SolarEdge Technologies, Inc.

Conflict Minerals Report

For the calendar year ended December 31, 2023

 

1. Introduction

 

SolarEdge Technologies, Inc., together with its wholly-owned subsidiaries (“SolarEdge” or the “Company,” “we,” “our” or “us”), has prepared this Conflict Minerals Report pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 and the requirements of Form SD (collectively, the “Rule”).

We are a leading provider of an optimized inverter solution that changed the way power is harvested and managed in photovoltaic (also known as PV) systems. Our direct current or DC, optimized inverter system maximizes power generation while lowering the cost of energy produced by the PV system, for improved return on investment, or RoI. Additional benefits of the DC optimized inverter system include comprehensive and advanced safety features, improved design flexibility, and improved operating and maintenance, or O&M, with module-level and remote monitoring. The typical SolarEdge optimized inverter system consists of inverters, power optimizers, a communication device which enables access to a cloud-based monitoring platform and in many cases, additional smart energy management solutions. Our solutions address a broad range of solar market segments, from residential solar installations to commercial and small utility scale solar installations.

Since introducing the optimized inverter solution in 2010, SolarEdge has expanded its activity to other areas of smart energy technology, both through organic growth and through acquisitions. By leveraging world-class engineering capabilities and with a relentless focus on innovation, SolarEdge now offers energy solutions which include not only residential, commercial, and large-scale PV systems but also product offerings in the areas of residential batteries, energy storage systems, or ESS, and backup, electric vehicle, or EV components and charging capabilities, home energy management, grid services and virtual power plants and lithium-ion batteries.

We were founded in 2006 and began commercial shipments in 2010. As of December 31, 2023, we have shipped in the aggregate approximately 125.1 million power optimizers, and 5.6 million inverters. Over 3.7 million installations, many of which may include multiple inverters, are currently connected to, and monitored through, our cloud-based monitoring platform. Our products have been installed in solar PV systems in 140 countries.

2. Overview; Applicability of Conflict Minerals Rule to SolarEdge

SolarEdge has performed an internal assessment and determined that certain Conflict Minerals are necessary to the functionality or production of our products. Accordingly, for the purposes of this assessment, all of the products that were in production in the calendar year 2023 were considered (the “Covered Products”).

SolarEdge is several levels removed from the mining of minerals (Conflict Minerals or otherwise). We also do not make purchases of raw ore or unrefined minerals and make no purchases in the Democratic Republic of Congo (“DRC”) or an adjoining country (together, the “Covered Countries”). SolarEdge therefore has limited influence over the sourcing of the necessary Conflict Minerals in the products that it manufactures or contracts to manufacture (we sometimes refer herein to these products that contain necessary Conflict Minerals as “in-scope products”). In addition, due to its position in the supply chain, SolarEdge depends upon its suppliers for information concerning the origin of the Conflict Minerals contained in its in-scope products. However, through the efforts described in this Conflict Minerals Report, SolarEdge seeks to ensure that its suppliers source responsibly. Minerals including tantalum, tin, tungsten and gold (“3TG”) are classified as “Conflict Minerals” and are necessary to the functionality or production of certain products that we manufacture or contract to manufacture. As such, we are subject to the Rule with respect to those necessary Conflict Minerals. The Rule requires us to conduct in good faith a reasonable country of origin inquiry (“RCOI”) into those necessary Conflict Minerals to determine whether they originated in the Covered Countries or are from recycled or scrap sources. If, as a result of our RCOI procedures, we know that any of our necessary Conflict Minerals originated in a covered country and are not from recycled or scrap materials, or if we have reason to believe that our necessary Conflict Minerals may have originated in a covered country and have reason to believe that they may not be from recycled or scrap sources, then we are required to exercise due diligence to determine the source and chain of custody of such Conflict Minerals to conclude if they are DRC conflict-free or not.

3. Description of Product Identification and RCOI Processes

 

We have concluded that, during the 2023 calendar year, we have manufactured and contracted to manufacture products containing certain Conflict Minerals that were necessary to the functionality or production of such products. As such, we conducted an RCOI process to determine whether any of the Conflict Minerals originated, or may have originated, in the Covered Countries and whether such Conflict Minerals originated from recycled or scrap sources.

