Commission File No. 1-08346
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June 2008
TDK CORPORATION
(Translation of registrants name into English)
13-1, Nihonbashi 1-chome, Chuo-ku, Tokyo 103-8272, Japan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Indicate by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______
TABLE OF CONTENTS
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3
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3
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3
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13
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14
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17
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20
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26
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26
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27
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27
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34
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42
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46
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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TDK Corporation
(Registrant)
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June 6, 2008
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BY:
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/s/ Isao Ishizaka
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Isao Ishizaka
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General Manager
General Affairs Department
Administration Group
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[Translation]
NOTICE OF CONVOCATION
OF
THE 112TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
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Notice
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This is a translation from Japanese of a notice distributed to shareholders in Japan. The
translation is prepared solely for the convenience of foreign shareholders. In the case of any
discrepancy between the translation and the Japanese original, the latter shall prevail.
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TDK Corporation
Tokyo, Japan
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[Translation]
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Securities Code No. 6762
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To: Shareholders
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June 6, 2008
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TDK Corporation
(the Company or TDK)
13-1, Nihonbashi 1-chome
Chuo-ku, Tokyo
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Hajime Sawabe
Chairman
& Representative Director
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NOTICE OF CONVOCATION OF
THE 112TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholder:
You are hereby notified that the 112th Ordinary General Meeting of Shareholders will be held
as stated below. You are respectfully requested to attend the meeting.
In the event that you are unable to attend the meeting, you may exercise your votes using
either of the methods described below. Please vote by 5:20 p.m. on June 26, 2008 (Thursday), after
carefully reading the attached Reference Document for Shareholders Meeting.
[Voting by Mail]
Please indicate your approval or disapproval of the proposals to be resolved on the voting form
enclosed herewith and return it to the Company by the abovementioned deadline.
[Voting via the Internet]
Please enter your approval or disapproval of the proposals to be resolved by the abovementioned
deadline .
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Particulars
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1.
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Date and Time:
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10:00 a.m. on June 27, 2008 (Friday)
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2.
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Place of the Meeting:
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Technical Center of the Company, 9th Floor
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15-7, Higashi-Ohwada 2-chome, Ichikawa-shi,
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Chiba Prefecture
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- 1 -
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3.
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Purposes of the Meeting:
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Matters to Be Reported
:
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1.
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Report on Business Report and
Consolidated Financial
Statements for the 112th
Business Year (from April 1,
2007 to March 31, 2008), and
Report on Audit Results of
Consolidated Financial
Statements for the 112th
Business Year by the Accounting
Auditor and the Board of
Company Auditors;
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2.
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Report on Non-Consolidated
Financial Statements for the
112th Business Year (from April
1, 2007 to March 31, 2008).
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Matters to Be Resolved
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First Item:
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Appropriation of Retained Earnings
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Second Item:
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Issuance of Stock Acquisition Rights as Stock Option Scheme for Stock
Compensation-Type Plan for Corporate Officers
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Third Item:
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Issuance of Stock Acquisition Rights as Stock Option Scheme for key
employees of the Company and for TDK Group directors and key
employees
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Fourth Item:
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Election of seven (7) Directors
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Fifth Item:
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Provision of Bonus to Directors as a Group
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Sixth Item:
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Presentation of Retirement Allowance to the Retiring Director
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4. Validity of Votes
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If you vote by both mail and the Internet, then the Internet vote will be counted as valid.
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If you vote multiple times via the Internet, your last vote will be counted as valid.
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5. Others
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(1)
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If you are attending the meeting, please kindly submit the voting form at the reception.
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(2)
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In the event there are amendments made to the Reference Document for Shareholders Meeting, Business Report,
Non-Consolidated Financial Statements, or Consolidated Financial Statements, such amendments may be found
at the Companys website (http://www.tdk.co.jp/).
