UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SD
Specialized Disclosure Report
CANOPY GROWTH CORPORATION |
(Exact Name of Registrant as Specified in its Charter) |
Canada |
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001-38496 |
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N/A |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
1 Hershey Drive
Smiths Falls, Ontario |
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K7A 0A8 |
(Address of principal executive offices) |
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(Zip Code) |
Judy Hong
(855) 558-9333
(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, and provide the period to which the information in this form applies: |
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x |
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
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Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended |
| Section 1 | Conflict Minerals Disclosure |
| Item 1.01 | Conflict Minerals Disclosure and Report |
A copy of the Conflict Minerals Report of Canopy Growth Corporation
(“Canopy”) for the calendar year ended December 31, 2023 is filed herewith as Exhibit 1.01 and is also available
on Canopy’s website at: https://www.canopygrowth.com/investors/governance/conflict-minerals-report/. The information contained in,
and that can be accessed through, the respective websites of Canopy and its subsidiaries is not, and shall not be deemed to be, a part
of this Form SD (this “Form”) or its Conflict Minerals Report or incorporated into any other filings Canopy makes with
the Securities and Exchange Commission.
Canopy has filed, as an exhibit to this Form, the Conflict Minerals
Report required by Item 1.01.
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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CANOPY GROWTH CORPORATION |
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Date: May 29, 2024 |
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By: |
/s/ Judy Hong |
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Judy Hong |
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Chief Financial Officer |
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Exhibit 1.01
Conflict Minerals Report
For the Calendar Year Ended December 31,
2023
This is the Conflict Minerals Report (this “Report”)
of Canopy Growth Corporation (“Canopy”)1
for the reporting period of January 1, 2023 to December 31, 2023 (the “Reporting Period”) pursuant to Rule 13p-1
(the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended.
The Rule requires companies to publicly disclose certain information
relating to their use of Conflict Minerals2 that originated
in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries” and each a
“Covered Country”) that may be contributing to human rights abuses if those minerals are necessary to the functionality
or production of a product manufactured, or contracted to be manufactured, by those companies. The Rule requires companies to report
whether Conflict Minerals that originated in a Covered Country exist in their supply chains. For products that contain Conflict Minerals
(“in-scope Products”), a registrant must conduct a reasonable country of origin inquiry (“RCOI”)
designed to determine whether any of the Conflict Minerals originated in any of the Covered Countries.
Canopy is a public company and reporting issuer listed on both the
Toronto Stock Exchange and the Nasdaq Global Select Market. Canopy is a leading cannabis company which produces, distributes and sells
a diverse range of cannabis and hemp-based products for both recreational and medical purposes under a portfolio of distinct brands in
Canada pursuant to the Cannabis Act, SC 2018, c 16, and globally pursuant to applicable international legislation, regulations
and permits. Our core operations are in Canada, the United States and Germany.
Canopy’s vision is to
unleash the power of cannabis to improve lives. As one of the first publicly traded, federally regulated and licensed cannabis producers
in North America, we embrace the opportunity and responsibility to lead the cannabis industry forward with integrity. We recognize the
significant adverse impacts associated with extraction, trade, handling, and export of Conflict Minerals and, as such, we are committed
to establishing and maintaining responsible and ethical practices for sourcing minerals used in our products. This Report discusses
the specific actions Canopy has taken to operationalize and implement its Conflict Minerals due diligence framework and RCOI pursuant
to the Rule.
1
References in this report to “Canopy,” the “Company,” “we,” “us”
and “our” refer to Canopy Growth Corporation and its subsidiaries, collectively or individually as the case may be.
2
“Conflict Minerals” are defined as cassiterite, columbite-tantalite (coltan), gold, wolframite and their
derivatives, which are limited to tin, tantalum and tungsten, or any other mineral or its derivatives determined by the Secretary of
State to be financing conflict in a Covered Country.
| 2. | Due Diligence Framework |
In accordance with the Rule, Canopy’s due diligence process
conforms to an internationally recognized due diligence framework. Our due diligence framework is designed to align with the five-step
due diligence framework set out in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and
High-Risk Areas (the “OECD Framework”)3
as applicable for Conflict Minerals.
Step 1. Establish Strong Company Management Systems
We have worked to integrate Conflict Minerals reporting into our existing
systems as part of our wider human rights and supply chain due diligence procedures, which include:
a) Dedicated Internal Forum
Canopy has assembled a cross-functional conflict minerals team, which
includes representatives from procurement, finance and legal functions (the “Conflict Minerals Team”). The Conflict
Minerals Team is responsible for implementing and conducting Conflict Minerals due diligence and RCOI on behalf of Canopy’s operating
companies.
b) Supplier Engagement
Canopy’s relationships with its direct suppliers are governed
by long-term contracts, which include covenants of compliance with all applicable laws, including human rights legislation. The expectation
is that our direct suppliers of in-scope Products are to comply with Conflict Minerals laws and establish Conflict Minerals due diligence
procedures and sourcing policies aligned to the OECD Framework.
