UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form SD
Specialized Disclosure Report
Diodes Incorporated
| Delaware | 002-25577 | 95-2039518 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4949 Hedgcoxe Road, Suite 200 Plano, Texas |
75024 | |
| (Address of principal executive offices) | (Zip Code) |
Richard D. White
(972) 987-3900
(Name and telephone number, including area code, of person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013. |
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
The disclosures required by this item are contained in the Company’s Conflict Minerals Report for the year ended December 31, 2013 filed as Exhibit 1.02 hereto and is publicly available at www.diodes.com.
Item 1.02 Exhibit
A copy of Diodes Incorporated’s Conflict Minerals Report for the year ended December 31, 2013 is filed as Exhibit 1.02 hereto and is publicly available at www.diodes.com.
Section 2 – Exhibits
Item 2.01 Exhibits
Exhibit 1.02 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
| DIODES INCORPORATED | DATE: June 2, 2014 | |||||
| By | /s/ Richard D. White |
|||||
| RICHARD D. WHITE | ||||||
| Chief Financial Officer | ||||||
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Exhibit 1.02
Diodes Incorporated
Conflict Minerals Report
For The Year Ended December 31, 2013
This Conflict Minerals Report (the “Report”) for the year ended December 31, 2013 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to Conflict Minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain Conflict Minerals which are necessary to the functionality or production of their products. Conflict Minerals are defined as Columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted), cassiterite (the metal ore from which tin is extracted), wolframite (the metal ore from which tungsten is extracted), gold, or their derivatives; or any other mineral or its derivatives as determined by the Secretary of State to be financing conflicts in the Democratic Republic of the Congo (“DRC”) or adjoining countries.
This Report has not been audited because the circumstances that would require an audit under the Rule are not present, and the Conflict Minerals Report (CMR) is not subject to an independent private sector audit. The report can be found at Diodes’ website at http://diodes.com/pdfs/conflictmineralsreport2013.pdf.
| 1. | Overview |
This Report has been prepared by the management of Diodes Incorporated (herein referred to as “Diodes,” the “Company,” “we,” “us,” or “our”).
We are a leading global manufacturer and supplier of high-quality, application specific standard products within the broad discrete, logic and analog semiconductor markets, serving the consumer electronics, computing, communications, industrial, and automotive markets. Our products include diodes, rectifiers, transistors, MOSFETs, protection devices, functional specific arrays, single gate logic, amplifiers and comparators, Hall-effect and temperature sensors, power management devices, including LED drivers, AC-DC and DC-DC switching, linear voltage regulators, and voltage references along with special function devices, such as USB power switches, load switches, voltage supervisors, and motor controllers. Our products are sold primarily throughout Asia, North America and Europe.
We design, manufacture and market these semiconductors for diverse end-use applications. Semiconductors, which provide electronic signal amplification and switching functions, are basic building-blocks that are incorporated into almost every electronic device.
Our product portfolio addresses the design needs of advanced electronic equipment, including high-volume consumer devices such as digital media players, smart phones, tablets, notebook computers, flat-panel displays, mobile handsets, digital cameras and set-top boxes. Our product line includes over 9,250 products, and we shipped approximately 41 billion units in 2013.
A review of the Bill of Materials used in our products showed that Conflict Minerals — Gold, Tin, or Tungsten — can be found in all of our products.
The Conflict Minerals status of the products we manufacture, that are subject to the reporting obligations of Rule 13p-1, could not be determined.
We relied upon our direct suppliers to provide information on the origin of Conflict Minerals contained in components and materials supplied to us – including sources of Conflict Minerals that are supplied to them from lower tier suppliers.
Because of our operation size, the complexity of our products, and the depth, breadth, and constant evolution of our supply chain, it is difficult to identify actors upstream from our direct suppliers. Accordingly, we observe and follow a number of industry-wide initiatives as described in section 2 of this Report below.
The statement on Conflict Minerals and our EICC/GeSI Conflict Minerals report are publicly available and can be downloaded from our website at www.diodes.com.
| 2. | Due Diligence Process |
2.1 Design of Due Diligence
Our due diligence measures have been designed to conform to an internationally recognized due diligence framework.
2.2 Management System
In order to respond to external requests for information, a formal Conflict Minerals statement is available on our website at http://diodes.com/pdfs/DiodesIncorporatedStatementOnConflictMinerals.pdf.
