Assisting you in your journey to become conflict minerals compliant

Transcription

1 Assisting you in your journey to become conflict minerals compliant From Conflict to Comfort EY Services Introduction

2 Conflict Minerals The rule and its impact SEC Compliance Process Page 2 Step 1: Applicability Step 2: RCOI Step 3: Due diligence and Conflict Minerals Report Timing and transition period EY relevant competencies How EY Can Help Applicability, planning and Program development Program implementation and testing Reporting and assurance Assurance EY Technology Tools Credentials and Contacts

3 Understanding the rule and its impacts What are conflict minerals? Section 1502 of Dodd-Frank requires certain public companies to provide disclosures about the use of conflict minerals from the Democratic Republic of the Congo (DRC) and nine adjoining countries. Cassiterite: an ore of tin and commonly used in electronics (solder), plating and as a stabilizer in plastics Columbite-Tantalite or coltan : an ore of the element tantalum that is commonly used in the manufacture of various electronics Wolframite: an ore of tungsten that is commonly used in metal wire, electrical and welding applications Central Africa Republic Congo Republic Democratic Republic of the Congo (DRC) Angola Zambia South Sudan Uganda Tanzania Rwanda Burundi Gold: common uses are in jewelry and electronics Page 3

4 Understanding the rule and its impacts To whom does the law apply? Applies to all SEC registrants/issuers (including foreign issuers) that manufacture or contract to manufacture products where conflict minerals are necessary to the functionality or production of the product Does not apply to any conflict minerals outside the supply chain prior to January 31, 2013; this means companies do not need to report conflict minerals in their inventory or products before this date Products considered DRC conflict free if they do not contain minerals that directly or indirectly finance or benefit armed groups in covered countries Page 4

5 Understanding the rule and its impacts How does it impact the registrant s suppliers? A reporting company (client) that seeks to obtain reasonable assurance indicating the facility at which its conflict minerals were processed and demonstrating that those minerals are conflict-free, e.g. conflict-free designation of a processing facility by a recognized industry group supported by an independent private sector audit. conflict-free designation of an individual processing facility by an independent private sector audit that is made publicly available. The conflict minerals rule may create an incentive for some companies to structure their supply chain so that they can affirmatively determine that their conflict minerals originated outside of the covered countries. SEC Registrant could require that its suppliers of conflict minerals, or component parts or products containing conflict minerals, purchase them only from sources ultimately traceable to smelters and/or refiners who source only from outside covered countries. Companies may also consider requiring their direct suppliers to include clauses in their contracts with sub-suppliers, so as to oblige them to abide by the same requirements that the company is requiring of the direct supplier. Similar strong management system, controls and reporting mechanism required; risk that reactive or ineffective responses to info requests strain commercial relations. Page 5

6 Understanding the rule and its impacts Similar initiatives in the European Union? On March 27, 2013 the European Commission began collecting input from interested parties on a potential EU initiative for responsible sourcing of minerals. The scope of the consultation was much broader than Dodd-Frank, and looked for input on mineral sourcing from all conflict-affected areas, not just those in and around the DRC. A conference was held on June 3, 2013 in Brussels on the EU s imminent legislative proposal on conflict minerals. According to the European Commissioner for Trade, Karel De Gucht, a clear idea of the EU strategy could be expected soon. In a latest update February 2014 it was stated Work is currently underway to prepare a proposal for a comprehensive EU framework on responsible mineral sourcing in line with international guidelines. A draft of the legislation is expected in March. The proposal once published will not be final, as it still will need to undergo approval from EU lawmakers and governments. The geographic scope of an EU rule will almost certainly include additional countries from Myanmar over Afghanistan to Latin America. Minerals to be covered by an EU rule not likely to be expanded beyond the 3TG covered by the US rule. Page 6

7 Understanding the rule and its impacts To which industries does the law apply? Affected industries include: Technology, e.g., computers, electronics Manufacturers, e.g., tools, sporting equipment, jewelry, apparel (metallic gold yarn) Telecom, e.g., wiring and mobile phones Aerospace and defense, e.g., engine components Consumer products, e.g., canned goods Automotive, e.g., engine components Diversified industrial products, products using metals in manufacturing but not in the product itself Power and utilities, e.g., turbines in power plants Page 7

