UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SD
SPECIALIZED DISCLOSURE REPORT
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Nihon Densan Kabushiki Kaisha
(Exact name of registrant as specified in its charter)
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Japan |
333-13896 |
Not Applicable | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
338 Kuzetonoshiro-cho, Minami-ku, Kyoto 601-8205 Japan
(Address of principal executive offices) (Zip Code)
Masahiro Nagayasu
+81-75-935-6550
(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.
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Introduction
Nidec Corporation is a joint stock corporation incorporated and registered under the laws of Japan on July 23, 1973 under the name of Nihon Densan Kabushiki Kaisha.
We are a global manufacturer of electric motors and associated electronic components equipment, dedicated to meeting the requirements of various industries ranging from computers, automobiles, home appliances to commercial and industrial equipment. The performance requirements imposed by these industries require us and some of our suppliers to use materials such as tin, tungsten, tantalum and gold (“3TG” or “necessary conflict minerals”) in some of the products we manufacture.
Unless otherwise defined herein, numerous terms in this Form SD and the Conflict Minerals Report attached to this Form SD as Exhibit 1.01 are defined in Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”) and Form SD, and the reader is referred to these sources and the 1934 Act Release No. 34-67716 issued by the Securities and Exchange Commission on August 22, 2012, for such definitions.
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Nidec has concluded in good faith that during the 2013 calendar year:
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Nidec manufactured and contracted to manufacture products containing conflict minerals that are necessary to the functionality or production of these products (the “necessary conflict minerals”).
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Based on the “reasonable country of origin inquiry” (“RCOI”) Nidec conducted, Nidec has reason to believe that a portion of its necessary conflict minerals originated or may have originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively, the “covered countries”) and may not be from recycled or scrap sources.
Description of RCOI
Nidec’s RCOI consisted of surveying direct suppliers that Nidec determined, based on a risk-based applicability assessment, to represent the highest risk of supplying Nidec with components that do or may contain 3TG from one or more of the covered countries. Nidec is several levels removed from the mining of the conflict minerals. In addition, Nidec does not purchase raw ore or unrefined conflict minerals or make purchases from the covered countries.
When responding to the survey, these direct suppliers relied on information provided by their respective suppliers.
(1) Criteria used to develop list of suppliers to survey
Nidec created a set of criteria for preparing a list of suppliers to be surveyed by conducting a risk-based applicability assessment, which was primarily based on the type of supplier operations and the likelihood that the supplied materials contain 3TG, considering the relevant product specifications.
(2) Engagement with supply chain (Procedures for engaging with supply chain)
As a first step to engaging with the supply chain, Nidec sent a notification to the selected direct suppliers in July 2013, informing them about the reporting requirements relating to conflict minerals and asking them to complete a conflict minerals survey prepared based on the standard template developed by the Electronic Industry Citizenship Coalition (“EICC”) and Global e-Sustainability Initiative (“GeSI”), generally known as the Conflict Minerals Reporting Template. The suppliers were also given an opportunity to provide updated contact information to Nidec. Since many of Nidec’s suppliers are not registrants that file reports under Section 13(a) or 15(d) of the 1934 Act or are unfamiliar with the reporting requirements under Rule 13p-1, Nidec also provided step-by-step instructions for responding to the survey. Additionally, Nidec established an email address dedicated to receiving and responding to questions from suppliers about the reporting requirements relating to conflict minerals and assisting suppliers in completing the survey.
(3) Survey response review
Nidec evaluated the responses received from suppliers and, in the evaluation process, reviewed them for consistency, completeness and other apparent errors. With respect to the responses that were found to contain such errors, Nidec has been making an effort to follow up with the responding suppliers.
(4) Non-responsive suppliers
Nidec has also been making an effort to periodically remind suppliers that did not respond to the survey within a given time period.
Results of RCOI
None of the survey responses contained sufficient information to enable us to confirm the mine or location of origin of 3TG used in the products that Nidec procured from them. As a result, Nidec was unable to exclude the possibility that some conflict minerals in such procured products did originate, or may have originated, in the covered countries and were not from recycled or scrap resources. Accordingly, Nidec has filed a Conflict Minerals Report attached as Exhibit 1.01 to this Form SD.
Hyperlink to Form SD and Conflict Minerals Report
This Form SD and the Conflict Minerals Report, attached and filed as Exhibit 1.01 hereto, are publicly available at: http://www.nidec.com/en-global/sustainability/topics/conflict_mineral/.
Section 2 - Exhibits
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
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.
Nidec Corporation
(Registrant)
By:
/s/ Masuo Yoshimatsu
May 30, 2014
Masuo Yoshimatsu
First Senior Vice President,
Chief Financial Officer and Director
Exhibit 1.01 – Conflict Minerals Report
NIDEC CORPORATION
CONFLICT MINERALS REPORT
(FOR THE CALENDAR YEAR 2013)
Introduction
This is the Conflict Minerals Report of Nidec Corporation for the calendar year 2013 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities and Exchange Act of 1934 (the “1934 Act”). Unless otherwise defined herein, numerous terms in this Report are defined in Rule 13p-1 and the Form SD to which this Report is attached, and the reader is referred to these sources and the 1934 Act Release No. 34-67716 issued by the Securities and Exchange Commission on August 22, 2012, for such definitions.
