UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
FABRINET | ||
(Exact name of the registrant as specified in its charter) | ||
| Cayman Islands | 001-34775 | 98-12228572 | ||||||||||||
(State of other jurisdiction of | (Commission | (IRS Employer | ||||||||||||
incorporation or organization) | File Number) | Identification No.) | ||||||||||||
c/o Intertrust Corporate Services
One Nexus Way, Camana Bay
Grand Cayman
KY1-9005
Cayman Islands
(Address of principal executive offices)
Csaba Sverha
Chief Financial Officer
+66 2-524-9600
| (Name and telephone number, including area code, of the | ||||||||||||||
person to contact in connection with this report) | ||||||||||||||
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
This Specialized Disclosure Report on Form SD and the Conflict Minerals Report, filed as Exhibit 1.01 to this Form SD, are publicly available at investor.fabrinet.com/financial-information/sec-filings.
Any websites referenced in this Form SD and the information accessible through them are not incorporated in this Form SD.
Item 1.02 Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 2 - Exhibits
Item 2.01 Exhibits
| Exhibit No. | Description | |||||||
| 1.01 | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| FABRINET | |||||||||||
| (Registrant) | |||||||||||
| By: | /s/ Csaba Sverha | May 29, 2024 | |||||||||
| Csaba Sverha | (Date) | ||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||
Exhibit 1.01
FABRINET
CONFLICT MINERALS REPORT
YEAR ENDED DECEMBER 31, 2023
I. Introduction
We provide advanced optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers (“OEMs”) of complex products such as optical communication components, modules and sub-systems, industrial lasers, automotive components, medical devices and sensors. We offer a broad range of advanced optical and electro-mechanical capabilities across the entire manufacturing process, including process design and engineering, supply chain management, manufacturing, complex printed circuit board assembly, advanced packaging, integration, final assembly and testing.
Certain products that we manufacture for our customers contain materials or components that use tin, tantalum, tungsten and/or gold (“3TG”). Due to the depth of the supply chain, we are far removed from the sources of ore from which these metals are produced and the smelters/refiners that process those ores. The efforts we undertook to identify the country(ies) of origin of those minerals reflect our circumstances and position in the supply chain. The amount of information available globally on the traceability and sourcing of these ores is limited at this time, and this situation is not unique to us. We have taken steps we believe reasonable under the circumstances to identify the applicable smelters and refiners of 3TG in our supply chain; however, we believe the smelters and refiners of 3TG contained in the products we manufacture for our customers are best situated to identify the sources and countries of origin of 3TG.
We do not directly manufacture products but “contract to manufacture” branded and generic products containing 3TG on behalf of our customers. Our due diligence efforts were undertaken on the exclusive and/or privately-branded products sourced directly by and manufactured for us in 2023.
II. Reasonable Country of Origin Inquiry (RCOI)
Direct suppliers were asked to provide answers to the Responsible Business Alliance (formerly known as the Electronic Industry Citizenship Coalition) (“RBA”) / Global e-Sustainability Initiative (GeSI) Conflict Minerals Common Reporting Template reflecting Fabrinet’s position in the supply chain (the “CMRT”). The CMRT includes questions regarding a direct supplier’s conflict-free policy, its due diligence process, and information about its supply chain such as the names and locations of smelters and refiners and the origin of 3TG used by those facilities. The CMRT is regarded as the most common reporting tool for conflict minerals content and sourcing information worldwide, developed by several of the world’s leading consumer electronics companies.
Utilizing a third-party service provider to assist with our RCOI, our service provider reviewed the responses received to the questionnaires for completeness and consistency of answers. Suppliers were required to provide corrections and clarifications where needed. Our service provider also performed smelter/refiner validation based on the names of the provided smelter/refiner. Based on the RCOI, we do not have sufficient information from our direct suppliers to determine the sources of the necessary 3TG contained in the products we manufacture for our customers.
We believe our RCOI process was reasonably designed and performed in good faith, but there are inherent limitations in the information provided to us by third parties, including the possibility of information being inaccurate, incomplete or falsified despite our efforts to validate and confirm the information.
