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1 we wear intelligence conflict minerals guidance January 2013

2 Disclaimer This document is provided by the American Apparel & Footwear Association (AAFA) for informational purposes only. Determination of whether and/ or how to be made in your sole and absolute discretion. advice. Prior to using this document, you and regulations, with your own legal counsel. Use of this document is voluntary. Preface AAFA has developed the below guidance to help AAFA members comply with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This guidance is a living document that will be updated as new information is learned, new systems are developed, and as the Securities and Exchange Commission (SEC) promulgates enforcement guidance. The guidance is intended to be used in conjunction with the final rule, as promu lgated by the SEC 2. This guidance is comprised of four sections: 1601 North Kent Street Suite 1200 Arlington, VA Tel: (703) Fax: (703) Background / Summary of Final Rule 2. Complying with the Final Rule - Exercising reasonable standard of care. 3 Step 1: Determination if Your Company is Subject to the Final Rule Step 2: Do I Have Conflict Minerals?: Determination of Whether Conflict Minerals Are in Your Products Step 3: Determination of Whether Conflict Minerals Originated in the Democratic Republic of Congo (DRC) or an adjoining country o Reasonable Country of Origin Inquiry (RCOI) o Results of RCOI Step 4: Supply Chain Due Diligence and Conflict Minerals Report 3. Interpretation of Key Provisions in the Final Rule 4. Annexes and Additional Resources Relating to Section 1502 of the Dodd-Frank Act 1 SEC Final Rule The term reasonable standard of care used here describing a company s overall effort to explore and understand its supply chain, should not be confused with the term due diligence used by the SEC in the Final Rule to refer to third party audits.

3 table of contents Background / Summary of Final Rule Introduction 4 The Rule 4 Key Dates 5 Summary of Final Rule 5 Complying with the Final Rule Step 1: Determine if Your Company is Subject to the Final Rule 6 Step 2: Determine Whether Conflict Minerals are in Your Products 7 Step 3: Determine Whether Conflict Minerals Originated in a Covered Country 8 Step 4: Supply Chain Due Diligence and the Conflict Minerals Report 14 Interpretation of Key Provisions in the Final Rule Key Provisions Defined in the Final Rule 18 AAFA Industry Interpretation of Key Provisions Not Defined in the Final Rule 19 Annexes and Additional Resources Relating to Section 1502 of the Dodd-Frank Act Annex 1: EICC GeSI Supplier Template Letter 27 Annex 2: OECD Common Supplier Letter Template and its Appendix 28 Annex 3: Decision Matrix - Illustrating the Compliance Process for the Final Rule 32 Annex 4: OECD Five-Step Framework for Risk-Based Due Diligence in the Mineral Supply Chain 33 Other Resources 35 3 American Apparel & Footwear Association

4 background / summary of the final rule The Rule The new rule applies to a company that uses any conflict minerals if: the company files reports with the SEC pursuant to Exchange Act Sections 13(a) or 15(d); and the minerals are necessary to the functionality or production of a product manufactured by the company or contracted by the company to be manufactured. A product, according to the final rule, must be entered into the stream of commerce by offering them to third parties for consideration Only then will a company, be required to report on any conflict minerals necessary to the functionality or production of those products. 3 Introduction On August 22, 2012, the Securities and Exchange Commission (SEC) adopted a final rule as mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), to require publicly-held companies, or issuers, to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo (DRC) or an adjoining country (together with the DRC, Covered Countries ). Covered Countries include the Democratic Republic of Congo (DRC), and the adjoining countries to the DRC: Angola; Burundi; Central African Republic; the Republic of the Congo; Rwanda; South Sudan; Tanzania; Uganda; and Zambia. 4 The final rule took effect on November 13, The rule applies to all products manufactured on or after January 31, The first report, covering calendar year 2013, is due to the SEC by May 31, Section 1502 of the Dodd-Frank Act amends the Securities Exchange Act of 1934 to add Section 13(p). Section 13(p) directs the SEC to issue rules requiring certain companies to disclose their use of conflict minerals if those minerals are necessary to the functionality or production of a product manufactured by those companies or contracted by those companies to be manufactured. Under Section 1502, the term conflict minerals includes tin, tantalum, tungsten, and gold ( 3TGs ). Congress enacted Section 1502 because of concerns that the exploitation and trade of conflict minerals by armed groups is helping to finance conflict in the DRC region and is contributing to an emergency humanitarian crisis. 3 Securities and Exchange Commission Final Rule: Conflict Minerals p.91 4 Security and Exchange Commission Final Rule: Conflict Minerals pg. 6 4 American Apparel & Footwear Association