8 Downstream Upstream Mineral supply chain Hour glass of mineral/metal supply chain A C B The purpose of this slide is to demonstrate the hour glass nature of the overall mineral supply chain. The supply network from mine down to end user resembles an hour glass, with thousands of artisanal miners at one end supplying a few hundred smelters that then supply hundreds of thousands of intermediate metals fabricators and suppliers D A Artisanal, small-scale and large-scale miners B Consolidators E C Mineral exporters D International concentrate traders E E Mineral smelters/refiners F Refined goods F G Product component manufacturers H Original equipment manufacturers (OEMs) G H Source: A Critical analysis of the SEC and NAM economic impact modelas and the proposal of a third model in view of the implementation of Section 1502 of the 2010 Dodd-Frank Act by Tulane University and the university law school s Payson Center. Page 8

9 Conflict Minerals The rule and its impact SEC Compliance Process Page 9 Step 1: Applicability Step 2: RCOI Step 3: Due diligence and Conflict Minerals Report Timing and transition period EY relevant competencies How EY Can Help Applicability, planning and Program development Program implementation and testing Reporting and assurance Assurance EY Technology Tools Credentials and Contacts

10 The compliance process in a nutshell 1) Identify use of conflict minerals (Applicability) 2) Determine country of origin (RCOI) 3) Conduct Due Diligence and file CM Report Make good faith determination of whether any products manufactured or contracted to be manufactured contain conflict minerals and whether, for each product, such minerals are necessary to: 1. The functionality of the manufactured product 2. The product s production process No No action needed Yes Go to step 2 A good faith inquiry regarding the origin of the company s conflict minerals to determine whether there is reason to believe that its conflict minerals have originated from: 1. Outside the Covered Countries, or 2. Recycled or scrap sources Yes File Form SD only No Go to step 3 Conduct due diligence to determine the origin of the minerals using a nationally or internationally recognized due diligence framework (e.g. OECD) Does the due diligence show that the conflict minerals are from outside the covered countries or from scrap or recycled? Undetermined Yes No (transition period) Form SD only Form SD CM report Audit report Form SD and unaudited CM report Page 10

11 Applicability of Dodd Frank Act (Section 1502) The Dodd-Frank Act (Section 1502) has many areas which are open to interpretation, causing uncertainty as to how it applies to certain companies. The goal of the next slides is to gain an understanding of the applicability of the rule: Manufacturing Contract to manufacture Product Necessary to the functionality Necessary to the production Outside the supply chain exception Page 11

12 Manufacturing Discussion points What qualifies as manufacturing Assembling products out of materials, substances, or components that are not in raw material form Assembly of parts Industry applications Auto Electronics Assembly of components manufactured by others is subject to the rule What does not qualify as manufacturing Servicing, maintaining, repairing Importing, exporting, selling Solely mining Mining Not subject to the Rule if pure mining Page 12

13 Contract to manufacture What qualifies Contracting with others to manufacture components of their products Offering a generic product under own brand name or separate brand name with additional involvement in manufacturing Substantial influence or control over the manufacturing of a product not required What does not qualify Affixing brand to a generic product manufactured by a third party Specifying contract terms that do not directly relate to the manufacturing of the product (e.g. technical support) Grey areas Discussion points Degree of Influence that will be deemed to be contracting to manufacture Industry applications Telecoms operators Recent SEC Guidance declares that services, and products used to deliver services, are not subject to the rule Technology Companies Even though most outsource their manufacturing, they are clearly subject to the rule, even if assembling otherwise commodity parts Retailing Pure retailing not subject to the rule. However if a retailer specifies that gold must be included in a product it orders from a third party it is contracting to manufacture the product (even though this might not constitute substantial influence) Page 13

14 Product Discussion points What qualifies as a product anything that is put into the stream of commerce What does not qualify as a product demonstration or testing devices services, including products used to deliver them Industry applications Construction A building is put into the stream of commerce and would be considered a product Airlines Not subject to the rule: selling a service, though the plane would contain 3TG Freight and logistics Not subject to the rule a service Electronic/High Tech Anything that beeps, buzzes or glows is subject to the rule Page 14

