In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Act"), Kate Spade & Company is committed to ensuring that any "Conflict Minerals," defined as Tin, Tungsten, Tantalum and Gold ("3TG"), contained in our products are not mined in conditions of armed conflict and human rights abuses in the Democratic Republic of the Congo ("DRC") and the adjoining countries (together with the DRC, the "Covered Countries").
Covered Countries include: the DRC; Angola; Burundi; Central African Republic; the Republic of the Congo; Rwanda; South Sudan; Tanzania; Uganda and Zambia.
NOTE: Kate Spade & Company does not ban the use of these minerals originating from the Covered Countries when a supplier can provide assurance that they are sourced in accordance with international standards as set forth by the Organisation for Economic Co-operation and Development ("OECD").
Includes all products Kate Spade & Company contracts to manufacture that contain 3TG that is integral to the functionality of the product and that are entered into the stream of commerce by offering them to a third party for consideration (i.e. sold to a retailer or consumer). (NOTE: packaging; ornamentation; charms on shoes or fashion accessories; and other items that do not support the function of an item are not included.)
To provide a framework to enable Kate Spade & Company to comply with the Act including disclosure requirements under U.S. law (Section 1502 of the Act) concerning Conflict Minerals that are used in its products and to identify whether these minerals might originate from the Covered Countries. This requires inquiring into the origin of 3TG in Kate Spade & Company's supply chain and publicly reporting the findings.
Kate Spade & Company follows OECD guidelines. As such, Kate Spade & Company will work with its agents and direct suppliers to comply both with this policy and the legally-mandated disclosure requirements by:
- Establishing a system by which to manage the research and information provided, as well as to offer guidance to suppliers on our policy and the associated definitions.
- Requiring our suppliers to conduct inquiries and disclose the origin of the covered minerals included as a "functional" component of our product and to complete a supplier survey.
- Identifying and assessing risks in the supply chain.
- Working with suppliers to improve due diligence (if we intend to continue business with that supplier) with the expectation that that our suppliers will do the same with their suppliers.
- Endorsing efforts of industry organizations that seek to ensure smelters' sourcing practices are assessed by independent third party auditors, and encouraging our suppliers to do the same.
- Publishing our findings and progress on our website and filing required reports with the SEC on a periodic basis (currently annually per the Act).
Compliance with this policy is mandatory. Noncompliance to this policy could result in penalties including termination of business with a supplier.
TERMS AND DEFINITIONS
Armed Groups: An armed group that is identified as a perpetrator of serious human rights abuses in annual Country Reports on Human Rights Practices under sections 116(d) and 502 (b) of the Act relating to the DRC or an adjoining country.
Conflict Mineral: Columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten, unless the Secretary of State determines that additional derivatives are financing conflict in the DRC or an adjoining country; or any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the DRC or an adjoining country.
DRC Conflict Free: Products that do not contain Conflict Minerals necessary to the functionality or production of that product and that do not directly or indirectly finance or benefit armed groups as defined above; Conflict Minerals that have been obtained from recycled or scrap sources as defined below.
Conflict Minerals from Recycled or Scrap Sources (which is excluded from the Conflict Mineral Reporting Rule): Conflict Minerals are considered to be from recycled or scrap sources if they are from recycled metals, which are reclaimed end-user or post-consumer products, or scrap processed metals created during product manufacturing. Recycled metals include excess, obsolete, defective, and scrap metal materials that contain refined or processed metals that are associated with the recycling of tin, tantalum, tungsten and/or gold. Minerals partially processed, unprocessed, or a by-product from another ore will not be included in the definition of recycled metal.
"Necessary to the Functionality": Based on SEC Guidance, in determining whether conflict minerals are "necessary to the functionality" of a product, a company should consider the following as well as such circumstances as may be communicated from time to time:
- Whether a Conflict Mineral is contained in and intentionally added to the product or any component of the product as opposed to a naturally-occurring by-product;
- Whether a Conflict Mineral is necessary to the product's generally expected function, use or purpose (if a product has multiple generally expected uses and functions, a Conflict Mineral need only be necessary for one such function, use or purpose to be necessary to the product as a whole); and
- Whether a Conflict Mineral is added for purposes of ornamentation, decoration or embellishment. In considering this issue, a company must also determine whether the primary purpose of the product is ornamentation or decoration vs. function.