As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/06/10  Kemet Corp                        8-K:5,9     5/03/10    2:224K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     24K 
 2: EX-14.1     Code of Ethics                                      HTML    120K 

Exhibit 14.1

 

KEMET Global Code of Conduct Table of Contents

 

Letter from CEO

 

I.                 About the KEMET Global Code of Conduct

 

A.    General Compliance Policy

 

B.    Honoring the Spirit of the Law

 

C.    Waivers/Exceptions

 

II.             Making Decisions and Reporting Possible Violations

 

A.           Advice and Help with Decision-Making

 

B.    Reporting Possible Violations

 

C.    No-Retaliation Guarantee

 

III.         Ethics in the Work Place

 

A.    Internal Accounting Controls

 

B.    Human Rights

 

C.    Discrimination

 

D.    Harassment

 

E.     Health, Safety & Environment

 

F.     Substance Abuse

 

G.    Electronic Information Systems

 

H.    Privacy and Personal Information

 

 

IV.        Ethics in the Market Place

 

A.    Fraud

 

B.    Bribery/FCPA (Foreign Corrupt Practices Act)

 

C.    Gifts/Entertainment

 

D.    Antitrust and Competition

 

E.     Export Control/Sanctions

 

F.     Political Contributions

 

G.    Conflicts of Interest

 

H. Corporate Sponsored Memberships

 

V.            Protecting KEMET Assets

 

A.    Protection of Assets

 

B.    Use and Disclosure of Insider Information

 

C.    Proprietary and Confidential Information

 

D.    Records Management/Data Protection

 

VI.        Appendix

 

A.    Memorandum of Employee’s Agreement (MEA)

 

B.    Acknowledgement of MEA

 

 

 

A Letter from the CEO

 

Dear KEMET Employee:

 

KEMET has always been known as a company with high ethical standards. Our worldwide reputation for conducting business fairly, honestly, and ethically is one of our greatest assets and one that could not be easily repaired or replaced. Every decision we make and every action we take affects the way the world perceives us and the results we achieve. Each of us contributes to KEMET’s success in unique ways, but we share a collective responsibility to “do the right thing” and behave ethically at all times.

 

We believe that ethics and business are inseparable at KEMET—that no business objective can be achieved without following the highest ethical standards and complying with all local and national laws and regulations that pertain to our operations. Our ethical standards form the basis for many of our KEMET Values, especially “Integrity,” which states, “We are honest and ethical in all our business dealings, focused on the best interest of the company.” These standards extend to the treatment of our employees, our customers, and the communities in which we operate. This means that we are committed to fair dealings for all, conforming not only to the letter of the law but also with the spirit of the laws and regulations affecting our business around the world. We have achieved our worldwide leadership position by upholding our reputation and will continue to lead only if we keep that reputation intact.

 

To this end, we have committed our ethical standards to a Global Code of Conduct for our company. This Code is intended to provide employees with guidance to help them make responsible, lawful, and ethical decisions in their day-to-day work. I am asking each person in the KEMET organization to make a personal commitment to live up to the expectations outlined in our Global Code of Conduct, including but not limited to:

 

·                  Understanding and complying with all standards contained in the Code as they apply to your work for the company.

 

 

·                  Notifying the company if you believe a violation of the law or a violation of our ethical standards has occurred.

 

·                  Cooperating fully and honestly in the investigation of any alleged violation of the law or of our ethical standards.

 

Managers have additional responsibilities under the KEMET Global Code of Conduct. Specifically, each manager has the responsibility for creating an environment of trust that allows employees to report known or suspected violations and to voice their concerns without fear of retaliation. Each manager is also charged with addressing employees’ concerns about appropriate conduct promptly and with care and respect.

 

If you need to report a possible violation, we encourage you to go first to your manager, your HR manager, or the Chief Compliance Officer. However, if you do not feel comfortable going through normal channels, the company also provides an alternate, anonymous method for reporting concerns no matter where in the world you are located. KEMET’s ListenUp program is administered by a third-party organization not affiliated with the company, and all information provided through ListenUp is kept strictly confidential.

