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EXHIBIT 11. 1
 TDK Code of Ethics
 Amended: May 25, 2005




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Foreword
   1.
    
    Corporate philosophy of ethics (Philosophy), which is a basic charter of TDK Group
applicable to all directors, officers, employees and corporate auditors of the TDK Group (TDK
Members);2.
    
    Corporate standards of business conduct and its Supplementary Provisions (Standards), which
provide guidelines for conducting the business of TDK Group; and3.
    
    Program of the TDK Code of Ethics (Program), which provides the procedures for observance
of the Philosophy and the Standards.
   1.
    
    Prepare a handbook on the TDK Code of Ethics and distribute copies of the handbook to its
directors, officers and employees, and also place the TDK Code of Ethics on the website of TDK
Business Ethics & CSR Committee (TDK Business Ethics & CSR Committee Website) on the
intranet system of TDK Group;2.
    
    Periodically hold internal seminars/trainings regarding observance of the TDK Code of Ethics;
and3.
    
    Establish consultation offices for its employees, to which the employees of TDK Group may
direct their questions and concerns regarding the TDK Code of Ethics and seek advice.




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Table of Contents
 Chapter 1 Corporate Ethical PhilosophyChapter 2 Corporate Standards of Business Conduct2.1 Business Activities2.1.1 Supply of excellent products and services, and maintenance of safety2.1.2 Maintenance of sound and good relationship with customers,
suppliers and other business partners2.1.3 Maintenance and promotion of fair and free competitions2.1.4 Protection of intellectual property rights2.1.5. Conflict of Interest2.1.6. Confidentiality2.1.7. Business opportunities of TDK Group2.1.8. Fair dealing2.1.9. Protection and proper use of TDK Groups assets2.2 TDK Group and Employees2.2.1 Respect for the personality and individuality of each employee2.2.2 Respect for the privacy2.2.3 Respect for human rights2.2.4 Working conditions2.2.5 Maintenance of safe, healthy and comfortable work environment2.3 TDK Group and Society2.3.1 Observance of laws and regulations2.3.2 Disclosure of information2.3.3 Protection of the global environment2.3.4 Contribution to society and the community2.4 Supplemental ProvisionsCode of Ethics Applicable to All Senior Financial Officers, Members of the Board and
Executive Officers of TDK GroupChapter 3 Program of the TDK Code of Ethics3.1 Purpose3.2 Functions3.3 Business Ethics & CSR Committee of TDK3.4 Consultation Office3.5 Educating the TDK Code of Ethics3.6 Organization for observing the TDK Code of Ethics




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3.7 Duty to Report to the Board of Directors and to the Board of Corporate Auditors3.8 Corrections and Preventive Actions3.9 Reporting of Illegal and Unethical Behavior3.10 Violations of the TDK Code of Ethics3.11 Revocation and Amendment




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Vision
    
    Always take a new step forward with a vision in mind. Creation and construction are not born without vision.
 Courage
    
    Always perform with courage. Performing power is born by confronting contradiction and overcoming it.
 Trust
    
    Always try to build trust. Trust is born from a spirit of honesty and service.
  1)
    
    TDK Group and TDK Members shall observe the laws, regulations and standards of society
applicable to the TDK, and conduct business in a fair and sound manner;2)
    
    TDK Group shall contribute to society by providing excellent products and services;3)
    
    TDK Group shall respect each employees personality and individuality, and ensure a safe and
comfortable work environment;4)
    
    TDK Group shall maintain a strong and amicable relationship with its customers, suppliers,
employees, shareholders and other stakeholders;5)
    
    TDK Group shall constantly seek to be a good corporate citizen, by contributing to the
society and the community; and6)
    
    TDK Group shall contribute to protecting the global environment and to building secured and
comfortable society.