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- End -
- 2 -
(Documents Attached to the Notice of Convocation
of the Ordinary General Meeting of Shareholders)
Attached Document (1)
BUSINESS REPORT
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(
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From: April 1, 2007
To: March 31, 2008
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)
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1. Business Conditions
(1) Business Conditions and Results of TDK Group
Looking at economic conditions worldwide during the past fiscal year, the U.S. economy saw consumer
spending and capital expenditures slow in the second half as a result of rising energy and material
prices and other factors. This happened at the same time as housing investment continued to plummet
due to a credit crunch. European economies, meanwhile, remained firm, underpinned by strong capital
expenditures and increasing consumer spending. In Asia, economic conditions were healthy due to
continued expansion, particularly in China. The Japanese economy, while seeing housing investment
drop in the wake of amendments to The Building Standard Law of Japan, was resilient during the past
fiscal year, thanks to increasing capital expenditures and exports. However, a rapid appreciation
in the value of the yen from the beginning of 2008 had a negative impact on exporters.
In the electronics market, which has a major bearing on the TDK Groups performance, fiscal 2008
saw a steady increase in production of flat-screen TVs, home game consoles, notebook PCs, HDDs, and
mobile phones. This growth, together with an increase in the number of electronic components in
finished products driven by their increasing sophistication and features, led to higher demand for
electronic components. The increasing use of electronics in automobiles also increased demand for
electronic components.
In this operating environment, the TDK Group responded to this increasing demand for electronic
components and stepped up efforts to prioritize businesses. Actions included boosting output of
multilayer ceramic chip capacitors and other products, making Densei-Lambda KK a wholly owned
subsidiary, purchasing assets from Alps Electric Co., Ltd., and acquiring a Thai-based manufacturer
of suspension assemblies for HDDs. TDK also transferred its TDK brand recording media sales
business.
Consolidated operating results were as follows:
(¥ in millions)
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FY2007
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FY2008
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YoY Change
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Net sales
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862,025
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866,285
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0.5
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%
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Operating income
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79,590
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87,175
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9.5
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%
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Income before income taxes
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88,665
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91,505
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3.2
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%
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Net income
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70,125
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71,461
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1.9
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%
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Basic net income per common share (¥)
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529.88
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551.72
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21.84
(increased)
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- 3 -
(2) Segment Information of TDK Group
TDKs businesses are broadly classified into two business segments: the electronic materials and
components segment and the recording media segment. The following is a summary of sales by segment.
Sales by product sector were as follows:
[Consolidated]
(¥ in millions)
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Segment and
Product Sector
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Share of
Sales (%)
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YoY
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Main Applications
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Amount
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Change
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(%)
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Electronic materials
and components
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818,115
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94.4
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7.8
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Electronic
materials
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AV, office, communications
and other types of
equipment; automobiles,
etc.
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200,101
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23.1
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0.4
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Electronic
devices
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AV, office, communications
and other types of
equipment; automobiles,
etc.
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209,089
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24.1
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5.5
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Recording
devices
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PCs and PC peripherals, etc.
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334,734
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38.6
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9.8
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Other electronic
components
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Office equipment,
communications equipment,
etc.
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74,191
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8.6
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31.2
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Recording media
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Entertainment, data
storage, professional
broadcasting, etc.
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48,170
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5.6
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-53.3
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Total
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866,285
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100.0
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0.5
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Incl. overseas sales
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714,172
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82.4
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3.4
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Note: Sales amounts, share of sales and year-on-year change are rounded to the nearest unit.
- 4 -
[I. Electronic Materials and Components Segment]
Segment net sales rose 7.8% from ¥758,821 million to ¥818,115 million (U.S.$8,181,150 thousand).
Electronic Materials
Sales in the electronic materials sector edged up 0.4% from ¥199,243 million to ¥200,101 million
(U.S.$2,001,010 thousand).
[Capacitors]
Sales increased slightly year on year, reflecting higher sales of multilayer ceramic chip
capacitors, the main product in the capacitors category, to the auto market and other sectors,
which outweighed lower sales for use in PCs and mobile phones.
[Ferrite cores and magnets]
Sales of ferrite cores and magnets rose year on year, as higher magnet sales countered lower
ferrite core sales.
A Electronic Devices
Sales in the electronic devices sector increased 5.5% from ¥198,199 million to ¥209,089 million
(U.S.$2,090,890 thousand).
[Inductive devices]
Sales of inductive devices increased year on year, mainly as a result of higher sales of power line
coils and signal line coils used in flat-screen TVs and of common-mode filters for the auto market.
[High-frequency components]
Sales of high-frequency components increased year on year, the result mainly of higher sales for PC
applications.