 

When we all work together to understand the values contained in the KEMET Code of Conduct and use them to guide our individual behavior, we protect the legacy of fair and ethical dealings built by past and present KEMET employees and set an example for those who will follow. Only one kind of performance will protect our reputation, increase our customers’ confidence in us, and enable us to grow and prosper, and that is performance with integrity. Don’t allow anything—not “making the numbers,” a chance to “beat the competition,” or even a direct order from a superior—to compromise your commitment to integrity.

 

Please take the time to read and understand our Global Code of Conduct. It is my hope that this document will foster a dialogue about key compliance and ethics issues you may face in the course of doing your job. If you have questions or comments about the Code, or about any KEMET policy, please discuss them with your manager, the HR Manager for your location, or the Chief Compliance Officer.

 

Thank you for your ongoing support of compliance and ethics at KEMET.

 

Sincerely,

 

Per-Olof Lööf

 

Chief Executive Officer

 

 

III.   Ethics in the Work Place

 

A.    Internal Accounting Controls

 

All KEMET employees share a responsibility for ensuring that the company’s business and financial records are complete and accurate reflections of the company’s operations and business activities. KEMET has established and maintains a comprehensive system of internal controls designed to ensure that accounting records provide reliable and accurate financial information in accordance with generally accepted accounting principles and other applicable laws and regulations. The Corporate Controller is primarily responsible for external (i.e., Securities and Exchange Commission) compliance and reporting. As a KEMET employee, however, you are responsible for making sure the documents and reports required for your job are also accurate and truthful (for example, time cards and expense reports). KEMET does not support or condone preparing false records under any circumstances.

 

If you become aware of any records that may be inaccurate, please report the situation immediately to your manager, HR manager, or the Chief Compliance Officer.

 

Q:          I was asked to work overtime and then instructed by my immediate supervisor not to include the overtime on my time card. Is this a violation of the Global Code of Conduct?

 

A:           Yes. It is not only a violation of the Code but in many countries, including the United States, it is illegal. In recording time worked, there must be no deviation from the facts. Any misstatement of the facts is contrary to the law and this Code.

 

 

III.         Ethics in the Work Place

 

B.    Human Rights

 

The company complies with all laws, including employment laws, in every country where we operate. However, in keeping with our commitment to the spirit as well as the letter of the law, all KEMET employees, regardless of location or position, are to be treated with fairness, dignity and respect at all times. We believe in fostering an atmosphere of open communication and in valuing individuals for their diverse backgrounds, experiences, styles, approaches, and ideas.

 

In turn, as a KEMET employee, you are expected to conduct yourself in a manner that supports respect and trust. You are trusted to behave at all times as a mature, responsible adult; to use good judgment in dealing with others, both inside and outside the company; and to treat co-workers with the same fairness, dignity, and respect you expect from others.

 

Supervisors and managers are also expected to create and maintain a working environment that ensures the fair and equitable treatment of all employees.

 

 

III.         Ethics in the Work Place

 

C.    Discrimination

 

KEMET complies with all Equal Employment Opportunity laws of the United States of America and regulations and other government-mandated Employment Practice laws in all countries where we do business. Beyond this adherence to the letter of the law, the company is committed to providing equal employment opportunities for all of its employees whether or not their country mandates such protection. We do not discriminate on the basis of race, color, religion, sex, age, national origin, disability or veteran status unless the limitation is a bona fide occupational requirement. KEMET also makes reasonable accommodations for disabled employees. We follow these principles in all areas of employment, including recruitment, hiring, training, promotion, compensation, benefits, transfer, and social and recreational programs.

 

Q:          I am of a different national origin than most of the people in my department. Recently, I was denied a promotion for which I feel I am better qualified than the person who was selected. Is this illegal discrimination?

 

A:           Maybe. There are many factors considered in determining who is the best-qualified candidate for a position. However, if you feel that you were discriminated against, then the situation needs to be discussed with your manager or HR manager. He or she will be able to look into the situation to determine whether the selection was made based on legal, valid differences in qualifications or, illegally, on the basis of national origin.

 

 

III.         Ethics in the Work Place

 

D.    Harassment

 

KEMET believes that every employee should be able to work in an environment that is free from harassment of any kind. This includes any conduct that affects the employee’s job status or creates a hostile or offensive work environment. The company will take all necessary action to prevent harassment not only by employees, but also by customers, suppliers, and other non-KEMET employees.