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2.1
    
    Business Activities
 2.1.1
    
    Supply of excellent products and services and maintenance of safetyExcellent products and services are the essence of TDK Group. In order to assure
their excellence, TDK Group shall make every effort to reinforce and improve its
Research & Development, Manufacturing and Engineering Technologies divisions. It
should be noted that excellent products and services entail that they are high in
quality, safe, non-harmful to human health and other properties. TDK Group has
committed itself to product and service excellence.
 (i)
    
    Good comprehension of customer needsDirectors, officers and employees of TDK Group shall always pay close
attention to the market evolution and be sensitive to the customer needs.
Since TDK Group sells not only industrial products but also products for
end-users (collectively TDK Product), it is important for directors,
officers and employees of TDK to understand the needs of various consumer
groups. Directors, officers and employees of TDK Group should make efforts
to actively gather timely and accurate information on the customer needs for
various groups.(ii)
    
    Quality ControlIt is imperative to constantly check safety of all TDK Products at each and
every stage of manufacture and sales (research, design, manufacture and
sales) in order to avoid accidents and injuries arising out of defective
products. TDK Members shall comply with laws and regulations concerning
safety of products, and official guidelines, if any.(iii)
    
    Easy-to-understand instruction manualsMisuse of products often causes accidents. Accidents by misuse, however,
can be prevented by labeling an appropriate warning on the product.
Instructions for TDK Products should be written in a simple and plain
language to make sure that consumers use TDK Products in a proper manner.(iv)
    
    Damage controlWhen accident occurs due to the defective TDK Product, steps for damage
control must be immediately taken. If necessary, the TDK




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Product that caused the accident should be recalled and information
regarding the defective TDK Product should be promptly disseminated to the
users and the consumers of the TDK Product. It is TDK Groups belief that
the duty to prevent further accidents from the same defective product is
owed by a supplier of such product, and the supplier must commit itself to
fully performing the duty.(v)
    
    Prevention of the recurrence of any product quality or safety
related problemsWhen TDK Product is found to be defective, unless the cause of such defect
is investigated and the problem is completely eliminated, the same and
similar accidents are likely to recur. Therefore, for the purpose of
preventing the same or similar accidents from happening, TDK Group should
establish an internal system, by which information and records regarding any
and all defective products are properly maintained and exchanged within
relevant departments or organizations of TDK Group.
 2.1.2
    
    Maintenance of sound and good relationship with customers, suppliers and other
business partnerGiving and accepting improper personal benefit through business transactions must be
strictly avoided. TDK Members are required to exercise good judgment and take
sensible actions to avoid misinterpretation and any negative effect on the
reputation of TDK Group or other TDK Members.
 (i)
    
    Customer RelationsEntertainment and gifts shall be moderate, of reasonable value and within
the socially acceptable norms. TDK Members are strictly prohibited from
giving customers rebates, commissions and other forms of compensation that
would personally benefit the customer or that are made discretionarily.(ii)
    
    Supplier RelationsSuppliers shall be selected based upon rational criteria, such as pricing,
quality and delivery of goods. TDK Members may be entertained by or receive
gifts from suppliers, as long as they are consistent with customary business
practices and of reasonable value. When a TDK Member receives a gift or
certain entertainment that is apparently excessive or not consistent with
customary business practices, he or she must reject to accept or, if he or
she has accepted it, return it in a timely manner.(iii)
    
    Relationship with other member organizations of TDK GroupTransactions among and between member organizations of TDK Group shall be as
fair and transparent as those with third party




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companies.Entertainment and gifts to other member organization of TDK Group
must also be within socially acceptable limits.
 2.1.3
    
    Maintenance and promotion of fair and free competitionsIn general, the purpose of antitrust laws or similar competition laws in many
countries is to encourage free competitions or trade and to protect consumer
interests. TDK Members must exercise special care to ensure that any business
activity with representatives of other companies is not contrary to such antitrust
laws or similar anti-competition laws of other countries, where applicable. Each
member organization of TDK Group should have its compliance company policy with
regard to its respective applicable antitrust laws or similar anti-competition laws,
and such policy must be respected or observed by TDK Members of the member
organization.2.1.4
    
    Protection of intellectual property rightsIntellectual property rights are the rights given to creations and inventions made
from intellectual activities and to commercially-cultivated good-will. Examples of
intellectual property rights include patents, industrial design, trade dress,
trademarks, copyrights, business know-how and other trade secrets on technology or
marketing. For industrial companies, intellectual property rights are the source of
income and profits, and thus, intellectual property rights deserve vigorous
protection on the world-wide level. TDK Members must facilitate creativity of
others and protection of existing intellectual property rights of TDK Group, and
must also be careful not to infringe upon the intellectual property rights of the
others.
 (i)
    
