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TDK Corporation




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1.
    
    The Board of Corporate Auditors shall be composed of all of the Corporate Auditors.2.
    
    The Board of Corporate Auditors shall have a full-time Corporate Auditor and a chairman.
  1.
    
    The Board of Corporate Auditors shall be reported on important matters concerning audits, and
shall discuss and resolve these matters. That, however, shall not preclude each Corporate
Auditor from exercising his or her power.
  1.
    
    The Board of Corporate Auditors shall perform the duties set out below. However, the
determination set out in (3) below shall not preclude each Corporate Auditor from exercising
his or her power.
 (1)
    
    Preparation of audit reports.(2)
    
    Election and discharge of full-time Corporate Auditors.(3)
    
    Determination of audit policies, methods of investigating the state of the
Companys business and assets, and other matters relating to the
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performance of Corporate Auditors duties.
  1.
    
    The Board of Corporate Auditors shall, by its resolution, elect and/or discharge full-time
Corporate Auditors from among the Corporate Auditors.
  1.
    
    The Board of Corporate Auditors shall, by its resolution, elect a chairman from among the
Corporate Auditors.2.
    
    In addition to the duties set forth in Paragraph 1 of Article 8, the chairman of the Board of
Corporate Auditors shall perform the duties that are delegated by the Board of Corporate
Auditors. However, the chairman of the Board of Corporate Auditors shall not preclude each
Corporate Auditor from exercising his or her power.
  1.
    
    Meetings of the Board of Corporate Auditors shall be held regularly once a month in
principle. However, meetings may be held from time to time when necessary.
  1.
    
    The chairman of the Board of Corporate Auditors shall convene and preside over the meetings
of the Board of Corporate Auditors.2.
    
    Each Corporate Auditor is entitled to request the chairman to convene a meeting of the Board
of Corporate Auditors.3.
    
    If the chairman does not convene a meeting of the Board of Corporate Auditors despite a
request made under the preceding Paragraph, the Corporate Auditor who made the request shall
be entitled to convene and preside over the meeting.
  1.
    
    In order to convene a meeting of the Board of Corporate Auditors, a notice of convocation
shall be distributed to each Corporate Auditor at least three (3) days prior to the date of
the meeting. However, in case of urgent need, that period may be shortened.2.
    
    If unanimous consent of all Corporate Auditors is obtained, a meeting of the Board of
Corporate Auditors may be held without following the procedures for convocation.
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1.
    
    Resolutions of a meeting of the Board of Corporate Auditors shall be adopted by an
affirmative vote of a majority of all Corporate Auditors.2.
    
    Before adopting any resolution, Corporate Auditors shall conduct deliberations based on
sufficient materials.
  1.
    
    The Board of Corporate Auditors shall adopt audit policies, audit plans, allotment of audit
services, etc. by resolutions and report thereon to the Board of Directors.2.
    
    In addition to resolving the matters set out in the preceding Paragraph, the Board of
Corporate Auditors shall resolve matters it deems necessary for Corporate Auditors to perform
their duties such as creating budgets for audit expenses.3.
    
    The Board of Corporate Auditors shall adopt a resolution on the matters and systems set out
below, and request the Directors to establish such systems:
 (1)
    
    Matters relating to employees who are to assist the Corporate Auditors;(2)
    
    Matters relating to the independence of the employees from the Directors set
out in the preceding Item;(3)
    
    A reporting system for the Directors and the employees to Corporate Auditors,
and other reporting systems to Corporate Auditors; and(4)
    
    A system to ensure that Corporate Auditors audits are carried out effectively.
  1.
    
    The Board of Corporate Auditors shall hold meetings regularly with Representative Directors
and make efforts to develop a common understanding of the Company and its business with the
Representative Directors, by, for example, exchanging opinions in relation to the matters that
the Company faces, the environment in which Corporate Auditors operate, the important matters
on audits as well as making requests that it deems necessary.2.
    
    The Board of Corporate Auditors shall report to Representative Directors on audit policies,
audit plans as well as the progress and results of audits as appropriate.3.
    
    In addition to the matters stipulated by law, the Board of Corporate Auditors shall, upon
consultation with Directors, determine the matters on which Directors and employees should
report to the Board of Corporate Auditors pursuant to the system set out in Item (3),
Paragraph 3 of the preceding Article, and it shall be reported with such matters.
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1.
    
    Corporate Auditors shall report to the Board of Corporate Auditors on the status of their
duties on a regular basis, from time to time and whenever requested by the Board of Corporate
Auditors.2.
    
    Corporate Auditors who receive reports from an Accounting Auditor, Directors, employees of
the Internal Audit Division or any other relevant person shall report thereon to the Board of
Corporate Auditors.3.
    
    The Board of Corporate Auditors shall request reports from an Accounting Auditor, Directors,
and employees of the Internal Audit Division when necessary.4.
    
