FORM SD SPECIALIZED DISCLOSURE REPORT |
SIGNET JEWELERS LIMITED (Exact name of Registrant as specified in its charter) |
Bermuda | 1-32349 | Not Applicable |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
a) | Signet has manufactured or contracted with other entities for the manufacture of Products to which certain “Conflict Minerals” (now defined as gold, columbite-tantalite (coltan), cassiterite, wolframite or their derivatives, which means in addition to gold, tantalum, tin and tungsten) are necessary to the functionality or production of such Products (“necessary Conflict Minerals”). |
b) | Signet conducted a good-faith reasonable country of origin inquiry ("RCOI") that was reasonably designed to determine whether any of the Company’s necessary Conflict Minerals originated in the Covered Countries and/or came from recycled or scrap sources. Based on this RCOI, which included the use of SRSP surveys as described more fully in the accompanying Conflict Minerals Report, Signet knows or has reason to believe that a portion of its necessary Conflict Minerals originated or may have originated in the DRC or an adjoining country. With respect to all other necessary Conflict Minerals contained in the Products, based on its RCOI, Signet has determined that it has no reason to believe that any such materials may have originated in the DRC or an adjoining country, or did not come from recycled or scrap sources. |
c) | Signet exercised due diligence on the source and chain of custody of its necessary Conflict Minerals, as described more fully in the attached Conflict Minerals Report. Based on this due diligence, and as further described in this Conflict Minerals Report, Signet has reasonably determined that all of its Products containing necessary Conflict Minerals are "DRC conflict free" within the meaning of Exchange Act Section 13(p), and Rule 13p-1 and Item 1.01(d)(4) of Form SD thereunder. Further details are contained in the Company’s Conflict Minerals Report (Exhibit 1.01). |
Signet Jewelers Limited | ||||||
Date: | May 20, 2020 | By: | ||||
Name: | Lynn Dennison | |||||
Title: | Chief Legal & Strategy Officer and Corporate Secretary |
• | Signet determined that its suppliers of Products containing necessary Conflict Minerals complied with the SRSP, and through this RCOI and performance of due diligence as discussed further below, Signet reasonably determined that no Products manufactured by or for Signet in calendar-year 2019 contain necessary Conflict Minerals that directly or indirectly finance or benefit armed groups in the Covered Countries. Accordingly, those Products that contain necessary Conflict Minerals are considered DRC conflict free as defined in Section 13(p) of the Exchange Act, Rule 13p-1 and Item 1.01(d)(4) of Form SD, even though some of those DRC conflict free sources of 3TG originated or may have originated in the Covered Countries. More specifically: |
◦ | Signet determined that, while a single source of tin from one direct supplier originated in the DRC and/or an adjoining country, this mineral was processed by a smelter which was found, based on an independent third party supply chain audit, to be "conformant" under RMI’s RMAP standards and is thereby listed by the RMI as a "RMAP-conformant smelter or refiner" (See list of RMAP Conformant Smelters and Refiners at http://www.responsiblemineralsinitiative.org/smelters-refiners-lists/, which means the smelter has undertaken an independent third party audit of its procurement activities and thereby demonstrated that all minerals processed originated from conflict-free sources. Based on the foregoing and all of our other due diligence measures, as discussed in more detail below, Signet believes that the tin provided by this supplier is "DRC conflict free" within the meaning of Exchange Act Section 13(p), and implementing Rule 13p-1 and Item 1.01(d)(4) thereunder. |
◦ | Because Signet’s SRSP for gold is aligned with the LBMA’s Responsible Gold Guidance, Signet had reason to believe that some gold supplies provided through the LBMA "good delivery" system may have originated in one or more of the Covered Countries. However, Signet determined that all such supplies, including the gold sourced from artisanal mines in the DRC through the RAGSF project (as described above) were refined by refineries which are certified as "conflict-free" as defined by the LBMA’s Responsible Gold Guidance and accredited by the LBMA as a "Good Delivery" refiner after an independent third-party audit obtained by LBMA. This means that the refiner has undertaken an annual audit of its due diligence in accordance with OECD Due Diligence Guidance, and exercised controls and transparency over its gold supply chains, including traceability and identification of other supply chain actors. Based on the foregoing, as well as our other due diligence measures as discussed below, we have concluded that these gold supplies are "DRC conflict free" within the meaning of Exchange Act 13(p), and SEC Rule 13p-1 and Form SD, Item 1.01(d)(4) thereunder. |
1. | Signet established strong Company management systems for Conflict Minerals supply chain due diligence and reporting compliance in its supply chain by: |
a. | establishing a dedicated project team, including representatives from various internal departments such as Legal, Corporate Affairs, Merchandising, Supply Chain and Internal Audit, as well as external experts with relevant experience in the supply chains of Conflict Minerals to develop and publicly communicate a company Conflict Minerals Policy, design and implement the SRSP, engage with and support industry-driven programs relating to supply chain guidance and standards developed by the private sector to conform to the OECD Due Diligence Guidance, and develop and implement internal policies and procedures to support the implementation of the SRSP; |
