EX-1.01 2 d189336dex101.htm EX-1.01

EX-1.01

Exhibit 1.01

Greif, Inc.

Conflict Minerals Report

For the Calendar Year Ended December 31, 2015

This report is intended to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (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 whose manufactured products contain conflict minerals that are necessary to the functionality or production of their products. Conflict Minerals are defined as cassiterite, columbite-tantalite, wolframite, gold and their derivatives, which are limited to tin, tantalum, tungsten, and gold (“3TG”) for the purposes of this assessment. These requirements apply to registrants whatever the geographic origin of the conflict minerals and whether or not they fund armed conflict.

As used in this report, the terms “Greif,” “the Company,” “we,” “us” and “our” refer to Greif, Inc. and its subsidiaries.

1. Products. The Company produces the following products: rigid industrial packaging products that include steel, plastic and fibre containers, reconditioned containers, rigid intermediate bulk containers and packaging accessories such as closure systems, flanges, plugs, caps and capseals, screwcaps and nozzles; flexible packaging products such as flexible intermediate bulk containers; and paper products such as containerboard and corrugated products. Based upon our internal assessment, the flexible packaging products and paper products we produce are composed primarily of resin, pulpwood, old corrugated containers and containerboard and do not contain conflict minerals. In addition, our reconditioned container products are manufactured from post-industrial use packaging, which is a recycled source. Accordingly, for the purposes of this assessment only rigid industrial packaging products (excluding reconditioned products) and packaging accessories were considered.

2. Policy. Greif has adopted a conflict minerals policy that reflects its dedication to working with our customers and suppliers to source in a responsible manner the materials we use in manufacturing our products. Under the policy, the Company reviewed the use of conflict minerals in our products and our global supply chain management system in accordance, in all material respects, with the general principles of the Organization for Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (“OECD Guidance”).

In accordance with our conflict minerals policy, we require that our suppliers (a) assist us in complying with the SEC regulations related to conflict minerals by providing reasonably requested information from time to time and (b) undertake all reasonable due diligence within their supply chains to determine the origin of conflict minerals and meet all applicable SEC reporting requirements. In addition, the conflict minerals policy requires our suppliers (c) to establish conflict minerals policies that affirm our commitment to ethical business practices and that are consistent with the Five Step Framework for Risk-Based Due Diligence in the Mineral Supply Chain contained in the OECD Guidance (the “OECD Framework”) and (d) to cooperate with Greif and/or its representatives in connection with any on-site inspections or audits of suppliers’ due diligence procedures and systems related to conflict minerals, although those components of the policy have not yet been implemented.

In addition, Greif has adopted a Supplier Code of Conduct that encourages all suppliers to procure raw materials and services in an ethical manner that supports sustainable business practices. Links to the Greif, Inc. Conflict Minerals Policy Statement and Supplier Code of Conduct can be found at www.greif.com/Suppliers.

3. Steps Taken to Identify Risks in the Supply Chain and the Reasonable Country of Origin Inquiry (“RCOI”). Greif has adopted a methodology and due diligence process that is materially based on the OECD Framework. The five steps of the OECD Framework are to:

• Establish strong company management systems;

• Identify and access risk in the supply chain;

• Design and implement a strategy to respond to identified risks;

• Carry out independent third-party audits of supply chain due diligence at identified points in the supply chain; and

• Report on supply chain due diligence.

Greif has taken the following actions in furtherance of the implementation of this methodology:

Establish strong company management systems

Greif has adopted a Conflict Minerals Policy Statement (See paragraph 2 above.). Greif has assembled an internal team of individuals from various functional areas within the organization to execute the ongoing process of supply chain due diligence under the supervision of senior management personnel. The team is responsible for implementing a system of controls and transparency over Greif’s supply chain that involves 3TG by (a) identifying Greif’s first-tier suppliers of 3TG and 3TG containing goods; (b) requesting information from these suppliers regarding their upstream suppliers and smelters, as well as their conflict minerals policies and due diligence procedures; and (c) communicating Greif’s ongoing expectations of its suppliers relating to conflict minerals. In addition, Greif has adopted a Supplier Code of Conduct that encourages its suppliers to procure all raw materials in an ethical manner supportive of sustainable business practices. The Supplier Code of Conduct contains a grievance mechanism to aid in facilitating supplier compliance.

