NOMINATING AND CORPORATE GOVERNANCE
The Nominating and
Corporate Governance Committee of the Board of Directors of KEMET Corporation
shall consist of a minimum of three directors. These should include the chairs
of the Audit and the Compensation Committees. Members of the Committee shall be
appointed and may be removed by the Board of Directors. All members of the
Committee shall meet the independence requirements of the New York Stock
Exchange and such other standards as may be established by the Committee.
The purpose of the
Committee shall be to assist the Board in identifying qualified individuals to
become Board members, in determining the composition of the Board of Directors
and its Committees, in monitoring a process to assess Board effectiveness and
in developing and implementing the Corporationís corporate governance
Committee Authority and
In furtherance of this
purpose, the Committee shall have the following authority and responsibilities:
- To lead the search for individuals qualified to
become members of the Board of Directors and to select Director nominees to be presented for stockholder approval at
the annual meeting. The Committee shall select individuals as Director nominees who shall have the highest personal and
professional integrity, who shall have demonstrated exceptional ability
and judgment and who shall be most effective, in conjunction with the
other nominees to the Board, in collectively serving the long-term
interests of the stockholders.
- To develop a set of criteria for Board
membership which shall include factors relating to business experience,
diversity, occupation, and personal skills in technology, finance,
marketing, international business, financial reporting and other areas
that are expected to contribute to an effective Board. The Committee shall
periodically review the director recruitment and selection process to
insure that diversity remains a component of any director search.
- To review the Board of Directorsí Committee
structure and to recommend to the Board for its approval Directors to
serve as members of each Committee. The Committee shall review and
recommend Committee slates annually and shall recommend additional Committee
members to fill vacancies as needed.
- To develop and recommend to the Board of
Directors for its approval an annual self-evaluation process of the Board
and its Committees. The Committee shall oversee the annual
- To review the institutional and other
affiliations of directors and director candidates for possible conflict of
- To develop and recommend to the Board of
Directors for its approval a set of corporate governance guidelines. The
Committee shall review the guidelines on an annual basis, or more
frequently if appropriate, and recommend changes as necessary.
- The Committee shall have the authority to
delegate any of its responsibilities to subcommittees as the Committee may
deem appropriate in its sole discretion.
- The Committee shall have authority to retain any
search firm engaged to assist in identifying Director candidates,
and to retain outside counsel and any other advisors as the Committee may
deem appropriate in its sole discretion. The Committee shall have sole
authority to approve related fees and retention terms. The engagement of
any such search firm, outside counsel or other advisor to assist in
identifying Director candidates shall be done in
a manner consistent with the criteria outlined in this Charter.
- The Committee shall establish a process pursuant
to which the Committee shall annually evaluate the performance of the
Chief Executive Officer.
- The Committee shall determine a schedule for
regular executive sessions in which non-management directors meet without
management participation. The chair of the Committee shall preside over
- The Committee shall have full access to the
Companyís executives as necessary to carry out the Purpose of the
- The Committee shall oversee and review the
Companyís process for providing information to the Board and should assess
the channels through which the Board receives information, and the quality
and timeliness of the information received.
- The Committee shall report its actions and
recommendations to the Board after each Committee meeting and shall
conduct and present to the Board an annual performance evaluation of the
Committee. The Committee shall review at least annually the adequacy of
this Charter and recommend any proposed changes to the Board for approval.