15 Necessary to the functionality What qualifies Using a Conflict Mineral as a catalyst and any amount (even a trace amount) of that catalyst remains in the product Ornamentation, decoration or embellishment Even minute amounts of Conflict Minerals, as long as they are necessary to the functionality What does not qualify Conflict Mineral as a naturally-occurring byproduct or contaminant in the production process Conflict mineral not contained in a product or not added intentionally. Packaging Discussion points Industry applications Oil & Gas In petrochemicals, tin is often used as a catalyst Jewelry Subject to the rule: gold necessary to the functionality if the purpose is ornamentation Pharmaceuticals Steel Tin is a contaminant in most sheet steel. However, stainless steel and other alloys have tin or tungsten intentionally added Food & Beverages Packaging (medication flasks, beverage cans) would not be subject to the rule, even though it may be necessary to the functionality Page 15

16 Necessary to the production What qualifies Discussion points Using a Conflict Mineral as a catalyst What does not qualify Means of production and indirect equipment used to produce a product, such as computers and power lines Conflict Mineral as a naturally-occurring byproduct or contaminant in the production process Conflict mineral not contained in a product or not added intentionally. Industry applications Oil & Gas In petrochemicals, tin is often used as a catalyst Chemicals Mining chemicals, fertilizer, explosives, tar and gases but are they subject to the rule? Page 16

17 Outside the supply chain exception Conflict minerals are considered outside the supply chain if, by January 31, 2013, the minerals either Have been fully smelted (in the case of the three Ts and their corresponding minerals) or refined (in the case of gold) Are located outside the covered countries (DRC and 9 adjoining countries) For such products, the reporting company does not need to take any further action. This exception recognizes that determining the origin of minerals already at those points in the supply chain will probably be impossible. Page 17

18 Reminder: the compliance process in a nutshell 1) Identify use of conflict minerals (Applicability) 2) Determine country of origin (RCOI) 3) Conduct Due Diligence and file CM Report Make good faith determination of whether any products manufactured or contracted to be manufactured contain conflict minerals and whether, for each product, such minerals are necessary to: 1. The functionality of the manufactured product 2. The product s production process No No action needed Yes Go to step 2 A good faith inquiry regarding the origin of the company s conflict minerals to determine whether there is reason to believe that its conflict minerals have originated from: 1. Outside the Covered Countries, or 2. Recycled or scrap sources Yes File Form SD only No Go to step 3 Conduct due diligence to determine the origin of the minerals using a nationally or internationally recognized due diligence framework (e.g. OECD) Does the due diligence show that the conflict minerals are from outside the covered countries or from scrap or recycled? Undetermined Yes No (transition period) Form SD only Form SD CM report Audit report Form SD and unaudited CM report Page 18

19 Reasonable country of origin inquiry (RCOI) Guidance SEC Ruling does not specify the steps necessary to satisfy the RCOI inquiry requirement. An RCOI can differ among reporting companies based on the reporting companies size, products, relationships with suppliers or other factors. But it does include general standards governing the inquiry. RCOI rules/requirements: The inquiry must be reasonably designed to determine whether the issuer s conflict minerals originated in a covered country (or came from recycled or scrap sources). The inquiry must be performed in good faith. The issuer cannot ignore red flags (see examples next page) indicating that its conflict minerals originated in a covered country. It isn t necessary that an issuer hear back from all of its suppliers if it has made the reasonable inquiry in good faith and has a reasonable basis for concluding, based on the responses that it did receive, that its conflict minerals did not originate in a covered country. An issuer need not determine with absolute certainty whether conflict minerals originated in a covered country. Page 19

20 Reasonable country of origin inquiry (RCOI) Red flags (tin, tungsten and tantalum supplement) The minerals originate from or have been transported via a conflict-affected or high-risk area The minerals are claimed to originate from a country that has limited known reserves, likely resources or expected production levels of the mineral in question (i.e., the declared volumes of mineral from that country are out of line with its known reserves or expected production level) The minerals are claimed to originate from a country in which minerals from conflict-affected and high-risk areas are known to transit The company s suppliers or other known upstream companies have shareholder or other interests in companies that supply minerals from or operate in one of the above-mentioned red flag locations of mineral origin and transit Page 20

21 Reasonable country of origin inquiry (RCOI) Determining next steps When Conflict Minerals ARE NOT used: If after completing the RCOI the company finds: If the company KNOWS it did not originate in the covered countries or is from scrap, OR Has NO REASON TO BELIEVE that it came from covered countries or scrap/recycled sources THEN the company must disclose its determination, but still provide a brief explanation of the RCOI inquiry it undertook and the results of it on form SD When Conflict Minerals ARE used: If either of the following are true: If the company KNOWS or has reason to believe that minerals come from a covered country Or the company has reason to believe that the minerals may NOT have come from scrap THEN the company must undertake due diligence on the source and chain of custody of its conflict minerals and file a Conflict Minerals Report as an exhibit to Form SD. AND when the firm conducts due diligence, it must adhere to OECD Framework guidelines or other nationally or internationally recognized standard. Page 21

