UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SD

Specialized Disclosure 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Section 1 — Conflict Minerals Disclosure

 

Item 1.01Conflict Minerals Disclosure and Report

 

As required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD, a Conflict Minerals Report is provided as an Exhibit to this Form SD and is available at www.thetorocompany/ConflictMineralsReport .  The information contained on our websites or connected to our websites is not incorporated by reference into this Form SD or our Conflict Minerals Report and should not be considered part of this Form SD or the Conflict Minerals Report.

 

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

 

 

 

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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.

 

 

 

 

 

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Exhibit 1.01

Conflict Minerals Report

 

 

The Toro Company (“Toro”) has included this Conflict Minerals Report as an exhibit to its Form SD as required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and Form SD (the "Conflict Minerals Rule").

 

As used herein, Conflict Minerals, or 3TG, are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin, and tungsten, without regard to their location of origin, as provided for in the Conflict Minerals Rule.  

 

Toro followed the criteria set forth in the Organization for Economic Co-operation and Development's (the "OECD") Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, as supplemented by the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Second Edition 2013) (collectively, the “OECD Guidance") to establish its company management systems, to conduct its reasonable country of origin inquiry (“RCOI”) and for its due diligence measures relating to 3TG, as discussed below.

 

 

 

Toro has a Conflict Minerals Policy that is communicated to our direct suppliers and available under the Product Safety and Sustainability page of our website at www.thetorocompany.com/ConflictMineralsPolicy .

 

Our policy confirms that Toro is committed to complying with the Conflict Minerals Rule and expect our suppliers to support us in meeting our 3TG reporting obligations and to establish their own Conflict Minerals programs consistent with the OECD Guidance.  Suppliers who do not comply with the expectations and requirements set forth in our policy may be reviewed and evaluated accordingly for future business and sourcing decisions.  

 

Toro does not seek to embargo the sourcing of 3TG from the Democratic Republic of the Congo (“DRC”) region, nor does it expect its suppliers to do so.

 

 

Toro created a team of senior staff under the Vice President, Treasurer and Chief Financial Officer, Vice President of Global Operations, and Vice President, Secretary and General Counsel responsible for oversight of Toro’s Conflict Minerals compliance strategy.  The following functional areas were represented on the working group: Finance, Legal, Information Services and Sourcing. Relevant internal personnel was educated on the Conflict Minerals Rule, the OECD Guidance, Toro's compliance plan and reviewing and validating supplier responses to Toro inquiries.  

 

We report the findings of our supply chain risk assessment to our internal management team.

 

 

Toro is a member of the Responsible Minerals Initiative (“RMI”) and participates in the Twin Cities Conflict Minerals Task Force.  

 

 

Toro’s Supplier Terms of Commerce reflects our expectations regarding our suppliers’ efforts to support us in meeting our 3TG reporting obligations and address risks associated with 3TG sourcing.  We furnished to our suppliers the Conflict Minerals Reporting Template (“CMRT”) developed by the RMI and a link to the related training materials.  Toro utilized the CMRTs returned to us by our suppliers to identify smelters and refiners in our supply chain.    

 

 

Toro maintains records relating to Conflict Minerals due diligence, including records of due diligence processes, findings and resulting decisions, per Toro’s applicable record retention policies, which provides for retention of at least five years.  

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Toro has a mechanism for employees, suppliers and other interested parties to report violations of its Conflict Minerals Policy either through a hotline or confidential web form.  The contact information for the grievance mechanism is contained in our publicly available Conflict Minerals Policy at www.thetorocompany.com/ConflictMineralsPolicy .

 

 

In connection with its due diligence, Toro utilized information made available to RMI members concerning independent third-party audits of smelters and refiners.  Toro supports the development and implementation of independent third-party audits of smelters and refiners through its membership in the RMI.

