Foreword

The TDK Code of Conduct specifically provides the standards and guidelines for compliance with all laws, regulations and social norms, to be followed by TDK Corporation (TDK) and its consolidated subsidiaries (collectively “the TDK Group”), as well as all directors, officers, employees and company auditors who are the members of the TDK Group.
The TDK Code of Conduct consists of the following two elements:

1. TDK Code of Conduct

Guidelines for implementing the corporate philosophy and management policies in the corporate activities of the TDK Group

2. TDK Code of Conduct Program

Stipulates procedures for implementing the TDK Code of Conduct

In addition, the TDK Charter of Corporate Behavior stipulates the universal matters that should be commonly practiced by members of the TDK Group.

Creation, revocation and/or amendment of the TDK Code of Conduct shall be subject to the approval of the Board of Directors of TDK. Violations of the TDK Code of Conduct may result in disciplinary action in accordance with applicable laws and regulations, the work rules and/ or other applicable company rules.

For the purpose of implementing the TDK Code of Conduct, each member organization of the TDK Group will:

1. Distribute copies of the TDK Code of Conduct Handbook to TDK Members, and also internally post a link to the TDK Code of Conduct on the intranet;
2. Periodically hold internal seminars/training regarding observance of the TDK Code of Conduct; and
3. Establish Help Lines or Consultations for its employees, to which the employees of the TDK Group may directly ask their questions and concerns regarding the TDK Code of Conduct and seek advice.

【Basic Structure】

The Board of Directors of TDK shall appoint the Global Chief Compliance Officer (GCCO) to lead the compliance initiatives of the TDK Group and establish the Compliance Committee as an advisory board to the GCCO.

【Basic Rationale】

This chapter outlines TDK’s basic rationale concerning how the TDK Group and its members should conduct themselves. We suggest that each one of us take this opportunity to reflect on our conduct and do some soul-searching in light of this basic rationale. If there is some kind of problem in yourself or in your vicinity, finding the courage and taking steps to eliminate it will lead to the creation of a better corporate culture.
We will emphasize "Customer Focus," "Challenge," "HR Development," and "Diversity," which are stipulated in the "TDK Value" precepts, and endeavor to improve problems rather than neglect them.

2.1 Business Activities

2.1.1 Supply of socially beneficial and safe products and services and the earning and maintaining of trust from consumers/customers

The products and services the TDK Group provides are the foundation of the TDK Group. In order to assure this foundation, the TDK Group shall make every effort to reinforce and improve its manufacturing technology and product development, and create new value. It should be noted that excellent products and services require that they are of high quality, and not harmful in any way to human life, health or property. The TDK Group has used its best efforts to achieve this goal.

1. Resolution of social issues through creation of new value

   For the purpose of contributing to the resolution of social issues, TDK Members shall strive to apply the Corporate Motto "Contribute to culture and industry through creativity" by producing, and providing to society, creative products/ services.

2. Establishment/maintenance of medium and long-term relationships of trust with consumers/business partners

   TDK Members must always pay close attention to market evolution and be sensitive to the diverse/complicated/ sophisticated needs of consumers/customers. In addition, for the purpose of the sustainable development of society, etc., respective TDK Members must assess the needs of society from medium and long-term perspectives. Since the products of the TDK Group (TDK Products) are used for a wide range of purposes, it is necessary for all TDK Members to establish medium and long-term relationships of trust with consumers, customers and other business partners. This is essential for the existence of the TDK Group and is achieved by properly and accurately responding to the customers’ needs. In particular, in light of growing interest in the limited nature of resources/energy and issues on climate change, the TDK Group shall strive to develop and provide environmentally-friendly products/services which may promote energy saving, conservation of natural resources, and biological diversity. In addition, in preparation for natural disasters and other unforeseeable situations, the TDK Group compiles business continuity plans. If such a situation occurs, the TDK Group shall make speedy efforts to obtain information about conditions and adopt countermeasures.

