Investor Relations | Management Policy | Corporate Governance

Management and Execution Structure

Last-update:April 28, 2021

Corporate Governance Organization Chart

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, to fortify the system for boosting shareholders’ confidence, we shortened the term of office of Directors from 2 years to 1 year and actively invited the participation of Outside Directors.
In addition, the Company has established 4 committees acting as advisory organizations to the Board of Directors (the Nomination Advisory Committee, the Compensation Advisory Committee, the Corporate Governance Committee, the Business Ethics Committee) to exact our business ethics and fulfill our social responsibilities as well as strengthen our management supervision functions and framework for fulfilling our duty of explanation to our shareholders and investors.
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, President Shigenao Ishiguro
    Representative Director Tetsuji Yamanishi
    Director, Chairman Makoto Sumita
    Director Seiji Osaka
    Director Shigeki Sato
    Chair of the board Outside Director Kazuhiko Ishimura
    Outside Director Kozue Nakayama
    Outside Director Mutsuo Iwai
  • 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 Satoru Sueki
    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 half or more 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 Kazuhiko Ishimura
    Outside Director Mutsuo Iwai
    Director, Chairman Makoto Sumita
    Representative Director, President Shigenao Ishiguro

    <The Compensation Advisory Committee>

    The Compensation Advisory Committee is chaired by an Outside Director of the Company and a half or more 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 Kazuhiko Ishimura
    Outside Director Kozue Nakayama
    Outside Director Mutsuo Iwai
    Director, Chairman Makoto Sumita
    Director Seiji Osaka

    <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, Chairman Makoto Sumita
    Committee Members Some of the General Managers of HQ staff functions

    <The Business Ethics Committee>

    The aim of the Business Ethics Committee is to ensure compliance with the TDK Corporate Motto, understanding of corporate ethics and improvement of awareness of corporate social responsibility (CSR). To achieve this aim, the Directors, Audit & Supervisory Board Members, Corporate Officers and all other members of TDK are made fully aware of the “TDK Code of Conduct”, which stipulates concrete standards of business conduct in compliance with the TDK’s management philosophy, including the TDK Corporate Motto, Corporate Principle and social norms, including relevant laws, regulations and international rules and the spirit thereof.

    Chair of the committee General Manager of Human Resources HQ
    Committee Members Some of the General Managers of HQ staff functions

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