b. | ensuring that the development and implementation of the SRSP was harmonized with the OECD Due Diligence Guidance and also with other established international guidance and standards developed within or compatible with the OECD due diligence framework, all of which stipulate the criteria for (and mechanisms for achieving) a "conflict free" designation for gold, tin, tantalum and tungsten, such as the LBMA’s Responsible Gold Guidance and Good Delivery List, and the RMI’s List of RMAP Conformant Smelters & Refiners (formerly the Conflict-Free Smelter List published by the CFSI); |
c. | conducting a detailed international consultation process to review the SRSP with suppliers, industry organizations, trade associations, standards and certification bodies, auditors, civil society and governments; |
d. | implementing a policy whereby the largest 200 suppliers and all new suppliers to Signet are required to be members of the Responsible Jewellery Council ("RJC") and be certified by RJC’s accredited third-party auditors at the earliest opportunity as compliant with the RJC’s Code of Practices, including compliance with the SRSP as a "Provenance Claim". This certification by RJC is harmonized with Signet’s audit policy, so such RJC-certified suppliers are exempt from Signet’s SRSP audit, factory and social audits. This policy has significantly increased RJC membership in Signet’s supply chain, whereby 96% of Signet’s purchases in 2019 were from RJC members. This therefore constitutes a major contribution to Signet’s supply chain risk assessment, due diligence process and independent third-party verification and audit. Moreover, these harmonization efforts have benefited the jewelry industry as a whole by facilitating compliance with the OECD Due Diligence Guidance; |
e. | incorporating an express contractual obligation to comply with the SRSP into supplier contracts, both to define and facilitate enforcement of Signet’s expectations |
f. | creating and maintaining records relating to Signet’s conflict minerals program in accordance with Signet’s record retention policies and procedures; |
g. | creating and making available resources for suppliers to contact Signet with questions, concerns, grievances or the identification and warning of risks in Signet’s supply chain. These resources include a dedicated website, email and web-based helplines, webinars and direct consultations with the Signet project team. |
2. | Signet identified and assessed Conflict Minerals risks in its supply chain by: |
a. | conducting a review of company records to identify direct suppliers of Products containing necessary Conflict Minerals (as previously noted, in the form of gold and the derivatives tin, tantalum and tungsten (collectively "3TG")). Signet’s Products are supplied by more than 700 direct suppliers based on individual supplier vendor numbers. However, through a comprehensive review of company and supplier records (bill of materials, invoices, product line sheets, etc.), Signet was able to determine that over 200 of its direct suppliers do not supply Signet with Products containing any 3TG whatsoever. Further, more than 95% of the necessary 3TG in Signet’s Products is supplied by fewer than 100 direct suppliers (see 2.B.1 below for more information); |
b. | developing a SRSP compliance report and sending notice throughout 2019 to all suppliers of Products that they should complete that report. The SRSP compliance report is a reporting tool for suppliers to describe the sourcing methods they use to comply with the requirements of the SRSP. The SRSP requires Signet’s direct suppliers to validate and certify that all sources of 3TG used in Signet products, including all subcontractors, are supplied in conformance with the SRSP. Suppliers are likewise notified that their validation of their own supply chains and the veracity of their SRSP compliance report may be subject to a third-party independent Signet SRSP audit; |
c. | reviewing the SRSP compliance reports submitted by suppliers to determine if further information is required or if any risks can be identified for further examination and inquiry; |
d. | following-up with suppliers of Products regarding the accuracy and completeness of their reporting, particularly those suppliers that supply significant amounts of Products containing necessary 3TG to Signet, to ensure that there is a reasonable basis for their claimed compliance with the SRSP. Through the SRSP compliance reporting process described in 2.B.2 below, Signet was able to determine that more than 99% of the 3TG minerals in its Products were from suppliers claiming to have supply chains that are in compliance with the SRSP; |
e. | notifying all suppliers of Products containing 3TG that their SRSP compliance claims are subject to independent third-party Signet SRSP audit, and notifying a representative sample of suppliers that they are required to have their 2019 compliance reports independently audited by accredited third party auditors (see 2.B.4 below for more information); and |
f. | as an active participant in industry initiatives such as the OECD Due Diligence Guidance, LBMA Responsible Gold Standard, RJC, and the RMI, Signet, through the implementation of the SRSP,leveraged the due diligence conducted on smelters and refiners, especially through (i) the LBMA’s Responsible Gold Guidance and (ii) the RMI’s RMAP; |