3. Securing the quality and safety of products/services

   It is imperative that the safety of all TDK Products be constantly checked at each and every stage of manufacture and sale (i.e., research and development, design, manufacture and sale) in order to avoid accidents and injuries arising from defective products (e.g., damage to life, person or property of users). TDK Members shall, in a thorough manner, comply with relevant laws and regulations concerning the safety of products, and official guidelines, if any, and shall emphasize product quality and safety.

4. Damage control

   When an accident occurs due to a defective TDK Product, steps for damage control must be immediately taken. If the circumstances warrant, the TDK Product that caused the accident should be recalled and related information should be promptly disseminated to the users and the consumers of the TDK Product. It is the TDK Group’s belief that a duty to prevent further accidents from the same defective product is owed by a supplier of such product, and the supplier must commit itself to fully performing that duty.

5. Prevention of the recurrence of any product quality or safety related problems

   When a TDK Product is found to be defective, unless the cause of such defect is investigated and the problem is completely eliminated, the same and similar accidents are likely to recur.
   Therefore, for the purpose of preventing the same or similar accidents from happening, the TDK Group should establish an internal system, by which information and records regarding any and all defective products are properly maintained and exchanged within relevant departments or organizations of the TDK Group.

2.1.2 Maintenance of sound and good relationships with customers, suppliers and other business partners

The TDK Group shall prohibit the giving and acceptance of entertainment/gifts/money that are aimed at obtaining/maintaining improper benefits and preferential treatment in domestic and foreign business transactions. The TDK Group shall take the initiative to reform attitudes that rationalize the acceptance of entertainment and gifts based on meaningless business formalities. The TDK Group shall not tolerate acts that violate laws, regulations, and social norms, such as blackmail, bribery, corruption, and embezzlement, or the acceptance of money or articles through such acts. TDK Members are required to exercise good judgment and take sensible action to avoid any misinterpretations and negative effects on the reputation of the TDK Group or other TDK Members. Furthermore, TDK Members shall also maintain sound and normal relationships with political bodies and governmental agencies.

1. Customer Relations

   TDK Members shall comply with applicable laws and regulations/socially acceptable norms when providing any entertainment and gifts, and shall not give any benefits in contravention of such laws and norms. TDK Members are strictly prohibited from giving customers private/arbitrary rebates, commissions and other forms of unjust benefits.

2. Supplier Relations

   At the time of selecting suppliers, TDK Members shall make a policy regarding the conduct of transactions available both internally and externally and shall base such selection on rational criteria, so that fairness and transparency are secured. In conducting transactions (including contracting and outsourcing), TDK Members shall take an interest in suppliers’ compliance with laws and regulations, product quality/safety, environmental preservation, information security, fair trade/ethics, health and safety, human rights/labor conditions,as well as economic rationality, and shall thereby strive to discharge their own social responsibilities. Furthermore, TDK Members shall not abuse their positions in transactional relationships with suppliers. TDK Members shall comply with applicable laws and regulations/socially acceptable norms when accepting any entertainment and gifts, and shall not receive any benefits in contravention of such laws and norms.
   When a TDK Member receives any offer for such benefits, he or she must reject it or, if he or she has accepted,return the benefits in a timely manner.

3. Relations with Public Employees, Etc.

   TDK Members shall build highly transparent relations with public employees in Japan and other countries and shall not engage in acts that invite misunderstanding or suspicion of collusion. Similarly, TDK Members shall not provide entertainment, gifts, money, etc. to government personnel who are not public employees (individuals working for governmental organizations, etc.) with the purpose, or seemingly with the purpose, of obtaining preferential treatment.

2.1.3 Maintenance and promotion of fair, transparent and free competition

It is the TDK Group’s basic policy to participate in fair, transparent, and free competition and to carry out appropriate corporate activities in compliance with the competition laws in each country. These laws are intended to preserve fair and vigorous competition and to prohibit business practices that interfere with that competition. For example, the TDK Group shall not engage in cartel acts such as agreeing with competitors on prices, production volumes (production plans), sales areas, and the like, which are illegal acts and behavior that damages the reputation of the company. The TDK Group and TDK members shall at all times comply with the letter and spirit of these laws. In addition, in pursuing profits in the course of carrying out corporate activities, TDK members shall always seek to conduct themselves with integrity and corporate ethics in mind.

