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, 2014. |
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 1.01 hereto and is publicly available at http://www.fabrinet.com/conflict_minerals_report.html.
The full text of Fabrinet’s Conflict Minerals Sourcing 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 1.01 to this Form SD.
Section 2 - Exhibits
| Item 2.01 | Exhibits |
| Exhibit No. |
Description | |
| 1.01 | Fabrinet Conflict Minerals Report for Calendar Year 2014. | |
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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 |
May 29, 2015 | ||||
| Toh-Seng Ng | (Date) | |||||
| Executive Vice President, Chief Financial Officer | ||||||
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Exhibit 1.01
FABRINET
CONFLICT MINERALS REPORT
YEAR ENDED DECEMBER 31, 2014
| 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 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 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 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 the products we manufacture for our customers are best situated to identify the sources and countries of origin of the 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 2014.
| II. | Reasonable Country of Origin Inquiry (RCOI) |
Direct suppliers were asked to provide answers to the Electronic Industry Citizenship Coalition (EICC) / Global e-Sustainability Initiative (GeSI) Conflict Minerals Common Reporting Template reflecting Fabrinet’s position on the supply chain (the “EICC Template”). The EICC Template 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 EICC 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 for completeness and consistency of answers. Suppliers were required to provide corrections and clarifications where needed. Based on the RCOI, we do not have sufficient information from our direct suppliers to determine the source 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.
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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 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 have adopted and published our Conflict Minerals Sourcing Policy, a copy of which is publicly available on our website at http://www.fabrinet.com/conflict_minerals_statement.html. |
| • | We have created a conflict minerals task force led by our supply chain management organization to implement our Conflict Minerals Sourcing Policy. |
| • | We have communicated our Conflict Minerals Sourcing Policy 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 Template, with approximately 90% of our surveyed suppliers responding. |
| • | We reviewed responses to the EICC Template 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 Conflict-Free Sourcing Initiative’s (“CFSI”) 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 CFSI 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” (http://www.ita.doc.gov/td/forestprod/DOC-ConflictMineralReport.pdf) 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 |
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| • | 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 EICC, 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 company website at http://www.fabrinet.com/conflict_minerals_report.html. |
| IV. | Product Determination |
We received inconclusive data from our direct suppliers, and material source information is still developing. Therefore, we are unable to make a definitive determination about the source 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 benefitted 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/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 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 CFSI or an audit program with which CFSI 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.
| Metal |
Smelter Names | |
| Gold | Aida Chemical Industries Co. Ltd. | |
| Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | |
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | |
| Gold | AngloGold Ashanti Córrego do Sítio Minerção | |
| Gold | Argor-Heraeus SA | |
| Gold | Asahi Pretec Corporation | |
| Gold | Bauer Walser AG | |
| Gold | Boliden AB |
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| Metal |
Smelter Names | |
| Gold | C. Hafner GmbH + Co. KG | |
| Gold | Caridad | |
| Gold | CCR Refinery - Glencore Canada Corporation | |
| Gold | Chimet S.p.A. | |
