EXHIBIT 1. 2[Translation]**REGULATIONS OF THE BOARD OF DIRECTORS**Amended as of June 29, 2006**TDK Corporation**
 

 
TSG-21 (11)**REGULATIONS OF THE BOARD OF DIRECTORS****1 GENERAL PROVISIONS**Purpose 1 Except as may be otherwise specifically provided for under laws and regulations, andthe Articles of Incorporation, matters relating to the board of directors of TDKCorporation (the “Board of Directors”) shall be as set forth in this Regulations of theBoard of Directors (this “Regulations”).Duties 2 The Board of Directors shall determine important matters relating to the execution ofthe business of TDK Corporation (the “Company”), and supervise the performance by theRepresentative Director, Directors and Corporate Officers of their respective duties.Composition 3 The Board of Directors shall be composed of all Directors.Corporate Auditors 4 Corporate Auditors shall attend meetings of the Board of Directors, and shall, ifdeemed necessary by such Corporate Auditors, state their opinions thereat.Time of Convocation of the Meeting 5 (1) An ordinary meeting of the Board of Directors shall be held at least once everymonth. Provided, however, that the date and time of an ordinary meeting of the Board ofDirectors may be changed due to unavoidable reasons.     (2) In addition to the preceding paragraph and if necessary, an extraordinary meetingof the Board of Directors may be held.Place of the Meeting 6 Meetings of the Board of Directors shall be held at the head office of the Company.Provided, however, that such meetings may be held at other locations for convenience.
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Convener and Chairman of Meetings of the Board of Directors 7 (1) Except as may be otherwise specifically provided for under laws and regulations,the Representative Director shall convene and be the chairman of meetings of the Board ofDirectors. If there are multiple Representative Directors, the Representative Directorwith preference over the other Representative Director(s) pursuant to the pre-determinedorder of preference established by the Board of Directors shall convene such meetings andact as a chairman thereat. If such Representative Director with preference is unable totake such action, pursuant to the pre-determined order of preference established by theBoard of Directors, the Director with preference over the remaining Directors shallsubstitute for such Representative Director.     (2) Each of Directors may demand the convocation of a meeting of the Board ofDirectors by submitting a document stating the purpose of such meeting to theRepresentative Director.     (3) If necessary under the provisions of laws and regulations, each Corporate Auditormay demand the convocation of a meeting of the Board of Directors.Notice of Convocation of a Meeting of the Board of Directors 8 (1) A notice of convocation of a meeting of the Board of Directors shall set forth thedate and time, place and agenda for such meeting, and shall be sent to each Director andeach Corporate Auditor no later than three (3) days prior to the date of such meeting.Provided, however, that if time is of the essence, such period may be shortened.     (2) If there is unanimous consent of all Directors and Corporate Auditors, a meetingof the Board of Directors may be held without satisfaction of the procedures providedunder the preceding paragraph.Presence of Outsider 9 The Board of Directors may, as may be necessary, request the attendance of personsother than Directors and Corporate Auditors at meetings of the Board of Directors and askfor their opinion or explanation.Method of Resolution 10 (1) Resolutions of meetings of the Board of Directors shall be made by a majority vote ofDirectors present at such meetings to which a majority of the Directors attend.
