UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM SD
SPECIALIZED DISCLOSURE REPORT
_______________________________________
(Exact name of registrant as specified in its charter)
_______________________________________
| Delaware | 001-11311 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | |||||||||||||
| 21557 Telegraph Road, Southfield, MI 48033 | ||||||||||||||
| (Address of principal executive offices) (Zip code) | ||||||||||||||
Harry A. Kemp
Senior Vice President, Chief Administrative Officer and General Counsel
(248) 447-1500
(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, 2022. | ||||
| ☐ | Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended _____________. | ||||
Section 1 - Conflict Mineral Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, the Company has filed this Specialized Disclosure Form (“Form SD”) and the associated Conflict Minerals Report. Both the Form SD and the Conflict Minerals Report are available on the Company’s website at: https://ir.lear.com/sec.cfm.
Information included on the Company’s website is provided for informational purposes only and is not incorporated by reference herein.
Item 1.02 Exhibit
The Company’s Conflict Minerals Report for the year ended December 31, 2022, is filed as Exhibit 1.01 to this Form SD.
Section 2 - Resource Extraction Issuer Disclosure
Item 2.01 Resource Extraction Issuer Disclosure and Report
Not applicable
Section 3 - Exhibits
Item 3.01 Exhibits
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 undersigned thereunto duly authorized.
| Lear Corporation | |||||||||||||||||
| Date: | May 25, 2023 | By: | /s/ Jason M. Cardew | ||||||||||||||
| Name: | Jason M. Cardew | ||||||||||||||||
| Title: | Senior Vice President and Chief Financial Officer | ||||||||||||||||
Exhibit 1.01
CONFLICT MINERALS REPORT 2022
Section 1: Introduction
This Conflict Minerals Report (the "Report") covers the period of January 1, 2022 through December 31, 2022, in compliance with Rule 13p-1 (the "Conflict Minerals Rule") under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Under the Dodd-Frank Wall Street Reform Act (the "Dodd-Frank Act"), the Securities and Exchange Commission (the "SEC") issued the Conflict Minerals Rule to require certain companies to disclose their use of conflict minerals if those minerals are "necessary to the functionality or production of a product" manufactured by those companies. Under the Dodd-Frank Act, those minerals include tin, tungsten, tantalum or gold (together, such minerals are referred to as "3TG"). Congress enacted the Conflict Minerals Rule due to concerns that the exploitation and trade of conflict minerals by armed groups is helping to finance conflict in the Democratic Republic of Congo ("DRC") region. The Conflict Minerals Rule focuses on 3TG emanating from the DRC and nine adjoining countries (together, the "DRC Covered Countries").
Under the Conflict Minerals Rule adopted by the SEC, companies (including Lear Corporation) are required to publicly disclose their use of conflict minerals, including through filing a "conflict minerals report" as an exhibit to Form SD, the form created for conflict minerals disclosure.
Lear's Commitment to Responsible Materials Sourcing
Lear Corporation ("Lear" or the "Company") is a "downstream" company and is part of a global and complex supply chain, with several layers of manufacturers before reaching the smelters and refiners that may process 3TG that may ultimately be used in the products manufactured by Lear.
Lear does not have a direct business relationship with any smelters or refiners that process 3TG and does not directly purchase primary sourced 3TG minerals from mine sites. However, Lear cares about our impact on people and the planet and recognizes that sourcing responsibly is part of a broader approach to protecting the people and environments where we do business, as well as places far removed from our direct supply base.
At Lear, we believe the best way to deliver the highest quality products and services is to maintain a work environment that fosters collaboration, interaction, tolerance and respect. As champions of human rights, our "Human Rights Policy" clearly defines how we approach, govern and defend the dignity of people throughout our operations, the communities in which we operate, and our global supply chain.
Our policy is guided by the United Nations Global Compact, including its Ten Principles and Sustainable Development Goals, as well as the 1998 ILO Declaration on Fundamental Principles and Rights at Work.
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Exhibit 1.01
As discussed later in this Report, Lear requires the suppliers in its supply chain to comply with Lear's conflict minerals reporting requests, engage in due diligence of their respective supply chains and provide information regarding the origin of and facilities used to process the 3TG contained in the materials supplied to Lear. We ask suppliers to ensure that materials used in our products do not directly or indirectly provide funding to conflicts or human rights abuses. We endeavor to use only components with raw materials where extraction, transport, trade, processing and export are obtained from validated sources as a matter of principle, wherever practicable. We also look beyond our direct supply chain to promote appropriate sourcing measures, including the sourcing of the raw materials used in our products.
Company and Product Overview
Lear is a global automotive technology leader in Seating and E-Systems, enabling superior in-vehicle experiences for consumers around the world. We supply complete seat systems, key seat components, complete electrical distribution and connection systems, battery disconnect units ("BDU") and other electronic products to all of the world's major automotive manufacturers.
Our business is organized under two reporting segments: Seating and E-Systems. Each of these segments has a varied product and technology portfolio across a number of component categories.
•Seating — Our Seating business consists of the design, development, engineering and manufacture of complete seat systems and key seat components. Our capabilities in operations and supply chain management enable synchronized assembly and just-in-time delivery of complex complete seat systems at high volumes to our customers. Included in our complete seat systems and components are our advanced comfort solutions, including thermal, safety and wellness products, as well as configurable seating product technologies. All of these products are compatible with traditional internal combustion engine ("ICE") architectures and electrified powertrains, including the full range of hybrid, plug-in hybrid and battery electric architectures. Our advanced comfort solutions are facilitated by our seat system, component and integration capabilities, together with our competencies in electronics, sensors, software and algorithms. As the most vertically integrated global seat supplier, our key seat component product offerings include seat trim covers; surface materials such as leather and fabric; seat mechanisms; seat foam; thermal comfort systems such as seat massage, lumbar, heat, ventilation and active cooling products; and headrests.
•E-Systems — Our E-Systems business consists of the design, development, engineering and manufacture of complete electrical distribution and connection systems, BDUs and other electronic products. These capabilities enable us to provide our customers with customizable solutions with optimized designs at competitive costs for both low voltage and high voltage vehicle architectures. Electrical distribution and connection systems utilize low voltage and high voltage wire, high-speed data cables and flat wiring to connect networks and electrical signals and manage electrical power within the vehicle for all types of powertrains – from traditional ICE architectures to the full range of electrified powertrains that require management of higher voltage and power. Key components of our electrical distribution and connection systems portfolio include wire harnesses, terminals and connectors, high voltage battery connection systems and engineered components. High voltage battery connection systems include intercell connect boards, bus bars and main battery connection systems. BDUs control all electrical energy flowing into and out of high voltage batteries on electrified vehicles. Our other electronic products facilitate signal, data and power management
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Exhibit 1.01
within the vehicle and include the associated software required to facilitate these functions. Key components of our other electronic products portfolio include zone control modules, body domain control modules and low voltage and high voltage power distribution modules. Our software offerings include embedded control, cybersecurity software and software to control hardware devices. Our customers traditionally have sourced our electronic hardware together with the software that we embed in it.
Our products are more fully described in our Annual Report on Form 10-K for the fiscal year ended, December 31, 2022, which can be accessed at: https://ir.lear.com/.
Lear recognizes that 3TG is present in some of our products in both our Seating and E-Systems segments. Most components that use 3TG are in our E-Systems electronics and electrical distribution systems and our Seating structures and mechanisms. Our latest product information is available on Lear's public domain https://www.lear.com/technology.
Section 2: Due Diligence Framework
The final Conflict Minerals Rule adopted by the SEC requires that an issuer of the report undertake a due diligence process and that such due diligence follow a nationally or internationally recognized due diligence framework. Because Lear's products, like those of many of its peers in the automotive industry, contain 3TG minerals, Lear also conducted a "Reasonable Country of Origin Inquiry" ("RCOI") regarding the origin of the 3TG minerals used in its products. Lear designed its due diligence measures to be in conformity, in all material respects, with the internationally recognized five-step due diligence framework established by the Organisation for Economic Co-operation and Development ("OECD"), the Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the "OECD Guidance"), which satisfies the Conflict Minerals Rule requirements regarding due diligence.
The following provides a description of Lear's due diligence process:
2.1 OECD Step 1: Strong Management System
A.Conflict Minerals Sourcing Policy
•Lear developed an enhanced "Responsible Materials Sourcing Policy" that is published on Lear's public website at: https://www.lear.com/. It is also contained in Attachment A to this Report.
•The policy states that Lear will comply with the disclosure and reporting requirements of the Conflict Minerals Rule of the Dodd-Frank Act, as well as the rules of the SEC promulgated thereunder.
•The policy also states that Lear requires legal and ethical sourcing of materials in its supply chain and imposes an obligation on Lear's suppliers to engage in due diligence of their respective supply chains to understand and report the content of the parts such suppliers provide to Lear.