We are a global manufacturer of electric motors and associated electronic components equipment, dedicated to meeting the requirements of various industries ranging from computers, automobiles, home appliances to commercial and industrial equipment.
Pursuant to Rule 13p-1, we undertook due diligence measures on the source and chain of custody of the conflict minerals in our products that are necessary to the functionality or production of the products and that we had reason to believe may have originated from the Democratic Republic of the Congo or an adjoining country (collectively, the “covered countries”) and may not have come from recycled or scrap sources.
1. Due Diligence Framework
Nidec designed its due diligence measures to be in conformity, in all material respects, with the internationally recognized due diligence framework as set forth in the Organization for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related supplements for tin, tantalum and tungsten and for gold (“3TG”) (collectively, the “OECD Guidance”).
2. Due Diligence Measures Undertaken
Nidec’s due diligence measures for 2013 included the following steps based on the five-step framework set forth in the OECD Guidance:
Establish company management systems
Nidec’s measures to establish a conflict mineral management system included the following:
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Appointed survey controllers in all relevant operating divisions to direct and supervise the overall conflict minerals due diligence efforts.
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Provided the relevant direct suppliers identified during the risk-based applicability assessment with instructions on how to respond to the survey conducted in connection with Nidec’s “reasonable country of origin inquiry” (“RCOI”), as described in the Form SD to which this Report is attached. Assisted such suppliers in knowledge transfer by sending communications to notify them of the applicable reporting requirements under Rule 13p-1 and Nidec’s expectation that their cooperation is expected. Established an email address dedicated to receiving and responding to questions from suppliers about the reporting requirements and assisting suppliers in completing the survey.
Identify and assess risks in the supply chain
To identify risks in its supply chain, Nidec undertook the following measures:
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Conducted a RCOI survey with the direct suppliers identified through a risk-based applicability assessment, as described in the Form SD to which this Report is attached. Reviewed and maintained records relating to the responses to the survey received from such suppliers.
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Continued to follow up and communicate with suppliers that failed to respond to the RCOI survey or whose responses to the RCOI survey contained errors. Compared the smelters that were identified by suppliers (as sources of conflict minerals for unspecified products) against the list of facilities that have received a DRC conflict free designation from the Conflict Free Smelter Program (“CFSP”).
Design and implement a strategy to respond to identified risks
Nidec designed and implemented the following strategies to respond to identified risks:
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Designed a risk management plan to identify, monitor and mitigate identified risks.
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Nidec reviewed supplier responses to its RCOI survey and continued to follow up and communicate with suppliers that failed to respond to the survey or whose responses to the RCOI survey contained errors.
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Set up management reporting on a regular basis where a summary of the results of the efforts to identify and assess risks in its supply chain is reported to management to keep management informed of the status of Nidec’s conflict minerals compliance.
Carry out independent third-party audit of smelter/refiner due diligence practices
Nidec is a downstream consumer of necessary conflict minerals and is several levels removed from mines, smelters and refiners, and does not source any minerals, including conflict minerals, directly from mines, smelters or refiners. Nidec thus does not perform or direct audits of smelters and refiners within its supply chain. As a result, our due diligence efforts relied on cross-industry initiatives such as CFSP.
Report annually on supply chain due diligence
This Report and the Form SD to which this Report is attached are on file with the Securities and Exchange Commission and publicly available at http://www.sec.gov/ and are also publicly available on Nidec’s company website at http://www.nidec.com/en-global/sustainability/topics/conflict_mineral/.
3. Due Diligence Results
Based on the due diligence measures described in this Report, Nidec has concluded that for the relevant reporting period, the necessary conflict minerals contained in its products are “DRC conflict undeterminable” with respect to its entire product portfolio, which consists of small precision motors, automotive, appliance, commercial and industrial products, machinery, electronic and optical components, and others.
As a downstream consumer of 3TG, Nidec must rely on its direct suppliers to gather information about smelters and refiners in the supply chain. Nidec does not directly and knowingly purchase 3TG from any of the covered countries.
As stated in the Form SD, based on the RCOI survey responses from suppliers, Nidec was unable to exclude the possibility that some conflict minerals in such procured products did originate, or may have originated, in the covered countries and were not from recycled or scrap resources.
Accordingly, Nidec implemented additional due diligence measures on the source and chain of custody of the conflict minerals used in its products to determine the mine or location of origin of such minerals, as described in this Report. Despite these additional due diligence measures as well as the RCOI survey, however, Nidec was unable to confirm the mine or location of origin of the conflict minerals used in its products.
4. Continuous Improvement Efforts to Mitigate Risk
Nidec intends to take the following steps to improve its due diligence to further mitigate any risk that the necessary conflict minerals used in its products may benefit armed groups:
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Work with suppliers who did not respond to its 2013 RCOI survey to help them understand the importance of the due diligence and increase the response rate.
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Expand the survey population to include additional suppliers and update supplier contact information that was not included in the 2013 due diligence.
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Send surveys to suppliers earlier in the calendar year and increase communications with suppliers to improve the contents of their survey responses.
5. Independent audit
This Report has not been subject to an independent private sector audit since Nidec’s products are “DRC conflict undeterminable” for the purposes of reporting under Rule 13p-1 for the calendar year 2013.