Identify and access risk in the supply chain

Greif conducted an internal review to identify relevant first-tier raw material suppliers. The Company’s technical experts, production managers and other employees reviewed the key components and raw materials contained in the products manufactured by the Company. Our analysis found that a limited number of Greif’s rigid industrial packaging products contain tin, tin plate or electrolytic tin coatings (a) as a food contact material, (b) as a rust inhibitor, (c) to provide chemical resistance, (d) to improve processability or (e) to improve paint adhesion, making them necessary for the functionality of the applicable product.

Those products include:

• Tin-lined open head drums;

• Tinplated open head and tight head pails;

• Coated and painted tinplate sheets; and

• Various closure products containing or coated with tin (flanges, plugs, paint caps, capseals, nozzles and screwcaps).

After identifying the products that include 3TG, Greif mapped the materials to their respective vendors. As a downstream company, Greif contacted its first-tier suppliers in an attempt to trace the origin of the 3TG used in Greif products to the applicable smelting facility. In 2015, Greif manufactured products containing 3TG purchased by the Company from 14 separate vendors. Each supplier was requested to complete a template jointly developed by the Electronic Industry Citizenship Coalition^® (EICC^®) and the Global e-Sustainability Initiative (GeSI) (the “Template”). The Template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a supplier’s conflict-free policy, engagement with its direct upstream suppliers, and a listing of the smelters the supplier and its upstream suppliers use. Written instructions and recorded training illustrating the use of the Template are available on the website of the Conflict Free Sourcing Initiative, an initiative of the EICC and GeSI (“CFSI”). The Template is being widely adopted by many companies in their due diligence processes related to conflict minerals.

Design and implementation of a strategy to respond to identified risks

Upon receipt of the completed Templates or alternative data and certifications received from the vendors, all information was reviewed for completeness, inconsistencies and “red flags” (as defined in the OECD Framework) and all reported 3TG processing facilities were compared to CFSI’s independently verified list of smelters and refiners that are compliant with the relevant Conflict-Free Smelter Program assessment protocols. We relied on these supplier responses to provide us with information about the source of conflict minerals contained in the goods supplied to us. Our direct suppliers are similarly reliant upon information provided by their suppliers. No “red flags” were identified in this process and we determined that our greatest risk resides with the suppliers who failed to complete the Template or to identify smelters in their response to our request.

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Independent third-party audits

Greif does not have a direct relationship with 3TG smelters and refiners, nor do we perform direct audits of the entities that provide our supply chain with 3TG materials. However, we do rely upon the industry (for example, EICC and CFSI) efforts to influence smelters and refineries to get audited and certified through CFSI’s Conflict Free Smelter program.

Report on supply chain due diligence

Greif has compiled its results and filed this report in accordance with Rule 13p-1 through the use of the Form SD and the attachment of a Conflict Minerals Report. Further information is also available by reviewing the Greif Conflict Minerals Policy Statement which is located at www.greif.com/Suppliers.

4. Results for the 2015 Calendar Year.

14 first-tier 3TG suppliers were contacted as part of our due diligence process and asked to complete the Template. Greif received responses from 13 suppliers (10 first-tier suppliers completed the Template, one first-tier supplier partially completed the Template, one first-tier supplier partially completed the Template and submitted other data or certifications and one first-tier supplier failed to respond after repeated requests), which is a response rate of approximately 93%. Of the 25 smelters identified by our suppliers as the origin of 3TG materials used in our products, 23 were contained on the CFSI conflict-free smelter list as compliant or previously compliant and currently undergoing a re-audit, one primarily handles recycled materials and one was located in Rondônia, Brazil and is affiliated with a mine in the same vicinity. Two suppliers that completed the Template failed to identify the smelter(s) supplying them with tin and one supplier responded with a certificate that did not disclose the source of its 3TG. Therefore, we were unable to identify all of the smelters or mines of origin that produce the tin that is used in our products. For more definitive results please see Attachment A to this Conflict Minerals Report.

5. Steps Greif Will Take Subsequent to the End of Calendar Year 2015.

The due diligence and risk assessment process discussed above is ongoing. As Greif continues to conduct due diligence on its products and implement the conflict minerals policy within its global supply chain organization and processes, it will continue to develop and refine procedures to meet the goals and adhere to values set forth in the policy outlined above.

6. Independent Private Sector Audit.

The information in this report has not been audited by an independent private sector auditor.