5 Key Dates Effective Date: November 13, 2012 Compliance Date: Companies covered by the final rule must comply with the final rule for the calendar year beginning January 1, 2013 with the first disclosure due by May 31, Note: Please note that a company s customer that is also required to comply with the rule will likely seek information on the source and chain of custody of minerals in products it purchases much earlier than May 31, 2014, so that the customer can obtain and analyze relevant information adequately in advance of the disclosure deadline. Summary of the Final Rule Drawing from the Securities and Exchange Commission s Summary 5 On August 22, 2012, the Securities and Exchange Commission (SEC) adopted a new form Form SD and rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to the use of conflict minerals. Section 1502 added Section 13(p) to the Securities Exchange Act of 1934, which requires the Commission to promulgate rules requiring issuers with conflict minerals that are necessary to the functionality or production of a product manufactured or contracted to be manufactured by the issuer to disclose annually whether any of those minerals originated in the Democratic Republic of Congo or an adjoining country. Under the SEC rule implementing Section 1502, if an issuer has reason to believe that its necessary conflict minerals may have originated in a Covered Country, the issuer must submit a report to the Commission that includes a description of the measures it took to exercise due diligence on the conflict minerals source and chain of custody. In this situation, the measures taken to exercise due diligence must include an independent private sector audit of the report that is conducted in accordance with standards established by the Comptroller General of the United States. The rule requires the issuer submitting the report to identify the auditor and certify the audit. However, no independent audit is needed during an interim period of two years for issuers that cannot determine whether their minerals are conflict free (smaller issuers have four years). In addition, the rule requires the report to include a description of the products manufactured or contracted to be manufactured that are not DRC conflict free, the facilities used to process the conflict minerals, the country of origin of the conflict minerals, and efforts to determine the mine or location or origin. In addition to being disclosed to the SEC, this information must be made available to the public on its Internet website. Note: The SEC has not yet formally published Form SD as a separate form. Privately-Held Companies Although privately-held companies are not issuers and, therefore, are not subject to the final rule, many will be asked to provide information regarding the source and chain of custody of conflict minerals in their products to customers who are required to comply with the final rule. 5 Ibid pg.1 5 American Apparel & Footwear Association

6 complying with the final rule Compliance with the final rule requires publicly held companies that may be covered to conduct the SEC s three-step analysis to determine the extent of their regulatory obligations, if any. Compliance with the final rule requires companies to develop a process for reasonable standard of care, exercise a reasonable standard of care, and finally document the reasonable standard of care. The guidance provided below follows the steps outlined in the decision matrix the SEC incorporated in the final rule. The decision matrix can be found in Annex 3 to this guidance. Step 1: Determine if your Company is Subject to the Final Rule A company that files annual reports with the SEC pursuant to Section 13(a) or Section 15(d) of the Exchange Act must determine whether it is subject to the requirements of the Conflict Minerals Statutory Provision by answering the following question: Is the company an issuer that manufactures or contracts to manufacture products containing conflict minerals necessary to the product s functionality or production? 6 Note: For AAFA members that are uncertain of where conflict minerals could appear in their apparel, footwear, fashion accessories, travel goods, and related supply chains, the AAFA Risk Assessment (covered in Step 2 below) suggests areas of risk for conflict minerals in the industry s products. If a company does not answer the above question in the affirmative, that company is not required to take any further action, make any disclosure, or submit any reports under the final rule. 7 If, however, a company answers the question in the affirmative, the AAFA recommends that the company move to the second step below. Note: The SEC adopted a three-step process for companies to comply with the Final Rule. The Final Rule does not list its Step 2 as a Risk Assessment. Step 2 (covered below) is the recommendation of the AAFA only. 6 Security and Exchange Commission Final Rule: Conflict Minerals pg.21 7 Security and Exchange Commission Final Rule: Conflict Minerals pg.21 6 American Apparel & Footwear Association

7 AAFA has developed the adjacent lists to assist companies in determining where conflict minerals could appear in their apparel, footwear, fashion accessories, travel goods, and related supply chains. Note: These lists do not necessarily represent an exhaustive list of products or materials that might contain conflict minerals. Based on their risk assessments, companies can determine the products that may be subject to the Conflict Minerals Rule. Preliminary testing of apparel, footwear and related products with the use of XRF (X-Ray Fluorescence) analyzers can determine the presence of the 3TGs and would be a useful tool to assist in such analysis. Step 2: Do I Have Conflict Minerals? Determine Whether Conflict Minerals Are In Your Products Tin or Derivatives of Tin can appear in the following: In metallized yarns As solder in buttons, zippers, and other fasteners As composite material in zippers, hooks, fasteners, and other metal components As coating to make zippers, other fasteners, and other metal components shiny (tin salt) As composite material in rivets and eyes As composite material in drawstring and shoelace grommets As a stabilizer in PVC or other rubber/ plastic materials (organotin) In underwire and brassieres As solder in outdoor equipment, like tent poles As solder in watches and eyeglasses As solder in jewelry In electronics on apparel, footwear, related products As composite material in glitter and other shiny, reflective materials As solder on belt buckles As composite material in belt buckles In leather (as a result of the tanning process) Gold can appear in the following: As plating to make zippers, other fasteners, and other metal components shiny In metallized yarns In gold filament yarns in high-tech sportswear As composite material in or on jewelry As composite material in or on watches Tantalum: As composite material in electronics As composite material in watches Tungsten: AAFA has yet to determine where tungsten can appear in apparel, footwear, and related products. Note: This list is AAFA s analysis of the likely risk areas. Each AAFA member should consider its own product lines and whether other products might contain conflict minerals. 7 American Apparel & Footwear Association

