• Corporate Governance Organization Chart
• Overview of Current System and Reason for Adoption

Last-update：April 27th, 2022

Corporate Governance Organization Chart

Overview of Current System and Reason for Adoption

The Company is a company with the Audit & Supervisory Board and has implemented various measures to strengthen its corporate governance. In 2002, efforts to reform governance included the introduction of an executive officer system along with a significant reduction in the number of Directors for the purpose of clearly separating management’s monitoring and execution functions.
In addition, the Company has established 3 committees acting as advisory organizations to the Board of Directors (the Nomination Advisory Committee, the Compensation Advisory Committee, the Corporate Governance Committee) to strengthen our management supervision functions .
Further, TDK established “TDK Basic Policy on Corporate Governance” in 2016 June. The policy request to elect Independent Outside Directors which account for one-third or more of the Directors and to assign an Independent Outside Director as the chair of the Board of Directors in principle. TDK complies them.
In short, the Company has always believed it can realize a system to continuously ensure sound, compliant and transparent management through the introduction of a new framework that strengthens corporate governance based on its Audit & Supervisory Board System.

• Organization of the Board of Directors

  The Company has a small number of Directors to expedite the management decision-making process. At the same time, the Company appoints disinterested, independent Outside Directors in order to enhance the supervision of the Company’s management. In addition, the Company’s basic policy is to elect independent Outside Directors which account for onethird or more of the Directors and from the perspective of ensuring clear separation between management oversight and business execution, an independent Outside Director serves as the Chair of the Board of Directors in principle.
  Furthermore, the Directors’ terms of office are set at one year to give shareholders an opportunity to cast votes of confidence regarding Directors’ performance every fiscal year.

  	Representative Director	Noboru Saito
  	Representative Director	Tetsuji Yamanishi
  	Director	Shigenao Ishiguro
  	Director	Shigeki Sato
  	Outside Director	Kozue Nakayama
  Chair of the board	Outside Director	Mutsuo Iwai
  	Outside Director	Shoei Yamana

• Organization of the Audit & Supervisory Board

  The Company has adopted the Audit & Supervisory Board Member System pursuant to the Companies Act of Japan and has appointed independent Outside Audit & Supervisory Board Members who are disinterested in the Company to strengthen the supervision of the Company’s management.

  Chairperson	Full-time Audit & Supervisory Board Member	Satoru Sueki
  	Full-time Audit & Supervisory Board Member	Takakazu Momozuka
  	Outside Audit & Supervisory Board Member	Jun Ishii
  	Outside Audit & Supervisory Board Member	Douglas K. Freeman
  	Outside Audit & Supervisory Board Member	Michiko Chiba

• Overview of advisory organizations to the Board of Directors

  〈The Nomination Advisory Committee〉

  The Nomination Advisory Committee is chaired by an Outside Director of the Company and a majority of the members are Outside Directors. The said Committee reviews the conditions expected for the post of Director, Audit & Supervisory Board Member, and Corporate Officer and makes nominations. In this way, the Nomination Advisory Committee ensures the appropriate election of Directors, Audit & Supervisory Board Members and Corporate Officers and provides transparency in the decision-making process.

  Chair of the committee	Outside Director	Kozue Nakayama
  	Outside Director	Mutsuo Iwai
  	Outside Director	Shoei Yamana
  	Director	Makoto Sumita
  	Representative Director	Noboru Saito

  〈The Compensation Advisory Committee〉

  The Compensation Advisory Committee is chaired by an Outside Director of the Company and a majority of the members are Outside Directors. The said Committee examines the remuneration system and the level of remuneration pertaining to Directors and Corporate Officers, as well as presidents and qualifying officers of the Company’s principal subsidiaries. It also reviews the transparency of the remuneration decision-making process and verifies whether such remuneration is reasonable in light of corporate business performance, individual performance and general industry standards.

  Chair of the committee	Outside Director	Shoei Yamana
  	Outside Director	Kozue Nakayama
  	Outside Director	Mutsuo Iwai
  	Director	Shigenao Ishiguro
  	Representative Director	Tetsuji Yamanishi

  〈The Corporate Governance Committee〉

  The Corporate Governance Committee conducts deliberations on matters concerning corporate governance, internal control system and its operation, etc. and continuously strives to enhance corporate governance for the Company’s sustainable growth and increase of its corporate value over the mid- to long-term.

  Chair of the committee	Director	Shigenao Ishiguro
  	Committee Members	Some of the General Managers of HQ staff functions