 

More specific information about KEMET’s position on harassment can be found in Corporate HR Policies & Procedures Document, Corporate Harassment Policy — All Employees

 

Q:          I am a woman who works in a department that is predominantly male. One of my co-workers frequently makes jokes about women. I have told him several times that I do not like it, but he tells me it is “all in good fun” and that I need to “lighten up” if I’m going to work in this area. Is this considered harassment under KEMET policy and this Code of Conduct?

 

A:           Yes. Please discuss the situation immediately with any supervisor, manager, officer of the company, or member of the Human Resources staff so that an investigation can be initiated. If the investigation reveals that the complaint is valid, the company will take immediate and appropriate corrective action to stop the harassment and prevent its recurrence.

 

 

III.         Ethics in the Work Place

 

E.     Health, Safety and Environment

 

A number of environmental laws, standards, requirements, and policies apply to our worldwide business operations and products. As a KEMET employee, you have a responsibility to understand and follow these as they apply to your work. In general, the company is committed to:

 

·                  Conserving energy, water, raw materials and other natural resources

 

·                  Managing materials and wastes properly

 

·                  Reducing/minimizing the use of hazardous materials in our products

 

·                  Minimizing the environmental impact of our manufacturing technologies

 

In addition, KEMET is committed to taking all reasonable action to protect employee health and safety within our work places. In turn, you are expected to carry out your duties and responsibilities in a manner that is compatible at all times with KEMET health, safety and environmental policies.

 

Q:          We have an established procedure in my department for disposing of process waste. I have observed certain individuals in my area who think it is a waste of time to follow the procedure and instead dispose of process waste down the drain. Does the Code of Conduct make it my responsibility to report these individuals?

 

A:           Yes. Not only are these individuals violating KEMET policy and breaking the law, but they are also creating an unsafe workplace for themselves, for you, and for all of your coworkers. Please report the situation immediately to your Manager, your HR Manager, or the Chief Compliance Officer. If you prefer to remain anonymous, you can report your observations through ListenUp.

 

 

III.         Ethics in the Work Place

 

F.     Substance Abuse

 

A safe and healthy work environment must be free of substance abuse. Under no circumstances may an employee report to work, operate company equipment or a company vehicle, perform assigned duties, or engage in company business on or off company property while under the influence of alcohol, illegal drugs, or controlled substances. This does not preclude the consumption of reasonable amounts of alcohol during meals or other entertainment with clients in accordance with appropriate business practices. Serving alcoholic beverages on company premises to customers, guests or company employees, such as during company functions, requires written approval from a corporate officer.

 

Employees are also prohibited from selling, purchasing, manufacturing, possessing, or distributing alcohol, illegal drugs, or controlled substances while on company property or while conducting company business. KEMET may inform appropriate law enforcement agencies in conjunction with the enforcement of this policy.

 

This prohibition does not extend to employees who are taking legal drugs prescribed by a licensed physician. However, even those medications must not impair your performance of the essential functions of your job or present a threat to the health or safety of yourself or others in the work place.

 

More specific information about KEMET’s position on substance abuse can be found in Corporate HR Policies & Procedures Document, Substance Abuse Policy — All Employees.

 

Q:          My doctor prescribed a medication for my allergies that makes me drowsy. Is taking this medication while I’m at work a violation of the Code?

 

A:           It may be, depending on the extent of your drowsiness and the type of work you perform. The best course of action in this case is to discuss your situation with a member of the company medical staff. He or she will be able to give you additional guidance as to what actions, if any, may be required to ensure your safety as well as the safety of those who work with you.

 

 

III.         Ethics in the Work Place

 

G.    Electronic Information Systems

 

KEMET’s electronic information systems are part of the company’s business equipment and technology platform and should be used for company purposes. Electronic information systems include any form of electronic communication or electronic data storage.

 

KEMET employees, contractors, and others granted access to the company’s electronic information systems are responsible for using these systems properly, responsibly, and in accordance with company policy.

 

As a user of KEMET’s electronic information systems, you do not have a personal privacy right in any data created, stored, received, or sent via these systems.

 

More specific information about KEMET’s position on the use of company electronics information systems can be found in Corporate HR Policies & Procedures Document, Electronic Information Systems — All Employees.

 

Q:          A co-worker sent me offensive and inappropriate material via e-mail. What action should I take?