2.1.4 Protection of intellectual property rights

Intellectual property rights are the rights given to creations and inventions made from intellectual activities. Examples of intellectual property rights include patent rights, utility model rights, design rights, trademark rights, industrial property rights, copyrights, as well as any confidential information including know-how, and technology/business secrets that are kept by each company as confidential information. For industrial companies, intellectual property rights are the source of income and profits, and, thus, intellectual property rights deserve vigorous protection on a worldwide level. TDK Members must facilitate the creativity and the protection of intellectual property rights of the TDK Group, and must also be careful not to infringe upon the intellectual property rights of others.

1. Intellectual property rights of the TDK Group

   The TDK Group shall actively develop and provide new products/services and contribute to the development of society, by establishing, accumulating and utilizing intellectual property rights. In addition, in light of the fact that protection of intellectual property rights is the source of corporate competitiveness, the TDK Group shall take measures to ensure sufficient legal protection of any intellectual property.

2. Confidential information of the TDK Group

   If confidential information belonging to the TDK Group is leaked to outsiders, the interests and reputation of the TDK Group may be damaged. Confidential information may be transmitted and communicated by means of electronic medium, product medium, oral communication or written form. In order to achieve proper management and maintenance of the confidential information of the TDK Group, it is important to clearly identify information that is to be treated as confidential information. TDK Members shall handle confidential information of the TDK Group in accordance with internal company rules concerning trade secrets established and adopted by each member organization.

3. Intellectual property rights of third parties

   The TDK Group respects the intellectual property rights of third parties. TDK Members are prohibited from using any confidential information that is unlawfully obtained.

2.1.5 Conflicts of interest

TDK Members should avoid any situations that may involve or even appear to involve conflicts between their personal interests and the interests of the TDK Group. In addition, in dealing with current or potential customers, suppliers, contractors or competitors, TDK Members should exclude any personal advantage. Each TDK Member must make prompt and full disclosure in writing to his or her supervisor or manager of any situation that may involve or even appear to involve a potential conflict with the interests of the TDK Group.

2.1.6 Business opportunities of the TDK Group

TDK Members shall not use confidential information about the TDK Group or its business, TDK Members, customers or suppliers for any personal purpose and shall manage such information in compliance with applicable laws and regulations. In addition, TDK Members are prohibited from disclosing such information to others outside their normal duties.

TDK Members are prohibited from:

1. Personally benefiting from opportunities that are discovered through the use of the TDK Group’s property, or through their contacts, information or position within the TDK Group;
2. Accepting employment or engaging in business (including investment, consulting or similar arrangements) that may conflict with the performance of their duties for the TDK Group or the business interests of the TDK Group;
3. Soliciting, demanding, accepting, or agreeing to accept something of value not belonging to the TDK Group from someone in conjunction with the execution of their employment or duties for the TDK Group; and
4. Acting on behalf of the TDK Group in any transaction in which they, or any member of their family, has a significant direct or indirect financial interest.

2.1.7 Fair dealing

TDK Members shall undertake to deal fairly with the TDK Group’s customers, suppliers, competitors and employees. Additionally, no TDK Member should take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair business practices.

Prospective TDK Members must disclose the existence of, and submit copies of, any agreements imposing restrictions upon them before they join TDK (including employment agreements, non-compete or non-solicitation agreements, confidentiality agreements or similar agreements with former employers). In no event shall any of TDK Members unjustly use any confidential information or property of any third party (including a former employer), in the performance of their duties for or on behalf of the TDK Group.

2.1.8 Protection and proper use of TDK Group assets

All TDK Members must properly manage, protect, and use the tangible and intangible assets and information of the TDK Group, as well as any tangible and intangible assets and information entrusted to them by business partners, such as customers and suppliers, or their employees. The theft, damage due to carelessness, and waste of such assets and information can directly impact the TDK Group’s profitability, reputation, and success. The damage, loss, or use in an unauthorized manner of such assets and information is strictly prohibited. In particular, TDK Members who, in the performance of their duties, acquire important information from insiders in the TDK Group, business partners, such as customers and suppliers, or any other listed company must not engage in the trading of shares of the company concerned prior to the information being made public.