Development and implementation of the Conflict Minerals due diligence plan requires engagement of various Diodes’ departments, including, but not limited to, the Engineering, Finance, Legal, Purchasing, and Quality departments. The team of subject matter experts is responsible for implementing our Conflict Minerals compliance strategy and is led by our Quality Systems Manager who acts as the Conflict Minerals Program Manager. Senior management is updated on the results of our due diligence efforts on a regular basis.
Because we do not have a direct relationship with Conflict Mineral smelters and refiners and does not perform or direct audits of these entities within our supply chain, we follow and actively cooperate with the following industry-wide initiatives:
| • | The Electronics Industry Citizenship Coalition-Global e-Sustainability Initiative’s (“EICC-GeSI”); and |
| • | Conflict-Free Sourcing Initiative (“CFSI”). |
As a result of this cooperation, we have periodically updated our publicly available Conflict Minerals report (EICC/GeSI report) as well as information retrieved from our suppliers’ Conflict Minerals reports. We also monitor audit results as updated on the CFSI web site at http://www.conflictfreesourcing.org/rcoi-data/. As needed, we have requested updates of received EICC/GeSI reports to be in compliance with the latest revision of the EICC-GeSI reporting template.
We have outlined expectations regarding use of Conflict Minerals in our Corporate Supplier Quality specifications. We engage with all identified Conflict Mineral suppliers to disseminate our requirements to their supply chain.
By the end of 2013, we have identified sixty-eight (68) Conflict Mineral suppliers. We relied upon these suppliers to provide us with information about the sources of Conflict Minerals contained in the components supplied to us. Our suppliers are similarly reliant upon information provided by their suppliers. Many of the largest suppliers are also SEC registrants and subject to the Rule.
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| 3. | Due Diligence Results |
We conducted a survey of those suppliers described in this Report using the template developed by the Electronic Industry Citizenship Coalition (“EICC”) and the Global e-Sustainability Initiative (“GeSI”), now known as the CFSI Reporting Template (the “Template”). The Template was developed to facilitate disclosure and communication of information regarding smelters and refiners that provide material to a company’s supply chain. It includes questions regarding a company’s conflict-free policy, engagement with its direct suppliers, and a listing of the smelters and refiners the company and its suppliers use. In addition, the Template contains questions about the origin of conflict minerals included in their products, as well as suppliers’ due diligence. Written instructions and recorded training illustrating the use of the tool are available on EICC’s website. The Template is being used by many companies in their due diligence processes related to Conflict Minerals. By utilizing the Template, we have determined that seeking information about Conflict Mineral smelters and refiners in our supply chain represents the most reasonable effort we can make to determine the locations of origin of Conflict Minerals in our supply chain.
Our suppliers have provided us their EICC and GeSI reporting templates. We reviewed their responses against criteria developed to determine which required further engagement with our suppliers. These criteria included incomplete responses, as well as inconsistencies within the data reported in the templates. We have worked directly with these suppliers to provide revised responses.
Responses included the names of over one hundred and thirty (130) smelters or refiners. Approximately thirty-six percent (36%) of them were identified as certified Conflict-Free when compared to the CFSI list of Conflict-Free smelters or refiners. An additional approximately six percent (6%) were identified as active in the CFSI Conflict-Free Smelter Program. Not all of the remaining facilities could be identified as smelters or refiners. One supplier reported that components supplied to us contained Tin from a Conflict-Free source in the DRC or adjoining countries.
Over ninety percent (90%) of the responses received provided data at a company or divisional level. We are therefore unable to determine whether any of the Conflict Minerals reported by the suppliers were contained in components or parts supplied to us or to validate that any of these smelters or refiners are actually in our supply chain.