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Exhibit 1.01
•The policy requires suppliers to perform due diligence on the source and chain of custody of their raw materials in accordance with all applicable laws, as well as the OECD Guidance and other relevant guidance.
•The policy is also cited in our "Lear Supplier Sustainability Policy" describing Lear's pursuit to prevent the flow of funds to armed groups and conflicts as part of its broader sustainability objectives. The "Lear Supplier Sustainability Policy" is published on Lear's public website at https://www.lear.com/. It is also contained in Attachment B to this Report.
B.Internal Management Structure
•Leadership Oversight
•Lear's Board of Directors has assigned its Governance and Sustainability ("G&S") Committee oversight responsibility for Lear's environmental, social, and governance ("ESG") strategy and activities, including supply chain sustainability aspects.
To further integrate ESG into our business, Lear has added specific ESG responsibilities to senior management. Our overall ESG leadership is now led by the Senior Vice President, Chief Administrative Officer and General Counsel. He is supported by executive leaders across the spectrum of Sustainability, including our Vice President - ESG.
•Cross Functional Team
•A Cross Functional Team within Lear’s organization with leadership representatives collaborates to support the supply chain due diligence process undertaken by Lear related to the Conflict Minerals Rule. Representatives include Vice Presidents from Lear’s ESG, Purchasing, Ethics and Compliance, Legal, Engineering, Operations, Continuous Improvement, Marketing and Communications, Sales and Quality teams.
•The purpose of the Cross Functional Team is to ensure availability of resources necessary to support Lear's supply chain due diligence process related to the Conflict Minerals Rule. The team helps guide and influence Lear's policies and reporting, monitors the execution and effectiveness of Lear's due diligence process and collaborates to develop improvements to such process.
•Report Findings to Designated Senior Management and Board of Directors
•Lear's designated members of the Company's Senior Management and the Company's Board of Directors are provided an update relating to conflict minerals activities by the ESG team at least annually, or upon request.
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Exhibit 1.01
C.Controls and Transparency Over the Mineral Supply Chain
•Industry Driven Programs
•The OECD Guidance encourages participation in industry-driven programs to establish an industry-wide system of controls and transparency over the mineral supply chain including either a chain of custody or a traceability system. As outlined in the OECD Guidance, Lear supports an industry initiative that validates smelters' or refiners' ("SORs") due diligence activities, such as the Responsible Minerals Initiative® ("RMI"®) of the Responsible Business Alliance (RBA®). Lear is recognized in RMI under company member code "LEAR."
•RMI validates SORs due diligence activities through its Responsible Minerals Assurance Process ("RMAP"). The RMAP uses an independent third-party assessment of SOR management systems and sourcing practices to validate conformance with RMAP audit standards and current global standards and alignment with OECD due diligence measures on sourcing of conflict-free materials. Companies can then use this information to assess and make informed choices concerning their supply chains. The audit standards were developed according to global frameworks including the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the Dodd-Frank Act. The RMAP Gold Standard is cross-recognized by the London Bullion Market Association (LBMA) and the Responsible Jewellery Council (RJC) third party gold refiner audits.
•Lear actively participates in the Automotive Industry Action Group ("AIAG"), an automotive industry group whose members include original equipment manufacturers ("OEM") and "Tier" suppliers. Lear participates in periodic meetings and coordinates with AIAG through the Responsible Materials Work Group ("RMWG"), which was established to prepare suppliers for reporting that will enable compliance with provisions of the Conflict Minerals Rule. The RMWG created different subgroups to support specific initiatives to develop tools and resources to assist companies and their supply chain in the reporting processes. Lear joined the Smelter Engagement Team ("SET"), Information Sharing, Industry Best Practices and Global Requirements & Minerals Sensing subgroups of the RMWG. Lear also participates in the RMI's SET. The SETs conduct research and outreach encouraging SORs to participate in the RMI which supports the validation of SORs management systems and due diligence process. Validation through the RMI evaluates chain of custody and/or traceability of the minerals from the mine to the SORs. This is the primary methodology for downstream suppliers (such as Lear) to have influence on the upstream supply base (such as the smelters and refiners).
5
Exhibit 1.01
D.Company Engagement with Suppliers
•Lear has established an online supplier portal and communication resources to strengthen Lear's engagement with its suppliers.
•The supplier portal is available at Lear's website at https://www.lear.com/suppliers. Suppliers receive communications via Lear's online supplier bulletin posted on this website.
•The "Suppliers" tab on Lear’s website also serves as a supplier information portal that provides the supply chain the opportunity to view and access important Lear information and updated web guides for suppliers. Web guides are incorporated in the “Purchase Order Terms and Conditions” used by Lear when contracting with suppliers, and such web guides contain requirements in addition to those specifically set forth in the Terms and Conditions. Web guides include a “Global Requirements Manual and Code of Conduct for Suppliers” and contain information for suppliers regarding the Conflict Minerals Rules. Also, under the “Suppliers” tab, additional conflict minerals related documents are provided (e.g., Lear’s “Responsible Materials Sourcing Policy,” supplier expectations and communication requests to the supplier).
•Suppliers may contact a Lear conflict minerals representative anytime via e-mail at: conflictminerals@lear.com.
•All 3TG relevant suppliers are provided, on an annual basis, a communication letter that outlines reporting instruction and expectations. It also includes information on resources that may help suppliers with their reporting activities. A sample letter is contained in Attachment C to this Report.
•Suppliers are required to ensure that their company and suppliers are not associated with any prohibited transactions, comply with all applicable legal requirements, and prevent incidents or conditions that may result in a violation of law and restrictions. These requirements are outlined further in Lear's enhanced "Human Rights Policy" that is contained in Attachment D to this Report.
E.Grievance Mechanism
•The conflictminerals@lear.com mailbox is a mechanism available for any interested party to communicate their concerns/grievances regarding Lear's conflict minerals process.
•This mailbox is checked daily for communications from interested parties.
•In the event that a grievance is submitted via the mailbox, the Conflict Minerals Teams responsible review the contents of the grievance, discuss with appropriate
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Exhibit 1.01
Lear individuals from the Cross Functional Team to seek resolution and communicate back to the person submitting the grievance.
•A process for reporting concerns has also been established for Lear employees or any other potentially affected party worldwide to report concerns on any potential risks associated with human rights or any other business risks. Reports can be made confidentially and anonymously via our Ethics & Compliance helpline (online or telephone), online complaint webform, email, a mobile intake app or regular mail. Further details on Lear standards associated with the reporting process can be found on Lear's Code of Business Conduct and Ethics located at https://ir.lear.com/corporate-governance. This information is also found in Lear's Annual Sustainability Report at https://www.lear.com/sustainability.
2.2 OECD Step 2: Identify and Assess Risk in Our Supply Chain
Lear engaged in a number of steps to identify which of its suppliers are known to have 3TG in their products and request that such suppliers complete a template to assist Lear in identifying and assessing risks in its supply chain. These steps included:
A.Identification of Suppliers and Point of Contact; Completion of RCOI
•Lear utilizes the International Material Data System ("IMDS") to identify and assess risk of relevant suppliers that provide components to Lear, as an initial step. Lear communicates the conflict minerals reporting request by e-mail with its suppliers identified in the IMDS list known to have 3TG in their products.
The IMDS is a collective, computer-based material data system for the automotive industry to manage environmental relevant aspects of the different parts in vehicles.
•Suppliers are requested to identify the individual(s) responsible for providing conflict mineral information for their company.
•An RCOI is completed using the RMI's Conflict Minerals Reporting Template (the "CMRT"), which is described in further detail below.
•RCOI is an inquiry regarding the origin of 3TG that is designed to determine where the minerals used by Lear's suppliers originated or if they are from recycled or scrap sources.
•The CMRT was developed by the RMI as a standard reporting template for companies to use to facilitate disclosure and communication of information regarding SORs that provide material to a company's supply chain. It includes questions regarding a company's conflict minerals sourcing policy, engagement with its direct suppliers and a listing of the SORs the company
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Exhibit 1.01
and its suppliers use. In addition, the CMRT contains questions about the origin of conflict minerals included in suppliers' products, as well as about the due diligence conducted by suppliers.
B. Assessment of Risk
Lear considers the following risk elements in its due diligence process:
•Completeness of the submission of information by Lear's suppliers, especially for those suppliers known to have 3TG in their components. The AIAG's CM-3 Guide for Conflict Minerals Reporting to the Automotive Industry ("CM-3 Guide") and other available guidance across the industry are used to determine completeness and validity of submission by analyzing the supplier's answers to each question contained in the CMRT.
•Submission of SORs data and determination whether SORs had been validated to be conformant with the RMI RMAP.
•Consistency and substantiation of information by cross-checking submissions with the IMDS data.
•Presence of Conflict Minerals Sourcing Policy.
•As questions arise regarding supplier submissions, Lear communicates by e-mail with the supplier for clarification and understanding.