    Trade secrets of TDK GroupImproper disclosure of trade secrets belonging to TDK Group could damage the
interest and repute of TDK Group. Trade secrets may be transmitted and
communicated by means of electronic medium, product medium, oral
communication or written form. In order to achieve a proper management and
maintenance of the trade secrets of TDK Group, it is important to clarify
the way in which trade secrets are identified and clearly labeled as trade
secrets in a manner that a third party will understand that the labeled
items are protected intellectual property rights. TDK Members shall handle
the trade secrets of TDK Group in accordance with internal company rules
concerning trade secrets established and adopted by each member organization
of TDK Group.(ii)
    
    Intellectual property rights of third partiesTDK Group respects intellectual property rights of third parties. TDK
Members are expected to act and behave in a lawful manner and avoid
potential civil or criminal liabilities arising out of use of
unlawfully-obtained trade secrets of others under applicable laws.




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2.1.5.
    
    Conflict of InterestTDK Members should avoid any situation that may involve or even appear to involve a
conflict between their personal interests and the interests of TDK Group. In
dealing with current or potential customer, suppliers, contractors or competitors,
TDK Members should act in the best interests of TDK Group, to the exclusion of any
personal advantage. Each TDK Member must make prompt and full disclosure in writing
to his or her supervisor or manager of any situation that may involve or even appear
to involve a potential conflict of interest including the following:
 (i)
    
    Ownership by an employee, or a family member, of a significant
interest in any outside enterprise which does or seeks to do business with TDK
Group, or is a competitor of TDK Group;(ii)
    
    Serving as a director, officer, partner, consultant or any
other key role in any outside enterprise that does or seeks to do business with
TDK Group, or is a competitor of TDK Group;(iii)
    
    Acting as a broker, finder or other intermediary for the
benefit of a third party in transactions involving TDK Group or its interests;
or(iv)
    
    Any other arrangement or circumstance, including family or
other personal relationships, which might dissuade the employee from acting in
the best interests of TDK Group.
 2.1.6.
    
    ConfidentialityNonpublic information regarding TDK Group or its business, employees, customers and
suppliers is confidential. TDK Members are trusted with confidential information
and are expected only to use such confidential information for the intended business
purpose of TDK Group. TDK Members shall not to share confidential information with
anyone outside of TDK Group, including family and friends, or with other TDK Members
who do not need the information to carry out their duties. Each TDK Member may be
required to sign a specific confidentiality agreement in the course of his or her
employment at TDK Group. Each TDK Members obligation to keep all information
confidential shall continue even if his or her employment with TDK Group ends.The following is a non-exclusive list of confidential information:
 (i)
    
    material, non-public financial information regarding the TDK
Group;(ii)
    
    trade secrets, which include any business or technical
information, such as a program, method, technique, compilation or information
that is valuable because it is not generally known;(iii)
    
    all rights to any invention or process developed by an
employee using TDK Groups facilities or trade secrets, resulting from any work
for




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TDK Group, or relating to TDK Groups business, is considered to be
work-for-hire under the applicable copyright laws or similar laws
concerning intellectual property rights, and belongs to TDK Group; and(iv)
    
    proprietary information such as customer lists.All public and media communications involving TDK Group must have prior clearance by
the senior management of the relevant member organization of TDK Group.
 2.1.7
    
    Business Opportunities of TDK GroupUsing confidential information about TDK Group or its business, TDK Members,
customers or suppliers for personal benefit or disclosing such information to others
outside your normal duties is prohibited.TDK Members are prohibited from:
 (i)
    
    personally benefiting from opportunities that are discovered
through the use of TDK Groups property, or through their contacts, information
or position with TDK Group;(ii)
    
    accepting employment or engaging in a business (including
consulting or similar arrangements) that may conflict with the performance of
his or her duties for TDK Group or TDK Groups business interest;(iii)
    
    soliciting, demanding, accepting or agreeing to accept
anything of value from any person in conjunction with the performance of his or
her employment or duties for TDK Group; or(iv)
    
    acting on behalf of TDK Group in any transaction in which he or
she, or any member of his or her immediate family, has a significant direct or
indirect financial interest.
 2.1.8
    