    When Corporate Auditors, an Accounting Auditor, Directors or employees of the Internal Audit
Division or any other relevant person notify all members of the Board of Corporate Auditors of
matters to be reported to the Board of Corporate Auditors pursuant to the preceding three (3)
Paragraphs, those matters shall not be required to be reported to the Board of Corporate
Auditors.
  1.
    
    If the Board of Corporate Auditors receives a report set out below, it shall conduct
necessary investigation and take appropriate measures according to the circumstances.
 (1)
    
    A report from Directors that a fact that might cause significant damage to the
Company has been discovered;(2)
    
    A report from an Accounting Auditor that a Director has acted improperly in
connection with the performance of his or her duties or that a material fact which may
constitute a breach of laws or regulations or the Articles of Incorporation has been
discovered; or(3)
    
    A report from either Directors or employees on matters stipulated in advance on
consultation with Directors.
  1.
    
    The Board of Corporate Auditors shall, after deliberation, prepare audit reports of the Board
of Corporate Auditors based on audit reports prepared by each Corporate Auditor.2.
    
    If the contents of the Board of Corporate Auditors audit report differ from the contents of
any Corporate Auditors audit report and that the relevant Corporate Auditor requests that the
contents of his or her audit report be attached to the audit report of the Board of Corporate
Auditors, then those contents shall be so attached.3.
    
    Each member of the Board of Corporate Auditors shall sign or affix his or her seal (or
electronic sign) on the Board of Corporate Auditors audit report. Full-time Corporate
Auditors and outside Corporate Auditors shall so indicate or record in the audit report.4.
    
    When the Company is to prepare extraordinary financial reports or consolidated financial
reports, the preceding three (3) Paragraphs shall apply mutatis mutandisto the preparation of
those reports.
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1.
    
    The following matters concerning the appointment of Corporate Auditors shall be resolved at a
meeting of the Board of Corporate Auditors:
 (1)
    
    Consent for submission of proposals concerning appointment of Corporate
Auditors to a general meeting of shareholders;(2)
    
    Request for deliberation on appointment of Corporate Auditors at a general
meeting of shareholders; and(3)
    
    Request for submission of proposals concerning appointment of Corporate
Auditors to a general meeting of shareholders.
 2.
    
    The preceding Paragraph shall apply mutatis mutandisto the appointment of substitute
Corporate Auditors to fill vacancies of Corporate Auditors.
  1.
    
    The Board of Corporate Auditors shall discuss the appropriateness of reappointing the then
appointed Accounting Auditor.2.
    
    The following matters concerning the appointment, discharge or reappointment of an Accounting
Auditor shall be resolved at a meeting of the Board of Corporate Auditors:
 (1)
    
    Consent for submission of proposals concerning appointment of an Accounting
Auditor to a general meeting of shareholders;(2)
    
    Consent for deliberation on discharge or non-reappointment of an Accounting
Auditor at a general meeting of shareholders;(3)
    
    Request for submission of proposals concerning appointment of an Accounting
Auditor to a general meeting of shareholders;(4)
    
    Request for deliberation on appointment, discharge or non-reappointment of an
Accounting Auditor at a general meeting of shareholders; and(5)
    
    Appointment of persons to temporarily perform the duties of an Accounting
Auditor in his or her absence.
 3.
    
    The consent of all Corporate Auditors to discharge an Accounting Auditor on statutory grounds
shall be obtained through deliberation at a meeting of the Board of Corporate Auditors. In
such case, a Corporate Auditor appointed by the Board of Corporate Auditors must report on the
discharge and the reasons therefor at the first general meeting of shareholders after such
discharge.4.
    
    The Board of Corporate Auditors shall, when adopting resolutions and deliberating matters as
set forth in the previous two Paragraphs, discuss fitness, independence and ethical issues of
an Accounting Auditor, as well as the matters specified in Section 1 of Article 340 of the
Company Law, and make determination as to the Accounting Auditors ability to perform
obligations and duties in a comprehensive manner.5.
    
    The consent set out in the preceding Paragraph may be obtained either by written
statement or electromagnetic record when urgently required.
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1.
    
    Consent to remuneration of an Accounting Auditor or person who temporarily performs the
duties of an Accounting Auditor shall be obtained by resolution at a meeting of the Board of
Corporate Auditors.
  1.
    
