UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
The Children’s Place, Inc.
(Exact name of the registrant as specified in its charter)
Delaware | 0-23071 | 31-1241495 | ||
(State of other jurisdiction of | (Commission | (IRS Employer | ||
incorporation or organization) | File Number) | Identification No.) |
500 Plaza Drive, Secaucus NJ | 07094 | |
(Address of principal executive offices) | (Zip code) |
Bradley Cost, Senior Vice President, General Counsel and Secretary | (201) 453-7496 | |
(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, 2015.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
This Specialized Disclosure Form (“Form SD”) of The Children’s Place, Inc., together with the associated Conflict Minerals Report (Exhibit 1.01), is filed pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1 through December 31, 2015.
A copy of this Form SD and the Conflict Minerals Report is publicly available at www.childrensplace.com under “Investor Relations”.
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 - Exhibit
Item 2.01 Exhibit
The following exhibit is filed as part of this report.
Exhibit 1.01 Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.
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.
THE CHILDREN’S PLACE, INC. | ||||
(Registrant) | ||||
/s/ Bradley P. Cost | May 31, 2016 | |||
By: (Signature and Title)* | (Date) | |||
Bradley P. Cost | ||||
Senior Vice President, General Counsel and Secretary |
*Print name and title of the registrant’s signing executive officer under his or her signature.
Exhibit 1.01 Conflict Minerals Report
THE CHILDREN’S PLACE, INC.
Conflict Minerals Report
For the Year Ended December 31, 2015
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” and similar terms. These forward-looking statements are based upon current expectations and assumptions of The Children's Place, Inc. and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Readers of this Report are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this Report does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
1. | Introduction |
This Conflict Minerals Report has been prepared by The Children’s Place, Inc. and its subsidiaries (herein referred to as “The Children’s Place,” the “Company,” “we,” “us,” or “our”) pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1 through December 31, 2015 (the “Reporting Period”).
The Children’s Place is the largest pure-play children's specialty apparel retailer in North America offering apparel, accessories and footwear for children sizes 0-16 under the proprietary “The Children's Place”, “Place” and “Baby Place” brand names. The Company also offers merchandise online at www.childrensplace.com. The Company does not directly manufacture products but rather designs, and “contracts to manufacture” from its suppliers, certain branded and generic products.
The Rule requires companies to disclose their use of conflict minerals (as defined below) if those minerals are “necessary to the functionality or production of a product” manufactured or contracted to be manufactured by those companies. The conflict minerals covered by the Rule are tantalum, tin, gold, tungsten (“3TG”) or any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”).
The Company has determined that it contracts to manufacture certain products for which one or more of the 3TG metals are necessary to the functionality or production of those products. Accordingly, the Company conducted a reasonable country of origin inquiry (“RCOI”) and due diligence as required by the Rule.
2. | Reasonable Country of Origin Inquiry (“RCOI”) |
The Company is far removed from the sources of ore from which minerals are produced, and the smelters or refineries (“SORs”) that process those ores. The efforts undertaken to identify the country(ies) of origin of those ores reflect the Company’s circumstances and position in the supply chain. The Company must rely on information obtained from direct suppliers, who in turn, must obtain information from upstream suppliers, on the origin of the 3TG used in the products manufactured for the Company. Such information may be inaccurate or incomplete.
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As part of the Company’s RCOI process, the Company developed a risk-based approach that focused on direct suppliers of finished products, as well as suppliers that are reasonably likely to supply components or trims containing one or more of the 3TG metals (together, the “In-Scope Suppliers”) which could have originated from the Covered Countries.
In-Scope Suppliers were asked to complete the Supply Chain Compliance Questionnaire adapted from the Electronic Industry Citizenship Coalition-Global e-Sustainability Initiative (EICC-GeSI) Conflict Minerals Common Reporting Template (the “CMRT”). The Company believes that the CMRT is generally 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 brands. As such, the Company believes the process was reasonably designed and performed in good faith.
The CMRT includes questions regarding the presence and sourcing of 3TG used in the products supplied to the Company, the In-Scope Supplier’s conflict minerals policy, due diligence process, and information about its supply chain, including the names and locations of SORs.
The questionnaire responses were evaluated for plausibility, consistency, and gaps.
The response rate among In-Scope Suppliers was 96%.
