UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized
Disclosure Report
(Exact Name of Registrant as Specified
in Its Charter)
TAIWAN, REPUBLIC OF CHINA |
001-31335 |
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1 LI-HSIN ROAD 2
HSINCHU SCIENCE PARK
HSINCHU, TAIWAN
REPUBLIC OF CHINA
(Address of principal executive offices)
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Andy Yang
Chief Financial Officer
1 Li-Hsin Road 2
Hsinchu Science Park
Hsinchu, Taiwan
Republic of China
Telephone No.: +886-3-500-8800
Facsimile No.: +886-3-564-3370
Email: IR@auo.com
(Name and telephone, 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:
| S | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) under the Exchange Act for the reporting period from January
1 to December 31, 2014. |
Section 1 – Conflict Minerals Disclosure
ITEM 1.01 Conflict Minerals Disclosure and Report
The following should be read in conjunction with the definitions
contained in the Securities and Exchange Commission (“SEC”) instructions to Form SD and related rules.
With respect to conflict minerals necessary to the functionality
or production of products manufactured by AU Optronics Corp. (“we,” “us” or “our”), or contracted
by us to be manufactured, and required to be reported on Form SD for 2014 (collectively, “CMs”), we conducted in good
faith a country of origin inquiry that we believe was reasonably designed to determine whether any of the CMs originated in the
Democratic Republic of the Congo or an adjoining country (“Covered Countries”) or were from recycled or scrap sources.
For a description of our country of origin inquiry, please see the discussion in Exhibit 1.02 of the measures we took to exercise
due diligence (of which such inquiry was a part), which discussion is incorporated herein by reference.
To the extent we know or have reason to believe that the CMs
originated, or may have originated, in the Covered Countries and may not have been from recycled or scrap sources, we exercised
due diligence on the source and chain of custody of the CMs as required by the SEC rules. In exercising due diligence, we were
not able to determine whether the CMs that originated, or may have originated, in the Covered Countries directly or indirectly
financed or benefitted armed groups. Based on our good faith country of original inquiry and due diligence on the source and chain
of custody of the CMs, we made the determination that the CMs are underterminable origin. For further information, please refer
to Exhibit 1.02.
The disclosures contained in this Form SD are available on our
website, http://auo.com/?sn=161&lang=en-US. The website and the information accessible through it are not incorporated into
this specialized disclosure report.
ITEM 1.02 Exhibit
The registrant’s Conflict Minerals Report required by
Item 1.01 is attached hereto as Exhibit 1.02.
ITEM 2.01 Exhibits
Exhibit 1.02 - Conflict Minerals Report as required by Items
1.01 and 1.02 of this Form.
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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AU OPTRONICS CORP. |
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By: |
/s/ Shuang-Lang (Paul) Peng |
Name: |
Shuang-Lang (Paul) Peng |
Title: |
Chairman and President |
Date: May 28, 2015
Exhibit 1.02
Conflict Minerals Report of AU Optronics
Corp.
for the Year Ending December 31, 2014
Terms defined in Item 1.01 of Form SD have the meanings set
forth therein unless specified otherwise herein. This Conflict Minerals Report is available on our website, http://auo.com/?sn=161&lang=en-US.
During 2011-2014, we established management systems and due
diligence procedures (our “CM Process”) as a basis for supply-chain management and disclosure compliance relating to
CMs. We designed the CM Process with the intent to conform in all material respects relevant to the disclosure requirements adopted
under Section 13(p) of the Securities Exchange Act of 1934, with the OECD Due Diligence Guidance for Responsible Supply Chains
of Minerals from Conflict-affected and High-Risk Areas (Second Edition). The design of the CM Process included the following:
| · | a policy intended to identify, assess, mitigate and respond to risks, which includes steps such as supply chain surveys, training,
supplier and smelter encouragement. Such policy is applicable across our Company; |
| · | an organizational structure and processes intended to ensure that our direct suppliers of CMs and each third-party manufacturer
of our products that may contain CMs (collectively, “Suppliers”) were made aware of our policy on CMs and that information
received by us that is relevant to supply-chain due diligence reaches our employees who have knowledge of the SEC disclosure; |
| · | a process, which uses a reporting tool and data gathered by an electronics industry initiative (described below), to achieve
control and transparency over our CM supply chain and identify the risk that our products may contain CMs financing or benefiting
armed groups in any Covered Country; |
| · | an assessment by the internal team and management of the risk identified through the process described above; |
| · | a mechanism for Suppliers and others to communicate to us their concerns with respect to our CM Process; |
| · | reliance on the electronics industry initiative described below to validate supply chain due diligence; and |
| · | public reporting of the results of our due diligence. |
Our ability to determine the origin and chain of custody of
our CMs, and whether they directly or indirectly finance or benefit armed groups in any Covered Country (the “Conflict Status”),
is limited. Our supply chain for CMs is complex. In most cases, we are several steps remote from the mining and smelting or refining
of CMs. Of necessity, we depend on information from Suppliers that may themselves purchase CMs from persons other than the miner,
smelter or refiner of CMs.