    Fair DealingEach TDK Member shall undertake to deal fairly with TDK Groups customers,
suppliers, competitors and employees. Additionally, no TDK Member should take
advantage of another through manipulation, concealment, abuse or privileged
information, misrepresentation of material facts or any other unfair business
practices.At or prior to their hiring date, TDK Members must disclose the existence of any
employment agreement, non-compete or non-solicitation agreement, confidentiality
agreement or similar agreement with a former employer that in any way restricts or
prohibits their performance of any duties or responsibilities of their positions
with TDK Group. Copies of such agreement should be provided to an appropriate
supervising personnel of the relevant member organization of TDK Group to permit
evaluation of the agreement in




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light of the employees position. In no event shall any of TDK Members use any
trade secrets, proprietary information or other similar property, acquired in the
course of his or her employment with another employer, in the performance of his or
her duties for or on behalf of TDK Group.2.1.9
    
    Protection and Proper Use of TDK Groups AssetsTDK Members shall protect the TDK Groups property and assets and ensure their
proper use. Theft, carelessness and waste can directly impact the TDK Groups
profitability, reputation and success. Permitting the TDK Groups property
(including data transmitted or stored electronically and computer resources) to be
damaged, lost or used in an unauthorized manner is strictly prohibited. TDK Members
may not use official stationery for personal purposes.
 2.2
    
    TDK Group and Employees
 2.2.1
    
    Respect for each employees personality and individualityTDK Group respects each employees personality and individuality, and continues to
improve its human resources systems and work conditions to assure fairness and
reasonableness to all employees. TDK Group evaluates its employees in a fair and
objective manner based on their performance. TDK Group supports its employees by
keeping the principle of equal opportunities to all so that the professionalism
and creativeness may be facilitated among employees.2.2.2
    
    Respect for privacyTDK Group respects each of its employees privacy and shall properly manage the
personal information of the employees with utmost care and prudence.2.2.3
    
    Respect for human rightsThe TDK Group respects the human rights of its employees and will not illegally or
unjustly discriminate among its employees in respect of employment, compensation,
opportunities to participate in training sessions, advancement opportunities or any
other similar matters based on race, beliefs, gender, religion, nationality, age,
marital status, disability or sexual orientation. The TDK Group will not tolerate
any conduct that is insulting or degrading to others, including corporal punishment,
psychological or physical abuse, violent or lewd language or sexual harassment.Under no circumstances shall any member of the TDK Group make use of forced labor or
employ child labor in violation of any applicable law, rule, regulation, order or
restriction of any country or region in which a member of the TDK Group conducts
business.




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2.2.4
    
    Working conditionsTDK Group members shall operate in full compliance with all applicable laws, rules
and regulations prescribing minimum wage, working hours and other working
conditions.2.2.5
    
    Maintenance of safe, healthy and comfortable work environmentTDK Group considers ensuring safe, healthy and comfortable work environment as its
first priority and to that end, TDK Group shall abide by all relevant and applicable
laws and regulations, enhance internal safety control and prepare safety manuals for
the employees.
 (i)
    
    Eradication of labor accidentsMaintaining safety and health of employees is one of the essential parts of
business operation. In order to prevent any labor-related accidents, TDK
Group strictly complies with all applicable and relevant laws and
regulations, and also with internal company rules and regulations concerning
safety of work place established and adopted by each member organization of
TDK Group. It is also important to regularly hold safety-training sessions
by which employees are systematically trained to detect potential problems
and eliminate such potential problems prior to the happening of accidents.(iii)
    
    Environmental protection and disaster preventionCompliance with applicable environmental laws is a social duty of any
corporation. TDK Group shall make use of internal company policies
concerning environmental protection, established and adopted by each member
organization of TDK Group, in order to assure that environment of the
community in which each member organization of TDK Group conducts its
business will be properly protected. Each TDK Member is expected to fully
understand and use internal company manuals or guidebook for crisis
management, established and adopted by each member organization of TDK
Group, (i) to prevent disastrous events or accidents that may be fatal to
the interest or repute of TDK Group and (ii) once such serious event occurs,
to minimize and control the damage.
 2.3
    
    TDK Group and Society
 2.3.1
    
    Compliance with applicable laws and regulationsTDK Group shall abide by the applicable laws, regulations, social norms and rules of
society in the course of conducting its business. TDK Members should be fully aware
of the importance and meaning of the applicable laws and regulations and must act
lawfully under any circumstances. TDK Group shall pay special attention to certain
laws, compliance of which is highly demanded by the society. Such laws include:




