FACEBOOK, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 001-35551 | 20-1665019 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
1601 Willow Road, Menlo Park, California | 94025 |
(Address of Principal Executive Offices) | (Zip Code) |
Colin S. Stretch Vice President and General Counsel (650) 543-4800 |
(Name and telephone number, including area code, of the person to contact in connection with this report.) |
x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period January 1 to December 31, 2017 |
Exhibit Number | Description of Document | |
1.01 |
FACEBOOK, INC. | ||||
Date: May 25, 2018 | By: | /s/ COLIN S. STRETCH | ||
Name: | Colin S. Stretch | |||
Title: | Vice President and General Counsel |
I. | Product Overview |
II. | Conflict Minerals Analysis and Reasonable Country of Origin Inquiry |
• | the Oculus products contain conflict minerals that are necessary to their production or functionality (“necessary conflict minerals”); and |
• | for 2017, we know or have reason to believe that the Oculus suppliers sourced conflict minerals from one or more of the Covered Countries. |
III. | Design of Due Diligence Measures |
• | We maintain a Conflict Minerals Policy (the “Conflict Minerals Policy”) that sets forth (i) our support for sourcing conflict-free materials from the Covered Countries in accordance with the OECD Guidance and the OECD Guidance’s model supply chain policy, and (ii) our expectations of the Oculus suppliers in support of our compliance activities. The Conflict Minerals Policy is approved by the Audit Committee of Facebook’s Board of Directors (the “Audit Committee”) and is publicly available at www.oculus.com/legal/conflict-minerals. |
• | The implementation of our RCOI, the conducting of due diligence on the source and chain of custody of necessary conflict minerals in the Oculus products, and the drafting of the SEC filings required by the Final Rules are managed by a cross-functional conflict minerals working group that includes representatives from Facebook’s sustainability, finance and legal departments, and Oculus’s supply chain and legal departments (the “Conflict Minerals Working Group”). The Conflict Minerals Working Group presents the SEC filings required by the Final Rules, including this CMR, to the Audit Committee for review prior to filing. |
• | We maintain records of material conflict minerals-related documentation electronically for a period of five (5) years from the date of creation. |
• | Oculus suppliers are provided with a copy of the Conflict Minerals Policy, and agree to a conflict minerals compliance provision (the “Conflict Minerals Contractual Provision”) that (i) requires compliance with applicable conflict minerals legislation and the Code of Conduct of the Responsible Business Alliance (the “RBA Code of Conduct”) (formerly the Electronics Industry Citizenship Coalition or “EICC”), (ii) requires submission of information through the Conflict Minerals Reporting Template (the “CMRT”), which is published by the Responsible Minerals Initiative (“RMI”) (formerly the Conflict-Free Sourcing Initiative or "CFSI”), and (iii) requires cooperation with Facebook to enable us to meet our obligations under the Final Rules. |
• | Interested parties can report concerns regarding the circumstances of mineral extraction, trade, handling and export in a conflict-affected and high-risk area, or conduct, actions, policies or practices that violate either the Conflict Minerals Policy or the RBA Code of Conduct in a manner consistent with our Whistleblower and Complaint Policy. Any such reported concerns are to be reviewed by the responsible individuals within the Conflict Minerals Working Group, as appropriate, and escalated, if necessary, consistent with the Whistleblower and Complaint Policy. |
• | We require that Oculus suppliers provide certain conflict minerals sourcing information by completing the relevant portions of the CMRT. The CMRT is designed to provide us with sufficient information regarding the Oculus suppliers’ practices with respect to the sourcing of conflict minerals to enable us to comply with our requirements under the Final Rules. |
• | Responsible individuals within the Conflict Minerals Working Group manage the collection of information reported on the CMRT by the Oculus suppliers, coordinate follow-up communications with them as needed, and evaluate information collected as well as additional information that may be available from other sources for potential red flags and other risks. |
• | If an Oculus supplier reports that it sources conflict minerals from a smelter or refiner that is not yet active or conformant we will request that the Oculus supplier encourage any reported smelters and refiners that are not yet active or conformant to agree to participate in the Responsible Minerals Assurance Process (“RMAP”). |
• | If, on the basis of red flags that are identified as a result of either (i) the supplier data acquisition or engagement processes or (ii) the receipt of information from other sources, we determine that there is a reasonable risk that an Oculus supplier is sourcing conflict minerals that are directly or indirectly financing or benefiting armed groups, we will design and implement a strategy to engage with that supplier. |
• | Components of the engagement strategy could range from actively reviewing and discussing the Conflict Minerals Policy with the Oculus supplier and providing awareness training on responsible supply chain sourcing, to enforcing provisions in the Conflict Minerals Contractual Provision, to requiring the Oculus supplier to |
• | Potential red flags or other identified risks, and actions taken in response to an identified risk, are to be reported to the Conflict Minerals Working Group and, if deemed appropriate, subsequently reported to the Audit Committee. |
• | We support the programs and initiatives of RMI (member ID FCEB) and other third-party organizations to conduct audits of smelters and refiners. Given that we do not have a direct relationship with the smelters and refiners that process the necessary conflict minerals that are present in the Oculus products, we rely on RMI and other third-party organizations to conduct audits of smelters and refiners. |
• | We report on supply chain due diligence through our annual Form SD and CMR filings pursuant to the Final Rules. Our filings are available on our website at https://investor.fb.com under “Additional Links.” |
IV. | Due Diligence Measures Performed by Facebook |
• | Collected information through the CMRT from the Oculus suppliers on the smelters and refiners of conflict minerals that were reported to be in the Oculus supply chain during 2017; |
• | Compared the reported smelters and refiners to the list of smelters and refiners found by RMI to be conformant (or actively pursuing conformity) with the RMAP standards or a cross-recognized certification program; |
• | Reviewed available information from certain additional resources on the sourcing and due diligence practices of the reported smelters and refiners; |
• | Reported the Conflict Minerals Working Group’s findings and conclusions on due diligence to the Audit Committee; |
• | Supported the RMI’s programs and initiatives, such as the RMAP, and attended RMI working group meetings and the RMI annual conference. |
V. | Efforts to Determine the Mine or Location of Origin with Greatest Possible Specificity |
• | Collecting information through the CMRT from the Oculus suppliers on the smelters and refiners of conflict minerals that such suppliers reported to be in the Oculus supply chain during 2017; |
• | Reviewing information on reported smelters and refiners as available through our membership in RMI and from other third-party organizations. |
VI. | Smelters and Refiners Identified |