Investor Relations | Corporate Governance

Management and Execution Structure

Last-update:April 27th, 2023

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
    Number of the Board of Directors meetings and attendance status (fiscal 2023):
    Representative Director Noboru Saito (10 out of the 10 meetings)
    (following appointment in June 2022)
    Representative Director Tetsuji Yamanishi (14 out of the 14 meetings)
    Director Shigenao Ishiguro (14 out of the 14 meetings)
    Director Shigeki Sato (14 out of the 14 meetings)
    Outside Director Kozue Nakayama (14 out of the 14 meetings)
    Chair of the board Outside Director Mutsuo Iwai (13 out of the 14 meetings)
    Outside Director Shoei Yamana (10 out of the 10 meetings)
    (following appointment in June 2022)
    Main agenda items in the Board of Directors (fiscal 2023):
    Management Strategy
    • ・State of progress/verification of the Medium-Term Plan and current-term
      Management plan (entire TDK Group and main business sectors)
    • ・Financial strategy, fund plan
    Governance
    • ・Effectiveness evaluation of the Board of Directors
    • ・Group governance, Group risk management, Compliance management
    • ・Internal audit report
    • ・Internal control system and state of operation
    Headquarters functions
    • ・Sustainability
    • ・Global human resource strategy
    • ・Technology development strategy, Production engineering strategy, Intellectual property strategy, Quality assurance
    • ・Management system, Supply chain management

    As well as the above, the Board of Directors discussed business matters, capital investment, business tie-up, etc.

  • 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 Takakazu Momozuka
    Full-time Audit & Supervisory Board Member Masato Ishikawa
    Outside Audit & Supervisory Board Member Douglas K. Freeman
    Outside Audit & Supervisory Board Member Chizuko Yamamoto
    Outside Audit & Supervisory Board Member Takashi Fujino
  • 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. In addition, the said Committee confirms the positions of Outside Directors and Outside Audit & Supervisory Board Members held at other companies every term, and investigates and examines the independence of candidates of Directors and Outside Audit & Supervisory Board Members (including cases where the status of independence changes during the term of office). After deliberating and comprehensively judging the content, the said Committee report the deliberation results to the Board of Directors.

    Chair of the committee Outside Director Kozue Nakayama
    Outside Director Mutsuo Iwai
    Outside Director Shoei Yamana
    Director Makoto Sumita
    Representative Director Noboru Saito
    Number of the Nomination Advisory Committee meetings and attendance status (fiscal 2023):
    Chair of the committee Outside Director Kozue Nakayama (12 out of the 12 meetings)
    Outside Director Mutsuo Iwai (11 out of the 12 meetings)
    Outside Director Shoei Yamana (10 out of the 10 meetings)
    (following appointment in June 2022)
    Chairman & Director Shigenao Ishiguro (12 out of the 12 meetings)
    Representative Director, President & CEO Noboru Saito (10 out of the 10 meetings)
    (following appointment in June 2022)
    Main agenda items in the Nomination Advisory Committee (fiscal 2023):
    Officer structure ・Organization of Board Advisory committees for the next term
    ・Organization of Corporate Officers for the next term
    ・Selection of director candidates
    ・Selection of Audit & Supervisory Board Member Candidates
    Governance ・Succession planning
    ・Skill matrix
    ・Retirement age of Corporate Officers

    〈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 contributes to the securement of the transparency of remuneration decision-making process and the reasonableness of individual remunerations in light of corporate business performance, individual performance and general industry standards by deliberating and reporting to the Board of Directors on the remuneration system and the level of remuneration pertaining to Directors and Corporate Officers.

    Chair of the committee Outside Director Shoei Yamana
    Outside Director Kozue Nakayama
    Outside Director Mutsuo Iwai
    Director Shigenao Ishiguro
    Representative Director Tetsuji Yamanishi
    Number of the Compensation Advisory Committee meetings and attendance status (fiscal 2023):
    Chair of the committee Outside Director Shoei Yamana (5out of the 5meetings)
    (following appointment in June 2022)
    Outside Director Kozue Nakayama (7out of the 7meetings)
    Outside Director Mutsuo Iwai (6out of the 7meetings)
    Chairman & Director Shigenao Ishiguro (5out of the 5meetings)
    (following appointment in June 2022)
    Representative Director & Executive Vice President Tetsuji Yamanishi (5out of the 5meetings)
    (following appointment in June 2022)
    Main agenda items in the Compensation Advisory Committee (fiscal 2023):
    Remuneration of Directors and Corporate Officers ・Corporate Officer performance-linked bonuses for the current term
    ・Executive compensation table for the next term
    ・Corporate Officer performance-linked bonus Target value for the next term
    Executive remuneration of major subsidiaries ・Executive Remuneration of Overseas Subsidiaries

    〈The Corporate Governance Committee〉

    The Corporate Governance Committee conducts deliberations on TDK's medium- to long- term corporate governance way and system, policy for TDK's corporate governance and matters to be consulted by the Board of Directors, etc. and continuously strives to enhance corporate governance for TDK’s sustainable growth and increase of its corporate value over the mid- to long-term.

    Chair of the committee Chairman & Director Shigenao Ishiguro
    Outside Director Kozue Nakayama
    Outside Director Mutsuo Iwai
    Outside Director Shoei Yamana
    Representative Director, President & CEO Noboru Saito
    Corporate Officer, GM, Corporate Strategy HQ Shuichi Hashiyama
    Number of the Corporate Governance Committee meetings and attendance status (fiscal 2023):
    Chair of the committee Chairman & Director Shigenao Ishiguro (3out of the 3meetings)
    Outside Director Kozue Nakayama (3out of the 3meetings)
    Outside Director Mutsuo Iwai (3out of the 3meetings)
    Outside Director Shoei Yamana (3 out of the 3 meetings)
    Representative Director, President & CEO Noboru Saito (2 out of the 3 meetings)
    Corporate Officer, GM, Corporate Strategy HQ Shuichi Hashiyama (3 out of the 3 meetings)
    Main agenda items in the Corporate Governance Committee (fiscal 2023):
    ・TDK's corporate governance ideals and policies, TDK's board culture
    ・Evaluation of the effectiveness of the Board of Directors
    ・Internal control system and its operational status
    ・Annual agenda for the Board of Directors meetings