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(i)
    
    Foreign Exchange and Foreign Trade Control LawTDK Members who are involved in exporting and importing activities shall
fully understand and act in accordance with internal company rules or
guidelines concerning trade control, established and adopted by each member
organization of TDK Group, and shall perform ones duty in compliance with
the applicable foreign exchange or trade control laws.(ii)
    
    Securities and Exchange LawTDK Members shall comply with the applicable insider trading laws or
regulations and internal company rules or guidelines concerning insider
trading prevention, established and adopted by each member organization of
TDK Group. No TDK Member shall buy, sell, trade or otherwise participate in
transaction involving the securities of member organizations of TDK Group
which are public while in possession of material information concerning TDK
Group gained through his or her employment at TDK Group that has not been
released to the general public. No TDK Member shall also buy, sell trade or
otherwise participate in transaction involving the securities of any other
public company while in possession of similar non-public material
information concerning such company gained directly from insiders of the
public company.(iii)
    
    Law Banning BriberyTDK Members shall not offer or provide any illegal or unfair benefit to any
person in connection with work performance by domestic or foreign
governmental employees.
 2.3.2
    
    Disclosure of informationTDK Group maintains its fairness and transparency in virtue of timely and accurate
disclosure of certain information that is demanded by the general public, except
confidential information. TDK Group shall make efforts to identify types of
information that are demanded by each group of customers, suppliers, employees,
shareholders or investors. TDK Group shall attempt to respond to any inquiries
through the Public Relations, General Affairs, Sales & Marketing, Procurement and
other related divisions in a fair and sincere manner.2.3.3
    
    Protection of the global environmentTDK Group recognizes that one of its important social duties is to contribute to
protecting the global environmental conditions through its business activities. TDK
Group shall, therefore, abide by the all applicable environmental laws and
regulations, and make its best efforts to assure that its business, products or
services will not adversely affect the global environment




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in any way. TDK Group shall continue its efforts in energy-saving, waste-reduction,
efficient recycling and development of environment-friendly technologies and
products. TDK Group shall also continue to be involved in the following activities:
 (i)
    
    Development of environment-friendly products;(ii)
    
    Energy saving, waste reduction and recycling at all TDK Groups
facilities and offices;(iii)
    
    Active disclosure of information or updates regarding
environment protection to TDK Members and outsiders; and(iv)
    
    Internal training of the employees on environment protection issues.
 2.3.4
    
    Contribution to society and the communityTDK Group shall maintain close and harmonious relationships with the communities
where member organizations of TDK Group are located. TDK Group shall always seek to
be a good corporate citizen through such contributions to the communities as
providing assistance in sports, culture and art areas.




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2.4
    
    Supplementary Provisions
 
 In light of the importance of responsibilities vested in directors, executive officers,
senior financial and accounting officers, financial and accounting managers and corporate
auditors of TDK Group (each of them, a Management Member), they are required to observe
and comply with the following special duties, in addition to the duties enumerated in the
TDK Code of Ethics applicable to TDK Members.
 1.
    
    Each Management Member shall act with honesty and integrity in carrying out
his/her respective responsibilities and endeavor to avoid any conduct that causes or
threatens to cause a conflict of interest, whether such conduct is within the course of
the performance of his/her duties at TDK Group or otherwise.2.
    
    Each Management Member shall endeavor to obtain, on a timely basis, all
relevant and material information regarding the operation and finances of TDK Group
within his/her scope of authority and report such information accurately, completely
and objectively, and in an easily understandable form, to other responsible persons.3.
    
    Each Management Member shall comply with all applicable laws, rules and
regulations issued by any relevant national, state, provincial, local or private
governmental or regulatory authorities.4.
    
    No Management Member shall distort material facts or information or compromise
his/her own independent judgment in the conduct of his/her duties for TDK Group. He/she
shall carry out his/her duties with the due care and diligence required of a reasonable
manager in the same position and situation, while at all times being conscious of
his/her own ability and responsibility.5.
    
    Each Management Member shall strictly observe the confidentiality of the
information acquired in the course of his/her performance of duties except when its
disclosure is authorized or legally required. Confidential information acquired in the
course of the performance of his/her duties shall in no instance be used for personal
advantage or gain.6.
    