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      (2) A Director who has a special interest in the resolutions provided under thepreceding paragraph may not participate in the vote thereon.Resolutions in writing 11 (1) If a Director proposes a matter for inclusion in an agenda for a meeting of the Boardof Directors, the Director may request all Directors to express in writing orelectromagnetic record form their intention of consent to such proposal, upon delivery ofthe content of and related materials for such matter to all Directors and Corporate Auditorsin writing or electromagnetic record form.       (2) In the event that the circumstances of the preceding paragraph are applicable,and if all Directors and Corporate Auditors unanimously consent to the proposal inwriting or electromagnetic record form, the Company shall deem that a resolution of ameeting of the Board of Directors adopting such proposal was made. Provided, however,that such shall not be the case if a Corporate Auditor expresses its objection to suchproposal.Matters to be Resolved 12 Matters that require determination by a resolution of a meeting of the Board ofDirectors shall be as set forth in Schedules 1-4 attached hereto.Matters to be Reported 13 (1) The Representative Directors and Directors shall, at least once every three (3)months and whether personally or through Corporate Officers, report to a meeting of theBoard of Directors the status of execution of business of the Company that are set forth inSchedule 5 attached hereto, and other matters considered to be necessary by theRepresentative Directors and Directors.       (2) A Director who conducted transactions provided under any paragraph of Article356, paragraph 1 of the Company Law must, without delay, report to a meeting of theBoard of Directors the important fact relating to such transactions.       (3) If the Representative Directors and Directors provide notice of the matter thatshould be reported to the Board of Directors to all Directors and Corporate Auditors inwriting or electromagnetic record form, such matter needs not to be reported to ameeting of the Board of Directors. Provided, however, that such shall not be the caseas in relation to the reporting of the status of execution of business of the Companyprovided under paragraph 1.
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Minutes 14 (1) A summary of proceedings and results at a meeting of the Board of Directors, andother matters provided for by laws and regulations shall be stated or recorded in theminutes. The Directors and Corporate Auditors present shall affix their names and seals ormake electronic signatures thereto.      (2) The summary of proceedings and results at the meeting of the Board of Directorsshall be notified to the absent Directors and Corporate Auditors.Secretariat 15 The secretariat of the Board of Directors shall be the legal department.Changes in the Regulations of the Board of Directors 16 Any amendments to this Regulations shall require resolution of a meeting of the Boardof Directors.
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**2. SUPPLEMENTARY RULES**Establishment and Amendments:     June 1, 1970 Establishment (00) February 1, 1975 Amendment (01) October 1, 1982 Amendment (02) December 1, 1986 Amendment (03) December 1, 1990 Amendment (04) May 1, 1994 Amendment (05) June 26, 1998 Amendment (06) June 27, 2002 Amendment (07) September 24, 2003 Amendment (08) October 29, 2003 Amendment (09) June 29, 2006 Amendment (10) June 29, 2006 Amendment (11)
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Schedule 1**Matters to be resolved at the Meeting of the Board of Directors**I. Matters provided for by laws and regulations:1. Matters relating to shares: (1) Acquisition of own shares held by subsidiaries (Article 163 of the CompanyLaw)  (2) Acquisition of own shares through transactions in the market, etc. (Article165, paragraph 2 and paragraph 3, Article 157, paragraph 2 of the Company Law, andArticle 8 of the Articles of Incorporation)  (3) Cancellation of treasury stock (Article 178, paragraph 2 of the Company Law)  (4) Stock split (Article 183, paragraph 2 of the Company Law)  (5) Gratis allotment of shares (Article 186, paragraph 3 of the Company Law)  (6) Amendments to the Articles of Incorporation to decrease the number of sharesconstituting one unit or abolition of the provisions of the Articles of Incorporationrelating to the number of shares constituting one unit (Article 195, paragraph 1 ofthe Company Law)  (7) Matters relating to sale and purchase of shares held by missing shareholders(Article 197, paragraph 4 of the Company Law)  (8) Issuance of offered shares and disposition of own shares (Article 201,paragraph 1, and Article 202, paragraph 3, item 3 of the Company Law)  (9) Matters relating to