Of those responding In-Scope Suppliers, 8% reported one or more of the 3TG metals as necessary to the functionality or production of the products they manufactured for the Company. Further due diligence (as described below) was undertaken to ascertain the chain and custody of the identified 3TG metals.
Of the In-Scope Suppliers who reported use of a 3TG metal, 62% provided SOR information.
3. | Due Diligence |
A. | Design of Due Diligence |
The Company’s due diligence measures were designed to conform, in all material respects, with the due diligence framework presented by the Organisation for Economic Co-operation and Development (OECD) in the publication OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, and related Supplements on Tin, Tantalum and Tungsten and on Gold.
B. | Due Diligence Performed |
The Company performed its due diligence as follows:
Step 1: Establish a Strong Company Management System
Policies and Procedures
The Company communicated its conflict minerals policy to all In-Scope Suppliers. In addition, the Company’s purchase order, or PO, terms and conditions contain provisions regarding conflict minerals compliance. In-Scope Suppliers are required to certify compliance, at least once per year, to the Company’s conflict minerals policy and the PO terms and conditions.
Internal Team
The Company has a conflict minerals team that manages the implementation and progress of its due diligence efforts. The team is composed of representatives from the Company’s (i) legal and (ii) global sourcing departments, as well as (iii) a conflict minerals third-party services provider.
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Control Systems
The Company has in place the following controls: (i) a company-wide business code of conduct that outlines expected behaviors for all Company associates, and (ii) a vendor code of conduct that outlines expected behavior and working conditions for vendors and suppliers.
Maintain Records
The Company has a records retention policy that provides that relevant materials must be preserved for appropriate periods.
Supplier Engagement
The Company utilized members of its global sourcing team and conflict minerals third-party services provider to engage with In-Scope Suppliers on the exchange of supply chain and conflict minerals related information.
Step 2: Identify and Assess Risks in the Supply Chain
For those In-Scope Suppliers who identified the use of one or more 3TG metals in products supplied to the Company, further investigation was performed to determine the source and chain-of-custody of the 3TG, and specifically, whether the SOR of the 3TG is known or thought to be sourcing from the Covered Countries.
The following internationally accepted audit standards were used to determine which SORs are considered “DRC Conflict Free”: the CFSI Conflict-Free Smelter Program (“CFSP”), the London Bullion Market Association Good Delivery Program (“LBMA”) and the Responsible Jewellery Council Chain-of-Custody Certification (“RJC”).
If the SOR is not certified by an internationally-recognized scheme, additional research (internet, industry and government associations) and outreach (email and telephone) with the SOR was performed to confirm the data provided in the CMRT and to gain more information about their sourcing practices, including countries of origin and transfer, and whether there were any internal due diligence procedures in place or other processes the SORs took to track the chain-of-custody on the source of its mineral ores.
Step 3: Design and Implement a Strategy to Respond to Risks
The Company’s conflict minerals team held regular conference calls to discuss progress on the RCOI and due diligence efforts. Findings were reported to senior management. In the event that the Company discovers that an In-Scope Supplier is using conflict minerals in products manufactured for the Company, the Company will work with the In-Scope Supplier to ensure that the minerals are sourced from registered conflict free smelters or the minerals are eliminated from use.
During the Reporting Period, there were no instances where it was necessary for the Company to implement risk mitigation efforts, temporarily suspend trade or disengage with a supplier for sourcing and using conflict minerals in products manufactured for the Company.
Step 4: Carry out independent third-party audit of smelter/refiner’s due diligence at identified points in the supply chain
The Company does not have a direct relationship with SORs and therefore does not perform or direct audits of these entities.
Step 5: Reports on Supply Chain Due Diligence
This Conflict Minerals Report constitutes the Company’s annual report on its conflict minerals due diligence. The Report is available at www.childrensplace.com and is filed with the SEC.
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C. | Due Diligence Findings |
Given the Company’s position in the supply chain and the CMRT responses from In-Scope Suppliers, the Company is unable to determine whether the 3TG present in its products originated in the Covered Countries or financed or benefited armed groups in those countries.
Product Description
The products at issue are children’s apparel, accessories and footwear.
Processing Facilities
Based on the CMRT responses from In-Scope Suppliers, the attached Appendix 1 sets forth the SORs that may have processed the 3TG used in products manufactured for the Company.
