REGULATIONS OF THE BOARD OF DIRECTORS
  TDK Corporation




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REGULATIONS OF THE BOARD OF DIRECTORS
 1 GENERAL PROVISIONS
 Purpose1
    
    
    Except as may be otherwise specifically provided for under laws and regulations, and
the Articles of Incorporation, matters relating to the board of directors of TDK
Corporation (the Board of Directors) shall be as set forth in this Regulations of the
Board of Directors (this Regulations).Duties2
    
    
    The Board of Directors shall determine important matters relating to the execution of
the business of TDK Corporation (the Company), and supervise the performance by the
Representative Director, Directors and Corporate Officers of their respective duties.Composition3
    
    
    The Board of Directors shall be composed of all Directors.Company Auditors4
    
    
    Company Auditors shall attend meetings of the Board of Directors, and shall, if deemed
necessary by such Company Auditors, state their opinions thereat.Time of Convocation of the Meeting5
    (1)
    
    An ordinary meeting of the Board of Directors shall be held at least once every
month. Provided, however, that the date and time of an ordinary meeting of the Board of
Directors may be changed due to unavoidable reasons.(2)
    
    In addition to the preceding paragraph and if necessary, an extraordinary meeting
of the Board of Directors may be held.Place of the Meeting6
    
    
    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 Chairperson of Meetings of the Board of Directors7
    (1)
    
    Except as may be otherwise specifically provided for under laws and regulations,
the Representative Director shall convene and be the chairperson of meetings of the Board
of Directors. If there are multiple Representative Directors, the Representative Director
with preference over the other Representative Director(s) pursuant to the pre-determined
order of preference established by the Board of Directors shall convene such meetings and
act as a chairperson thereat. If such Representative Director with preference is unable to
take such action, pursuant to the pre-determined order of preference established by the
Board of Directors, the Director with preference over the remaining Directors shall
substitute for such Representative Director.(2)
    
    Each of Directors may demand the convocation of a meeting of the Board of
Directors by submitting a document stating the purpose of such meeting to the
Representative Director.(3)
    
    If necessary under the provisions of laws and regulations, each Company Auditor
may demand the convocation of a meeting of the Board of Directors.Notice of Convocation of a Meeting of the Board of Directors8
    (1)
    
    A notice of convocation of a meeting of the Board of Directors shall set forth the
date and time, place and agenda for such meeting, and shall be sent to each Director and
each 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 Company Auditors, a meeting of
the Board of Directors may be held without satisfaction of the procedures provided under
the preceding paragraph.Presence of Outsider9
    
    
    The Board of Directors may, as may be necessary, request the attendance of persons
other than Directors and Company Auditors at meetings of the Board of Directors and ask for
their opinion or explanation.Method of Resolution10
    (1)
    
    Resolutions of meetings of the Board of Directors shall be made by a
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majority vote of Directors present at such meetings to which a majority of the Directors
attend.(2)
    
    A Director who has a special interest in the resolutions provided under the
preceding paragraph may not participate in the vote thereon.Resolutions in writing11
    (1)
    
    If a Director proposes a matter for inclusion in an agenda for a meeting of the Board
of Directors, the Director may request all Directors to express in writing or
electromagnetic record form their intention of consent to such proposal, upon delivery of
the content of and related materials for such matter to all Directors and Company Auditors
in writing or electromagnetic record form.(2)
    
    In the event that the circumstances of the preceding paragraph are applicable,
and if all Directors and Company Auditors unanimously consent to the proposal in writing
or electromagnetic record form, the Company shall deem that a resolution of a meeting of
the Board of Directors adopting such proposal was made. Provided, however, that such
shall not be the case if a Company Auditor expresses its objection to such proposal.Matters to be Resolved12
    
    
    Matters that require determination by a resolution of a meeting of the Board of
Directors shall be as set forth in Schedules 1-4 attached hereto.Matters to be Reported13
    (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 the
Board of Directors the status of execution of business of the Company that are set forth in
Schedule 5 attached hereto, and other matters considered to be necessary by the
Representative Directors and Directors.(2)
    
    A Director who conducted transactions provided under any paragraph of Article
356, paragraph 1 of the Companies Act must, without delay, report to a meeting of the
Board of Directors the important fact relating to such transactions.(3)
    