 

A:           First, you should delete the material. You should also contact the individual and let them know that the material was offensive to you. This is an example of using KEMET’s Electronics Information Systems inappropriately for something other than business purposes. If this continues, it may be a violation of KEMET’s harassment policy and you should contact your manager, your HR manager, or the Chief Compliance Officer for follow up.

 

 

III.         Ethics in the Work Place

 

H.    Privacy and Personal Information

 

Many countries have implemented, or are planning to implement, privacy laws that set requirements for the appropriate handling of personal data (any information that can be used to identify, contact, or locate an individual). KEMET will comply at all times with the privacy laws enacted by countries in which we do business.

 

In addition, KEMET is committed to protecting the reasonable privacy expectations of everyone we do business with, including our customers, suppliers, and employees. We will collect, store, process, transmit, and/or share personal information only on a strict need-to-know basis as required by law or contract. In all instances, we will respect the individual’s right to privacy by being good, responsible stewards of their personal information.

 

Q:          One of my co-workers has access to certain personal employee information in the course of doing his or her job.  Occasionally, he “hints” at something he knows about an individual. Is this a violation of the Code of Conduct?

 

A:           Yes, it is. Anyone who has confidential employee information entrusted to him or her has an obligation to treat that information with complete confidentiality. Please report this situation to your manager, your HR manager, or the Chief Compliance Officer so that an investigation and, if appropriate, corrective action can be initiated. If you prefer to remain anonymous, you can report this information via ListenUp.

 

 

IV.   Ethics in the Market Place

 

A.    Fraud

 

Fraud is defined as intentional deception for personal gain. Fraudulent acts are always wrong, including but not limited to such things as:

 

·                  Embezzlement — the theft of company funds

 

·                  Forging or altering negotiable instruments such as checks

 

·                  Misuse of assets belonging to KEMET, an employee, customer, partner, or supplier

 

·                  Filing a false expense report

 

·                  Taking cash, securities, supplies, or any other company asset for personal use

 

·                  Establishing or maintaining an undisclosed or unrecorded bank account, fund, or asset of KEMET

 

·                  Unauthorized handling or reporting of company transactions

 

·                  Making false, artificial, or misleading entries into the company’s records or financial statements

 

KEMET will never engage in fraudulent acts and will take immediate action against anyone who engages in fraud at KEMET’s expense.

 

Q:          I know for a fact that a co-worker removed tools belonging to KEMET from the work place. Is this fraud?

 

A:           If he/she removed the tools without permission, without properly signing them out, and with no intention of bringing them back, it is theft, which is indeed a form of fraud. Please report this act to your manager, HR manager, or Chief Compliance Officer so that it can be investigated. If you prefer, you may report it anonymously through ListenUp.

 

 

IV.   Ethics in the Market Place

 

C.    Gifts/Entertainment

 

KEMET operates in many countries around the world, and customs regarding business gifts and favors vary greatly. There are times when it may be respectful or appropriate to offer or receive business gifts or favors, including entertainment, as gestures of mutual appreciation and gratitude. Offering or accepting properly recorded business meals, entertainment, or token gifts intended and understood as simple courtesies meant to foster understanding and communication with suppliers, customers, and public officials is allowed.

 

Acceptable business gifts, favors, or entertainment are generally those that:

 

·                  Are infrequent, non-cash, and not excessive in value (defined as no more than US $100 or local currency equivalent)

 

·                  Comply with all applicable U.S. and foreign laws

 

·                  Would not embarrass the company, the person receiving the gift, or the person giving the gift

 

In the event you receive a gift or other favor valued at more than US $100, you must notify your manager or HR Manager and explain the circumstances. In the event you elect to keep the gift or accept the favor, you may be required to contribute an amount equal to the value of the gift or favor to a charitable organization of your choosing. This contribution needs to be documented and a copy forwarded to the Chief Compliance Officer along with details of the circumstances.

 

If you ever have a question about a business gift, favor, or entertainment, contact your manager, HR Manager or the Chief Compliance Officer for assistance in determining the correct course of action.

 

 

Q:          I work in the Purchasing department. A supplier has offered me the opportunity to play golf at his very exclusive country club. Would that be considered acceptable business entertainment?

