use the drop-down box to choose your smelter. The reason for this is that people can refer to the same smelter in many different ways, and may also mis-spell the smelter’s name. The software systems that analyze this data need to have standard smelter names to evaluate. Scroll through the list of smelters in the drop-down box, and hopefully you will find your smelters there. If not, select “Smelter Not Listed”, and then you can enter the Smelter’s location and contact information in Columns D through J. The EICC-GeSI team will then work to set up a teleconference with the smelter to determine how to get them involved in the Conflict Free Smelter program. The information that is in the drop-down box comes from the “Standard Smelter Names” worksheet, and we will go over that next so that you understand how the information in Column D gets entered.
Standard Smelter Names Worksheet The drop-down box in Column C of the Smelter List Worksheet comes from the list of smelters in the Standard Smelter Names Worksheet. The drop-down box includes all of the Standard Smelter Names (in Column B of this worksheet) and the Known Aliases (in Column C of this worksheet). In the graphic to the left, you can see that there are 3 different Known Aliases for the smelter whose Standard Name is “Allgemeine Gold- und Silberscheideanstalt A.G.” In the Smelter List, if you select any of the Known Aliases, the Standard Name will be entered into Column D of the Smelter List.
Columns C & D - Smelter Names Back to the Smelter List Worksheet, and we have chosen Allgemeine as our smelter. We can see that the Template has populated Cell D5 with “Allgemeine Gold- und Silberscheideanstalt A.G.”, the Standard Smelter Name of this smelter. It has also entered “Germany” in Column E. Why is this important? As I mentioned before, software systems need standardized entries so that they can accurately identify the smelters. The other reason is that we do not want any “duplicate” smelters in your EICC Template. For Gold, “Allgemeine Gold- und Silberscheideanstalt A.G.” should be listed only once in Column D in your EICC Template. Even if 5 suppliers listed this smelter, using various aliases, we only want it listed one time per Conflict Metal.
Columns C & D - Smelter Names In the above example, I have chosen all of the Known Aliases of “Allgemeine Gold- und Silberscheideanstalt A.G.” We do NOT want an EICC Template like this. We want the Standard Smelter Names to be listed ONLY once per Conflict Metal. Even if 5 suppliers list this smelter using various aliases, we only want the Standard Smelter Name in Column D to be listed one time per Conflict Metal. The example below is correctly done.
Columns D through J for “Smelter Not Listed” As we discussed a few slides ago, if your smelter is not listed in the drop-down box, please select “Smelter Not Listed”. Once that is selected, you will be able to enter free text into the cells in Columns D and E. Please enter the information in Columns D through J so the EICC-GeSI team can begin to work with this smelter to get them into the Conflict Free Smelter program. Column E is a drop-down box with the countries listed in it, so you cannot enter free text into this column.
Column K - “Proposed next steps,…” Column K is where you should enter your next steps with this particular smelter. For example, since my example smelter “My Own Smelter” is not in the EICC-GeSI Template, my next step would be “Work with the smelter to get them involved in CFS program. If smelter refuses to participate, remove from supply chain.” In general, if you have a smelter that is not in the CFS program (or in the Responsible Jewellry Council program or in the London Bullion Market Association Good Delivery List for Gold), then you need to either work to bring them into these programs or begin working to remove them from your supply chain. It is very probable that this will be the direction that we will begin to receive from our end customers in the near future.
Smelter List Worksheet - Completion Continue entry of the smelters from all of your suppliers. Again, a Standard Smelter Name should only be listed ONCE for a single Conflict Mineral, even if every supplier you have lists this smelter in their EICC-GeSI Template. You will need to consolidate all of their individual smelter entries into your company’s EICC-GeSI Template.
Checker Worksheet The next worksheet in the Template is the Checker Worksheet. This is a place where you can check to see if your Template is completed correctly. When you first open up a blank Template, you will see that all of the Checker fields are highlighted in red, and that there are 40 Required fields remaining to be completed.
Checker Worksheet As you complete the Declaration and Smelter List Worksheets, you can see that the red fields turn green and now there are only 36 Required fields remaining to be completed.
Checker Worksheet Once you have completed the Declaration Worksheet, you will only have 1 more Required Field. You still need to enter your smelters in the Smelter List Worksheet. Once you add a smelter, the number of Required Fields will go blank, and the final red fields will clear.
Product List Worksheet The last worksheet in the Template is the Product List Worksheet. The only time this worksheet is used is if your Declaration of Scope (rows 9 and 10 in the Declaration Worksheet) covers only certain products. You will need to list those products here in the Product List Worksheet.
You are finished! • Congratulations! You have now completed your EICC-GeSI Conflict Minerals Due Diligence Template. • Now save your Template as “Company Name-Date” using the date format of YYYY-MM-DD (e.g., 2012-11-29 for November 29, 2012). • Please send your completed Template to TriQuint at rohs_info@tqs.com. • We will review your template and get back to you with questions. If you have smelters that are not in the Standard Smelter Names Worksheet, we will want to learn more about them, so you can expect more questions. • If you have any questions about the Template or Conflict Minerals, please contact us at rohs_info@tqs.com. We will be happy to try to answer any questions. If we don’t know the answer, we can probably find someone who does. • Thank you very much for going through this training, and for your efforts in identifying your smelters!