    If the Representative Directors and Directors provide notice of the matter that
should be reported to the Board of Directors to all Directors and Company Auditors in
writing or electromagnetic record form, such matter
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needs not to be reported to a meeting of the Board of Directors. Provided, however,
that such shall not be the case as in relation to the reporting of the status of
execution of business of the Company provided under paragraph 1.Minutes14
    (1)
    
    A summary of proceedings and results at a meeting of the Board of Directors, and
other matters provided for by laws and regulations shall be stated or recorded in the
minutes. The Directors and Company Auditors present shall affix their names and seals or
make electronic signatures thereto.(2)
    
    The summary of proceedings and results at the meeting of the Board of Directors
shall be notified to the absent Directors and Company Auditors.Secretariat15
    
    
    The secretariat of the Board of Directors shall be the legal department.Changes in the Regulations of the Board of Directors16
    
    
    Any amendments to this Regulations shall require resolution of a meeting of the Board
of Directors.
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2. SUPPLEMENTARY RULES
  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)June 27, 2008
    
    Amendment (12)
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Matters to be resolved at the Meeting of the Board of Directors
  1.
    
    Matters relating to shares:
 (1)
    
    Acquisition of shares from subsidiaries (Article 163 of the Companies Act)(2)
    
    Acquisition of shares by market transactions, etc. (Article 165, paragraph 2
and paragraph 3, Article 157, paragraph 2 of the Companies Act, and Article 8 of the
Articles of Incorporation)(3)
    
    Cancellation of treasury stock (Article 178, paragraph 2 of the Companies
Act)(4)
    
    Share split (Article 183, paragraph 2 of the Companies Act)(5)
    
    Allotment of shares without contribution (Article 186, paragraph 3 of the
Companies Act)(6)
    
    Amendments to the Articles of Incorporation to decrease the size of share
unit or abolition of the provisions of the Articles of Incorporation relating to the
share unit (Article 195, paragraph 1 of the Companies Act)(7)
    
    Matters relating to sale and purchase of shares held by missing shareholders
(Article 197, paragraph 4 of the Companies Act)(8)
    
    Issuance of shares for subscription and disposition of treasury (Article 201,
paragraph 1, and Article 202, paragraph 3, item 3 of the Companies Act)(9)
    
    Matters relating to disposing of any fraction of a share that is less than
one share (Article 234, paragraph 5 of the Companies Act)(10)
    
    Issuance of share options for subscription (Article 240, paragraph 1, Article
241, paragraph 3, item 3, and Article 243, paragraph 2 of the Companies Act)(11)
    
    Approval of the transfer of stock acquisition rights with restrictions on
transfer (Article 265, paragraph 1 of the Companies Act)(12)
    
    Approval of the date prescribed by Article 236, paragraph 1, item 7(b) of the
Companies Act in the case that stock acquisition rights with terms on reacquisition
contain provisions prescribed by Article 236, paragraph 1, item 7(b) (Article 273,
paragraph 1 of the Companies Act)
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(13)
    
    Decision etc. on acquisition of share options subject to call. (Article 274,
paragraph 2 of the Companies Act)(14)
    
    Allotment of share options without contribution. (Article 278, paragraph 3 of
the Companies Act)(15)
    
    Convocation of a shareholders meeting (Article 298, paragraph 4 of the
Companies Act)(16)
    
    Issuance of bonds (Article 362, paragraph 4, item 5 of the Companies Act)(17)
    
    Decrease of the amount of stated capital which is effected simultaneously
with the issuance of shares; provided, however, that this is limited to the case where
the amount of stated capital after the date when the decrease of the amount of stated
capital takes effect, is not less than the amount of stated capital before such
effective date (Article 447, paragraph 3 of the Companies Act)(18)
    
    Decrease of the amount of reserve which is effected simultaneously with the
issuance of shares; provided, however, that this is limited to the case where the
amount of reserve after the date when the decrease of the amount of reserve takes
effect, is not less than the amount of reserve before such effective date (Article
448, paragraph 3 of the Companies Act)(19)
    
    Decision on interim dividend of surplus. (Article 454, paragraph 5 of the
Companies Act, and Article 44 of the Articles of Incorporation)
 2.
    