8 Step 3: Determination of Whether Conflict Minerals Originated in a Covered Country 3a) Reasonable Country of Origin Inquiry Under the final rule, if a company determines that conflict minerals are necessary to the functionality or production of a product manufactured or contracted to be manufactured by the company, the company is then required to perform a reasonable country of origin inquiry to determine whether the conflict mineral originated in the Covered Countries or elsewhere in the world, or from scrap (or recycled) sources. 8 The SEC has determined that if a material comes from scrap or recycled sources it is not as likely to be able to fund conflict in a Covered Country, and therefore does not need to be reported under the Conflict Minerals Rule. The final rule does not specify what steps relevant companies are expected to take to satisfy the reasonable country of origin inquiry requirement. The SEC states in the final rule that such a determination depends on each company s particular facts and circumstances. A reasonable country of origin inquiry can differ among companies based on the company s size, products, relationships with suppliers, or other factors. 9 However, the SEC does offer guidance that companies can utilize to conduct their reasonable country of origin inquiries: According to the SEC, a company can satisfy the reasonable country of origin inquiry standard if it seeks and obtains reasonably reliable representations indicating the facility at which its conflict minerals were processed and demonstrating that those conflict minerals did not originate in the Covered Countries or came from recycled or scrap sources. According to the final rule, those representations could come: a. directly from that facility at which its conflict minerals were processed or b. indirectly through the issuer s immediate suppliers 10. However, the company must have a reason to believe these representations are true given the facts and circumstances surrounding those representations. As stated in the Final Rule, A company would have reason to believe representations were true if (i) a processing facility has received a conflictfree designation by a recognized industry group that requires an independent private sector audit of the smelter, or (ii) an individual processing facility, that is not part of an industry group s conflict-free designation process, has obtained an independent private sector audit and made it publicly available Security and Exchange Commission Final Rule: Conflict Minerals pg Ibid pg Ibid pg Ibid pg American Apparel & Footwear Association

9 Note: This is just one example provided by the SEC to confirm the representations are true, and it is not the requirement. The Conflict Free designation process has not been fully developed and it will take time before the designation is awarded. Note: AAFA believes this reasonably reliable representation needs to be supported by substantive documentation or other similarly strong evidence. A company must also take into account any applicable warning signs or other circumstances indicating that its conflict minerals may have originated in the Covered Countries or did not come from recycled or scrap sources A covered company is not required to receive representations from all of its suppliers. The standard focuses on a reasonable design and good faith inquiry. Therefore, if a company reasonably designs an inquiry and performs the inquiry in good faith, and in doing so receives representations indicating that its conflict minerals did not originate in the Covered Countries, the issuer may conclude that its conflict minerals did not originate in the Covered Countries, even though it does not hear from all of its suppliers. Note: Again, a company can make this statement only as long as it does not ignore warning signs or other circumstances indicating that its conflict minerals originated or may have originated in the Covered Countries. 12 Based on the above, AAFA therefore recommends that companies follow the below steps as part of their reasonable country of origin inquiry and as part of exercising their reasonable standard of care. 1. Incorporate relevant elements of Conflict Minerals Rule compliance into the company s supply chain policy or supplier Code of Conduct. 2. Incorporate relevant elements of Conflict Minerals Rule compliance into contracts with suppliers, such as adherence to the company s individual supply chain policy, diligence and inspection rights, supplier disclosure, reporting and cooperation requirements, and flow-down clauses. 3. Assemble a database of supplier personnel that should receive Conflict Minerals Rule Compliance materials. Supplier compliance personnel will in many cases differ from regular supplier contacts, who typically are responsible for sales to the company. a. In order to comply with the final rule, companies must have adequate visibility into their supply chains so that they can determine how best to carry out their reasonable country of origin inquiry. Many companies will rely on first tier suppliers to collect information from suppliers further down the supply chain, and other companies will seek information from second and third tier suppliers directly. 12 Security and Exchange Commission Final Rule: Conflict Minerals pg American Apparel & Footwear Association