[Other products]
Sales of other products were down year on year, with sensor and actuator sales falling mainly due
to price declines and power supplies recording a slight drop due in part to the termination of some
products.
B Recording Devices
Sector sales increased 9.8% from ¥304,822 million to ¥334,734 million (U.S.$3,347,340 thousand).
[HDD heads]
Sales increased year on year, as HDD head sales volume increased on the back of higher unit
production of HDDs, which was driven by growth in demand for HDDs for use in PCs.
Another factor was the increasing storage capacity of HDDs.
[Other]
Category sales increased year on year, with lower other heads sales offset by the inclusion from
this fiscal term of the sales of a Thai-based manufacturer of suspension assemblies for HDDs, which
was consolidated in November 2007.
Other Electronic Components
Sector sales (including anechoic chambers, mechatronics (production equipment) and energy devices
(rechargeable batteries)) climbed 31.2% from ¥56,557 million to ¥74,191 million (U.S.$741,910
thousand), the result of higher anechoic chamber and energy device sales, and strong sales of new
products.
[II. Recording Media Segment]
Segment sales dropped 53.3% from ¥103,204 million to ¥48,170 million (U.S.$481,700 thousand). Sales
dropped sharply year on year due to the August 2007 transfer of the TDK brand recording media sales
business.
[Audiotapes and videotapes]
Sales of audiotapes and videotapes declined year on year, reflecting the effect of the sales
business transfer and falling demand amid an ongoing switch to digital data storage.
- 5 -
[Optical media]
There was a decline in optical media sales year on year, the result of lower sales of CD-Rs and
DVDs following the sales business transfer. On the other hand, sales of internally produced Blu-ray
Discs increased.
[Other products]
Sales of other products decreased year on year despite higher sales of LTO-standard* (Linear
Tape-Open) tape-based data storage media for computers on the back of rising demand. The main
reason for the overall fall in sales was lower sales of accessories and other products following
the sales business transfer.
*Linear Tape-Open, LTO, the LTO logo, Ultrium and the Ultrium Logo are trademarks of HP, IBM and
Quantum in the U.S. and other countries.
(3) Capital Expenditures and Fund Procurement of TDK Group
Consolidated capital expenditures were ¥84,312 million, the result of substantial investments in
fields TDK regards as strategically important for growth.
In the electronic materials and components segment, capital expenditures totaled ¥81,957 million.
The bulk of the capital expenditures were for improving facilities to develop and produce
next-generation HDD heads with higher areal density and for facilities to increase production and
rationalize operations for multilayer ceramic chip capacitors, inductive devices and ferrite cores
and magnets.
In the recording media segment, capital expenditures totaled ¥2,355 million, mainly for facilities
to develop and mass produce next-generation optical media products such as Blu-ray Discs and for
facilities to increase and rationalize production of LTO-standard tapes.
Funds for these capital expenditures were provided by cash on hand.
(4) Acquisition of Shares, Equity Interests and Stock Acquisition Rights of Other Companies
1. Acquisition of a manufacturer of HDD suspension assemblies
The Company, on August 29, 2007, concluded an agreement to acquire 74.32% of the total issued
shares of Magnecomp Precision Technology Public Company Limited (MPT; the headquarters are in
Thailand), a manufacturer of HDD suspension assemblies, from Magnecomp International Limited
(Magnecomp International; the headquarters are in Singapore) for U.S.$123 million. Based on the
agreement, the Company acquired 64.32% of MPTs common stock in November 2007, making it a
subsidiary. An additional 10.00% is scheduled for purchase in June 2009.
Additionally, the Company carried out two takeover bids for MPT shares (the first one: from
November 19, 2007 to December 25, 2007; the second one: from February 18, 2008 to April 24, 2008)
and purchased MPT shares in the market. As a result, as of April 30, 2008, the percentage of votes
for MPT held by the Company totaled 89.65%. The Company plans to make MPT a wholly-owned
subsidiary in the future.
- 6 -
2. Densei-Lambda KK becomes a wholly owned subsidiary
The Company carried out a public tender offer (from September 27, 2007 to November 8, 2007) for the
common stock and stock acquisition rights of consolidated subsidiary Densei-Lambda KK with the aim
of drastically and smoothly reorganizing the power supplies business and power supplies-related
parts business of the TDK Group. Through a series of subsequent actions, the Company had made
Densei-Lambda KK a wholly owned subsidiary at the end of the fiscal year under review.
