UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Kabushiki Kaisha NTT DOCOMO
(Exact name of the registrant as specified in its charter)
NTT DOCOMO, INC.
(Translation of registrant’s name into English)
| JAPAN | 1-31221 | |||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation or organization) | File Number) | Identification No.) | ||
| Sanno Park Tower 11-1, Nagata-cho 2-chome Chiyoda-ku, Tokyo 100-6150 Japan | ||||
| (Address of principal executive offices) | (Zip code) | |||
MUTSUO YAMAMOTO
Sanno Park Tower 11-1, Nagata-cho 2-chome
Chiyoda-ku, Tokyo 100-6150 Japan TEL: +81-3-5156-1111
(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. |
Introduction
NTT DOCOMO is a joint stock corporation organized under the Companies Act of Japan. NTT DOCOMO was incorporated and registered in August 1991 under the name of NTT Mobile Communications Planning Co., Ltd., and, in April 1992, we were renamed NTT Mobile Communications Network, Inc. We changed our name to NTT DoCoMo, Inc. on April 1, 2000 (NTT DOCOMO, INC. since June 2010).
NTT DOCOMO’s parent company is NIPPON TELEGRAPH AND TELEPHONE CORPORATION (“NTT”), the holding company of NTT group. NTT group is one of the world’s leading telecommunications operators.
NTT DOCOMO currently provides mobile telephone services over our LTE and W-CDMA networks. As of March 31, 2014, NTT DOCOMO has approximately 63,105 thousand subscribers and a domestic market share of 43.8%.
NTT DOCOMO, its 194 subsidiaries and 35 affiliates (as of March 31, 2014) constitute the NTT DOCOMO group and operate its business.
The reportable business segments of NTT DOCOMO are “mobile phone business” and “all other businesses” which combines quantitatively insignificant operating segments together for disclosure. With regard to all other businesses, major examples of operating segments are credit services, home shopping services, music software sales, Internet access services for hotel facilities, mobile advertising and the like.
Product Categories
NTT DOCOMO Group offers the following category of products for sale to customers:
| n | Mobile devices: |
Products: Mobile phones, smartphones, and other devices.
Policy on Non-use of Conflict Minerals
NTT DOCOMO Group’s policy on non-use of conflict minerals is as follows.
NTT DOCOMO Group’s Approach to Conflict Minerals
Some minerals originating in areas affected by conflict, such as the Democratic Republic of the Congo and adjoining countries (the “Covered Countries”), have been suspected of serving as a source of financing for violent armed groups, fomenting conflict and committing serious human rights abuses.
In this context, Section 1502 of the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the “Act”), signed into law in the United States in July 2010, requires companies listed in the United States to disclose certain information regarding conflict minerals, including the extent to which they use conflict minerals originating in the Covered Countries in their products. Under the Act, “Conflict Minerals” includes tantalum, tin, gold, tungsten and other minerals designated by the Secretary of State (“conflict minerals”).
To continue to be socially responsible with respect to this issue, NTT DOCOMO Group is working with its suppliers to conduct procurement in a way that improves supply chain transparency and, in consideration of the Act, is taking steps to avoid the use of conflict minerals, the proceeds from which could finance armed groups. At the same time, in view of the fact that areas affected by conflict also produce minerals that do not finance armed groups, NTT DOCOMO Group will work to implement its approach to socially responsible procurement without hindering the use of these minerals in its products.
NTT DOCOMO Group asks for the understanding of its suppliers and their cooperation with its surveys. NTT DOCOMO Group also asks that its suppliers endeavor to promote socially responsible procurement of minerals that are used in NTT DOCOMO Group’s products, together with the NTT DOCOMO Group.
A copy of NTT DOCOMO Group’s policy on non-use of conflict minerals is available at:
https://www.nttdocomo.co.jp/english/corporate/procure/policy/index.html#p01
(English)
https://www.nttdocomo.co.jp/corporate/disclosure/procure/policy/csr_procurement/index.html
(Japanese)
Section 1 – Conflict Minerals Disclosure
| Item 1.01 | Conflict Minerals Disclosure and Report |
Pursuant to its policy of non-use of conflict minerals, NTT DOCOMO Group surveyed the usage status of conflict minerals in its products and manufactured goods during 2013. As a result of this survey, NTT DOCOMO Group had manufactured and contracted to manufacture products for which “conflict minerals” were necessary to the functionality or production of such products (such minerals, “necessary conflict minerals”).