disposing of any fraction of a share that is less thanone share (Article 234, paragraph 5 of the Company Law)  (10) Issuance of offered stock acquisition rights (Article 240, paragraph 1,Article 241, paragraph 3, item 3, and Article 243, paragraph 2 of the Company Law)  (11) Approval of the transfer of stock acquisition rights with restrictions ontransfer (Article 265, paragraph 1 of the Company Law)  (12) Approval of the date prescribed by Article 236, paragraph 1, item 7(b) of theCompany Law in the case that stock acquisition rights with terms on reacquisitioncontain provisions prescribed by Article 236, paragraph 1, item 7(b) (Article 273,paragraph 1 of the Company Law)  (13) Decision etc. on acquisition of stock acquisition rights with terms on
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   reacquisition (Article 274, paragraph 2 of the Company Law)  (14) Gratis allotment of stock acquisition rights (Article 278, paragraph 3 of theCompany Law)  (15) Convocation of a general meeting of shareholders (Article 298, paragraph 4 ofthe Company Law)  (16) Issuance of bonds (Article 362, paragraph 4, item 5 of the Company Law)  (17) Decrease of the amount of paid-in capital which is effected simultaneouslywith the issuance of shares; provided, however, that this is limited to the case wherethe amount of paid-in capital after the date when the decrease of the amount ofpaid-in capital takes effect, is not less than the amount of paid-in capital beforesuch effective date (Article 447, paragraph 3 of the Company Law)  (18) Decrease of the amount of reserve which is effected simultaneously with theissuance of shares; provided, however, that this is limited to the case where theamount of reserve after the date when the decrease of the amount of reserve takeseffect, is not less than the amount of reserve before such effective date (Article448, paragraph 3 of the Company Law)  (19) Decision on interim dividends (Article 454, paragraph 5 of the Company Law,and Article 44 of the Articles of Incorporation)2. Matters relating to Directors: (1) Appointment and dismissal of Representative Directors (Article 362, paragraph2, item 3 of the Company Law, and Article 24 of the Articles of Incorporation)  (2) Approval of competitive transactions conducted by Director, transactionsconducted by Director with the Company for the benefit of himself or herself, or athird party, guarantee by the Company of a debt of Director and other transactionsconducted by a person other than Director where interests of the Company and theDirector are in conflict (Article 365, paragraph 1 of the Company Law)  (3) Convener of a meeting of the Board of Directors (Article 366, paragraph 1 ofthe Company Law, and Article 25, paragraph 2 of the Articles of Incorporation)
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3. Matters to be proposed at the general meeting of shareholders: (1) Acquisition of own shares not through transactions in the market, etc.(Article 156, paragraph 1, and Article 160, paragraph 1 of the Company Law)  (2) Consolidation of shares (Article 180, paragraph 2 of the Company Law)  (3) Disposition of own shares for a specially favorable amount to be paid(Article 199, paragraph 2, Article 201, paragraph 1, and Article 199, paragraph 3 ofthe Company Law)  (4) Issuance of offered shares by a specially favorable amount to be paid(Article 199, paragraph 2, Article 201, paragraph 1, and Article 199, paragraph 3 ofthe Company Law)  (5) Issuance of offered stock acquisition rights by a specially favorable amountto be paid (Article 238, paragraph 2, Article 240, paragraph 1, and Article 238,paragraph 3 of the Company Law)  (6) Appointment and dismissal of Directors, Corporate Auditors and AccountingAuditors (Article 329, paragraph 1, and Article 339, paragraph 1 of the Company Law)  (7) Decision on remunerations, etc. to Directors and Corporate Auditors (Article361, paragraph 1, and Article 387, paragraph 1 of the Company Law)  (8) Partial exemption of liabilities of a Director, Corporate Auditor orAccounting Auditor (Article 425, paragraph 1 of the Company Law)  (9) Approval of accounting documents including the balance sheet and thestatement of profit and loss, etc. and the business report and their supportingschedules, or the fact that the accounting documents fulfill the requirements underArticle 163 of the Company Accounting Regulations (Article 436, paragraph 3, andArticle 439 of the Company Law)  (10) Approval of temporary accounting documents (Article 441, paragraph 3 of theCompany Law)  (11) Approval of consolidated accounting documents (Article 444, paragraph 5 ofthe Company Law)  (12) Decrease of the amount of paid-in capital (Article 447, paragraph 1 of theCompany Law)  (13) Decrease of the amount of reserve (Article 448, paragraph 1 of the CompanyLaw)  (14) Increase in paid-in capital due to decrease in retained earnings (Article
