Conflict Minerals/Responsible Minerals Supply Chain Policy

Document Owner: Vendor Management Services Ltd – Senior Management / Vendor Management

Version: 1.0 

Effective Date: 13 August 2026

Review Date: 13 August 2027, or earlier where there is a material legal, regulatory or business change

Applies to: Employees, contractors, relevant business functions, suppliers and other relevant third parties within the scope of this Policy

Status: Approved Policy – subject to internal approval in accordance with the Company’s governance arrangements

Purpose

Vendor Management Services Ltd (“VMS”, “we”, “us” or “the Company”) is committed to responsible sourcing, respect for human rights and ethical business practices throughout its operations and supply chain. This Policy sets out the standards and controls VMS will use to identify, assess, prevent and mitigate risks associated with tin, tantalum, tungsten and gold (“3TG”) sourced from conflict-affected and high-risk areas (“CAHRAs”).

The Policy is designed for an Irish business and is aligned with Regulation (EU) 2017/821, the Irish European Union (Certain Minerals from Conflict Zones – Tin, Tantalum, Tungsten, their Ores and Gold) (Supply Chain Obligations) Regulations 2021 (S.I. No. 16/2021), and the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.

Scope and Applicability

This Policy applies to VMS’s procurement, vendor-management and supply-chain activities where products, components, materials or services may contain or involve 3TG, and to suppliers and other relevant business partners in the Company’s supply chain.

VMS will apply this Policy proportionately to its role in the supply chain. Where VMS directly imports minerals or metals covered by Regulation (EU) 2017/821 into the European Union and the applicable annual import thresholds are met, VMS will comply with the mandatory Union-importer due-diligence requirements. Where VMS is a downstream economic operator or is managing vendors rather than directly importing covered minerals or metals, VMS will use this Policy as its responsible-sourcing standard and will require relevant suppliers to provide appropriate information, assurances and cooperation.

  • This Policy covers tin, tantalum, tungsten and gold (3TG), including relevant ores and metals within the scope of the EU Regulation.
  • The Policy is not limited to the Democratic Republic of the Congo (DRC) or neighbouring countries. It applies to risks associated with any CAHRA.
  • The Company will not discriminate against responsible sourcing from CAHRAs solely because an area is classified as high-risk; the objective is responsible, risk-based sourcing and mitigation.

Legal and Standards Framework

VMS will operate this Policy with reference to:

  • Regulation (EU) 2017/821 on supply-chain due diligence obligations for Union importers of tin, tantalum and tungsten, their ores, and gold originating from CAHRAs.
  • Ireland’s S.I. No. 16/2021 – European Union (Certain Minerals from Conflict Zones – Tin, Tantalum, Tungsten, their Ores and Gold) (Supply Chain Obligations) Regulations 2021.
  • The OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including its five-step risk-based due-diligence framework and model supply-chain policy.
  • Applicable United Nations sanctions and relevant Irish and EU laws relating to human rights, forced labour, child labour, bribery, corruption, money laundering, sanctions and other unlawful conduct.

Nothing in this Policy limits or replaces any legal obligation that applies directly to VMS. Where a law or regulatory requirement is stricter than this Policy, the legal or regulatory requirement will prevail.

Policy Commitments

VMS will not tolerate, profit from, assist, facilitate or contribute to serious adverse impacts connected with the extraction, transport, trade or handling of minerals in its supply chain, including:

  • torture or cruel, inhuman or degrading treatment;
  • forced or compulsory labour;
  • the worst forms of child labour;
  • gross and systematic human-rights abuses, including widespread sexual violence;
  • war crimes, crimes against humanity or other serious violations of international humanitarian law;
  • direct or indirect support to non-state armed groups, including illegal control of mines, transportation routes or trading points, illegal taxation, extortion or forced labour;
  • direct or indirect support to public or private security forces where their presence or conduct is inconsistent with responsible sourcing standards, including where they illegally control or tax mines, transportation routes or trading points;
  • bribery, fraudulent misrepresentation of the origin of minerals, money laundering or failure to pay legally required taxes, fees and royalties to governments; and
  • other conduct identified by the OECD Due Diligence Guidance or applicable law as a significant supply-chain risk.

