EX-1.01 2 formsd-exhibit1012020.htm EX-1.01 Document

Exhibit 1.01


CONFLICT MINERALS REPORT

Introduction    

This Conflict Minerals Report of Abercrombie & Fitch Co. (the “Company”) for the calendar year ended December 31, 2020 (“Reporting Period”) is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934. In accordance with the Rule, the Company identified products that it believes contain tin, tantalum, tungsten or gold (“Conflict Minerals”) that were manufactured by or on behalf of the Company during the Reporting Period (the “Covered Products”), and undertook a reasonable country of origin inquiry (“RCOI”) to ascertain whether any Conflict Minerals in its Covered Products originated in the Democratic Republic of the Congo or an adjoining country (each, a “Covered Country”). Based on the information received by the Company as a result of the RCOI, the Company determined that it is required by the Rule to undertake due diligence with respect to the Conflict Minerals in its Covered Products and file this Conflict Minerals Report. The due diligence undertaken by the Company and the results of that due diligence are set forth below.

Part I. Description of Due Diligence Undertaken by the Company

    The Company has performed due diligence on the source of the Conflict Minerals contained in the Covered Products within the framework of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the “Framework”) as required by the Rule. The Company’s Conflict Minerals due diligence procedures (“Procedures”) are summarized below within each category specified by the Framework.

    1.    Establish Strong Company Management Systems.

        1.1.    The Company has adopted a Conflict Minerals Policy (the “Policy”) which has been communicated to its suppliers and is posted on its website. As stated in the Policy, the Company supports the goal of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act to prevent armed groups from benefitting from the sourcing of Conflict Minerals from the Covered Countries.

1.2    Under the Policy, the Company expects its suppliers to investigate the source of any Conflict Minerals in the products and materials supplied to the Company and to avoid the purchase of Conflict Minerals from sources that benefit armed groups in the Covered Countries. The Company has also incorporated these requirements into its Master Vendor Agreements.

        1.3    The Company has designated certain managers from its Sustainability, Sourcing, Quality Assurance, Legal, and Financial Reporting departments to oversee and implement the Procedures. Employees involved in the oversight and implementation of the Procedures are educated on the Rule and the Policy.

        1.4    The Company identified its Covered Products and the suppliers who supply such Covered Products or components or materials that contain Conflict Minerals that are used in Covered Products (“Covered Suppliers”). Each year the Company undertakes a review of Covered Products and Covered Suppliers through its internal product and vendor systems and verifies the list of Covered Products and Covered Suppliers with its Sourcing department.

        1.5    The Policy requires that the Company contact and survey its Covered Suppliers annually regarding the source of any Conflict Minerals supplied to the Company during the Reporting Period. The Company uses the Conflict Minerals Reporting Template (“CMRT”) in the form developed by the Responsible Minerals Initiative (“RMI”) to survey its Covered Suppliers. The CMRT distributed by the Company to its Covered Suppliers contains detailed instructions on its completion.




        1.6    The Company collects and centrally maintains the completed CMRTs received from the Covered Suppliers.

        1.7    The Company requires its suppliers to obtain and accurately report information regarding Conflict Minerals sourcing (including any concerns of the suppliers regarding the origination or sourcing of materials from conflict affected and high risk areas).

    2.    Identify and Assess Risk in the Supply Chain.

    The Company reviews each CMRT received from its Covered Suppliers to ascertain (a) whether the CMRT is complete, (b) whether the Covered Supplier indicates that the Conflict Minerals are sourced from a Covered Country, and (c) whether the Covered Supplier has identified the smelters, processors or refiners of its Conflict Minerals. The Company’s Sustainability and Sourcing departments perform an internal check on the data to confirm that the CMRT responses are consistent with the Company’s understanding of the materials supplied by the Covered Supplier and follows up with suppliers who are unresponsive or whose CMRT is incomplete. The Company identifies any changes in the CMRT responses from the prior year’s responses.