2.3 OECD Step 3: Design and Implement a Strategy to Respond to Identified Risks
Lear's conflict minerals due diligence is an on-going and proactive process. Lear's strategy for identifying risks focused on the following:
•An assessment of all responses received from suppliers using the CM-3 Guide, the IMDS data information, the RMI's facility database information and RCOI. Supplier responses are categorized as follows: (i) accepted (meaning the response satisfied the requirements and expectations set forth in the CMRT); (ii) inconsistent or incomplete (meaning the response contained inconsistent information when compared against known or existing IMDS data and clarification is required, or expected inputs are missing); and (iii) rejected (meaning the CMRT data is invalid or not presented in the required format). Categorizing a response is prompted by the completeness or quality of the answer and cross-checks undertaken by Lear. Suppliers are notified by e-mail of the status of their CMRT responses and if rejected, or if incomplete or inconsistent submissions, suppliers are asked to correct and resubmit.
•A listing of SORs information provided to Lear by its supply chain is compiled. The listing contains both conformant SORs and those that are not yet validated to be
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Exhibit 1.01
conformant with RMAP. As noted, Lear supports the RMI and their independently verified list of conflict-free SORs through their RMAP.
2.4 OECD Step 4: Independent Third Party Audit of Supply Chain Due Diligence
As a downstream supplier, Lear does not have a direct relationship with 3TG smelters and refiners and does not perform or direct audits of these entities within its supply chain. Lear supports an independent third-party audit effort through our continued membership with RMI. Validation through the RMI evaluates chain of custody and/or traceability of minerals from the mine to the SORs. Through this membership, Lear is able to contribute to RMI's ongoing RMAP audit efforts.
Lear continues to engage with NQC Ltd., a global third-party supply chain sustainability management firm, to assess and monitor direct and extended supply chain risk related to ESG, including human rights and conflict minerals report assessments.
As part of this initiative, Lear worked with internal and external stakeholders to develop and deploy a supplemental questionnaire to identify further and address industry-specific sustainability risks. Lear will supplement this by engaging the supply base directly for potential on-site surveillance, as needed.
2.5 OECD Step 5: Report on Supply Chain Due Diligence
Lear prepares this Report and the associated Form SD and makes such documents available online at: https://ir.lear.com/sec.cfm.
Section 3: Due Diligence Measures Undertaken
In accordance with the OECD framework and industry best practices, Lear took the following measures during this reporting year to exercise due diligence on the source and chain of custody of conflict minerals as defined by Section 1502 of the Dodd-Frank Act, and support expanded outreach efforts to leverage responsible sourcing practices within Lear's supply base.
•Utilized IMDS resources to identify and assess risk of relevant suppliers that provide components to Lear. For 2022, a total of 839 suppliers were identified as having 3TG in their products. This increase in relevant suppliers compared with 2021 is attributable to, among other things, recent acquisitions and new customer business awards.
•Communicated the conflict minerals reporting request and instructions via both e-mail and the compliance platform (iPoint Conflict Minerals Platform) to all suppliers identified in the IMDS list that are known to have 3TG in their products. The communication letter is contained in Attachment C to this Report.
•Continued to apply the AIAG CM-3 Guide and included the RMI CMRT Completion Guide to validate and assess potential risk on the CMRT data declaration from suppliers.
•Determined completeness of the CMRT declaration from suppliers by analyzing the answers to each question contained in the CMRT, and considered the following risk elements:
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Exhibit 1.01
◦Accuracy of SORs data and determination if SORs had been validated to be conformant with the RMAP of RMI.
◦Consistency and substantiation of information by cross-checking submissions with the IMDS data.
•Utilized the RMI facility database tools and RCOI data resources to evaluate the SORs identified in Lear's supply chain, including to determine the status of such SORs.
•Categorized supplier responses as follows: (i) accepted (meaning the response satisfied the requirements and expectations set forth in the CMRT); (ii) follow up action required or incomplete (meaning the response contained inconsistent information when compared against known or existing IMDS data and clarification is required, or expected inputs are missing); and (iii) rejected (meaning the CMRT data is invalid or not presented in the required format). Categorizing a response is prompted by the completeness or quality of the answer and cross-checks undertaken by Lear.
•Continued to include the confirmation of suppliers' Conflict Minerals Policy in the evaluation of their CMRT declaration.
•Suppliers were notified by e-mail of the status of their CMRT responses and if their response required follow-up action, or was rejected, incomplete or inconsistent, suppliers were asked to correct and resubmit.
•As questions arose regarding supplier CMRT declaration, Lear communicated by e-mail and telephone with the supplier for clarification and understanding.
•Lear participated on the AIAG RMWG and RMI by attending periodic meetings or conference calls.
•Supported the RMAP by continued engagement and membership with RMI.
•Conducted smelter outreach by sending letter communications encouraging eligible SORs to participate in the RMAP audit process.
•Leveraged the use of the Lear Global Suppliers Bulletin for periodic outreach and communication of policies and resources. See the latest Annual Sustainability Report for additional information.
•Continued to follow the United Nations Sustainable Development Goals (UN SDGs) on social responsibility strategies, including responsible sourcing. See the latest Annual Sustainability Report for additional information.
•Continued to improve disclosure transparency by including conflict minerals information and updates in Lear's Annual Sustainability Report.
Section 4: Continuous Improvement Efforts to Mitigate Risk
As a result of 2022 due diligence efforts, Lear identified the following continuous improvement points to further mitigate risks in the 2023 conflict mineral reporting year:
•Further integration of the conflict minerals compliance requirements with Lear's global supply chain.
•Lear commissioned NQC Ltd. (NQC), an internationally recognized supply chain sustainability assessment firm that works extensively in the automotive space to administer SAQ (a self-assessment questionnaire to determine ESG performance) to Lear's supply base. Lear has added custom questions to the SAQ specifically focused on human rights and other ESG criteria.
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Exhibit 1.01
•Lear is developing and beginning to implement an enhanced supplier risk management process that includes, among other things, prioritization of suppliers based on country and commodity risk. Our country risk score is based on certain indexes commonly used in the ESG landscape. Our commodity risk analysis is based on, among other considerations, certain industry standards as well as applicable legal requirements. The minerals sourcing risk criteria covers the Conflict-Affected and High-Risk Areas (CAHRAs).
•Continued partnership and collaboration with AIAG, RMI and other relevant cross-industry groups to ensure alignment with current industry outreach and efforts with respect to conflict minerals (as discussed in Section 2.1C of this Report).
•Continued collaboration with AIAG RMWG and RMI by participating in work group discussions and providing input on various topics and projects, such as outreach, further development of guidance and resources for the supply base, sharing best practices and process coordination and alignment with industry peers.
•Enhanced engagement in both AIAG SET and RMI SET to support research and outreach projects which encourage smelters and refiners to participate in the RMI. Lear will also continue to provide input to the Supplier Survey of RMI. RMI solicits supplier surveys to refresh the aggregated list of potential and actual SORs in RMI member company supply chains. This information will be used to help identify SORs and aliases, cover as many smelters and refiners as possible and prioritize research and outreach throughout the reporting year.
•In 2022, Lear became a member of two EU industry associations namely the European Association of Automotive Suppliers (CLEPA) and Drive+ or Drive Sustainability. Lear is collaborating in these associations’ workgroups that are working toward promoting responsible materials sourcing and further traceability at industry-wise level.
Lear is committed to use only components with raw materials where extraction, transport, trade, processing and export are obtained from validated sources as a matter of principle, where practicable. In 2023, Lear's continuous improvement efforts to mitigate risks will focus on:
•Implementation of outreach and training efforts to further support our supply base in their due diligence and disclosure process.
•Continued integration of the conflict minerals compliance requirements and process between cross-functional teams within Lear's organization globally. The 2023 reporting year will focus on continuing to implement the sourcing requirement criteria with particular priority on countries and commodities identified as being potentially higher risk. See Lear's Annual Sustainability Report – Supplier Sustainability Section.
•Continued collaboration with AIAG, RMI, CLEPA, and Drive+ and participation in cross-industry forums to ensure access to up-to-date smelter status information, including events and legislation related to conflict minerals, and further alignment and development of strategies with regards to due diligence and responsible sourcing.
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Exhibit 1.01
•Lear will continue to work with relevant suppliers to facilitate continued improvement on response rate and encourage them to work towards 100% identification of SORs from their supply chain.
•Lear will continue to provide input to the Supplier Survey of RMI. RMI continually solicits supplier surveys to refresh the aggregated list of potential and actual SORs in RMI member company supply chains. This information will be used to help identify SORs and aliases, cover as many smelters and refiners as possible and prioritize research and outreach throughout the reporting year.
•Lear will conduct continual product material assessments to identify risks beyond 3TG. Lear has begun supplier outreach on cobalt to understand where cobalt is used in its products. The results are utilized for the establishment of necessary due diligence next steps based on verification results and for customer reporting.