III. Due Diligence Program
We designed our overall conflict minerals procedures based on, and in conformity with the five-step framework of set forth in the Second Edition of the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. We implemented appropriate elements of the five-step framework as were reasonably applied to our circumstances and position in the supply chain as a “downstream” company with little to no direct influence on smelters/refiners. The five-step framework consists of:
(1) Establish strong company management systems:
•We adopted and published our Conflict Minerals Sourcing Policy, a copy of which is publicly available on our website at fabrinet.com/services/supply-chain.
•We created a conflict minerals task force led by our supply chain management organization to implement our Conflict Minerals Sourcing Policy.
•We communicated our Conflict Minerals Sourcing Policy to our direct suppliers.
•We have conducted awareness sessions concerning the commitments and requirements expected of our suppliers.
(2) Identify and assess risks in the supply chain:
•We identified direct suppliers that supply product or material that may contain conflict minerals.
•We engaged a third-party service provider to perform the RCOI as follows:
–conducted supplier surveys using the CMRT
–reviewed responses to the CMRT for completeness and consistency of answers. Suppliers were required to provide corrections and clarifications where needed.
–compared smelters and refiners identified by suppliers to the Responsible Minerals Initiative’s (“RMI”) list of validated conflict free facilities for initial risk screening.
(3) Design and implement a strategy to respond to identified risks:
•We reported to senior management on direct suppliers’ responses to our conflict minerals information requests, including updates on monitoring and tracking corrective action and risk mitigation efforts (where applicable).
•Using a third-party service, we compared smelters and refiners identified by suppliers to the RMI lists of validated conflict free and verified facilities and the U.S. Department of Commerce “Reporting Requirements Under Section 1502(d)(3)(C) of the Dodd-Frank Act World-Wide Conflict Mineral Processing Facilities” and conducted our own supplemental research on smelters and refiners.
•We developed a risk mitigation plan that allows for continued trade with a supplier during the supplier’s risk mitigation efforts.
(4) Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain:
•We do not perform or direct audits of 3TG smelters or refiners. We rely on audits conducted by third parties through our membership in the RBA, supplier self-disclosures of certification status, and our policy and procurement practices that encourage suppliers to purchase materials from audited smelters and refiners.
(5) Report on supply chain due diligence:
•We communicated our Conflict Minerals Report on our website at fabrinet.com/services/supply-chain.
IV. Product Determination
We received inconclusive data from our direct suppliers, and our material source information is still developing. Therefore, we are unable to make a definitive determination about the sources of 3TG in the products we manufacture for our customers. At the same time, we received no information from our direct suppliers indicating that the 3TG in our Covered Products (as defined below) directly or indirectly financed or benefited armed groups in the Democratic Republic of the Congo and the adjoining countries of Angola, Burundi, the Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia. Some suppliers disclosed to us that scrap or recycled sources of 3TG were identified in their supply chains and did not require due diligence.
V. Product Description
Our customer base includes companies in complex industries that require advanced precision manufacturing capabilities, such as optical communications, industrial lasers and sensors. The products that we manufacture for our OEM customers include: selective switching products; tunable lasers, transponders and transceivers; active optical cables; solid state, diode-pumped, gas and fiber lasers; and sensors (collectively, the “Covered Products”).
We identified the following smelters and refiners that have achieved Conflict Free designation by the RMI or an audit program with which RMI has mutual recognition, are actively in the process of obtaining the designations, or for which we independently obtained country of origin information. We were unable to definitively link the identified smelters and refiners to only those products and materials in our supply chain; therefore, the following list likely contains more processing facilities than are actually in our supply chain or Covered Products.