Where VMS identifies a serious risk, it will seek to prevent or mitigate the risk through proportionate, measurable actions. Where mitigation is unsuccessful, not feasible or unacceptable, VMS may suspend or discontinue the relevant supplier relationship or sourcing activity.

Supplier and Vendor Expectations

VMS expects relevant suppliers and vendors to:

  • adopt and communicate a responsible-minerals policy consistent with this Policy and the OECD model supply-chain policy;
  • identify whether products or materials supplied to VMS contain 3TG and, where relevant, identify the source and chain of custody;
  • conduct risk-based due diligence on their own supply chains and extend appropriate expectations to their suppliers;
  • provide accurate and sufficiently detailed information on mineral origin, suppliers and, where relevant, smelters and refiners;
  • use reasonable efforts to source 3TG responsibly and from legitimate, transparent and responsible supply chains;
  • cooperate with VMS’s information requests, risk assessments, audits and remediation activities;
  • promptly disclose material changes, concerns or credible allegations concerning the origin or sourcing of 3TG supplied to VMS; and

maintain appropriate records supporting their responsible-sourcing representations and due diligence.

Management System and Accountability

Senior Management will retain overall oversight of this Policy and will designate appropriate responsibility for implementation. Relevant functions may include Vendor Management, Procurement, Compliance, Legal, Risk and Finance, as appropriate to VMS’s organisational structure.

  • The Policy will be communicated to relevant suppliers and made publicly available on the Company website.
  • The Policy will be incorporated into relevant supplier onboarding, tendering, contractual and vendor-review processes where proportionate.
  • Responsible personnel will receive appropriate information or training to identify and escalate responsible-minerals risks.
  • Relevant due-diligence records will be retained for at least five years where required by applicable law and otherwise for a period appropriate to the risk and the Company’s record-retention requirements.
  • VMS will maintain a documented process for escalating material risks to Senior Management.

Supply Chain Traceability and Information

Where 3TG is relevant to VMS’s activities, the Company will seek sufficient information to understand the supply chain and assess risk. Depending on VMS’s position in the supply chain, information may include:

  • description, trade name and type of mineral or metal;
  • supplier name and address;
  • country of origin and, where relevant, mine or area of origin;
  • quantities and dates of extraction where available;
  • locations where minerals are consolidated, traded, processed or exported, where relevant;
  • names and locations of smelters and refiners in the supply chain, where relevant;
  • evidence of independent third-party audits or recognised due-diligence schemes, where available; and
  • information on taxes, fees and royalties and other relevant supply-chain information where required to assess identified risks.

Risk Identification, Assessment and Mitigation

VMS will use a risk-based approach. Risk assessment will consider, as appropriate, the source and origin of 3TG, the identity and practices of suppliers, smelters and refiners, the presence of armed conflict or other high-risk conditions, human-rights concerns, governance and corruption risks, and the reliability of available information.

  1. Collect and assess relevant supply-chain information.
  2. Compare the information against this Policy, applicable law and OECD responsible-sourcing standards.
  3. Classify and prioritise identified risks according to severity, likelihood and VMS’s ability to influence the relevant supplier or actor.
  4. Report material findings to designated Senior Management.
  5. Develop a documented risk-mitigation plan with measurable actions, responsibilities and review dates.
  6. Monitor mitigation and reassess the risk where circumstances change.
  7. Where mitigation fails or a serious risk cannot responsibly be addressed, consider suspension or disengagement.

Third-Party Audit and Assurance

Where VMS is legally required to obtain an independent third-party audit under Regulation (EU) 2017/821, it will ensure that the audit covers the relevant management system, risk management and disclosure arrangements and meets the applicable requirements for independence, competence and accountability.

Where VMS is not directly subject to that importer audit requirement, it may use supplier audit reports, recognised due-diligence schemes, smelter/refiner assurance and other credible evidence as part of its risk assessment.

Grievance and Whistleblowing

VMS will maintain or provide access to an appropriate grievance or whistleblowing channel through which employees, suppliers, workers, affected communities and other relevant stakeholders may raise good-faith concerns regarding responsible-minerals sourcing or other serious supply-chain risks.

