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 | Not applicable | ||
| (State of other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town
Grand Cayman
KY1-9005
Cayman Islands
(Address of principal executive offices)
Toh-Seng Ng
Chief Financial Officer
66-81-948-1663
(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:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013. |
Section 1 - Conflict Minerals Disclosure
| Item 1.01 | Conflict Minerals Disclosure and Report |
A copy of the Conflict Minerals Report of Fabrinet (“Fabrinet” or the “Company”) is filed as Exhibit 1.02 hereto and is publicly available at http://www.fabrinet.com/conflict_minerals_report.html.
The full text of Fabrinet’s Conflict Minerals Policy is publicly available at http://www.fabrinet.com/conflict_minerals_statement.html.
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 1.02 to this Form SD.
Section 2 - Exhibits
| Item 2.01 | Exhibits |
| Exhibit |
Description | |
| 1.02 | Fabrinet Conflict Minerals Report for Calendar Year 2013. | |
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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/ Toh-Seng Ng |
5/30/14 | ||||
| Toh-Seng Ng | (Date) | |||||
| Executive Vice President, Chief Financial Officer | ||||||
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Exhibit 1.02
FABRINET
CONFLICT MINERALS REPORT
YEAR ENDED DECEMBER 31, 2013
| 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 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, advanced packaging, integration, final assembly and test. Certain Fabrinet products 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 undertaken to identify the country(ies) or origin of those ores reflect our circumstances and position in the supply chain. The amount of information available globally on the traceability and sourcing of these ores is extremely limited at this time; this situation is not unique to us. We have taken steps we believe to be reasonable under the circumstances to identify the applicable smelters and refiners of such 3TG metals in our supply chain; however, we believe that the smelters and refiners of the 3TG contained in our products are best situated to identify the sources and countries of origin of the 3TG.
We do not directly manufacture products but “contract to manufacture” from our suppliers branded and generic products containing 3TG. The efforts were undertaken on the exclusive and/or privately-branded products sourced directly by, and manufactured for, us in 2013.
| II. | Reasonable Country of Origin Inquiry (RCOI) |
Direct suppliers were asked to provide answers to the Electronic Industry Citizenship Coalition-Global e-Sustainability Initiative (EICC-GeSI) Conflict Minerals Common Reporting Template reflecting Fabrinet’s position on the supply chain. The EICC-GeSI Conflict Minerals Common Reporting Template 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.
We reviewed questionnaires received and reviewed them for completeness and consistency of answers. Suppliers were required to provide corrections and clarifications where needed.
As such, 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.
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| III. | Due Diligence Program |
We designed our overall conflict minerals procedures based on, and in conformity with the five step framework of OECD (2011), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the supplements on tin, tantalum, tungsten and gold (the “Guidance”). The five step framework consists of:
(1) Establish strong company management systems
| • | We have created a Conflict Mineral Task Force led by our Supply Chain Management organization to implement our Conflict Mineral Sourcing Policy |
| • | We have published our Conflict Mineral Sourcing Policy, a copy of which is publicly available at our website <http://www.fabrinet.com/conflict_minerals_statement.html> |
| • | We have communicated our policy on Conflict Minerals to 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 conducted supplier surveys using the EICC-GeSI Conflict Minerals Common Reporting Template (“CMRT”) |
| • | We reviewed CMRT received for completeness and consistency of answers. Suppliers were required to provide corrections and clarifications where needed |
| • | We compared smelters and refiners identified by suppliers to the CFSI list of validated conflict free facilities |
(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) |
| • | 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 supported the development and implementation of independent third party audits of smelter/refiner’s sourcing through our policy and procurement practices that encourage suppliers to purchase materials from audited smelters/refiners |
| • | We supported EICC Conflict Free Sourcing Initiative which directly supports and implements third party audits of smelters/refiners |
(5) Report on supply chain due diligence
| • | We communicated our conflict mineral report on our company website at http://www.fabrinet.com/conflict_minerals_report.html |
We implemented appropriate elements of the Guidance 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.
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| IV. | Product Determination |
We conducted survey with our identified suppliers and approximately 90% of our suppliers responded. We received inconclusive data from our direct suppliers and materials sources indicating that the 3TG originated in the Covered Countries.
| 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 transponders and transceivers; active optical cables; solid state, diode-pumped, gas and fiber lasers; and sensors.