NTT DOCOMO Group conducted a reasonable country of origin inquiry, which employed a combination of measures to determine whether the necessary conflict minerals in NTT DOCOMO Group’s products originated from the Covered Countries. NTT DOCOMO Group’s primary means of determining the country of origin of necessary conflict minerals was to conduct a supply chain survey with tier 1 suppliers using the EICC/GeSI Conflict Minerals Reporting Template.
NTT DOCOMO Group surveyed all products manufactured or contracted to be manufactured by NTT DOCOMO Group during 2013 that were intended to be sold to its customers.
NTT DOCOMO Group adopted the above described reasonable country of origin inquiry and received responses from tier 1 suppliers. The response rate (based on the aggregate value of NTT DOCOMO Group’s procurement from its suppliers) for NTT DOCOMO Group’s tier 1 suppliers was over 80%.
Based on its reasonable country of origin inquiry, NTT DOCOMO has determined that a portion of the conflict minerals (tantalum, tin, gold and tungsten) that are necessary to the functionality or production of its products may have originated in the Covered Countries and further determined that such necessary conflict minerals may not be from recycled or scrap sources.
In accordance with Rule 13p-1 of the Securities Exchange Act of 1934, NTT DOCOMO will file this Specialized Disclosure Form (Form SD) and the attached Conflict Minerals Report. Both Form this SD and the Conflict Minerals Report will be publicly available on NTT DOCOMO’s website at https://www.nttdocomo.co.jp/english/corporate/ir/library/sec/index.html
| Item 1.02 | Exhibit |
The Conflict Minerals Report is provided as Exhibit 1.02 to this Form SD.
Section 2 – Exhibits
| Item 2.01 | Exhibits |
Exhibit 1.02 – Conflict Minerals Report as required by Item 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.
| NTT DOCOMO, INC. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Kaoru Kato |
May 30, 2014 | ||||||
| Name: | Kaoru Kato | |||||||
| Title: | President and Chief Executive Officer | |||||||
Exhibit 1.02
NTT DOCOMO Group’s Conflict Minerals Report
Pursuant to the Securities Exchange Act of 1934, Rule 13p-1
This report is NTT DOCOMO Group’s Conflict Minerals Report for 2013, in accordance with the provisions of Rule 13p-1 of the Securities Exchange Act of 1934 (“Rule 13p-1”). However, this report excludes conflict minerals that were located outside of the Supply Chain of NTT DOCOMO Group prior to January 31, 2013. Numerous terms used in this report are defined in Rule 13p-1 and Form SD, as well as the Securities Exchange Act of 1934, Release No. 34-67716 (August 22, 2012).
In accordance with Rule 13p-1, NTT DOCOMO Group conducted due diligence to determine whether conflict minerals in NTT DOCOMO Group product category was DRC conflict-free.
In terms of the supply chain, the products and manufactured goods that NTT DOCOMO Group sells are at the furthest point downstream from the mining of conflict minerals. In other words, NTT DOCOMO Group itself does not purchase unprocessed ore or unrefined conflict minerals from anywhere, including the Covered Countries. It is difficult to identify with confidence the location of origin (mine location) of conflict minerals once the raw ore has been smelted, refined and converted into other forms containing conflict materials, such as ingots and bars. The smelters and refiners are the point at which the unprocessed ore is concentrated, and NTT DOCOMO Group believes that the smelters and refiners are in the best position in the supply chain to identify the origin of ore mining.
NTT DOCOMO Group’s due diligence process was conducted in good faith and was designed to be compliant with a nationally or internationally recognized due diligence framework, based on the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD 2011) and related supplements on individual conflict minerals.