Country of Origin
The following is a list of the countries of origin of the 3TG processed by the SORs identified in the attached Appendix 1:
· | Argentina, Armenia, Australia, Austria; |
· | Belgium, Bolivia, Brazil; |
· | Canada, Chile, China; |
· | DRC – Congo (Kinshasa)*; |
· | 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; |
· | Papua New Guinea, Peru, Philippines, Poland, Portugal; |
· | Russia, Rwanda*; |
4 |
· | Saudi Arabia, Singapore, South Africa*, South Korea, Spain, Suriname, Sweden, Switzerland; |
· | Taiwan, Tajikistan, Tanzania*, Thailand, Turkey; |
· | United Arab Emirates*, United Kingdom, United States; and |
· | Uzbekistan, and Zambia*. |
* Only conflict free certified smelters identified the DRC, Mozambique, Rwanda, South Africa, Tanzania, United Arab Emirates and Zambia as countries of origin for processed 3TG.
Independent Private Sector Audit
For the Reporting Period, the company is not required to obtain an independent private sector audit of the Conflict Minerals Report.
4. | Steps to Improve Due Diligence |
The Company continues to take the following steps to improve due diligence processes in place, namely:
· | Continue engagement with vendors and suppliers and direct them to information and training resources in order to increase the response rate and improve the content of the supplier CMRT responses; |
· | Continue to require that vendors and suppliers certify, on at least an annual basis, that conflict minerals are not used in their products; and |
· | Work with suppliers, if found to be providing the Company with components or materials containing minerals from sources that support conflict in the Covered Countries, to establish an alternative source of minerals that does not support such conflict. |
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Appendix 1 to Conflict Minerals Report
Official Smelter Name |
Conflict-Free Certifications | Certified Smelter |
Gold | ||
Advanced Chemical Company | Not Certified | No |
Aida Chemical Industries Co., Ltd. | CFSP | Yes |
Argor-Heraeus SA | LBMA, RJC, CFSP | Yes |
Asahi Pretec Corporation | LBMA, CFSP | Yes |
Asahi Refining Canada Limited | LBMA, CFSP | Yes |
Asahi Refining USA Inc. | LBMA, CFSP | Yes |
Asaka Riken Co., Ltd. | CFSP | Yes |
Atasay Kuyumculuk Sanayi Ve Ticaret A.S. | Not Certified | No |
Aurubis AG | LBMA, CFSP | Yes |
Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | LBMA, CFSP | Yes |
Bauer Walser AG | Not Certified | No |
Boliden AB | LBMA, CFSP | Yes |
C. Hafner GmbH + Co. KG | LBMA, CFSP | Yes |
Caridad | Not Certified | No |
CCR Refinery - Glencore Canada Corporation | LBMA, CFSP | Yes |
Cendres + Métaux SA | Not Certified | No |
Chimet S.p.A. | LBMA, CFSP | Yes |
Chugai Mining | Not Certified | No |
Daejin Indus Co., Ltd. | Not Certified | No |
Daye Non-Ferrous Metals Mining Ltd. | Not Certified | No |
DODUCO GmbH | CFSP | Yes |
Dowa | Not Certified | No |
DSC (Do Sung Corporation) | Not Certified | No |
Eco-System Recycling Co., Ltd. | CFSP | Yes |
Elemetal Refining, LLC | LBMA, CFSP | Yes |
Faggi Enrico S.p.A. | Not Certified | No |
Gansu Seemine Material Hi-Tech Co Ltd | Not Certified | No |
Guangdong Jinding Gold Limited | Not Certified | No |