Section 5: Due Diligence Results
Lear performed in good faith the RCOI and due diligence efforts described in this Report to identify whether any of the 3TG used in its products originated in the DRC and DRC Covered Countries, or from recycled or scrap sources. As a result of the latest RCOI and continuous due diligence efforts, the following smelter statistics information describes the latest outcome. Lear continues to identify a large number of SORs. Based on the declaration gathered from its supply base to date, Lear is currently unable to determine with certainty the conflict-free status of each specific product and its association with specific SORs. Nevertheless, Lear continues to evaluate potential areas within the business to improve its process to mitigate risks associated with conflict minerals, such as building further capacity and outreach with its supply base, on top of reinforcing its sourcing policy and requirements and beyond the contract language that provides for execution of supplier requirements and reaching out to eligible SORs to engage on RMAP audit.
The SORs facilities identified in suppliers CMRT declaration for this reporting year is contained in Attachment E to this Report.
•Supplier Response Rate per Metal - Company Level
2022 RCOI data based on the total 839 Global Relevant Suppliers,
with >96% total response rate
| RCOI Percentage Status | |||||
| Metal | Suppliers Response Rate | ||||
| Gold | 96% | ||||
| Tantalum | 98% | ||||
| Tin | 96% | ||||
| Tungsten | 97% | ||||
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Exhibit 1.01
•Smelter Information - Company Level
| Metal | SORs Statistics | |||||||||||||
| RMAP Conformance Rate | RMAP Conformant SORs | Active/On-going Research and Outreach/Eligible SORs | Confirmed Not Eligible SORs | |||||||||||
| Gold | 65% | 96 | 52 | 0 | ||||||||||
| Tantalum | 97% | 33 | 1 | not applicable | ||||||||||
| Tin | 81% | 55 | 13 | 0 | ||||||||||
| Tungsten | 92% | 38 | 3 | 0 | ||||||||||
Section 6: Forward-Looking Statements
This Report contains "forward-looking statements" about activities, events or developments that Lear intends, expects, projects, believes or anticipates will occur in the future. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as "may," "should," "could," "will," "expects," "seeks to," "anticipates," "plans," "believes," "estimates," "intends," "predicts," "projects," "potential" or "continue" or the negative of such terms and other comparable terminology. Such statements are only our expectation of the outcome of future events. The outcome of the events described in these forward-looking statements is subject to substantial known and unknown risks, uncertainties and other factors that may cause results and developments to differ materially from those anticipated in our forward-looking statements. Lear's Form 10-K for the year ended December 31, 2022, and subsequent filings with the SEC discuss some of the factors that could contribute to these differences. You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when evaluating the information presented in this Report. Lear expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in its expectations with regard thereto, or any other change in events, conditions or circumstances on which any statement is based.
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Attachment A
RESPONSIBLE MATERIALS SOURCING POLICY
On August 22, 2012, under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the U. S. Securities and Exchange Commission (SEC) approved the final rule to impose disclosure and reporting requirements related to conflict minerals (tin, tungsten, tantalum, and gold). The rule requires U. S. publicly traded companies to disclose the presence of conflict minerals originating in the Democratic Republic of the Congo (DRC) or adjoining countries in the products they manufacture, if the conflict minerals are necessary to the functionality or production of such products.
As a supplier in the automotive and non-automotive industries, Lear uses a wide variety of materials in the products it manufactures. The supply chain for these materials is complex.
It is Lear's policy to comply with the disclosure and reporting requirements of Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as all rules of the SEC promulgated under such Act. Lear works to prevent incidents or conditions that might result in a violation of law. Lear requires legal and ethical sourcing of materials in our supply chain. Lear requires its suppliers to engage in due diligence of their supply chains to understand and report the content of their parts supplied to Lear.
We expect suppliers to source responsibly and ensure that materials used in our products do not directly or indirectly contribute funding to conflicts or human rights abuses. Lear requires suppliers to perform due diligence on the source and chain of custody of their raw materials in accordance with all applicable laws, as well as the "Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas" of the Organisation for Economic Co-operation and Development (OECD) and other relevant guidance.
| By: | /s/ Raymond E. Scott | |||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||
14
Exhibit 1.01
Attachment B
SUPPLIER SUSTAINABILITY POLICY
Lear believes that how we operate as a company, and as individuals, is based on our core value to Get Results the Right Way. This leads our customers and business partners to do business with us, our shareholders to invest in us, our external stakeholders to respect us, and the best talent to join us in working for Lear.
We consider a strong relationship with our suppliers to be key to ensuring our mutual success. This Supplier Sustainability Policy (the “Policy”) identifies certain of our expectations of our suppliers to be followed in their business dealings with Lear.
This Policy applies to any third party that provides goods or services to Lear, including but not limited to production parts and materials as well as their subcontractors. Further information regarding our requirements and standards for our suppliers are outlined in the Global Requirements Manual and Code of Conduct for Suppliers.
Code of Business Conduct and Ethics
Lear conducts business with integrity and in compliance with all applicable laws and regulations. A commitment to integrity is critical to how we conduct business and maintain our outstanding reputation in the communities in which we do business. Suppliers are required to understand and comply with Lear’s Code of Business Conduct and Ethics, and demonstrate the highest standard of integrity and ethical conduct in all business activities.
Legal Compliance
Lear is committed to complying with all applicable legal requirements. Suppliers are expected to comply with all applicable legal requirements and prevent incidents or conditions that might result in a violation of law. This includes, without limitation, that all purchased materials used in manufacture of goods satisfy current governmental and safety constraints on restricted, toxic and hazardous materials, as well as environmental, electrical and electromagnetic considerations applicable to the country of manufacture and sale.
Preventing Bribery and Corruption
Lear conducts business ethically throughout the world. Lear prohibits suppliers from giving or promising to give anything of value to any third party for the purpose of obtaining or retaining business, or to otherwise induce them to act improperly. Suppliers must conduct business with integrity and in full compliance with all applicable laws pertaining to bribery and corruption.
Human Rights and Working Conditions
Be Inclusive. Be Inventive. Get Results the Right Way. These are Lear Corporation’s core values and the foundation of our long-term success. As part of our commitment To Get Results the Right Way, we support and promote human rights throughout our operations, our communities in which we operate, and our global supply chain. We also embrace the international human rights principles expressed in the following conventions:
•The Ten Principles of the United Nations Global Compact of which Lear is a signatory partner;
15
Exhibit 1.01
•The Universal Declaration of Human Rights;
•The International Labour Organization’s 1988 Declaration on Fundamental Principles and Rights at Work; and
•The United Nation’s Sustainable Development Goals.
Lear’s Human Rights Policy outlines our social responsibility principles and respect for human dignity, including with respect to topics such as collective bargaining and the freedom of association, as well as prohibitions of child labor, forced labor, modern slavery and human trafficking. We expect our suppliers to develop their own policies that aligns with Lear’s Policy.
Further, providing safe working conditions is one of our highest priorities with respect to human health and welfare. Suppliers shall comply with health and safety management system international standards (e.g. ISO 45001 or equivalent). Suppliers are expected to share Lear’s commitments by developing and implementing their own programs focused on worker safety and well-being. See Lear’s EHSS Policy.
Responsible Sourcing of Materials and Product Sustainability
We source responsibly and take steps to ensure that materials used in our products do not directly or indirectly provide funding to conflicts or human rights abuses. We expect the same from our suppliers.
We require our suppliers to comply with all applicable laws and regulations regarding ethical material sourcing, including those with respect to raw materials and production processes.
Lear recognizes the UN Declaration on the Rights of Indigenous Peoples and the value of Free, Prior and Informed Consent (FPIC) of indigenous peoples for property or land negotiations. No form of land grabbing is allowed.
We expect our suppliers to adopt best practices not only limited to production processes and securing the supply of materials and components, but also addressing environmental, social, and product safety aspects. See the Responsible Materials Sourcing Policy and Lear Quality Policy.
Animal Welfare
Lear’s commitment to the highest standards for ethical behavior extends to the treatment of animals. We require compliance with all legal requirements, as applicable, and we expect our suppliers to implement industry-leading policies and practices related to the ethical treatment of animals. Lear supports and expects its suppliers to promote a belief in the humane treatment of animals, including freedom from thirst and hunger, freedom from discomfort, pain, injury and disease, freedom to express normal behavior, and freedom from fear and distress.
Environmental Sustainability
Lear’s definition of sustainability is "meeting the needs of the present without compromising the ability of future generations to meet their own needs." This means being aware of our impact and understanding how this affects the world around us. Our mission is to reduce our impact while increasing the profitability and longevity of our company.