2.1.9 Respect for the TDK brand

Since the TDK brand is one of the most important management resources of the TDK Group, TDK Members shall endeavor to maintain and improve the value of such brand.

In addition, TDK Members must (i) recognize the meaning of the TDK Corporate Mark, described by the TDK Group in the following way: “the geometrical design of the TDK Corporate Mark expresses the framework in which the magnetic materials TDK started out with and other materials as well as electronic components created from them are used in a variety of applications, and also expresses TDK’s determination to contribute to society by playing a key role in linking points in the electronics industry”; and (ii) shall endeavor to perform corporate activities in line with such meaning of the TDK Corporate Mark.

2.1.10 Conveyance of information

TDK Members shall, in the course of conducting their business, promptly report not only good information but also any bad information to senior executives and other top management.

2.2 The TDK Group and Employees

2.2.1 Respect for development of workforce

Considering human development is an important factor in the prosperity of its business, the TDK Group will develop a workforce with the following characteristics, for the purpose of implementing/ realizing the corporate motto in the course of its corporate activities:

• a workforce that demonstrates great creativity and constructiveness with a vision in mind;
• a workforce that demonstrates a strong ability to move into action to resolve issues courageously; and
• a workforce that thoroughly maintains a spirit of honesty and service in order to win trust.

The TDK Group, which regards innovation as the key foundation for the sustained growth and competitiveness of its business, will develop and employ a workforce that thinks and acts independently for the purpose of continuously promoting such innovation.

2.2.2 Respect for diversity/personality/individuality of employees

The TDK Group shall respect each employee’s diversity, personality and individuality, and shall establish reasonable and fair systems for human affairs/treatment of employees and also provide reasonable and fair working conditions.

2.2.3 Respect for privacy

The TDK Group respects each of its employees’ privacy and shall properly manage the personal information of its employees with the utmost care and prudence.

2.2.4 Respect for human rights and the prohibition against of discrimination

The TDK Group shall respect the fundamental human rights of employees and shall not engage in human trafficking or other such acts. Also, the TDK Group shall endeavor to ensure equal opportunities for employees by not engaging, either directly or indirectly, in any discrimination in employment and treatment (pay, training, promotion, etc.) due to race, belief, gender, religion, nationality, ethnicity, age, marital status, disability, sexual preference, gender identity, military status, genetic information, social status, etc. Furthermore, the TDK Group shall strive to create fair and cheerful workplaces by not tolerating any offensive or degrading conduct, such as corporal punishment, mental or physical violence, abusive language, sexual harassment, power harassment, or moral harassment. The TDK Group shall also take measures to prevent unjust treatment and discrimination in the workplace.

2.2.5 Working conditions

The TDK Group shall comply with national and regional legislation relating to minimum wages, limitations on working hours, and other working conditions and respects international norms relating to human rights. In addition, the TDK Group shall not engage in any form of employment that violates fundamental human rights, such as child labor or compulsory labor against the will of workers, bondage labor, involuntary convict labor, indentured labor, slave labor, etc., and shall require its suppliers to prohibit such activities as well.
Furthermore, regarding working conditions, the TDK Group recognizes that open communication between management and employees is an effective means of resolving workplace and wage problems. Therefore, in accordance with national legislation, the TDK Group shall respect the right of workers to freely associate, join trade unions, and participate in demonstrations, labor councils, etc. The TDK Group will create an environment in which employees can openly engage in communication with management regarding working conditions without fear of retaliation, intimidation, or harassment.

2.2.6 Maintenance of a safe, healthy and comfortable working environment

The TDK Group considers ensuring a safe, healthy and comfortable work environment as its first priority in the process of any of its business activities.

1. Eradication of labor accidents

   Maintaining the safety and health of employees is one of the essential parts of business operation. In order to prevent any labor-related accidents, the TDK Group strictly complies with all applicable and relevant laws and regulations, and also with internal company rules and regulations concerning safety of the workplace established and adopted by each member organization of the TDK Group. It is also important to regularly hold safety training sessions by which employees are systematically trained to detect potential problems and eliminate them prior to the occurrence of accidents.