    Matters relating to Directors:
 (1)
    
    Appointment and remove of Representative Directors (Article 362, paragraph 2,
item 3 of the Companies Act, and Article 24 of the Articles of Incorporation)(2)
    
    Approval of competitive transactions conducted by Director, transactions
conducted by Director with the Company for the benefit of himself or herself, or a
third party, guarantee by the Company of a debt of Director and other transactions
conducted by a person other than Director where interests of the Company and the
Director are in conflict (Article 365, paragraph 1 of the Companies Act)(3)
    
    Convener of a meeting of the Board of Directors (Article 366, paragraph 1 of
the Companies Act, and Article 25, paragraph 2 of the Articles of Incorporation)
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3.
    
    Matters to be proposed at shareholders meetings:
 (1)
    
    Acquisition of own shares by agreement with shareholders. (Article 156,
paragraph 1, and Article 160, paragraph 1 of the Companies Act)(2)
    
    Consolidation of shares (Article 180, paragraph 2 of the Companies Act)(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 of
the Companies Act)(4)
    
    Issuance of shares for subscription by a specially favorable amount to be
paid (Article 199, paragraph 2, Article 201, paragraph 1, and Article 199, paragraph 3
of the Companies Act)(5)
    
    Issuance of share options for subscription by a specially favorable amount to
be paid (Article 238, paragraph 2, Article 240, paragraph 1, and Article 238,
paragraph 3 of the Companies Act)(6)
    
    Election and dismissal of Directors, Company Auditors and Accounting Auditors
(Article 329, paragraph 1, and Article 339, paragraph 1 of the Companies Act)(7)
    
    Decision on remunerations, etc. to Directors and Company Auditors (Article
361, paragraph 1, and Article 387, paragraph 1 of the Companies Act)(8)
    
    Partial exemption of liabilities of a Director, CompanyAuditor or Accounting
Auditor (Article 425, paragraph 1 of the Companies Act)(9)
    
    Approval of financial statements including balance sheets and profit and loss
statements, etc. and business report and supplementary schedules thereof, or the fact
that the forgoing documents fulfill the requirements under Article 163 of the Company
Accounting Regulations (Article 436, paragraph 3, and Article 439 of the Companies
Act)(10)
    
    Approval of temporary financial statements (Article 441, paragraph 3 of the
Companies Act)(11)
    
    Approval of consolidated financial statements (Article 444, paragraph 5 of
the Companies Act)(12)
    
    Reductions in the amount of stated capital (Article 447, paragraph 1 of the
Companies Act)(13)
    
    Reductions in the amount of reserves (Article 448, paragraph 1 of the
Companies Act)
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(14)
    
    Increase of the amount of stated capital by reduction of the amount of
surplus. (Article 450 of the Companies Act)(15)
    
    Increase of the amount of reserves by reduction of the amount of surplus.
(Article 451 of the Companies Act)(16)
    
    Appropriation of surplus (Article 452 of the Companies Act)(17)
    
    Dividends of surplus (Article 454, paragraph 1 of the Companies Act)(18)
    
    Amendment of the Articles of Incorporation (Article 466 of the Companies Act)(19)
    
    Assignment of business, etc., prior approval of shareholders (Article 467,
paragraph 1 of the Companies Act)(20)
    
    Dissolution of the Company (Article 471, item 3 of the Companies Act)(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 Companies Act)(22)
    
    Company split (Article 783, paragraph 1, Article 795, paragraph 1, and
Article 804, paragraph 1 of the Companies Act)(23)
    
    Share exchange (Article 783, paragraph 1, and Article 795, paragraph 1 of the
Companies Act)(24)
    
    Merger (Article 783, paragraph 1, Article 795, paragraph 1, and Article 804,
paragraph 1 of the Companies Act)(25)
    
    Share transfer (Article 804, paragraph 1 of the Companies Act)
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Matters to be resolved at the Meeting of the Board of Directors
  1.
    
    Matters relating to shares:
 (1)
    
    Establishment, amendments and abolition of the Share Handling Regulations
 2.
    
    Matters relating to Directors:
 (1)
    
    Allotment of duties to Directors, and commission and release of services as
employees(2)
    
    Assumption of positions with executive power of affiliates of the Company and
other business companies by Directors(3)
    
    Establishment, amendments and abolition of the regulations and internal rules
for Directors
 3.
    