    Each Management Member shall at all times endeavor to improve the abilities and
skills required for the performance of his/her duties. Each Management Member shall
share with other responsible persons any relevant information that comes into his/her
possession.7.
    
    Each Management Member shall take initiative in stressing to his/her colleagues
and subordinates the importance of the corporate ethical principles of TDK Group, and
conduct his/her business duties with full consciousness of the importance of such
principles.




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8.
    
    Each Management Member shall administer all corporate assets and other
management resources under his/her scope of authority and fully and responsibly utilize
these assets and resources pursuant to the authority granted by and for the benefit of
TDK Group.9.
    
    Each Management Member shall promptly report any actual or suspected violations
of the TDK Code of Ethics to the TDK Business Ethics & CSR Committee, the Ethics
Conference, or the Consultation Office.10.
    
    Each Management Member will be held accountable for his or her adherence to the
TDK Code of Ethics. The failure of any Management Member to comply with the TDK Code of
Ethics may result in disciplinary action. Violations of the TDK Code of Ethics may also
constitute violations of law and may result in civil, administrative or criminal
responsibilities of the Management Members and/or TDK Group.




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3.1
    
    PurposeThis Program has been established for the
purpose of maintaining the TDK Code of
Ethics valid and effective. This Program
shall provide procedural rules for
observance of the Philosophy and the
Standards.3.2
    
    FunctionsFor the purpose of executing the TDK Code
of Ethics, two new functions, the TDK
Business Ethics & CSR Committee and the
Consultation Office, have been
established in TDK Group. Each of these
functions shall act independently of each
other to maintain their objectivity,
neutrality and impartiality. Each function
shall promptly exchange information to each
other to quickly resolve problems relating
to the TDK Code of Ethics.3.3
    
    TDK Business Ethics & CSR Committee
 3.3.1
    
    Organization(i)
    
    Nomination of ChairpersonThe TDK Business Ethics & CSR Committee shall fall within the direct control of the
board of directors of TDK and the board of directors shall nominate Chairperson of
the committee.(ii)
    
    Committee membersChairperson shall appoint as committee members general managers for each of the
following departments within TDK: the Management Review & Support, the Finance &
Accounting, the Human Resources, the General Affairs and the Legal and Corporate
Communications.(iii)
    
    Establishment of branches and nomination of branch managersChairperson shall, if necessary, establish branches of TDK Business Ethics & CSR
Committee, and nominate managers for each branch.(iv)
    
    Ethics conferenceEach branch manager shall establish an ethics conference which shall deals with
corporate ethical issues within each branch.(v)
    
    Administration officeAdministration office shall be established in the Legal department of TDK.(vi)
    
    Organization chart




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The latest updates on the organization and its members of the TDK Business Ethics &
CSR Committee are available on the TDK Business Ethics & CSR Committee Website.3.3.2
    
    Duties and Responsibilities(i)
    
    Education and enlightenmentThe TDK Business Ethics & CSR Committee and the ethics conference of each branch
(Ethics Conference) shall devote itself to educating and enlightening TDK Members
on the TDK Code of Ethics.(ii)
    
    Problem resolutionsOne of the duties of the TDK Business Ethics & CSR Committee and the Ethics
Conference is to resolve problems and issues related to the TDK Code of Ethics.
Depending on the nature of problem, either the TDK Business Ethics & CSR Committee
or the Ethics Conference, or both, shall act in a cooperative manner to resolve such
problems or issues.(iii)
    
    InvestigationsIn order to resolve a problem relating to the TDK Code of Ethics, the TDK Business
Ethics & CSR Committee and the Ethics Conference may conduct an investigation if
they determine it to be necessary, or may request a relevant organization to conduct
such investigation.(iv)
    
    Duty of confidentiality and protection of consultor (*1)The TDK Business Ethics & CSR Committee and the Ethics Conference shall have the
duty of confidentiality concerning the information that has been revealed to them
through the operation of the TDK Code of Ethics. The TDK Business Ethics & CSR
Committee and the Ethics Conference must protect the consultor in such a manner that
the consultor will not receive any unjust treatment or disadvantage due to his or
her act of consulting.(v)
    