2. Environmental protection

   Compliance with applicable environmental laws is a social duty of any corporation. The TDK Group shall make use of internal company policies concerning environmental protection, established and adopted by each member organization of the TDK Group, in order to assure that the environment of the community in which each member organization of the TDK Group operates is properly protected. Each TDK Member is expected to fully understand and use internal company manuals or guidebooks for crisis management, established and adopted by each member organization of the TDK Group: (i) to prevent disastrous events or accidents that may be fatal to the continuous existence or development of the TDK Group; and (ii) once such a serious event occurs, to minimize and control the damage.

2.3 The TDK Group and Society

2.3.1 Compliance

The TDK Group conducts corporate activities based on legislation, social norms, and social common sense. TDK Members shall engage in corporate activities that respond to globalization, comply with national and regional laws and regulations, respect international norms, including those on human rights, and give consideration to culture, customs, and the interests of stakeholders. Furthermore, TDK Members shall endeavor to firmly reflect the TDK Group’s corporate philosophy and conduct standards in their global operations. The TDK Group will regularly check that management strategy and daily business are in compliance with these conduct standards and international norms. If it is recognized that acts violate or may violate these standards and norms, appropriate steps will be taken to address the situation.

2.3.2 Communication with society and disclosure of information

The TDK Group shall maintain the fairness and transparency of management by means of timely and appropriate disclosure of information to shareholders, investors, and other stakeholders.
In addition, the TDK Group shall actively communicate not only with stakeholders, such as customers, suppliers, employees, shareholders and investors, and local communities, but also with society at large. We shall pay heed to their expectations and needs, and to values and opinions that differ from those of the TDK Group, and, if appropriate, reflect them in our corporate activities.

2.3.3 Protection of the global environment

Based on the recognition that it is the TDK Group’s responsibility to maintain global environmental conditions in a good state through its corporate activities, the TDK Group believes that the realization of a sustainable society is one of its important tasks to fulfill. The TDK Group shall, therefore, abide by all applicable environmental laws and regulations, and shall use its best efforts to assure that its corporate activities, products and services do not adversely affect the global environment in any way. The TDK Group shall strive to develop environmentally-friendly technologies and products, and shall also actively contribute to the creation of a low-carbon society on a global scale, implementation of a recycling-oriented society, protection of biological diversity, and the resolution of any other social issues.

2.3.4 Contributions to society

The TDK Group shall maintain harmonious relationships with local communities, governmental agencies, industries, international organizations, any other stakeholders and also potential business partners. The TDK Group shall, based on its management principles, identify important social issues that should be addressed and always seek to be “a good corporate citizen” by contributing to society, including activities in sport, culture and art, and volunteer activities.

2.3.5 Money laundering

The TDK Group does not tolerate money laundering, that is, rewards gained by such means as fraud, tax evasion, window dressed accounts, or bribes, or income from dubious sources.
Furthermore, the TDK Group does not use false bank accounts to repeatedly transfer money, or purchase questionable receivables and stock, make dubious large-lot contributions and donations.

2.3.6 Export and import business

TDK Members involved in export and import business must thoroughly understand the TDK Group’s internal regulations concerning trade management, act accordingly, and conduct business so that they do not violate applicable laws and regulations.

2.4 Supplemental Provisions

In light of the importance of the responsibilities vested in directors, corporate officers, senior financial and accounting officers and financial and accounting managers of the TDK Group (each of them, a “Management Member”), each Management Member is required to observe and comply with the following special duties, in addition to the duties enumerated in the TDK Code of Conduct applicable to TDK Members.