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Attachment A

List of Product Categories Containing 3TG

Product Categories		Greif Manufacturing Location		Smelters Identified by 1st Tier or 2nd Tier Suppliers		Smelter Location
				Minsur1		Peru
				Mineração Taboca S.A.1		Brazil
				EM Vinto2		Bolivia
				Cooperativa Metalurgica de Rondônia Ltda.2		Brazil
				Malaysia Smelting Corp (MSC) 1		Malaysia
				Thaisarco1		Thailand
				PT Timah (Persero) Tbk Kundur1		Indonesia
				PT Timah (Persero) Tbk Mentok1		Indonesia
				Metallo-Chimique N.V. 1		Belgium
				PT Mitra Stania Prima2		Indonesia
				PT Tinindo Inter Nusa1		Indonesia
Tin Lined Open Head Steel Drum		Merced, California (USA)		Yunnan Tin Company Limited1		China
Tinplate Open Head Pails Tinplate Tight Head Pails		Buenos Aires, Argentina3		None specified		—
		Singapore		Malaysia Smelting Corp (MSC) 1		Malaysia
				Thaisarco1		Thailand
				PT Timah (Persero) Tbk Kundur1		Indonesia
				PT Timah (Persero) Tbk Mentok1		Indonesia
				CV United Smelting1		Indonesia
				PT DS Jaya Abadi1		Indonesia
		Israel		Yunnan Tin Company Limited1		China
Painted Capseals		Amsterdam, Netherlands		Minsur1		Peru
				PT Tinindo Inter Nusa1		Indonesia
				Yunnan Tin Company Limited1		China
				PT Wahana Perkit Jaya1		Indonesia
				White Solder Metalurgia e Mineraçào Ltda.1		Brazil
				PT Timah (Persero) Tbk Kundur1		Indonesia
				PT Timah (Persero) Tbk Mentok1		Indonesia
				PT Aries Kencana Sejahtera1		Indonesia
				PT ATD Makmur Mandiri Jaya1		Indonesia
				PT Refined Bangka Tin1		Indonesia
				Metahub		Malaysia (recycled)
				Rui Da Hung1		Taiwan
				PT Mitra Stania Prima2		Indonesia
				Metallo-Chimique N.V. 1		Belgium
				Cooperativa Metalurgica de Rondônia Ltda.2		Brazil
				Mineraçào Taboca S.A. 1		Brazil
				Malaysia Smelting Corp (MSC) 1		Malaysia
				EM Vinto2		Bolivia
		Araucaria, Brazil		White Solder Metalurgia e Mineraçào Ltda.1		Brazil
				Melt Metais e Ligas S/A1		Brazil
				Estanho de Rondônia S.A.		Brazil
		Penrith, Australia		Malaysia Smelting Corp (MSC)1		Malaysia
				PT Bukit Timah1		Indonesia
				PT Timah (Persero) Tbk Mentok1		Indonesia
				Thaisarco1		Thailand
		Zhenjiang, China		Yunnan Tin Company Limited1		China

Product Categories		Greif Manufacturing Location		Smelters Identified by 1st Tier or 2nd Tier Suppliers		Smelter Location
		Amsterdam, Netherlands		See smelter information for Amsterdam, NL above.
		Carol Stream, IL		Thaisarco1		Thailand
				Malaysia Smelting Corp (MSC) 1		Malaysia
				Metallo-Chimique N.V. 1		Belgium
				Cooperativa Metalurgica de Rondônia Ltda.2		Brazil
				PT Timah (Persero) Tbk Kundur1		Indonesia
				PT Timah (Persero) Tbk Mentok1		Indonesia
				PT Tinindo Inter Nusa1		Indonesia
Tinplated Flanges and Plugs				PT Mitra Stania Prima2		Indonesia
Tinplate Sheets		Singapore		See smelter information for Singapore above.
Nozzles and Screwcaps		Penrith, Australia		Malaysia Smelting Corp (MSC) 1		Malaysia
				Thaisarco1		Thailand
				PT Timah (Persero) Tbk Kundur1		Indonesia
				PT Timah (Persero) Tbk Mentok1		Indonesia
				CV United Smelting1		Indonesia
				PT DS Jaya Abadi1		Indonesia
Steel Drum Closures purchased from 3rd Party Manufacturers		Various North America Locations3		None specified		—
Painted Capseals, Nozzles and Screwcaps purchased from 3rd Party Manufacturers		Various Global Locations (sourced from Thurbe New Mumbai, India)		Malaysia Smelting Corp (MSC) 1		Malaysia
				PT Timah (Persero) Tbk Mentok1		Indonesia
		Various Global Locations (sourced from Bangalore, India) 3		None specified		—

¹ Denotes a tin smelter designated as “conflict free” by CFSI as of April 21, 2016.

² Denotes a tin smelter designated as “conflict free” by CFSI whose certification has lapsed and is being re-audited.

³ Did not receive complete smelter lists from all first-tier suppliers with respect to the applicable product category.