10 4. Send an initial written communication to suppliers informing them of the final Conflict Minerals Rule, and the company s compliance obligations, and request information on any conflict minerals that could appear in the products they supply, or the components thereof. The communication could include a cover letter and supplementary background materials that explain the rule as well as a questionnaire for the supplier: a. Cover letters - This guidance contains two sample cover letters (in section 4: Annex 1 and Annex 2) for companies to consider when developing their own communication to suppliers, one of which has been developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-sustainability Initiative (GeSI) and one of which has been developed by the OECD as part of its Due Diligence Guidance 13. Companies should ensure that the company s supply chain policy and supplier code of conduct are in line with any statements made in the cover letter. b. Background Materials - This guidance could be included as part of the background materials provided to suppliers c. Supplier Questionnaire Because of its general acceptance by many industries, AAFA recommends that companies use the EICC-GeSI Conflict Minerals Reporting Template The EICC-GeSI Conflict Minerals Reporting Template was created by the Electronic Industry Citizenship Coalition (EICC) and the Global e-sustainability Initiative (GeSI) as a common means for the collection of sourcing information related to Conflict Minerals. Companies in the electronics and other industries have adopted the Template as an element of their reasonable standard of care program to verify the responsible sourcing of materials and to support compliance to Section 1502 of the Dodd Frank Act. The Template is consistent with EICC and GeSI s related activities, including the Conflict Free Smelter (CFS) Program 14. The CFS is a voluntary program in which an independent third party audits a smelter s procurement activities and determines if the smelter demonstrated that all the materials they processed originated from conflictfree sources. The program aims to enable companies to source conflict-free minerals. Companies that want to source responsibly will be able to rely on the audits for their own company s reasonable standard of care program. (Note: Dodd-Frank and the SEC regulations 13 OECD Due Diligence Guidance, Final Downstream Report, internationalinvestment/guidelinesformultinationalenterprises/ddguidancetttpilotjan2013. pdf 14 Conflict Free Smelter Program 10 American Apparel & Footwear Association

11 do not require that companies only source conflict free minerals, however companies are required to report on the use of such minerals.) 5. Provide training on the Conflict Minerals Rule for Suppliers: a. Auditing firms, accounting firms, and law firms are regularly providing free webinars on the general rule. b. AAFA is exploring the development of webinars and online videos to educate suppliers on the actual questionnaire and other specific issues. c. AAFA plans to provide training as part of its upcoming international conferences. 6. Develop a mechanism to collect and analyze data collected from suppliers. A number of organizations have developed, or are in the process of developing, data collection platforms. A few are listed below. a. EICC/GeSI has developed a Microsoft Excel- based template to collect data based on the EICC/ GeSI questionnaire. b. The auto industry has developed ipoint- a web-based platform (modeled after the EICC-GeSI Conflict Minerals Reporting Template) for collecting supplier questionnaire data. c. Many companies have also developed data collection platforms. 7. Document the process used to obtain information from suppliers. Note: Since many products in the apparel, footwear, and related footwear industries are seasonal, a company needs to determine whether it must collect questionnaires from suppliers more than once per reporting period (calendar year). Similarly, a company should consider how to supplement its reasonable standard of care program if it changes suppliers mid-year, and should consider requiring its suppliers to provide notice of any changes to their reporting template responses. Note: Please note that AAFA is exploring the development of a repository for questionnaire results, particularly for key second and third tier suppliers used by the industry. It is possible that replies from some first-tier suppliers would also be included, including in the event that a first-tier supplier for one company might be a second-tier supplier for another. The purpose of the repository would be two-fold: 1) to make it easier for AAFA members, particularly smaller members, to collect critical data from their suppliers, and ensure that those key supplier complete the questionnaire correctly and; 2) to enable key suppliers to complete only one questionnaire instead of having to respond to hundreds, if not thousands of questionnaire requests. 11 American Apparel & Footwear Association

12 The goal of this process is to work with a company s supply chain to identify the possible source of introduction of the conflict mineral into the supply chain. While in many cases the supply chain is complex and it is next to impossible to determine the source of the conflict mineral back to the mine, it might be possible to go back to the smelter. For the four conflict minerals, with the possible exception of gold, smelters represent a so-called choke point in the supply chain. While conflict minerals are mined in literally thousands of mines, for each conflict mineral, in most cases, only a few dozen smelters exist worldwide that can process the conflict minerals. There are already a number of third-party smelter certification programs in existence. The most prominent is the EICC-GeSI Conflict Free Smelter program 15. In addition, the London Bullion Market Association s (LBMA) Responsible Gold Programme 16 and the Responsible Jewelry Council s (RJC) Chain-of-Custody Certification 17 address gold refiners/smelters. By referencing the EICC- GeSI available list of conflict free smelters (CFS) 18 for example, companies can determine if their products are conflict-free. As of January 2013, there are 29 audited conflict free smelters worldwide: o 15 tantalum; o 11 gold; and o 3 tin. o No CFSs have been identified to date for tungsten. However, if the smelter in a company s supply chain is not certified by one of these third-party certification programs, the company must still conduct its reasonable country of origin inquiry to determine the source of the conflict minerals. Therefore, a company must require the smelter to provide information on the smelter s sourcing practices and (at a minimum) countries of origin for minerals sourced by the smelter/refinery. 3b) Results of the Reasonable Country of Origin Inquiry Note: The reporting disclosure required after a company performs its reasonable country of origin inquiry (RCOI) varies depending on the results of its RCOI. If, following the inquiry, the company: a. determines its conflict minerals did not originate in the Covered Countries or that they came from recycled or scrap sources; or b. has no reason to believe that its conflict minerals may have originated in the Covered Countries or may not be from recycled or scrap sources. 15 Conflict-Free Smelter Program 16 LBMA Responsible Gold Programme id=137&title=responsible_gold 17 RJC Chain-of-Custody Certification 18 Conflict-Free Smelter Program 12 American Apparel & Footwear Association