NTT DOCOMO Group’s due diligence method was as follows:
| • | Conduct a survey of tier 1 suppliers in its supply chain using the EICC/GeSI Conflict Minerals Reporting Template. The purpose of the survey is to identify those refiners and smelters supplying refined conflict minerals for use in NTT DOCOMO Group’s own manufactured goods or other products. |
| • | Compare smelters and refiners identified through the supply chain survey against lists of smelters and refiners designated as “DRC conflict free” on the basis of an independent third-party audit of conflict minerals. Smelters and refiners were compared against lists of tantalum, tin, tungsten and gold smelters/refiners published by the EICC/GeSI through its Conflict-Free Smelter (CFS) program. |
The above-mentioned due diligence efforts performed by NTT DOCOMO Group were designed to identify the smelters and refiners of conflict minerals supplying conflict minerals to NTT DOCOMO Group’s suppliers. NTT DOCOMO Group also held an explanatory meeting with its suppliers prior to conducting the surveys. In case where the responses to the surveys were assessed as indicating that the conflict mineral in question did not originate in one of the Covered Countries, NTT DOCOMO Group reviewed the supporting documentation to confirm the validity of the responses.
Ultimately, over 80% (based on the aggregate value of NTT DOCOMO Group’s procurement from its suppliers) of the tier 1 suppliers surveyed by NTT DOCOMO Group responded to the survey. The results revealed that certain products that include conflict minerals had certain conflict minerals sourced from countries other than the Covered Countries.
However, in evaluating the totality of the responses, it seems that, in many cases, it was difficult to obtain sufficient information from suppliers or other information sources to determine whether or not the conflict minerals used in its products originated in the Covered Countries, and even when such information was obtained in respect of a supplier, in many cases it was difficult to ascertain whether or not such conflict minerals were from recycled or scrap sources and whether or not such conflict minerals were used to finance armed groups. In many cases, the supplier responses did not provide the identity of the smelter or refiner processing the conflict mineral, or the responses indicated that the relevant supplier, or the refiner or smelter from which such tier 1 supplier sources conflict minerals, were unable to source the conflict minerals ultimately used in NTT DOCOMO Group’s products, and no definitive information was available to properly assess whether proceeds from such conflict minerals were used to finance armed groups, as all of the foregoing information was still under investigation. Furthermore, it was difficult in many cases for NTT DOCOMO Group to obtain sufficient information from its survey participants regarding the sourcing of the conflict minerals used in its products.
Accordingly, NTT DOCOMO Group could not determine the source of the conflict minerals used in the following products.
| • | Mobile phones [ using tantalum, tin, gold and tungsten ] |
| • | Smartphones [ using tantalum, tin, gold and tungsten ] |
NTT DOCOMO Group is not required to obtain an independent private sector audit for this Conflict Minerals Report.
Throughout the specified period, NTT DOCOMO Group implemented the following measures as improvement initiatives:
| • | In order to improve the supplier response rate for the smelter and refiner survey, NTT DOCOMO Group implemented the survey in cooperation with its key suppliers (for example, by visiting suppliers to verify obstacles and consult on countermeasures with a view to improving the smelter and refiner identification rate) |
| • | NTT DOCOMO Group provided feedback on the survey results to all suppliers who cooperated with the survey, and continued to request their cooperation in surveys |
| • | NTT DOCOMO Group exchanged its views with other SEC-registered companies and industry associations and other organizations to cooperate with regard to initiatives aimed at achieving non-use of conflict minerals in the future |
NTT DOCOMO Group intends to continue to make every effort to identify mines or the locations of the origin of relevant minerals, including the above due diligence procedures.
NTT DOCOMO Group plans to improve its due diligence efforts throughout the 2014 reporting period in order to mitigate the risk of conflict minerals benefiting armed groups, including taking the following steps:
| • | Undertake further efforts to improve the supplier response rate for the smelter and refiner survey |
| • | Compare the results of the conflict minerals survey against information obtained from independent conflict-free validation programs such as the EICC/GeSI Conflict-Free Smelter Program |
| • | Contact smelters and refiners identified as a result of the conflict minerals survey, and request that they obtain conflict-free certification through an industry program such as the EICC/GeSI Conflict-Free Smelter Program |