Additionally, the Company maintains a membership in the RMI through which it (a) assesses processing facility aggregate sourcing through the RMI country of origin data, (b) verifies through the RMI that the processing facilities carried out due diligence required by the Framework, and (c) obtains information regarding audits of the processing facilities.

    3.    Strategy to Respond to Identified Risks.

    The Company’s Sustainability department conducts the initial follow up with Covered Suppliers who fail to provide a CMRT or whose responses are incomplete (such as, for example, a failure to identify processing facilities). Covered Suppliers who continue to fail to respond or cooperate are escalated to the Sourcing Department for further possible action. Additionally, the Policy informs Covered Suppliers that they may not supply the Company with Conflict Minerals from sources that support armed groups in the Covered Countries and that the Company will assist them in their efforts to respond to the CMRT and to gather information from upstream suppliers. Through these efforts, the Company can monitor and respond to any identified risks. A summary of the results from the Company’s Conflict Minerals supplier due diligence is reported annually to the Company’s Board of Directors.

    4.    Independent Third Party Audit.

    The Company will obtain an independent audit of its Conflict Minerals due diligence process if and when required under the Rule. No audit is required under the Rule for the current Reporting Period. The Company does not audit processing facilities in light of its position in the supply chain; however, the Company does maintain a membership in the RMI through which it can monitor audit status and information for the smelters and refiners in its supply chain.

    5.    Report on Supply Chain Due Diligence.

    The Policy requires the Company to report annually to the SEC and to make a copy of its Conflict Minerals Report available on its website in each case as required by the Rule. A copy of this Conflict Minerals Report will be available on the Company’s website. The website and the information accessible through it are not incorporated into this Conflict Minerals Report.

Part II. Results of Due Diligence

1.    Covered Products.

The Company determined that the following product lines manufactured by or for the Company during the Reporting Period contain Covered Products:




Pants
Shorts
Fleece
Outerwear
Skirts
Dresses
Overalls
Accessories
Swimwear
Intimates

2.    Conclusions; Supplier Data; Identification of Processing Facilities

Due to its position in the supply chain, the Company does not have direct relationships with the smelters and refiners that process the Conflict Minerals contained in its Covered Products. Accordingly, the Company relies on its Covered Suppliers and the RMI to provide information on the smelters and refiners of the Conflict Minerals contained in the Covered Products. The Company received responses from 100% of its Covered Suppliers during the Reporting Period.

The Company has listed in Attachment A to this Conflict Minerals Report (a) the processing facilities recognized by the RMI that were reported by the Company’s Covered Suppliers as being in their supply chains during the Reporting Period, (b) the country where its Covered Suppliers have indicated such processing facilities are located, (c) the current status of such processing facilities under RMI Responsible Minerals Assurance Process (“RMAP”) assessment protocol, and (d) the countries from which such processing facilities may have sourced the ores or concentrates used to smelt or refine the Conflict Minerals based on aggregate data available to the Company through the RMI. All of the processing facilities listed in Attachment A are conformant or active under the RMAP assessment protocol according to the RMI. The processing facility RMAP status and the RMI aggregate sourcing data set forth in this Conflict Minerals Report are based on the information posted on the RMI website as of May 2021.

In light of the Company’s position in the supply chain, the Company’s efforts to determine the location of the mines used by the processing facilities identified by the Covered Suppliers included (a) its request to all Covered Suppliers to complete the CMRT, (b) its review of all processing facility information provided by Covered Suppliers, and (c) its review of processing facility country of origin information available to the Company based on its membership in the RMI.

3.    Current and Future Due Diligence Measures    

    The steps undertaken by the Company during the current Reporting Period to mitigate the risk that the Conflict Minerals used in its Covered Products will benefit armed groups in the Covered Countries are described in Part I of this Conflict Minerals Report. The Company intends to continue to maintain its membership in the RMI and work with its Covered Suppliers to obtain information about the Conflict Minerals in its Covered Products and whether the smelters and refiners who process the Conflict Minerals are RMAP conformant and will report the results of its efforts as required by the Rule.