    The following consent of all Corporate Auditors shall be obtained through deliberation at a
meeting of the Board of Corporate Auditors:
 (1)
    
    Consent for submission of proposals concerning the partial exemption of
Directors from their liabilities to a general meeting of shareholders;(2)
    
    Consent for submission of proposals concerning amendments to the Articles of
Incorporation so as to enable the partial exemption of Directors from their liabilities
by a resolution of a meeting of the Board of Directors to a general meeting of
shareholders;(3)
    
    Consent for submission of proposals concerning the partial exemption of
Directors from their liabilities to a meeting of the Board of Directors in accordance
with the regulations of the Articles of Incorporation; and(4)
    
    Consent for submission of proposals concerning amendments to the Articles of
Incorporation so as to enable the execution of an agreement concerning the partial
exemption of outside Directors from their liabilities to a general meeting of
shareholders.
 2.
    
    The consent set out in the preceding Paragraph may be obtained either by written statement or
electromagnetic record when urgently required.
  1.
    
    The consent of all Corporate Auditors for the Company to provide auxiliary intervention for a
Director defendant in a shareholder class action may be obtained through deliberation at a
meeting of the Board of Corporate Auditors.2.
    
    The consent set out in the preceding Paragraph may be obtained either by written statement or
electromagnetic record when urgently required.
  1.
    
    Corporate Auditors may deliberate on the following matters in advance at a meeting of the
Board of Corporate Auditors when exercising their powers or performing their obligations:
 (1)
    
    Explanations to questions asked by a shareholder to a Corporate Auditor before
a general meeting of shareholders;(2)
    
    Report to the Board of Directors and request for convocation of a meeting of
the Board of Directors, etc;
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(3)
    
    Results of investigations concerning proposals or documents or other things to
be submitted to a general meeting of shareholders;(4)
    
    Request for suspension of the acts of Directors that are beyond the scope of
the Companys purpose or that breach any laws, ordinances, or the Articles of
Incorporation;(5)
    
    Statement of opinions on appointment, discharge, resignation and remuneration,
etc. of Corporate Auditors at a general meeting of shareholders;(6)
    
    Matters concerning lawsuits between the Company and Directors; and(7)
    
    Any other matters concerning bringing of lawsuits, etc.
  1.
    
    The amount of remuneration and other benefits that Corporate Auditors shall receive, unless
otherwise stipulated in the Articles of Incorporation, shall be determined by resolution at a
general meeting of shareholders.2.
    
    The amount of remuneration and other benefits that each Corporate Auditor shall receive,
unless otherwise stipulated in the Articles of Incorporation or resolved at a general meeting
of shareholders, shall be determined through deliberation among Corporate Auditors within the
resolution of a general meeting of shareholders set out in the preceding Paragraph.
  1.
    
    The Board of Corporate Auditors shall prepare minutes for each of its meetings, covering the
following matters and each Corporate Auditor present shall sign or affix his or her seal (or
electronic sign) to the minutes:
 (1)
    
    Place, date, and time of the meeting (including the method of attendance of any
Corporate Auditor, Director, or accounting auditor who was not at the location of the
meeting but who attended the meeting of the Board of Corporate Auditors);(2)
    
    Outline of the proceedings and the results thereof;(3)
    
    If a Corporate Auditor stated his or her opinion or made a statement at the
Board of Corporate Auditors meeting on any of the following matters, an outline of the
details of the opinion or statement:
 (a)
    
    A report from Directors that a fact that might cause
significant damage to the Company has been discovered; and(b)
    
    A report from an Accounting Auditor that a Director has acted
improperly in connection with the performance of his or her duties or a
material fact has been discovered such as a breach of the Articles of
Incorporation or a breach of laws or ordinances.
 (4)
    
    The name or trade name of Directors or an Accounting Auditor present at the
meeting; and(5)
    
    The name of the chairman of the meeting.
 2.
    
    If a report to the Board of Corporate Auditors is not required under Paragraph 4 of Article
13, the minutes to be prepared shall contain the following matters:
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(1)
    
    The contents of matters that do not need to be reported to the Board of
Corporate Auditors;(2)
    
    The day the report to the Board of Corporate Auditors was no longer required;
and(3)
    
    The name of the Corporate Auditor who performed his or her duties in
connection with preparing the minutes.
 3.
    
    The Company shall retain the minutes set out in the preceding two (2) Paragraphs at its head
office for ten (10) years.
  1.
    
    The employees who are to assist the Corporate Auditors in the Corporate Auditors performance
of their duties, including the staff of Corporate Auditors Office, shall take charge of duties
concerning the convocation of the meetings of the Board of Corporate Auditors, preparation of
the minutes and any other general matters concerning operation of the Board of Corporate
Auditors.
  1.
    
    In addition to being governed by laws, ordinances, the Articles of Incorporation and these
Regulations, matters concerning audits by the Board of Corporate Auditors and Corporate
Auditors shall be governed by the Corporate Auditors Auditing Standards which are established
by the Board of Corporate Auditors.
  1.
    
    Amendment and abolition of provisions of the Regulations shall be made by resolution of the
Board of Corporate Auditors.2.
    
    Revisions to the Regulations take effect as of the date and year first above written.
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