(5) Acquisition or Disposition of Businesses of the TDK Group and Businesses of Other Companies
1. Acquisition of assets of Alps Electric Co., Ltd. (related to HDD magnetic head business)
The Company, on March 15, 2007, concluded a contract to acquire assets related to the HDD magnetic
head business of Alps Electric Co., Ltd. (the headquarters are in Ota Ward, Tokyo, Japan; the
shares are listed on the First Section of the Tokyo Stock Exchange), with which the Company had
previously reached a basic agreement on this acquisition. The contract was approved at meetings of
the Board of Directors of both companies on September 26, 2007.
2. Transfer of sales business of TDK brand recording media
The Company, on April 19, 2007, reached a basic agreement with Imation Corporation (Imation; the
headquarters are in Minnesota, the U.S.A.) for the transfer of the sales business of TDK brand
recording media and the license to use the TDK brand for recording media products. The transfer of
the business and procedures for licensing were completed on August 1, 2007. Payment for the
transfer consisted of Imation common stock and cash.
Additionally, the Company acquired additional shares of common stock of Imation on December 5,
2007, making Imation an affiliate accounted for by the equity method. At the end of the business
year under review, the Companys investment ratio in Imation totaled 20.68%.
- 7 -
(6) Assets and Earnings in the Past Four Business Years
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[Consolidated Results]
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(¥ in millions)
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Term
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109th
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110th
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111th
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112th
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(Apr. 1, 2004
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(Apr. 1, 2005
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(Apr. 1, 2006
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(Apr. 1, 2007
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to Mar. 31,
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to Mar. 31,
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to Mar. 31,
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to Mar. 31,
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Item
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2005)
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2006)
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2007)
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2008)
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Net sales
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657,853
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795,180
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862,025
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866,285
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Operating income
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59,830
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60,523
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79,590
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87,175
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Net income
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33,300
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44,101
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70,125
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71,461
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Basic net income per common share (¥)
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251.71
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333.50
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529.88
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551.72
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Total assets
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808,001
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923,503
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989,304
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935,533
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Stockholders equity
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|
|
639,067
|
|
|
|
|
702,419
|
|
|
|
|
762,712
|
|
|
|
|
716,577
|
|
|
|
Dividends per share (¥)
|
|
|
|
70.00
|
|
|
|
|
90.00
|
|
|
|
|
110.00
|
|
|
|
|
130.00
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
|
1.
|
|
|
Consolidated amounts (except Dividends per share) have been rounded to the nearest
unit.
|
|
|
|
2.
|
|
|
Net income and basic net income per common share in the consolidated income
statement and total assets and stockholders equity in the consolidated balance sheet
for the 109th term have been restated due to corrections to consolidated results on
July 15, 2005. These corrections resulted from correction notices received from the
Tokyo Regional Taxation Bureau on June 29, 2005 based on the transfer pricing
taxation system.
|
|
|
|
3.
|
|
|
Basic net income per common share is computed based on the average number of
shares issued during the relevant fiscal year after deducting treasury stock.
|
|
|
|
4.
|
|
|
The total cash dividend for the 112th business year is ¥130.00 per share,
including a year-end dividend of ¥70.00 per share. The year-end dividend is scheduled
for approval at the 112th Ordinary General Meeting of Shareholders on June 27, 2008.
|
(7) Pressing Issues
In the electronics industry, the TDK Groups core area of business, growth is anticipated in the
future along with ongoing technical progress that aims for energy conservation, ubiquity, safety,
and reliability. For example, demand is expected to increase for end-user products (consumer goods)
like digital home appliances that are thinner and smaller, mobile phones that are faster and offer
greater capacity, and automobiles boosting more electronics and that are electrically powered. This
is particularly true for BRICs (Brazil, Russia, India, and China) and other emerging markets, where
major growth is expected. At the same time, the electronics industry is a highly competitive
industry where the strong survive and the weak can perish quickly.