Forward looking statements

Selected statements contained in this Conflict Minerals Report are “forward-looking statements.” Forward-looking statements reflect the Company’s current expectations, estimates or projections concerning future results or events. These statements are often identified by the use of forward-looking words or phrases such as “believe,” “expect,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any forward-looking statements in this Conflict Minerals Report are based on current information as of the date of this Conflict Minerals Report, and the Company assumes no obligation to correct or update any such statements in the future, except as required by applicable law.



Attachment A

1.    The facilities recognized by RMI that have been identified to the Company by its Covered Suppliers as processing Conflict Minerals used by those Covered Suppliers, the country in which they are located, and their RMI RMAP status is set forth below.

METALPROCESSOR NAMEPROCESSOR
LOCATION
RMAP STATUS
GoldAida Chemical Industries Co., Ltd.JapanConformant
GoldAllgemeine Gold-und Silberscheideanstalt A.G.GermanyConformant
Gold AngloGold Ashanti Corrego do Sitio MineracaoBrazilConformant
GoldArgor-Heraeus S.A.SwitzerlandConformant
GoldAsahi Pretec Corp.JapanConformant
GoldAsahi Refining Canada Ltd.CanadaConformant
GoldAsahi Refining USA Inc.United StatesConformant
GoldAsaka Riken Co., Ltd.JapanConformant
GoldAurubis AGGermanyConformant
GoldBoliden ABSwedenConformant
GoldC. Hafner GmbH + Co. KGGermanyConformant
GoldCCR Refinery - Glencore Canada CorporationCanadaConformant
GoldChimet S.p.A.ItalyConformant
GoldDODUCO Contacts and Refining GmbH GermanyConformant
GoldDowaJapanConformant
GoldHeimerle + Meule GmbHGermanyConformant
GoldHeraeus Metals Hong Kong Ltd.ChinaConformant
GoldHeraeus Germany GmbH Co. KGGermanyActive
GoldIshifuku Metal Industry Co., Ltd.JapanConformant
GoldIstanbul Gold RefineryTurkeyConformant
GoldJiangxi Copper Co., Ltd.ChinaConformant
GoldJX Nippon Mining & Metals Co., Ltd.JapanConformant
GoldKennecott Utah Copper LLCUnited StatesConformant
GoldKojima Chemicals Co., LtdJapanConformant
GoldLS-NIKKO Copper Inc.KoreaConformant
GoldMatsuda Sangyo Co., LtdJapanConformant




GoldMetalor Technologies (Hong Kong) LtdChinaConformant
GoldMetalor Technologies (Singapore) Pte., LtdSingaporeConformant
GoldMetalor Technologies (Suzhou) LtdChinaConformant
GoldMetalor Technologies S.A.SwitzerlandConformant
GoldMetalor USA Refining CorporationUnited StatesConformant
GoldMetalurgica Met-Mex Penoles S.A. De C.V.MexicoConformant
GoldMitsubishi Materials CorporationJapanConformant
GoldMitsui Mining and Smelting Co., Ltd.JapanConformant
GoldNihon Material Co., Ltd.JapanConformant
GoldOhura Precious Metal Industry Co., LtdJapanConformant
GoldPAMP S.A.SwitzerlandConformant
GoldRoyal Canadian MintCanadaConformant
GoldSafimet S.p.AItalyConformant
GoldSAXONIA Edelmetalle GmbHGermanyConformant
GoldShandong Zhaojin Gold & Silver Refinery Co., LtdChinaConformant
GoldSumitomo Metal Mining Co., Ltd.JapanConformant
GoldT.C.A S.p.AItalyConformant
GoldTanaka Kikinzoku Kogyo K.KJapanConformant
GoldTokuriki Honten Co., Ltd.JapanConformant
GoldUmicore S.A. Business Unit Precious Metals RefiningBelgiumConformant
GoldUnited Precious Metal Refining, Inc.United StatesConformant
GoldValcambi S.A.SwitzerlandConformant
GoldWIELAND Edelmetalle GmbHGermanyConformant
GoldZhongyuan Gold Smelter of Zhongjin Gold CorporationChinaConformant
TinAlphaUnited StatesConformant
TinChenzhou Yunxiang Mining and Metallurgy Co., Ltd.ChinaConformant
TinChina Tin Group Co., Ltd.ChinaConformant
TinCV Ayi Jaya IndonesiaActive
TinDowaJapanConformant
TinEM VintoBoliviaConformant