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List of smelters and refiners
The following list is extracted from EICC and/or GeSI Conflict Minerals report, made publicly available on our website at www.diodes.com on December 5, 2013:
| Metal |
Smelter or Refiner Facility Name | |
| Gold |
Shanghai Gold Exchange | |
| Gold |
Aida Chemical Industries Co. Ltd. | |
| Gold |
Allgemeine Gold- und Silberscheideanstalt A.G. | |
| Gold |
Almalyk Mining and Metallurgical Complex (AMMC) | |
| Gold |
AngloGold Ashanti Mineração Ltda | |
| Gold |
Argor-Heraeus SA | |
| Gold |
Asahi Pretec Corporation | |
| Gold |
Asaka Riken Co Ltd | |
| Gold |
Aurubis AG | |
| Gold |
Bangko Sentral ng Pilipinas (Central Bank of the Philippines) | |
| Gold |
Caridad | |
| Gold |
Chimet SpA | |
| Gold |
Chugai Mining | |
| Gold |
Codelco | |
| Gold |
Dowa | |
| Gold |
Heimerle + Meule GmbH | |
| Gold |
Heraeus Ltd Hong Kong | |
| Gold |
Heraeus Precious Metals GmbH & Co. KG | |
| Gold |
Heraeus Zhaoyuan Precious Metal Materials Co.,Ltd. | |
| Gold |
Ishifuku Metal Industry Co., Ltd. | |
| Gold |
Johnson Matthey Inc | |
| Gold |
Johnson Matthey Limited | |
| Gold |
JX Nippon Mining & Metals Co., Ltd | |
| Gold |
London Bullion Market Association | |
| Gold |
LS-Nikko Copper Inc | |
| Gold |
Materion | |
| Gold |
Matsuda Sangyo Co. Ltd | |
| Gold |
Metalor Technologies (Hong Kong) Ltd | |
| Gold |
Metalor Technologies SA | |
| Gold |
Metalor USA Refining Corporation | |
| Gold |
Mitsubishi Materials Corporation | |
| Gold |
Mitsui Mining and Smelting Co., Ltd. | |
| Gold |
Navoi Mining and Metallurgical Combinat | |
| Gold |
Nihon Material Co. LTD | |
| Gold |
Ningbo Kangqiang | |
| Gold |
Ohio Precious Metals LLC. | |
| Gold |
Rand Refinery (Pty) Ltd | |
| Gold |
Royal Canadian Mint | |
| Gold |
SEMPSA Joyeria Plateria SA | |
| Gold |
Shandong Zhaojin Gold & Silver Refinery Co. Ltd | |
| Gold |
Solar Applied Materials Technology Corp. | |
| Gold |
Tanaka Kikinzoku Kogyo K.K. | |
| Gold |
The Refinery of Shandong Gold Mining Co. Ltd | |
| Gold |
Tokuriki Honten Co. Ltd | |
| Gold |
Umicore SA Business Unit Precious Metals Refining | |
| Gold |
United Precious Metal Refining, Inc. | |
| Gold |
Valcambi SA | |
| Gold |
Western Australian Mint trading as The Perth Mint | |
| Gold |
Xstrata Canada Corporation | |
| Gold |
Yokohama Metal Co Ltd | |
| Gold |
Zhongyuan Gold Smelter of Zhongjin Gold Corporation | |
| Tin |
American Iron and Metal | |
| Tin |
Bangka | |
| Tin |
Chengfeng Metals Co Pte Ltd | |
| Tin |
China Tin Smelter Co. Ltd. | |
| Tin |
Cookson | |
| Tin |
Cookson Alpha Metals(Shenzhen)Co.Ltd | |
| Tin |
CV Duta Putra Bangka | |
| Tin |
CV JusTindo | |
| Tin |
CV Makmur Jaya | |
| Tin |
CV Nurjanah | |
| Tin |
CV Serumpun Sebalai | |
| Tin |
CV United Smelting | |
| Tin |
EM Vinto | |
| Tin |
Feinhütte Halsbrücke GmbH | |
| Tin |
Geiju Non-Ferrous Metal Processing Co. Ltd. | |
| Tin |
Gejiu Zi-Li | |
| Tin |
Gold Bell Group | |
| Tin |
Huaxi Guangxi Group |
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| Metal |
Standard Smelter Names | |
| Tin |
Indonesian State Tin Corporation Mentok Smelter | |
| Tin |
Jiangxi Nanshan | |
| Tin |
Kaimeng(Gejiu) Industry and Trade Co., Ltd. | |
| Tin |
Kupol | |
| Tin |
Liuzhou China Tin | |
| Tin |
Malaysia Smelting Corporation (MSC) | |
| Tin |
Metallo Chimique | |
| Tin |
Mineração Taboca S.A. | |
| Tin |