 

A:           It depends. Are other customers of the supplier also invited to the outing? Is there a purchasing decision about to be made that the supplier may be trying to influence? To be safe, the best course of action would be to discuss the situation with your manager, HR manager, or the Chief Compliance Officer before accepting or declining the invitation.

 

 

IV.   Ethics in the Market Place

 

D.    Antitrust and Competition

 

Antitrust laws, sometimes also called competition laws, govern the way that companies interact with their competitors, customers, and suppliers in the market place. They are designed to encourage competition by prohibiting unreasonable restraints on trade. KEMET and its directors, officers, and employees are required to comply with the antitrust and unfair competition laws of the many countries in which the company does business. These laws are complex and vary considerably from country to country. They generally concern:

 

·                  Agreements with competitors that harm customers, including price fixing and allocations of customers or contractors,

 

·                  Agreements that unduly limit a customer’s ability to sell a product, including establishing the resale price of a product or service or conditioning the sale of products on an agreement to buy other company products and services, and/or

 

·                  Attempts to monopolize, including pricing a product below cost in order to eliminate competition.

 

KEMET is committed to competing vigorously but fairly for suppliers and customers in all regions and countries where we do business. Violating antitrust laws is a serious matter, and could place both the company and the individual at risk for substantial criminal penalties. If you ever have a question about compliance with antitrust laws, it is very important that you contact your manager, HR Manager, or the Chief Compliance Officer for guidance.

 

 

Q:          During a trade show, I was chatting informally with sales representatives from some of our competitors when the discussion turned to how profit margins have been slipping for all of us. Although it seemed innocuous, I felt a little uncomfortable discussing profit margins with competitors, so I excused myself and walked away. Did I do the right thing?

 

A:           Yes. This type of conversation can definitely be a potential problem. If some or all of the competitors involved in the discussion subsequently raise their prices, a court could conclude that everyone present during the conversation, whether they said anything or not, was engaged in a price-fixing scheme.

 

 

IV.   Ethics in the Market Place

 

E.     Export Control/Sanctions

 

Laws and regulations govern imports and exports in every country in which KEMET does business. In many cases, these laws require an export license or other appropriate government approvals before an item may be shipped or transferred.

 

As KEMET employees, each of us has a responsibility to comply with these laws and regulations. As a minimum:

 

·               All goods must be cleared through customs, and

 

·               We should not proceed with a transaction if we know or suspect that a violation has occurred or is about to occur.

 

Violations, even inadvertent ones, could result in significant fines and penalties, denied export licenses, loss of export privileges, or increased customs scrutiny and delays. If you ever have a question about the proper course of action in handling imports/exports, contact your manager, HR manager, or Chief Compliance Officer immediately.

 

 

IV.   Ethics in the Market Place

 

F.     Political Contributions

 

KEMET obeys all laws in promoting the company’s position to governmental authorities and in making political contributions. However, the company reserves the right to lobby for issues that impact our business within the letter and spirit of those laws.

 

No political contribution to any candidate, party, incumbent, or interest group may be made on behalf of the company by any KEMET employee without the express permission of the Board of Directors.

 

Q:          A manager in my department has asked all of us to purchase tickets to a political fundraiser for a candidate he supports. Is this a violation of the Code of Conduct?

 

A:           Yes. Although KEMET respects your right to participate in political activities on your own behalf or on behalf of any cause or candidate you favor, employees are expected to refrain from any political activities at work. In addition, because he is a manager, this individual may be perceived as using his position of authority to pressure you into making a contribution to this candidate. Finally, if this occurred during working time or in a work area, it may also be a violation of KEMET’s non-solicitation policy. Please report this immediately to your HR manager or the Chief Compliance Officer so it can be investigated.

 

 

IV.   Ethics in the Market Place

 

G.    Conflicts of Interest

 

Employees have a duty to advance KEMET’s legitimate interests when the opportunity to do so arises. No director, officer, or employee of the company may have a personal, financial, or family interest that could in any way keep him/her from acting in the best interest of the company.

 

Specifically, directors, officers, and employees are prohibited from:

 

·              Taking for themselves personally any opportunities that are discovered through the use of company property, information, or position

 

·              Using corporate property, information, or position for personal gain, and/or

 

·              Competing with the company.

