Exhibit 1.01
ACTUANT CORPORATION
Conflict Minerals Report
For The Year Ended December 31, 2015
Background:
In recent years, there has been increased international attention on certain minerals originating from the Democratic Republic of Congo and adjoining countries (“Covered Countries”) due, in part, to concerns that the exploitation and trade of these minerals is funding regional conflict and violence. In response, the Securities and Exchange Commission (the “SEC”), as mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, implemented reporting and disclosure requirements related to tantalum, tin, tungsten and gold (collectively “Conflict Minerals”). The rules impose certain reporting obligations on public companies that manufacture, or contract to manufacture, products containing Conflict Minerals that are necessary to the functionality or production of the product.
This report is being presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the "Exchange Act").
Company Overview:
Actuant Corporation (the “Company,” “Actuant,” or “we”) is a global manufacturer of a broad range of industrial products and systems and is organized into three reportable segments: Industrial, Energy and Engineered Solutions. The Industrial segment is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools to the maintenance, industrial, infrastructure and production automation markets. The Energy segment provides joint integrity products and maintenance services, customized offshore vessel mooring solutions, as well as rope and cable solutions to the global oil & gas, power generation and energy markets. The Engineered Solutions segment provides highly engineered position and motion control systems to original equipment manufacturers ("OEM") in various on and off-highway vehicle markets, as well as a variety of other products to the industrial and agricultural markets. While we have extensive manufacturing capabilities including machining, stamping, injection molding and fabrication, our manufacturing primarily consists of light assembly of components we source from a network of global suppliers.
Conflict Mineral Policy:
As a global diversified industrial company with operations in more than thirty countries, Actuant and its subsidiaries are committed to ensuring the safety, health and protection of people and the environment worldwide. The Company promotes these principles in its business practices, code of conduct and conflict mineral policy (which is available in the Investors - Corporate Governance section of the Company’s website at www.actuant.com).
Actuant’s conflict mineral policy affirms its commitment to the responsible sourcing of Conflict Minerals used in its products and states that Actuant will not knowingly provide support to, contribute to, assist with, or facilitate armed conflict in the Covered Countries. However, if the Company determines that any supplier is violating this policy, it will either suspend or discontinue the use of the supplier in a timely fashion or require the supplier to commit to a suitable corrective action or risk mitigation plan. Any supplier’s continued failure to adhere to Actuant’s policies and/or refusal on its part to address issues of concern will likely lead to suspension or termination of the Company’s business relationship with the supplier.
Supply Chain Due Diligence:
Actuant performed a review of its products and concluded that Conflict Mineral are included in certain of its products. As a result, we conducted a reasonable country of origin inquiry and undertook due diligence to seek to determine the source and chain of custody of Conflict Minerals in the components and materials supplied to the Company that are contained in the products Actuant manufactures and contracts to manufacture. Actuant designed its due diligence measures to be in conformity, in all material respects, with the internationally recognized due diligence framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related supplements for each of the Conflict Minerals (the “OECD Guidance”). Summarized below is the five step framework set forth in the OECD Guidance and the related due diligence process we undertook.
Establish Company Management Systems:
We have established a cross functional Conflict Mineral team that included employees from supply chain, legal, finance and operations. This team is responsible for administering our Conflict Mineral compliance program, communicating regular updates to senior management and providing guidance on the rules. As part of our compliance program we have established a Conflict Mineral Policy and grievance mechanism to enable the reporting of exceptions to our policies, conducted supplier engagement and have included Conflict Mineral clauses in purchase orders and contracts.
Identify and Assess Risk in the Supply Chain:
Actuant and its operating subsidiaries are several steps removed from the mining of minerals and do not directly source minerals. As part of our diligence efforts, we conducted a reasonable country of origin inquiry to determine whether any of the Conflict Minerals in our products originated in the Covered Countries. Because of the diversity of our products and the global nature of our supply chain, we rely on our suppliers to provide us with information about the source and content of components that we purchase from them and incorporate into our products. Similarly, our direct suppliers also rely on information provided by their suppliers. This chain of information creates a level of uncertainty and risk related to the accuracy of the information.
