Corporate GovernanceOutline Corporate
Governance

Corporate Governance

Characteristics of Corporate Governance
at the TDK Group

Aggressive Invitation of Outside Directors and Outside Audit & Supervisory Board Members

Having recognized the importance of supervisory functions for management at an early stage, TDK has actively endeavored to invite Outside Directors and Outside Audit & Supervisory Board Members into its organization.

Aggressive Invitation of Outside Directors and Outside Audit & Supervisory Board Members Aggressive Invitation of Outside Directors and Outside Audit & Supervisory Board Members

Strengthening of Supervisory Functions Performed by Outside Directors

The post of Chairman of the Board is filled by an Outside Director.
The posts of Chairman of the Nomination Advisory Committee and the Compensation Advisory Committee are each filled by Outside Directors.
This helps ensure the transparency of HR and compensation processes and the validity of officer appointments and compensation.

Aggressive Promotion of Non-Japanese Corporate Officers

At TDK Corporation, the ratio of total sales from overseas exceeds 90%. As such, the Company aggressively promotes capable personnel in its organization regardless of their nationality.

Aggressive Promotion of Non-Japanese Corporate Officers Aggressive Promotion of Non-Japanese Corporate Officers

History of Corporate Governance Reform

June 2002
Reduced number of Directors from twelve to seven
Introduced Corporate Officer system for the purpose of clearly separating management supervision and operational execution
Invited Outside Director into organization for the first time
Formed Compensation Advisory Committee (Chairman: Outside Director)
Suspended reserve of Director retirement benefits (Retirement benefit system abolished in June 2011)
June 2003
Director term shortened from two years to one year following change to Articles of Incorporation
Two Outside Audit & Supervisory Board Members in service increased to three
June 2004
Foreigner assumed Corporate Officer post for first time
June 2005
Stock-based compensation stock options introduced for Directors and Corporate Officers
June 2007
Suspended reserve of Audit & Supervisory Board Member retirement benefits (Retirement benefit system abolished in June 2011) Compensation for Outside Directors and Audit & Supervisory Board Members changed to base compensation only
June 2008
August 2008
One Outside Director in service increased to two
Formed Nomination Advisory Committee (Chairman: Outside Director)
June 2009
Two non-Japanese assumed Corporate Officer post; two Outside Directors in service increased to three
June 2012
Four non-Japanese assumed Corporate Officer post
June 2015
Seven non-Japanese assumed Corporate Officer post

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Corporate Governance