EX-1.01 2 formsdexhibit2016.htm EXHIBIT 1.01 Exhibit


Exhibit 1.01

Conflict Minerals Report of Cenveo, Inc. in Accordance with Rule
13p-1 under the Securities Exchange Act of 1934

Introduction

This Conflict Minerals Report (this “Report”) of Cenveo, Inc. (“Cenveo”) for calendar year 2015 has been prepared in accordance with Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended. Please refer to the Rule, Form SD and Release No. 34-67716 issued by the Securities and Exchange Commission (“SEC”) on August 22, 2012 for definitions to the terms used in this Report, unless otherwise defined herein.

The Rule was adopted by the SEC to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule imposes certain reporting obligations on SEC registrants who manufacture or contract to manufacture products containing conflict minerals which are necessary to the functionality or production of their products. Conflict minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (collectively, “3TG metals”) for the purposes of this assessment. The “Covered Countries” for the purposes of the Rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. These requirements apply to registrants regardless of the geographic origin of the conflict minerals and whether or not they fund armed conflict. Cenveo has determined that certain of its operations manufacture or contract to manufacture products which contain 3TG metals that are necessary to the functionality or production of such products. As a result, Cenveo has implemented policies, procedures and a due diligence process to determine whether it has sourced any of the 3TG metals contained in its products from the Covered Countries.

Description of Cenveo’s Products Covered by this Report

This Report relates to products (i) for which conflict minerals are necessary to the functionality or production of those products, (ii) that were manufactured or contracted to be manufactured by Cenveo, and (iii) for which the manufacture was completed during calendar year 2015. Such products (the “Covered Products”) could include envelopes with a clasp or tie and/or printed items that utilize certain bindery methods.

Design of Due Diligence Measures

In accordance with the Rule, Cenveo conducted a good faith reasonable country of origin inquiry regarding the 3TG metals contained in the Covered Products. This good faith reasonable country of origin inquiry was designed to determine whether any of such 3TG metals originated in the Covered Countries and whether any of such 3TG metals may be from recycled or scrap sources. Cenveo also undertook due diligence measures to determine the source and chain of custody of necessary conflict minerals used in its products. Cenveo's design of its due diligence program conforms in all material respects with the five step framework established by the Organisation for Economic Co-operation and Development (“OECD”) in its “OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition, 2013” (the “OECD Framework”), an internationally recognized due diligence framework.

Cenveo’s due diligence measures were based on the due diligence tools created by the Electronic Industry Citizenship Coalition (“EICC”) and the Global e-Sustainability Initiative’s (“GeSI”) Conflict-Free Sourcing Initiative which includes the Conflict Minerals Reporting Template (“CMRT”), a supply chain survey designed to identify the smelters and refiners of 3TG metals who provide those 3TG metals to our suppliers. As a company in the business of manufacturing print-related products, Cenveo is several levels removed from the sources of ores from which 3TG metals contained in the Covered Products are produced and the smelters and refiners that process those ores. Cenveo does not make purchases of raw ore or unrefined 3TG metals and makes no purchases in the Covered Countries. Cenveo must therefore rely on its suppliers to provide information regarding the origin of the 3TG metals contained in the Covered Products. Moreover, Cenveo believes that the smelters and refiners of the 3TG metals contained in the Covered





Products are best situated to identify the sources of such 3TG metals, and therefore has taken steps to identify the applicable smelters and refiners of such 3TG metals in its supply chain.

Due Diligence Measures Performed

Cenveo's due diligence measures included, but were not limited to:

Establishing a Conflict Minerals Policy (published at www.cenveo.com), incorporating the standards set forth in the OECD Framework. Each year this policy is reviewed by the individuals who administer Cenveo’s conflict minerals program to ensure any changes made by governing bodies and/or Cenveo are reflected.

Expanding and improving education and training to company personnel. Cenveo personnel who have influence over sourcing decisions are required to participate in annual training sessions. These sessions are offered in multiple formats including live training and user self-guided training. The annual training requirement allows Cenveo personnel to keep current with Cenveo’s conflict minerals program and enables any new personnel to be properly introduced to Cenveo’s program. At the conclusion of the training, such personnel are required to submit an attestation form indicting they have taken the course and understand the material.