Our reasonable country of origin inquiry process and due diligence efforts included:
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• | reviewed supplier data and generated a list of direct material suppliers that we purchased from in 2015 and it was reasonably possible that the products contained conflict minerals necessary to their functionality or production. |
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• | sent a copy of our conflict mineral policy and a survey to these direct material suppliers (over 1000 suppliers) using the Conflict Free Sourcing Initiative Conflict Minerals Reporting Template (“CMRT”). |
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• | evaluated responses from suppliers and reviewed the results of due diligence efforts to ensure the completeness and accuracy of the responses received from the supply chain. |
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• | utilized a conflict minerals data management tool to (1) track communications with direct suppliers, (2) automate the identification of quality issues (e.g., incomplete CMRTs, inconsistent responses and red flags based on defined criteria) and (3) aggregate CMRT responses for analysis and reporting. |
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• | determined if the processing facilities reported to us by our suppliers adhere to responsible sourcing practices by verifying whether they are included on the list of Conflict Free Sourcing Initiative - compliant processing facilities. |
We believe that the inquires and due diligence efforts described above represent a reasonable effort to determine the mines or locations of origin of the Conflict Minerals in our products, including (1) seeking information about Conflict Mineral smelters and refiners in our supply chain by requesting that our suppliers complete a CMRT, (2) verifying those smelters and refiners against the Conflict Free Souring Initiative list of smelters, (3) conducting due diligence procedures on vendor responses, and (4) obtaining additional documentation and verifications, as applicable.
Design and Implement a Strategy to Respond to Identified Risks:
We expect our suppliers to source minerals from socially and environmentally responsible sources and believe in establishing and maintaining long-term relationships with suppliers. However, if as a result of our due diligence process we determine that a supplier is violating our Conflict Mineral Policy, we will either suspend or discontinue the use of the supplier or require it to commit to a suitable corrective action or risk mitigation plan.
Carry Out Independent Third Party Audit of Smelter/Refiner’s Due Diligence Practices:
Actuant does not perform or direct audits of Conflict Minerals smelters and refiners within its supply chain since it is a downstream consumer and is many steps removed from smelters and refiners that provide minerals and ores.
Report on Supply Chain Due Diligence:
The Company is filing this report (and the related Form SD) with the SEC and it is also publicly available on the Investors - Corporate Governance section of the Company’s website at www.actuant.com.
Due Diligence Results:
Actuant manufactures and contracts to manufacture certain products that are subject to the reporting obligations of Rule 13p-1 of the Exchange Act. The quality of the responses that we received from our suppliers continued to vary as most suppliers provided responses to the CMRT template at a company level or provided us with interim responses or incomplete information. The most frequently utilized smelters, as reported by our suppliers, are included in schedule A to our Conflict Mineral Report. Several suppliers did identify a tin smelter (Phoenix Metal Ltd) that is located in one of the Covered Countries (Rwanda). This smelter is currently listed as “active” in the conflict-free smelter program however it has not yet completed
the audit process. Given the incomplete information provided by our supplier, we are unable at this time to determine whether certain of the conflict minerals reported by the suppliers were contained in components or parts supplied to us, or to validate that any of these smelters or refiners are actually in our supply chain.
Steps to Improve Due Diligence:
During the 2016 compliance period we intend to take certain actions to improve our due diligence procedures to further mitigate the risk that Conflict Minerals in our products benefit armed groups in the Covered Countries. We will continue to incorporate requirements related to Conflict Minerals in supplier contracts, increase direct engagement with suppliers who we have reason to believe may supply us with components that include Conflict Minerals, encourage our suppliers to use smelters and refiners that are listed as conflict-free and work with suppliers to obtain smelter lists specifically related to the products we purchase (rather than Company level responses). Over time we anticipate that the amount of information globally on the traceability and sourcing of these minerals and ores will increase and result in an improved understanding of our supply chain.
Independent Audit:
For the year ended December 31, 2015, pursuant to SEC rules and related guidance, an independent private sector audit of this report is not required.
Schedule A to
Conflict Minerals Report of
Actuant Corporation
For the Year Ended December 31, 2015
The following smelters and refiners were most frequently reported by our suppliers as being in their supply chains. Facilities that have been certified as conflict-free by the Conflict Free Souring Initiative list of smelters and refiners are designated below in the fourth column.
