x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014. |
1. | Conflict Minerals Disclosures |
2. | Exhibits |
Date: May 31, 2016 | /s/ JUDITH A. REINSDORF | ||
Judith A. Reinsdorf | |||
Executive Vice President and General Counsel | |||
• | North America Integrated Solutions & Services designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, institutional and governmental customers in North America. |
• | Rest of World (“ROW”) Integrated Solutions & Services designs, sells, installs, services and monitors electronic security systems and fire detection and suppression systems for commercial, industrial, retail, residential, small business, institutional and governmental customers in the ROW regions. |
• | Global Products designs, manufactures and sells fire protection, security and life safety products, including intrusion security, anti-theft devices, breathing apparatus and access control and video management systems, for commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide, including products installed and serviced by our NA and ROW Integrated Solutions & Services segments. |
a) | Our Global Products segment manufactured, or contracted to manufacture, certain products for which gold, wolframite, cassiterite, coltan, and/or their derivatives tin, tantalum and tungsten (collectively “3TG” or “conflict minerals” (as defined in Section 1502(e)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act)) are necessary to the functionality or production of such products. |
b) | Based on our reasonable country of origin inquiry and subsequent due diligence, we do not have concrete findings on whether our sourcing practices directly or indirectly funded armed groups in the Democratic Republic of Congo or the countries adjoining it (the “DRC Region”). |
• | Following initial introductions to the program and information request, up to five reminder emails were sent to each non-responsive supplier requesting survey completion. |
• | Special focus on non-responsive high-spend suppliers, who were contacted by telephone and offered assistance in completing the registration process and the CMRT referred to below. This assistance included, but was not limited to, further information about our conflict minerals compliance program, an explanation of why the information was being collected, a review of how the information would be used and clarification of how the information could be provided. |
Metal | Smelter / Refiner | Certification Status | Mine Countries of Origin |
Gold | CCR Refinery - Glencore Canada Corporation | LBMA, CFSP | DRC- Congo (Kinshasa), Zambia |
Gold | China Nonferrous Metal Mining (Group) Co., Ltd. | None | Zambia |
Tantalum | Conghua Tantalum and Niobium Smeltry | CFSI | Rwanda |
Tin | CV United Smelting | CFSI | DRC- Congo (Kinshasa) |
Tantalum | Duoluoshan | CFSI | Rwanda |
Tin | EM Vinto | CFSI | DRC- Congo (Kinshasa) |
Tantalum | H.C. Starck Co., Ltd. | CFSI | Rwanda |
Tungsten | H.C. Starck GmbH | CFSI | Rwanda |
Tantalum | H.C. Starck GmbH Goslar | CFSI | Rwanda |
Tantalum | H.C. Starck GmbH Laufenburg | CFSI | Rwanda |
Tantalum | H.C. Starck Hermsdorf GmbH | CFSI | Rwanda |
Tantalum | H.C. Starck Inc. | CFSI | Rwanda |
Tantalum | H.C. Starck Ltd. | CFSI | Rwanda |
Tantalum | Hi-Temp Specialty Metals, Inc. | CFSI | Rwanda |
Tantalum | Jiujiang Tanbre Co., Ltd. | CFSI | DRC- Congo (Kinshasa) |
Tantalum | KEMET Blue Metals | CFSI | Rwanda, Burundi |
Tantalum | Kemet Blue Powder | CFSI | DRC- Congo (Kinshasa), Rwanda, Burundi |
Tin | Minsur | CFSI | DRC- Congo (Kinshasa), Rwanda |
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CFSI | Rwanda, Burundi |
Tin | Operaciones Metalurgical S.A. | CFSI | DRC- Congo (Kinshasa) |
Tin | PT Bukit Timah | CFSI | DRC- Congo (Kinshasa) |
Tin | PT Pelat Timah Nusantara Tbk | None | DRC- Congo (Kinshasa), Rwanda, Burundi |
Tin | PT Stanindo Inti Perkasa | CFSI | DRC- Congo (Kinshasa) |
Tin | PT Timah (Persero) Tbk Mentok | CFSI | DRC- Congo (Kinshasa) |
Gold | Rand Refinery (Pty) Ltd. | LBMA, CFSI | DRC- Congo (Kinshasa), Tanzania |
Tin | Thaisarco | CFSI | DRC- Congo (Kinshasa), Rwanda |
Tantalum | Ulba Metallurgical Plant JSC | CFSI | DRC- Congo (Kinshasa), Rwanda, Burundi |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CFSI | Rwanda, Burundi |
Tungsten | Xiamen Tungsten Co., Ltd. | CFSI | Rwanda |
Tantalum | Zhuzhou Cemented Carbide | CFSI | DRC- Congo (Kinshasa), Rwanda, Burundi |
