Introduction
The US Securities and Exchange Commission (“SEC”) adopted Rule 13p-1 (“SEC Rule”) to implement reporting and disclosure requirements mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The SEC Rule imposes reporting obligations on public companies that manufacture or contract to manufacture products that contain one or more “conflict minerals” that are necessary to the functionality or production of such products. For purposes of the SEC Rule, the term “conflict minerals” is defined (in Section 1502(e)(4) of the Securities and Exchange Act of 1934, as amended) to include columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives which are limited to tantalum, tin and tungsten. Companies must publicly report on an annual basis whether any such conflict minerals originated from the Democratic Republic of the Congo or its adjoining countries and whether any such conflict minerals were 100% from recycled or scrap sources.
Conflict Minerals Policy
Tupperware Brands Corporation (“Tupperware”) supports ending the violence and human rights violations in the Democratic Republic of the Congo and adjoining countries, and is committed to ensuring that it is not sourcing minerals of the type classified as conflict minerals that could be used to finance armed groups in the Democratic Republic of the Congo or adjoining countries (collectively, the “Covered Countries”). Tupperware does not typically source any minerals (including conflict minerals) directly from mines, smelters or refiners, and is several steps removed from such original sources. As such, Tupperware relies on the information provided by its direct suppliers regarding whether conflict minerals are used in the production of the products or components of products they supply to Tupperware and the source of such conflict minerals. As part of its due diligence to comply with its SEC reporting obligations, Tupperware distributes the Responsible Minerals Initiative’s Conflict Minerals Reporting Template (CMRT) to its suppliers that supply products or components of products to Tupperware that may contain conflict minerals necessary to the functionality or production thereof, in order to conduct a good faith reasonable country of origin inquiry to identify any such necessary conflict minerals and the source and chain of custody thereof (including whether the conflict minerals are 100% from recycled or scrap sources), and conducts additional due diligence required by the SEC Rule. For suppliers that do not complete the CMRT, Tupperware obtains a written statement from the suppliers that any conflict mineral(s) in a product or product component does not originate from a Covered Country. In addition, Tupperware continues to implement processes across its supply chain to support conflict-free sourcing of conflict minerals – for example, as part of its supplier selection process Tupperware requires certain potential suppliers to complete a Supplier Conflict Minerals Certification Letter, Tupperware’s supply contract templates include conflict minerals compliance requirements for suppliers, and require suppliers to comply with Tupperware’s Supplier Code of Conduct. Tupperware also expects its suppliers to respect internationally recognized human rights, to conduct business in a responsible and ethical manner, and to comply with applicable laws. Any supplier found in violation would be subject to corrective action, potentially including termination of the business relationship.
Tupperware will file, on an annual basis, Form SD Specialized Disclosure Report, and Conflict Minerals Report as an exhibit to such Form SD if necessary, as required by the SEC Rule.
Disclosure Regarding 2017 Manufacturing Year
Tupperware determined that certain “conflict minerals” were necessary to the functionality or production of certain products and product components manufactured or contracted to be manufactured during 2017 (the “Covered Products”). Accordingly, Tupperware was required to and did conduct a reasonable country of origin inquiry to determine whether any of the necessary conflict minerals contained in the Covered Products originated from the Covered Countries and whether any such conflict minerals were 100% from recycled or scrap sources. Tupperware was able to conclude that the conflict minerals necessary to the functionality or production of all except one of the Covered Products did not originate in Covered Countries. However, despite conducting additional due diligence as required by SEC rules, Tupperware was unable to be certain whether or not one of the conflict minerals necessary to the functionality or production of one of the Covered Products may have originated from a Covered Country, and that product was considered “DRC conflict undeterminable” (as defined in applicable SEC rules).
A copy of Tupperware’s Form SD for the year ended December 31, 2017 filed with the SEC, and Conflict Minerals Report filed as an exhibit thereto, can be found on Tupperware’s website at: http://ir.tupperwarebrands.com/financial-information/sec-filings