EX-1.01 2 a15-12897_1ex1d01.htm EX-1.01

Exhibit 1.01

 

UFP Technologies, Inc.

Conflict Minerals Report

 

INTRODUCTION

 

This Conflict Minerals Report (“CMR”) of UFP Technologies, Inc. (herein referred to as “UFP,” the “Company,” “we,” “us,” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934 for the reporting period from January 1, 2014 to December 31, 2014 (the “Reporting Period”).

 

Rule 13p-1 requires disclosure of certain information when a company manufactures or contracts to manufacture products for which “Conflict Minerals” are necessary to the functionality or production of those products.  The “Conflict Minerals” for the purposes of Rule 13p-1 are gold, columbite-tantalite (coltan), cassiterite, and wolframite (including their derivatives, tantalum, tin and tungsten, and the U.S. Secretary of State may designate other minerals in the future).  The “Covered Countries” for the purposes of Rule 13p-1 are the Democratic Republic of the Congo (the “DRC”), the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

 

In accordance with Securities and Exchange Commission (“SEC”) guidance, this CMR is not audited.

 

As required by Rule 13p-1, this CMR relates to products (the “Covered Products”): (i) for which Conflict Minerals are necessary to the functionality or production of those products; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during the Reporting Period.  As a result of our reasonable country of origin inquiry (“RCOI”) and the due diligence procedures described below, the Company has identified certain components in its supply chain that contain certain Conflict Minerals.  These components constitute only a very small portion of the materials content of UFP’s products.

 

RCOI

 

UFP has conducted a good faith RCOI regarding the necessary Conflict Minerals used in its products.  This good faith RCOI was designed to reasonably determine whether any of the necessary Conflict Minerals originated in the Covered Countries or came from recycled or scrap sources.  RCOI procedures included evaluating UFP’s suppliers’ responses to the Electronic Industry Citizenship Coalition (“EICC”)/Global e-Sustainability Initiative (“GeSI”) Conflict Minerals Reporting Template (the “Template”).  The Company also made follow-up inquiries with appropriate personnel of the suppliers as necessary.

 

Design of Due Diligence

 

Based on the Company’s RCOI, the Company was also required to exercise due diligence on the source and chain of custody of the Conflict Minerals in its products.  The design of the due diligence measures described in this CMR is intended to comply in all material respects with the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (collectively, the “OECD Guidance”).  The OECD Guidance is an internationally recognized due diligence framework for identifying the source of Conflict Minerals, which includes the following steps:

 

Step 1: Establish strong company management systems

Step 2: Identify and assess risks in the supply chain

Step 3: Design and implement a strategy to respond to identified risks

Step 4: Carry out independent third-party audit of smelter(s)/refiner(s) due diligence practices

Step 5: Report annually on supply chain due diligence

 

The OECD Guidance is written for the entire mineral supply chain and therefore UFP’s due diligence measures were tailored to include steps appropriate for “downstream” companies such as the Company.

 

Due Diligence Measures Performed

 

The Company’s supply chain is complex, and there are many third parties in the supply chain between UFP’s suppliers and the original sources of any Conflict Minerals.  The Company does not purchase Conflict Minerals directly from mines, smelters or refiners.  The Company must therefore rely on its suppliers to provide information regarding the origin of Conflict Minerals that are in our products.  Given this context, the Company undertook the following measures to exercise due diligence on the source and chain of custody of the Conflict Minerals in its products for the Reporting Period:

 



 

(i)                                   UFP has established a management system to support its supply chain due diligence.

 

a.              UFP has adopted an organizational structure and communication process that is intended to establish a system of transparency over the supply chain.  This system is meant to help us obtain critical information regarding the supply chain of Conflict Minerals used in its products.

 

b.              UFP has a formal company policy regarding Conflict Minerals in its supply chain.  This policy is available on the Company’s website at http://www.ufpt.com under “Investor Relations” / “Corporate Governance”.

 

c.               UFP has assigned authority and responsibility to a multi-disciplinary team consisting of individuals from Purchasing (the “Purchasing Council”), Finance and Plant Management.  Conflict Minerals matters are discussed at monthly operations meetings and with the Purchasing Council and are ultimately reported to upper level management including the Vice President of Manufacturing and Chief Financial Officer.

 

d.              UFP maintains business records relating to Conflict Minerals due diligence in accordance with the Company’s existing processes.

 

(ii)                                UFP has taken steps to identify and assess risk in its supply chain.

 

a.              UFP reviewed its supply chain in order to identify products or materials that may have contained Conflict Minerals during the Reporting Period.  UFP then sent applicable suppliers a copy of the Template in order to assess the use, or lack thereof, of Conflict Minerals in the products and materials the Company purchases.

 

b.              To date, a significant amount of Templates have been returned.  Follow-up reminders were sent to suppliers who did not return a Template and further correspondence was submitted when we had additional questions on the responses provided.

 

(iii)                             UFP has designed and implemented a strategy to respond to identified risks.