TinFenix MetalsPolandConformant
TinGejiu Kai Meng Industry and Trade LLCChinaConformant
Tin Gejiu Non-Ferrous Metal Processing Co., Ltd.ChinaConformant
TinGejiu Yunxin Nonferrous Electrolysis Co., Ltd.ChinaConformant
TinGuangdong Hanhe Non-Ferrous Metal Co., Ltd.ChinaConformant
TinHuichang Jinshunda Tin Co., Ltd.ChinaConformant
TinJiangxi New Nanshan Technology Ltd.ChinaConformant
TinMa'anshan Weitai Tin Co., Ltd.ChinaConformant
TinMalaysia Smelting Corporation (MSC)MalaysiaConformant
TinMetallic Resources, Inc.United StatesConformant
TinMetallo Belgium N.V.BelgiumConformant
TinMineração Taboca S.A.BrazilConformant
TinMinsurPeruConformant
TinMitsubishi Materials CorporationJapanConformant
TinO.M. Manufacturing (Thailand) Co., Ltd.ThailandConformant
TinO.M. Manufacturing Philippines, Inc.PhilippinesConformant
Tin Operaciones Metalurgical S.A.BoliviaConformant
TinPT Artha Cipta LanggengIndonesiaConformant
TinPT ATD Makmur Mandiri JayaIndonesiaConformant
TinPT Menara Cipta MuliaIndonesiaConformant
TinPT Mitra Stania PrimaIndonesiaConformant
TinPT Refined Bangka TinIndonesiaConformant
TinPT Prima Timah UtamaIndonesiaConformant
TinPT Stanindo Inti PerkasaIndonesiaConformant
TinPT Timah Tbk KundurIndonesiaConformant
TinPT Timah Tbk MentokIndonesiaConformant
TinRui Da HungTaiwanConformant
TinThai Nguyen Mining and Metallurgy Co., Ltd. Viet NamConformant
TinThaisarcoThailandConformant
TinTin Technology & RefiningUnited StatesConformant



TinWhite Solder Metalurgia e Mineração Ltda.BrazilConformant
TinYunnan Chengfeng Non-Ferrous Metals Co., Ltd.ChinaConformant
TinYunnan Tin Company LimitedChinaConformant

2.    Based on aggregated data obtained by the Company through its membership in the RMI, the processing facilities identified above source raw materials from one or more of the following countries in accordance with RMAP protocols: Argentina, Australia, Azerbaijan, Bolivia, Botswana, Brazil, Burkina Faso, Burundi, Canada, Chile, China, Colombia, Costa Rica, Cyprus, Democratic Republic of the Congo, Dominican Republic, Ecuador, Egypt, Ethiopia, Fiji, Finland, French Guiana, Georgia, Ghana, Guatemala, Guinea, Guyana, Honduras, Indonesia, Ivory Coast, Japan, Kazakhstan, Kenya, Laos, Liberia, Malaysia, Mali, Mauritania, Mexico, Mongolia, Morocco, Myanmar, Namibia, Netherlands, New Zealand, Nicaragua, Niger, Nigeria, Papua New Guinea, Peru, Philippines, Portugal, Puerto Rico, Russia Federation, Rwanda, Saudi Arabia, Senegal, Serbia, Slovakia, Solomon Islands, South Africa, Spain, Suriname, Swaziland, Sweden, Taiwan, Tajikistan, Tanzania, Thailand, Turkey, Uganda, United Kingdom of Great Britain and Northern Ireland, United States of America, Uruguay, Venezuela, Vietnam, and Zimbabwe.