Corporate GovernanceTDK Governance Snapshot

Oversight

• TDK has established its own items to be verified regarding independence to ensure the independence of outside Directors and outside Audit & Supervisory Board Members.
• All outside Directors have a deep understanding of technology and knowledge of global management.
• Outside Audit & Supervisory Board Members comprise professionals from important and diverse fields of expertise, including finance, legal affairs, internal controls, risk management, and others.

Nomination

• TDK established the Nomination Advisory Committee, chaired by an outside Director and comprising a majority of outside Directors.
• The committee contributes to ensuring the appropriateness of nominations for TDK's Directors, Audit & Supervisory Board Members, and Corporate Officers, and transparency in the decision-making process.

Remuneration for Directors and Audit & Supervisory Board Members

• Designed to emphasize linkage to short-term and medium- to long-term financial results.
• TDK constantly seeks to create competitive compensation programs in order to secure diverse, outstanding human resources.
• TDK seeks to set compensation levels that maintain competitiveness compared with other companies in the same industry and with companies of the same size in other industries.

Execution

• 6 of 18 corporate officers are non-Japanese.
• 72% of overseas Group subsidiaries have a non-Japanese president.

Note 1: As of the end of June 2017
Note 2: Results of fiscal 2016