Delaware | 1-8344 | 31-1029810 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||
Three Limited Parkway Columbus, Ohio 43230 | ||||
(Address of principal executive offices) (Zip Code) | ||||
Lowell (Chip) Howard (614) 415-7000 | ||||
(Name and telephone number, including area code, of the person to contact in connection with this report.) | ||||
_X__ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2018. |
Item 1.01 | CONFLICT MINERALS DISCLOSURE AND REPORT |
• | Victoria’s Secret |
• | PINK |
• | Bath & Body Works |
Item 1.02 | EXHIBITS |
Item 2.01 | EXHIBITS |
L Brands, Inc. | |||||
(Registrant) | |||||
Date: | May 29, 2019 | By: | /s/ LOWELL (CHIP) HOWARD | ||
Name: | Lowell (Chip) Howard | ||||
Title: | Deputy General Counsel |
1. | We worked with members of our production and sourcing teams who are subject-matter experts (“SMEs”) to review the materials and ingredients utilized in our products and their manufacture. Based on their review, we developed a list of 50 suppliers that manufacture or contract to manufacture product categories that could contain conflict minerals that are necessary for their function or production (“in-scope suppliers”). |
2. | We engaged a third-party service provider (the “Service Provider”) to survey in-scope suppliers using the Responsible Minerals Initiative’s (“RMI”) Conflict Minerals Reporting Template (“CMRT”) via a web-based portal. |
3. | We instructed each of our in-scope suppliers to work with their upstream suppliers, as applicable, to take reasonable steps and make good faith efforts to identify the conflict minerals in our products and their sources. |
4. | We engaged with our in-scope suppliers’ upstream suppliers, as applicable, to provide training and assistance in identifying conflict minerals in our products and their sources. |
5. | We partnered with the Service Provider to review responses for completeness and reasonableness, follow up with in-scope suppliers via automated and manual communications to improve the survey response rate, gather any missing information and clarify any responses as needed. |
6. | We compared smelters and refiners (“SORs”) reported by our suppliers to the RMI’s publicly available list of known SORs. |
7. | We escalated uncooperative in-scope suppliers to the applicable sourcing team and Company leaders, as necessary, for further discussion and possible corrective action. |
• | We maintained a Conflict Minerals Policy that prohibits our suppliers from using conflict minerals which may directly or indirectly finance or benefit armed groups in the Covered Countries. Our Conflict Minerals Policy is available on our website at https://www.lb.com/responsibility/supply-chain/commitment-and-governance. |
• | We continued providing training to our suppliers to review the Rule and its requirements as well as our Conflict Minerals Policy, remind them of their role in our RCOI and due diligence efforts and clarify commonly misunderstood terms and concepts based upon survey responses. We also relied on electronic training and a resource library provided by the Service Provider. |
• | We maintained language in our supplier contracts and other supply chain guideline documents to specifically address our Conflict Minerals Policy and the Rule. |
• | We established the following multi-level, cross-functional governance structure starting in 2012 to monitor developments and provide ongoing management of our conflict minerals program: |
• | Compliance Oversight Committee: Provides oversight related to matters of Conflict Minerals Policy and compliance. |
• | Steering Committee: Provides guidance related to the design and execution of our conflict minerals program. |
• | Subject Matter Experts: Provide insights from the production and sourcing teams to ensure that in-scope product types and suppliers remain updated, review program status and obtain continuous feedback on the execution of our program. |
• | We performed a RCOI which included requiring in-scope suppliers to complete the RMI’s CMRT as well as a review of the data collected to determine if the SORs reported to us sourced conflict minerals from a Covered Country. |
• | We reviewed incomplete and inconsistent RCOI responses and engaged with our suppliers and their upstream suppliers, as needed, to provide additional training, clarify responses and gather additional information. We continue to refine our plan to identify risks in our suppliers’ RCOI responses. |
• | We informed in-scope suppliers of our Conflict Minerals Policy in RCOI communications. |
• | L Brands is a member of RMI, an industry group which exists to assist member companies to investigate and mitigate risks associated with the use of conflict minerals in their products. As a member, we have access to additional information about the countries of origin from which SORs source. Using that information, we performed additional procedures to assess the SORs reported to us. |
• | We continue to develop, and are committed to executing, a risk mitigation plan that includes providing regular updates to our Conflict Minerals Steering Committee and escalating identified risks to production and sourcing teams and the Compliance Oversight Committee to determine appropriate next steps and possible corrective action. |
• | As members of the RMI, we support audits of conflict minerals SORs conducted by independent third parties through the RMAP. |
• | We filed this Conflict Minerals Report for the calendar year ended Dec. 31, 2018 with the SEC as Exhibit 1.01 to the Form SD on May 29, 2019. |
Conformant1 | Not Conformant2 | Total | |
Tin | 14 | — | 14 |
Gold | 8 | 1 | 9 |
Total | 22 | 1 | 23 |
Total by Percent | 96% | 4% | 100% |
• | Continue our membership and participation in the RMI through monthly membership and semi-monthly workgroup meetings and collaborate with other industry groups and peer companies. |
• | Continue to partner closely with, and provide training to, our finished goods suppliers, component and raw material sub-suppliers, sourcing teams and other applicable associates to improve our compliance efforts. |
• | Implement corrective actions for suppliers who are unable to provide complete and accurate information or do not source from smelters or refiners who have been validated through programs such as RMI’s RMAP, London Bullion Market Association’s Responsible Gold Programme or Responsible Jewellery Council’s Chain-of-Custody Certification Program. |
Metal | Smelter Name | Smelter Country | Conformance Status |
Gold | Guangdong Jinding Gold Limited | China | Not Conformant |
Gold | Heraeus Metals Hong Kong Ltd | China | Conformant |
Gold | LS-NIKKO Copper Inc. | Korea | Conformant |
Gold | Metalor Technologies (Hong Kong) Ltd. | China | Conformant |
Gold | Metalor Technologies (Singapore) Pte., Ltd. | Singapore | Conformant |
Gold | Metalor Technologies SA | Switzerland | Conformant |
Gold | Mitsui Mining and Smelting Co., Ltd. | Japan | Conformant |
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China | Conformant |
Gold | Umicore SA Business Unit Precious Metals Refining | Belgium | Conformant |
Tin | Alpha | United States | Conformant |
Tin | China Tin Group Co., Ltd. | China | Conformant |
Tin | EM Vinto | Bolivia | Conformant |
Tin | Gejiu Kai Meng Industry and Trade LLC | China | Conformant |
Tin | Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. | China | Conformant |
Tin | Malaysia Smelting Corporation (MSC) | Malaysia | Conformant |
Tin | Minsur | Peru | Conformant |
Tin | Operaciones Metalurgical S.A. | Bolivia | Conformant |
Tin | PT Refined Bangka Tin | Indonesia | Conformant |
Tin | PT Timah Tbk Kundur | Indonesia | Conformant |
Tin | PT Timah Tbk Mentok | Indonesia | Conformant |
Tin | Thaisarco | Thailand | Conformant |
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China | Conformant |
Tin | Yunnan Tin Company Limited | China | Conformant |