To gain insight into the country of origin, chain of custody
and Conflict Status of our CMs, we relied primarily on the Conflict Free Smelter Assessment Program (CFSP) of the Extractives Work
Group of the Electronics Industry Citizenship Coalition (EICC) and Global e-Sustainability Initiative (GeSI). As described by EICC/GeSI,
CFSP is a voluntary program in which an independent third party evaluates smelter and refiner procurement activities and determines
whether the smelter or refiner demonstrated that all the materials they processed originated from conflict-free sources. CFSP is
in operation and under continuous development, however, as it is not a mandatory program, there is no assurance CFSP has all data
and information of all smelters and refiners, and no other system was in place on which we could exclusively rely to determine
whether the CMs originated in the Covered Countries and if so, whether they financed or benefitted armed groups in any Covered
Country.
The measures we took to exercise due diligence on the source
and chain of custody of our CMs were as follows:
| · | communicating our CM policy to Suppliers; |
| · | directing Suppliers to provide information concerning smelters and refiners in their supply chains by completing and sending
us the Conflict Minerals Reporting Template (referencing a tool developed by the EICC/GeSI Extractives Work Group that provides
a common means of collecting information on the source of conflict minerals); |
| · | analyzing Suppliers’ Conflict Minerals Reporting Template responses for completeness and internal consistency and following
up with Suppliers in effort to get more information; |
| · | comparing the information received from Suppliers with the data made available by the CFSP concerning the country of origin
and Conflict Status of CMs processed or refined by smelters or refiners; and |
| · | reviewing publicly available source materials, such as publications of the United Nations, if we were unable to determine,
on the basis of the information provided by Suppliers and CFSP data, (i) the facility and country of origin of the CMs supplied
to us, and (ii) whether the CMs were from recycled or scrap resources. |
On the basis of our due diligence, we found with respect to
each of our products that the information we had gathered had failed to clarify the county of origin of at least one of the CMs
contained in the product, and we are unable to determine, after exercising due diligence, whether or not such product qualifies
as “DRC conflict free”. For further information about our products, please see Item 4 of our annual report on Form
20-F for the year ending December 31, 2014, which is incorporated herein by reference.
Our efforts to determine the mine or location of origin of the
CMs follow the due diligence measures described above. The statements above are based on our due diligence performed in good faith
and the infrastructure and information available at the time. As a consequence, we have been unable to determine the origins of
our products.
We have taken, or will take, the following steps since the period
covered by this Report to mitigate the risk that our CMs financed or benefitted armed groups in the Covered Countries:
| · | attempt to increase the response rate of Suppliers to our information requests; |
| · | encourage Suppliers to source from smelters and refiners in the CFSP; |
| · | encourage Suppliers to urge those smelters and refiners in their supply chain to participate in the CFSP if they are not participating
already; |
| · | encourage Suppliers to formulate their CMs management system in accordance with OECD guidelines; |
| · | conduct audit on Suppliers’ CMs management to monitor their progress of improvement; |
| · | provide assistance on training and information sharing of CMs to our Suppliers; and |
| · | enhance the implementation and communication of CMs management in us and our subsidiaries and hold regular internal training
in connection with CMs management. |
We have not included an independent private sector audit as
part of this Conflict Minerals Report, because we determined that all of our products were conflict underterminable and were not
able to determine that any CMs necessary to the functionality or production of any of our products directly or indirectly financed
or benefitted armed groups in any Covered Country.
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