The SEC adopted a final rule implementing Section 1502 of the Dodd-Frank Act requiring disclosures related to conflict minerals originating from the DRC. The rule applies to companies that file SEC reports and manufacture or contract to manufacture products containing necessary conflict minerals. Companies must conduct a reasonable country of origin inquiry and, if minerals may have originated in the DRC, perform due diligence to determine if minerals financed armed groups. The results must be reported annually to the SEC by May 31 on Form SD, and may require a Conflict Minerals Report and audit.
On August 22, 2012 the Securities and Exchange Commission (SEC) adopted a new rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that requires publicly-traded companies in the United States to report the use of “Conflict Minerals”. Under the rule, Conflict Minerals are cassiterite, columbite-tantalite, gold woframite and their derivatives which have been limited to tantalum, tin and tungsten (collectively known as the 3Ts), that are sourced from mines in the Democratic Republic of the Congo (DRC) or surrounding countries (collectively known as the “Covered Countries”.)
While the reporting requirements only apply to publicly traded companies, it also impacts any company supplying a company that is required to report since publicly-traded companies are requiring their suppliers to support their due diligence efforts.
This paper looks at Conflict Minerals regulations from the perspective of a company in the electronics manufacturing services (EMS) in terms of the processes necessary to support disclosure requirements and the likely support services needed over time.
For more whitepapers and articles on PCBA design and manufacturing, visit http://blog.optimumdesign.com
Conflict Minerals: Understanding Dodd-Frank 1502 and Its Affect on Your Suppl...Optimum Design Associates
On August 22, 2012 the Securities and Exchange Commission (SEC) adopted a new rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that requires publicly-traded companies in the United States to report the use of “Conflict Minerals”. Under the rule, Conflict Minerals are cassiterite, columbite-tantalite, gold woframite and their derivatives which have been limited to tantalum, tin and tungsten (collectively known as the 3Ts), that are sourced from mines in the Democratic Republic of the Congo (DRC) or surrounding countries (collectively known as the “Covered Countries”.)
While the reporting requirements only apply to publicly traded companies, it also impacts any company supplying a company that is required to report since publicly-traded companies are requiring their suppliers to support their due diligence efforts.
This paper looks at Conflict Minerals regulations from the perspective of a company in the electronics manufacturing services (EMS) in terms of the processes necessary to support disclosure requirements and the likely support services needed over time.
For more whitepapers and articles on PCBA design and manufacturing, visit http://blog.optimumdesign.com
The Dodd-Frank Act Section 1502 and the SEC Final Rule set assessment and reporting requirements for companies whose products may contain conflict minerals.
This white paper includes:
- Introduction to conflict minerals and an overview of primary uses
- Regulatory requirements of DFA Section 1502 and the economic impact
- Clear guidance on the compliance process
- Specific information on all deliverables and related deadlines
- Detailed treatment of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals
- Explanation of the Bureau Veritas one-stop shop conflict minerals solution
Conflict Mineral Compliance - Frequently Asked Questions Matt Whitteker
www.assentcompliance.com
Assent Compliance answers the most common frequently asked questions with regards to conflict mineral compliance.
- What are conflict minerals
- What if we are a private company
- What is the difference between the CMRT 3.01 and the previous form
- We do not use 3TG's - What now?
And a host of other FAQ's. If you have any questions about conflict minerals and or conflict mineral compliance email: info@assentcompliance.com
Public procurement & Disposal - comparison between the Guyanese and T&T lawsNigel Campbell
Presentation made at Conference on Public Corruption & the Oil Curse organised by the Caribbean Institute of Forensic Accounting (CIFA), the Guyana Oil & Gas Association and the the African Business Roundtable at the Pegasus Hotel in Georgetown.
This presentation shows different ways companies can comply to conflict minerals legislation. Posted with permission from Ron Jones of N-Able Group International who presented on this topic in November 2013.
The Dodd-Frank Act has broad and deep implications that will touch every corner of finance. Title VII impacts the OTC derivatives market. This presentation provides an overview of ISDA's DF Protocol.
Social housing development seminar, June 2017, NottinghamBrowne Jacobson LLP
Our social housing development seminar with Ridge Property and Construction Consultants covered the following topics:
- procurement and state aid issues in social housing development
- identifying and implementing development opportunities.
