Form SD Brooks Automation, Inc.
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
Specialized Disclosure Report
BROOKS AUTOMATION, INC.
(Exact Name of Registrant as Specified in Charter)
15 Elizabeth Drive, Chelmsford, MA | | 01824 |
(Address of Principal Executive Offices) | | (Zip Code) |
Name and telephone number, including area code, of the 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:
Section 1 - Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
A copy of the Conflict Minerals Report of Brooks Automation, Inc. for calendar year 2020 is filed as Exhibit 1.01 to this Form SD and is publicly available on Brooks Automation Inc.’s website at https://www.brooks.com/company/corporate-responsibility/product-responsibility
Item 1.02 Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form SD.
Section 2 - Exhibits
Item 2.01 Exhibits
The following Exhibit is filed as a part of this report:
Exhibit 1.01 Conflict Minerals Report for the year ended December 31, 2020
SIGNATURE
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 undersigned hereunto duly authorized.
Exhibit 1.01
Introduction
Brooks Automation, Inc., also referred to as “Brooks”, “we”, “our”, and “us” is a leading provider of life science sample-based solutions and semiconductor manufacturing solutions worldwide. With over 40 years as a partner to the semiconductor manufacturing industry, Brooks is a provider of industry-leading precision vacuum robotics, integrated automation systems and contamination control solutions to the world's leading semiconductor chip makers and equipment manufacturers. The Company's Life Sciences business provides a full suite of reliable cold-chain sample management solutions and genomic services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally. Brooks Life Sciences’ GENEWIZ division is a leading provider of gene sequencing and gene synthesis services.
This Conflict Minerals Report (“CMR”) for the year ended December 31, 2020 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule imposes certain reporting obligations on U.S. Securities and Exchange Commission (“SEC”) issuers whose manufactured products contain certain minerals which are necessary to the functionality or production of their products. These minerals are cassiterite, columbite-tantalite (coltan), gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten (“3TG” or “Conflict Minerals”). The Rule focuses on 3TG emanating from the Democratic Republic of the Congo (“DRC”) region and nine adjoining countries (together, the “Covered Countries”). If an issuer has reason to believe that any of the Conflict Minerals in their supply chain may have originated in the Covered Countries, or if they are unable to determine the country of origin of those Conflict Minerals, then the issuer must exercise due diligence on the Conflict Minerals’ source and chain of custody and submit a CMR to the SEC that includes a description of those due diligence measures.
This CMR relates to the process undertaken for Brooks products that were manufactured, or contracted to be manufactured, during calendar year 2020 and that contain Conflict Minerals.
Executive Summary
Brooks performed a Reasonable Country of Origin Inquiry (RCOI) on suppliers believed to provide Brooks with materials or components containing 3TGs necessary to the manufacturing of Brooks’ products. Brooks’ suppliers identified 336 valid smelters and refineries (“smelters”). Of these 336 smelters, Brooks identified 43 as sourcing (or there was a reason to believe they may be sourcing) from the Covered Countries. Brooks’ due diligence review indicated that 33 of these smelters have been audited and are conformant to the Reasonable Minerals Assurance Process (“RMAP”). The remaining 10 smelters were subject to Brooks’ risk mitigation process according to the OECD Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High-Risk Areas (OECD Due Diligence Guidance).