Mineral | Verified Smelters | ||||
| Gold | Advanced Chemical Company | ||||
| Gold | Aida Chemical Industries Co., Ltd. | ||||
| Gold | Agosi AG | ||||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | ||||
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao | ||||
| Gold | Argor-Heraeus S.A. | ||||
| Gold | Asahi Pretec Corp. | ||||
| Gold | Asaka Riken Co., Ltd. | ||||
| Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | ||||
| Gold | Aurubis AG | ||||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | ||||
| Gold | Boliden AB | ||||
| Gold | C. Hafner GmbH + Co. KG | ||||
| Gold | CCR Refinery - Glencore Canada Corporation | ||||
| Gold | Chimet S.p.A. | ||||
| Gold | Chugai Mining | ||||
| Gold | DSC (Do Sung Corporation) | ||||
| Gold | Dowa | ||||
| Gold | Eco-System Recycling Co., Ltd. East Plant | ||||
| Gold | LT Metal Ltd. | ||||
| Gold | Heimerle + Meule GmbH | ||||
| Gold | Heraeus Metals Hong Kong Ltd. | ||||
| Gold | Heraeus Germany GmbH Co. KG | ||||
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | ||||
| Gold | Ishifuku Metal Industry Co., Ltd. | ||||
| Gold | Istanbul Gold Refinery | ||||
| Gold | Japan Mint | ||||
| Gold | Jiangxi Copper Co., Ltd. | ||||
| Gold | Asahi Refining USA Inc. | ||||
| Gold | Asahi Refining Canada Ltd. | ||||
| Gold | JX Nippon Mining & Metals Co., Ltd. | ||||
| Gold | Kazzinc | ||||
| Gold | Kennecott Utah Copper LLC | ||||
| Gold | Kojima Chemicals Co., Ltd. | ||||
| Gold | L'azurde Company For Jewelry | ||||
| Gold | LS-NIKKO Copper Inc. | ||||
| Gold | Materion | ||||
| Gold | Matsuda Sangyo Co., Ltd. | ||||
| Gold | Metalor Technologies (Suzhou) Ltd. | ||||
| Gold | Metalor Technologies (Hong Kong) Ltd. | ||||
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | ||||
| Gold | Metalor Technologies S.A. | ||||
| Gold | Metalor USA Refining Corporation | ||||
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | ||||
| Gold | Mitsubishi Materials Corporation | ||||
| Gold | Mitsui Mining and Smelting Co., Ltd. | ||||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | ||||
| Gold | Navoi Mining and Metallurgical Combinat | ||||
| Gold | Nihon Material Co., Ltd. | ||||
| Gold | Ohura Precious Metal Industry Co., Ltd. | ||||
| Gold | MKS PAMP SA | ||||
| Gold | PT Aneka Tambang (Persero) Tbk | ||||
| Gold | PX Precinox S.A. | ||||
| Gold | Rand Refinery (Pty) Ltd. | ||||
| Gold | Royal Canadian Mint | ||||
| Gold | SEMPSA Joyeria Plateria S.A. | ||||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | ||||
| Gold | Sichuan Tianze Precious Metals Co., Ltd. | ||||
| Gold | Solar Applied Materials Technology Corp. | ||||
| Gold | Sumitomo Metal Mining Co., Ltd. | ||||
| Gold | Tanaka Kikinzoku Kogyo K.K. | ||||
| Gold | Shandong Gold Smelting Co., Ltd. | ||||
| Gold | Tokuriki Honten Co., Ltd. | ||||
| Gold | Torecom | ||||
| Gold | Umicore S.A. Business Unit Precious Metals Refining | ||||
| Gold | United Precious Metal Refining, Inc. | ||||
| Gold | Valcambi S.A. | ||||
| Gold | Western Australian Mint (T/a The Perth Mint) | ||||
| Gold | Yamakin Co., Ltd. | ||||
| Gold | Yokohama Metal Co., Ltd. | ||||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | ||||
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | ||||
| Gold | SAFINA A.S. | ||||
| Gold | MMTC-PAMP India Pvt., Ltd. | ||||
| Gold | KGHM Polska Miedz Spolka Akcyjna | ||||
| Gold | T.C.A S.p.A | ||||