We expect our suppliers to support Lear’s environmental sustainability goals by complying with all applicable environmental laws, rules and regulations while also using resources wisely. Suppliers must comply with and be certified to all applicable environmental management system international standards. (e.g. ISO 14001 or equivalent). Suppliers are expected to align with Lear’s commitments by developing and implementing their own environmental sustainability program focused on conservation of natural resources, including but not limited to:
•Carbon Reduction
•Energy Efficiency
•Reduced Water Usage
16
Exhibit 1.01
•Air Quality Improvement
•Recyclability and Waste Reduction
•Hazardous Material and Chemical Management and Control
•Protecting Biodiversity
•Employee and Supplier Training
See Lear’s EHSS Policy and No Deforestation Policy.
Implementation of Sustainability Standards in the Supply Chain
Lear suppliers and all their subcontractors must abide by the requirements of this Policy, including identifying risks within their supply chains and taking appropriate measures to address them.
Audit and Corrective Action Process
Lear reserves the right to conduct audits to ensure compliance with these requirements and also to take appropriate measures, including discontinuing any relationship with a supplier, should the supplier violate, fail to correct, or have a pattern of violating this Policy. Suppliers are required to cooperate with Lear’s direct audit or through a third-party auditing firm utilized by Lear.
Compliance, Monitoring and Reporting
We comply with all applicable legal requirements and work to prevent incidents or conditions that might result in a violation of law. We monitor our operations and our suppliers for potential violations and take action if violations occur, up to and including termination of employment or contract.
We have established a process for reporting concerns about any potential human rights or business risks through a Compliance and Ethics Hotline. Employees, suppliers, and business partners can make anonymous reports in their respective language via a toll-free phone call, e-mail, online website or regular mail. Lear requires its suppliers to make this reporting resource available to its employees and upstream supply chain, with consideration for individuals with limited access and disabilities.
We have a strong anti-retaliation policy and will not tolerate retaliation against anyone who in good faith raises a concern, reports misconduct or participates in an investigation.
We report our actions and engagement with suppliers in our Annual Sustainability Report. We also publish on our website our values, principles, policies, and practices that this Policy reinforces.
17
Exhibit 1.01
Attachment C
2022 Communication to Suppliers – Responsible Materials Sourcing Requirement
Dear Valued Supplier,
In continuation with our efforts to sourcing materials responsibly and to ensuring transparency in the supply chain, we are now launching our latest inquiry regarding the sources of conflict minerals (tin, tungsten, tantalum, and gold) and other critical materials (cobalt and mica) used in products. Lear supports both customer due diligence and legal requirements on reporting and traceability of these minerals that are potentially sourced from high-risk and conflict-affected areas in the world. Further, we support our industry efforts leading awareness to preventing adverse impacts associated with minerals sourcing and we encourage our suppliers to do the same.
All suppliers using these materials are expected to engage in due diligence with their supply chains to understand and report the sourcing of all products supplied to Lear. You are receiving this request because your company has been identified as relevant and must complete a Conflict Minerals Reporting Template (CMRT) and an Extended Minerals Reporting Template (EMRT) for the reporting year 2022.
2022 Reporting Expectations
Reporting Format – Lear requires using the latest available industry standard reporting templates
•CMRT (version 6.22 or higher) http://www.responsiblemineralsinitiative.org/reporting-templates/cmrt/
•EMRT (version 1.02 or higher) https://www.responsiblemineralsinitiative.org/reporting-templates/emrt/
Declaration Scope or Class
•Product (or List of Products) – specific to products supplied to Lear. If you select this option, show the complete list of products in the Product List tab of the CMRT. Include the IMDS ID in comments column.
•User Defined – represents group of products that your company is supplying to Lear. If you select this option, indicate in the Description Scope “(example: Electrical, Electronics, Seating, Structures).”
•Company Level – represents all products that you manufacture.
Methods of Reporting – Lear will accept the following methods of reporting:
•Lear’s Conflict Minerals Central Mailbox: conflictminerals@lear.com
•NQC Supplier Assurance Platform – if your company is registered in NQC Supplier Assurance platform, notify conflictminerals@lear.com upon sharing reports through the Supplier Assurance platform
•iPoint Conflict Minerals Platform (iPCMP); submit to Lear Corporation’s iPCMP ID number 2288. iPCMP Basic License is FREE http://conflict-minerals.com/. If your company is using iPCMP, email your iPCMP ID number to conflictminerals@lear.com
Timing – Lear requires your response to be submitted by the following dates:
•CMRT/EMRT declarations are due on August 25, 2022 (Preliminary YTD report)
•Full calendar year updates are due by January 23, 2023
18
Exhibit 1.01
Training Resources – Lear encourages all suppliers to utilize the following industry resources and tools available for minerals reporting and due diligence guidance.
•AIAG https://www.aiag.org/corporate-responsibility/responsible-materials
•RMI http://www.responsiblemineralsinitiative.org/
•Lear Suppliers Information Portal https://www.lear.com/suppliers
We ask you to source responsibly and endeavor to recognize that sourcing of your materials neither directly nor indirectly provides funding to conflicts and human rights abuses, and to ensure that your company and suppliers are not associated with any prohibited transactions, sanctions, to prevent incidents or conditions that may result in a violation of laws and restrictions. See the Lear Sustainability Policy and Lear’s Responsible Materials Sourcing Policy.
For further guidance or questions, please contact conflictminerals@lear.com.
Thank you for your continued efforts.
Joe Chrzanowski
Vice President of Environmental, Social and Governance (ESG)
Lear Corporation
19
Exhibit 1.01
Attachment D
HUMAN RIGHTS POLICY
Be Inclusive. Be Inventive. Get Results the Right Way. These are Lear Corporation’s core values and the foundation to our long-term success. As part of our commitment To Get Results the Right Way, we respect and reinforce human rights throughout our operations, our communities in which we operate, and our global supply chain. We also embrace the international human rights principles expressed in the following conventions:
•The Ten Principles of the United Nations Global Compact of which Lear is a participant;
•The Universal Declaration of Human Rights;
•The International Labour Organization’s 1988 Declaration on Fundamental Principles and Rights at Work; and
•The United Nation’s Sustainable Development Goals.
We apply this policy throughout our company, the entities that we own, and the entities in which we hold a majority interest and to anyone who represents and works with Lear, including employees, officers, directors, and business partners. This policy is overseen by Lear’s Board of Directors.
Workforce Diversity, Equity and Inclusion
At Lear, we made Be Inclusive our first core value to emphasize the importance we place on maintaining a diverse workforce and an equitable and inclusive workplace. We know that the strength of our company lies in the diversity of our team and our ongoing efforts to always Be Inclusive and equitable. We provide all employees with a professional working environment which is free from discrimination and harassment. We offer fair and equal employment opportunity to every person regardless of race, sex, color, veteran status, national origin, disability or health status, sexual orientation, gender identification or expression, age, religion or religious beliefs, genetic information, political affiliation, or any other legally protected status. Consistent with this, and recognizing, in particular, the discrimination that women frequently experience, we support women’s rights, such as support for equal pay. We make all hiring, compensation, promotion, and other employment decisions based on qualifications, performance, skills, experience, and other permissible factors. We follow all employment laws wherever we conduct business.
We provide our employees with and encourage them to join several employee-led groups made up of individuals who share common interests, backgrounds such as veteran status or demographic factors such as gender, race or age. Through these Employee Resource Groups, our employees are heard, valued and engaged in driving the company’s success.
Coercion, Harassment and Discipline
We treat employees with dignity and respect. We do not tolerate physically, mentally, emotionally or otherwise abusive practices toward any of our employees (including members of a union), including by any private or public security personnel we may utilize. We have systems in place to prevent, detect, report and resolve unacceptable
20
Exhibit 1.01
employee treatment such as unlawful acts, harassment or discrimination, workplace violence, inappropriate use of discipline, mental or physical coercion as a form of discipline, physical or mental punishment, physical or verbal abuse or intimidation, and any type of corporal punishment. To ensure robust reporting by our employees, we forbid retaliation against anyone who in good faith reports or cooperates in an investigation of such mistreatment. We take appropriate corrective action in response to any findings of unacceptable employee treatment or retaliatory action. See the Harassment-Free Workplace Policy.
Wages, Hours, and Working Conditions
We comply with all applicable wage and hour laws, including equal pay, minimum wage, overtime, maximum hour rules, meal and rest periods. We also provide legally mandated benefits. Where local industry standards exceed applicable legal requirements, Lear pays fair wages and ensures working conditions that are competitive with the higher local industry standards.
We employ ethical recruitment practices. We prohibit recruiters from charging recruitment fees to potential employees and from withholding identity documents. Where our employees have written employment contracts, we provide access to those contracts.
Employee Health and Safe Workplace
The safety and health of our employees is of paramount importance. We will not put employees in a situation that could be harmful to their well-being.. We believe that safe workplaces are a result of the dedication of everyone at Lear. We make it our responsibility to embed safe behaviors in everything we do, coupled with strong programs, operating discipline, robust communications and training, and compliance with applicable safety and health laws and regulations. We know that working together, we can mitigate or eliminate hazards and risks, and get results the right way. See the EHSS Policy.
