PVH CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-07572
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13-1166910
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS Employer Identification No.)
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200 Madison Avenue
New York, New York
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10016
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(Address of principal executive offices)
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(Zip Code)
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Mark D. Fischer
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212-381-3500
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(Name and telephone number, including area code, of the
person to contact in connection with this report.)
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PVH CORP.
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(Registrant)
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By: /s/ Mark D. Fischer
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Date: May 31, 2016
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Name: Mark D. Fischer
Title: Executive Vice President
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Exhibit
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Description
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1.01
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Conflict Minerals Report for the calendar year that ended December 31, 2015
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1.
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Obtain those minerals from socially and environmentally responsible sources that do not directly or indirectly contribute to conflict or human rights abuses, including sourcing 3TG only from sources that do not directly or indirectly finance or benefit armed groups in a Covered Country;
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2.
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Implement and communicate to their personnel practices and policies that are consistent with the Policy;
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3.
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Familiarize themselves with the Rule and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (the "Guidance");
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4.
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Put in place procedures for the traceability of 3TG, working with their suppliers, as appropriate;
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5.
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Where possible, source 3TG from smelters and refiners validated as being conflict free by independent third parties;
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6.
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Maintain reviewable business records on the source of 3TG;
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7.
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Provide us with written certifications and other information concerning the origin of 3TG included in products, components and parts supplied to us and the supplier's compliance with the Policy generally, upon request;
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8.
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Adopt a risk management strategy with respect to identified risks in the supply chain that is consistent with the Policy;
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9.
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Otherwise establish policies, due diligence procedures and management systems that are consistent with the Guidance; and
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10.
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Expect their direct and indirect suppliers to adopt policies and procedures that are consistent with those contained in the Policy.
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1.
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Step One; Establish strong company management systems:
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a.
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We have adopted the Policy. We communicate the Policy internally and externally by posting it on our corporate website, by distributing it to our suppliers and licensees, and by requiring compliance with our Policy and the Rule in our supplier and licensee agreements.
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b.
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We have a Conflict Minerals working group of senior associates under the supervision of General Counsel who work on our Conflict Minerals compliance strategy. This working group includes representatives from compliance, corporate responsibility, legal, sales, sourcing and at least one associate from each business unit with potentially In-Scope Products. Selected associates are educated on the Rule, the Guidance, our compliance plan and the procedures for reviewing and validating supplier responses to our inquiries. We also use outside counsel with expertise on compliance and reporting under the Rule to assist us with our compliance efforts.
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c.
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We use the CMRT developed by the CFSI to gather supply chain information, including, in some cases, the names of smelters and refiners. We maintain business records relating to our 3TG due diligence, including responses to the CMRT, findings and resulting decisions, for at least five years.
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d.
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Our standard supplier agreement and licensee agreement contain provisions that explain the Company's expectations and our suppliers' obligations under the Rule. The Policy is also attached to these agreements.
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e.
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We provide employees, suppliers and other interested parties with email addresses or a confidential reporting website and hotline that they may use to report known or suspected violations of the Policy, in some cases anonymously. The contact information for our grievance mechanism is conflictminerals@pvh.com (for suppliers) or www.tellpvh.ethicspoint.com (for associates).
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2.
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Step Two; Identify and assess risk in the supply chain:
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a.
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We request by email that Covered Suppliers provide us with information, through the completion of the CMRT, concerning the usage and source of 3TG in the products that they manufacture for us. We follow up by email or telephone with all suppliers that do not respond within the specified time frame.
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b.
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We review the Covered Suppliers' completed CMRTs and follow up on any response that contains "red flags," which we define as an incomplete CMRT, a CMRT that contains errors or inaccuracies, a CMRT that indicates that the supplier may have manufactured an In-Scope Product for us, but fails to provide smelter or refiner information, or a CMRT that indicates that the supplier sourced Necessary 3TG from a Covered Country. In each case, we would request a revised or more detailed response and continue to follow up as appropriate.
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c.
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We review the smelter and refiner information provided by suppliers against the CFSI's Smelter Reference List. Smelter and refiner information also is reviewed against the lists of "compliant" and "active" smelters and refiners published by the CFSI.
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d.
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To the extent that a smelter or refiner identified by a supplier is not listed as compliant by the CFSI, we consult publicly available information or attempt to contact the smelter or refiner to determine whether it obtained 3TG from sources that directly or indirectly financed or benefitted armed groups in a Covered Country.
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3.
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Step Three; Design and implement a strategy to respond to identified risks:
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a.
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Our Conflict Minerals team leader reports the findings of its supply chain risk assessment to our General Counsel.
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b.
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We address identified risks on a case-by-case basis. This flexible approach enables us to tailor the response to the risks identified.
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4.
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Step Four; Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain:
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5.
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Step 5; Report on supply chain due diligence:
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1.
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We sent emails to each of our approximately 500 Covered Suppliers explaining our obligations under the Rule, the Policy and requesting information on the usage and source of any 3TG used in our products through the completion of the CMRT. We followed up by email or telephone with all Covered Suppliers that did not respond to the request within the specified time frame, ultimately obtaining responses from approximately 90% of our 2015 Covered Suppliers.
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2.
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We reviewed the Covered Suppliers' completed responses. Covered Suppliers that submitted an inaccurate or incomplete response were asked to provide a revised CMRT. We followed up with other Covered Suppliers we deemed appropriate.
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3.
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Our Conflict Minerals team leader reported the findings of our supply chain risk assessment to our General Counsel.
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1.
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Encourage Covered Suppliers that provided company level information for 2015 to provide product level information for 2015.
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2.
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Engage early in our RCOI process with the small number of Covered Suppliers that failed to provide responses for 2015 to help encourage them to provide all requested information for 2015. As part of this process, we plan to reach out to our larger Covered Suppliers that are known to manufacture In Scope Products and have one-on-one conversations to ensure accurate and complete reporting.
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3.
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Require the completion of a CMRT as part of the exiting process of all Covered Suppliers, to ensure that we receive 3TG origin information from inactive, as well as active, suppliers.
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4.
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Communicate to all new suppliers our sourcing expectations, including providing the Policy in any new supplier agreement to help ensure that they understand the requirements of the Rule and the Guidance.
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