Hangzhou Fuchunjiang Smelting Co., Ltd. | Not Certified | No |
Heimerle + Meule GmbH | LBMA, CFSP | Yes |
Heraeus Ltd. Hong Kong | LBMA, RJC, CFSP | Yes |
Heraeus Precious Metals GmbH & Co. KG | LBMA, CFSP | Yes |
Hunan Chenzhou Mining Co., Ltd. | Not Certified | No |
Hwasung CJ Co. Ltd | Not Certified | No |
Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited | LBMA | Yes |
Ishifuku Metal Industry Co., Ltd. | LBMA, CFSP | Yes |
6 |
Official Smelter Name |
Conflict-Free Certifications | Certified Smelter |
Istanbul Gold Refinery | LBMA, CFSP | Yes |
Japan Mint | LBMA, CFSP | Yes |
Jiangxi Copper Company Limited | LBMA, CFSP | Yes |
JSC Ekaterinburg Non-Ferrous Metal Processing Plant | LBMA, CFSP | Yes |
JSC Uralelectromed | LBMA, CFSP | Yes |
JX Nippon Mining & Metals Co., Ltd. | LBMA, CFSP | Yes |
Kazzinc | LBMA, CFSP | Yes |
Kennecott Utah Copper LLC | LBMA, RJC, CFSP | Yes |
Kojima Chemicals Co., Ltd. | CFSP | Yes |
Korea Metal Co. Ltd | Not Certified | No |
Kyrgyzaltyn JSC | LBMA | Yes |
L' azurde Company For Jewelry | Not Certified | No |
Lingbao Jinyuan Tonghui Refinery Co. Ltd. | Not Certified | No |
LS-NIKKO Copper Inc. | LBMA, CFSP | Yes |
Luo yang Zijin Yinhui Metal Smelt Co Ltd | Not Certified | No |
Materion | CFSP | Yes |
Matsuda Sangyo Co., Ltd. | LBMA, CFSP | Yes |
Metalor Technologies (Hong Kong) Ltd. | LBMA, CFSP | Yes |
Metalor Technologies (Singapore) Pte., Ltd. | LBMA, CFSP | Yes |
Metalor Technologies SA | LBMA, CFSP | Yes |
Metalor USA Refining Corporation | LBMA, RJC, CFSP | Yes |
METALÚRGICA MET-MEX PEÑOLES, S.A. DE C.V | LBMA, CFSP | Yes |
Mitsubishi Materials Corporation | LBMA, CFSP | Yes |
Mitsui Mining & Smelting | LBMA, CFSP | Yes |
Moscow Special Alloys Processing Plant | LBMA, CFSP | Yes |
Nadir Metal Rafineri San. Ve Tic. A.Ş. | LBMA, CFSP | Yes |
Navoi Mining and Metallurgical Combinat | LBMA, CFSP - Active | Yes |
Nihon Material Co., Ltd. | LBMA, CFSP | Yes |
Ohura Precious Metal Industry Co., Ltd. | CFSP | Yes |
OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet) | LBMA, CFSP | Yes |
OJSC Kolyma Refinery | Not Certified | No |
OJSC Novosibirsk Refinery | LBMA, CFSP | Yes |
PAMP SA | LBMA, RJC, CFSP | Yes |
Penglai Penggang Gold Industry Co Ltd | Not Certified | No |
Prioksky Plant of Non-Ferrous Metals | LBMA, CFSP | Yes |
PT Aneka Tambang (Persero) Tbk | LBMA, CFSP | Yes |
PX PrŽcinox SA | LBMA, RJC, CFSP | Yes |
Rand Refinery (Pty) Ltd. | LBMA, CFSP | Yes |
7 |
Official Smelter Name |
Conflict-Free Certifications | Certified Smelter |
Republic Metals Corporation | LBMA, RJC, CFSP | |
Royal Canadian Mint | LBMA, CFSP | Yes |
Sabin Metal Corp. | Not Certified | No |
SAMWON METALS Corp. | Not Certified | No |
Schone Edelmetaal B.V. | LBMA, CFSP | Yes |
SEMPSA Joyería Platería SA | LBMA, CFSP | Yes |
Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | LBMA, CFSP | Yes |
So Accurate Group, Inc. | Not Certified | No |
SOE Shyolkovsky Factory of Secondary Precious Metals | LBMA, CFSP | Yes |
Solar Applied Materials Technology Corp. | LBMA, CFSP | Yes |
Sumitomo Metal Mining Co., Ltd. | LBMA, CFSP | Yes |
Tanaka Kikinzoku Kogyo K.K. | LBMA, CFSP | Yes |
The Great Wall Gold and Silver Refinery of China | LBMA | Yes |
