Exhibit 1.01
ENERPAC TOOL GROUP CORP.
Conflict Minerals Report
For The Year Ended December 31, 2019
Background:
The Securities and Exchange Commission (the “SEC”), as mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires public companies to provide annual reporting and disclosures related to their purchase and use of tantalum, tin, tungsten and gold (collectively “Conflict Minerals”) due to international concern Conflict Minerals originating from the Democratic Republic of Congo and adjoining countries (“Covered Countries”) are funding human rights abuses and regional conflict. This report is being presented to comply with those requirements and Rule 13p-1 of the Securities Exchange Act of 1934 (the "Exchange Act").
Company Overview:
Enerpac Tool Group Corp. (the "Company," "Enerpac," "we," "our" or "us"), headquartered in Menomonee Falls, Wisconsin, was incorporated in 1910. We are a global diversified company that designs, manufactures and distributes a broad range of industrial products and systems and provides services to various end markets. Within the calendar year ended December 31, 2019, the Company was organized into two reportable segments: Industrial Tools & Services and Engineered Components & Systems. The Industrial Tools & Services segment was and is primarily engaged in the design, manufacture and distribution of branded hydraulic and mechanical tools, as well as providing services and tool rentals to the industrial, maintenance, infrastructure, oil & gas, energy and other markets. The Engineered Components & Systems ("EC&S") segment, of which all but the Cortland U.S business, was divested in calendar 2019, provides highly engineered components for on-highway, off-highway, agriculture, energy, medical, construction and other vertical markets. This report includes information associated with the business activities of those EC&S segment divested businesses through their divestiture date on October 31, 2019. While we have manufacturing capabilities including machining, stamping, injection molding and fabrication, our manufacturing activities primarily consist of light assembly of components we source from a network of global suppliers.
Conflict Minerals Policy:
We are committed to ethical business practices and promoting the safety, health and well-being of the communities we impact. We are guided in our pursuit and implementation of these principles by our Code of Conduct and Conflict Minerals Policy, which is available in the Investors - Governance section of the Company’s website (www.enerpactoolgroup.com).
The Conflict Minerals Policy affirms our commitment to responsible sourcing practices for our components and raw materials. Consistent with the Conflict Minerals Policy, we direct our business to suppliers who can confirm their products are from conflict-free sources and eliminate non-conforming suppliers and products from our supply chain.
Supply Chain Due Diligence:
We conduct a country of origin inquiry and due diligence of our supply on an annual basis. We have designed our due diligence measures to be in conformity, in all material respects, with the internationally recognized due diligence framework in the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and related supplements for each of the Conflict Minerals (the “OECD Guidance”). Summarized below is the five-step framework set forth in the OECD Guidance and the related due diligence measures we have undertaken.
Establish Company Management Systems:
We maintain a cross-functional conflict minerals team that includes employees from our supply chain, trade compliance, legal, finance and operations functions. This team is responsible for administering our Conflict Minerals compliance program, including communicating regular updates to senior management and providing organizational guidance on the rules. Our compliance program includes supplier engagement, the Conflict Minerals Policy and processes for reporting exceptions to our policies. We also have included Conflict Minerals compliance clauses in purchase orders and supplier contracts.
Identify and Assess Risk in the Supply Chain:
Our operations are several steps removed from the mining of minerals and do not directly source minerals. As part of our diligence measures, we conducted a country of origin inquiry to determine whether any of the Conflict Minerals in our products originated in the Covered Countries. Because of the diversity of our products and the global nature of our supply chain, we rely on our suppliers to provide us with information about the source and content of components we purchase from them and incorporate into our products. Similarly, our direct suppliers also rely on information provided by their suppliers. This chain of information creates a level of uncertainty and risk related to the accuracy of the information.
