Basic Policy for Corporate Governance

TAIYO YUDEN CO., LTD.

1. Basic Views on Corporate Governance
The TAIYO YUDEN Group (the “Group”) is committed to corporate social responsibilities and the missionof management to develop businesses on an ongoing basis while fulfilling sociality, public interest and public
nature of the Group from a global viewpoint to put into practice and realize “Mission,” “Managementphilosophy” and “Vision.”
Having established basic policy on corporate governance, TAIYO YUDEN CO., LTD. (the “Company”)
accordingly emphasizes transparency and fairness of corporate management and furthermore strives toenhance its corporate governance to increase corporate value through the combination of economic and social
value under the supervision of the Board of Directors.
[Mission]
Stronger and more socially aware through the wonders of science[Management Philosophy]
Employee Well-being Betterment of Local Communities Responsibility to Provide Returns to Shareholders[Vision]To be an excellent company that enjoys the trust and highest regard from all stakeholders
2. Relationship with Shareholders(1) Securing the rights and equal treatment of shareholders
The Company shall respect the rights of its shareholders and disclose information in a timely and appropriatemanner to secure effective equal treatment of shareholders. Moreover, the Company shall develop anenvironment that enables its shareholders to appropriately exercise their voting rights and other rights.
(2) Basic strategy for capital policy(i) The Company shall formulate management strategy and business plans, thereby seeking enhancementof its financial position and improvement of its capital efficiency while also executing management
strategy upon having established medium-term quantitative targets for KPIs such as net sales, operating
margin, ROE, and ROIC. Furthermore, the Company shall assign priority to distributing plentiful returns
to its shareholders as one of its most important issues for management, thereby purchasing its treasury
shares as necessary while establishing and disclosing dividend payout ratio targets.
(ii) The Company, in principle, shall not execute capital policy that culminates in change of control orsignificant dilution. Moreover, the Company shall provide sufficient explanation to its shareholders if itmakes significant changes to its capital policy.
(3) Policy on cross-shareholdings(i) The Company shall hold cross-shareholdings only if the Board of Directors determines that suchholdings facilitate medium- to long-term improvement in corporate value and sustainable growth. Moreover,the Board of Directors shall comprehensively assess the significance of holding all of its cross-shareholdings annually, and based on such findings shall furthermore prudently consider options that
include the possibility of selling holdings with respect to which there is a lack of necessity and rationale formaintaining possession. Additionally, the Company shall appropriately exercise the voting rights associatedwith its cross-shareholdings in a manner that involves determining whether to approve or reject each
proposal upon having comprehensively assessed factors that include whether or not a proposal is conducive
to increasing medium- to long-term corporate value of the Company and the issuer.
(ii) When cross-shareholders indicate their intention to sell their shares, the Company shall not hinder thesale of the cross-held shares by, for instance, implying a possible reduction of business transactions.
(4) Policy for promoting constructive dialogue with shareholders
The Company shall designate a Director in charge of IR and conduct IR activities to promote constructive
dialogue with its shareholders and investors. Moreover, the Company shall also report to the Board ofDirectors any opinions and requests from shareholders and investors collected through IR activities.
3. Appropriate Cooperation with Stakeholders Other Than Shareholders(1) Addressing sustainability issues(i) The Group shall include its approach of seeking to increase corporate value through the combination of
economic and social value in its Medium-term Management Plan, and shall furthermore establish numericaltargets related to economic value and social value upon having articulated Materiality (key issues). Progress
thereof and initiatives to achieve the targets shall be appropriately disclosed in the Integrated Report and on
the Company’s website.
(ii) The Group shall engage in CSR activities upon having formulated the CSR Charter of the Group.
Moreover, the Board of Directors shall supervise CSR activities through the Internal Control Committee.
(2) Diversity
The Group shall recruit, train, assign, and utilize human resources in accordance with the “TAIYO YUDENGroup Diversity Policy,” which was formulated based on ideals enlisted under the “CSR Code of Conduct”
stipulating that employee diversity, personality, and individuality shall be respected and work environments
without any discrimination shall be ensured.
(3) Related party transactions
Transactions among related parties are subject to approval of the Board of Directors as necessary, and are to
be carried out in compliance with laws, regulations, and internal rules stipulated to ensure that suchtransactions do not inflict harm on the interests of the company or on the common interests of its shareholders.
(4) Whistleblower system
The Company shall establish a whistleblower system consisting of internal channels as well as channels
independent of management equipped with channels for reporting to the Audit & Supervisory Committeeand channels for reporting externally. Moreover, the Company shall establish a framework to ensurewhistleblowers shall not be unfavorably treated, and the Board of Directors shall supervise the operational
status of the whistleblower system through the Internal Control Committee.
4. Ensuring Appropriate Information Disclosure and Transparency
The Company shall promote greater understanding among its stakeholders by formulating an “InformationDisclosure Policy” and extensively providing information on management policy, business activities, andproducts and technologies, made available on the basis of disclosing information in a timely, appropriate,accurate, fair, and honest manner, in accordance with laws and regulations on information disclosure, suchas the Financial Instruments and Exchange Act and the Companies Act, and also in accordance with relevant
rules on timely disclosure under the Securities Listing Regulations and other rules stipulated by Tokyo Stock
Exchange.
5. Corporate Governance Structure(1) Organizational structure(i) The Company shall select the Company with an Audit & Supervisory Committee in order to strengthen
strategy formulation and its supervisory function, while at the same time raising the agility of businessexecution. Moreover, the Company shall adopt an Operating Officers system that makes it possible to further
clarify roles and responsibilities of those engaged in management supervision and business execution.
(ii) The Company shall establish a Nomination Committee and Remuneration Committee, a majority ofwhose members are Independent Outside Directors, for the purposes of strengthening independence andobjectivity with respect to functions of the Board of Directors concerning nomination of and remuneration
for Directors and Operating Officers, and ensuring that the Company fulfills its accountability.
(2) Board of Directors(i) The Board of Directors shall facilitate the Group’s sustainable growth and seek to increase its medium- tolong-term corporate value by making decisions on formulating management strategy and other basic policy,
making decisions regarding important matters related to business execution, and supervising execution ofduties carried out by Directors and Operating Officers.
(ii) The Board of Directors shall enable management to make speedy decisions and engage in businessexecution by formulating matters to be resolved at meetings of the Board of Directors in accordance with theRegulations of the Board of Directors, and by clarifying the scope of authority to be delegated to each of theDirectors in accordance with internal rules.
(iii) The Board of Directors shall establish an internal control system while also engaging in compliance andrisk management. Moreover, the Board of Directors shall supervise the operational status of the internal
control system through the Internal Control Committee.

