EX-1.01 2 d716456dex101.htm EX-1.01 EX-1.01

Exhibit 1.01


Conflict Minerals Report

For the reporting period from January 1, 2018 to December 31, 2018

This Conflict Minerals Report (the “Report”) of R.R. Donnelley & Sons Company (the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2018 to December 31, 2018.

The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which we collectively refer to in this Report as “Conflict Minerals,” are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten. For the purpose of this report, tin, tungsten, tantalum and gold will be collectively referred to as the 3TGs. The “Covered Countries” for the purposes of the Rule and this Report are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, certain of the Company’s operations manufacture, or contract to manufacture, products for which 3TGs are necessary to the functionality or production of those products.

Description of the Company’s Products Covered by this Report

This Report relates to products: (i) for which 3TGs may be necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured by the Company; and (iii) for which the manufacture was completed during calendar year 2018.

These products, which are referred to in this Report collectively as the Covered Products, are the following: RFID labels, display packaging, and computer peripherals.

The Company’s RCOI and Due Diligence Process

The Company has conducted a good faith reasonable country of origin inquiry (“RCOI”) regarding Conflict Minerals. This good faith RCOI was reasonably designed to determine whether any of the 3TGs originated in the Covered Countries and whether any of the 3TGs may be from recycled or scrap sources. The Company also exercised due diligence on the source and chain of custody of 3TGs that may have originated in Covered Countries. The Company’s 2018 RCOI and due diligence process commenced in October 2018 and involved collaboration among the Company’s environmental health and safety, legal, procurement, operations, finance, information technology and R&D staff. The Company’s due diligence measures have been designed to conform to the framework in the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Second Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).

The Company’s supply chain with respect to its products is complex, and there are many third parties in the supply chain between the ultimate manufacture of Company products and the original sources of these minerals. In this regard, the Company does not purchase minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of the 3TGs that are included in its products.

The Company’s RCOI and due diligence efforts employed a combination of measures to determine whether the 3TGs necessary to the functionality or production of Company products originated from the Covered Countries (“In Scope Materials”). The Company’s primary means of determining country of origin of such minerals was by conducting a supply chain survey, with direct suppliers using the EICC-GeSI Conflict Minerals Reporting Template (“CMRT”) version 5.10 or higher. This supply chain survey and RCOI program was developed and implemented with assistance from a third-party service provider, Assent Compliance (“Assent”).

To determine the list of suppliers that would be surveyed, we assessed all active suppliers of Covered products to determine if they supplied the company with parts or products that may contain one or more of the 3TGs. We periodically reviewed this list to ensure any irrelevant or “out of scope” suppliers were removed from the survey process. Suppliers that were removed included print-related production materials, service providers, indirect material suppliers, and suppliers that did not provide the Company with products in 2018.

Non-responsive suppliers were contacted a minimum of three times by Assent. After three months of non-responsiveness, suppliers were then contacted via email and phone by Company procurement team members to encourage their response to the survey. As part of the survey communications, Assent also offered suppliers training relating to the proper completion of the CMRT and education relating to the Conflict Minerals reporting regulations. Through the Company’s outreach process all suppliers in scope of the project responded with a CMRT.

Additional Due Diligence Efforts

In order to ensure the accuracy of survey responses, Assent also conducted an additional due diligence process for the CMRT answers provided by suppliers. This process included inquiries regarding the RCOI programs in place at suppliers, supplier conflict minerals policies and management systems. Assent’s process also included automated data validation on all submitted CMRTs, which is designed to increase the accuracy of submissions and identify any contradictory answers in the CMRT.

A summary of additional due diligence measures undertaken by the Company is below:



Adopted a Conflict Minerals policy. The Company’s Conflict Minerals policy is publicly available at https://www.rrdonnelley.com/supplier-info/rpm-safety-specification.aspx_



Structured a team led by a senior staff member to support and oversee supply chain due diligence and provide reports directly to the Audit Committee of the Board of Directors and Company executives, including the (i) Senior Vice President, Controller and Chief Accounting Officer and (ii) Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer.