| Gold | China National Gold Group Corporation | |
| Gold | Colt Refining | |
| Gold | Daejin Indus Co. Ltd | |
| Gold | Do Sung Corporation | |
| Gold | Doduco | |
| Gold | Dowa Mining Co., Ltd. | |
| Gold | Eco-System Recycling Co., Ltd. | |
| Gold | FSE Novosibirsk Refinery | |
| Gold | Guangdong Jinding Gold Limited | |
| Gold | Heimerle + Meule GmbH | |
| Gold | Heraeus Ltd. Hong Kong | |
| Gold | Heraeus Precious Metals GmbH & Co. KG | |
| Gold | Hwasung CJ Co. Ltd | |
| 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 | Jiangxi Copper Company Limited | |
| Gold | Johnson Matthey Inc | |
| Gold | Johnson Matthey Ltd | |
| Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant | |
| Gold | JSC Uralelectromed | |
| Gold | JX Nippon Mining & Metals Co., Ltd. | |
| Gold | Kazzinc Inc. | |
| Gold | Kennecott Utah Copper LLC | |
| Gold | Kojima Chemicals Co., Ltd | |
| Gold | Korea Metal Co. Ltd | |
| Gold | Kyrgyzaltyn JSC | |
| Gold | L’ azurde Company For Jewelry | |
| Gold | Lingbao Jinyuan Tonghui Refinery Co. Ltd. | |
| Gold | LS-NIKKO Copper Inc. | |
| Gold | Materion | |
| Gold | Matsuda Sangyo Co., Ltd. | |
| Gold | Metalor Technologies (Hong Kong) Ltd | |
| Gold | Metalor Technologies (Singapore) Pte. Ltd. | |
| Gold | Metalor Technologies SA | |
| Gold | Metalor USA Refining Corporation |
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| Metal |
Smelter Names | |
| Gold | Met-Mex Peñoles, S.A. | |
| 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 | Ohura Precious Metal Industry Co., Ltd | |
| Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) | |
| Gold | OJSC Kolyma Refinery | |
| Gold | PAMP SA | |
| Gold | Prioksky Plant of Non-Ferrous Metals | |
| Gold | PT Aneka Tambang (Persero) Tbk | |
| Gold | PX Précinox SA | |
| Gold | Rand Refinery (Pty) Ltd | |
| Gold | Royal Canadian Mint | |
| Gold | Sabin Metal Corp. | |
| Gold | SAMWON METALS Corp. | |
| Gold | Schöne Edelmetaal B.V. | |
| Gold | SEMPSA Joyería Platería SA | |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd | |
| Gold | So Accurate Group, Inc. | |
| Gold | SOE Shyolkovsky Factory of Secondary Precious Metals | |
| Gold | Solar Applied Materials Technology Corp. | |
| Gold | Sumitomo Metal Mining Co., Ltd. | |
| Gold | Tanaka Kikinzoku Kogyo K.K. | |
| 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 | TongLing Nonferrous Metals Group Holdings Co., Ltd. | |
| Gold | Torecom | |
| Gold | Umicore Brasil Ltda | |
| Gold | Umicore Precious Metals Thailand | |
| 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 | Yamamoto Precious Metal Co., Ltd. | |
| Gold | Yantai Guodasafina High-tech Environmental Refinery CO., Ltd. | |
| Gold | Yokohama Metal Co Ltd |
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| Metal |
Smelter Names | |
| Gold | Yunnan Copper Industry Co Ltd | |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | |
| Gold | Zijin Mining Group Co. Ltd | |
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | |
| Tantalum | Conghua Tantalum and Niobium Smeltry | |
| Tantalum | Duoluoshan Sapphire Rare Metal Co., Ltd. | |
| Tantalum | Exotech Inc. | |
| Tantalum | F&X Electro-Materials Ltd. | |
| Tantalum | Global Advanced Metals Aizu | |
| Tantalum | Global Advanced Metals Boyertown | |
| Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | |
| Tantalum | H.C. Starck Co., Ltd. | |
| Tantalum | H.C. Starck GmbH Goslar | |
| Tantalum | H.C. Starck GmbH Laufenburg | |
| Tantalum | H.C. Starck Hermsdorf GmbH | |
| Tantalum | H.C. Starck Smelting GmbH & Co.KG | |
| Tantalum | Hi-Temp Specialty Metals, Inc. | |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | |
| Tantalum | Jiujiang Tanbre Co., Ltd. | |
| Tantalum | Kemet Blue Powder | |
| Tantalum | King-Tan Tantalum Industry Ltd | |
| Tantalum | LSM Brasil S.A. | |
| Tantalum | Metallurgical Products India (Pvt.) Ltd. | |
| Tantalum | Molycorp Silmet A.S. | |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | |
| Tantalum | Plansee SE Reutte | |
| Tantalum | QuantumClean | |
| Tantalum | RFH Tantalum Smeltry Co., Ltd | |
| Tantalum | Solikamsk Metal Works | |
| Tantalum | Taki Chemicals | |
| Tantalum | Telex | |
| Tantalum | Ulba | |
| Tantalum |
Zhuzhou Cement Carbide | |
| Tin | Alpha | |
| Tin | China Rare Metal Materials Company | |
| Tin | China Tin Group Co., Ltd. | |
| Tin | CNMC (Guangxi) PGMA Co. Ltd. | |
| Tin | Cooper Santa | |
| Tin | CV Nurjanah | |
| Tin | CV Serumpun Sebalai | |