    Matters relating to Corporate Officers:
 (1)
    
    Appointment and dismissal of Corporate Officers(2)
    
    Establishment, amendments and abolition of the regulations and internal rules
for Corporate Officers(3)
    
    Appointment and dismissal of positions with executive power of Corporate
Officers(4)
    
    Assumption of positions with executive power of affiliates of the Company and
other 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 the
interests of the Company conducted by Corporate Officers
 4.
    
    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 important
businesses(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 institutes
 5.
    
    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 counselors
 6.
    
    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 Group
 7.
    
    Matters relating to development and technology:
 (1)
    
    Sale and purchase, license and disposition of important intellectual property
rights with third parties(2)
    
    Management of important complaints(3)
    
    Commencement, suspension and amendment of important research and development
activities with third parties
 8.
    
    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 companies
held for the purpose other than the investment(7)
    
    Disposition of important uncollectible debts(8)
    
    Important fund plans
 9.
    
    Matters relating to consolidated subsidiaries and equity method affiliates:
 (1)
    
    Incorporation, merger, liquidations, business transfer etc., share
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exchange, share transfer, company split and changes in the company name of a
consolidated subsidiary and an equity method affiliate(2)
    
    Capital increase or decrease of a consolidated subsidiary and an equity
method affiliate(3)
    
    Changes in the shareholding ratio of shares of a company held by the Company
that will influence the judgment as to whether the company is a consolidated
subsidiary or whether the company is an equity method affiliate; changes in the number
of shares of a company held by the Company resulting in the Company holding a
management power over the company(4)
    
    Other important matters relating to the consolidated subsidiaries and equity
method affiliates
 10.
    
    Matters relating to important litigations, settlements and applications for patents or other
intellectual property rights;
 11.
    
    Approval of the allotment of non-audit services to the Accounting Auditors and dismissal
thereof 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 by
Directors is in compliance with laws and regulations, and the Articles of Incorporation, or
other systems to ensure that businesses of the Company are duly performed;
 13.
    
    Amendments and abolition of important committee charters
 14.
    
    Approval for disclosure of company information concerning financial affairs contained in the
following documents with respect to accuracy and reasonableness of such information.
 (1)
    
    Notices of the convocation of shareholders meetings(2)
    
    Annual securities reports(3)
    
    Annual reports on Form 20-F(4)
    
    Quarterly securities reports(5)
    
    Financial reports in the abbreviated form, interim financial reports, summary
of quarterly financial and business reports(6)
    
    Amendments to the reports stated in items (2) and (4) above
 15.
    
    Specially important matters for businesses or matters equally important to each item as set
forth above pursuant to the Regulations for the Determination of Duties etc.
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Matters to be resolved at the Meeting of the Board of Directors
  1.
    
    Matters relating to shares:
 (1)
    
    Determination of an administrator of the shareholders registry and the
location for handling the business of such administrator (Article 12, paragraph 2 of
the Articles of Incorporation)(2)
    
    Determination of record date (Article 14, paragraph 2 of the Articles of
Incorporation)
 2.
    
    Matters relating to Directors:
 (1)
    
    Determination of the order of preference of the Director in becoming the
convener and chairperson of shareholders meetings (Article 16, paragraph 2 of the
Articles of Incorporation)(2)
    
    Determination of the order of preference of the Director in becoming the
convener and chairperson of meetings of the Board of Directors (Article 25, paragraph
2 of the Articles of Incorporation)
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Matters to be resolved at the Meeting of the Board of Directors
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Matters to be reported to the Meeting of the Board of Directors
 1.
    
    The Representative Directors shall prepare balance sheets, profit and loss statements and
cash flow statements, and report to the Board of Directors.
 2.
    
    The Representative Directors and Directors shall personally or through the Corporate Officers
report the following items to meetings of the Board of Directors when necessary pursuant to
the Regulations for the Decision on Duties and the like. (Article 363, paragraph 2 of the
Companies Act)
 (1)
    
    Process and results of the execution of the matters resolved at a meeting of
the Board of Directors(2)
    
    Important items among the items that were decided by the Representative
Director(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 of
consolidated subsidiaries(12)
    
    Other important matters
 3.
    
    Matters necessary to be reported to meetings of the Board of Directors pursuant to laws and
regulations, and the Articles of Incorporation (including but not limited to, the
transactions, etc. prescribed by Article 356, paragraph 1 of the Companies Act)
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