Minsur | |
| Tin |
Mitsubishi Materials Corporation | |
| Tin |
OMSA | |
| Tin |
PT Alam Lestari Kencana | |
| Tin |
PT Artha Cipta Langgeng | |
| Tin |
PT Babel Inti Perkasa | |
| Tin |
PT Babel Surya Alam Lestari | |
| Tin |
PT Bangka Kudai Tin | |
| Tin |
PT Bangka Putra Karya | |
| Tin |
PT Bangka Timah Utama Sejahtera | |
| Tin |
PT Belitung Industri Sejahtera | |
| Tin |
PT BilliTin Makmur Lestari | |
| Tin |
PT Bukit Timah | |
| Tin |
PT Eunindo Usaha Mandiri | |
| Tin |
PT Fang Di MulTindo | |
| Tin |
PT HP Metals Indonesia | |
| Tin |
PT Koba Tin | |
| Tin |
PT Mitra Stania Prima | |
| Tin |
PT Refined Banka Tin | |
| Tin |
PT Sariwiguna Binasentosa | |
| Tin |
PT Stanindo Inti Perkasa | |
| Tin |
PT Sumber Jaya Indah | |
| Tin |
PT Tambang Timah | |
| Tin |
PT Timah | |
| Tin |
PT Timah Nusantara | |
| Tin |
PT Tinindo Inter Nusa | |
| Tin |
PT Yinchendo Mining Industry | |
| Tin |
Novosibirsk Integrated Tin Works | |
| Tin |
Thaisarco | |
| Tin |
Traxys | |
| Tin |
Heraeus Precious Metals GmbH & Co. KG | |
| Tin |
Yunnan Chengfeng | |
| Tin |
Yunnan Tin Company Limited | |
| Tin |
Zhejiang Huangyan Xinqian Electrical Parts Factory | |
| Tungsten |
Alldyne Powder Technologies | |
| Tungsten |
Alta Group | |
| Tungsten |
Chaozhou Xianglu Tungsten IND Co., LTD. | |
| Tungsten |
DAYU WEILIANG TUNGSTEN CO.,LTD | |
| Tungsten |
Ganzhou Grand Sea W & Mo Group Co Ltd | |
| Tungsten |
GANZHOU HONGFEI W&Mo MATERIALS CO.,LTD. | |
| Tungsten |
Ganzhou Huaxing Tungsten | |
| Tungsten |
Jiangxi Rare Earth & Rare Metals Tungsten Group Corp | |
| Tungsten |
Global Tungsten & Powders Corp | |
| Tungsten |
HC Starck GmbH | |
| Tungsten |
Hunan Chun-chang Non-ferrous Smelting & Concentrating Co., Ltd. | |
| Tungsten |
Jada Electronic limited (JX Nippon Mining&Matel Co., Ltd) | |
| Tungsten |
Jiangxi Tungsten Industry Group Co Ltd | |
| Tungsten |
Kanto Denka Kogyo Co., Ltd. | |
| Tungsten |
Nanchang Cemented Carbide Limited Liability Company | |
| Tungsten |
NingHua XingLuoKeng TungSten Mining CO.,LID | |
| Tungsten |
Plansee | |
| Tungsten |
Sumitomo Metal Mining Co. Ltd. | |
| Tungsten |
Wolfram Company CJSC | |
| Tungsten |
Xiamen Honglu Tungsten Molybdenum Industry Co., Ltd. | |
| Tungsten |
Xiamen Tungsten Co Ltd | |
| Tungsten |
Zhuzhou Cemented Carbide Group Co Ltd |
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Countries of origin of the conflict minerals these facilities process are believed to include:
American Samoa, Australia, Austria, Belgium, Bolivia, Brazil, Canada, Chile, China, France, Germany, Hong Kong, Indonesia, Italy, Japan, Republic of Korea, Malaysia, Mexico, Peru, Philippines, Russian Federation, South Africa, Spain, Switzerland, Taiwan, Thailand, United Kingdom, United States and Uzbekistan.
| 4. | Steps to be Taken to Mitigate Risks |
We intend to take the following steps to improve the due diligence conducted to further mitigate any risk that the necessary Conflict Minerals in our products could benefit armed groups in the DRC or adjoining countries:
a. Review vendor reports, covering purchased raw materials that could potentially contain Conflict Minerals and expand the number of suppliers requested to supply information; and
b. Engage with suppliers and direct them to training resources in an attempt to improve the contents of the suppliers’ survey responses.
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