Form SD and Conflict Minerals Report (CMR)
Issuers must file a Form SD specialized disclosure report according to the Final Rule. The form is to be filed on EDGAR by May 31 after the previous calendar year, unless this date falls on a Saturday, Sunday or holiday, in which the deadline is moved to the next business day.
While the SEC provides some guidance in the SEC Form SD General Instructions, it is not to be used as a blank form to be filled in and filed. Instead, issuers must customize their Form SD, incorporating all the necessary information outlined by the rule.
This information includes, but is not limited to (See Item 1.01 on page 346):
- Cover page that includes the exact name of the registrant as specified in its charter, State or other jurisdiction of incorporation or organization Commission File Number, IRS Employer Identification No., address of principal executive officers, zip code, and name and telephone number, including area code, of the person to contact in connection with the report.
- Under a separate heading entitled “Conflict Minerals Disclosure,” report the results of the Reasonable Country of Origin Inquiry (RCOI) as performed in good faith regarding those conflict minerals. This information must also be publicly available on the issuer’s website under the heading “Conflict Minerals Disclosure.” If an issuer cannot determine that its supply chain is "DRC conflict free," a Conflict Minerals Report is required.
Information in the Conflict Minerals Report must also be publicly available on the issuer’s website and should include, but is not limited to:
- A brief introduction of the company (size, structure, number of products, etc.)
- A clear statement of the company's conflict minerals policy
- Due diligence efforts performed. Due diligence efforts must conform to a nationally recognized or internationally recognized framework, such as that set forth by the EICC®-GeSI Conflict-Free Smelter (CFS) Assessment Program.
- Description of products not found to be "DRC conflict-free"