1. Each Management Member shall act with honesty and integrity in carrying out his/her respective responsibilities and endeavor to avoid any conduct that causes or threatens to cause a conflict of interest, whether such conduct is within the course of the performance of his/ her duties for the TDK Group or otherwise.
2. Each Management Member shall always report relevant information accurately, completely and objectively, and in an easily understandable form and on a timely basis, to other relevant persons.
3. Each Management Member shall comply with all applicable laws, regulations, and rules issued by private or public authorities.
4. No Management Member shall distort any material facts or information or compromise his/her own independent judgment in the conduct of his/her duties for the TDK Group. He/she shall carry out his/her duties with the due care and diligence required of a reasonable manager in the same position and situation, while at all times being conscious of his/her own ability and responsibility.
5. Each Management Member shall strictly observe the confidentiality of information acquired in the course of his/her performance of duties except when disclosure is authorized or legally required. Confidential information acquired in the course of the performance of his/her duties shall in no instance be used for personal advantage or gain.
6. Each Management Member shall at all times endeavor to improve the abilities and skills required for the performance of his/her duties. Each Management Member shall share with other relevant persons any important and necessary information that comes into his/her possession.
7. Each Management Member shall take the initiative in stressing to his/her colleagues and subordinates the importance of the corporate ethical principles of the TDK Group, and conduct his/ her business duties in full awareness of the importance of such principles.
8. Each Management Member shall administer all corporate assets and other management resources under his/her scope of authority and fully and responsibly utilize and maintain these assets and resources pursuant to his/her authority granted by and for the benefit of the TDK Group.
9. Each Management Member shall promptly report any actual or suspected violations of the TDK Code of Conduct to the Business Ethics Supervisory Committee (the “Committee”), the Ethics Councils, or the Help Lines.
10. Each Management Member will be held accountable for his or her adherence to the TDK Code of Conduct. The failure of any Management Member to comply with the TDK Code of Conduct may result in disciplinary action. Violations of the TDK Code of Conduct may also constitute violations of law and may result in civil, administrative or criminal responsibility of the Management Members and/or the TDK Group.

2.5 The TDK Code of Conduct Program

2.5.1 Purpose

This Program has been established for the purpose of maintaining the validity and effectiveness of the TDK Code of Conduct. This Program shall provide procedural rules for the observance of the Charter, the Philosophy and the Standards.

2.5.2 Functions

For the purpose of executing the TDK Code of Conduct, two bodies, the “Business Ethics Supervisory Committee” and the “Help Lines,” have been established in the TDK Group. Each of these bodies shall act independently of the other to maintain its objectivity, neutrality and impartiality. Each body shall cooperate and promptly exchange information with the other to quickly resolve problems relating to the TDK Code of Conduct.

2.5.3 Business Ethics Supervisory Committee

2.5.3.1 Organization

1. Chairperson

   The Committee shall be an internal organization of the Compliance Committee, and the GCCO shall appoint the chairperson of the Committee.

2. Committee members

   The members of the Committee shall be defined separately.

3. Establishment of branches and nomination of branch managers

   The Chairperson shall, if necessary, establish branches of the Committee, and nominate managers for each branch.

4. Ethics Councils of branches

   Each branch manager shall establish an Ethics Council (collectively, “Ethics Councils”) and consultation service which shall deal with the corporate ethical issues within each branch.

5. Administration office

   An administration office shall be established to ensure smooth communication between the Committee and its branches and their Ethics Councils.

2.5.3.2 Duties and Responsibilities

1. Education and awareness

   The Committee and the Ethics Councils shall devote themselves to educating on and increasing awareness of TDK Members of the TDK Code of Conduct.

2. Problem resolutions

   One of the duties of the Committee and the Ethics Councils is to resolve problems and issues related to the TDK Code of Conduct. Depending on the nature of problem, either the Committee or the relevant Ethics Council, or both, shall act in a cooperative manner to resolve such problems or issues.

3. Investigations

   In order to resolve a problem relating to the TDK Code of Conduct, the Committee and the Ethics Councils may conduct an investigation if they determine it to be necessary, or may request a relevant organization to conduct such investigation.

4. Duty of confidentiality and protection of an Informants

   The Committee and the Ethics Councils shall have a duty of confidentiality concerning the information that has been revealed to them through the operation of the TDK Code of Conduct Program including, to the greatest extent practicable under the circumstances, the identity of the person who requests a consultation, raises a grievance/seeks an explanation, replies to questions or provides any information in relation to the TDK Code of Conduct (the “Informant”). The Committee and the Ethics Council must protect the Informant in such a manner that he/she will not receive any unjust treatment or disadvantage due to his/her act of raising a grievance.