Privacy
We respect the privacy of individuals, including employees and customers. We follow globally recognized privacy principles and implement reasonable and appropriate practices in our collection, use, and sharing of personal information about individuals.
Child Labor
We prohibit child labor in any of our facilities worldwide and meet all applicable laws regarding minimum age for employment in all countries and regions where we conduct business.
Forced Labor and Human Trafficking
We believe that all employees should have the right to voluntarily elect whether to be employed by Lear. We do not use forced or involuntary labor of any kind, including prison labor, indentured labor, bonded labor, military labor, modern forms of slavery and any form of human trafficking. See the Transparency in Supply Chains Act Disclosure.
Freedom of Association and Collective Bargaining
We respect employees’ right to form, join or not to join a union, or to have recognized employee representation in accordance with local law. We are committed to maintaining a constructive dialogue and to negotiate in good faith with employees’ freely chosen representatives. We do not harass, discriminate against, or otherwise penalize employees, their representatives, or union members because of their interest and/or membership in, or affiliation with, a union, or their legitimate union activity, in accordance with international and local labor standards.
21
Exhibit 1.01
Responsible Sourcing
We source responsibly and ensure that materials used in our products do not directly or indirectly provide funding to conflicts or human rights abuses. We endeavor to use only components with raw materials where extraction, transport, trade, processing and export are obtained from validated sources as a matter of principle, wherever practicable. We do not use materials prohibited by applicable national or international law.
We are committed to protecting the environment, including forests (see our No Deforestation Policy), land, water and other biodiversity, and expect our suppliers to do the same. We believe access to clean water is a fundamental human right. We do not permit forced evictions or illegal deprivations of land within our operations or our supply chains, and are committed to respecting the rights of vulnerable groups around the world, such as indigenous groups and other minorities.
As part of our responsible sourcing efforts, we follow the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. We also participate in industry-driven initiatives (e.g. Responsible Minerals Initiative) that validate and establish industry-wide control systems and transparency over the upstream supply chain such as chain of custody or traceability systems. See the Responsible Materials Sourcing Policy and Supplier Sustainability Policy.
We expect our suppliers to align themselves with our commitments to human rights, including as to responsible sourcing, and to pass this requirement on to their own suppliers.
Compliance, Monitoring and Reporting
We comply with all applicable legal requirements and prohibit incidents or conditions that might result in a violation of law. We put in place several reporting mechanisms and have strong anti-retaliation policies. We monitor our operations, our partners and our suppliers for potential violations and take action if violations occur, up to and including termination of employment or contract.
We provide multiple channels for reporting concerns about any potential human rights or business risks. Employees, suppliers, business partners or any potentially affected party worldwide can make confidential and anonymous reports in their language via our Ethics & Compliance helpline (online or telephone), online complaint webform, email, a mobile intake app, or regular mail. Access to these complaint reporting channels is proactively communicated, and reports received through these channels are appropriately and transparently reviewed. We review the effectiveness of the existing complaint reporting channels annually and on an ad hoc basis.
Reporting
We report our actions and engagement on human rights in our annual sustainability report. We also publish on our website our values, principles, policies, and practices that this policy reinforces. See Lear’s Code of Business Conduct and Ethics.
| By: | /s/ Raymond E. Scott | |||||||||||||
| Title: | President and Chief Executive Officer | |||||||||||||
22
Exhibit 1.01
Attachment E
SORs Facilities Identified in Suppliers CMRT Declaration for 2022 Reporting Year
The following information were determined through suppliers CMRT data declaration to Lear as part of its 2022 RCOI. All listed names of 3TG SOR facilities below is based on information made publicly available by the RMI on the RMAP Smelters & Refiners Lists as of May 15, 2023.
| 3TG Metal | Standard Smelter Name | Country Location of SoR | SoR Identification Number | ||||||||
| Tungsten | A.L.M.T. Corp. | JAPAN | CID000004 | ||||||||
| Gold | Abington Reldan Metals, LLC | UNITED STATES OF AMERICA | CID002708 | ||||||||
| Gold | Advanced Chemical Company | UNITED STATES OF AMERICA | CID000015 | ||||||||
| Gold | Agosi AG | GERMANY | CID000035 | ||||||||
| Gold | Aida Chemical Industries Co., Ltd. | JAPAN | CID000019 | ||||||||
| Gold | Al Etihad Gold Refinery DMCC | UNITED ARAB EMIRATES | CID002560 | ||||||||
| Gold | Alexy Metals | UNITED STATES OF AMERICA | CID003500 | ||||||||
| Gold | Almalyk Mining and Metallurgical Complex (AMMC) | UZBEKISTAN | CID000041 | ||||||||
| Tin | Alpha | UNITED STATES OF AMERICA | CID000292 | ||||||||
| Tantalum | AMG Brasil | BRAZIL | CID001076 | ||||||||
| Gold | AngloGold Ashanti Corrego do Sitio Mineracao | BRAZIL | CID000058 | ||||||||
| Gold | Argor-Heraeus S.A. | SWITZERLAND | CID000077 | ||||||||
| Gold | Asahi Pretec Corp. | JAPAN | CID000082 | ||||||||
| Gold | Asahi Refining Canada Ltd. | CANADA | CID000924 | ||||||||
| Gold | Asahi Refining USA Inc. | UNITED STATES OF AMERICA | CID000920 | ||||||||
| Gold | Asaka Riken Co., Ltd. | JAPAN | CID000090 | ||||||||
| Tungsten | Asia Tungsten Products Vietnam Ltd. | VIET NAM | CID002502 | ||||||||
| Gold | Augmont Enterprises Private Limited | INDIA | CID003461 | ||||||||
| Gold | Aurubis AG | GERMANY | CID000113 | ||||||||
| Gold | Bangalore Refinery | INDIA | CID002863 | ||||||||
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | PHILIPPINES | CID000128 | ||||||||
| Gold | Boliden AB | SWEDEN | CID000157 | ||||||||
| Gold | C. Hafner GmbH + Co. KG | GERMANY | CID000176 | ||||||||
| Gold | C.I Metales Procesados Industriales SAS | COLOMBIA | CID003421 | ||||||||
| Gold | CCR Refinery - Glencore Canada Corporation | CANADA | CID000185 | ||||||||
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. | CHINA | CID000211 | ||||||||
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. | CHINA | CID002513 | ||||||||
| Tin | Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. | CHINA | CID000228 | ||||||||
| Tin | Chifeng Dajingzi Tin Industry Co., Ltd. | CHINA | CID003190 | ||||||||
| Gold | Chimet S.p.A. | ITALY | CID000233 | ||||||||
| Tungsten | China Molybdenum Tungsten Co., Ltd. | CHINA | CID002641 | ||||||||
| Tin | China Tin Group Co., Ltd. | CHINA | CID001070 | ||||||||
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | CHINA | CID000258 | ||||||||
| Gold | Chugai Mining | JAPAN | CID000264 | ||||||||
23
Exhibit 1.01