We conducted an assessment to determine which of our direct suppliers may be providing components of our products that are likely to contain Conflict Minerals. We employed a collaborative process to identify the applicable list of components and suppliers to focus our efforts, consulting with members of our supply chain department including suppliers, senior management and other individuals familiar with the manufacturing and component sourcing processes. We verified with such personnel that the population of components and suppliers was complete and comprehensive for our 2023 products. We then identified the list of suppliers that we directly procured materials from (“tier one” or “direct” suppliers) to survey. This list includes suppliers that supplied components to our third-party equipment manufacturers on our behalf and those suppliers from whom we purchased components directly, all between January 1, 2023 and December 31, 2023.

We used a Conflict Minerals Reporting Template (the “CMRT” or the “Template”), which was developed by the Responsible Minerals Initiative (RMI) (formerly the Conflict-Free Sourcing Initiative) to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. Our RCOI consisted of surveying tier one suppliers confirmed to have supplied products or components to us that contain Conflict Minerals that are used to manufacture our products.

SolarEdge identified 726 suppliers (the “Suppliers”) that provided components for products manufactured during the calendar year 2023. Of those Suppliers, SolarEdge’s outreach was to all suppliers that provided components, parts or products that SolarEdge determined contained or potentially contained necessary Conflict Minerals. In connection with its scoping determination, SolarEdge reviewed product specifications, supply chain records and bills of material, made internal engineering and supplier inquiries, commissioned Assent Compliance (“Assent”), an independent third-party consultant, and made use of other information known to it regarding the materials composition of its products. Suppliers providing submissions that include smelters of high risk are instructed to undertake an independent risk mitigation. Examples include a submission of a product level CMRT to better identify the connection to products that they supply to SolarEdge. Suppliers are given clear performance objectives and reasonable timeframes with the goal of eliminating smelters of concern from the supply chain. In addition, suppliers are guided to educational resources on mitigating risk identified through the CMRT collection process.

SolarEdge is a part of an industry-wide outreach initiative targeting smelters and refiners who have not participated in an industry recognized responsible minerals audit/assessment program. Through this initiative, which is operated by our responsible sourcing vendor, Assent, along with over 100 downstream (by several tiers) customers, and encourage to participate in a recognized program, in order to assure their responsible conduct.

4. Reasonable Country of Origin Inquiry (RCOI)

As required by the Rule, SolarEdge conducted a “reasonable country of origin inquiry” with respect to calendar year 2023. Our outreach included 726 suppliers that provided components, parts or products that SolarEdge determined contained or potentially contained necessary Conflict Minerals incorporated into products manufactured by us. In connection with this examination, SolarEdge reviewed product specifications, supply chain records and bills of material, made internal engineering and supplier inquiries and utilized other information known to us regarding the materials composition of our products.

In order to identify the source of those components, parts and products, SolarEdge sent letters to its suppliers, informing them of the Rule and SolarEdge's policy on Conflict Minerals, asking them to comply with the Rule. We also requested that suppliers upload completed CMRTs versions 6.22, 6.3 and 6.31 directly to ACM, a software-as-a-service (SaaS) platform provided by Assent that enables users to complete and track supplier communications, for validation, assessment and management. The goal of data validation is to increase the accuracy of submissions and identify any contradictory answers in the CMRT. The results of data validation contribute to the program’s health assessment and are shared with the suppliers to ensure they understand areas that require further clarifications or improvement. Training and education to guide suppliers on best practices and use of the CMRT template was included. Since some suppliers may remain unresponsive to feedback, we track program gaps to account for future improvement opportunities. We also enabled suppliers to contact SolarEdge directly and provide a CMRT report using versions 6.22, 6.3 and 6.31. We used these methods to query and transmit sourcing information along the supply chain. The CMRT includes questions regarding a company’s conflict-free policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. The total number of Suppliers who delivered satisfactory CMRT was 352.