22 What is a due diligence framework? When the firm conducts due diligence, it must adhere to a nationally or internationally recognized standard. As of ruling date (Aug 2012) the only known framework for conflict minerals is the OECD Due Diligence Guidelines for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas Available on OECD website ( Companies must exercise good faith in conducting their due diligence and document the steps they took Page 22

23 Illustrating what may happen and what to do 0 Initial set of suppliers 1 Subset after applying filters 2 RCOI results 3 Due diligence Outside DRC control that the supplier s response is coherent? If yes, DRC Conflict Free on Form SD only Don t know what reasonable effort to improve visibility? No response what reasonable effort to obtain a response? File DRC Conflict Undeterminable during grace period DRC what policy or contractual clauses towards the supplier? File Not DRC conflict free/not been found to be DRC conflict free products In either case grey or red, the company must go on to describe the smelter or refiner used to process the conflict minerals in those products, the country of origin of the Page 23 minerals and the efforts to determine the mine or location of 2013 EY origin International with the greatest possible specificity. 4 Gradual improvement Outside DRC DRC Don t know No response Compliance will consist of progressively mitigating risks each year, and demonstrating undertaken efforts. Compliance costs can be limited with robust planning and project management.

24 Disclosures in the Conflict Minerals Report The conflict minerals report should include: a description of the nationally or internationally recognized due diligence framework the issuer used to determine the source and chain of custody of its conflict minerals a description of the facilities used to process the necessary conflict minerals in those products, if known the country of origin of the necessary conflict minerals in those products, if known the efforts to determine the mine or location of origin with the greatest possible specificity, and for a temporary grace period, a description of the issuer s products that are Undeterminable Page 24

25 Assurance of the Conflict Minerals Report When do you need a third-party audit? When due diligence required a conflict minerals report (not Form SD) or you have a conflict minerals report with status undeterminable for > 2 years. The audit does not opine on your conclusions regarding conflict minerals it only looks at your due diligence approach and whether it adheres to the framework guidelines. Work is to be completed by an independent auditor; can be financial auditor The SEC will accept an issuer's conflict minerals report whether it is audited using the GAGAS attestation standard or the performance audit standard Page 25

26 Conflict Minerals The rule and its impact SEC Compliance Process Page 26 Step 1: Applicability Step 2: RCOI Step 3: Due diligence and Conflict Minerals Report Timing and transition period EY relevant competencies How EY Can Help Applicability, planning and Program development Program implementation and testing Reporting and assurance Assurance EY Technology Tools Credentials and Contacts

27 Timing and transition periods Form SD covering prior year to be provided yearly by May 31 First form by 31 May 2014 The vast majority of companies will not be able to identify the origin of their conflict minerals especially in the early years of compliance Companies can claim DRC conflict undeterminable for 2 years (4 years for smaller companies <US$ 75mio public shares) However, you still need to file a Conflict Minerals Report Saying I don t know means you must move to Step 3 and file a Conflict Minerals report along with form SD Do not need to provide third party assurance during the grace period Companies are required to state all the steps taken in due diligence since the prior calendar year to mitigate the possibility its conflict minerals benefitted armed groups and must describe plans to improve due diligence so as to not report undeterminable status in future filings Page 27

28 Our understanding of the minimum necessary for being compliant The SEC will not be applying sanctions We believe the SEC understands the limits of the rule, and will not be seeking to sanction heavily, at least in the first two years where companies can disclose conflict undeterminable We believe that only companies which refuse to put in place any compliance process are at risk. as long as the company has a clear process and shows progress over the long-term. An upfront planning effort (~2 months) is the first condition for successful and cost-effective compliance. Depending on the company s level of progress, this may include elaborating: a compliance strategy, a CM policy, initial processes and controls, a governance structure, a communication plan, an initial mapping of suppliers and parts, a benchmark of similar companies, etc. Mere data gathering is not sufficient. A clear and auditable process, along with well-documented data and due diligence efforts, is suitable for compliance. The outcome of RCOI, especially in the first year, will most likely be disappointing, with a low rate of definitive supplier responses. Approaches have yet to be refined as to how supply chain due diligence should be conducted, and how much further than RCOI they should go. To remain compliant, the company will have to demonstrate, year after year, that its process is enhanced in order to achieve better and better supply chain visibility. Page 28