 

 

Toro filed a Form SD and this Conflict Minerals Report with the Securities and Exchange Commission and the filing is available under the Product Safety and Sustainability page of our website www.thetorocompany.com/ConflictMineralsReport .  

 

 

 

Toro personnel determined which of its products were in-scope for purposes of the Conflict Minerals Rule through product specifications, bills of material, supplier inquiries and other information known to Toro.  We determined which suppliers were “high-risk” based on the likelihood of suppliers’ components containing 3TG and based on the suppliers’ relationship status with Toro.

 

 

Toro utilized the CMRT developed by the RMI to identify smelters and refiners in its supply chain.  We distributed the CMRT to our in-scope suppliers by email.  In the communication accompanying the CMRT, Toro communicated its expectations that the CMRT be completed and returned to Toro for review. We followed up by email or phone with suppliers that Toro deemed “high-risk” who did not submit a CMRT within the specified timeframe.  

 

 

Toro personnel reviewed the completed CMRTs and other responses received from suppliers.  We followed up by email or phone with Toro’s “high risk” suppliers that did not fully complete the CMRT or provided a non-conforming written response, requesting them to submit a revised CMRT.

  

 

Based on the information furnished by our suppliers and other information known to Toro, we assessed the risks of adverse impacts.  To the extent that a completed CMRT contained smelter or refiner information, Toro reviewed this information against an internally developed "red flags" list and the list of eligible smelters and refiners contained in the RMI member smelter database.  To the extent that an eligible smelter or refiner identified by a supplier was not certified as conformant or active by the RMI, Toro consulted publicly available information to attempt to determine whether that smelter or refiner obtained 3TG from sources that directly or indirectly financed or benefitted armed groups (as defined in the Conflict Minerals Rule) in the Democratic Republic of the Congo or an adjoining country.

 

If a supplier did not complete a template or did not otherwise provide a written response, submitted an incomplete template or submitted a template believed to contain errors or inaccuracies, the origin of the applicable 3TG contained in the products covered by the response was treated as "unknown origin.”  If a supplier provided a company-level declaration not specific to Toro's products, did not identify a smelter or refiner or an eligible smelter or refiner was not certified as conformant or active by the RMI, the origin of the applicable 3TG contained in the products covered by the response was treated as "unknown origin."

 

Toro’s Conflict Minerals Compliance Team reported the findings of its supply chain risk assessment to Toro’s Vice President, Treasurer and Chief Financial Officer, Vice President of Global Operations, and Vice President, Secretary and General Counsel.    

 

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Toro has adopted and implemented a risk management plan to respond to identified risks that includes recommending to Sourcing that suppliers receive point demerits on their Supplier Performance Evaluation (“SPE”) scorecard for not responding to our request to submit a CMRT within the specified timeframe or submitting an incomplete template or template containing numerous errors or inaccuracies.  

 

 

Toro followed the criteria set forth in the OECD Guidance to conduct its due diligence measures relating to 3TG.

 

 

The due diligence measures performed by Toro include comparing the smelter and refiner information received from our suppliers against the smelter database information available to RMI members to identify the audit status of smelters and refiners and the countries of origin of the 3TG sourced by conformant smelters and refiners.

 

For 2019, Toro has concluded that all of the Toro in-scope products in the categories indicated below contained 3TG of unknown origin:

 

 

 

We were unable to determine the origin of at least a portion of the necessary 3TG contained in each of the in-scope products that we manufactured in 2018.  However, as part of our reasonable country of origin inquiry, some of our suppliers identified to us smelters and refiners that may have processed the necessary 3TG contained in the in-scope products that we manufactured in 2018, as reflected in the table below.  Please see the notes accompanying the table for additional information concerning the data contained in the table.  Due to our position in the supply chain, we rely on our suppliers for accurate smelter and refiner information and our due diligence measures do not provide absolute certainty regarding the source of the necessary 3TG contained in the in-scope products that we manufacture.      

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Smelter and Refiner and Country of Origin Information¹

 

 

 

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