(3) Composition of the Board of Directors(i) The Company shall appoint candidates to the Board of Directors in a manner that ensures its compositionis adequately balanced with ample diversity in terms of gender and nationality.
(ii) The Board of Directors shall establish standards for the independence of Outside Directors to strengthen
its supervisory function, and shall furthermore ensure that at least one-third of the members appointed are
Independent Outside Directors to meet such standards.
(4) Evaluation of the effectiveness of the Board of Directors
The Company shall analyze and evaluate the effectiveness of its Board of Directors on an annual basis, anddisclose an overview of such findings, with the aims of further improving the effectiveness of the Board ofDirectors and increasing corporate value.
6. Succession Plan
(1) The Board of Directors shall systematically develop successors who meet the criteria for appointment asPresident set by the Company.
(2) The President shall select successor candidates and the Board of Directors shall determine successors tothe President based on deliberations in the Nomination Committee.
7. Audit & Supervisory Committee(1) The Audit & Supervisory Committee shall serve as an independent body in auditing and supervising theexecution of duties carried out by Directors and Operating Officers. To such ends, Audit & Supervisory
Committee Members shall attend important meetings including those of voluntary advisory panels, inaddition to meetings of the Board of Directors.
(2) The Company shall ensure effectiveness of audits by appointing as Audit & Supervisory Committee
Members persons equipped with adequate experience and skills, as well as knowledge of finance, accounting,and legal affairs.
8. Nomination Committee(1) The Nomination Committee shall seek to enhance transparency and objectivity with respect to selectionof candidates for Director by deliberating on matters such as candidates for Director and President succession
plans, and reporting the deliberation results to the Board of Directors.
(2) The Nomination Committee is chaired by an Independent Outside Director and its majority is composedof Independent Outside Directors.

9. Remuneration Committee(1) The Remuneration Committee shall seek to enhance transparency and objectivity with respect to decisions
on remuneration for Officers by deliberating on matters such as basic policy on remuneration for Officers, aswell as evaluation and remuneration for individual Officers, and reporting the deliberation results to theBoard of Directors.
(2) The Remuneration Committee is chaired by an Independent Outside Director and its majority is composedof Independent Outside Directors.
10. Amendments
Amendment of this basic policy shall require resolution of the Board of Directors.

Established November 26, 2015
Amended November 26, 2018
Amended October 28, 2021
Amended June 27, 2024