Who we are - We are committed to being a trusted partner for acquisitions from Canada and offer our services where access, risk mitigation and competitiveness benefit from a government to government contracting approach. Our engagement on corporate social responsibility helps us operate in an environmentally, socially and ethically responsible manner when we work with our Canadian exporters and purchasing governments of other nations.
What we do - We take on the role of prime contractor and sign contracts with governments of other nations for purchases from Canada. All the contracts we sign have the legal effect of being signed in the name of the Government of Canada.
We sign a sub-contract and flow the contractual commitments through to our qualified Canadian exporter. As the Canadian exporter fulfils the obligations under the contract, we take on a contract oversight role and financial administration of the contract.
How we work - We offer a strategic whole of government approach to help Canadian exporters provide foreign government buyers with Canadian expertise through government to government contracts.
Pitfalls to be Aware of When Working with Inventions Funded Through Governmen...Workman Nydegger
Sometimes a client’s technology is funded by a government grant, e.g., through a federal agency. Complex provisions governing ownership, disclosure, election, patent filing, and other requirements for such technology are governed by the Bayh-Dole act of 1980 (35 U.S.C. §200-212). Some of the “strings” imposed and governed by Bayh-Dole that are particularly relevant to patent practitioners include:
• disclosure of developed inventions;
• election of ownership to the technology by the contractor;
• compulsory government license that attaches to developed technology;
• possibility of U.S. Government exercise of “March-In Rights”;
• requirements for U.S. manufacture;
• issues relative to protecting trade secrets of the contractor.
In addition to the need to comply with the many provisions of Bayh-Dole, where government funded inventions are developed, export provisions under ITAR/EAR may also be applicable. Such ITAR and EAR export control regulations cover not only articles, software, and services that may be listed on either the US Munitions List (for ITAR) or the Commerce Control List (for EAR), but also cover technical data, such as that used by patent practitioners in conducting a patentability search or preparing a patent application for the contractor.
Energy Industry Accounting and Tax Update July 2013Hein & Associates
Review of current developments related to The Disclosure of Payments by Resource Extraction Issuers to Governments (Section 1504) and Conflict Minerals Disclosures (Section 1502) of Dodd-Frank Act. Also, a tax review including how domestic companies get stuck paying the tax burden for foreigners.
On August 22, 2012 the Securities and Exchange Commission (SEC) adopted a new rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that requires publicly-traded companies in the United States to report the use of “Conflict Minerals”. Under the rule, Conflict Minerals are cassiterite, columbite-tantalite, gold woframite and their derivatives which have been limited to tantalum, tin and tungsten (collectively known as the 3Ts), that are sourced from mines in the Democratic Republic of the Congo (DRC) or surrounding countries (collectively known as the “Covered Countries”.)
While the reporting requirements only apply to publicly traded companies, it also impacts any company supplying a company that is required to report since publicly-traded companies are requiring their suppliers to support their due diligence efforts.
This paper looks at Conflict Minerals regulations from the perspective of a company in the electronics manufacturing services (EMS) in terms of the processes necessary to support disclosure requirements and the likely support services needed over time.
For more whitepapers and articles on PCBA design and manufacturing, visit http://blog.optimumdesign.com
Conflict Minerals: Understanding Dodd-Frank 1502 and Its Affect on Your Suppl...Optimum Design Associates
On August 22, 2012 the Securities and Exchange Commission (SEC) adopted a new rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that requires publicly-traded companies in the United States to report the use of “Conflict Minerals”. Under the rule, Conflict Minerals are cassiterite, columbite-tantalite, gold woframite and their derivatives which have been limited to tantalum, tin and tungsten (collectively known as the 3Ts), that are sourced from mines in the Democratic Republic of the Congo (DRC) or surrounding countries (collectively known as the “Covered Countries”.)
While the reporting requirements only apply to publicly traded companies, it also impacts any company supplying a company that is required to report since publicly-traded companies are requiring their suppliers to support their due diligence efforts.
This paper looks at Conflict Minerals regulations from the perspective of a company in the electronics manufacturing services (EMS) in terms of the processes necessary to support disclosure requirements and the likely support services needed over time.
For more whitepapers and articles on PCBA design and manufacturing, visit http://blog.optimumdesign.com
The Dodd-Frank Act Section 1502 and the SEC Final Rule set assessment and reporting requirements for companies whose products may contain conflict minerals.
