NONOF Novo Nordisk (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

Specialized Disclosure Report

 

NOVO NORDISK A/S

(Exact name of the registrant as specified in its charter)

 

The Kingdom of Denmark	333-82318	N/A
(State or other jurisdiction of Incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

 

Novo Allé, DK-2880 Bagsværd, Denmark		N/A
(Address of principal executive offices)		(Zip code)

 

Karsten Munk Knudsen

+45 4444 8888

(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:

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

 

Section 1 - Conflict Minerals Disclosure

 

Items 1.01 and 1.02 Conflict Minerals Disclosure and Report, Exhibit

 

Conflict Minerals Disclosure

 

A copy of Novo Nordisk A/S’s Conflict Minerals Report for the year ended December 31, 2023 is provided as Exhibit 1.01 hereto and is publicly available at: https://www.novonordisk.com/sustainable-business/esg-portal/governance.html

 

Section 2 – Exhibits

 

Item 2.01 Exhibits

 

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

 

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.

 

Date:  May 17, 2024	NOVO NORDISK A/S
	By:	/s/ Karsten Munk Knudsen
	Name:	Karsten Munk Knudsen
	Title:	Executive Vice President & Chief Financial Officer

 

 

 

 

 

 

 Exhibit 1.01

 

Novo Nordisk A/S

Conflict Minerals Report

 For The Year Ended December 31, 2023

 

Introduction

 

Novo Nordisk A/S (“Novo Nordisk,” “we,” or the “Company”) is filing this Conflict Minerals Report for the reporting period of January 1, 2023 to December 31, 2023 pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”) and in accordance with the requirements of Items 1.01 and 1.02 of Form SD. Rule 13p-1 and Form SD require disclosure of certain information related to any product manufactured or contracted to be manufactured where “conflict minerals” are necessary to the functionality or production of those products. “Conflict minerals” are columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are currently limited to tantalum, tin and tungsten.

 

Executive Summary

 

Novo Nordisk manufactures or contracts to manufacture a limited number of products containing conflict minerals that are necessary to the functionality or production of such products. As a result, Novo Nordisk has conducted, in good faith, a reasonable country-of-origin inquiry (“RCOI”) regarding the source of the conflict minerals contained in such products. Queries to Novo Nordisk’s suppliers and potential suppliers of conflict minerals in the course of that RCOI identified 29 smelters in our supply chain that had sourced (or possibly sourced) conflict minerals from the Democratic Republic of Congo or adjoining countries (“Covered Countries”). However, our suppliers have certified to us that each of these smelters is recognized by the Responsible Minerals Initiative (“RMI”) as “conformant” and is listed on the RMI’s website as having successfully completed a Responsible Minerals Assurance Process (“RMAP”) audit demonstrating compliance with the relevant RMAP assessment protocol or an equivalent cross-recognized assessment.

 

Novo Nordisk is committed to conducting our business in a financially, environmentally and socially responsible way. As part of that commitment, Novo Nordisk will not knowingly procure any conflict minerals if they originate from the Covered Countries unless they are recognized as conflict free. If a supplier is found not to be in compliance with our commitments regarding conflict minerals, the supplier is expected to develop, implement, and document plans to remedy such non-compliance in a timely manner. Our supply arrangements with any supplier which refuses to do so, is non-responsive or otherwise refuses to cooperate with reasonable due diligence inquiries and requests, are subject to termination. These actions support our long-term commitment to respect human rights and improve labour standards in our supply chain.

 

Reasonable Country of Origin Inquiry

 

Novo Nordisk utilises a four-step supply chain RCOI process conducted with our suppliers and potential suppliers of conflict minerals:

 

	1.	We work internally to identify all Novo Nordisk products that contain conflict minerals, and to identify the suppliers of those products and/or suppliers of components or raw materials for such products.

2.

We contact suppliers of products, components and raw materials that contain conflict minerals in writing and ask that they complete a survey modelled on the Conflict Minerals Reporting Template (“CMRT”) developed by the RMI. Suppliers are required to provide a written response indicating whether a) any of the products they supply to Novo Nordisk contain conflict minerals necessary to their production or functionality, b) whether any such conflict minerals are sourced from Covered Countries, and c) if so, whether the suppliers can certify that the conflict minerals sourced from Covered Countries are supplied exclusively by smelters recognized by the Responsible Minerals Initiative as “conformant” and are listed on the RMI’s website as having successfully completed an RMAP audit demonstrating compliance with the relevant RMAP assessment protocol or an equivalent cross-recognized assessment.

 

3.

We review those responses to determine whether there are facts, circumstances or red flags of any kind that could give reason to question a supplier’s response or certification, or that otherwise merits a more detailed due diligence process.

 

4.

To the extent necessary we make additional inquiries or perform additional reviews in order to resolve any such facts, circumstances or red flags.

 

 

 

Due Diligence

 

Novo Nordisk designed its due diligence measures to conform to the Organisation for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition.

 

Novo Nordisk’s RCOI was executed with our suppliers and potential suppliers of conflict minerals. Queries to Novo Nordisk’s suppliers and potential suppliers of conflict minerals in the course of that RCOI identified 29 smelters consistent with the smelter definitions agreed upon by industry and the audit protocols published by the Responsible Minerals Initiative that had sourced (or possibly sourced) conflict minerals from Covered Countries. However, our suppliers have certified to us that each of these smelters is recognized by the Responsible Minerals Initiative as “conformant” and is listed on the RMI’s website as having successfully completed an RMAP audit demonstrating compliance with the relevant RMAP assessment protocol or an equivalent cross-recognized assessment.

 

Additional Risk Factors

 

The statements above are based on the RCOI process and due diligence performed in good faith by Novo Nordisk. These statements are based on the infrastructure and information available at the time. A number of factors could introduce errors or otherwise affect our conclusions regarding conflict minerals.

 

These factors include, but are not limited to, gaps in supplier data, gaps in smelter data, errors or omissions by suppliers, errors or omissions by smelters, confusion by suppliers over requirements of SEC final rules, gaps in supplier education and knowledge, timeliness of data, public information not discovered during a reasonable search, errors in public data, language barriers and translation, oversights or errors in conflict free smelter audits, Covered Country sourced materials being declared secondary materials, illegally tagged Covered Country conflict minerals being introduced into the supply chain, certification programs not being equally advanced for all industry segments and metals and smuggling of Covered Country conflict minerals to countries beyond the Covered Countries.

 

This Conflict Minerals Report is available on the Company’s website at https://www.novonordisk.com/sustainable-business/esg-portal/governance.html. Information on the Company’s website does not constitute a part of this Form SD.

 

 

 

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