
Management and Execution Structure
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.
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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