| Tin | CV United Smelting |
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| Metal |
Smelter Names | |
| Tin | Empresa Metallurgica Vinto | |
| Tin | Fenix Metals | |
| Tin | Gejiu Non-Ferrous Metal Processing Co. Ltd. | |
| Tin | Gejiu Zi-Li | |
| Tin | Huichang Jinshunda Tin Co. Ltd | |
| Tin | Jiangxi Nanshan | |
| Tin | Kai Unita Trade Limited Liability Company | |
| Tin | Linwu Xianggui Smelter Co | |
| Tin | Magnu’s Minerais Metais e Ligas LTDA | |
| Tin | Malaysia Smelting Corporation (MSC) | |
| Tin | Metallo Chimique | |
| Tin | Mineração Taboca S.A. | |
| Tin | Minsur | |
| Tin | Novosibirsk Integrated Tin Works | |
| Tin | Operaciones Metalurgical S.A. | |
| Tin | PT Artha Cipta Langgeng | |
| Tin | PT Babel Inti Perkasa | |
| Tin | PT Bangka Kudai Tin | |
| Tin | PT Bangka Putra Karya | |
| Tin | PT Bangka Tin Industry | |
| Tin | PT Belitung Industri Sejahtera | |
| Tin | PT Bukit Timah | |
| Tin | PT DS Jaya Abadi | |
| Tin | PT Eunindo Usaha Mandiri | |
| Tin | PT Karimun Mining | |
| Tin | PT Koba Tin | |
| Tin | PT Mitra Stania Prima | |
| Tin | PT Pelat Timah Nusantara Tbk | |
| Tin | PT Prima Timah Utama | |
| Tin | PT Refined Banka Tin | |
| Tin | PT Sariwiguna Binasentosa | |
| Tin | PT Stanindo Inti Perkasa | |
| Tin | PT Tambang Timah | |
| Tin | PT Timah (Persero), Tbk | |
| Tin | PT Tinindo Inter Nusa | |
| Tin | Rui Da Hung | |
| Tin | Soft Metais, Ltda. | |
| Tin | Thaisarco | |
| Tin | White Solder Metalurgia e Mineração Ltda. | |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | |
| Tin | Yunnan Tin Company Limited |
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| Metal |
Smelter Names | |
| Tungsten | A.L.M.T. Corp. | |
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | |
| Tungsten | Dayu Weiliang Tungsten Co., Ltd. | |
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. | |
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | |
| Tungsten | Ganzhou Non-ferrous Metals Smelting Co., Ltd. | |
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | |
| Tungsten | Global Tungsten & Powders Corp. | |
| Tungsten | Guangdong Xianglu Tungsten Industry Co., Ltd. | |
| Tungsten | H.C. Starck GmbH | |
| Tungsten | Hunan Chenzhou Mining Group Co., Ltd. | |
| Tungsten | Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. | |
| Tungsten | Japan New Metals Co., Ltd. | |
| Tungsten | Jiangxi Tungsten Industry Group Co Ltd | |
| Tungsten | Kennametal Fallon | |
| Tungsten | Kennametal Huntsville | |
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. | |
| Tungsten | Wolfram Bergbau und Hütten AG | |
| Tungsten | Wolfram Company CJSC | |
| Tungsten | Xiamen Tungsten Co., Ltd. |
Countries of origin identified:
Angola, Argentina, Armenia, Australia, Austria, Belarus, Belgium, Bermuda, Bolivia, Brazil, Burundi, Canada, Chile, China, DRC- Congo (Kinshasa), Estonia, Ethiopia, France, Germany, Ghana, Guinea, Guyana, Hong Kong, India, Indonesia, Italy, Japan, Jersey, Kazakhstan, Kyrgyzstan, Laos, Malaysia, Mali, Mexico, Mongolia, Morocco, Mozambique, Myanmar, Namibia, Netherlands, Niger, Nigeria, Papua New Guinea, Peru, Philippines, Poland, Portugal, Recycle/Scrap, Russia, Rwanda, Saudi Arabia, Sierra Leone, Singapore, South Africa, South Korea, Spain, Suriname, Sweden, Switzerland, Taiwan, Tajikistan, Tanzania, Thailand, Turkey, United Arab Emirates, United Kingdom, United States, Uzbekistan, Vietnam, Zambia, Zimbabwe. Covered Countries were identified only for CFSI audited facilities.
The following facilities were validated as smelters/refiners, but country of origin information was not available.
| Gold | Bauer Walser AG | |
| Gold | C. Hafner GmbH + Co. KG | |
| Gold | Doduco | |
| Gold | Ishifuku Metal Industry Co., Ltd. | |
| Gold | Schöne Edelmetaal B.V. | |
| Gold | TongLing Nonferrous Metals Group Holdings Co., Ltd. | |
| Gold* | Hunan Chenzhou Mining Group Co., Ltd.* | |
| Tantalum | Metallurgical Products India (Pvt.) Ltd. |
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| Tantalum | Molycorp Silmet A.S. | |
| Tantalum | QuantumClean | |
| Tantalum | Solikamsk Metal Works | |
| Tin | PT Karimun Mining | |
| Tin | PT Prima Timah Utama | |
| Tin | PT Sariwiguna Binasentosa | |
| Tungsten | Hi-Temp Specialty Metals |
| * | Facility has obtained a conflict free audit for a metal other than the one(s) listed. |
| 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 2014.
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