13 Then the company is not required to exercise due diligence on its conflict minerals source or chain of custody or file a Conflict Minerals Report. Instead, the company is required to disclose its determination in the new Form SD ( specialized disclosure ), and briefly describe its reasonable country of origin inquiry and the results of the inquiry. The disclosure regarding its reasonable country of origin inquiry must be provided in the body of Form SD in a section entitled Conflict Minerals Disclosure. Additionally, the company must disclose this information on its public website and provide a link to that website in the Form SD filed by the company. While Form SD, as of the date of the publication of this guidance, is not yet available on the SEC website, a copy of Form SD is included in the final rule 19. Conflict Minerals Did Originate in Covered Countries and are not from recycled or scrap sources. If, following the reasonable country of origin inquiry, the companysd: a. knows or has reason to believe that its conflict minerals may have originated in the Covered countries; and b. knows or has reason to believe that its conflict minerals may not be from recycled or scrap sources, then the company must exercise due diligence on the source and chain of custody of such conflict minerals and file a Conflict Minerals report as an exhibit to its Form SD filing. 20 The company is also required to: a. disclose in its SD filing that its Conflict Minerals Report is filed as an exhibit to the filing; b. make its Conflict Minerals Report publicly available on its Internet website; and c. provide the Internet address of that site in its Form SD. Note: Please note that smelters certified under the EICC/GeSI Conflict-Free Smelter (CFS) program can still source the conflict mineral from a covered country, as long as the smelter can prove the source of the mineral was not from a mine in the conflict area. The list of countries of origin for CFS-approved smelters is available on the CFS website Security and Exchange Commission Final Rule: Conflict Minerals pg Ibid pg Conflict-Free Smelter Program 13 American Apparel & Footwear Association

14 Step 4: Supply Chain Due Diligence and the Conflict Minerals Report What Must be Included in the Conflict Minerals Report Under the rule, a company that is required to file a Conflict Minerals Report has to exercise due diligence on the source and chain of custody of the conflict minerals in its product(s). The due diligence measures must conform to a nationally or internationally recognized due diligence framework. To date, the SEC has only recognized the Organisation for Economic Co-operation and Development s (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas ( OECD Due Diligence Guidance ). 22 The OECD has also produced supplements to its due diligence guidance related to specific minerals. 23 The OECD Due Diligence Guidance suggests a five-step framework to achieve conflict free sourcing Establish strong company management systems. 2. Identify and assess risk in the supply chain. 3. Design and implement a strategy to respond to identified risks. 4. Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain. 5. Report publicly on supply chain due diligence. Note: Members approach to the OECD framework depends on whether the company s goal is 1) conflict free sourcing, or 2) simply compliance with Dodd-Frank and the SEC rule (which only requires disclosure of the source and chain of custody of conflict minerals). As the only nationally or internationally recognized due diligence framework, the OECD framework must be followed. The reporting disclosure required after a company performs the due diligence on the source and chain of custody of its conflict minerals varies depending on the results of its due diligence. DUE DILIGENCE FINDINGS WHAT MUST BE INCLUDED IN THE CONFLICT MINERALS REPORT The final rule requires any company that, after its reasonable country of origin inquiry, knows that its conflict minerals originated in the Covered Countries and did not come from recycled or scrap sources, to provide a Conflict Minerals Report that includes a description of the measures the issuer has taken to 22 Ibid pg Ibid pg OECD Due Diligence Guidance, Annex 1 pgs 17-19, investissementinternational/principesdirecteurspourlesentreprisesmultinationales/mining. htm 14 American Apparel & Footwear Association

15 exercise due diligence on the source and chain of custody of those conflict minerals. 25 It also requires a company that, (i) after its reasonable country of origin inquiry, had reason to believe that its minerals may have originated in the Covered Countries and may not have come from recycled or scrap sources, or (ii) after the exercise of due diligence, still has reason to believe that its minerals may have originated in the Covered Countries and may not have come from recycled or scrap sources, to file with the SEC a Conflict Minerals Report that includes a description of the measures the company has taken to exercise due diligence on the source and chain of custody of those conflict minerals. Products Found to be DRC Conflict Free If a company determines after its due diligence inquiry that some or all of its products are DRC conflict free, i.e., that the conflict minerals in those products may have originated from the Covered Countries but did not finance or benefit armed groups in those countries, then the company can disclose that its relevant products are DRC conflict free but must also: describe in its Conflict Minerals Report the measures it has taken to exercise due diligence; obtain an independent private sector audit of its Conflict Minerals Report; certify that it obtained such an audit; include the audit report as part of the Conflict Minerals Report; and identify the auditor. Note: Please note that smelters certified under the EICC/GeSI Conflict- Free Smelter (CFS) program can still source the conflict mineral from a covered country, as long as the smelter can prove the source of the mineral was not from a mine in the conflict area. The list of countries of origin for CFS-approved smelters is available on the CFS website 26. Products Not Found to be DRC Conflict Free : If a company s products have not been found to be DRC conflict free, then the company, in addition to the requirements discussed above, has to describe in its Conflict Minerals Report: the products manufactured or contracted to be manufactured that have not been found to be DRC conflict free ; the facilities used to process the conflict minerals in those products; the country of origin of the conflict minerals in those products; and the efforts to determine the mine or location of origin with the greatest possible specificity. DRC Conflict Undeterminable: Because the SEC acknowledged that it might take some time for companies to make reliable determinations of product sourcing, it introduced the concept DRC conflict undeterminable as a temporary acceptable filing following a 25 Security and Exchange Commission Final Rule: Conflict Minerals pg Conflict-Free Smelter Program 15 American Apparel & Footwear Association

