Conflict Minerals Statement
Cenveo, Inc., together with its subsidiaries (collectively "Cenveo"), is committed to providing the highest quality of service while at the same time utilizing responsible procurement practices. Cenveo is working with its suppliers to boost supply chain transparency and to ensure that it complies with, among other things, all applicable sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (the "Dodd-Frank Act"). As well, Cenveo continues to update its internal systems and processes to reflect the requirements of the Dodd-Frank Act. This enables Cenveo to determine with a high degree of confidence whether Conflict Minerals are present in any of its products because they are necessary for the production or the functionality of any of Cenveo's products, and whether any Conflict Minerals that are in Cenveo's products are sourced from the Democratic Republic of Congo ("DRC") or an adjoining country (together with the DRC the "Covered Countries"). Cenveo intends that its internal systems and processes will allow Cenveo to determine with a high degree of confidence that its suppliers are providing Cenveo with conflict free minerals.
Cenveo operates with high ethical standards, and we expect all of our suppliers to conduct their businesses with the same high standards. Cenveo's purchasing department will actively seek business relationships with suppliers who share our values and promote the application of these high standards among those with whom it does business.
In enacting Section 1502 of the Dodd-Frank Act, the U.S. Congress endeavored to end human rights abuses in the Covered Countries. See the Final Rule (with comments) at the following website: www.sec.gov/rules/final/2012/34-67716.pdf, pages 7-9.
The Dodd-Frank Act includes requirements that certain companies report to the U.S. Securities and Exchange Commission ("SEC") on the use and origin of "Conflict Minerals" or their derivatives, and on the due diligence used in making that determination. See Final Rule at pages 10-11.
There are currently four Conflict Minerals. See Final Rule at pages 6-7. Conflict Minerals sourced from the Covered Countries are referred to as "DRC Conflict Minerals."
On August 22, 2012, the SEC adopted the Final Rule on Conflict Minerals pursuant to the Dodd-Frank Act Section 1502. The Final Rule applies to companies that file reports with the SEC under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934.
The first reports to the SEC were due May 31, 2014 (extended to June 2, 2014 because May 31 fell on a Saturday) for the calendar year ending December 31, 2013, and reports are due annually on May 31 every year thereafter.
WHAT IS REQUIRED OF CENVEO?
Cenveo is required to disclose the presence of Conflict Minerals that are necessary to the functionality or production of its products on SEC Form SD. Specifically, if Conflict Minerals originated in the DRC or an adjoining country, Section 13(p) to the Securities Exchange Act of 1934 requires Cenveo to:
Submit a report to the SEC that includes a description of the actions Cenveo took to exercise appropriate due diligence on the Conflict Minerals' source and chain of custody.*
(a) The actions taken to exercise due diligence may include a private-party independent audit of the report that is conducted in accordance with standards established by the Comptroller General of the United States, i.e., per the guidance of The Organisation for Economic Cooperation and Development (i.e., OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, available at www.oecd.org/daf/inv/mne/mining.htm ("OECD Guidance"); however, Cenveo was not required to have an independent private sector audit of the Conflict Minerals Report for the first two reporting years (referred to as "transition years") since Cenveo determined that one or more of its products were "DRC conflict undeterminable").
(b) Identify the auditor and certify the audit.
(c) Cenveo must include a description of the products manufactured or contracted to be manufactured that are not "DRC conflict free," the facilities used to process the Conflict Minerals, the country of origin of the Conflict Minerals, and the efforts to determine the mine or location of origin.
Make available to the public on its internet website the information disclosed by the reporting company.
WHAT IS REQUIRED OF CENVEO'S SUPPLIERS?
Cenveo is required to perform due diligence on the source and chain of custody of Conflict Minerals or their derivatives in all products manufactured at Cenveo facilities or for products that Cenveo contracts to have others manufacture for Cenveo. This investigation/analysis is largely fact specific and particular to each reporting company, and requires the collection of information from suppliers, including those who may not be subject to the Dodd-Frank Act. See the OECD Guidance for an in-depth review of appropriate due diligence.
Cenveo's suppliers have been notified of the need for them to provide accurate information to Cenveo as to the origin of any Conflict Mineral that is needed for the production or functionality of any of the suppliers' products sold to Cenveo. Cenveo has created an initial questionnaire, which is designed to help it understand the use, if any, of Conflict Minerals in the products that Cenveo purchases from its suppliers. Moreover, Cenveo has made its suppliers aware of the ongoing need to:
(a) perform due diligence on the source and chain of custody of Conflict Minerals or their derivatives in all products purchased from each such supplier; and
(b) provide certain written representations and certifications to Cenveo with respect to the use of Conflict Minerals.
It is Cenveo's expectation that if a supplier determines, after appropriate due diligence has been conducted, that none of the products supplied to Cenveo contain Conflict Minerals, or that no Conflict Mineral, if present, is necessary for the production or functionality of the product, the supplier should certify this information in writing, and describe, with some degree of specificity, the due diligence that the supplier has conducted that allows it to reach that conclusion.
When one or more Conflict Minerals is necessary to the functionality or production of a product manufactured by a supplier and supplied to Cenveo, Cenveo has and will continue to request additional information from suppliers about the origin of Conflict Minerals in the products provided to Cenveo, e.g. chain of custody data and smelter data for the tin, tungsten, tantalum or gold in the products supplied to Cenveo.
In addition, Cenveo has requested of a segment of its suppliers that they do not ship any materials or components containing DRC Conflict Minerals, to any Cenveo subsidiary or facility
(a) without first contacting the facility or corporate purchasing, disclosing that the products they propose to ship to Cenveo contain DRC Conflict Minerals; and
(b) without obtaining express written authorization to ship any product containing one or more DRC Conflict Minerals to Cenveo.
*A legal proceeding has modified the requirements of the Rule for the time being. Please see the SEC statement at http://www.sec.gov/News/PublicStmt/Detail/PublicStmt/1370541681994.