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   450 of the Company Law)  (15) Increase in reserve due to decrease in retained earnings (Article 451 of theCompany Law)  (16) Disposition of retained earnings (Article 452 of the Company Law)  (17) Distribution of retained earnings (Article 454, paragraph 1 of the CompanyLaw)  (18) Amendment of the Articles of Incorporation (Article 466 of the Company Law)  (19) Transfer of business, etc., *ex post facto*establishment (Article 467,paragraph 1 of the Company Law)  (20) Winding-up of the Company (Article 471, item 3 of the Company Law)  (21) Appointment and dismissal of liquidators and representative liquidators(Article 478, paragraph 1, item 3, Article 479, paragraph 1, and Article 483,paragraph 3 of the Company Law)  (22) Demerger (Article 783, paragraph 1, Article 795, paragraph 1, and Article804, paragraph 1 of the Company Law)  (23) Share exchange (Article 783, paragraph 1, and Article 795, paragraph 1 of theCompany Law)  (24) Merger (Article 783, paragraph 1, Article 795, paragraph 1, and Article 804,paragraph 1 of the Company Law)  (25) Share transfer (Article 804, paragraph 1 of the Company Law) - End -
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Schedule 2**Matters to be resolved at the Meeting of the Board of Directors**II. Important Matters for Businesses pursuant to Article 362, paragraph 4 of the Company Law:1. Matters relating to shares: (1) Establishment, amendments and abolition of the Share Handling Regulations2. Matters relating to Directors: (1) Allotment of duties to Directors, and commission and release of services asemployees  (2) Assumption of positions with executive power of affiliates of the Company andother business companies by Directors  (3) Establishment, amendments and abolition of the regulations and internal rulesfor Directors3. Matters relating to Corporate Officers: (1) Appointment and dismissal of Corporate Officers  (2) Establishment, amendments and abolition of the regulations and internal rulesfor Corporate Officers  (3) Appointment and dismissal of positions with executive power of CorporateOfficers  (4) Assumption of positions with executive power of affiliates of the Company andother business companies by Corporate Officers  (5) Allotment of duties to Corporate Officers  (6) Remunerations and bonuses to Corporate Officers  (7) Approval of competitive transactions and transactions in conflict with theinterests of the Company conducted by Corporate Officers4. Matters relating to management: (1) TDK Group’s basic management policy  (2) Important business plans  (3) Important acquisition and disposition of company, etc.  (4) Important business expansion and contraction, and abolition of importantbusinesses  (5) Important business alliances and technical alliances  (6) Establishment, changes and abolition of important business offices,
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   branches, manufacturing facilities and research institutes5. Matters relating to organization and personnel affairs: (1) Rearrangement of TDK Group’s organization  (2) Appointment and dismissal of members and chairpersons of important committees  (3) Appointment and dismissal of important employees  (4) Important labor-management agreements  (5) Establishment, amendments and abolition of important employment regulations  (6) Important disciplinary measures and discharges  (7) Commission and release of counselors6. Matters relating to facilities: (1) Sale and purchase, and lease and rental, etc. of important facilities  (2) Sale and purchase, and lease and rental, etc. of important land and buildings  (3) Sale and purchase, and lease and rental, etc. of important welfare facilities  (4) Decision on a budget for important facilities of TDK Group7. Matters relating to development and technology: (1) Sale and purchase, license and disposition of important intellectual propertyrights with third parties  (2) Management of important complaints  (3) Commencement, suspension and amendment of important research and developmentactivities with third parties8. Matters relating to financial affairs: (1) Establishment of important security interest  (2) Important donations, patronages and contributions, etc.  (3) Important investments, loans, etc.  (4) Important debt or performance guarantees  (5) Important borrowings  (6) Acquisition and disposition of important bonds or shares of other companiesheld for the purpose other than the investment  (7) Disposition of important uncollectible debts  (8) Important fund plans9. Matters relating to consolidated subsidiaries and equity method affiliates: (1) Incorporation, merger, liquidations, business transfer etc., share