  • Reports will be handled confidentially to the extent reasonably possible.
  • Retaliation against a person who raises a concern in good faith is prohibited.
  • Concerns will be assessed and escalated according to their seriousness, with appropriate corrective or remedial action taken where warranted.

Where VMS is not directly subject to that importer audit requirement, it may use supplier audit reports, recognised due-diligence schemes, smelter/refiner assurance and other credible evidence as part of its risk assessment.

Reporting and Public Disclosure

VMS will publish this Policy on its website and will communicate it to relevant suppliers. Where VMS is a Union importer subject to the applicable EU Regulation, it will meet the Regulation’s disclosure requirements, including any required annual public reporting on supply-chain due diligence policies and practices and any information required by the Irish competent authority.

Public disclosures will respect legitimate business confidentiality, personal data protection and other applicable legal requirements.

  • Reports will be handled confidentially to the extent reasonably possible.
  • Retaliation against a person who raises a concern in good faith is prohibited.
  • Concerns will be assessed and escalated according to their seriousness, with appropriate corrective or remedial action taken where warranted.

Where VMS is not directly subject to that importer audit requirement, it may use supplier audit reports, recognised due-diligence schemes, smelter/refiner assurance and other credible evidence as part of its risk assessment.

Non-Compliance and Corrective Action

Where a supplier does not meet this Policy or provides inadequate or unreliable information, VMS may, depending on the circumstances:

  • request clarification, supporting evidence or a corrective-action plan;
  • increase monitoring or conduct additional due diligence;
  • require measurable remediation within a defined timeframe;
  • suspend sourcing, purchasing or the supplier relationship while remediation is pursued; or
  • terminate or discontinue the relevant relationship where serious risks remain unmitigated or the supplier fails to cooperate.

Public disclosures will respect legitimate business confidentiality, personal data protection and other applicable legal requirements.

  • Reports will be handled confidentially to the extent reasonably possible.
  • Retaliation against a person who raises a concern in good faith is prohibited.
  • Concerns will be assessed and escalated according to their seriousness, with appropriate corrective or remedial action taken where warranted.

Where VMS is not directly subject to that importer audit requirement, it may use supplier audit reports, recognised due-diligence schemes, smelter/refiner assurance and other credible evidence as part of its risk assessment.

Records and Review

VMS will retain relevant responsible-minerals due-diligence records, including supplier information, risk assessments, communications, remediation plans, audit evidence and disclosures, in accordance with applicable legal requirements and the Company’s record-retention procedures.

This Policy will be reviewed at least annually and sooner where there are material changes to legislation, regulatory guidance, VMS’s business activities, supply-chain risk or the Company’s organisational structure.

Definitions

3TG: Tin, tantalum, tungsten and gold.

CAHRA: Conflict-Affected and High-Risk Area: an area characterised by armed conflict, widespread violence or other risks of harm to people, including political instability, institutional weakness, insecurity, collapse of civil infrastructure or widespread human-rights abuses, consistent with the OECD framework.

Due diligence: An ongoing, proactive and reactive process through which a company identifies, assesses, prevents, mitigates and accounts for how it addresses actual and potential adverse impacts in its supply chain.

Smelter / Refiner: An entity that processes minerals into metals or otherwise performs the relevant smelting or refining function in the supply chain.

Union importer: An importer falling within the scope of Regulation (EU) 2017/821, subject to its definitions, product scope and applicable annual volume thresholds.

This Policy will be reviewed at least annually and sooner where there are material changes to legislation, regulatory guidance, VMS’s business activities, supply-chain risk or the Company’s organisational structure.

Reference Documents

  • Regulation (EU) 2017/821 of the European Parliament and of the Council of 17 May 2017.
  • European Union (Certain Minerals from Conflict Zones – Tin, Tantalum, Tungsten, their Ores and Gold) (Supply Chain Obligations) Regulations 2021 (S.I. No. 16/2021).
  • OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including Annex II Model Supply Chain Policy.
  • Relevant guidance and information issued by the Irish Kimberley Process and Responsible Minerals Authority (KPRMA).