The TDK Group is presently implementing its new three-year medium-term plan, with the business year
ended March 31, 2008 the inaugural year. The basic thrust of the medium-term plan is strengthening
our manufacturing (
monozukuri
) capabilities and growing together with customers. Three measures
have been established to realize the goals of this plan: 1) creating highly customized products by
cooperating with customers; 2) strengthening manufacturing capabilities; and 3) optimally using and
allocating resources. We plan to step up the pace of specific actions in line with these
initiatives.
Another way of expressing the idea of
monozukuri
is competitiveness expressed by quality, price,
delivery time, and the environment. As one front-line example of this concept, by building quality
into each process, the TDK Group is delivering high-quality, highly reliable products to our
customers (subsequent process), and is working to reduce costs through VE (Value Engineering) and
VA (Value Analysis), and also to reduce inventory levels by further shortening the lead time for
development, design, and
- 8 -
manufacturing. In terms of the environment, the TDK Group is not simply creating products that
factor in energy conservation, laws and regulations (such as the EUs RoHS Directive), customer
requests, and social trends, but is also working to reduce the burden its business activities place
on the environment, such as by reducing CO
2
emissions.
As a manufacturer of electronic materials and components, the TDK Group will increase its earnings
power through the swift and steady improvement of these basic elements. In the business year ending
March 31, 2009, there are many pressing challenges. These include: 1) operational launch of a new
plant for expanding the capacitor business; 2) development of the power supplies business through a
new framework that incorporates Densei-Lambda KK; and 3) further strengthening of the magnetic
heads business following the acquisition of assets of Alps Electric Co., Ltd. and a manufacturer of
suspension assemblies for HDDs. TDK Group employees will unite in working to resolve these issues
and increase our earnings power.
In order to continue growing, the TDK Group will strive to bolster its manufacturing capabilities
by placing emphasis on its worksites and effectively utilizing its management resources within the
Group. Moreover, in order to accelerate business development or expand business by capturing
synergies, the TDK Group will give careful consideration to the option of M&As (corporate
acquisitions).
To this end, the TDK Group is strengthening its business via the front line, and is building a
sound corporate culture with a constant recognition that it is a member of society. As such, the
TDK Code of Ethics clearly states that TDK will comply with social norms, including laws and
regulations, as a good corporate citizen. The TDK Group asks each of its members to act with pride
not only as a member of society, but as a member of the TDK Group. The TDK Group is also aiming to
manage the company so as to earn the confidence of all stakeholders, including shareholders.
The TDK Group asks for even greater support and encouragement from shareholders.
(8) Principal Businesses of TDK Group
The TDK Group is principally engaged in the manufacture and sale of electronic materials and
components, as well as recording media. Major products by segment and product sector are as
follows:
|
|
|
|
|
|
|
|
|
|
Segment and Product Sector
|
|
|
Major Products
|
|
|
Electronic materials and components
|
|
|
|
|
|
|
|
|
Electronic materials
|
|
|
Multilayer ceramic chip capacitors, rare-earth
magnets, ferrite
magnets, ferrite cores
|
|
|
|
|
|
Electronic devices
|
|
|
Inductors (coils and transformers),
high-frequency
components, power supplies,
sensors, piezoelectric materials
|
|
|
|
|
|
Recording devices
|
|
|
HDD heads, HDD suspension assemblies
|
|
|
|
|
|
Other electronic components
|
|
|
Anechoic chambers, mechatronics, energy devices
|
|
|
Recording media
|
|
|
Audiotapes, Blu-ray Discs, tape-based data
storage media for
computers
|
|
|
- 9 -
(9) Major Business Offices and Plants of TDK Group
The Company:
|
|
|
|
|
|
|
|
Types of offices
|
|
|
Location
|
|
|
Head Office
|
|
|
13-1,
Nihonbashi 1-chome, Chuo-ku, Tokyo
|
|
|
Business Offices
|
|
|
Sendai, Yokohama, Nagoya, Matsumoto, Osaka, Hiroshima, Fukuoka
|
|
|
Plants
|
|
|
Chokai Plant (Akita Pref.), Akita Plant (Akita Pref.),
Kisakata Plant
(Akita Pref.), Inakura Plant (Akita Pref.),
Narita Plant (Chiba Pref.),
Shizuoka Plant (Shizuoka Pref.),
Kofu Plant (Yamanashi Pref.),
Chikumagawa Techno Plant
(Nagano Pref.)