Incorporating conflict minerals due diligence procedures into assigned roles and responsibilities. Cenveo has a dedicated group, Supplier Information Management (SIM), who is responsible for administering our conflict minerals program. SIM is part of Central Purchasing Services who reports directly to the Executive Vice President of Global Supply Chain. SIM is governed by standard operating procedures that are reviewed at a minimum of two times per year. The first review takes place following the annual filing of Cenveo’s Form SD with the SEC to incorporate any lessons learned during the reporting period and/or process improvements. The second review takes place at the end of each calendar year. In addition, Cenveo has dedicated legal counsel (internal and external) who provide regular guidance regarding the program.

Conducting an internal assessment to identify materials that could contain 3TG metals and suppliers who sourced those materials to Cenveo. The SIM team and Operations leadership review changes in the business to determine if material changes have been made in the way we produce our products and/or if changes have been made in the materials used in our products. The SIM team controls every new supplier added to Cenveo’s supplier base. As such, we are able to scrutinize new suppliers for their potential to introduce 3TG into our products and processes, both at the time they are added as a supplier and during the annual assessment.

Conducting a survey on our supply chain to obtain country of origin information for the necessary 3TG metals in our products using a slightly modified version of the CMRT as a basis to identify the applicable smelters and refiners and countries of origin of the 3TG metals in our products. On an annual basis SIM conducts an assessment of suppliers using a supply-chain survey. Every survey response is subjected to two separate reviews to assess responses for logic and completeness. This year we surveyed 641 suppliers of which 596 responded. Survey responses collectively identified 14 suppliers as having 3TG in the products they supply to Cenveo.

Comparing the smelters and refiners identified in the supply-chain survey against the list of smelter facilities which have been identified as "conflict free" by programs such as the EICC/GeSI Conflict Free Smelter (CFS) program for 3TG metals. As a result of our annual survey, we identified 14 suppliers as having 3TG in the products they supply to Cenveo. There were 4 suppliers who collectively identified 13 common smelters, all of which were on the EICC/GeSI Conflict Free Smelters List. There were 10 suppliers who submitted statements from three second tier suppliers (common to all of the 10 first tier suppliers) that based on due diligence from their supply chains, the 3TG contained in their products did not originate from the Covered Countries.






Finding alternative suppliers for vendors not responding timely or sufficiently. On an ongoing basis and during the annual survey process, SIM gathers evidence from existing suppliers and/or those who are being recommended as a new supplier to Cenveo to determine if their products contain 3TG and, if so, the source of those minerals. Those suppliers who fail to produce adequate evidence or refuse to provide evidence are removed from our supply base and/or not approved for use. SIM also works with Operations to identify alternative sources for products containing conflict minerals, as necessary.


Identified Smelters in the Cenveo Supply Chain:

 
Metal
Smelter Name
Smelter Country
Smelter Identification
1
Tin
Mineração Taboca S.A.
BRAZIL
CID001173
2
Tin
Malaysia Smelting Corporation (MSC)
MALAYSIA
CID001105
3
Tin
PT Timah (Persero) Tbk Kundur
INDONESIA
CID001477
4
Tin
Metallo-Chimique N.V.
BELGIUM
CID002773
5
Tin
EM Vinto
BOLIVIA
CID000438
6
Tin
Minsur
PERU
CID001182
7
Tin
Operaciones Metalurgical S.A.
BOLIVIA
CID001337
8
Tin
PT Timah (Persero) Tbk Mentok
INDONESIA
CID001482
9
Tin
Thaisarco
THAILAND
CID001898
10
Tin
Cooperativa Metalurgica de Rondônia Ltda.
BRAZIL
CID000295
11
Tin
CV United Smelting
INDONESIA
CID000315
12
Tin
PT Mitra Stania Prima
INDONESIA
CID001453
13
Tin
PT Tinindo Inter Nusa
INDONESIA
CID001490


Future Due Diligence Measures

In the next compliance period, Cenveo will continue to take steps to enhance its due diligence program to further mitigate the risk that necessary conflict minerals contained in the Covered Products finance or benefit armed groups in the Covered Countries. The steps include but are not limited to continued efforts to:

-    Engage with suppliers to obtain current, accurate and complete information about the supply chain;
-    Identify alternative suppliers for vendors not responding timely or sufficiently;
-    Perform ongoing risk assessment of product and supplies to identify those that may contain a conflict mineral;
-    Expand and improve internal education and training to company personnel;
-    Utilize and adopt system technology that can assist in oversight of sourced material; and
- Screening new suppliers as they are recommended.
 
Independent Private Sector Audit

An independent private sector audit is not required for this Report.