    Proposal of corrective measuresIn the event that a material violation by TDK Members of the law, regulation, the
TDK Code of Ethics, the articles of incorporation of TDK Group or other internal
company rules becomes apparent, the TDK Business Ethics & CSR Committee and the
Ethics Conference must hold a meeting to discuss corrective measures and propose the
corrective measures to each of the relevant member organization of TDK Group.(vi)
    
    Report on the corrective measuresChairperson or the branch manager shall have the right to give general managers of
the relevant member organization of TDK Group instructions that




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the proposed corrective measures should be taken immediately, pursuant to the
decision of the TDK Business Ethics & CSR Committee or the Ethics Conference.
Chairperson or the branch manager shall report to, or obtain approval from, the
board of directors of the relevant member organization of TDK Group regarding the
matters or issues that he or she reasonably believes are especially important.
Chairperson or the branch manager shall also instruct the general managers of the
relevant member organization of TDK to submit reports on the results of taking the
corrective measures.(vii)
    
    Evaluation and reportingThe TDK Business Ethics & CSR Committee shall evaluate and review from time to time
the content and operation of the TDK Code of Ethics. The TDK Business Ethics & CSR
Committee shall promptly inform branch managers of any decisions that the TDK
Business Ethics & CSR Committee makes.(viii)
    
    MeetingEach of the TDK Business Ethics & CSR Committee and the Ethics Conference shall hold
a meeting once per quarter or more if necessary.
 3.4
    
    Consultation Office
 3.4.1
    
    OrganizationTDK Group shall be divided into three regional groups for the purpose of enforcing
the TDK Code of Ethics. The Consultation Office shall be divided into three local
offices, each of which shall serve the respective local region. The latest updates
on the Consultation Office and its members are available on the TDK Business Ethics
& CSR Committee Website.3.4.2
    
    Duties and Responsibilities(i)
    
    Receipt of consultationsThe Consultation Office shall receive from TDK Members complaints, information,
problems, opinions, questions, requests, consultation concerning the TDK Code of
Ethics. The Consultation Office shall allow anonymous submission of such
complaints, information, problems, opinions, questions, requests or consultation and
shall not make any distinction in treatment between those anonymously-submitted
complaints, information, problems, opinions, questions, request or consultation and
ones submitted onymously.(ii)
    
    InvestigationThe Consultation Office shall examine the complaints, information, problems,
opinions, questions, requests, consultation and others that it receives from TDK
Members, regardless of whether they were submitted anonymously or onymously. The
Consultation Office shall have the right to conduct a necessary investigation, or to
request the TDK Business Ethical Committee or




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the relevant Ethics Conference to conduct such investigation, to identify proper and
suitable methods for resolving the problems or dealing with the complaints,
depending upon the particular circumstance involved. When the Consultation Office
makes an investigation, it shall promptly inform the TDK Business Ethics & CSR
Committee or the relevant Ethics Conference of the investigation result.(iii)
    
    Duty of confidentiality and priority of protection of consultorThe Consultation Office shall have the duty of confidentiality concerning the
information that has been revealed to it through the operation of the TDK Code of
Ethics. Priority shall be given by the Consultation Office to the protection of the
interest of consultor. When the Consultation Office determines it necessary, for the
purpose of resolving consultors problem, to disclose certain information that has
been revealed to it by the consultor, the Consultation Office shall act in
accordance with the will of the consultor.(iv)
    
    Replies by the Consultation OfficeWhere necessary, the Consultation Office shall inform a consultor, who has directed
complaints, information, problems, opinions, questions, requests and or consultation
to the Consultation Office, of results of investigations conducted by, and
countermeasures discussed by, the Consultation Office, the TDK Business Ethics & CSR
Committee, the Ethics Conference and/or other relevant member organization of TDK.(v)
    
    Retention of recordsThe Consultation Office, the TDK Business Ethics & CSR Committee and/or the Ethics
Conference shall retain records of all the complaints, information, problems,
opinions, questions, requests and/or consultation directed to them from TDK Members,
regardless of whether they were submitted anonymously or onymously, for a period of
three years.
 3.5
    
    Educating the TDK Code of EthicsFor the purpose of familiarizing TDK Members with the TDK Code of Ethics, the Human
Resources department of TDK and the relevant department of each member organization of TDK
Group shall establish training programs of the TDK Code of Ethics, and give regular
trainings to TDK Members.3.6
    
    Organization for Observing the TDK Code of Ethics
 3.6.1
    
    Placement on WebsiteThe TDK Code of Ethics shall be placed on the TDK Business Ethics & CSR Committee
Web, so that TDK Members may refer to it at any time. The Administration Office in
the Legal department within TDK shall be responsible for maintaining the TDK
Business Ethics & CSR Committee Website with the help of its Information Systems
department.