Asama Techno Plant (Nagano Pref.)
Mikumagawa Plant (Oita Pref.)
|
|
|
Research &
Development
|
|
|
Technical Center (Chiba Pref.)
Materials & Process Development Center (Chiba Pref.)
|
|
|
Subsidiaries:
|
|
|
|
|
|
|
|
Classification
|
|
|
Name of Company (Location of Headquarters)
|
|
|
Management and
Supervision
|
|
|
TDK U.S.A. Corporation (The State of New York, U.S.A.)
TDK Europe S.A. (Bascharage, Luxembourg)
TDK China Co., Ltd. (Shanghai, China)
|
|
|
Sales
|
|
|
TDK Electronics Corporation (The State of New York, U.S.A.)
TDK Corporation of America (The State of Illinois, U.S.A.)
TDK Electronics Europe GmbH (Düsseldorf, Germany)
TDK Singapore (Pte) Ltd. (Singapore)
TDK (Shanghai) International Trading Co., Ltd. (Shanghai, China)
|
|
|
Production
|
|
|
Headway Technologies, Inc. (The State of California, U.S.A.)
TDK (Malaysia) Sdn. Bhd. (The State of Negri Sembilan, Malaysia)
TDK Taiwan Corporation (Taipei, Taiwan)
TDK Hong Kong Company Limited (Hong Kong, China)
SAE Magnetics (Hong Kong) Limited (Hong Kong, China)
TDK Xiamen Co., Ltd. (Xiamen, China)
TDK-MCC Corporation (Nikaho-shi, Akita Pref.)
Densei-Lambda KK (Shinagawa-ku, Tokyo)
|
|
|
- 10 -
(10) Principal Subsidiaries:
Status of Principal Subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Company
|
|
|
Capital
|
|
|
Percentage
of
Votes (%)
|
|
|
Outline of Principal Business
|
|
|
TDK U.S.A.
Corporation
(U.S.A.)
|
|
|
US$459,550 thousand
|
|
|
|
100.0
|
|
|
|
Management and supervision
of
U.S. subsidiaries
|
|
|
Headway
Technologies, Inc.
(U.S.A.)
|
|
|
US$163,161 thousand
|
|
|
|
*100.0
|
|
|
|
Manufacture and sale of
electronic materials &
components
|
|
|
TDK Corporation of
America (U.S.A.)
|
|
|
US$3,800 thousand
|
|
|
|
*100.0
|
|
|
|
Sale of electronic materials
& components
|
|
|
TDK Taiwan
Corporation
(Taiwan)
|
|
|
NT$424,125 thousand
|
|
|
|
95.4
|
|
|
|
Manufacture and sale of
electronic materials &
components
|
|
|
TDK Hong Kong
Company Limited
(Hong Kong)
|
|
|
HK$25,500 thousand
|
|
|
|
100.0
|
|
|
|
Manufacture and sale of
electronic materials &
components
|
|
|
SAE Magnetics (Hong
Kong) Limited
(Hong Kong)
|
|
|
HK$50 thousand
|
|
|
|
*100.0
|
|
|
|
Manufacture and sale of
electronic materials &
components
|
|
|
TDK Xiamen Co.,
Ltd. (China)
|
|
|
RMB489,683 thousand
|
|
|
|
*100.0
|
|
|
|
Manufacture and sale of
electronic materials &
components
|
|
|
TDK Europe S.A.
(Luxembourg)
|
|
|
Euro 252,113 thousand
|
|
|
|
100.0
|
|
|
|
Management and supervision
of European subsidiaries
|
|
|
TDK Electronics
Europe
GmbH (Germany)
|
|
|
Euro 46,544 thousand
|
|
|
|
*100.0
|
|
|
|
Sale of electronic materials
& components
|
|
|
TDK-MCC Corporation
(Japan)
|
|
|
¥1,000 million
|
|
|
|
100.0
|
|
|
|
Manufacture of electronic
materials & components
|
|
|
Densei-Lambda KK
(Japan)
|
|
|
¥2,976 million
|
|
|
|
*100.0
|
|
|
|
Manufacture and sale of
electronic materials &
components
|
|
|
|
|
|
|
|
Notes:
|
|
1. Capital and percentage of votes held by the Company have been rounded down to the
nearest unit.
|
|
|
|
2.* Denotes percentage of votes held by the Company including indirect
holdings.
|
Business Combinations:
The number of consolidated subsidiaries totals 91 (domestic 18, overseas 73) for the
business year under review. There were 88 (domestic 19, overseas 69) companies in total
for the previous business year. During the business year under review, there was a
decrease of 1 in domestic subsidiaries (2 transfers and 1 acquisition) and an increase of
4 in overseas subsidiaries (an increase of 10, including the MPT acquisition, and a
decrease of 6 due to the transfer to Imation).