• | Development of a conflict minerals policy. We have implemented additional contractual provisions in all newly executed master supply agreements that require our suppliers to comply with conflict mineral provisions. These provisions require suppliers to certify that any 3TG in components supplied to Tyco either (i) was not sourced from the DRC or adjoining countries, or (ii) if it was, that such 3TG did not directly or indirectly fund armed groups in the DRC or adjoining countries. |
◦ | Develop policies and processes aimed toward preventing the use of conflict minerals or derivative metals necessary to the functionality or production of their products that finance or benefit armed groups in the DRC or adjoining countries; and |
◦ | Not knowingly procure conflict minerals that originate from facilities in the DRC or adjoining countries that are not certified as “conflict free” |
• | Assembled an internal team to support supply chain due diligence. An internal team led by the Global Supply Chain function and including members of the legal department and the Engineering and Operation Excellence departments of each of the business units within the Global Products segment was assembled to advance and implement the supply chain review required by the rule. |
• | Established a system of controls and transparency over the mineral supply chain. The internal team created and implemented procedures to review all product categories to determine, based primarily on reviewing bills of material, whether the product category contained, or was likely to contain, 3TG. Based on this review, suppliers were contacted and asked to complete the CMRT to report on the status of 3TG in the products they supplied to Tyco. |
• | Implement measures taken to strengthen company engagement with suppliers. Tyco engaged a third party service provider (Source Intelligence) to assist in the outreach effort to suppliers, to track and analyze responses, and to perform multiple follow up efforts for suppliers that were unresponsive. As part of this effort, tier 1 and tier 2 suppliers were engaged to collect information regarding the presence and sourcing of 3TG used in the products supplied to Tyco. Special focus was made to elicit responses from high-spend suppliers in the Company’s direct-spend category. Information was collected and stored using an online platform provided by the third party service provider. |
• | Identify the Smelters or Refiners (SORs) in the supply chain. As noted above, as a result of the Company’s RCOI, Tyco was able to identify SORs within its supply chain for those suppliers who affirmatively responded to outreach efforts. |
• | Documentation Processes. Tyco has established its due diligence compliance program and is in the process of documenting and formalizing a record maintenance mechanism to ensure the diligence procedures are sustainable. |
• | Report findings to senior management. Included in the process established by the internal team is routine reporting to senior management of the progress of the supply chain due diligence, including periodic reporting to the Audit Committee of the Board of Directors. |
• | Report Annually on Supply Chain Due Diligence. The Form SD and CMR contained herein and publicly available at www.tyco.com. |
• | Continue to assess the presence of 3TG in its supply chain; |
• | Clearly communicate expectations with regard to supplier performance, transparency and sourcing; |
• | Increase the response rate for its RCOI; |
• | Continue to compare supplier outreach results to information collected via independent conflict free smelter validation programs such as the CMRT; |
• | Contact smelters identified as a result of the supplier outreach process and request their participation in obtaining a “conflict free” designation from an industry program such as the ones mentioned above; |
• | Implement a risk management plan, monitor and track risk mitigation, report to senior management and evaluate supplier relationships; |
• | Undertake additional fact and risk assessments for risks requiring mitigation, or after a change of circumstances; |
• | Evaluate conflict mineral compliance program as part of integration-planning activities related to Tyco’s proposed merger with Johnson Controls, Inc.; and |
• | Carry out independent third-party audit of SOR due diligence if deemed necessary. |