| Gold | REMONDIS PMR B.V. | ||||
| Gold | Korea Zinc Co., Ltd. | ||||
| Gold | TOO Tau-Ken-Altyn | ||||
| Gold | Abington Reldan Metals, LLC | ||||
| Gold | L'Orfebre S.A. | ||||
| Gold | Italpreziosi | ||||
| Gold | WIELAND Edelmetalle GmbH | ||||
| Gold | Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH | ||||
| Gold | Bangalore Refinery | ||||
| Gold | SungEel HiMetal Co., Ltd. | ||||
| Gold | Planta Recuperadora de Metales SpA | ||||
| Gold | NH Recytech Company | ||||
| Gold | Eco-System Recycling Co., Ltd. North Plant | ||||
| Gold | Eco-System Recycling Co., Ltd. West Plant | ||||
| Gold | Metal Concentrators SA (Pty) Ltd. | ||||
| Gold | WEEEREFINING | ||||
| Gold | Gold by Gold Colombia | ||||
| Gold | Coimpa Industrial LTDA | ||||
| Gold | GG Refinery Ltd. | ||||
| Gold | Boliden AB | ||||
| Gold | C. Hafner GmbH + Co. KG | ||||
| Gold | CCR Refinery - Glencore Canada Corporation | ||||
| Gold | Chimet S.p.A. | ||||
| Gold | Chugai Mining | ||||
| Gold | DSC (Do Sung Corporation) | ||||
| Gold | Dowa | ||||
| Gold | Eco-System Recycling Co., Ltd. East Plant | ||||
| Gold | LT Metal Ltd. | ||||
| Gold | Heimerle + Meule GmbH | ||||
| Gold | Heraeus Metals Hong Kong Ltd. | ||||
| Gold | Heraeus Germany GmbH Co. KG | ||||
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | ||||
| Gold | Ishifuku Metal Industry Co., Ltd. | ||||
| Gold | Istanbul Gold Refinery | ||||
| Gold | Japan Mint | ||||
| Gold | Jiangxi Copper Co., Ltd. | ||||
| Gold | Asahi Refining USA Inc. | ||||
| Gold | Asahi Refining Canada Ltd. | ||||
| Gold | JX Nippon Mining & Metals Co., Ltd. | ||||
| Gold | Kazzinc | ||||
| Gold | Kennecott Utah Copper LLC | ||||
| Gold | Kojima Chemicals Co., Ltd. | ||||
| Gold | L'azurde Company For Jewelry | ||||
| Gold | LS-NIKKO Copper Inc. | ||||
| Gold | Materion | ||||
| Gold | Matsuda Sangyo Co., Ltd. | ||||
| Gold | Metalor Technologies (Suzhou) Ltd. | ||||
| Gold | Metalor Technologies (Hong Kong) Ltd. | ||||
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | ||||
| Gold | Metalor Technologies S.A. | ||||
| Gold | Metalor USA Refining Corporation | ||||
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | ||||
| Gold | Mitsubishi Materials Corporation | ||||
| Gold | Mitsui Mining and Smelting Co., Ltd. | ||||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | ||||
| Gold | Navoi Mining and Metallurgical Combinat | ||||
| Gold | Nihon Material Co., Ltd. | ||||
| Gold | Ohura Precious Metal Industry Co., Ltd. | ||||
| Gold | MKS PAMP SA | ||||
| Gold | PT Aneka Tambang (Persero) Tbk | ||||
| Gold | PX Precinox S.A. | ||||
| Gold | Rand Refinery (Pty) Ltd. | ||||
| Gold | Royal Canadian Mint | ||||
| Gold | SEMPSA Joyeria Plateria S.A. | ||||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | ||||
| Gold | Sichuan Tianze Precious Metals Co., Ltd. | ||||
| Gold | Solar Applied Materials Technology Corp. | ||||
| Gold | Sumitomo Metal Mining Co., Ltd. | ||||
| Gold | Tanaka Kikinzoku Kogyo K.K. | ||||
| Gold | Shandong Gold Smelting Co., Ltd. | ||||
| Gold | Tokuriki Honten Co., Ltd. | ||||
| Gold | Torecom | ||||
| Gold | Umicore S.A. Business Unit Precious Metals Refining | ||||
| Gold | United Precious Metal Refining, Inc. | ||||
| Gold | Valcambi S.A. | ||||
| Gold | Western Australian Mint (T/a The Perth Mint) | ||||
| Gold | Yamakin Co., Ltd. | ||||