This white paper includes:
- Introduction to conflict minerals and an overview of primary uses
- Regulatory requirements of DFA Section 1502 and the economic impact
- Clear guidance on the compliance process
- Specific information on all deliverables and related deadlines
- Detailed treatment of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals
- Explanation of the Bureau Veritas one-stop shop conflict minerals solution
Conflict Mineral Compliance - Frequently Asked Questions Matt Whitteker
www.assentcompliance.com
Assent Compliance answers the most common frequently asked questions with regards to conflict mineral compliance.
- What are conflict minerals
- What if we are a private company
- What is the difference between the CMRT 3.01 and the previous form
- We do not use 3TG's - What now?
And a host of other FAQ's. If you have any questions about conflict minerals and or conflict mineral compliance email: info@assentcompliance.com
Public procurement & Disposal - comparison between the Guyanese and T&T lawsNigel Campbell
Presentation made at Conference on Public Corruption & the Oil Curse organised by the Caribbean Institute of Forensic Accounting (CIFA), the Guyana Oil & Gas Association and the the African Business Roundtable at the Pegasus Hotel in Georgetown.
This presentation shows different ways companies can comply to conflict minerals legislation. Posted with permission from Ron Jones of N-Able Group International who presented on this topic in November 2013.
The Dodd-Frank Act has broad and deep implications that will touch every corner of finance. Title VII impacts the OTC derivatives market. This presentation provides an overview of ISDA's DF Protocol.
Social housing development seminar, June 2017, NottinghamBrowne Jacobson LLP
Our social housing development seminar with Ridge Property and Construction Consultants covered the following topics:
- procurement and state aid issues in social housing development
- identifying and implementing development opportunities.
Who we are - We are committed to being a trusted partner for acquisitions from Canada and offer our services where access, risk mitigation and competitiveness benefit from a government to government contracting approach. Our engagement on corporate social responsibility helps us operate in an environmentally, socially and ethically responsible manner when we work with our Canadian exporters and purchasing governments of other nations.
What we do - We take on the role of prime contractor and sign contracts with governments of other nations for purchases from Canada. All the contracts we sign have the legal effect of being signed in the name of the Government of Canada.
We sign a sub-contract and flow the contractual commitments through to our qualified Canadian exporter. As the Canadian exporter fulfils the obligations under the contract, we take on a contract oversight role and financial administration of the contract.
How we work - We offer a strategic whole of government approach to help Canadian exporters provide foreign government buyers with Canadian expertise through government to government contracts.
Pitfalls to be Aware of When Working with Inventions Funded Through Governmen...Workman Nydegger
Sometimes a client’s technology is funded by a government grant, e.g., through a federal agency. Complex provisions governing ownership, disclosure, election, patent filing, and other requirements for such technology are governed by the Bayh-Dole act of 1980 (35 U.S.C. §200-212). Some of the “strings” imposed and governed by Bayh-Dole that are particularly relevant to patent practitioners include:
• disclosure of developed inventions;
• election of ownership to the technology by the contractor;
• compulsory government license that attaches to developed technology;
• possibility of U.S. Government exercise of “March-In Rights”;
• requirements for U.S. manufacture;
• issues relative to protecting trade secrets of the contractor.
In addition to the need to comply with the many provisions of Bayh-Dole, where government funded inventions are developed, export provisions under ITAR/EAR may also be applicable. Such ITAR and EAR export control regulations cover not only articles, software, and services that may be listed on either the US Munitions List (for ITAR) or the Commerce Control List (for EAR), but also cover technical data, such as that used by patent practitioners in conducting a patentability search or preparing a patent application for the contractor.
Energy Industry Accounting and Tax Update July 2013Hein & Associates
Review of current developments related to The Disclosure of Payments by Resource Extraction Issuers to Governments (Section 1504) and Conflict Minerals Disclosures (Section 1502) of Dodd-Frank Act. Also, a tax review including how domestic companies get stuck paying the tax burden for foreigners.