 

a.              UFP has designed and implemented a risk management plan that includes, but is not limited to, engaging in follow-up discussions with suppliers about the composition of their products and materials, requests for suppliers to complete Templates, and incorporating Conflict Minerals language into UFP’s supplier contracts and purchase orders through the Company’s updated standard terms and conditions as published on its website.  If a supplier identifies that it has Conflict Minerals in the products or materials it supplies, UFP will actively engage that supplier to provide us with the locations of the smelter(s)/refiner(s) of those Conflict Minerals and to obtain a copy of their Conflict Mineral policies.

 

b.              For the smelters identified in UFP’s supply chain that are providing Conflict Minerals, UFP will review the Conflict-Free Smelter Initiative List to determine if they are compliant with the Conflict Free Sourcing Initiative.

 

(iv)                            UFP has determined reliance upon independent third-party audits of smelter/refiner due diligence practices by the Conflict Free Sourcing Initiative (CFSI) is appropriate.

 

a.              UFP is a downstream company and is many steps removed from the smelters and refiners that produce the necessary Conflict Minerals contained in UFP’s products or components of UFP’s products.  UFP does not purchase raw minerals or ores, and does not, to the best of its knowledge, directly purchase Conflict Minerals from any of the Covered Countries. Accordingly, UFP does not perform or direct audits of these entities’ supply chains of Conflict Minerals. However, UFP supports industry wide efforts and the development and implementation of independent third-party audits of smelters and refiners, such as the CFSI’s Conflict-Free Smelter Program.

 

(v)                               UFP complies with Step 5 of the OECD Guidance through its filing of this report (and the related Form SD) with the SEC and by making these materials publicly available on its website at http://www.ufpt.com under “Investor Relations” / “Corporate Governance”.

 

FINDINGS AND CONCLUSIONS

 

Based on the information that was provided by the suppliers that UFP surveyed and otherwise obtained through the due diligence process described above, UFP believes that, to the extent reasonably determinable by UFP, the facilities that were used to process the Conflict Minerals contained in the Covered Products included 19 identified entities, of which 18 include facilities that are listed in the Template as “known smelters or refineries,” or in the United States Department of Commerce’s global list of “all known conflict mineral processing facilities worldwide” (collectively, “Known Smelters or Refineries”). Of these 18 Known Smelters or Refineries, 17 received a “conflict free” designation from an independent third party audit program as of May 20, 2015 or previously had a “conflict free” designation which has since expired and are undergoing a re-audit.

 



 

Based on these due diligence efforts, UFP does not have sufficient information to conclusively determine the mines or countries of origin of the Conflict Minerals contained in the Covered Products or whether the Conflict Minerals in the Covered Products are from recycled or scrap sources. UFP continues to work with suppliers throughout its supply chain to re-validate, improve, and refine their reported information, taking into account supply chain fluctuations and other changes in status or scope and relationships over time.

 

UFP believes that, to the extent reasonably determinable, the facilities that were used to process the Conflict Minerals contained in the Covered Products included the smelters and refiners listed in the table below. This table includes only facilities that are Known Smelters or Refineries.

 

Metal

 

Smelter Name

 

Smelter Country

 

 

 

 

 

 

 

 

 

Tin

 

Cooperativa Metalurgica de Rondonia Ltda.

 

BRAZIL

 

*

Tin

 

CV United Smelting

 

INDONESIA

 

*

Tin

 

Empresa Metallurgica Vinto

 

BOLIVIA

 

*

Tin

 

Malaysia Smelting Corporation (MSC)

 

MALAYSIA

 

*

Tin

 

Metallo Chimique

 

BELGIUM

 

*

Tin

 

Mineracao Taboca S A

 

BRAZIL

 

*

Tin

 

Minsur

 

PERU

 

*

Tin

 

Mitsubishi Materials Corporation

 

JAPAN

 

*

Tin

 

OMSA

 

BOLIVIA

 

*

Tin

 

PT Bukit Timah

 

INDONESIA

 

*

Tin

 

PT DS JayaAbadi

 

INDONESIA

 

*

Tin

 

PT Koba Tin

 

INDONESIA

 

 

Tin

 

PT Mitra Stania Prima

 

INDONESIA

 

*

Tin

 

PT Sariwiguna Binasentosa

 

INDONESIA

 

*

Tin

 

PT Stanindo Inti Perkasa

 

INDONESIA

 

*

Tin

 

PT Timah

 

INDONESIA

 

*

Tin

 

Thaisarco

 

THAILAND

 

*

Tin

 

Yunnan Tin Company, Ltd.

 

CHINA

 

*

 


*

 

On the CFSI Conflict-Free Smelter list for Tin

 

 

 

 

 



 

RISK MITIGATION

 

The Company expects to take the following steps, among others, to improve its due diligence measures and to further mitigate the risk that the necessary Conflict Minerals contained in the Company’s supply chain benefit armed groups in the Covered Countries: (i) continuing to engage with suppliers to obtain current, accurate and complete information about the supply chain; (ii) reviewing “conflict free” smelter lists from independent “conflict free” smelter validation programs; and (iii) encouraging suppliers to implement responsible sourcing.

 

UFP has provided information as of the date of this report. Subsequent events, such as the inability or unwillingness of any suppliers, smelters or refiners to comply with UFP’s Conflict Minerals Policy, may affect UFP’s future determinations under Rule 13p-1.

 

Website addresses are included in this report for reference only.  Any information contained on UFP’s website is not incorporated by reference into this report.