We compared smelters and refiners identified by our suppliers to the CFSI list of validated conflict free facilities. Of the 224 smelters/refiners identified by our suppliers, 181 of those smelters/refiners are in the CFSI list.
Below is the identified smelters and refineries list:
| Metal |
Smelter Names | |
| Gold |
Academy Precious Metals (China) Co. LTD | |
| Gold |
Aida Chemical Industries Co. Ltd. | |
| Gold |
Allgemeine Gold- und Silberscheideanstalt A.G. | |
| Gold |
Almalyk Mining and Metallurgical Complex (AMMC) | |
| Gold |
AngloGold Ashanti Mineração Ltda | |
| Gold |
Argor-Heraeus SA | |
| Gold |
Asahi Pretec Corporation | |
| 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 |
Caridad | |
| Gold |
Cendres & Métaux SA | |
| Gold |
Central Bank of the DPR of Korea | |
| Gold |
Changzhou Chemical Research Institute Co. Ltd. | |
| Gold |
Chimet SpA | |
| Gold |
China Gold | |
| Gold |
China National Gold Group (Henan) | |
| Gold |
Chugai Mining | |
| Gold |
Codelco | |
| Gold |
Cookson Group |
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| Gold | CV Nurjanah | |
| Gold | Daejin Indus Co. Ltd | |
| Gold | DaeryongENC | |
| Gold | Do Sung Corporation | |
| Gold | Dowa | |
| Gold | FSE Novosibirsk Refinery | |
| Gold | Guangdong macro jin precious metal smelting plant | |
| Gold | H.C. Starck GmbH | |
| Gold | Harima Smelter | |
| Gold | Harmony Gold Refinery | |
| Gold | HeeSung | |
| Gold | Heesung Metal Ltd | |
| Gold | Heimerle + Meule GmbH | |
| Gold | Heraeus (zhaoyuan)Precious Metal Materials Co., Ltd. | |
| Gold | Heraeus Ltd Hong Kong | |
| Gold | Heraeus Ltd. – Canada | |
| Gold | Heraeus Ltd. - USA Heraeus Precious Metals, Inc, USA | |
| Gold | Heraeus Precious Metals GmbH & Co. KG | |
| Gold | Heraeus Zhaoyuan (Changshu) Electronic Material Co., Ltd. | |
| Gold | Hon Hai | |
| Gold | Hwasung CJ Co. Ltd | |
| Gold | Imicore / Unicore SA Umicore SA Business Unit Precious Metals Refining | |
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | |
| Gold | Ishifuku Metal Industry Co., Ltd. | |
| Gold | Istanbul Gold Refinery | |
| Gold | Japan Mint | |
| Gold | Japan Pure Chemcial | |
| Gold | Jiangxi Copper Company Limited | |
| Gold | Jinfeng Gold Mine Smelter | |
| Gold | Johnson Matthey Inc | |
| Gold | Johnson Matthey Limited | |
| Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | |
| Gold | JSC Uralectromed | |
| Gold | JX Nippon Mining & Metals Co., Ltd | |
| Gold | Kazzinc Ltd | |
| Gold | Kennecott Utah Copper | |
| Gold | Kojima Chemicals Co. Ltd | |
| Gold | Korea Metal Co. Ltd | |
| Gold | Kunshan Jinli chemical industry reagents co.,Ltd. |
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| Gold | Kyrgyzaltyn JSC | |
| Gold | L’ azurde Company For Jewelry | |
| Gold | La Caridad | |
| Gold | London Metal Exchange (LME) | |
| Gold | LS- Nikko, Japan | |
| Gold | LS-Nikko Copper Inc | |
| Gold | Malaysia Smelting Corporation Berhad | |
| Gold | Materion | |
| Gold | Matsuda Sangyo Co. Ltd | |
| Gold | Metalor Technologies (Hong Kong) Ltd | |
| Gold | Metalor Technologies SA | |
| Gold | Metalor USA Refining Corporation | |
| Gold | Met-Mex Peñoles, S.A. | |
| Gold | Minsur | |
| Gold | Mitsubishi Materials Corporation | |
| Gold | Mitsui Mining and Smelting Co., Ltd. | |
| Gold | Moscow Special Alloys Processing Plant | |
| Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. | |
| Gold | Navoi Mining and Metallurgical Combinat | |
| Gold | Nihon Material Co. LTD | |
| Gold | Ohio Precious Metals LLC. | |
| Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | |
| Gold | OJSC Kolyma Refinery | |
| Gold | PAMP SA | |
| Gold | Pan Pacific Copper Co. LTD | |
| Gold | Prioksky Plant of Non-Ferrous Metals | |
| Gold | PT Aneka Tambang (Persero) Tbk | |
| Gold | PT Tambang Timah | |
| Gold | PX Précinox SA | |
| Gold | Rand Refinery (Pty) Ltd | |
| Gold | Royal Canadian Mint | |
| Gold | Sabin Metal Corp. | |
| Gold | SAMWON Metals Corp. | |
| Gold | Schone Edelmetaal | |
| Gold | SEMPSA Joyeria Plateria SA | |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | |
| Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | |
| Gold | Solar Applied Materials Technology Corp. | |
| Gold | Sumitomo Metal Mining Co. Ltd. | |
| Gold | Suzhou Xingrui Noble | |
| Gold | Tanaka Kikinzoku Kogyo K.K. |
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| Gold | The Great Wall Gold and Silver Refinery of China | |
| Gold | The Refinery of Shandong Gold Mining Co. Ltd | |
| Gold | Tokuriki Honten Co. Ltd | |
| Gold | Torecom | |
| Gold | Umicore Brasil Ltda | |
| Gold | Umicore SA Business Unit Precious Metals Refining | |
| Gold | United Precious Metal Refining, Inc. | |
| Gold | Valcambi SA | |
| Gold | Western Australian Mint trading as The Perth Mint | |
| Gold | Xstrata Canada Corporation | |
| Gold | Yokohama Metal Co Ltd | |
| Gold | Yunnan Chengfeng | |
| Gold | Yunnan Tin Company Limited | |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | |
| Gold | Zijin Mining Group Co. Ltd | |
| Metal |
Smelter Names | |
| Tantalum | Conghua Tantalum and Niobium Smeltry | |
| Tantalum | Duoluoshan | |
| Tantalum | Exotech Inc. | |
| Tantalum | F&X | |
| Tantalum | Gannon & Scott | |
| Tantalum | Global Advanced Metals | |
| Tantalum | H.C. Starck GmbH | |
| Tantalum | Hi-Temp | |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co. Ltd. | |
| Tantalum | JiuJiang Tambre Co. Ltd. | |
| Tantalum | Kemet Blue Powder | |
| Tantalum | Mitsui Mining & Smelting | |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | |
| Tantalum | Plansee | |
| Tantalum | RFH | |
| Tantalum | Solikamsk Metal Works | |
| Tantalum | Taki Chemicals | |
| Tantalum | Tantalite Resources | |
| Tantalum | Telex | |
| Tantalum | Ulba | |
| Tantalum | Zhuzhou Cement Carbide | |
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| Metal |
Smelter Names | |
| Tin | AIM | |
| Tin | ATI Tungsten Materials | |
| Tin | China Tin Lai Ben Smelter Co., Ltd. | |
| Tin | CNMC (Guangxi) PGMA Co. Ltd. | |
| Tin | Cookson | |
| Tin | Cooper Santa | |
| Tin | CV Duta Putra Bangka | |
| Tin | CV JusTindo | |
| Tin | CV Makmur Jaya | |
| Tin | CV Prima Timah Utama | |
| Tin | CV Serumpun Sebalai | |
| Tin | CV United Smelting | |
| Tin | Daewoo International | |
| Tin | EM Vinto | |
| Tin | Feinhütte Halsbrücke GmbH | |
| Tin | Fenix Metals | |
| Tin | Geiju Non-Ferrous Metal Processing Co. Ltd. | |
| Tin | Gejiu Zi-Li | |
| Tin | Gold Bell Group | |
| Tin | Huichang Jinshunda Tin Co. Ltd | |
| Tin | Jiangxi Nanshan | |
| Tin | Linwu Xianggui Smelter Co | |
| Tin | Liuzhou China Tin | |
| Tin | Malaysia Smelting Corporation (MSC) | |
| Tin | Metallic Material Branch of Guangxi China Tin Group Co. Ltd. | |
| Tin | Metallo Chimique | |
| Tin | Mineração Taboca S.A. | |
| Tin | Minmetals Ganzhou Tin Co. Ltd. | |
| Tin | Minsur | |
| Tin | Mitsubishi Materials Corporation | |
| Tin | Novosibirsk Integrated Tin Works | |
| Tin | OMSA | |
| Tin | PT Alam Lestari Kencana | |
| Tin | PT Artha Cipta Langgeng | |
