HomeMy WebLinkAboutConflict Minerals - Cleveland-Cliffs Policy1
CLEVELAND-CLIFFS INC. AND ASSOCIATED COMPANIES
CONFLICT MINERALS POLICY
Effective Date: June 23, 2022 Supersedes: August 10, 2020
APPROVED Policy No: C-1010
Follow-up Review Date: As Needed
________________________________________
James D. Graham
TABLE OF CONTENTS PAGE NUMBER
1. Units Affected 2
2. Purpose 2
3. Policy 2
4. Annual Compliance Procedures (Exhibit C-1010.4.2) 4
DISTRIBUTION
Company’s Intranet: http://www.onecliffs.com
Company’s Public Website: https://www.clevelandcliffs.com
MAINTENANCE RESPONSIBILITY
Senior Vice President, General Counsel & Assistant Secretary
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1. UNITS AFFECTED
1.1. Cleveland-Cliffs Inc. ("Cliffs"), consolidated subsidiaries, and associated companies
including controlled partnerships and/or joint ventures (collectively, the
"Company").
2. PURPOSE
2.1. The objective of this Policy is to ensure compliance with the Conflict Minerals
reporting rules under the Dodd-Frank Wall Street Reform and Consumer Protection
Act of 2010, as implemented by the U.S. Securities and Exchange Commission (the
“SEC”).
3. POLICY
3.1. Our Company endeavors to refrain from purchasing products or materials for use in
our products that contain any Conflict Minerals that directly or indirectly finance or
benefit armed groups in the Democratic Republic of the Congo or any adjoining
country (collectively “Covered Countries”).
3.1.1. Conflict Minerals means (1) columbite-tantalite (coltan), cassiterite, gold,
wolframite, or their derivatives, which are limited to tantalum, tin, and
tungsten, unless the U.S. Secretary of State determines that additional
derivatives are financing conflict in Covered Countries; and (2) any other
mineral or its derivatives determined by the U.S. Secretary of State to be
financing conflict in Covered Countries.
3.1.2. We seek to source our purchases of Conflict Minerals, if any, from smelters
that have been audited as compliant with internationally recognized
responsible minerals sourcing standards.
3.1.3. The requirements do not extend to any Conflict Minerals that are obtained
from recycled or scrap sources.
3.2. We expect our suppliers whose materials remain in our finished products to (1)
ensure that the products they sell to us do not contain any Conflict Minerals that
finance conflict in Covered Countries and (2) establish appropriate due diligence
programs to ensure compliance with this requirement through their own supply
chains. Upon request, we expect our suppliers to provide us with reasonable and
appropriate information regarding the source and chain of custody of any Conflict
Minerals they sell to us. We are committed to continuing to monitor and work with
our suppliers proactively to verify the origin of any Conflict Minerals in our supply
chain.
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3.3. To the extent legally required, we will file a Form SD annually with the SEC,
describing our processes and diligence with respect to Conflict Minerals and the
results of our annual review.
3.4. Reporting Violations
3.4.1. Any employee who has knowledge of conduct that he or she believes may
violate the Company’s Conflict Minerals Policy has an obligation, promptly
after learning of such conduct, to bring the matter to the attention of Cliffs’
Chief Legal Officer either directly or through use of the Company’s
anonymous Ethics Helpline or Website.
3.4.2. Any employee who violates the Company’s Conflict Minerals Policy, or who
directs or knowingly permits a subordinate to violate this Policy, shall be
subject to disciplinary action, including possible termination.
3.4.3. Any form of adverse action or retaliation against any Company employee for
reporting in good faith a suspected violation of this Policy or for participating
in an investigation of a suspected violation will not be tolerated and is
expressly prohibited. Any employee who participates in retaliatory conduct
in violation of this Policy will be subject to disciplinary action as deemed
necessary, including possible termination.
4. ANNUAL COMPLIANCE PROCEDURE
4.1. Conflict Minerals are not necessary to the functionality or production of the vast
majority of the products manufactured by the Company. Nevertheless, the
Company has a procedure through which it reviews the specifications of its
products to identify any such Conflict Minerals.
4.2. Exhibit C-1010.4.2 sets forth the procedure through which the Company ensures
compliance with the Conflict Minerals reporting rules under the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, as implemented by the SEC.
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EXHIBIT C-1010.4.2.
ANNUAL COMPLIANCE PROCEDURE
The Company conducts an annual review to ensure compliance with the Conflict Minerals reporting rules
under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as implemented by the
SEC. This review is led by the Legal Department and ensures cross-functional collaboration among the
relevant departments, including Research and Development, Quality and Procurement.
1. The Company conducts a review of the specifications of our products to confirm whether any Conflict
Minerals are necessary to the functionality or production of such products . Additionally, the Company
conducts due diligence into third-party materials purchased by the Company to determine whether the
chemical composition of such materials includes any Conflict Minerals.
2. If Conflict Minerals are necessary to the functionality or production of our products, we conduct an
annual detailed review of the ways in which those Conflict Minerals enter our supply chain and are
used. This review may establish that the Conflict Minerals originate from either mined or scrap
sources.
a. If purchased in recycled or scrap form, such Conflict Minerals are considered “conflict free”
under the Conflict Minerals rules, and no further due diligence procedures are necessary.
b. However, if less than all of the Conflict Minerals come from scrap sources, we then undertake
in good faith a reasonable country of origin inquiry to determine the ultimate source of the
non-scrap Conflict Minerals, if any, used in our production and whether any of such Conflict
Minerals originated from or was processed in any of the Covered Countries (“Country of
Origin Inquiry”).
c. A Country of Origin Inquiry is an annual review of our supply chain to determine from which
mines and smelters our non-scrap Conflict Minerals, if any, originated and the various points
of custody prior to being incorporated into our products. In executing this Country of Origin
Inquiry, we have modeled our process after the OECD Due Diligence Guidance for
Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, which is
an international framework for due diligence measures that has been recognized by the SEC,
and includes taking steps to:
i. contact the suppliers from whom we purchase non-scrap sources of Conflict
Minerals (or other potential Conflict Minerals-containing materials) and discuss
periodically with such suppliers’ relevant personnel the source and custody of such
Conflict Minerals prior to their delivery to the supplier;
ii. request a certification or other form of reasonable assurance from each relevant
supplier that, among other things, any Conflict Minerals delivered to us during the
calendar year were sourced entirely from recycled or scrap sources;
iii. where suppliers could not make the certification in c.ii. above, request each supplier
from whom we purchase non-scrap Conflict Minerals to complete the most-current
version of the Conflict Minerals Reporting Template of the Responsible Minerals
Initiative (“RMI”), which includes disclosure as to any mine and/or smelter from
which any applicable Conflict Minerals originated or were processed; and
iv. review our Company’s sources of non-scrap Conflict Minerals against the RMI’s
Responsible Minerals Assurance Process (“RMAP”) list of smelters that are
compliant with the RMAP’s responsible mineral sourcing validation program to
determine whether our sources of non-scrap Conflict Minerals were in compliance
with the RMAP validation program.
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