American University International Law Review Annual Symposium: Managing the G...Patton Boggs LLP
DC Partner Frank Samolis will address participants during a symposium hosted by American University’s Washington College of Law on February 18, 2014. The event will examine issues around international trade and the environment through dialogue on the Trans-Pacific Partnership and Transatlantic Trade and Investment Partnership negotiations, the state of Article XX of the General Agreement on Tariffs and Trade, enforcement mechanisms under regional trade agreements, and potential future means of protecting the environment through International Trade Law Society. Mr. Samolis will serve as a panelist during a discussion on TTP talks and TTIP negotiations at 12:45 p.m. during the symposium.
With increasing demand on limited public resources, national and local governments are recognizing the need for a new approach to social services that emphasizes the identification of effective, innovative ideas. However, a lack of available funding and the reluctance to take on the risk that a promising, but unproven, idea might fail have created obstacles to this new approach. The social impact bond model is designed to eliminate these obstacles.
U.S. Securities and Exchange Commission Proposes New Rule on Pay Disclosure
SEC Issues Final Rule on Conflict Minerals
1.
AUGUST 31, 2012
HEALTH AND SAFETY,
Henry Chajet SECURITIES AND MERGERS AND
[T] 202-457-6511
ACQUISITIONS CLIENT ALERT
hchajet@pattoboggs.com
Mark Savit SEC ISSUES FINAL RULE ON CONFLICT
[T] 303-894-6117 MINERALS
msavit@pattonboggs.com
On August 22, 2012, the Securities and Exchange Commission (“SEC”)
Brian Hendrix adopted a final rule implementing Section 1502 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act that requires certain
[T] 202-457-6543
disclosures related to the use of “conflict minerals” that originated in the
bhendrix@pattonboggs.com Democratic Republic of the Congo and adjoining countries (together, the
“DRC Countries”).
Peter Gould
[T] 303-894-6176 Companies Subject to the Final Rule
pgould@pattonboggs.com
The final rule adopted by the SEC applies to any company that files
reports with the SEC under Section 13(a) or Section 15(d) of the
Jonathan Pavony
Securities Exchange Act of 1934 (the “Exchange Act”), including U.S.
[T] 202-457-6196 companies and foreign private issuers, for which the use of conflict
jpavony@pattonboggs.com minerals is necessary to the functionality or production of a product
manufactured or contracted to be manufactured by such company.
Under the final rule, “conflict minerals” are defined as cassiterite (used to
David Teeples
make tin), columbite-tantalite (from which tantalum is extracted), gold,
[T] 214-758-3544 wolframite (used to produce tungsten), or their derivatives, or any other
dteeples@pattonboggs.com minerals (or their derivatives) determined by the U.S. Secretary of State
to be financing conflict in the DRC Countries. Conflict minerals are used
in electronic components and products including, but not limited to,
Mark Goldschmidt
mobile telephones, computers, videogame consoles, digital cameras and
[T] 303-894-6132 jet engine components. The SEC estimates that almost 6,000 U.S. and
mgoldschmidt@pattonboggs.com foreign companies will need to comply with the conflict minerals rule.
2.
Manufacture or Contract to Manufacture Products with Conflict Minerals
Although the final rule applies only to companies that “manufacture” or “contract to manufacture” products for
which conflict minerals are “necessary to the functionality or production” of the product, the rule does not define
those and many other terms. Instead, those terms are to be applied based on the facts and circumstances of
each company and product. A company is considered to be “contracting to manufacture” a product if it had some
actual influence over the manufacturing of that product based on the facts and circumstances and the degree of
influence the company exercised over the product manufacturing. A company will not be considered to “contract
to manufacture” a product if it does no more than:
• specifies or negotiates contractual terms with a manufacturer that do not directly relate to the manufacturing of
the product,
• affixes its brand, marks, logo or label to a generic product manufactured by a third party, or
• services, maintains or repairs a product manufactured by a third party.
The determination of whether a conflict mineral is deemed “necessary to the functionality” or “necessary to the
production” of a product also depends on the company’s particular facts and circumstances. However, the final
rule does provide some helpful criteria a company should consider in making these determinations.
Reasonable Country of Origin Inquiry; Form SD
If a company concludes that conflict minerals are necessary to the functionality or production of a product it
manufactures or has contracted to manufacture, the company must then conduct a “reasonable country of origin
inquiry” regarding the origin of the conflict minerals. To satisfy the reasonable country of origin inquiry
requirement, a company must conduct a good faith inquiry regarding the origin of its conflict minerals that is
reasonably designed to determine whether any of its conflict minerals (i) originated in the DRC Countries or (ii)
are from recycled or scrap sources.