16 company s due diligence inquiry. The term DRC undeterminable can be used for a temporary two-year period for all companies and four-year period for smaller reporting companies, if the company is unable to determine whether the minerals in its products: did not originate in the Covered Countries and came from recycled or scrap sources, or financed or benefited armed groups in those countries, For companies claiming DRC conflict undeterminable, the company must describe the following in its Conflict Minerals Report: the measures it has taken to exercise due diligence; its products manufactured or contracted to be manufactured that are DRC conflict undeterminable ; the facilities used to process the conflict minerals in those products, if known; the country of origin of the conflict minerals in those products, if known; the efforts to determine the mine or location of origin with the greatest possible specificity; and the steps it has taken or will take, if any, since the end of the period covered in its most recent Conflict Minerals Report to mitigate the risk that its necessary conflict minerals benefit armed groups, including any steps to improve its due diligence. Note: For those products that are DRC conflict undeterminable, the company is NOT required to obtain an independent private sector audit of the Conflict Minerals Report regarding the conflict minerals in those products. Recycled or Scrap Due Diligence: There are special rules governing the due diligence and Conflict Minerals Report for minerals from recycled or scrap sources. A company that reasonably believes, after its reasonable country of origin inquiry, that its conflict minerals came from recycled or scrap sources is not required to exercise due diligence or file a Conflict Minerals Report regarding those minerals. The company must, however, provide in its Form SD filing its reasonable country of origin inquiry determination; a brief description of the reasonable country of origin inquiry it undertook; and the results of its inquiry in its Form SD filing. The company must also disclose this information on its publicly available Internet website and provide the Internet address of the site in its Form SD filing. If a company s conflict minerals are derived from recycled or scrap sources rather than from newly-mined sources, the company s products containing such minerals are considered DRC conflict free. 16 American Apparel & Footwear Association

17 If a company cannot reasonably conclude after its reasonable country of origin inquiry that its conflict minerals are from recycled or scrap sources, then it would be required to undertake due diligence in accordance with a nationally or internationally recognized due diligence framework, and obtain an audit of its Conflict Minerals Report. The OECD Due Diligence Guidance is currently the only nationally or internationally recognized due diligence framework for determining whether the mineral is recycled or scrap. Independent Private Sector Audit: The independent private sector audit of a company s Conflict Minerals Report must be conducted in accordance with the standards set forth by the Government Accountability Office ( GAO ). According to the SEC, the objective of the audit is to express an opinion or conclusion on whether the design of the company s due diligence measures described in the Conflict Minerals Report is in conformity with, in all material respects, the criteria in the nationally or internationally recognized due diligence framework used by the company, and whether the company s description of the due diligence measures it performed as described in the Conflict Minerals Report is consistent with the due diligence process that it undertook. 27 The audit is thus not designed to determine whether the actual claims in the Conflict Minerals report are true, but to be an independent check on the process selected and undertaken by the company. Note: The private sector audit requirement does not preclude traditional auditing utilized in the apparel, footwear, and related industries. However, it usually refers to accounting firms. Note: The SEC stated that it views the independent private sector audit under its final rule as a non-audit service such that the same accounting firm could, consistent with audit independence standards audit both a company s financial statements and its due diligence under the final rule. Form for and Timing of Disclosure: Under the final rule, the company is required to provide its conflict minerals disclosure in new Form SD. All affected companies will file the new form for the same period, a calendar year, regardless of their fiscal year end. They will be required to make their first Form SD filing on May 31, 2014 for the 2013 calendar year, and annually on May 31 for each calendar year thereafter. Note: As previously noted, while the new Form SD is appears on page 344 of the Final Rule, the SEC has yet to publish it separately. 27 Security and Exchange Commission Final Rule: Conflict Minerals pg American Apparel & Footwear Association

