Form SD - Specialized disclosure report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

SPECIALIZED DISCLOSURE REPORT

 

 

Bausch Health Companies Inc.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia, Canada		001-14956
(State or other jurisdiction of incorporation)		(Commission file number)

2150 St. Elzéar Blvd. West, Laval, Québec, Canada H7L 4A8

(Address of Principal Executive Offices) (Zip Code)

 

Deborah Klein 908-541-8783

(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:

 

☒	Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

 

☐	Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended _____.

 

 

 

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Section 1 — Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

The Bausch Health Companies Inc. Conflict Minerals Report for the calendar year ended December 31, 2023 filed herewith as Exhibit 1.01, is publicly available at https://www.bauschhealth.com/responsibility/conflict-minerals-statement. The content of our website as referred to in this Form SD is included for general information only and is not incorporated by reference into this Form SD.

Item 1.02 Exhibit

The Conflict Minerals Report as required by Item 1.01 is filed as Exhibit 1.01 to this Form.

Section 2 — Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

Not applicable.

Section 3 — Exhibits

Item 3.01 Exhibits

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.

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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.

 

Bausch Health Companies Inc. (Registrant)

 

/s/ Seana Carson				Date: September 20, 2024
By (Signature and Title)				(Date)
Seana Carson   Executive Vice President, General Counsel

Exhibit 1.01

Conflict Minerals Report

For the Year ended December 31, 2023

Part I. Introduction

This is the Conflict Minerals Report (“Report”) of Bausch Health Companies Inc. (“Bausch Health,” the “Company,” “we,” “our” or “us”) for calendar year 2023, prepared and submitted in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for definitions of the terms used in this Report, unless otherwise defined herein.

Conflict Minerals Policy Statement

On August 22, 2012, the U.S. Securities and Exchange Commission issued its rule on conflict minerals (“Conflict Minerals Rule”) in accordance with Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act and related rules require certain companies to disclose the extent to which the products they manufacture or contract to manufacture contain conflict minerals sourced from the Democratic Republic of the Congo (“DRC”) or adjoining countries. Conflict minerals include tantalum, tin, tungsten and gold, which are used in many electronic components and medical devices specifically for patient safety and reliability.

As a global diversified pharmaceutical and medical device company that develops, manufactures, and markets a broad range of products primarily in gastroenterology, hepatology, neurology, dermatology, medical aesthetics, international pharmaceuticals and eye health, through its controlling ownership interest in Bausch + Lomb Corporation, Bausch Health promotes the traceability of these minerals and the transparency of our supply chain. Bausch Health firmly believes that our customers should be fully informed about our products.

With respect to those limited aspects of Bausch Health’s business that manufacture or contract to manufacture products that do contain tantalum, tin, tungsten and/or gold, which are necessary for the safe functionality of the product, Bausch Health endeavors not to purchase products that contain conflict minerals that directly or indirectly finance or benefit armed groups in the DRC or adjoining countries. Bausch Health expects its portfolio of suppliers to source conflict minerals only from responsible sources. We fully understand the importance of this issue to our customers and are committed to supply chain initiatives and overall corporate social responsibility and sustainability efforts that promote a supply chain that is free of conflict minerals that directly or indirectly finance or benefit armed groups in the DRC or adjoining countries.

The Conflict Minerals Policy Statement can be found on the Company’s website at the following address: https://www.bauschhealth.com/responsibility/conflict-minerals-statement.

Part II. Reasonable Country of Origin Inquiry

Bausch Health has taken several steps to conduct a Reasonable Country of Origin Inquiry. We have:

 

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Assigned accountability to support Bausch Health’s global conflict minerals program;

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•

Adopted a Conflict Minerals Policy Statement (included in its entirety in Part I of this Report);

 

•

Developed a protocol for Conflict Free Minerals monitoring;

 

•

Employed a risk-based approach to identify specific types of products that had a higher likelihood of containing conflict minerals. This approach included:

 

•

Discussions with internal stakeholders, including Supply Chain, Procurement, Regulatory, Quality Control, and Manufacturing personnel;

 

•

Reviews of certain product ingredient lists, product formulations or equipment components; and

 

•

Reviews of prior year responses from internal manufacturing sites and external suppliers regarding the use of conflict minerals in Bausch Health’s products.

 

•

Placed additional focus on those products determined to be of higher risk, including enhanced follow-up with the relevant suppliers regarding usage of conflict minerals (refer to Part III below for additional information);

 

•

Evaluated our internally manufactured products to determine if conflict minerals are necessary to the functionality or production of those products;

 

•

Surveyed external suppliers to determine if the products supplied to Bausch Health contain conflict minerals; and

 

•

Created a process to determine the country of origin for those products which were found to contain conflict minerals.

As described in Part III below, Bausch Health undertook additional due diligence measures to determine the status of the conflict minerals that are necessary to the functionality or production of its products.

Part III. Due Diligence

Bausch Health has designed its due diligence program to conform, in all material respects, with the Organisation of Economic Co-operation and Development (the “OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD 2013) (“OECD Framework”), an internationally recognized due diligence framework.