Company Management Systems
Brooks established strong management systems according to Step 1 of the OECD Due Diligence Guidance. Brooks’ systems included
| ● | Step 1A - Adopt, and clearly communicate to suppliers and the public, a company policy for the supply chain of minerals originating from conflict-affected and high-risk areas. |
| ● | Implemented a conflict minerals policy |
| ● | Policy made publicly available |
| ● | http://www.brooks.com/company/about-brooks/~/media/Files/Sustainability/Brooks_Policy_Conflict_Minerals.pdf |
| ● | Policy communicated directly to suppliers as part of RCOI process |
| ● | Step 1B - Structure internal management to support supply chain due diligence |
| ● | Maintained an internal cross functional team to support supply chain due diligence |
| ● | Appointed a member of the senior staff with the necessary competence, knowledge, and experience to oversee supply chain due diligence |
| ● | Applied the resources necessary to support the operation and monitoring of these processes including internal resources and external consulting support. |
| ● | Step 1C - Establish a system of transparency, information collection and control over the supply chain |
| ● | Implemented a process to collect required supplier and smelter RCOI and due diligence data. Full details on the supply chain data gathering are included in the RCOI and due diligence sections of this Report. |
| ● | Step 1D - Strengthen company engagement with suppliers |
| ● | Directly engaged suppliers during RCOI process. |
| ● | Reviewed supplier responses as part of RCOI process. |
| ● | Added conflict minerals compliance to new supplier contracts and Brooks’ supplier code of conduct. |
| ● | Implemented a plan to improve the quantity and quality of supplier and smelter responses year over year. |
| ● | Step 1E - Establish a company and/or mine level grievance mechanism. |
| ● | Recognized the RMAP’s three audit protocols for gold, tin/tantalum, and tungsten as valid sources of smelter or mine level grievances. |
| ● | Brooks’ ethics violations reporting system allows employees to voice confidentially without any fear of retribution, any concerns with the violations of the Brooks’ conflict minerals policy |
Reasonable Country of Origin Inquiry (RCOI)
Brooks designed its RCOI process in accordance with Step 2A and 2B of the OECD Due Diligence Guidance. Brooks’ RCOI process involved two stages:
| ● | Stage 1 - Supplier RCOI (Step 2A of the OECD Due Diligence Guidance) |
| ● | Stage 2 - Smelter RCOI (Step 2B of the OECD Due Diligence Guidance) |
Supplier RCOI
Brooks designed its supplier RCOI process to identify, to the best of Brooks’ efforts, the smelters in Brooks’ supply chain in accordance with Step 2A of the OECD Due Diligence Guidance. Brooks’ supplier RCOI process for the 2020 reporting period included the following
| • | Developing a list of suppliers providing 3TG containing components to Brooks. |
| • | Contacting each supplier and requesting the industry standard Conflict Minerals Reporting Template (“CMRT”) including smelter information. |
| • | Reviewing supplier responses for accuracy and completeness. |
| • | Amalgamating supplier provided smelters into a single unique list of smelters meeting the definition of a smelter under one of three industry recognized audit protocols. |
| • | Reviewing the final smelter list (and compared it to industry peers) to determine if Brooks identified reasonably all of the smelters in their supply chain. |
For the 2020 reporting period, Brooks’ RCOI process was executed by Claigan Environmental Inc. (“Claigan”).
Brooks’ suppliers identified 336 smelters in their supply chain. The specific list of smelters is included in the Smelter and Refineries section at the end of this report.
Smelter RCOI
Due to the overlap between supplier RCOI and smelter due diligence, the smelter RCOI process is summarized in the due diligence section of this report.
Due Diligence
Brooks’ Due Diligence Process was designed in accordance with the applicable sections of Steps 2, 3, and 4 of the OECD Due Diligence Guidance.
Smelter RCOI and Due Diligence
Brooks’ smelter RCOI and due diligence process were designed to
| • | Identify the scope of the risk assessment of the mineral supply chain (OECD Step 2B). |
| • | Assess whether the smelters/refiners have carried out all elements of due diligence for responsible supply chains of minerals from conflict-affected and high-risk areas (OECD Step 2C). |
| • | Where necessary, carry out, including through participation in industry-driven programs, joint spot checks at the mineral smelter/refiner’s own facilities (OECD Step 2D). |
Brooks’ smelter RCOI and Due Diligence Process included the following -
| • | For each smelter identified in Brooks’ supply chain |
| • | Brooks attempted direct engagement with the smelter to determine whether or not the smelter sources from the DRC or surrounding countries |
| • | For smelters that declared directly (e.g. email correspondence, publicly available conflict minerals policy, or information available on their website) or through their relevant industry association that they did not source from the DRC or surrounding countries, and were not conformant to the RMAP, Brooks reviewed publicly available information to determine if there was any contrary evidence to the smelter’s declaration. The sources reviewed included |
| • | Public internet search (Google) of the facility in combination with each of the Covered Countries |
| • | Review of specific NGO publications. NGO publications reviewed included |
| • | Enough Project |
| • | Global Witness |
| • | Southern Africa Resource Watch |
| • | Radio Okapi |
| • | The most recent UN Group of Experts report on the DRC |
| • | For smelters that did not respond to direct engagement, Brooks reviewed publicly available sources to determine if there was any reason to believe that the smelter may have sourced from the Covered Countries during the reporting period. |
| • | Brooks reviewed the same sources as those used to compare against smelter sourcing declarations. |
| • | For high risk smelters (smelters that are sourcing from or there is reason to believe they may be sourcing from the Covered Countries) and are not conformant to the RMAP, Brooks communicates the risk to a designated member of senior management (OECD Step 3A) and conducts risk mitigation on the smelter according to OECD Step 3B. |
For the 2020 reporting period, Brooks’ smelter RCOI and Due Diligence process was executed by Claigan.