We compared the smelters and refiners identified in the surveys against the lists of facilities which have received a conflict free designation by the Responsible Minerals Assurance Process (“RMAP”), a program of RMI, or other independent third-party audit program. We rely on the RMAP as an independent third-party audit solution through which mineral sources are identified and independently evaluated. We do not have a direct relationship with smelters and refiners, and do not perform direct audits of these entities within the supply chain.

When suppliers provided us with chain surveys containing incomplete or potentially inaccurate information, we followed up with such suppliers to seek additional clarifying information. Unresponsive suppliers were contacted on a regular basis both by automatic emails, manual outreach, and in certain nonresponsive cases, through telephone.

For 2023, SolarEdge identified 369 smelters and refiners that processed or may have processed the necessary Conflict Minerals contained in our in-scope products, as described in the Smelter and Refiner list attached as Annex A as well as in the Country-of-Origin Information attached as Annex B.

Pursuant to the Conflict Minerals Rule, based on the results of its reasonable country of origin inquiry, SolarEdge was required to conduct due diligence for 2023. Because we were unable to identify the source of all products in our supply chain, our reasonable country of origin inquiry utilized the same processes and procedures as our due diligence. These processes and procedures are described below.

5. Due Diligence

 

Design of Due Diligence

 

SolarEdge utilizes due diligence measures relating to Conflict Minerals that are intended to conform with, in all material respects, the criteria set forth in the Organization for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Third Edition 2016) (the “OECD Guidance”). The OECD Guidance has established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas. Our Conflict Minerals due diligence process includes: a Conflict Minerals Policy, a governance charter with cross-functional internal compliance team, from our legal, purchasing, environmental health, safety departments, and senior executives. This internal compliance team is responsible for working with our third party auditors, communicating with suppliers, undertaking the due diligence compliance process and measurement, record-keeping and escalation procedures. We report to the Audit Committee and the Board of Directors with respect to our due diligence process and compliance obligations. Selected elements of our program design are discussed below.

Due Diligence Performed

 

Step 1: Establish Strong Company Management Systems

 

In 2021 we published our supplier code of conduct ("SCoC"), which includes provisions regarding, among others, ethics, safety, environmental protection, human rights, and fair employment. As of April 2024, over 230 active key suppliers have signed their acknowledgment of the SCoC terms. SolarEdge has also adopted a Conflict Mineral Policy which provides further clarification to the principles of the SCoC Code of Conduct and SolarEdge's human rights approach regarding illegal trade of natural resources.

SolarEdge's Code of Conduct defines the company's overall principles and commitment towards legal compliance, ethical conduct, human rights, anti-corruption work and environmental protection. These high expectations extend to SolarEdge's partners, subcontractors and suppliers, whom we encourage to strive beyond merely fulfilling legal compliance. SolarEdge has adopted a Conflict Mineral Policy which provides further clarification to the principles of the Code of Conduct and SolarEdge's human rights approach regarding illegal trade of natural resources.

As part of our policy, SolarEdge is committed to respect human rights and the environment in accordance with accepted international conventions and practices, and we strive to ensure that all materials used in our products come from socially and environmentally responsible sources.

We communicate our policy to our suppliers, and it is available at http://media.corporate-ir.net/media_files/IROL/25/253935/SolarEdge_CM%20Policy_comments_%20v7%20clean.pdf (the “Conflict Minerals Policy”). In addition, in support of our compliance efforts, we have established a steering committee for enforcement of this Conflict Minerals Policy. The steering committee team consists of senior staff under SolarEdge’s legal department, supply chain management group and core technologies. The team members have been made aware of the Conflict Minerals Rule, the OECD Guidance, SolarEdge’s Conflict Minerals Policy and governance charter and have established SolarEdge’s procedures for reviewing and validating supplier responses to its inquiries.

The SolarEdge Conflict Minerals Policy includes a grievance mechanism whereby employees and suppliers can report suspected violations of the policy.

SolarEdge also utilizes an independent third-party consultant to advise it on certain aspects of its compliance, as well as a third-party software provider as a basis to enhance the supplier data collection process and help minimize responsible sourcing risks.