18 interpretation of key provisions in the final rule There are a number of provisions in the SEC s final rule that must be followed for the reporting that is required under the final rule. For several terms used in the rule, the SEC provides general guidance but does not provide definitions, noting that interpretation of the provision will depend on each company s particular facts and circumstances. To respond to inquiries from AAFA members, AAFA offers below some definitions of terms and key provisions in the SEC s final rule to serve as the industry interpretation. These are suggested reference points and companies will need to make their own judgments based on individual circumstances. In this regard, AAFA encourages members to utilize the definition or combination of definitions that best suit their needs and their company culture when complying with the final conflict minerals rule. Therefore, this section is divided into two parts: 1. Key Provisions Defined in the Final Rule 2. AAFA Industry Interpretation of Key Provisions Not Defined in the Final Rule Key Provisions Defined in the Final Rule De Minimis A company is subject to the rules based on any amount of conflict minerals in the product, if those conflict minerals are necessary for the functionality or production of a product. Therefore, even if there is only a trace amount of a conflict mineral in the product, the company must still report if the conflict mineral is necessary to the functionality or production of a product. 28 Conflict mineral and derivatives are defined as: cassiterite (the metal ore from which tin is extracted); columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); wolframite (the metal ore from which tungsten is extracted; gold or their derivatives, which are limited to tin, tantalum, tungsten (3TGs) Note: Although the final rule allows for the addition of any other mineral or its derivatives (or additional derivatives of columbite-tantalite, cassiterite, or wolframite) to the list of conflict minerals in the future if the mineral or derivative is determined by the Secretary of State to be financing conflict in one or more of the Covered Countries, NO such determination has been made at this time. 29 Adjoining Country Adjoining Country, is defined as a country that shares an internationally recognized border with the Democratic Republic of Congo (DRC), which presently includes Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. 30 Adjoining Countries and the DRC together are referred to as Covered Countries. Issuers Issuers are defined as companies required to file reports with the SEC under sections 13(a) or 15(d) of the Securities Act, including domestic companies, foreign private issuers, and smaller reporting companies. 31 Manufacture The final rule does not define the term manufacture because the SEC believes the term is generally understood. However, the final rule states that the SEC does not consider a company that only services, maintains, or repairs a product 28 Security and Exchange Commission Final Rule: Conflict Minerals pg Ibid., p Security and Exchange Commission Final Rule: Conflict Minerals pg Ibid., pg American Apparel & Footwear Association

19 to be manufacturing that product. 32 Conflict Minerals from Recycled or Scrap Materials According to the final rule, conflict minerals are considered to be from recycled or scrap sources if they are from recycled metals, reclaimed from end-user or post-consumer products, or scrap processed metals created during product manufacturing. Recycled metal includes excess, obsolete, defective, and scrap metal materials that contain refined or processed metals that are appropriate to recycle in the production of tin, tantalum, tungsten, and/or gold. Minerals partially processed, unprocessed, or a bi-product from another ore will not be included in the definition of recycled metal. 33 For additional guidance, the OECD Due Diligence Guidance 34 also provides a definition of recycled material. Finally, the EICC-GeSI Audit Protocols 35 for 3Ts and gold contains detailed lists (but not exhaustive) of examples for recycled products for all minerals. AAFA Industry Interpretation of Key Provisions Not Defined in the Final Rule Product The term product is not clearly defined in the final rule. However, the SEC acknowledged that materials, prototypes, and demonstration devices are not products under the final rule because they are not offered for sale to third parties. 36 In fact, using materials, prototypes, and demonstration devices as an example, the SEC states that a product must be entered into the stream of commerce by offering them to third parties for consideration Only then will a company, be required to report on any conflict minerals necessary to the functionality or production of those products. 37 Product - AAFA Industry Interpretation The exemption of materials, prototypes, and demonstration devices under the final rule and the statement that a product must be entered into the stream of commerce by offering them to third parties for consideration before a company will be required to report on any conflict minerals necessary to the functionality or production of those products. 38 suggests that other items such as store fixtures as 32 Ibid., pg Ibid., pg OECD Due Diligence Guidance, Annex 1 pgs 17-19, investissementinternational/principesdirecteurspourlesentreprisesmultinationales/mining. htm 35 EICC/GeSI Conflict Free Smelter Program Audit Protocols org/cfsauditstandardandinstructiondocuments.htm 36 Ibid., pg Securities and Exchange Commission Final Rule: Conflict Minerals p Securities and Exchange Commission Final Rule: Conflict Minerals p American Apparel & Footwear Association

