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EXHIBIT 11.1 TDK Code of Ethics Amended: June 29, 2004 1 / 22




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Foreword TDK Corporation (TDK) has established a corporate code of ethics (TDK Code
of Ethics). The TDK Code of Ethics provides the standards and guidelines for
compliance with all laws, regulations and social norms, to be followed by all
directors, officers, employees and corporate auditors of TDK and its
consolidated subsidiaries (collectively TDK Group) in the conduct of the TDK
business. The TDK Code of Ethics consists of the following three elements:  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. Creation, revocation and/or amendment of the TDK Code of Ethics shall be
subject to review and approval of the board of directors of TDK. Violations of
the Code may result in a disciplinary action in accordance with applicable laws
and regulations, the internal company work rules and/or other applicable
company rules, depending upon the particular circumstances involved. For the purpose of observance of the TDK Code of Ethics, each member
organization of TDK Group will:  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 Committee (TDK
Business Ethics 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. 2 / 22




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Table of Contents  Chapter 1
    
    Corporate Ethical PhilosophyChapter 2
    
    Corporate Standards of Business Conduct2.1
    
    Business Activities  2.1.1
    
    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 assets  2.2
    
    TDK Group and Employees  2.2.1
    
    Respect for the personality and individuality of each employee2.2.2
    
    Respect for the privacy2.2.3
    
    Respect for the human rights and prohibition of
discriminatory treatment2.2.4
    
    Maintenance of safe, healthy and comfortable work environment  2.3
    
    TDK Group and Society  2.3.1
    
    Observance of laws and regulations2.3.2
    
    Disclosure of information2.3.3
    
    Protection of the global environment2.3.4
    
    Contribution to society and the community  2.4
    
    Supplemental ProvisionsCode of Ethics Applicable to All Senior Financial Officers, Members
of the Board and Executive Officers of TDK Group  Chapter 3
    
    Program of the TDK Code of Ethics3.1
    
    Purpose3.2
    
    Functions3.3
    
    Business Ethics Committee of TDK3.4
    
    Consultation Office3.5
    
    Educating the TDK Code of Ethics3.6
    
    Organization for observing the TDK Code of Ethics 3 / 22




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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 4 / 22




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Chapter 1
Corporate Ethical Philosophy TDK has a corporate motto, Contribute to culture and society through
creativity. This corporate motto is recognized as the fundamental spirit of
TDK Group and TDK Members should act in accordance with the motto. TDK also has
corporate principles: Vision, Courage and Trust. 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.
 In the process of conducting the TDK business, TDK Members are expected to
follow the corporate motto and respect the corporate principles. TDK Members
are also expected to actively increase an awareness of, and facilitate common
understanding of, the importance and meaning of the TDK Code of Ethics.  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. 5 / 22




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Chapter 2
Corporate Standards of Business Conduct The Standards provides guiding principles and concrete rules to be followed by
TDK Members in the course of conducting the TDK business.  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 6 / 22




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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 7 / 22




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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. 8 / 22




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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 9 / 22




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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 10 / 22




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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 Assets  TDK 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 rights and prohibition of discriminatory
treatmentTDK Group respects human rights of its employees and shall assure
that the work environment is free from discrimination and/or
harassment based on gender, race, religion, or nationality, age,
marital status, disability, sexual orientation.2.2.4
    
    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 accidents 11 / 22




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Maintaining 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:  (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 12 / 22




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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 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. 13 / 22




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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. 14 / 22




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2.4
    
    Supplementary Provisions Code of Ethics Applicable to All Senior Financial Officers,
Members of the Board and Executive Officers of TDK Group  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. 15 / 22




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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 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. 16 / 22




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Chapter 3
Program of the TDK Code of Ethics  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 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 Committee  3.3.1
    
    Organization  (i)
    
    Nomination of ChairpersonThe TDK Business Ethics 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 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 17 / 22




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The latest updates on the organization and its members of the TDK
Business Ethics Committee are available on the TDK Business Ethics
Committee Website.3.3.2
    
    Duties and Responsibilities(i)
    
    Education and enlightenmentThe TDK Business Ethics 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 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 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 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 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 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 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 18 / 22




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the proposed corrective measures should be taken immediately,
pursuant to the decision of the TDK Business Ethics 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 Committee shall evaluate and review from
time to time the content and operation of the TDK Code of Ethics.
The TDK Business Ethics Committee shall promptly inform branch
managers of any decisions that the TDK Business Ethics Committee
makes.(viii)
    
    MeetingEach of the TDK Business Ethics 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 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 anonymously.(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 19 / 22




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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
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
Committee, the Ethics Conference and/or other relevant member
organization of TDK.(v)
    
    Retention of recordsThe Consultation Office, the TDK Business Ethics 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
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 Committee
Website with the help of its Information Systems department. 20 / 22




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3.6.2
    
    Consultation and othersHelp Line (e-mail) shall be set up on the TDK Business Ethics
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 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 half 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. 21 / 22




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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 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.
 (*1) The word consultor is used in this Program for meaning collectively the
person who requires the consultation, or wishes explanation, replies to
questions or any information in conjunction with the TDK Code of Ethics. 22 / 22