The Refinery of Shandong Gold Mining Co., Ltd. | LBMA, CFSP | Yes |
Tokuriki Honten Co., Ltd. | LBMA, CFSP | Yes |
TongLing Nonferrous Metals Group Holdings Co., Ltd. | Not Certified | No |
Torecom | Not Certified | No |
Umicore Brasil Ltda. | LBMA, CFSP | Yes |
Umicore Precious Metals Thailand | RJC, CFSP | Yes |
Umicore SA Business Unit Precious Metals Refining | LBMA, CFSP | Yes |
United Precious Metal Refining, Inc. | CFSP | Yes |
Valcambi SA | LBMA, RJC, CFSP | Yes |
Western Australian Mint trading as The Perth Mint | LBMA, CFSP | Yes |
Yamamoto Precious Metal Co., Ltd. | CFSP | Yes |
Yokohama Metal Co., Ltd. | CFSP | Yes |
Yunnan Copper Industry Co Ltd | Not Certified | No |
Zhongyuan Gold Smelter of Zhongjin Gold Corporation | LBMA, CFSP | Yes |
Zijin Mining Group Co., Ltd. Gold Refinery | LBMA, CFSP | Yes |
Tin | ||
Alpha | CFSP | Yes |
China Tin Group Co., Ltd. | CFSP | Yes |
CNMC (Guangxi) PGMA Co. Ltd. | Not Certified | No |
Cooperativa Metalurgica de Rondônia Ltda. | CFSP | Yes |
CV Serumpun Sebalai | CFSP | Yes |
CV United Smelting | CFSP | Yes |
Dowa | Not Certified | No |
EM Vinto | CFSP | Yes |
Estanho de Rondônia S.A. | Not Certified | No |
Fenix Metals | CFSP | Yes |
8 |
Official Smelter Name |
Conflict-Free Certifications | Certified Smelter |
Gejiu Kai Meng Industry and Trade LLC | CFSP - Active | No |
Gejiu Non-Ferrous Metal Processing Co., Ltd. | CFSP | Yes |
Gejiu Zi-Li | Not Certified | No |
Huichang Jinshunda Tin Co. Ltd | Not Certified | No |
Jiangxi Ketai Advanced Material Co., Ltd. | CFSP | Yes |
Linwu Xianggui Smelter Co | Not Certified | No |
Magnu's Minerais Metais e Ligas Ltda. | CFSP | Yes |
Malaysia Smelting Corporation (MSC) | CFSP | Yes |
Melt Metais e Ligas S/A | CFSP | Yes |
Metallo-Chimique N.V. | CFSP | Yes |
Mineração Taboca S.A. | Not Certified | No |
Minsur | CFSP | Yes |
Mitsubishi Materials Corporation | CFSP | Yes |
Nankang Nanshan Tin Co., Ltd. | Not Certified | No |
O.M. Manufacturing (Thailand) Co., Ltd. | CFSP | Yes |
Operaciones Metalurgical S.A. | CFSP | Yes |
PT Artha Cipta Langgeng | CFSP | Yes |
PT Babel Inti Perkasa | CFSP | Yes |
PT Bangka Tin Industry | CFSP | Yes |
PT Belitung Industri Sejahtera | CFSP | Yes |
PT Bukit Timah | CFSP | Yes |
PT DS Jaya Abadi | CFSP | Yes |
PT Eunindo Usaha Mandiri | CFSP | Yes |
PT Karimun Mining | Not Certified | No |
PT Mitra Stania Prima | CFSP | Yes |
PT Prima Timah Utama | CFSP | Yes |
PT Refined Bangka Tin | CFSP | Yes |
PT Sariwiguna Binasentosa | CFSP | Yes |
PT Stanindo Inti Perkasa | CFSP | Yes |
PT Timah (Persero) Tbk Kundur | CFSP | Yes |
PT Timah (Persero) Tbk Mentok | CFSP | Yes |
PT Tinindo Inter Nusa | CFSP | Yes |
Rui Da Hung | CFSP | Yes |
Soft Metais Ltda. | CFSP | Yes |
Thaisarco | CFSP | Yes |
Umicore SA Business Unit Precious Metals Refining | Not Certified | No |
White Solder Metalurgia e Mineração Ltda. | CFSP | Yes |
Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. | CFSP - Active | No |
Yunnan Tin Group (Holding) Company Limited | CFSP | Yes |
9 |
Official Smelter Name |
Conflict-Free Certifications | Certified Smelter |
Tungsten | ||
None. | N/A. | N/A. |
Tantalum | ||
None. | N/A. | N/A. |
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