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METAL | SMELTER/REFINER NAME | FACILITY LOCATION | CONFLICT FREE? |
Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | Germany | Yes |
Gold | Argor-Heraeus S.A. | Switzerland | Yes |
Gold | Asahi Refining USA Inc. | United States | Yes |
Gold | Asaka Riken Co., Ltd. | Japan | Yes |
Gold | Elemetal Refining, LLC | United States | Yes |
Gold | Heraeus Precious Metals GmbH & Co. KG | Germany | Yes |
Gold | JX Nippon Mining & Metals Co., Ltd. | Japan | Yes |
Gold | Matsuda Sangyo Co., Ltd. | Japan | Yes |
Gold | Metalor Technologies S.A. | Switzerland | Yes |
Gold | Metalor USA Refining Corporation | United States | Yes |
Gold | Mitsui Mining and Smelting Co., Ltd. | Japan | Yes |
Gold | Royal Canadian Mint | Canada | Yes |
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China | Yes |
Gold | Sumitomo Metal Mining Co., Ltd. | Japan | Yes |
Gold | Tanaka Kikinzoku Kogyo K.K. | Japan | Yes |
Gold | The Refinery of Shandong Gold Mining Co., Ltd. | China | Yes |
Gold | Umicore S.A. Business Unit Precious Metals Refining | Belgium | Yes |
Gold | United Precious Metal Refining, Inc. | United States | Yes |
Gold | Western Australian Mint trading as The Perth Mint | Australia | Yes |
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | China | Yes |
Tantalum | Changsha South Tantalum Niobium Co., Ltd. | China | Yes |
Tantalum | Conghua Tantalum and Niobium Smeltry | China | Yes |
Tantalum | Duoluoshan | China | Yes |
Tantalum | Exotech Inc. | United States | Yes |
Tantalum | F&X Electro-Materials Ltd. | China | Yes |
Tantalum | Global Advanced Metals Boyertown | United States | Yes |
Tantalum | H.C. Starck GmbH Goslar | Germany | Yes |
Tantalum | Hi-Temp Specialty Metals, Inc. | United States | Yes |
Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | China | Yes |
Tantalum | Jiujiang Tanbre Co., Ltd. | China | Yes |
Tantalum | KEMET Blue Powder | United States | Yes |
Tantalum | Mitsui Mining & Smelting | Japan | Yes |
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | China | Yes |
Tantalum | Plansee SE Liezen | Austria | Yes |
Tantalum | RFH Tantalum Smeltry Co., Ltd. | China | Yes |
Tantalum | Solikamsk Magnesium Works OAO | Russian Federation | Yes |
Tantalum | Taki Chemicals | Japan | Yes |
Tantalum | Telex Metals | United States | Yes |
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METAL | SMELTER/REFINER NAME | FACILITY LOCATION | CONFLICT FREE? |
Tantalum | Ulba Metallurgical Plant JSC | Kazakhstan | Yes |
Tantalum | Zhuzhou Cemented Carbide | China | Yes |
Tin | Alpha | United States | Yes |
Tin | China Tin Group Co., Ltd. | China | Yes |
Tin | Cooperativa Metalurgica de Rondônia Ltda. | Brazil | Yes |
Tin | CV United Smelting | Indonesia | Yes |
Tin | EM Vinto | Bolivia | Yes |
Tin | Gejiu Zili Mining And Metallurgy Co., Ltd. | China | Unknown |
Tin | Malaysia Smelting Corporation (MSC) | Malaysia | Yes |
Tin | Metallo-Chimique N.V. | Belgium | Yes |
Tin | Mineração Taboca S.A. | Brazil | Yes |
Tin | Minsur | Peru | Yes |
Tin | Mitsubishi Materials Corporation | Japan | Yes |
Tin | Operaciones Metalurgical S.A. | Bolivia | Yes |
Tin | PT Bukit Timah | Indonesia | Yes |
Tin | PT Refined Bangka Tin | Indonesia | Yes |
Tin | PT Stanindo Inti Perkasa | Indonesia | Yes |
Tin | PT Timah (Persero) Tbk Kundur | Indonesia | Yes |
Tin | PT Timah (Persero) Tbk Mentok | Indonesia | Yes |
Tin | Thaisarco | Thailand | Yes |
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China | Unknown |
Tin | Yunnan Tin Group (Holding) Company Limited | China | Yes |
Tungsten | A.L.M.T. TUNGSTEN Corp. | Japan | Yes |
Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | China | Yes |
Tungsten | Dayu Weiliang Tungsten Co., Ltd. | China | Unknown |
Tungsten | Fujian Jinxin Tungsten Co., Ltd. | China | Yes |
Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | China | Yes |
Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | China | Yes |
Tungsten | Ganzhou Non-ferrous Metals Smelting Co., Ltd. | China | Unknown |
Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | China | Yes |
Tungsten | Global Tungsten & Powders Corp. | United States | Yes |
Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | China | Yes |
Tungsten | H.C. Starck GmbH | Germany | Yes |
Tungsten | Hunan Chenzhou Mining Co., Ltd. | China | Yes |
Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | China | Yes |
Tungsten | Hydrometallurg, JSC | Russian Federation | Yes |
Tungsten | Japan New Metals Co., Ltd. | Japan | Yes |
Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China | Yes |
Tungsten | Kennametal Fallon | United States | Unknown |
Tungsten | Kennametal Huntsville | United States | Yes |
Tungsten | Wolfram Bergbau und Hütten AG | Austria | Yes |
Tungsten | Xiamen Tungsten Co., Ltd. | China | Yes |