The following steps have also been adopted:

1.

Implementing a system of controls and transparency over the mineral supply chain through the use of the CMRT.

 

Step 2. Identify and Assess Risks in the Supply Chain

 

To assist us with our supply chain due diligence, we engaged an independent third-party consultant for conducting outreach to our Suppliers and archiving responses from Suppliers. We conducted a supply chain survey requesting direct suppliers to identify smelters and refiners and country of origin, through use of the Template.

We, in conjunction with our independent third-party consultant, reviewed our entire known component and outsourced manufacturing supply chain for the calendar year 2023, which consisted of approximately 814 suppliers. Our outreach included 726 Suppliers that provided components, parts or products that were determined by SolarEdge to contain or potentially contain necessary Conflict Minerals and that were incorporated into products manufactured by us. The responses were reviewed against criteria developed internally and, where necessary, we reached out for further engagement and to receive additional information from our suppliers. These criteria included untimely or incomplete responses, as well as inconsistencies within the data reported in the Template. We worked directly with these suppliers to receive revised responses.

We compared the RMI validated smelter list against those smelters identified by our suppliers and, as described in our Conflict Minerals Policy, SolarEdge does not purchase Conflict Minerals directly from mines, smelters or refiners. Tracing minerals to their sources is a challenge that requires us to rely on our suppliers in our efforts to achieve supply chain transparency, including for obtaining information regarding the origin of the Conflict Minerals.

Risk mitigation activities are initiated whenever a supplier’s CMRT reports a facility of concern. Suppliers with submissions that included any smelters of concern were immediately provided with feedback instructing the supplier to take their own independent risk mitigation activities. Examples include a submission of a product level CMRT to better identify the connection to products that they supply to SolarEdge. Suppliers are given clear performance objectives and within reasonable timeframes with the ultimate goal of elimination of smelters of concern from the supply chain. In addition, suppliers are guided to the educational resources on mitigating the risk identified through the CMRT collection process.

Step 3. Design and Implement a Strategy to Respond to Identified Risks

 

We work with a significant number of suppliers and they are diverse in terms of size. Based on our research from publicly available data, 64 of our 371 Suppliers that replied, (or 17.2%), are also SEC registrants and subject to the Rule. After SolarEdge receives CMRT responses from Suppliers, it reviews the responses. SolarEdge follows up with Suppliers whose CMRT appears to be incomplete or contain errors or inaccuracies, requesting that the Supplier submit a revised response. For illustration purposes, the following are some of the steps that SolarEdge takes in this process: 1) verifying smelters according to RMI smelters list; 2) validating questions in the CMRT file and ensuring that the answers are logical and reasonable, and 3) verifying and cross checking between the smelter location and the RMI smelter approved list. Any smelter’s location in the DRC which is not RMI approved is flagged for further review.

If a completed CMRT indicates a smelter or refiner, SolarEdge reviews this information against the Standard Smelter Names tab of the CMRT and the lists of “compliant” and “active” smelters and refiners published by the RMI. If an indicated smelter or refiner is not listed on the Standard Smelter Names tab or the Commerce Department List, or listed as compliant by the RMI, SolarEdge requests the assistance of the supplier or contacts the listed entity to attempt to determine whether that entity is actually a smelter or refiner, the mine or location of origin of the Conflict Minerals processed by the smelter or refiner and whether it is known to obtain Conflict Minerals from sources that directly or indirectly finance or benefit armed groups in any of the Covered Countries.

SolarEdge monitors smelter and refiner validation progress by the RMI or other cross-recognized smelter and refiner responsible sourcing audit programs. If suppliers or smelter and refiners fail to meet SolarEdge’s standards, we communicate the need to improve, in accordance with the framework of progressive improvement under the OECD Guidance. Any concerns with supplier responses throughout the data collection process are brought to the attention of Solar Edge’s internal compliance team for further review and action.

In alignment with OECD Guidance, SolarEdge shares the names of smelter and refiners provided to us that have not been validated to the RMI for validation and audit. To help determine the reasonable country of origin for the 3TG in our supply chain, we continue to monitor and rely upon the RMI’s progress in identifying and validating smelter and refiners.