29 Conflict Minerals The rule and its impact SEC Compliance Process Page 29 Step 1: Applicability Step 2: RCOI Step 3: Due diligence and Conflict Minerals Report Timing and transition period EY relevant competencies How EY Can Help Applicability, planning and Program development Program implementation and testing Reporting and assurance Assurance EY Technology Tools Credentials and Contacts

30 Competencies for supporting CM process implementation EY Division: Advisory Performance Improvement (PI) Map company s (often complex) ERP systems Identify and exploit relevant data from engineering data systems (e.g. Bill Of Materials) and procurement data (purchase orders, suppliers) Supply chain advisory EY Division: Assurance and CaSS Provide insight on company s Conflict Minerals audit Process analysis Assurance EY Division: Cleantech and Sustainability Services (CaSS) Analyze processes, identify gaps with leading practices (e.g. OECD guidelines) and legal requirements (SEC rule) Develop an auditable CM process Forensics EY Division: Fraud Investigation and Dispute Services (FIDS) Harness vast quantities of data extracted from ERP systems Identify red flags (e.g. sensitive parts, incoherent / suspicious supplier RCOI responses, ) Page 30

31 Conflict Minerals The rule and its impact SEC Compliance Process Page 31 Step 1: Applicability Step 2: RCOI Step 3: Due diligence and Conflict Minerals Report Timing and transition period EY relevant competencies How EY Can Help Applicability, planning and Program development Program implementation and testing Reporting and assurance Assurance EY Technology Tools Credentials and Contacts

32 EY methodology and activities Overview of EY s approach to conflict minerals compliance Phase 1: Applicability, planning and Phase 2: Program development Phase 3: Program implementation and testing Phase 4: Reporting and assurance Phase 5: Assurance CM Report Phase 1 Applicability, planning and Phase 2 Program development Phase 3 Program implementati on and testing Phase 4 Reporting and assurance Phase 5 Assurance CM Report Conflict minerals methodology: phased approach vs. IDDES framework Page 32

33 Description Overview of EY s approach to conflict minerals compliance Key activities Outputs Phase 1 Applicability, planning and Phase 2 Program development Phase 3 Program implementation and testing Phase 4 Reporting and assurance Phase 5 Assurance CM Report For more information regarding the EY specific key activities and related outputs, please contact us. Contact details can be found at the end of this presentation. Page 33 Project management and constant communications Project lead and sponsorship reviews and guidance Technology

34 Why start in time? Although we expect many companies to conclude that a large proportion of their products are DRC conflict undeterminable, it is likely that a number of SEC registrants will reach a more definitive conclusion (i.e. DRC conflict free or not found to be DRC conflict free ) in respect of certain products. An audit will be required in respect of these products in the first two years. Irrespective of whether a formal audit is required in the first two years, leading practice will be to engage 3 rd party independent auditors of the CMR throughout the implementation process Although addressing specific assertions, the audit is required to consider the overall due diligence processes established by management in reaching their conclusions in the CMR. There is a large proportion of the overall audit activity that can and should be performed in year one! Page 34

35 Initial audit approach Audit timeline and touch points Client X workstreams 1. Establish management systems - Overall strategy - Stakeholder engagement plan - Risk mitigation plan 2. Identify and assess risk - Scoping - Product analysis - Supplier analysis - Pilot programs 3. Design and implement strategy - RCOI - Due dilignence - Independent third party smelter/refinery audits - Collect/validate data - Respond to challenges 4. Public reporting - Form SD - CMR Filing 31 May Initial gap assessment Gap analysis, F&R report, Tools and enablers Planning and risk identification Assessment of processes, risks and controls Substantive testing CMR audit preliminary stage CMR audit final stage F&R report, CMR opinion, Management letter Continuous engagement Leading practice, challenging implementation approach and key decisions from a fit for purpose point of view Audit activities Page 35

36 Potential CH1 and CH2 Services Potential Channel 1 services (EY external CMR auditor) Phase 1 Applicability, planning and Phase 2 Program development Phase 3 Program implementation and testing Phase 4 Reporting and assurance Phase 5 Assurance CM Report Project management and constant communications Project lead and sponsorship reviews and guidance Technology Potential Channel 2 services Phase 1 Applicability, planning and Phase 2 Program development Phase 3 Program implementation and testing Phase 4 Reporting and assurance Phase 5 Assurance CM Report Project management and constant communications Project lead and sponsorship reviews and guidance Technology Page 36