 

Any actual or potential conflict of interest must be reported to your manager, HR manager, or Chief Compliance Officer as soon as it is recognized.

 

Q:          My brother operates a cleaning company. I recently learned that KEMET will be choosing a new cleaning company soon. I will have no part in selecting the new company nor will I share any insider information with my brother that would give him an unfair advantage in submitting a bid. Is it OK if I tell him about this opportunity?

 

A:           Yes. Under the circumstances you have described, it is probably OK. However, to avoid even the appearance of any impropriety, you should discuss the situation with your manager, HR manager, or the Chief Compliance Officer before you take action.

 

 

Q:          A co-worker in my department is organizing a bowling tournament to benefit her son’s scout troop. She said she copied the company’s logo onto the flyer that she sent out to her friends to give it more “weight.” Is this a violation of the Code of Conduct?

 

A:           Yes, it is. Using the company’s logo on the flyer implies that the company is sponsoring the tournament in some way. This is not an appropriate use of the company logo. Please report this situation to your manager, your HR manager, or the Chief Compliance Officer so that it can be investigated and appropriate corrective action taken. If you prefer to remain anonymous, you may report it using ListenUp.

 

 

V.    Protecting KEMET Assets

 

B.    Use and Disclosure of Insider Information

 

Directors, officers, and employees of the company, along with their immediate family members, are not allowed to trade in securities or any other kind of property based on knowledge that comes from their jobs, if that information has not been reported publicly. In addition, directors and executive officers can only trade in company stock, as specified by SEC regulations, after first notifying and receiving the approval of the Company’s General Counsel. It is against the laws of many countries, including the United States, to trade or to “tip” others who might make an investment decision based on inside information.

 

It is expressly prohibited to use non-public information to buy or sell company stock or the stock of a company supplier, customer or competitor, or to exercise company stock options.

 

Additional information applicable only to directors and senior personnel can be found in Corporate HR Policies and Procedures Document, Statement of Policy to Directors, Officers and Key Employees concerning Securities Trading and Disclosure of Confidential Information.

 

Q:          A co-worker has been bragging about making a big profit by buying the stock of another company that he learned, through his involvement with the project, would be providing parts to us for an innovative new product. He claims that, since he did not use the information to buy our company’s stock, it is not insider trading.  Is he right?

 

A:           No, he is not right. He used non-public information to buy the stock of a company supplier, so it does fall under the prohibitions against insider trading. Please report this situation immediately to your manager, HR manager, or the Chief Compliance Officer. If you prefer to remain anonymous, you can report it through ListenUp.

 

 

V.    Protecting KEMET Assets

 

C.    Proprietary and Confidential Information

 

Each director, officer, and employee will safeguard all proprietary and confidential information by marking such information accordingly, keeping it secure, and limiting access to those who have a need-to-know in order to do their jobs. This includes:

 

·                  Information that is not generally known to the public,

 

·                  Information that could be helpful to competitors, and

 

·                  Information that suppliers or customers have entrusted to the company.

 

The obligation to preserve the company’s confidential information continues even after employment ends. Unless prohibited by the law of a new employee’s legal country of residence, each new salaried employee is required to sign a Memorandum of Employee’s Agreement, or MEA, at the time of hire.  In addition, each salaried employee who signed an MEA at the time of hire is required to sign a letter acknowledging the MEA and the fact that it is still binding upon termination of employment with KEMET.  A copy of the MEA and MEA acknowledgement letter can be found in the appendix of this document.

 

Please address any question about whether or not information you acquire in the course of doing your job is proprietary or confidential to your manager, HR manager, or the Chief Compliance Officer.

 

Additional information about this topic can be found in Section V. A. of this document, Protection of Assets.

 

 

Q:          An engineer I work with in Product Design always puts sensitive product drawings into a locked drawer before she goes to lunch. Is this an acceptable way to safeguard proprietary and confidential information?

 

A:           Yes. Unless another more stringent procedure has been established by your department, this appears to be a very responsible way to handle proprietary and confidential information.

 

 

V.    Protecting KEMET Assets

 

D.    Records Management/Data Protection

 

KEMET has a comprehensive records management policy that all employees are expected to follow.  Company records must be maintained or destroyed only in accordance with the established records retention schedule. No employee is allowed to alter, conceal, or destroy documents or records that are subject to an investigation or that may be used in an official proceeding. This includes paper documents and electronic documents such as e-mail.