Canopy engages with its direct suppliers of components that may contain
Conflict Minerals to determine whether the products they supply to Canopy in that calendar year contain Conflict Minerals and, if so,
to complete the Conflict Minerals Reporting Template developed by RMI (as defined below) (“CMRT”). We also provide
all direct suppliers with detailed guidance to help them understand their Conflict Minerals due diligence obligations, details of our
expectations and approach, and how to complete the CMRT. The CMRT is a standardized reporting template developed by the Responsible Minerals
Initiative, formerly the Conflict-Free Sourcing Initiative (“RMI”) to collect information on the chain of custody
of Conflict Minerals throughout supply chains, consistent with the OECD Framework. Based on responses to such CMRT, Canopy may request
that the direct suppliers contact each of their upstream suppliers and request certifications regarding whether the components that they
provided contained Conflict Minerals and, if so, the source of the Conflict Minerals in those components. If a report warrants clarification
or confirmation, the Conflict Minerals Team may contact the direct supplier to clarify or confirm information and responses of both the
direct supplier and upstream suppliers.
3
Organisation for Economic Co-operation and Development. The current OECD Framework (Third Edition) is available at www.oecd.org/corporate/mne/mining.htm.
c) Providing a Grievance Mechanism
Reports and grievances relating to violations of Canopy’s Code
of Business Conduct and Ethics, including, without limitation, concerns related to human rights violations and/or unethical supply chain
practices can be made directly to the Chief Executive Officer of Canopy, Chairman of the Board or anonymously by employees and suppliers
in accordance with Canopy’s Whistleblower Protection Policy4.
Step 2. Identify and Assess Risks in the Supply Chain
The Conflict Minerals Team conducts an analysis of Canopy’s
products that are likely to contain Conflict Minerals. If any products are identified as likely to contain Conflict Minerals, the Conflict
Minerals Team performs an RCOI to determine if any Conflict Minerals necessary to the functionality or production of those products may
have originated in a Covered Country.
The Conflict Minerals Team then: (a) determines whether Canopy
has any direct relationships with any Conflict Minerals smelters or refiners; and (b) engages with its direct suppliers of components
that may contain Conflict Minerals and requires them to complete a CMRT. The Conflict Minerals Team ensures that its direct suppliers
are provided with information describing the requirements of the Rule and Canopy’s reporting obligations to assist them with
completing the CMRT. Upon receiving a completed supplier CMRT, the Conflict Minerals Team reviews the information for completeness and
accuracy, to the extent possible. The Conflict Minerals Team’s review also includes checking all identified smelters and refiners
against the Responsible Minerals Assurance Process (“RMAP”) database5
to determine if the smelters and refiners that source from the Covered Countries are RMAP Conformant (as defined below).
RMI defines smelters and refiners as “RMAP Conformant” if they have successfully completed an independent RMAP audit.
The audit verifies that smelters and refiners have the systems and processes in place to support responsible sourcing of raw materials
and can provide evidence to support their sourcing activities, and that they maintain good standing in the program through a validation
process. The RMI states that “the RMAP standards are developed to meet the requirements of the OECD Due Diligence Guidance, the
Regulation (EU) 2017/821 of the European Parliament and the US Dodd-Frank Wall Street Reform and Consumer Protection Act.”
4
Canopy’s Whistleblower Protection Policy can be found at https://www.canopygrowth.com/whistleblower-protection-policy/,
5
RMI’s smelter database is available at www.responsiblemineralsinitiative.org/smelter-links/smelter-database/.
Step 3. Design and Implement a Strategy to Respond to Identified
Risks
The Conflict Minerals Team oversees the design, implementation and
findings of our Conflict Minerals due diligence procedures and monitors progress, risks and potential issues to identify opportunities
to enhance and strengthen Canopy’s approach in response to identified risks.
Step 4. Review Independent Third-Party Audit of Smelter/Refiner’s
Due Diligence Practices
We rely on cross-industry initiatives, such as RMI’s RMAP, which
conduct independent third-party audits of smelters and refiners in our supply chain. As described in Step 2, we review whether the smelters
or refiners identified by our in-scope suppliers to be sourcing Conflict Minerals from the Covered Countries are listed as RMAP Conformant,
based on RMI’s database. We also encourage our suppliers to engage with their own upstream suppliers to ensure smelters or refiners
that source from the Covered Countries undergo independent third-party audits in accordance with the OECD Framework.