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3.6.2
    
    Consultation and othersHelp Line (e-mail) shall be set up on the TDK Business Ethics & CSR Committee
Website. The purpose of the Help Line (e-mail) is to enable TDK Members to send in
electronic form complaints, information, problems, opinions, questions, requests,
consultations or concerns to the Consultation Office, mentioned in 3.4 above.3.6.3
    
    Consultation OfficesThe following Consultation Offices shall be established:
 (i)
    
    Japan and Asia-Pacific RegionCorporate Auditors Office of TDK(ii)
    
    Americas RegionCCO (Corporate Compliance Officers) appointed by TUC(iii)
    
    European RegionLegal departments at TEE and TRE (including in house counsels)
 3.7
    
    Duty to Report to the Board of Directors and to the Board of Corporate AuditorsThe TDK Business Ethics & CSR Committee shall have the duty to report on the execution and
operation of the TDK Code of Ethics to the board of directors and to the board of corporate
auditors of TDK in the beginning of every quarter term.3.8
    
    Corrections and preventive actionsWhen any actual or suspected deviation from the TDK Code of Ethics, internal company rules,
guidelines or manuals within TDK Group is reported, senior or managing personnel responsible
for the relevant department of the member organization of TDK, or the member organization
itself, must investigate causes for such deviation and take preventive actions, including
improvement of the management system within the relevant member organization of TDK Group.3.9
    
    Reporting of Illegal or Unethical BehaviorTDK Group requires TDK Members to talk to supervisors, managers or the Consultation Office
to report and discuss any known or suspected criminal activity involving TDK Group or TDK
Members. If, during the course of his or her employment, TDK Member become aware of any
suspicious activity or behavior, including concerns regarding questionable accounting or
auditing matters, he or her must report such suspicious activity or behavior to supervisors,
managers or the Consultation Office.




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Reporting the suspicious or known criminal activity will not subject the reporting TDK
Member to discipline absent a knowingly false report. Any TDK Member who, in good faith,
reports a violation or possible violation of the Code of Ethics or the underlying corporate
policy is protected against retaliatory behavior. No TDK Member shall be fired, demoted,
suspended, harassed or discriminated against based on the fact that the TDK Member lawfully
provided information to, or otherwise assisted or participated in, any investigation or
proceeding by a governmental regulatory or law enforcement agency, any member of the
governmental legislative body or the TDK Members manager, relating to what the TDK Member

reasonably believes is a violation of the securities laws or an act of fraud. All reports
made by TDK Members will be treated confidentially.3.10
    
    Violations of the TDK Code of Ethics
 3.10.1
    
    Violations of the TDK Code of EthicsViolation of the TDK Code of Ethics may result in a disciplinary action in
accordance with the work rules of the relevant member organization of TDK Group (or,
collective agreement or other employment contract).3.10.2
    
    Voluntary notification of violationsA violator who voluntarily notifies of his or her violation of the TDK Code of
Ethics to the Consultation Office shall be favorably considered and such voluntary
notification may be considered as a mitigating factor in a subsequent disciplinary
action.
 3.11
    
    Revocation and Amendment of Provisions of the TDK Code of Ethics
 3.11.1
    
    Procedures for revocation and amendmentThe TDK Business Ethics & CSR Committee may discuss revoking or amending certain
provisions of the TDK Code of Ethics and propose such revocation or amendment to the
board of directors of TDK. The board of directors shall have the right to final
decision regarding such proposed revocation or amendment of the TDK Code of Ethics.3.11.2
    
    Record of amendments
 Adopted:
    
    April 23, 2002Amended:
    
    September 26, 2002
    
    Program addedAmended:
    
    July 1, 2003
    
    Code of ethics applicable to all senior
financial officers, members of the board
and executive officers of TDK added.Amended:
    
    June 29, 2004
    
    New provisions added.Amended:
    
    May 25, 2005
    
    Working conditions, Name change etc.




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