SolarEdge reports back to senior management, summarizing our risk mitigation efforts.

 

Step 4. Independent Third-Party Audit of Smelter/Refiner’s Due Diligence Practices

 

SolarEdge does not have a direct relationship with 3TG smelters and refiners. As a result, SolarEdge does not perform direct audits of these entities within its supply chain, but rather relies on due diligence performed by organizations such as the Responsible Minerals Assurance Process (“RMAP”).  Our independent third-party service provider, Assent, also directly contacted smelters and refiners that are not currently enrolled in the RMAP to encourage their participation and gather information regarding each facilities’ sourcing practices on behalf of its compliance partners. SolarEdge is a signatory of this communication in accordance with the requirements of downstream companies detailed in the OECD Guidance.

 

Step 5. Report Annually on Supply Chain Due Diligence

 

SolarEdge files a Form SD and, to the extent required, a Conflict Minerals Report, with the Securities and Exchange Commission and makes these filings publicly available on the Company’s corporate website at https://investors.solaredge.com/search?query=conflict+minerals&op=Search

6. Results of Assessment

Based on the information obtained through the due diligence process described above, we do not have sufficient information to determine the products containing Conflict Minerals and/or the country of origin of the Conflict Minerals in those products and/or the facilities used to process Conflict Minerals in those products.

Tracing minerals back to the mine of origin is a complex aspect of responsible sourcing in our supply chain. By adopting methodology outlined by the RMI’s joint industry programs and outreach initiatives and requiring that our Suppliers conform with standards that meet the OECD guidelines and report to us using the Template, we have determined that seeking information about 3TG smelters and refiners in our supply chain represents the most reasonable effort we can make to determine the mines or location of origin of the 3TG in our supply chain and responses to such inquiries represent the most reasonable source information available. Through this joint industry effort, we have made reasonable efforts to make a reasonable determination of the mines or locations of origin of the 3TG in our supply chain. We were unable, however, to ascertain the specific country of origin and/or chain of custody of all necessary Conflict Minerals processed by the facilities that contributed to our Covered Products.

A smelter and refiner list attached as Annex A and corresponding country of origin information is attached as Annex B.

Smelters and refiners verified as conflict-free or in the audit process (232):

Status of identified smelters and refiners:

 

7. Improvement to Mitigate Risks

 

As we further develop our due diligence program, we intend to enhance supplier communication and escalation processes to improve due diligence data accuracy and completion and continue to influence additional smelters to be designated as “conflict-free”, where possible. To the extent we are not able to determine in the future that we are sourcing from non-conflict-free smelters, we plan to move toward using conflict-free smelters within a reasonable time frame. We also intend to request of any of our suppliers, that we have reason to believe are supplying us with 3TG from sources that may support conflict in the Covered Countries that they establish an alternative source of 3TG that does not support such conflict, as provided in the OECD guidance.

 

We understand that supply chain due diligence is a dynamic process and requires on-going risk monitoring. Therefore, after implementing our risk mitigation strategy, SolarEdge intends to go back to Step 2 of the OECD guidelines to ensure effective management of risks.

 Cautionary Note on Forward-Looking Statements

This Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Investors are cautioned that statements in this Report that are not strictly historical statements, including without limitation, SolarEdge’s intentions, expectations, and future results regarding further supplier engagement, and risk mitigation efforts and strategy, constitute forward-looking statements that involve risks and uncertainties. Actual results could differ materially from the forward-looking statements. Risks and uncertainties that could cause actual results to differ include, without limitation, risks and uncertainties associated with the progress of industry and other supply chain transparency, and smelter or refiner validation programs for Conflict Minerals (including the possibility of inaccurate information, fraud and other irregularities), inadequate supplier education and knowledge, limitations on the ability or willingness of suppliers to provide more accurate, complete, and detailed information, and limitations on SolarEdge’s ability to verify the accuracy or completeness of any information received from Suppliers or others.

 

Annex A¹

 

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Annex B

 

Countries of Origin

 

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