If, based on the reasonable country of origin inquiry, the company concludes that:
• the company knows that the minerals did not originate in the DRC Countries or are from scrap or recycled
sources; or
• the company has no reason to believe that the minerals may have originated in the DRC Countries or may not
be from scrap or recycled sources,
then the company must disclose on Form SD its determination, provide a brief description of the inquiry it
undertook and the results of the inquiry. Further, the company is required to make the description of its inquiry
publicly available on its Internet website and provide the Internet address of that site in the Form SD.
Due Diligence; Conflict Minerals Report
However, if, based on the reasonable country of origin inquiry, the company concludes that:
• the company knows or has reason to believe that the minerals may have originated in the DRC Countries; and
• the company knows or has reason to believe that the minerals may not be from scrap or recycled sources,
then the company must undertake due diligence on the source and chain of custody of the conflict minerals
Patton Boggs LLP | SEC Issues Final Rule on Conflict Minerals 4
3.
(following a nationally or internationally recognized due diligence framework).
After completing the due diligence, the company must prepare a Conflict Minerals Report and have it audited by
an independent private-sector auditing firm. The Conflict Minerals Report, which must include an audit report and
applicable certification by the company, must then be filed with the SEC as an exhibit to the Form SD describing
the due diligence the company undertook on the source and chain of custody of the conflict minerals. The
company must also make publicly available the Conflict Minerals Report on its Internet website and provide the
Internet address of that site on Form SD.
DRC Conflict Free; DRC Conflict Undeterminable
If, based on the above due diligence process, the company concludes that the conflict minerals may have
originated from the DRC Countries but that such minerals did not finance or benefit armed groups, then the
Conflict Minerals Report must disclose the same and identify the conflict minerals as “DRC conflict free.” Also, if a
company concludes that its minerals are derived from recycled or scrap sources (rather than mined sources), the
company’s applicable products are considered “DRC conflict free” under the final rule.
If a company concludes that its products are not “DRC conflict free,” then in addition to the audit and other
applicable requirements the company must describe in its Conflict Minerals Report:
• the products that are not DRC conflict free,
• the facilities used to process the conflicts minerals in those products,
• the country of origin of the conflict minerals in those products, and
• its efforts to determine the mine or location of origin of the minerals.
The final rule provides for a temporary two-year period (four-year period for smaller reporting companies) for
companies that are unable to determine whether the minerals in its products are DRC conflict free. During this
period, if a company is unable to determine whether the minerals in its products are DRC conflict free, then it
must identify those products as “DRC conflict undeterminable.” Such a company must describe in its Conflict
Minerals Report:
• the products that are DRC conflict undeterminable,
• the facilities used to process the conflicts minerals in those products (if known),
• the country of origin of the conflict minerals in those products (if known),
• its efforts to determine the mine or location of origin of the minerals, and
• the steps that the company took or will take to mitigate the risk that its conflict minerals benefit armed groups.
The company is not required to obtain an independent private sector audit of the Conflict Minerals Report for
products that are DRC conflict undeterminable.
Reporting Deadlines
The final rule requires each issuer to provide its conflict minerals information on a calendar year basis regardless
of any particular fiscal year end. The rule requires an issuer to provide its annual conflict minerals information in a
new specialized disclosure report on Form SD for every calendar year from January 1 to December 31. The Form
SD will be due to the SEC on May 31 of the following year. Therefore, the first reporting period for all issuers will
be from January 1, 2013 to December 31, 2013, and the first Form SD must be filed on or before May 31, 2014.
Patton Boggs LLP | SEC Issues Final Rule on Conflict Minerals 4
4.
The Form SD, including conflict minerals information and any Conflict Minerals Report submitted as an exhibit to
the form, must be “filed” under the Exchange Act and thereby subject to potential Exchange Act Section 18
liability. This is a change from the proposed rule, which only would have required the information to be
“furnished.”
The following is a link to the SEC’s final rule implementing Section 1502 of the Act for your reference:
http://www.sec.gov/rules/final/2012/34-67716.pdf.
Patton Boggs LLP | SEC Issues Final Rule on Conflict Minerals 4