Step 5. Report Annually on Supply Chain Due Diligence
Canopy then publishes an annual report on its Conflict Mineral due
diligence. This Report constitutes Canopy’s annual Conflict Minerals report for the Reporting Period and is publicly available
at https://www.canopygrowth.com/investors/governance/conflict-minerals-report/. The information contained in, and that can be accessed
through, websites referenced herein is not, and shall not be deemed to be, a part of this Report or the related Form SD or incorporated
into any other filings Canopy makes with the Securities and Exchange Commission.
For the 2023 Reporting Period, the Conflict Minerals Team conducted
an analysis of Canopy’s products that are likely to contain Conflict Minerals. As a result of this analysis, the Conflict Minerals
Team reasonably determined that its subsidiaries Storz & Bickel GmbH (“Storz & Bickel”) and Tweed
Inc. (“Tweed”) manufactured or contracted to manufacture products containing tin, tantalum, tungsten and gold during
the Reporting Period. The products containing Conflict Minerals that Storz & Bickel and Tweed manufactured or contracted to
have manufactured during the Reporting Period were advanced vaporizer devices (collectively, the “Vaporizer Products”).
In accordance with Canopy’s due diligence framework, the Conflict
Minerals Team performed an RCOI to determine if any Conflict Minerals necessary to the functionality or production of the Vaporizer Products
may have originated in a Covered Country. Neither Canopy, Storz & Bickel nor Tweed have a direct relationship with any Conflict
Minerals smelters or refiners. The Conflict Minerals Team engaged with its direct suppliers to evaluate the source of Conflict Minerals
in its Vaporizer Products, and all suppliers provided disclosure of their smelter and refiner supply base and completed the CMRT. It
was determined that, during the Reporting Period, the Vaporizer Products manufactured or contracted to be manufactured by Storz &
Bickel included components containing Conflict Minerals from three of its direct suppliers, and the Vaporizer Products manufactured or
contracted to be manufactured by Tweed included components containing Conflict Minerals from one direct supplier.
The component supplier for Storz & Bickel’s Vaporizer
Products provided Canopy with information from all three suppliers of Conflict Minerals. The first supplier of Conflict Minerals (“Supplier
A”) to Storz & Bickel’s direct supplier supplies tin, tantalum, tungsten and gold. Supplier A provided a completed
CMRT that indicated that its suppliers source tin, tantalum, tungsten and gold from Covered Countries, but that the smelters and refiners
used by its suppliers are all on RMI’s list of RMAP Conformant smelters and refiners. The Conflicts Minerals Team was able to confirm
that the smelters identified in Supplier A’s CMRT were all RMAP Conformant.
The second supplier of Conflict Minerals (“Supplier B”)
to Storz & Bickel’s direct supplier only supplies tin. Supplier B provided a completed CMRT that indicated that its suppliers
do not source tin from any Covered Countries.
The third supplier of Conflict Minerals (“Supplier C”)
to Storz & Bickel’s direct supplier supplies tin, tantalum and gold. Supplier C provided a completed CMRT that indicated
that its suppliers do not source tin, tantalum or gold from any Covered Countries.
The supplier of Conflict Minerals (“Supplier D”)
to Tweed’s direct supplier only supplies tin. Supplier B provided a completed CMRT that indicated that its suppliers do not source
tin from any Covered Countries.
Based on the RCOI and due diligence work described above, we have
determined that, to the best of Tweed and Storz & Bickel’s knowledge, only smelters and refiners identified in Supplier
A’s supply chain on the CMRT sourced Conflict Minerals from a Covered Country. The Conflict Minerals Team believes that the fact
that Supplier A’s smelters and refiners are listed as RMAP Conformant helps mitigate the risk by confirming that each has successfully
completed an independent RMAP audit to verify that they have systems and processes in place to support responsible sourcing of raw materials,
and that they can provide evidence to support their sourcing activities.
| 4. | Improvement Efforts to Mitigate Risk |
Canopy is committed to establishing
and maintaining responsible and ethical practices for sourcing minerals used in our products. To improve on our existing framework, during
the remainder of calendar year 2024 we plan to:
| · | Incorporate clauses into new contractual arrangements with in-scope
suppliers and with existing suppliers upon renewal requiring such suppliers to confirm compliance
with Conflict Minerals laws, establish Conflict Minerals due diligence procedures and perform
an RCOI, if relevant; and |
| · | Encourage in-scope suppliers to further strengthen due diligence
efforts, consistent with the OECD Framework, to help improve the quality and completeness
of information provided to us. |
Canopy supports the responsible
mining and sourcing of Conflict Minerals within the Covered Countries and does not knowingly procure materials or parts that finance,
or benefit armed groups within the Covered Countries. We continue to look to expand and improve upon our efforts to identify and mitigate
risks associated with Conflict Minerals sourcing and to ensure ongoing effectiveness of our Conflict Minerals program.
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