| 3TG Metal | Standard Smelter Name | Country Location of SoR | SoR Identification Number | ||||||||
| Tin | CRM Fundicao De Metais E Comercio De Equipamentos Eletronicos Do Brasil Ltda | BRAZIL | CID003486 | ||||||||
| Tin | CRM Synergies | SPAIN | CID003524 | ||||||||
| Tungsten | Cronimet Brasil Ltda | BRAZIL | CID003468 | ||||||||
| Tin | CV Venus Inti Perkasa | INDONESIA | CID002455 | ||||||||
| Tantalum | D Block Metals, LLC | UNITED STATES OF AMERICA | CID002504 | ||||||||
| Gold | Dowa | JAPAN | CID000401 | ||||||||
| Tin | Dowa | JAPAN | CID000402 | ||||||||
| Tin | DS Myanmar | MYANMAR | CID003831 | ||||||||
| Gold | DSC (Do Sung Corporation) | KOREA, REPUBLIC OF | CID000359 | ||||||||
| Gold | Eco-System Recycling Co., Ltd. East Plant | JAPAN | CID000425 | ||||||||
| Gold | Eco-System Recycling Co., Ltd. North Plant | JAPAN | CID003424 | ||||||||
| Gold | Eco-System Recycling Co., Ltd. West Plant | JAPAN | CID003425 | ||||||||
| Tin | EM Vinto | BOLIVIA (PLURINATIONAL STATE OF) | CID000438 | ||||||||
| Gold | Emirates Gold DMCC | UNITED ARAB EMIRATES | CID002561 | ||||||||
| Tin | Estanho de Rondonia S.A. | BRAZIL | CID000448 | ||||||||
| Tantalum | F&X Electro-Materials Ltd. | CHINA | CID000460 | ||||||||
| Tin | Fabrica Auricchio Industria e Comercio Ltda. | BRAZIL | CID003582 | ||||||||
| Tin | Fenix Metals | POLAND | CID000468 | ||||||||
| Tantalum | FIR Metals & Resource Ltd. | CHINA | CID002505 | ||||||||
| Tungsten | Fujian Ganmin RareMetal Co., Ltd. | CHINA | CID003401 | ||||||||
| Tungsten | Fujian Xinlu Tungsten | CHINA | CID003609 | ||||||||
| Tungsten | Ganzhou Haichuang Tungsten Co., Ltd. | CHINA | CID002645 | ||||||||
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | CHINA | CID000875 | ||||||||
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | CHINA | CID002315 | ||||||||
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | CHINA | CID002494 | ||||||||
| Gold | Geib Refining Corporation | UNITED STATES OF AMERICA | CID002459 | ||||||||
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | CHINA | CID000538 | ||||||||
| Gold | GGC Gujrat Gold Centre Pvt. Ltd. | INDIA | CID002852 | ||||||||
| Tantalum | Global Advanced Metals Aizu | JAPAN | CID002558 | ||||||||
| Tantalum | Global Advanced Metals Boyertown | UNITED STATES OF AMERICA | CID002557 | ||||||||
| Tungsten | Global Tungsten & Powders Corp. | UNITED STATES OF AMERICA | CID000568 | ||||||||
| Gold | Gold by Gold Colombia | COLOMBIA | CID003641 | ||||||||
| Gold | Gold Refinery of Zijin Mining Group Co., Ltd. | CHINA | CID002243 | ||||||||
| Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | CHINA | CID003116 | ||||||||
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | CHINA | CID000218 | ||||||||
| Tantalum | H.C. Starck Inc. | UNITED STATES OF AMERICA | CID002548 | ||||||||
| Tungsten | H.C. Starck Tungsten GmbH | GERMANY | CID002541 | ||||||||
| Gold | Heimerle + Meule GmbH | GERMANY | CID000694 | ||||||||
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | CHINA | CID002492 | ||||||||
| Gold | Heraeus Germany GmbH Co. KG | GERMANY | CID000711 | ||||||||
| Gold | Heraeus Metals Hong Kong Ltd. | CHINA | CID000707 | ||||||||
24
Exhibit 1.01
| 3TG Metal | Standard Smelter Name | Country Location of SoR | SoR Identification Number | ||||||||
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | CHINA | CID000766 | ||||||||
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | CHINA | CID000769 | ||||||||
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. | CHINA | CID000801 | ||||||||
| Gold | Ishifuku Metal Industry Co., Ltd. | JAPAN | CID000807 | ||||||||
| Gold | Istanbul Gold Refinery | TURKEY | CID000814 | ||||||||
| Gold | Italpreziosi | ITALY | CID002765 | ||||||||
| Gold | Japan Mint | JAPAN | CID000823 | ||||||||
| Tungsten | Japan New Metals Co., Ltd. | JAPAN | CID000825 | ||||||||
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | CHINA | CID002551 | ||||||||
| Gold | Jiangxi Copper Co., Ltd. | CHINA | CID000855 | ||||||||
| Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | CHINA | CID002512 | ||||||||
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | CHINA | CID002321 | ||||||||
| Tin | Jiangxi New Nanshan Technology Ltd. | CHINA | CID001231 | ||||||||
| Tungsten | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | CHINA | CID002318 | ||||||||
| Tantalum | Jiangxi Tuohong New Raw Material | CHINA | CID002842 | ||||||||
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | CHINA | CID002317 | ||||||||
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | CHINA | CID002316 | ||||||||
| Tungsten | Jingmen Dewei GEM Tungsten Resources Recycling Co., Ltd. | CHINA | CID003417 | ||||||||
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | CHINA | CID000914 | ||||||||
| Tantalum | Jiujiang Tanbre Co., Ltd. | CHINA | CID000917 | ||||||||
| Tantalum | Jiujiang Zhongao Tantalum & Niobium Co., Ltd. | CHINA | CID002506 | ||||||||
| Gold | JX Nippon Mining & Metals Co., Ltd. | JAPAN | CID000937 | ||||||||
| Gold | Kazzinc | KAZAKHSTAN | CID000957 | ||||||||
| Tantalum | KEMET de Mexico | MEXICO | CID002539 | ||||||||
| Tungsten | Kennametal Fallon | UNITED STATES OF AMERICA | CID000966 | ||||||||
| Tungsten | Kennametal Huntsville | UNITED STATES OF AMERICA | CID000105 | ||||||||
| Gold | Kennecott Utah Copper LLC | UNITED STATES OF AMERICA | CID000969 | ||||||||
| Gold | KGHM Polska Miedz Spolka Akcyjna | POLAND | CID002511 | ||||||||
| Gold | Kojima Chemicals Co., Ltd. | JAPAN | CID000981 | ||||||||
| Gold | Korea Zinc Co., Ltd. | KOREA, REPUBLIC OF | CID002605 | ||||||||
| Tungsten | Lianyou Metals Co., Ltd. | TAIWAN, PROVINCE OF CHINA | CID003407 | ||||||||
| Gold | L'Orfebre S.A. | ANDORRA | CID002762 | ||||||||
| Gold | LS-NIKKO Copper Inc. | KOREA, REPUBLIC OF | CID001078 | ||||||||
| Gold | LT Metal Ltd. | KOREA, REPUBLIC OF | CID000689 | ||||||||
| Tin | Luna Smelter, Ltd. | RWANDA | CID003387 | ||||||||
| Tin | Magnu's Minerais Metais e Ligas Ltda. | BRAZIL | CID002468 | ||||||||
| Tin | Malaysia Smelting Corporation (MSC) | MALAYSIA | CID001105 | ||||||||
| Tungsten | Malipo Haiyu Tungsten Co., Ltd. | CHINA | CID002319 | ||||||||
| Tungsten | Masan High-Tech Materials | VIET NAM | CID002543 | ||||||||
| Gold | Materion | UNITED STATES OF AMERICA | CID001113 | ||||||||
| Gold | Matsuda Sangyo Co., Ltd. | JAPAN | CID001119 | ||||||||
25
Exhibit 1.01
| 3TG Metal | Standard Smelter Name | Country Location of SoR | SoR Identification Number | ||||||||
| Gold | Metal Concentrators SA (Pty) Ltd. | SOUTH AFRICA | CID003575 | ||||||||
| Tin | Metallic Resources, Inc. | UNITED STATES OF AMERICA | CID001142 | ||||||||
| Tin | Metallo Belgium N.V. | BELGIUM | CID002773 | ||||||||
| Tin | Metallo Spain S.L.U. | SPAIN | CID002774 | ||||||||
| Tantalum | Metallurgical Products India Pvt., Ltd. | INDIA | CID001163 | ||||||||
| Gold | Metalor Technologies (Hong Kong) Ltd. | CHINA | CID001149 | ||||||||
| Gold | Metalor Technologies (Singapore) Pte., Ltd. | SINGAPORE | CID001152 | ||||||||
| Gold | Metalor Technologies (Suzhou) Ltd. | CHINA | CID001147 | ||||||||
| Gold | Metalor Technologies S.A. | SWITZERLAND | CID001153 | ||||||||
| Gold | Metalor USA Refining Corporation | UNITED STATES OF AMERICA | CID001157 | ||||||||
| Gold | Metalurgica Met-Mex Penoles S.A. De C.V. | MEXICO | CID001161 | ||||||||
| Tantalum | Mineracao Taboca S.A. | BRAZIL | CID001175 | ||||||||
| Tin | Mineracao Taboca S.A. | BRAZIL | CID001173 | ||||||||
| Tin | Minsur | PERU | CID001182 | ||||||||