Bausch Health performed the following due diligence measures:

 

•

Established a cross-functional internal task force with responsibilities including, among others:

 

•

Designing an overall approach to ensure conflict minerals compliance;

 

•

Considering measures to further promote awareness and transparency around the use of conflict minerals in Bausch Health’s products;

 

•

Reassessing, at least annually, Bausch Health’s Conflict Minerals Policy Statement;

 

•

Coordinating a risk-based assessment to determine those products sold by Bausch Health during 2023 which have a higher risk of containing conflict minerals and, as a result of this assessment, it was determined that certain ophthalmic surgical equipment and products, certain aesthetics equipment, and certain delivery devices for injectable products, carry a higher risk as compared to our other products; and

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•

Monitoring, directly or in partnership with third-party providers, the progress of responses, and related follow-up procedures, to internal and external surveys, regarding the use of conflict minerals.

 

•

Engaged external advisers to assist and consult on the conflict minerals due diligence and reporting process;

 

•

Used the Conflict Free Sourcing Initiative Conflict Minerals Reporting Template (created by the Electronic Industry Citizenship Coalition and the Global e-Sustainability Initiative) (the “Template”) to survey our internal manufacturing sites and external suppliers for information concerning whether conflict minerals are necessary to the functionality or production of Bausch Health’s products and the source and chain of custody of any conflict minerals in our supply chain;

 

•

For certain products, our internal manufacturing sites also reviewed ingredient lists and packaging components to determine whether such products contained conflict minerals; and

 

•

Communicated with suppliers, directly or through third-party partners, to determine the source of the conflict minerals for the products that do necessitate conflict minerals.

Part IV. Due Diligence Results

Bausch Health has determined, in good faith, that, for calendar year 2023, a small portion of its product portfolio for that year, including certain aesthetics devices, ophthalmic hand pieces, ophthalmic instruments, ophthalmic surgical devices and delivery devices for injectable products require tin, tungsten, tantalum or gold for their production or functionality (as described in Part V below, the original sources of the conflict minerals within these products have not yet been determined). The revenue in 2023 from such products represented a small percentage of Bausch Health’s total 2023 consolidated revenue.

For the 2023 reporting year, Bausch Health, directly or through a third-party provider, monitored conflict free minerals requirements compliance for standard electronic components that we procure. Mineral sourcing information was collected and verified through a comprehensive process involving multiple steps. The process included data collection, data validation, the use of the Template, audits and certifications, and continuous monitoring of our external suppliers and manufacturers. Over 4,000 components were monitored through data from numerous verified supplier sources. This included information on the origin of minerals, the smelters and refiners involved, and the compliance status of these entities. As of the date of this report, the conflict mineral status remains unknown for less than 1% of the monitored components and, in other cases, the status is undeterminable due to insufficient information. For the 2023 reporting year, Bausch Health distributed approximately 23 Templates to its internal manufacturing sites and received responses from all such sites. In addition, Templates were requested from 552 external suppliers of its products and Bausch Health received responses from a majority of such suppliers. For those external suppliers that have been unresponsive, Bausch Health has performed multiple follow-ups and will continue to proactively follow-up via email and/or telephone with such suppliers.

Part V. Risk Mitigation / Future Due Diligence Measures

For the products that contain conflict minerals, Bausch Health is multiple steps removed from the facilities used to process the necessary conflict minerals that are contained in its products. As a result, Bausch Health continues to work to determine the country of origin of the conflict minerals.

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Bausch Health is working, directly or through third-party providers, with suppliers of these product components, which are unable at this time to determine the original sources of the conflict minerals and thus are unable to state if the conflict minerals were sourced from the DRC or an adjoining country nor provide the names of the smelters or refineries used to process those minerals.

As described above, Bausch Health is continuing its due diligence efforts to determine the source of the conflict minerals necessary for the production or functionality of its products. We are continuing to work with our suppliers to identify and validate the country of origin of the conflict minerals and the associated facilities used for processing. Going forward, we will continue to reassess our process and explore additional measures to further enhance our process.

Forward-looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and may be forward-looking information within the meaning defined under applicable Canadian securities legislation (collectively, “forward-looking statements”). These forward-looking statements include, but are not limited to, statements regarding our policies and practices respecting conflict minerals and our related due diligence initiatives. Forward-looking statements may be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “predict,” “project,” “seek,” “ongoing,” “upside,” “increases” or “continue” and variations or similar expressions and phrases. These statements are based upon the current expectations and beliefs of management and are provided for the purpose of providing additional information about such expectations and beliefs, and readers are cautioned that these statements may not be appropriate for other purposes. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forward-looking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in the Company’s most recent annual or quarterly report filed with the Securities and Exchange Commission (the “SEC”) and the Canadian Securities Administrators (the “CSA”) and the other assumptions, risks and uncertainties as detailed from time to time in Bausch Health’s filings with the SEC and the CSA, which assumptions, risks and uncertainties are incorporated herein by reference. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable in the circumstances, but readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Bausch Health undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes, except as required by law.

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