Brooks’ suppliers identified 336 smelters. Brooks identified 43 smelters that source, or there is a reason to believe they may source, from the Covered Countries. Brooks determined that 33 of these 43 smelters have been audited and are conformant to the RMAP. Brooks conducted risk mitigation on the remaining 10 smelters.
Risk Mitigation
Brooks conducted risk mitigation on 10 smelters that were not conformant to the RMAP. Brooks’ risk mitigation was designed in accordance with Step 3B of the OECD Due Diligence Guidance and was reported to the Vice President and General Counsel, in accordance with Step 3A of the OECD Due Diligence Guidance. Brooks’ risk mitigation process included the following -
| • | Additional due diligence to determine if there was any reason to believe the applicable smelter directly or indirectly finance or benefit armed groups in the DRC or adjoining countries. |
| • | Verifying with internal stakeholders and relevant suppliers whether 3TGs from the applicable smelter were actually in Brooks’ supply chain in the 2020 reporting period. |
| • | Direct engagement with the high-risk smelter to verify risk and to encourage the smelter to become conflict free. |
Risk mitigation was required for 10 smelters verified by suppliers likely to be in Brooks’ supply chain.
Gold Refineries – United Arab Emirates (Four in UAE)
Brooks does not currently have reason to believe that these four smelters benefited or financed the armed groups in the covered countries during the reporting period. Brooks is continuing to work with its suppliers who source from these smelters to adequately address the removal of these smelters from its supply chain.
Gold Refinery – Belgium
Brooks does not currently have reason to believe that this smelter benefited or financed the armed groups in the covered countries during the reporting period. Brooks is continuing to work with its suppliers who source from this smelter to adequately address the removal of this smelter from its supply chain.
Gold Refinery – Sudan
Brooks does not currently have reason to believe that this smelter benefited or financed the armed groups in the covered countries during the reporting period. Brooks is continuing to work with its suppliers who source from this smelter to adequately address the removal of this smelter from its supply chain.
Gold Refinery – Uganda
Reports published in 2017 and 2018 allege that this refinery is linked to gold smuggled from the DRC. While the smelter denied these allegations and claimed to seek 3rd party confirmation of their sourcing practices, they have yet to appear on the RMAP Active list. Brooks is continuing to work with its suppliers who source from this smelter to adequately address the removal of this smelter from its supply chain.
Gold Refinery - Zimbabwe
Brooks does not currently have reason to believe that this smelter benefited or financed the armed groups in the covered countries during the reporting period. Brooks is continuing to work with its suppliers who source from this smelter to adequately address the removal of this smelter from its supply chain.
Gold Refineries – India (Two in India)
Brooks does not currently have reason to believe that these two smelters benefited or financed the armed groups in the covered countries during the reporting period. Brooks is continuing to work with its suppliers who source from this smelter to adequately address the removal of this smelter from its supply chain.
Improvement Plan
Brooks is taking and will continue to take the following steps to improve the due diligence conducted to further mitigate risk that the necessary conflict minerals in Brooks’ products could directly or indirectly benefit or finance armed groups in the Covered Countries:
| a. | Including a conflict minerals clause in all new and renewing supplier contracts. |
| b. | Continuing to drive our suppliers to obtain current, accurate, and complete information about the smelters in their supply chain. |
| c. | Engaging smelters sourcing from the Covered Countries to be audited and certified to a protocol recognized by the RMAP. |
| d. | Follow up in 2021 on smelters requiring risk mitigation, but not removal from Brooks’ supply chain. |
Smelters and Refineries
Below are the smelters reported to Brooks’ as likely in Brooks’ supply chain in the 2020 reporting period.
Forty-three of the smelters above declared to be sourcing or there was reason to believe are sourcing from the Covered Countries. Under the SEC Final Rule, the requirement is to identify whether or not a smelter is sourcing from the Covered Countries; there is no requirement to identify the specific covered country by the smelter. Given the limitation on the specificity of the smelters’ disclosures, the identified Covered Countries are The Democratic Republic of the Congo, Rwanda, Burundi, Uganda, and Tanzania.
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