5. Proposal of corrective measures

   In the event that a material violation by a TDK Member of any law or regulation, or any provision of the TDK Code of Conduct, or other internal company rule becomes apparent, the Committee and the relevant Ethics Council must discuss corrective measures and propose the corrective measures to the relevant member organization of the TDK Group.

6. Report on the corrective measures

   The Chairperson or the branch manager shall have the right to give general managers of the relevant member organization of the TDK Group instructions that the proposed corrective measures should be taken immediately, pursuant to the decision of the Committee.
   The Chairperson or the branch manager shall report to the board of directors of the relevant member organization of the TDK Group regarding the matters or issues that he or she reasonably believes are especially important. The Chairperson or the branch manager shall also instruct the general managers of the relevant member organization of TDK to submit reports on the results of the corrective measures.

7. Evaluation and reporting

   The Committee shall evaluate and review from time to time the content and operation of the TDK Code of Conduct. The Committee shall promptly inform branch managers of any decisions that the Committee makes.

8. Meeting

   Each of the Committee and the Ethics Councils shall hold a meeting once per quarter or more if necessary.

2.5.4 Help Lines

Each Ethics Council provides a contact point for consultation and each region has a Help Line to enable TDK Group employees to talk about matters relating to business ethics, whether to share ideas or ask for advice. Furthermore, in order to facilitate the speedy resolution of serious compliance problems, such as cartels, corruption, and dishonest practices by management, the TDK Group has established a Help Line system administered by independent third parties such as law offices that allow employees to inform the Committee. Help Lines have been set up in Asia, the Americas, and Europe to cover each region, respectively. Employees thus have a choice to either consult directly with the Ethics Council at their company, call a regional Help Line, or call a third-party Help Line. If you notice any issue relating to the TDK Code of Conduct, please do not hesitate to talk it over using one of these three methods mentioned above.

1. Duty of confidentiality and protection of informants

   Personnel in charge of consultation services and Help Lines have an obligation to informants to maintain confidentiality to the greatest extent practicable under the circumstances. In addition, personnel of the Committee and Ethics Councils must act in respect of the informant’s will. They must ensure that the informant does not suffer any disadvantages by not acting contrary to the will of the informant.

2. Measures to address violations

   If an act occurs that violates the TDK Code of Conduct, the perpetrator will be subject to punishment in accordance with the employment regulations and other internal rules. If you reflect on your own conduct and think you might have violated the code, please take the initiative yourself and utilize the consultation services. If a person has taken the initiative and made contact personally, extenuating circumstances will be taken into consideration in determining the punishment. The implementation of sound corporate activities depends on each and every one of us. If you realize that there is a problem in your vicinity, it is important to have an attitude of not turning a blind eye. Let’s fully understand the purpose of the TDK Code of Conduct and take positive and courageous action toward improvements.

2.5.4.1 Duties and Responsibilities

1. Receipt of consultations

   The Help Lines shall receive from TDK Members complaints, internal reports, information, problems, questions, requests, etc. (collectively, “Consultations”) concerning the TDK Code of Conduct. The Help Lines shall allow anonymous submission of such Consultations and shall not make any distinction in the treatment of those anonymously-submitted Consultations and those not submitted anonymously.

2. Investigation

   The Help Lines shall examine the Consultations that it receives from TDK Members, regardless of whether they were submitted anonymously or not. The Help Lines shall have the right to conduct any necessary investigation, or to request the Committee or the relevant Ethics Councils to conduct such investigation, to identify proper and suitable methods for resolving the problems or dealing with the complaints, depending upon the particular circumstances involved. When a Help Line conducts an investigation, it shall promptly inform the Committee or the relevant Ethics Councils of the investigation’s result.

3. Duty of confidentiality and priority of protection of the informant

   The Help Lines shall examine the Consultations that it receives from TDK Members, regardless of whether they were submitted anonymously or not. The Help Lines shall have the right to conduct any necessary investigation, or to request the Committee or the relevant Ethics Councils to conduct such investigation, to identify proper and suitable methods for resolving the problems or dealing with the complaints, depending upon the particular circumstances involved. When a Help Line conducts an investigation, it shall promptly inform the Committee or the relevant Ethics Councils of the investigation’s result.