Affiliates as to which the equity method of accounting has been applied was previously 6
(domestic 4, overseas 2); there are now 7 (domestic 4, overseas 3) for the fiscal year
under review, due to Imation being newly subject to the method.
- 11 -
(11) Employees:
Employees of TDK Group:
|
|
|
|
|
|
|
|
|
|
|
Number of Employees
|
|
|
|
|
|
Changes from preceding fiscal year
|
|
|
60,212
|
|
|
|
|
|
8,598 (increased)
|
|
|
|
|
|
|
|
Notes:
|
1.
|
The number of employees represents the personnel in offices and temporary or
part-time employees are not
included in the list above.
|
|
|
2.
|
The increase of 8,598 employees compared with the preceding fiscal
year is principally attributable to
the acquisition of MPT.
|
(12) Major Lenders and Amount of Loans:
Not applicable.
- 12 -
2. Matters Concerning Shares of the Company
(1) Total Number of Shares Authorized to be Issued by the Company:
480,000,000 shares
(2) Number of Issued Shares:
129,590,659 shares (3,599,000 shares less than at March 31, 2007)
|
|
|
|
|
|
|
Notes:
|
|
|
1.
|
|
|
Inclusive of 634,923 shares of treasury stock.
|
|
|
|
2.
|
|
|
Based on a resolution adopted at a Board of Directors meeting held on May 15, 2007
to improve capital efficiency and to further increase the level of returns to
stockholders, the Company acquired 3,599,000 shares of its treasury stock for a total
amount of ¥39,229 million, and all of the acquired shares were cancelled on August 10,
2007. As a result, the total number of issued shares totaled 129,590,659 at the end of the
business year under review, down 3,599,000 from 133,189,659 shares at the end of the
preceding business year.
|
(3) Number of Shareholders:
22,322 shareholders (4,177 more than at March 31, 2007)
(4) Top 10 Largest Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in the Company
|
|
|
|
Name of shareholder
|
|
|
Number of shares
|
|
|
Percentage of shares
|
|
|
|
|
|
|
held
|
|
|
held
|
|
|
|
|
|
|
(thousands of shares)
|
|
|
(%)
|
|
|
|
Japan Trustee Services Bank, Ltd.
(Trust account)
|
|
|
|
13,157
|
|
|
|
10.20
|
|
|
|
The Master Trust Bank of Japan, Ltd.
(Trust account)
|
|
|
|
12,532
|
|
|
|
9.72
|
|
|
|
Matsushita Electric Industrial Co., Ltd.
|
|
|
|
6,250
|
|
|
|
4.85
|
|
|
|
Deutsche Securities Inc.
|
|
|
|
5,566
|
|
|
|
4.32
|
|
|
|
Societe Generale Securities, Tokyo Branch
|
|
|
|
2,378
|
|
|
|
1.84
|
|
|
|
State Street Bank and Trust Company
|
|
|
|
2,305
|
|
|
|
1.79
|
|
|
|
BNP Paribas Securities (Japan) Ltd.
|
|
|
|
2,262
|
|
|
|
1.75
|
|
|
|
Nats Cumco
|
|
|
|
2,211
|
|
|
|
1.71
|
|
|
|
Trust & Custody Services Bank, Ltd.