Established a transparency program over the mineral supply chain by engaging a third party to identify smelters or refineries (“SORs”) in the supply chain



Implemented measures to strengthen the Company’s engagement with its suppliers



Maintained a Company-level grievance mechanism



Maintained a policy to retain all relevant documentation for a period of 5 years


Identified and assessed risk in the supply chain and reported findings to senior management



Maintained a policy to retain all relevant documentation for a period of 5 years



Reported on supply chain due diligence. The Form Specialized Disclosure (“Form SD”) and CMR are contained herein and are publicly available at http://investor.rrd.com/sec.cfm

Following completion of their CMRT, suppliers were contacted to address items such as the following:



Incomplete data including missing SORs



Responses which indicated sourcing location without complete supporting information



Organizations that were identified as SORs, but not verified as such through further analysis and research

The SORs and countries of origin listed by suppliers in their CMRTs were matched against a database of verified SORs and associated mines. Verified SORs were matched against available lists of processors that have been certified by internationally-recognized industry validation schemes, such as the Conflict-Free Sourcing Initiative’s Conflict-Free Smelter Program. In cases where suppliers and products were associated with certified SORs they were categorized by the Company as “DRC Conflict Free.”

If the SOR was not certified by an internationally-recognized organization, research was conducted to gain more information about the SOR’s sourcing practices, including countries of origin and transfer, and whether there were any internal due diligence procedures in place or other processes the SOR had taken to track the chain-of-custody on the source of its mineral ores. In some cases the additional information allowed the Company to categorize the SORs as “DRC Conflict Free.”


For the 2018 Reporting Year, the Company received CMRTs from 100% of the suppliers surveyed. Our due diligence efforts identified approximately 313 SORs located in 49 different countries supplying In Scope Materials. Many suppliers responded that they did not know if the 3TGs they supplied the Company originated in any of the Covered Countries. Twelve of the responded suppliers reported that the Conflict Minerals they supplied to the Company either originated from outside the Covered Countries or may have originated in the Covered Countries. The Company’s additional due diligence efforts determined that of these 12 suppliers, 6 suppliers sourced their materials only from smelters which are certified as conflict-free and, therefore, do not finance or benefit armed groups in the Covered Countries. In addition, 3 suppliers claimed that they source their 3TGs from outside of the Covered Countries and therefore, are not categorized as a risk. The Company’s additional due diligence efforts determined that 253 declared smelters and refiners are certified as conflict-free and, therefore, do not finance or benefit armed groups in the Covered Countries.

Due to the fact that the Company is several levels removed from the source of these minerals, despite its additional due diligence efforts, it was unable to identify or further investigate the source of any 3TGs supplied by certain suppliers who were uncertain about where the 3TGs used in products they supplied to the Company originated. Therefore, the Company does not have sufficient information to determine the facilities used to process, the country of origin, or mine or location of origin of every mineral in the Covered Products.


After exercising the due diligence described above, the Company was unable to determine whether or not each of the Covered Products qualify as “DRC conflict free,” as defined under the Rule.

During 2019, the Company will attempt to monitor and prevent its products from containing Conflict Minerals that finance or benefit armed groups in the Covered Countries. Suppliers of In Scope Materials who do not declare in their CMRT that their commodities, materials or goods are free of Conflict Minerals originating in the Covered Countries will be asked to provide a certification in a form approved by the Company that such materials (i) do not originate in the Covered Countries, (ii) are processed in conflict-free smelters or refineries; or (iii) come from recycled sources. The Company also intends to take the following steps, among others, to improve the due diligence conducted and to further mitigate any risk that the 3TGs in its products could fund armed conflict in the Covered Countries:



Continue to review supply chain additions for suppliers of high risk materials suppliers and include them in the survey process



Engage with suppliers and direct them to training resources to attempt to improve the content of the supplier survey responses