 

Additional procedures for safeguarding electronic records are established by the Information Technology (IT) group.

 

The document establishing the KEMET records management policy is found in the KEMET Quality Manual.

 

Policies governing the management and protection of electronic information are found in the Computer Policies and Standards database.

 

Q:          One of my co-workers has trouble remembering his computer password, so he writes it down in the back of the calendar on his desk. Everyone in the department knows where it is. Is this a violation of the Code of Conduct?

 

A:           Yes, it is. Corporate HR Policies and Procedures Document, Electronic Information Systems — All Employees, requires that passwords, certifications, and/or IDs must be protected and not shared with others. Please report this situation to your manager, HR manager, or Chief Compliance Officer so that it can be investigated. If you prefer, you may report it anonymously through ListenUp.

 

 

VII. Appendix

 

A.            Memorandum of Employee’s Agreement

 

IN CONSIDERATION OF MY EMPLOYMENT by KEMET Corporation or its divisions or subsidiaries (the “Company”) in a capacity which makes available to me confidential information concerning the technology and trade secrets on which the Company’s business depends, I agree:

 

To keep confidential and not disclose or use, either during or subsequent to my employment, any secret or confidential technology, information or trade secrets of the Company, including but not limited to present or prospective products, processes, production methods, research and development activities, licensing programs, supplier and customer relationships, and sales and marketing activities which are not known generally to our competitors, except as required in my employment with the Company or as authorized in writing by the Company; and

 

To assign to KEMET Corporation all inventions made by me, alone or jointly with others, in the course of such employment, relating to the business of the Company or resulting from tasks specifically assigned to me by the Company.

 

I further agree to perform all actions taken in connection with my employment with the Company in a manner which is consistent with the Global Code of Conduct.

 

This Memorandum of Employee’s Agreement shall continue in effect for the duration of my employment with KEMET Corporation, whether at the location at which it was signed or in the event of my transfer to another location or to an affiliated company of the Company either in the United States or overseas.

 

It is understood and agreed that this Agreement does not bind either party to any specific period of employment.

 

EXEMPT	NON EXEMPT	EMPLOYEE’S GOVERNMENT ISSUED IDENTIFICATION NUMBER (ie SOCIAL SECURITY NUMBER)
DATE		SIGNATURE OF EMPLOYEE
LOCATION & DEPARTMENT		FULL NAME OF EMPLOYEE — TYPEWRITTEN
KEMET Corporation		BY:
DATE		SIGNATURE OF CORPORATION OFFICER
DEPARTMENT		NAME OF CORPORATION OFFICER – TYPEWRITTEN

 

 

VII. Appendix

 

B.            Acknowledgement of Memorandum of Employee’s Agreement

 

To:

 

During your employment with Union Carbide Corporation/KEMET Electronics Corporation, you signed a “Memorandum of Employee’s Agreement” in which you agreed to assign to Union Carbide/KEMET all inventions by you, alone or jointly with others, in the course of your employment relating to the business of the Corporation. This Agreement also provided that confidential information you acquired during your employment was to be kept confidential and not used or disclosed after your employment except as authorized in writing by the Corporation.

 

The proprietary information covered by your Agreement includes any specific information acquired through your employment with us concerning our present or prospective products, processes, production methods, research and development activities, licensing programs, supplier and customer relationships, and sales and marketing activities which is not known generally to our competitors. Information which you participated in developing is just as confidential as information developed by others.

 

We recognize that your employment with us has contributed to the growth of your skills and is an inseparable part of your skills, and you are free to use any non-confidential information which you acquired while in our employ. At the same time we intend to protect the specific technical and business details acquired by us through large investment and effort. We are confident, however, that you desire to carry out your obligations under your Agreement with us; and if in the future you have any questions about the propriety of using or disclosing any particular information acquired from us, we will be very glad to discuss the matter with you prior to use or disclosure.

 

Now that your employment is being terminated, we wish to call your attention to the aforementioned Agreement signed by you and request that you acknowledge receipt of this reminder letter by signing the extra copy provided for this purpose.

 

				Very truly yours,
				Larry C. McAdams
				Vice President, Human Resources
Signed:				Witnessed:
Date:				Date: