This Chapter discusses the TDK Group’s basic rationale behind the conduct of the TDK Group and its members. Although this is basic and the meaning is therefore obvious, we recommend reflecting on our conduct and examining ourselves based on this rationale. If there are any ethics issues that you face, directly or indirectly, courage and action to resolve them will lead to the creation of a better corporate culture. We ask that ethics issues not be left unresolved.
The products and services the TDK Group provides are the foundation of the TDK Group. In order to assure this foundation, the TDK Group shall make every effort to reinforce and improve its manufacturing technology and product development, and create new value. It should be noted that excellent products and services require that they are of high quality, and not harmful in any way to human life, health or property. The TDK Group has made its best efforts to achieve this goal.
For the purpose of contributing to the resolution of social issues, TDK Members shall strive to apply the Corporate Motto (“Contribute to culture and industry through creativity”) by producing, and providing to society, creative products/services.
TDK Members must always pay close attention to market evolution and be sensitive to the diverse/complicated/ sophisticated needs of consumers/customers. In addition, for the purpose of the sustainable development of society, etc., respective TDK Members must assess the needs of society from medium- and long-term perspectives. Since the products of the TDK Group (“TDK Products”) are used for a wide range of purposes, it is necessary for all TDK Members to establish medium- and long-term relationships of trust with consumers, customers and other business partners. This is essential for the existence of the TDK Group and is achieved by properly and accurately responding to the customers’ needs. In particular, in light of growing interest in the limited nature of resources/ energy and issues on climate change, the TDK Group shall strive to develop and provide environmentally-friendly products/ services which may promote energy saving, conservation of natural resources, and biological diversity.
It is imperative that the safety of all TDK Products be constantly checked at each and every stage of manufacture and sale (i.e., research and development, design, manufacture and sale) in order to avoid accidents and injuries arising from defective products (e.g., damage to life, person or property of users).
TDK Members shall, in a thorough manner, comply with relevant laws and regulations concerning the safety of products, and official guidelines, if any, and shall emphasize product quality and safety.When an accident occurs due to a defective TDK Product, steps for damage control must be immediately taken. If the circumstances warrant, the TDK Product that caused the accident should be recalled and related information should be promptly disseminated to the users and the consumers of the TDK Product. It is the TDK Group’s belief that a 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 that duty.
When a 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, the 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 the TDK Group.
The TDK Group shall prohibit the giving and acceptance of entertainment/gifts/money that are aimed at obtaining/maintaining improper benefits and preferential treatment in domestic and foreign business transactions. TDK Members are required to exercise good judgment and take sensible action to avoid any misinterpretations and negative effects on the reputation of the TDK Group or other TDK Members. Furthermore, TDK Members shall also maintain sound and normal relationships with political bodies and governmental agencies.
TDK Members shall comply with applicable laws and regulations/socially acceptable norms when providing any entertainment and gifts, and shall not give any benefits in contravention of such laws and norms. TDK Members are strictly prohibited from giving customers private/arbitrary rebates, commissions and other forms of unjust benefits.
At the time of selecting suppliers, TDK Members shall make a policy regarding the conduct of transactions available both internally and externally and shall base such selection on rational criteria, so that fairness and transparency are secured. In conducting transactions (including contracting and outsourcing),
TDK Members shall take an interest in suppliers’ compliance with laws and regulations, product quality/safety, environmental preservation, information security, fair trade/ethics, health and safety, human rights/labor conditions, as well as economic rationality, and shall thereby strive to discharge their own social responsibilities. Furthermore, TDK Members shall not abuse their positions in transactional relationships with suppliers. TDK Members shall comply with applicable laws and regulations/ socially acceptable norms when accepting any entertainment and gifts, and shall not receive any benefits in contravention of such laws and norms. When a TDK Member receives any offer for such benefits, he or she must reject it or, if he or she has accepted, return the benefits in a timely manner.
It is the TDK Group’s basic policy to participate in fair, transparent and free competition and to carry out appropriate corporate activities in compliance with the competition laws in each country. In addition, in pursuing profits in the course of carrying out corporate activities, TDK Members shall always seek to conduct themselves with integrity and corporate ethics in mind.
Intellectual property rights are the rights given to creations and inventions made from intellectual activities. Examples of intellectual property rights include patent rights, utility model rights, design rights, trademark rights, copyrights, as well as any confidential information including know-how, and technology/business secrets that are kept by each company as confidential information. For industrial companies, intellectual property rights are the source of income and profits, and, thus, intellectual property rights deserve vigorous protection on a worldwide level. TDK Members must facilitate the creativity and the protection of intellectual property rights of the TDK Group, and must also be careful not to infringe upon the intellectual property rights of others.
The TDK Group shall actively develop and provide new products/services and contribute to the development of society, by establishing, accumulating and utilizing intellectual property rights. In addition, in light of the fact that protection of intellectual property rights is the source of corporate competitiveness, the TDK Group shall take measures to ensure sufficient legal protection of any intellectual property.
If confidential information belonging to the TDK Group is leaked to outsiders, the interests and reputation of the TDK Group may be damaged. Confidential information may be transmitted and communicated by means of electronic medium, product medium, oral communication or written form. In order to achieve proper management and maintenance of the confidential information of the TDK Group, it is important to clearly identify information that is to be treated as confidential information. TDK Members shall handle confidential information of the TDK Group in accordance with internal company rules concerning trade secrets established and adopted by each member organization.
The TDK Group respects the intellectual property rights of third parties. TDK Members are prohibited from using any confidential information that is unlawfully obtained.
TDK Members should avoid any situations that may involve or even appear to involve conflicts between their personal interests and the interests of the TDK Group. In addition, in dealing with current or potential customers, suppliers, contractors or competitors, TDK Members should exclude 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 with the interests of the TDK Group.
TDK Members shall not use confidential information about the TDK Group or its business, TDK Members, customers or suppliers for any personal purpose and shall manage such information in compliance with applicable laws and regulations. In addition, TDK Members are prohibited from disclosing such information to others outside their normal duties.
TDK Members are prohibited from:
Personally benefiting from opportunities that are discovered through the use of the TDK Group’s property, or through their contacts, information or position within the TDK Group;
Accepting employment or engaging in business (including investment, consulting or similar arrangements) that may conflict with the performance of their duties for the TDK Group or the business interests of the TDK Group;
Soliciting, demanding, accepting or agreeing to accept anything of value that does not belong to the TDK Group from any person in conjunction with the performance of his or her employment or duties for the TDK Group; and
Acting on behalf of the TDK Group in any transaction in which they, or any member of their family, has a significant direct or indirect financial interest.
TDK Members shall undertake to deal fairly with the TDK Group’s customers, suppliers, competitors and employees. Additionally, no TDK Member should take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair business practices.
Prospective TDK Members must disclose the existence of, and submit copies of, any agreements imposing restrictions upon them before they join TDK (including employment agreements, non-compete or non-solicitation agreements, confidentiality agreements or similar agreements with former employers). In no event shall any of TDK Members unjustly use any confidential information or property of any third party (including a former employer), in the performance of their duties for or on behalf of the TDK Group.
All TDK Members shall protect TDK Group tangible and intangible property and assets (including property and assets in the form of data that were transmitted or are stored electronically) and ensure their proper use. Theft, damage due to carelessness, and waste of such property and assets can directly impact the TDK Group’s profitability, reputation and success. Permitting the TDK Group’s property to be damaged, lost or used in an unauthorized manner is strictly prohibited.
Since the TDK brand is one of the most important management resources of the TDK Group, TDK Members shall endeavor to maintain and improve the value of such brand.
In addition, TDK Members must recognize the meaning of the TDK Corporate Mark, described by the TDK Group in the following way: “the geometrical design of the TDK Corporate Mark expresses the framework in which the magnetic materials TDK started out with and other materials as well as electronic components created from them are used in a variety of applications, and also expresses TDK’s determination to contribute to society by playing a key role in linking points in the electronics industry.”; and shall endeavor to perform corporate activities in line with such meaning of the TDK Corporate Mark.
TDK Members shall, in the course of conducting their business, promptly report not only good information but also any bad information to senior executives and other top management.
Considering human development is an important factor in the prosperity of its business, the TDK Group will develop a workforce with the following characteristics, for the purpose of implementing/realizing the corporate motto in the course of its corporate activities:
The TDK Group, which regards innovation as the key foundation for the sustained growth and competitiveness of its business, will develop and employ a workforce that thinks and acts independently for the purpose of continuously promoting such innovation.
The TDK Group shall respect each employee’s diversity, personality and individuality, and shall establish reasonable and fair systems for human affairs/treatment of employees and also provide reasonable and fair working conditions.
The TDK Group respects each of its employees’ privacy and shall properly manage the personal information of its employees with the utmost care and prudence.
The TDK Group respects the fundamental human rights of its employees and will ensure equal opportunities for all employees by avoiding direct or indirect discrimination among its employees in respect of employment, treatment (compensation, opportunities to participate in training sessions, advancement opportunities, etc.) or any other similar matters based on race, beliefs, gender, religion, nationality, ethnicity, age, marital status, disability, sexual orientation, or social status. In addition, 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. Furthermore, the TDK Group will strive to create a fair and lively workplace and will also take measures to prohibit unjust treatment and discrimination at its workplaces.