| Gold | Yokohama Metal Co., Ltd. | ||||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | ||||
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | ||||
| Gold | SAFINA A.S. | ||||
| Gold | MMTC-PAMP India Pvt., Ltd. | ||||
| Gold | KGHM Polska Miedz Spolka Akcyjna | ||||
| Gold | T.C.A S.p.A | ||||
| Gold | REMONDIS PMR B.V. | ||||
| Gold | Korea Zinc Co., Ltd. | ||||
| Gold | TOO Tau-Ken-Altyn | ||||
| Gold | Abington Reldan Metals, LLC | ||||
| Gold | L'Orfebre S.A. | ||||
| Gold | Italpreziosi | ||||
| Gold | WIELAND Edelmetalle GmbH | ||||
| Gold | Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH | ||||
| Gold | Bangalore Refinery | ||||
| Gold | SungEel HiMetal Co., Ltd. | ||||
| Gold | Planta Recuperadora de Metales SpA | ||||
| Gold | NH Recytech Company | ||||
| Gold | Eco-System Recycling Co., Ltd. North Plant | ||||
| Gold | Eco-System Recycling Co., Ltd. West Plant | ||||
| Gold | Metal Concentrators SA (Pty) Ltd. | ||||
| Gold | WEEEREFINING | ||||
| Tantalum | RFH Yancheng Jinye New Material Technology Co., Ltd. | ||||
| Tantalum | 5D Production OU | ||||
| Tin | PT Putera Sarana Shakti (PT PSS) | ||||
| Tin | Malaysia Smelting Corporation Berhad (Port Klang) | ||||
| Tungsten | HANNAE FOR T Co., Ltd. | ||||
| Tungsten | Tungsten Vietnam Joint Stock Company | ||||
| Tungsten | Nam Viet Cromit Joint Stock Company | ||||
| Tungsten | DONGKUK INDUSTRIES CO., LTD. | ||||
| Tungsten | Lianyou Resources Co., Ltd. | ||||
| Tungsten | Shinwon Tungsten (Fujian Shanghang) Co., Ltd. | ||||
| Tungsten | Kenee Mining Corporation Vietnam | ||||
| Tungsten | HANNAE FOR T Co., Ltd. | ||||
| Tungsten | Tungsten Vietnam Joint Stock Company | ||||
| Tungsten | Nam Viet Cromit Joint Stock Company | ||||
| Tungsten | DONGKUK INDUSTRIES CO., LTD. | ||||
| Tungsten | Lianyou Resources Co., Ltd. | ||||
VI. Countries of Origin Identified
Andorra, Australia, Austria, Belgium, Bermuda, Bolivia, Brazil, Canada, Chile, China, Colombia, Czechia, Estonia, France, Georgia, Germany, India, Indonesia, Ireland, Israel, Italy, Japan, Kazakhstan, Korea (Republic of), Malaysia, Mexico, Mongolia, Morocco, Mozambique, Netherlands, Peru, Philippines, Poland, Saudi Arabia, Senegal, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan, Tanzania, Thailand, Turkey, United States, Uzbekistan, Vietnam. Covered Countries were identified only for RMI audited facilities.
VII. Steps to Improve Due Diligence
We will continue to communicate our expectations and information requirements to our direct suppliers. We will also continue to monitor changes in circumstances that may impact the facts or our determination. Over time, we anticipate that the amount of information globally on the traceability and sourcing of these minerals will increase and improve our knowledge. We will continue to make inquiries to our direct suppliers and undertake additional fact and risk assessments where potentially relevant changes in facts or circumstances are identified. New products will be reviewed for conflict minerals conformance during initial qualification. If we become aware of a supplier whose due diligence needs improvement, we intend to continue the trade relationship while that supplier improves
its performance. We expect our suppliers to take similar measures with their suppliers to ensure alignment throughout the supply chain.
VIII. Independent Private Sector Audit
Not required for calendar year 2023.