Section 1 – Conflict Minerals Disclosure
|
Item 1.01
|
Conflict Minerals Disclosure and Report
|
Conflict Minerals Disclosure
This Form SD of II-VI Incorporated (“II-VI” or the “Company”) is filed pursuant to Rule 13p-1 promulgated under the Securities
Exchange Act of 1934, as amended, for the reporting period January 1, 2020, to December 31, 2020 (the “2020 Reporting Period”).
Rule 13p-1 (the “Rule”) requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the
functionality or production of those products. The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (the “Conflict Minerals”
or “3TGs”). 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.
II-VI, a global leader in engineered materials and opto-electronic components, is a vertically integrated
manufacturing company that develops innovative products for diversified applications in the industrial, optical communications, military, life sciences, semiconductor equipment, and consumer markets. Headquartered in Saxonburg, Pennsylvania, with
research and development, manufacturing, sales, service, and distribution facilities worldwide, the Company produces a wide variety of application specific photonic and electronic materials and components, and deploys them in various forms,
including integrated with advanced software, to enable its customers. The Company is committed to compliant and ethical business conduct and to responsibly sourcing materials. As such, the Company has put into place a due diligence program to ensure
its contributions to upholding human rights and responsible practices across the supply chain.
For the 2020 Reporting Period, the
Company conducted an internal survey of its divisions and required each division to disclose whether any products manufactured or contracted to be manufactured by the division contained 3TGs and, if so, to identify the suppliers of such 3TGs
(“Suppliers”). As a result of this internal survey, the Company determined that certain of its divisions manufacture, or contract to manufacture, products containing 3TGs which are necessary to the functionality or production of such
products, as follows: (i) certain laser optics whose coatings contain gold, tantalum or tungsten, (ii) certain machined parts that may contain gold plating or tin solder, and (iii) various parts and components made of gold, tin,
tantalum and tungsten that are incorporated into products offered by the Company (collectively referred to herein as the “Covered Products”).
Based upon the determination that the Rule applies to the above-referenced Covered Products, the Company undertook, with the assistance of Assent Compliance
(“Assent”), a third-party service provider, a good-faith reasonable country of origin inquiry (“RCOI”) designed to determine whether any of the 3TGs included in such Covered Products originated in the Covered Countries, and
whether any of the 3TGs may be from recycled or scrap sources.
To implement the RCOI, the Company, with the assistance of Assent, conducted the following
Supplier outreach and engagement:
|
|
•
|
|
An email was sent to Suppliers describing the compliance requirements and requesting 2020 3TG information;
|
|
|
•
|
|
Following the introduction to the 2020 program and information request, several reminder emails were sent to each
non- responsive Supplier requesting survey completion; and
|
|
|
•
|
|
Suppliers who remained non-responsive were contacted by phone and offered
assistance in some cases. This assistance included further information about the Company’s Conflict Minerals compliance program, an explanation of why the information was being collected, a review of how the information would be used, and
clarification regarding how the information could be provided.
|
The program utilized the Electronic Industry Citizenship Coalition
(“EICC”) and Global e-Sustainability Initiative (“GeSI”) Conflict Minerals Reporting Template (“EICC-GeSI Template”) for data collection. The EICC-GeSI Template was developed to
facilitate disclosure and communication of information regarding smelters and refiners that provide Conflict Minerals into a company’s supply chain. It includes questions regarding the origin of 3TGs included in a company’s products,
including the identity of smelters and refiners, a company’s conflict-free policy, and a company’s engagement and due diligence with respect to its Suppliers.
Supplier responses were evaluated for plausibility, consistency, and gaps both in terms of which products were stated to contain or not contain necessary
3TGs, as well as the origin of those materials. Additional Supplier contacts were conducted to address issues including: (i) implausible statements regarding no presence of 3TGs, (ii) incomplete data on EICC-GeSI Templates,
(iii) responses that did not identify smelters or refiners, (iv) responses that indicated sourcing location without complete supporting information from the supply chain, and (v) organizations identified as smelter
or refiners, but not verified as such through further analysis and research.
Therefore, the Company exercised due diligence on the source and chain of
custody of 3TGs used in its Covered Products manufactured in calendar year 2019. Based upon the due diligence, including the RCOI results, the Company determined that the responses obtained were insufficient to form the basis for a reasonable
determination as to the specific origin of all of the 3TGs used in the manufacturing process for the Covered Products. These due diligence efforts are described in the Conflict Minerals Report provided as Exhibit 1.01 to this Form SD.
The Company has developed a conflict minerals policy, which is publicly available on its website at
https://www.ii-vi.com/csr/ to reflect a commitment to sourcing materials from companies that share its values on human rights, ethics and environmental responsibility. The Company expects its Suppliers to
develop internal conflict minerals policies, due diligence frameworks, and management systems which are designed to identify and ultimately eliminate from use in products sold to the Company any 3TGs that are known to come from sources funding armed
groups in the Covered Countries.
2