i. | LBMA’s Responsible Gold Guidance for "Good Delivery" Refiners follows the five-step framework for risk-based due diligence set forth in the OECD Due Diligence Guidance,including in particular the requirements detailed in the OECD Gold Supplement adopted on17 July 2012. All refiners producing LBMA good delivery gold must comply with this LBMA Responsible Gold Guidance in order to remain on the LBMA Good Delivery List. Any refiner applying to be a LBMA Good Delivery accredited Gold Refiner after 1 January 2012 must implement the LBMA Responsible Gold Guidance and pass an audit prior to becoming a member of the Good Delivery List (see http://www.lbma.org.uk/responsible-sourcing). |
ii. | The RMI’s RMAP uses independent private sector auditors to audit the source, including mines of origin, and chain of custody of the Conflict Minerals used by smelters and refiners that agree to participate in the RMAP. The smelters and refiners that are found to be "RMAP conformant" are those for which the independent auditor has verified that the smelter or refiner conforms to the RMAP’s assessment protocols. |
3. | Signet designed and implemented strategies to respond to Conflict Minerals risks identified by verifying that smelters and refineries in Signet’s supply chain that source 3TG from the Covered Countries qualify as "conflict free" as defined under established international guidance and standards, such as the LBMA’s Responsible Gold Guidance and Good Delivery List, and the list of RMAP Conformant Smelters & Refiners published by the RMI (see sections 2.B.1a and 2.B.2a below). Signet responded to identified risks through direct intervention by the Signet project team with suppliers, trade associations,standards and certification organizations and/or other identified participants in Signet’s supply chain,as demonstrated in the Summary of Conflict Minerals Report above. |
4. | Signet contributed to independent third-party audits of the due diligence practices of Conflict Minerals smelters and refiners by participating in industry organizations such as the LBMA, the RJC and the RMI(see 2.B.3 below), and through notification of the requirement for independent audit of compliance with the SRSP by Signet suppliers (see section 2.B.4 below). |
5. | Signet reported on its Conflict Minerals supply chain due diligence activities (as per this Report and further information, including Signet’s SRSP and Conflict Minerals Policy, available on the Signet website at https://www.signetjewelers.com/corporate-responsibility/responsible-sourcing/. |
1. | As part of its due diligence measures taken over the previous eight years, Signet conducted a survey of85 direct suppliers to gather detailed information about Signet’s supply chain and sources of necessary Conflict Minerals, which included questions about the refinery or smelter sources in accordance with OECD Due Diligence Guidance, and obligated those suppliers to make similar efforts to survey their supply chain and report the sources of necessary Conflict Minerals. The information gathered through this survey was updated, as suppliers were required to notify Signet regarding any changes that occur in their supply chain that would be material to the supplier’s SRSPs compliance claims. |
a. | As a result of this survey, Signet determined that a single source of tin from one direct supplier originated in one or more of the Covered Countries and was processed by a smelter which is certified as “Conformant” under the RMI’s RMAP, and therefore qualifies as “conflict free” within the meaning of Exchange Act Section 13(p), Rule 13p-1 and Form SD, Item 1.01(d)(4). |
2. | Throughout 2019, Signet contacted 736 suppliers based on individual supplier vendor numbers to complete compliance reports relating to the SRSP, receiving 619 replies as described in A.2.d. This represented 431 companies of which 363 replied as described in A.2.d. Suppliers were required to notify Signet regarding any changes that occur in their supply chain that would be material to the supplier’s SRSP compliance claims. |
a. | As a result of these compliance reports and the alignment of the SRSPs for gold with the LBMA’s Responsible Gold Guidance, Signet had reason to believe that some gold supplies provided through the LBMA’s "good delivery" system may have originated in a Covered Country, all of which were refined by refineries certified and audited by LBMA as "conflict free" as defined by the LBMA Responsible Gold Guidance. |
3. | Signet supported programs such as the OECD Due Diligence Guidance, the RJC’s Chain of Custody Standard and Provenance Claim Provision, LBMA’s Responsible Gold Guidance, the Dubai Multi Commodities Centre’s ("DMCC") Good Delivery Standard and the RMI’s RMAP through participation in relevant conferences, review committees and other sub-committees. |
4. | As explained in Section A:1:d "Design of Due Diligence Measures", Signet’s policy whereby suppliers join and become certified under the RJC’s Code of Practices including compliance with the SRSP for relevant minerals as a "Provenance Claim" has resulted in 96% of all Signet’s purchases in 2019 being sourced from RJC members. Signet reviewed the RJC membership list on a monthly basis to verify Signet suppliers’ membership and certification status, along with Provenance Claims. From 2019, Signet’s primary third-party audit assurance was through the suppliers’ RJC certification scheme with relevant minerals as "Provenance Claims". For non-RJC members, Signet required identified suppliers to undertake an independent audit of their 2019 Compliance Report, based on Signet’s risk assessment of that supplier and/or the supplier’s SRSP compliance report. |
MS. Effie Marinos Sustainability Manager April 28, 2020 | Rebecca Bowens (Lead Auditor) SGS United Kingdom Ltd. | |
WWW.SGS.COM |
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