4. Replies from the Help Lines

   Where appropriate, the Help Lines may inform the informant of the results of investigations conducted by, and countermeasures taken by the Committee, the Ethics Councils and/or other relevant member organization of TDK.

5. Retention of records

   The Help Lines shall retain records of all Consultations directed to them from TDK Members, regardless of whether they were submitted anonymously or not, for a period of not less than three years after receipt.

2.5.5 Education about the TDK Code of Conduct

For the purpose of familiarizing TDK Members with the TDK Code of Conduct, the Committee, the Human Resources Group of TDK and the relevant department of each member organization of the TDK Group shall establish training programs about the TDK Code of Conduct, and give regular training to TDK Members.

2.5.6 Placement on the intranet

The TDK Code of Conduct shall be placed on the intranet, so that TDK Members may refer to it at any time.

2.5.7 Duty to report to the Compliance Committee

The Committee shall have the duty to report on the execution and operation of the TDK Code of Conduct to the Compliance Committee every quarter term.
After receipt of the report, the Chairman of the Compliance Committee shall accordingly report on the execution and operation of the TDK Code of Conduct to the Board of Directors of TDK every quarter term.

2.5.8 Corrections and preventive actions

When any actual or suspected violation of laws or regulations or deviation from the TDK Code of Conduct, internal company rules, guidelines or manuals within the TDK Group is reported, managing personnel responsible for the relevant department of the member organization of TDK, or the member organization itself, must investigate the causes of such violation or deviation and take preventive actions, including improvement of the management system within the relevant member organization of the TDK Group.

2.5.9 Reporting of illegal or unethical behavior

The TDK Group requires TDK Members to talk to supervisors, managers or the Help Lines (or use other consultation services) to report and deal with any known or suspected criminal activity involving the TDK Group or TDK Members. If, during the course of his/her employment, a TDK Member becomes aware of any suspicious activity or behavior, including concerns regarding questionable accounting or auditing matters, he/she must report such suspicious activity or behavior to his/her supervisor, manager or the Help Line (or other consultation services). Reporting the suspicious or known criminal activity will not subject the reporting TDK Member to discipline unless he/ she knowingly made a false report. Any TDK Member who, in good faith, reports a violation or possible violation of the Code of Conduct is protected against retaliatory behavior. No TDK Member shall be fired, demoted, suspended, harassed or discriminated against based on the fact that the TDK Member lawfully provided information to, or otherwise assisted or participated in, any investigation or proceeding by a governmental, regulatory or law enforcement agency, any member of a governmental legislative body, or the TDK Member’s manager, relating to what the TDK Member reasonably believes is a violation of the TDK Code of Conduct.

2.5.10 Violations of the TDK Code of Conduct

2.5.10.1 Violations of the TDK Code of Conduct

Violation of the TDK Code of Conduct may result in disciplinary action in accordance with the work rules of the relevant member organization of the TDK Group (or, collective agreement or other employment contract).

2.5.10.2 Voluntary notification of violations

Voluntary notification by a violator of the TDK Code of Conduct may be considered as a mitigating factor when it comes to disciplinary action.

2.5.11 Revocation and amendment of provisions of the TDK Code of Conduct

2.5.11.1 Procedures for revocation and amendment

The Committee may discuss revoking or amending certain provisions of the TDK Code of Conduct and propose such revocation or amendment to the Board of Directors of TDK. The Board of Directors shall have the final decision regarding such proposed revocation or amendment of the TDK Code of Conduct.

2.5.11.2 Record of amendments

Adopted :

April 23, 2002

Amended :

September 26, 2002 Program added

Amended :

July 1, 2003 Code of Conduct applicable to all senior financial officers, members of the board and executive officers of TDK added

Amended :

June 29, 2004 New provisions added

Amended :

May 25, 2005 Working conditions, Name change etc.

Amended :

October 1, 2011 Entirely amended

Amended :

April 1, 2015 Help Line information added

Amended :

August 1, 2016 Help Line information amended

Amended :

November 28, 2018 Organization name changed

Amended :

April 1, 2022 Changes to establishment of the Compliance Committee