The TDK Group members shall operate in full compliance with international norms concerning human rights, in addition to all applicable laws, rules and regulations prescribing minimum wage, working hours and other working conditions. In addition, the TDK Group shall not use any form of child labor in violation of fundamental human rights, nor shall it force its employees to work against their will. The TDK Group shall also require its business partners to prohibit such child labor and forced labor. Furthermore, the TDK Group shall strive to build sound relationships with its employees and to resolve any issues that may arise, by holding direct discussions with such employees or with their representatives, in good faith.
The TDK Group considers ensuring a safe, healthy and comfortable work environment as its first priority in the process of any of its business activities.
Maintaining the safety and health of employees is one of the essential parts of business operation. In order to prevent any labor-related accidents, the TDK Group strictly complies with all applicable and relevant laws and regulations, and also with internal company rules and regulations concerning safety of the workplace established and adopted by each member organization of the TDK Group. It is also important to regularly hold safety-training sessions by which employees are systematically trained to detect potential problems and eliminate them prior to the occurrence of accidents.
Compliance with applicable environmental laws is a social duty of any corporation. The TDK Group shall make use of internal company policies concerning environmental protection, established and adopted by each member organization of the TDK Group, in order to assure that the environment of the community in which each member organization of the TDK Group operates is properly protected. Each TDK Member is expected to fully understand and use internal company manuals or guidebooks for crisis management, established and adopted by each member organization of the TDK Group: (i) to prevent disastrous events or accidents that may be fatal to the continuous existence or development of the TDK Group; and (ii) once such a serious event occurs, to minimize and control the damage.
The TDK Group shall abide by the applicable laws and regulations, social norms and rules of society in the course of conducting its business. TDK Members shall adapt to the trend of globalization of corporate activities and perform corporate activities in consideration of each culture and customs and the interests of stakeholders, and in compliance with the laws and regulations in each country/jurisdiction and with respect for a variety of international rules, including human rights.
The TDK Group maintains fairness and transparency by means of timely and accurate disclosure of certain information to its shareholders/investors and other stakeholders. In addition, the TDK Group shall actively and widely communicate with society, and its stakeholders including customers, business partners, employees, shareholders/investors, and local communities, and shall pay heed to their expectations and needs, and values and opinions that are different from those of the TDK Group, which shall, from time to time, be reflected in the TDK Group’s corporate activities.
Based on the recognition that it is the TDK Group’s responsibility to maintain global environmental conditions in a good state through its corporate activities, the TDK Group believes that the realization of a sustainable society is one of its important tasks to fulfill. The TDK Group shall, therefore, abide by all applicable environmental laws and regulations, and shall make its best efforts to assure that its corporate activities, products or services do not adversely affect the global environment in any way. The TDK Group shall strive to develop environmentally-friendly technologies and products, and shall also actively contribute to the creation of a low-carbon society on a global scale, implementation of a recycling-oriented society, protection of biological diversity, and the resolution of any other social issues.
The TDK Group shall maintain harmonious relationships with local communities, governmental agencies, industries, international organizations, any other stakeholders and also potential business partners. The TDK Group shall, based on its management principles, identify important social issues that should be addressed and always seek to be “a good corporate citizen” by contributing to society, including activities in sport, culture and art, and volunteer activities.
In light of the importance of the responsibilities vested in directors, executive officers, senior financial and accounting officers and financial and accounting managers of the TDK Group (each of them, a “Management Member”), each Management Member is required to observe and comply with the following special duties, in addition to the duties enumerated in the TDK Code of Conduct applicable to TDK Members.
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 for the TDK Group or otherwise.
Each Management Member shall always report relevant information accurately, completely and objectively, and in an easily understandable form and on a timely basis, to other relevant persons.
Each Management Member shall comply with all applicable laws, regulations, and rules issued by private or public authorities.
No Management Member shall distort any material facts or information or compromise his/her own independent judgment in the conduct of his/her duties for the 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.
Each Management Member shall strictly observe the confidentiality of information acquired in the course of his/her performance of duties except when 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.
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 relevant persons any important and necessary information that comes into his/her possession.
Each Management Member shall take the initiative in stressing to his/her colleagues and subordinates the importance of the corporate ethical principles of the TDK Group, and conduct his/her business duties in full awareness of the importance of such principles.
Each Management Member shall administer all corporate assets and other management resources under his/her scope of authority and fully and responsibly utilize and maintain these assets and resources pursuant to his/her authority granted by and for the benefit of the TDK Group.
Each Management Member shall promptly report any actual or suspected violations of the TDK Code of Conduct to the TDK Business Ethics & CSR Committee, the Ethics Councils, or the Help Lines.
Each Management Member will be held accountable for his or her adherence to the TDK Code of Conduct. The failure of any Management Member to comply with the TDK Code of Conduct may result in disciplinary action. Violations of the TDK Code of Conduct may also constitute violations of law and may result in civil, administrative or criminal responsibility of the Management Members and/or the TDK Group.