| Tin | PT Babel Inti Perkasa | |
| Tin | PT Babel Surya Alam Lestari | |
| Tin | PT Bangka Kudai Tin | |
| Tin | PT Bangka Putra Karya | |
| Tin | PT Bangka Timah Utama Sejahtera | |
| Tin | PT Belitung Industri Sejahtera | |
| Tin | PT BilliTin Makmur Lestari |
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| Tin | PT Bukit Timah | |
| Tin | PT DS Jaya Abadi | |
| Tin | PT Eunindo Usaha Mandiri | |
| Tin | PT Fang Di MulTindo | |
| Tin | PT HP Metals Indonesia | |
| Tin | PT Koba Tin | |
| Tin | PT Mitra Stania Prima | |
| Tin | PT Refined Banka Tin | |
| Tin | PT Sariwiguna Binasentosa | |
| Tin | PT Stanindo Inti Perkasa | |
| Tin | PT Sumber Jaya Indah | |
| Tin | PT Tambang Timah | |
| Tin | PT Timah | |
| Tin | PT Timah Nusantara | |
| Tin | PT Tinindo Inter Nusa | |
| Tin | PT Yinchendo Mining Industry | |
| Tin | Thaisarco | |
| Tin | White Solder Metalurgia | |
| Tin | Yunnan Chengfeng | |
| Tin | Yunnan Tin Company Limited | |
| Metal |
Smelter Names | |
| Tungsten | A.L.M.T. Corp. | |
| Tungsten | ATI Tungsten Materials | |
| Tungsten | Chaozhou Xianglu Tungsten Industry Co Ltd | |
| Tungsten | China Minmetals Nonferrous Metals Co Ltd | |
| Tungsten | Chongyi Zhangyuan Tungsten Co Ltd | |
| Tungsten | Dayu Weiliang Tungsten Co., Ltd. | |
| Tungsten | Ganzhou Grand Sea W & Mo Group Co Ltd | |
| Tungsten | Ganzhou Huaxing Tungsten | |
| Tungsten | Global Tungsten & Powders Corp | |
| Tungsten | HC Starck GmbH | |
| Tungsten | Hitachi Metals, Ltd., Yasugi Works | |
| Tungsten | Hunan Chenzhou Mining Group Co | |
| Tungsten | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | |
| Tungsten | Japan New Metals Co Ltd | |
| Tungsten | Jiangxi Rare Earth & Rare Metals Tungsten Group Corp | |
| Tungsten | Jiangxi Tungsten Industry Group Co Ltd | |
| Tungsten | Mitsui Mining & Smelting Co., Ltd | |
| Tungsten | Nanchang Cemented Carbide Limited Liability Company | |
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| Tungsten | Sandvik Material Technology | |
| Tungsten | Wolfram Bergbau und Hütten AG | |
| Tungsten | Wolfram Company CJSC | |
| Tungsten | Xiamen Golden Egret Speical Alloy Co., Ltd | |
| Tungsten | Xiamen Tungsten Co Ltd | |
| Tungsten | Zhuzhou Cemented Carbide Group Co Ltd |
Countries of origin of the conflict minerals these facilities process are believe to include:
Argentina, Armenia, Australia, Austria, Belgium, Bolivia, Brazil, Bulgaria, Burundi, Cambodia, Canada, Chile, China, Colombia, DRC, Ecuador, Egypt, Eritrea, Estonia, Ethiopia, Fiji, Finland, Georgia, Germany, Ghana, Guatemala, Honduras, Hong Kong, India, Indonesia, Japan, Kazakhstan, Republic of Korea, Laos People’s Democratic Republic, Malaysia, Mali, Mexico, Mongolia, Mozambique, New Zealand, Nicaragua, Niger, Nigeria, Panama, Papua New Guinea, Peru, Philippines, Portugal, Russian Federation, Rwanda, Saudi Arabia, Singapore, Solomon Islands, Somalia, South Africa, Spain, South Sudan, Suriname, Switzerland, Taiwan, United Republic of Tanzania, Thailand, Turkey, United Kingdom, United States, Uruguay, Uzbekistan, Venezuela, Vietnam and Zimbabwe.
| VI. | 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 ores 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 suppliers will be reviewed for conflict minerals conformance during initial business reviews. 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.
| VII. | Independent Private Sector Audit |
Not required for calendar year 2013.
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