Our country of origin inquiry process and due diligence measures included:
| |
• | reviews of supplier data and identification of direct material suppliers from which it was reasonably possible we purchased products containing Conflict Minerals in 2019; |
| |
• | a survey to direct material suppliers (over 550 suppliers) using the Conflict Free Sourcing Initiative Conflict Minerals Reporting Template (“CMRT”); |
| |
• | evaluation of responses from suppliers and review of the results of due diligence measures to ensure the completeness and accuracy of the responses received from the supply chain; |
| |
• | utilization of third-party provider to (1) communicates with and obtains CMRT from direct suppliers, (2) automate the identification of quality issues (e.g., incomplete CMRTs, inconsistent responses and red flags based on defined criteria) and (3) aggregate CMRT responses for analysis and reporting; |
| |
• | verification of whether the processing facilities reported to us by our suppliers are included on the list of Conflict Free Sourcing Initiative-compliant processing facilities; and |
| |
• | additional documentation and verifications, as applicable. |
We believe the inquiries and due diligence measures described above represent an appropriate and reasonable effort to determine the origins of the Conflict Minerals in our products. Most of our suppliers provided comprehensive responses to the CMRT; some only provided interim responses or incomplete information despite repeated attempts to obtain comprehensive information.
Design and Implement a Strategy to Respond to Identified Risks:
We expect our suppliers to source minerals from responsible and Conflict Free Sourcing Initiative-compliant sources and believe in establishing and maintaining long-term relationships with compliant suppliers. If, as a result of our due diligence measures, we determine that a supplier is violating our Conflict Minerals Policy, we will either seek an alternate supplier or require a suitable corrective action plan. In limited cases, identifying alternate sources can be difficult and require lengthy implementation periods.
Carry Out Independent Third-Party Audit of Smelter/Refiner’s Due Diligence Practices:
We do not perform or direct audits of Conflict Minerals smelters and refiners within our supply chain since we are a downstream consumer and several steps removed from smelters and refiners that provide minerals and ores.
Report on Supply Chain Due Diligence:
We are filing this report (and the related Form SD) with the SEC and are making it publicly available on the Investors - Governance section of our website at www.enerpactoolgroup.com.
Due Diligence Results:
The most frequently utilized smelters in our supply chain, as reported by our suppliers, are included in Schedule A to our Conflict Minerals Report. Our review of the most frequently utilized smelters did not identify any facilities considered to be higher risk. Our comprehensive review did identify facilities associated with our less utilized suppliers that are in Covered Countries. Due to incomplete information provided by those suppliers (including in response to our follow-up inquiries), we have been unable to determine whether the components or parts supplied to us contain Conflict Minerals from these smelters or refiners.
Ongoing Steps to Mitigate Risk:
We continue to evaluate our due diligence program to enhance the information available to us and better identify risks in our supply chain. We will make every reasonable attempt to bolster our outreach efforts to our suppliers, particularly those who are unable to provide greater transparency about their own sourcing practices, to improve the quality of their responses. We also will continue to explore alternatives to those suppliers who cannot reliably confirm their supply chains are free of non-conforming Conflict Minerals.
Independent Audit:
For the year ended December 31, 2019, pursuant to SEC rules and related guidance, an independent private sector audit of this report was not required.
Schedule A to
Conflict Minerals Report of
Enerpac Tool Group Corp.
For the Year Ended December 31, 2019
The following smelters and refiners were most frequently reported by our suppliers as being in their supply chains.