| Gold | Mitsubishi Materials Corporation | JAPAN | CID001188 | ||||||||
| Tin | Mitsubishi Materials Corporation | JAPAN | CID001191 | ||||||||
| Gold | Mitsui Mining and Smelting Co., Ltd. | JAPAN | CID001193 | ||||||||
| Tantalum | Mitsui Mining and Smelting Co., Ltd. | JAPAN | CID001192 | ||||||||
| Gold | MMTC-PAMP India Pvt., Ltd. | INDIA | CID002509 | ||||||||
| Gold | Nadir Metal Rafineri San. Ve Tic. A.S. | TURKEY | CID001220 | ||||||||
| Gold | Navoi Mining and Metallurgical Combinat | UZBEKISTAN | CID001236 | ||||||||
| Gold | NH Recytech Company | KOREA, REPUBLIC OF | CID003189 | ||||||||
| Tungsten | Niagara Refining LLC | UNITED STATES OF AMERICA | CID002589 | ||||||||
| Gold | Nihon Material Co., Ltd. | JAPAN | CID001259 | ||||||||
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | CHINA | CID001277 | ||||||||
| Tantalum | NPM Silmet AS | ESTONIA | CID001200 | ||||||||
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. | THAILAND | CID001314 | ||||||||
| Tin | O.M. Manufacturing Philippines, Inc. | PHILIPPINES | CID002517 | ||||||||
| Gold | Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH | AUSTRIA | CID002779 | ||||||||
| Gold | Ohura Precious Metal Industry Co., Ltd. | JAPAN | CID001325 | ||||||||
| Tin | Operaciones Metalurgicas S.A. | BOLIVIA (PLURINATIONAL STATE OF) | CID001337 | ||||||||
| Gold | PAMP S.A. | SWITZERLAND | CID001352 | ||||||||
| Tungsten | Philippine Chuangxin Industrial Co., Inc. | PHILIPPINES | CID002827 | ||||||||
| Gold | Planta Recuperadora de Metales SpA | CHILE | CID002919 | ||||||||
| Gold | PT Aneka Tambang (Persero) Tbk | INDONESIA | CID001397 | ||||||||
| Tin | PT Aries Kencana Sejahtera | INDONESIA | CID000309 | ||||||||
| Tin | PT Artha Cipta Langgeng | INDONESIA | CID001399 | ||||||||
| Tin | PT ATD Makmur Mandiri Jaya | INDONESIA | CID002503 | ||||||||
| Tin | PT Babel Inti Perkasa | INDONESIA | CID001402 | ||||||||
| Tin | PT Babel Surya Alam Lestari | INDONESIA | CID001406 | ||||||||
| Tin | PT Bangka Serumpun | INDONESIA | CID003205 | ||||||||
26
Exhibit 1.01
| 3TG Metal | Standard Smelter Name | Country Location of SoR | SoR Identification Number | ||||||||
| Tin | PT Belitung Industri Sejahtera | INDONESIA | CID001421 | ||||||||
| Tin | PT Bukit Timah | INDONESIA | CID001428 | ||||||||
| Tin | PT Cipta Persada Mulia | INDONESIA | CID002696 | ||||||||
| Tin | PT Menara Cipta Mulia | INDONESIA | CID002835 | ||||||||
| Tin | PT Mitra Stania Prima | INDONESIA | CID001453 | ||||||||
| Tin | PT Mitra Sukses Globalindo | INDONESIA | CID003449 | ||||||||
| Tin | PT Prima Timah Utama | INDONESIA | CID001458 | ||||||||
| Tin | PT Putera Sarana Shakti (PT PSS) | INDONESIA | CID003868 | ||||||||
| Tin | PT Rajawali Rimba Perkasa | INDONESIA | CID003381 | ||||||||
| Tin | PT Refined Bangka Tin | INDONESIA | CID001460 | ||||||||
| Tin | PT Sariwiguna Binasentosa | INDONESIA | CID001463 | ||||||||
| Tin | PT Stanindo Inti Perkasa | INDONESIA | CID001468 | ||||||||
| Tin | PT Sukses Inti Makmur | INDONESIA | CID002816 | ||||||||
| Tin | PT Timah Nusantara | INDONESIA | CID001486 | ||||||||
| Tin | PT Timah Tbk Kundur | INDONESIA | CID001477 | ||||||||
| Tin | PT Timah Tbk Mentok | INDONESIA | CID001482 | ||||||||
| Tin | PT Tinindo Inter Nusa | INDONESIA | CID001490 | ||||||||
| Tin | PT Tommy Utama | INDONESIA | CID001493 | ||||||||
| Gold | PX Precinox S.A. | SWITZERLAND | CID001498 | ||||||||
| Tantalum | QuantumClean | UNITED STATES OF AMERICA | CID001508 | ||||||||
| Gold | Rand Refinery (Pty) Ltd. | SOUTH AFRICA | CID001512 | ||||||||
| Gold | REMONDIS PMR B.V. | NETHERLANDS | CID002582 | ||||||||
| Tantalum | Resind Industria e Comercio Ltda. | BRAZIL | CID002707 | ||||||||
| Tin | Resind Industria e Comercio Ltda. | BRAZIL | CID002706 | ||||||||
| Tantalum | RFH Yancheng Jinye New Material Technology Co., Ltd. | CHINA | CID003583 | ||||||||
| Gold | Royal Canadian Mint | CANADA | CID001534 | ||||||||
| Tin | Rui Da Hung | TAIWAN, PROVINCE OF CHINA | CID001539 | ||||||||
| Gold | SAAMP | FRANCE | CID002761 | ||||||||
| Gold | SAFINA A.S. | CZECHIA | CID002290 | ||||||||
| Gold | Samduck Precious Metals | KOREA, REPUBLIC OF | CID001555 | ||||||||
| Gold | Sancus ZFS (L’Orfebre, SA) | COLOMBIA | CID003529 | ||||||||
| Gold | SEMPSA Joyeria Plateria S.A. | SPAIN | CID001585 | ||||||||
| Gold | Shandong Gold Smelting Co., Ltd. | CHINA | CID001916 | ||||||||
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | CHINA | CID001622 | ||||||||
| Gold | Sichuan Tianze Precious Metals Co., Ltd. | CHINA | CID001736 | ||||||||
| Gold | Solar Applied Materials Technology Corp. | TAIWAN, PROVINCE OF CHINA | CID001761 | ||||||||
| Gold | Sumitomo Metal Mining Co., Ltd. | JAPAN | CID001798 | ||||||||
| Gold | SungEel HiMetal Co., Ltd. | KOREA, REPUBLIC OF | CID002918 | ||||||||
| Tin | Super Ligas | BRAZIL | CID002756 | ||||||||
| Gold | T.C.A S.p.A | ITALY | CID002580 | ||||||||
| Tantalum | Taki Chemical Co., Ltd. | JAPAN | CID001869 | ||||||||
| Gold | Tanaka Kikinzoku Kogyo K.K. | JAPAN | CID001875 | ||||||||
27
Exhibit 1.01
| 3TG Metal | Standard Smelter Name | Country Location of SoR | SoR Identification Number | ||||||||
| Tantalum | TANIOBIS Co., Ltd. | THAILAND | CID002544 | ||||||||
| Tantalum | TANIOBIS GmbH | GERMANY | CID002545 | ||||||||
| Tantalum | TANIOBIS Japan Co., Ltd. | JAPAN | CID002549 | ||||||||
| Tantalum | TANIOBIS Smelting GmbH & Co. KG | GERMANY | CID002550 | ||||||||
| Tungsten | TANIOBIS Smelting GmbH & Co. KG | GERMANY | CID002542 | ||||||||
| Tantalum | Telex Metals | UNITED STATES OF AMERICA | CID001891 | ||||||||
| Tin | Thaisarco | THAILAND | CID001898 | ||||||||
| Tin | Tin Smelting Branch of Yunnan Tin Co., Ltd. | CHINA | CID002180 | ||||||||
| Tin | Tin Technology & Refining | UNITED STATES OF AMERICA | CID003325 | ||||||||
| Gold | Tokuriki Honten Co., Ltd. | JAPAN | CID001938 | ||||||||
| Gold | TOO Tau-Ken-Altyn | KAZAKHSTAN | CID002615 | ||||||||
| Gold | Torecom | KOREA, REPUBLIC OF | CID001955 | ||||||||
| Tantalum | Ulba Metallurgical Plant JSC | KAZAKHSTAN | CID001969 | ||||||||
| Gold | Umicore Precious Metals Thailand | THAILAND | CID002314 | ||||||||
| Gold | Umicore S.A. Business Unit Precious Metals Refining | BELGIUM | CID001980 | ||||||||
| Gold | United Precious Metal Refining, Inc. | UNITED STATES OF AMERICA | CID001993 | ||||||||
| Gold | Valcambi S.A. | SWITZERLAND | CID002003 | ||||||||
| Gold | WEEEREFINING | FRANCE | CID003615 | ||||||||
| Gold | Western Australian Mint (T/a The Perth Mint) | AUSTRALIA | CID002030 | ||||||||
| Tin | White Solder Metalurgia e Mineracao Ltda. | BRAZIL | CID002036 | ||||||||
| Gold | WIELAND Edelmetalle GmbH | GERMANY | CID002778 | ||||||||
| Tungsten | Wolfram Bergbau und Hutten AG | AUSTRIA | CID002044 | ||||||||
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | CHINA | CID002320 | ||||||||
| Tungsten | Xiamen Tungsten Co., Ltd. | CHINA | CID002082 | ||||||||
| Tantalum | XIMEI RESOURCES (GUANGDONG) LIMITED | CHINA | CID000616 | ||||||||
| Tantalum | XinXing HaoRong Electronic Material Co., Ltd. | CHINA | CID002508 | ||||||||
| Gold | Yamakin Co., Ltd. | JAPAN | CID002100 | ||||||||
| Tantalum | Yanling Jincheng Tantalum & Niobium Co., Ltd. | CHINA | CID001522 | ||||||||
| Gold | Yokohama Metal Co., Ltd. | JAPAN | CID002129 | ||||||||
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | CHINA | CID002158 | ||||||||
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | CHINA | CID002224 | ||||||||
28