Delaware | 0-18706 | 95-3086563 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1000 Park Drive Lawrence, Pennsylvania | 15055 | |
(Address of Principal Executive Offices) | (Zip Code) |
Exhibit Number | Description |
1.02 | Conflict Minerals Report |
Exhibit Number | Description |
1.02 | Conflict Minerals Report |
• | Black Box has manufactured and contracted to manufacture products that contain Conflict Minerals that are necessary to the functionality and production of such products; and |
• | Black Box does not have sufficient information from its suppliers or other sources to conclude where many of these Conflict Minerals originated and therefore such Conflict Minerals may have originated in the Covered Countries and may not be from recycled or scrap resources. |
• | Adopt and commit to a supply chain policy for minerals originating from conflict-affected and high-risk areas: Black Box maintains a formal written Conflict Minerals policy that reflects its commitment to sourcing minerals that are "DRC conflict free" which is publicly available on its corporate website at www.blackbox.com. The Company will review its Conflict Minerals policy at least annually. |
• | Structure internal management systems to support supply chain due diligence: Black Box has a process in place to oversee the design, implementation, reporting, and ongoing maintenance of its Conflict Minerals Compliance Program that includes a Steering Committee and a Core Team. The Steering Committee's objective is to solicit the participation of the Company’s leadership to develop, document and maintain a governance structure which enables sustainable compliance and actively mitigates the risk of not meeting regulatory requirements. The activities of the Core Team are described in Step 3 below. The Company will evaluate the composition of the Steering Committee and the Core Team at least annually. |
• | Establish a system of controls and transparency over the mineral supply chain: Black Box implemented a process to evaluate Conflict Minerals risk of parts and suppliers in the mineral supply chain. Black Box intends to incorporate its Conflict Minerals policy into existing and new supplier and products agreements which would mitigate the risk of Conflict Minerals in its supply chain. Also, the Company will actively cooperate and participate with industry associations to enhance transparency and traceability in the supply chain. Black Box maintains records relating to its Conflict Minerals program in accordance with its record retention guidelines. |
• | Strengthen company engagement with suppliers: Black Box engaged its existing suppliers to help support its due diligence efforts for the 2013 Compliance Period. Black Box intends to further strengthen those existing and new supplier engagements by providing a clear communication to its suppliers of Black Box’s Conflict Minerals policy and the suppliers’ responsibilities. |
• | Establish a company level grievance mechanism: Black Box does not currently have a formal company level grievance mechanism to facilitate information from interested parties regarding Black Box’s sourcing strategy, use of Conflict Minerals within its supply chain, and alleged instances of non-compliance. Black Box, however, will consider such a grievance mechanism in the future. |
• | Identify high-risk parts and suppliers: Black Box identified its high-risk parts and suppliers during the 2013 Compliance Period and it will continue to use this risk-based approach to assess risk of Conflict Minerals in the supply chain. |
• | Survey the suppliers: Black Box surveyed its suppliers using a questionnaire, based on the Electronic Industry Citizenship Coalition and Global e-Sustainability (“EICC/GeSI”) template, during the 2013 Compliance Period and it will continue to use a similar supplier survey to identify components and products containing Conflict Minerals and their origin. |
• | Collect and review supplier responses: Black Box collected supplier responses for the 2013 Compliance Period and reviewed them for completeness and sufficiency and assigned each questionnaire a conflict minerals status. Black Box intends to continue this control. For non-responsive suppliers, the Company will continue supplier outreach to gather all available information for the 2013 Compliance Period. For suppliers who continue to be non-responsive to our requests, Black Box may suspend or discontinue such engagement. |
• | Aggregate supplier survey responses: Black Box reviewed aggregated supplier responses and key metrics for the 2013 Compliance Period. Black Box intends to continue this control. |
• | Review and assess smelter information: Black Box reviewed and assessed summary smelter information for the 2013 Compliance Period to determine if the smelter is certified as conflict free or is supporting information presents a "red flag" as defined by the OECD Guidance. Black Box relied upon information provided by the Conflict Free Sourcing Initiative (“CFSI”). CFSI conducts a Conflict Free Smelter Program, in which it certifies smelters and refiners worldwide as conflict free after confirming specific information including country of origin for conflict minerals that the smelter/refiner may purchase for its operations. CFSI makes available to the public the list of smelters/refiners that have been certified by CFSI as conflict free. Black Box intends to continue this control. |
• | Report findings to designated senior management outlining the information gathered and the actual and potential risks identified in the supply chain risk assessment: The Core Team summarizes information gathered on the actual and potential risks identified in the supply chain risk assessment and communicates it to the Steering Committee on a periodic basis. On an annual basis, the Core Team will complete the OECD gap analysis, tracking the progress year-over-year conflict mineral compliance progress. This comparison of current practice to OECD guidance will result in the identification of risks and gaps in Black Box’s conflict minerals controls and procedures. A summary of the OECD gap analysis will be reported by the Core Team to the Steering Committee and will include recommended action plans for reducing identified risks and closing identified gaps. |
• | Devise and adopt a risk management plan: Black Box does not currently have a formal risk management plan to minimize the risk of Conflict Minerals in its supply chain. However, Black Box intends to develop and adopt a formal risk mitigation plan to systematically reduce the exposure to Conflict Minerals risk in its supply chain. |
• | Implement the risk management plan, monitor and track performance of risk mitigation, report back to designated senior management and consider suspending or discontinuing engagement with a supplier after failed attempts at mitigation: Black Box will implement its risk mitigation plan that will remediate existing risks and mitigate future risks by implementing a broader internal control framework, which may include suspending or discontinuing supplier engagements. |
• | Undertake additional fact and risk assessments for risks requiring mitigation, or after a change of circumstances: Black Box will assess risks for changes of circumstances. |
• | Monitor smelter/refiner's due diligence for responsible supply chains of minerals: Black Box monitors, and will encourage their suppliers to monitor, industry wide Conflict Mineral activities including, but not limited to, results of smelter audits and incorporation of new smelters/refiners through the EICC Conflict Free Sourcing Initiative. Black Box will consider participating (and encouraging their suppliers to participate) in industry driven certification programs thereby allowing for joint spot checks (within an economically viable framework) of mineral smelter and refinery facilities. |
• | Annually report or integrate, where practicable, into annual sustainability or corporate responsibility reports, additional information on due diligence for responsible supply chains of minerals from conflict-affected and high-risk areas: Black Box has a process in place to review compliance-related results, summarize such results on Form SD and the Conflict Minerals Report and file such report with the SEC in a timely manner. |
• | No Black Box supplier has been identified as having sourced conflict minerals from the Covered Countries and directly or indirectly finances or benefits armed groups in a Covered Country. |
• | Black Box is unable to determine and to describe the facilities used to process Conflict Minerals that are contained in its products or their country of origin. Our efforts to determine the mine(s) or origin with the greatest possible specificity included the due diligence measures described above. |