20 well as items contracted for manufacture primarily for personal use or consumption, items that not for sale to third parties, would also not be considered products, and, therefore, would not fall under the requirements of the statute. Note: If a company chooses to enter any materials, prototypes, or demonstration devices into the stream of commerce by offering them for sale to third parties for consideration, AAFA believes the company will be required to report on any conflict minerals necessary to the functionality or production of these products. In this case, AAFA believes store fixtures remain the exception. First, any store fixtures purchased before January 31, 2013, the final rule s effective date, and then subsequently re-sold on the open market at some point in the future are clearly EXEMPT under the final rule. Even in cases where the store fixtures are purchased after January 31, 2013 (even if they are eventually re-sold on the open market at some future date), AAFA believes that the store fixtures would be EXEMPT under the final rule. Contract to Manufacture According to the final rule, whether a product is deemed to be contracted to manufacture by a company will depend on the degree of influence the company exercises over the manufacturing of the product, including its influence over the materials, parts, ingredients or components to be included in the product. 39 As with the other provisions where the SEC only provides guidance, the SEC states that the question of influence over the manufacturing of a product will depend on each company s facts and circumstances. Specifically, the final rule states contract to manufacture is intended to include companies that have some actual influence over the manufacturing of their products. The final rule states that a company should not be viewed for the purposes of the Conflict Minerals Statutory Provision as contracting to manufacture a product if its actions involve no more than: specifying or negotiating contractual terms with a manufacturer with that do not directly relate to the manufacturing of the product, such as training, or technical support, price, insurance, indemnity, intellectual property rights, dispute resolution, or like terms or conditions concerning the products, unless the issuer specifies or negotiates taking these actions so as to exercise a degree of influence over the manufacturing of the product that is practically equivalent to contracting on terms that directly relate to the manufacturing of the product; affixing its brand, marks, logo, or label to a generic product manufactured by a third party; or servicing, maintaining or repairing a product manufactured by a third party Ibid., pg Ibid., pg American Apparel & Footwear Association

21 Contract to Manufacture - AAFA Industry Interpretation Based on the guidance in the final rule, and unless the SEC issues clarifying guidance that would alter our recommendation, AAFA believes that branded/private label merchandise typically DOES meet the test for contract to manufacture because the company does exercise some degree of control over the manufacture of the product. Therefore, AAFA believes the product typically would be NOT EXEMPT under the final rule. Although many brands/retailers do not manufacture some/all of their products, but rather contract their merchandise from a private label manufacturer, if a brand/retailer specifies components or sets performance standards for suppliers that could result in the inclusion of one or more conflict minerals in a product, the brand/retailer will meet the test for contract to manufacture. AAFA believes performance standards could include any type of requirement, including, but not limited to: product safety requirements; chemical management requirements (e.g. Restricted Substances Lists (RSLs); quality control requirements codes of conduct; or specifying the type, design, and/or color of the product. As such, AAFA believes even products manufactured by licensees would be covered because most licensing agreements would be accompanied by some form of performance standard. Unless there is additional SEC guidance to the contrary, AAFA recommends that if their products otherwise meet the requirements of the SEC rule, its members consider that they are exempt under the contract to manufacture definition only for: close-out product previously put on sale by another brand/ retailer; fixtures used in stores (even if those fixtures are publicly sold at some future date) (See AAFA Interpretation of Product Above) ; used product; or promotional products purchased through catalogs (e.g. T-shirts with a company logo distributed free at trade shows). Necessary to the Functionality The final rule does not define when a conflict mineral is necessary to the functionality of a product. However, the SEC provides guidance on the issue. As described below, in determining whether conflict minerals are necessary to the functionality of a product, a company should consider: whether a conflict mineral is contained in and intentionally added to the product or any component of the product as opposed to a naturallyoccurring by-product; 21 American Apparel & Footwear Association

22 whether a conflict mineral is necessary to the product s generally expected function, use, or purpose (If a product has multiple generally expected uses and functions, a conflict mineral need only be necessary for one such function, use or purpose to be necessary to the product as a whole.); and If a conflict mineral is added for purposes of ornamentation, decoration or embellishment. In considering this issue, a company must also determine whether the primary purpose of the product is ornamentation or decoration. 41 Necessary to the Functionality AAFA Industry Interpretation Based on the guidance in the final rule, AAFA believes that conflict minerals that solely appear in ornamentation on a product and do not support the function of the product are EXEMPT under the final rule. AAFA refers to the final rule, which states that Conversely, if a conflict mineral is incorporated into a product for purposes of ornamentation, decoration, or embellishment, and the primary purpose of the product is not ornamentation or decoration, it is less likely to be necessary to the functionality of the product. 42 As such, examples of places where AAFA believes the appearance of conflict minerals are EXEMPT from the final rule are, but not limited to: packaging; charms on shoes or fashion accessories; blinking lights on shoes, apparel, or fashion accessories sparkles on shoes, apparel, or fashion accessories; rivets on apparel, shoes, or fashion accessories; and silk screens or other things added to apparel, shoes, or fashion accessories. Conversely, AAFA believes that certain components, except in specific circumstances, are necessary to the functionality of the product, including, but not limited to: zippers; clasps on fashion accessories and related products; buttons; and buckles. Note: AAFA believes, however, in circumstances where buckles, buttons, clasps, and in some cases, even zippers, appear on apparel, shoes, and other products strictly for the purpose of ornamentation, and serve no functional purpose, conflict minerals that appear in those buckles, buttons, clasps, and zippers would be EXEMPT under the final rule. 41 Security and Exchange Commission Final Rule: Conflict Minerals pg Security and Exchange Commission Final Rule: Conflict Minerals, pg American Apparel & Footwear Association

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