37 Conflict Minerals The rule and its impact SEC Compliance Process Page 37 Step 1: Applicability Step 2: RCOI Step 3: Due diligence and Conflict Minerals Report Timing and transition period EY relevant competencies How EY Can Help Applicability, planning and Program development Program implementation and testing Reporting and assurance Assurance EY Technology Tools Credentials and Contacts

38 EY Technology Platforms EY will leverage a powerful collection of technology applications to facilitate and streamline the conflict minerals compliance process. EMEA technologists have teamed with EY s conflict minerals professionals to develop a suite of dynamic and flexible technology solutions specifically customized and tailored to supporting and facilitating the conflict minerals compliance process. EY s data management strategy will leverage the clients existing database systems to reduce the universe of suppliers and part numbers. The client owns the data and has full access to it 24/7. There are three key components to the suite: EY Survey Platform EY Review Tool EY Reporting Dashboards Page 38

39 EY s technology approach to conflict minerals compliance Data gathering: Data from a variety of different sources can be imported into the EY Review Tool for analysis and review Secure web-based review tool (accessed via the web): Dynamic and real-time reporting and analytics with a live connection Packaged workbook dashboards (accessed via free reader): Real-time analytics using a snapshot of the data source Structured data Unstructured data Survey data EY survey platform EY Review Tool EY reporting dashboards Page 39

40 Conflict Minerals The rule and its impact SEC Compliance Process Page 40 Step 1: Applicability Step 2: RCOI Step 3: Due diligence and Conflict Minerals Report Timing and transition period EY relevant competencies How EY Can Help Applicability, planning and Program development Program implementation and testing Reporting and assurance Assurance EY Technology Tools Credentials and Contacts

41 Why choose EY? EY Differentiators Well-tested phased methodology with emphasis on the planning phase. Multi-disciplinary and international teams bringing together all necessary competencies (Sustainability, Supply Chain, FIDS, Project Management) One of key leaders in consulting for Conflict Minerals compliance, with experience and qualifications in various sectors and with firms of various sizes (large UK and US projects, project starting BE with gold trader and refiner early 2014) + experience in similar projects related to SoX, Risk Management and Compliance, etc. EY services is characterized by the ownership of specific technology tools to save time and costs Page 41

42 Competencies for supporting CM process implementation EY Division: Advisory Performance Improvement (PI) Map company s (often complex) ERP systems Identify and exploit relevant data from engineering data systems (e.g. Bill Of Materials) and procurement data (purchase orders, suppliers) Supply chain advisory EY Division: Assurance and CaSS Provide insight on company s Conflict Minerals audit Process analysis Assurance EY Division: Cleantech and Sustainability Services (CaSS) Analyze processes, identify gaps with leading practices (e.g. OECD guidelines) and legal requirements (SEC rule) Develop an auditable CM process Forensics EY Division: Fraud Investigation and Dispute Services (FIDS) Harness vast quantities of data extracted from ERP systems Identify red flags (e.g. sensitive parts, incoherent / suspicious supplier RCOI responses, ) Page 42

43 Supporting your conflict minerals reporting journey Christoph Vanderstricht Partner EY Belgium Cleantech and Sustainability Services Mobile: Pieterjan Eeman Manager EY Belgium Cleantech and Sustainability Services Office: Mobile: pieterjan.eeman@be.ey.com Nikolaas Vanderlinden Manager EY Belgium Advisory Risk Management Office: Mobile: Nikolaas.vanderlinden@be.ey.com About EY EY is a global leader in assurance, tax, transaction and advisory services. Worldwide, our 167,000 people are united by our shared values and an unwavering commitment to quality. We make a difference by helping our people, our clients and our wider communities achieve their potential. EY refers to the global organization of member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit This publication contains information in summary form and is therefore intended for general guidance only. It is not intended to be a substitute for detailed research or the exercise of professional judgment. Neither EYGM Limited nor any other member of the global EY organization can accept any responsibility for loss occasioned to any person acting or refraining from action as a result of any material in this publication. On any specific matter, reference should be made to the appropriate advisor Ernst & Young LLP All Rights Reserved ED None