|
| | |
METAL | SMELTER/ REFINER NAME | FACILITY LOCATION |
Gold | Allgemeine Gold-und Silberscheideanstalt A.G. | Germany |
Gold | Argor-Heraeus S.A. | Switzerland |
Gold | Asahi Pretec Corp. | Japan |
Gold | Asahi Refining USA Inc. | United States |
Gold | Aurubis AG | Germany |
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | Philippines |
Gold | Boliden AB | Sweden |
Gold | Chimet S.p.A. | Italy |
Gold | Heraeus Precious Metals GmbH & Co. KG | Germany |
Gold | Ishifuku Metal Industry Co., Ltd. | Japan |
Gold | Jiangxi Copper Co., Ltd. | China |
Gold | Kojima Chemicals Co., Ltd. | Japan |
Gold | LS-NIKKO Copper Inc. | Korea, Republic Of |
Gold | Matsuda Sangyo Co., Ltd. | Japan |
Gold | Metalor Technologies (Hong Kong) Ltd. | China |
Gold | Metalor Technologies S.A. | Switzerland |
Gold | Metalor USA Refining Corporation | United States |
Gold | Nihon Material Co., Ltd. | Japan |
Gold | Royal Canadian Mint | Canada |
Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. | China |
Gold | Solar Applied Materials Technology Corp. | Taiwan |
Gold | Sumitomo Metal Mining Co., Ltd. | Japan |
Gold | Tanaka Kikinzoku Kogyo K.K. | Japan |
Gold | The Refinery of Shandong Gold Mining Co., Ltd. | China |
Gold | Tokuriki Honten Co., Ltd. | Japan |
Gold | Umicore S.A. Business Unit Precious Metals Refining | Belgium |
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation | China |
Tantalum | Changsha South Tantalum Niobium Co., Ltd. | China |
Tantalum | Exotech Inc. | United States |
Tantalum | F&X Electro-Materials Ltd. | China |
Tantalum | FIR Metals & Resource Ltd. | China |
Tantalum | Global Advanced Metals Aizu | Japan |
Tantalum | Guangdong Zhiyuan New Material Co., Ltd. | China |
Tantalum | H.C. Starck Co., Ltd. | Thailand |
Tantalum | H.C. Starck Smelting GmbH & Co. KG | Germany |
Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. | China |
Tantalum | Jiujiang Zhongao Tantalum & Niobium Co., Ltd. | China |
Tantalum | KEMET Blue Metals | Mexico |
Tantalum | LSM Brasil S.A. | Brazil |
Tantalum | Metallurgical Products India Pvt., Ltd. | India |
|
| | |
METAL | SMELTER/ REFINER NAME | FACILITY LOCATION |
Tantalum | Mineracao Taboca S.A. | Brazil |
Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. | China |
Tantalum | NPM Silmet AS | Estonia |
Tantalum | QuantumClean | United States |
Tantalum | Solikamsk Magnesium Works OAO | Russian Federation |
Tantalum | Taki Chemical Co., Ltd. | Japan |
Tantalum | Yanling Jincheng Tantalum & Niobium Co., Ltd. | China |
Tin | Alpha Assembly Solutions, Inc. | United States |
Tin | China Tin Group Co., Ltd. | China |
Tin | EM Vinto | Bolivia |
Tin | Fenix Metals | Poland |
Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China |
Tin | Malaysia Smelting Corporation (MSC) | Malaysia |
Tin | Metallo Belgium N.V. | Belgium |
Tin | Mineracao Taboca S.A. | Brazil |
Tin | Minsur | Peru |
Tin | Mitsubishi Materials Corporation | Japan |
Tin | Operaciones Metalurgicas S.A. | Bolivia |
Tin | PT Mitra Stania Prima | Indonesia |
Tin | PT Refined Bangka Tin | Indonesia |
Tin | PT Timah Tbk Kundur | Indonesia |
Tin | PT Timah Tbk Mentok | Indonesia |
Tin | Rui Da Hung | Taiwan |
Tin | Thaisarco | Thailand |
Tin | White Solder Metalurgia e Mineracao Ltda. | Brazil |
Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China |
Tin | Yunnan Tin Company Limited | China |
Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | China |
Tungsten | Fujian Jinxin Tungsten Co., Ltd. | China |
Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. | China |
Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | China |
Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. | China |
Tungsten | Global Tungsten & Powders Corp. | United States |
Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | China |
Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. | China |
Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China |
Tungsten | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. | China |
Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. | China |
Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | China |
Tungsten | Kennametal Inc. | United States |
Tungsten | Niagara Refining LLC | United States |
Tungsten | Philippine Chuangxin Industrial Co., Inc. | Philippines |
Tungsten | Unecha Refractory metals plant | Russian Federation |
Tungsten | Wolfram Bergbau und Hutten AG | Austria |
Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. | China |
Tungsten | Xiamen Tungsten Co., Ltd. | China |
Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. | China |