Specialized Corporate Disclosure
Background: Title XV of the Dodd-Frank Wall Street Reform and Consumer Protection Act contains several specialized disclosure provisions. For example:
- Section 1502 requires persons to disclose annually whether any conflict minerals that are necessary to the functionality or production of a product of the person, as defined in the provision, originated in the Democratic Republic of the Congo or an adjoining country and, if so, to provide a report describing, among other matters, the measures taken to exercise due diligence on the source and chain of custody of those minerals, which must include an independent private sector audit of the report that is certified by the person filing the report. Certain aspects of this rulemaking will require consultation with other federal agencies, including the State Department, the Government Accountability Office, and the Commerce Department. Persons are not required to comply with these rules until their first full fiscal year after the date on which the Commission issues its final rules.
- Section 1503 requires any reporting issuer that is a mine operator, or has a subsidiary that is an operator, to disclose in each periodic report filed with the Commission information related to health and safety violations, including the number of certain violations, orders, and citations received from the Mine Safety and Health Administration (MSHA) among other matters. Issuers must also disclose in their Form 8-K reports the receipt from MSHA of any imminent danger orders or notices indicating that a mine has a pattern or potential pattern of violating mandatory health or safety standards.
- Section 1504 requires reporting issuers engaged in the commercial development of oil, natural gas, or minerals to disclose in an annual report certain payments made to the United States or a foreign government. This information must be provided in an interactive data format, and the Commission must make a compilation of the information available online. Issuers are not required to provide their disclosures until their first annual report ending at least one year after the date on which the Commission issues its final rules.
Implementation: On December 15, 2010, the Commission proposed rules to implement Sections 1502, 1503 and 1504 of the Dodd-Frank Act. The proposing releases can be found at http://www.sec.gov/rules/proposed/2010/34-63547fr.pdf (Conflict Minerals), http://www.sec.gov/rules/proposed/2010/33-9164fr.pdf (Mine Safety Disclosure),and http://www.sec.gov/rules/proposed/2010/34-63549fr.pdf (Disclosure of Payments by Resource Extraction Issuers).
On December 21, 2011, the Commission adopted rules regarding disclosure of mine safety information: The rules require mining companies to include information about mine safety and health in the quarterly and annual reports they file with the SEC.
On August 22, 2012, the Commission adopted rules regarding "conflict minerals" disclosure and disclosure by resource extraction issuers. The "conflict minerals" rule requires companies to disclose use of minerals that originated in the Democratic Republic of the Congo or an adjoining country. The rules for resource extraction companies require disclosure of payments to U.S. and non-U.S. governments related to commercial development of oil, gas, or mineral resources.
On May 30, 2013, the Division of Corporation Finance published Frequently Asked Questions for Conflict Minerals and Disclosure of Payments by Resource Extraction Issuers.