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   exchange, share transfer, demerger and changes in the company name of aconsolidated subsidiary and an equity method affiliate  (2) Capital increase or decrease of a consolidated subsidiary and an equitymethod affiliate  (3) Changes in the shareholding ratio of shares of a company held by the Companythat will influence the judgment as to whether the company is a consolidatedsubsidiary or whether the company is an equity method affiliate; changes in the numberof shares of a company held by the Company resulting in the Company holding amanagement power over the company  (4) Other important matters relating to the consolidated subsidiaries and equitymethod affiliates10. Matters relating to important litigations, settlements and applications for patents or otherintellectual property rights; 11. Approval of the allotment of non-audit services to the Accounting Auditors and dismissalthereof in accordance with the Sarbanes-Oxley Act of 2002 of the U.S.; 12. Matters relating to the establishment of systems to ensure that the execution of duties byDirectors is in compliance with laws and regulations, and the Articles of Incorporation, orother systems to ensure that businesses of the Company are duly performed; 13. Amendments and abolition of important committee charters 14. Approval for disclosure of information through the documents set forth below, which thecompany information concerning financial affairs contained therein had been decided asaccurate and reasonable by the Information Disclosure Committee (1) Notices of the convocation of the general meeting of shareholders  (2) Annual securities reports  (3) Annual reports on Form 20-F  (4) Semiannual securities reports  (5) Financial reports in the abbreviated form, interim financial reports, summaryof quarterly financial and business reports  (6) Amendments to the reports stated in items (2) and (4) above15. Specially important matters for businesses or matters equally important to each item as setforth above pursuant to the “Regulations for the Determination of Duties” etc. - End -
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Schedule 3**Matters to be resolved at the Meeting of the Board of Directors**III. Matters provided for by the Articles of Incorporation:1. Matters relating to shares: (1) Determination of an administrator of the shareholders’ register and thelocation for handling the business of such administrator (Article 12, paragraph 2 ofthe Articles of Incorporation)  (2) Determination of record date (Article 14, paragraph 2 of the Articles ofIncorporation)2. Matters relating to Directors: (1) Determination of the order of preference of the Director in becoming theconvener and chairperson of general meetings of shareholders (Article 16, paragraph 2of the Articles of Incorporation)  (2) Determination of the order of preference of the Director in becoming theconvener and chairperson of meetings of the Board of Directors (Article 25, paragraph2 of the Articles of Incorporation) - End -
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Schedule 4**Matters to be resolved at the Meeting of the Board of Directors**IV. Matters entrusted by the general meeting of shareholders: - End -
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Schedule 5**Matters to be reported to the Meeting of the Board of Directors**1. The Representative Directors shall prepare balance sheets, profit and loss statements andcash flow statements, and report to the Board of Directors.2. The Representative Directors and Directors shall personally or through the Corporate Officersreport the following items to meetings of the Board of Directors when necessary pursuant tothe “Regulations for the Decision on Duties” and the like. (Article 363, paragraph 2 of theCompany Law) (1) Process and results of the execution of the matters resolved at a meeting ofthe Board of Directors  (2) Important items among the items that were decided by the RepresentativeDirector  (3) Status of implementation of business plans  (4) Status of material procurement division  (5) Status of implementation of technology development plans  (6) Important matters for financial affairs  (7) Important matters for employees and salaries  (8) Important matters for legal affairs and public affairs  (9) Important matters for environment preservation and engineering works  (10) Important matters for facilities  (11) Personnel affairs for Directors, Corporate Auditors and Corporate Officers ofconsolidated subsidiaries  (12) Other important matters3. Matters necessary to be reported to meetings of the Board of Directors pursuant to laws andregulations, and the Articles of Incorporation (including but not limited to, thetransactions, etc. prescribed by Article 356, paragraph 1 of the Company Law)- End -
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