(Securities investment trust accounts)
|
|
|
|
2,209
|
|
|
|
1.71
|
|
|
|
Nippon Life Insurance Company
|
|
|
|
2,140
|
|
|
|
1.66
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
1. Number of shares held and percentage of shares held have been rounded to the nearest
unit.
|
|
2. The percentage of shares held is calculated deducting 634,923 shares of
treasury stock.
|
- 13 -
3.
|
|
Matters Concerning Stock Acquisition Rights
|
(1)
|
|
Stock Acquisition Rights,
Etc. Granted to Company Directors and Company Auditors as of the
Business Year-end in Consideration for the Performance of Their Duties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Stock Acquisition
Rights
|
|
|
2nd Stock Acquisition
Rights
|
|
|
3rd Stock Acquisition
Rights
|
|
|
Issue Resolution Date
|
|
|
August 1, 2002
|
|
|
July 30, 2003
|
|
|
July 29, 2004
|
|
|
Number of stock
acquisition rights
|
|
|
381
|
|
|
1,056
|
|
|
1,420
|
|
|
Class and number of
shares to be issued upon
the exercise of stock
acquisition rights
|
|
|
38,100 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
105,600 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
142,000 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
Amount to be paid for
stock acquisition rights
(issue price)
|
|
|
Free of charge
|
|
|
Free of charge
|
|
|
Free of charge
|
|
|
Exercise price
|
|
|
¥5,909
|
|
|
¥6,954
|
|
|
¥8,147
|
|
|
Exercise period of stock
acquisition rights
|
|
|
From August 1, 2004 to
July 31, 2008
(both days inclusive)
|
|
|
From August 1, 2005 to
July 31, 2009
(both days inclusive)
|
|
|
From August 1, 2006 to
July 31, 2010
(both days inclusive)
|
|
|
Company Director
Holdings
Directors
(excluding Outside
Director)
Outside Directors
|
|
|
3 people, 73 rights
(7,300 shares)
-
|
|
|
3 people, 289 rights
(28,900 shares)
1 person, 13 rights
(1,300 shares)
|
|
|
6 people, 460 rights
(46,000 shares)
1 person, 10 rights
(1,000 shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 Stock-linked
Compensation Stock
Acquisition Rights
|
|
|
4
th
Stock Acquisition
Rights
|
|
|
2006 Stock-linked
Compensation Stock
Acquisition Rights
(Issued at Fair Value to
Directors)
|
|
|
Issue Resolution Date
|
|
|
June 29, 2005
|
|
|
July 28, 2005
|
|
|
June 29, 2006
|
|
|
Number of stock
acquisition rights
|
|
|
246
|
|
|
871
|
|
|
108
|
|
|
Class and number of
shares issued upon the
exercise of stock
acquisition rights
|
|
|
24,600 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
87,100 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
10,800 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
Amount to be paid for
stock acquisition rights
(issue price)
|
|
|
Free of charge
|
|
|
Free of charge
|
|
|
¥8,139 (fair value)
|
|
|
Exercise price
|
|
|
¥1
|
|
|
¥8,134
|
|
|
¥1
|
|
|
Exercise period of stock
acquisition rights
|
|
|
From July 1, 2005 to
June 30, 2025
(both days inclusive)
|
|
|
From August 1, 2007 to
July 31, 2011
(both days inclusive)
|
|
|
From August 6, 2006 to
August 5, 2026
(both days inclusive)
|
|
|
Company Director and
Company Auditors
Holdings
Directors
(excluding Outside
Director)
Outside Directors
Company Auditors
|
|
|
6 people, 123 rights
(12,300 shares)
1 person, 2 rights
(200 shares)
-
|
|
|
-
-
1 person, 8 rights
(800 shares)
|
|
|
5 people, 94 rights
(9,400 shares)
1 person, 1 right
(100 shares)
-
|
|
|
- 14 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Stock-Linked
Compensation Stock
Acquisition Rights
(Issued Free of
Charge to
Corporate Officers)
|
|
|
5
th
Stock Acquisition
Rights
|
|
|
2007 Stock-Linked
Compensation Stock
Acquisition Rights
(Issued at Fair Value to
Directors)
|
|
|
Issue Resolution Date
|
|
|
June 29, 2006
|
|
|
July 27, 2006
|
|
|
May 15, 2007
|
|
|
Number of stock
acquisition rights
|
|
|
95
|
|
|
961
|
|
|
86
|
|
|
Class and number of
shares issued upon the
exercise of stock
acquisition rights
|
|
|
9,500 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
96,100 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
8,600 shares of
common stock
(100 shares per stock
acquisition right)
|
|
|
Amount to be paid for
stock acquisition rights
(issue price)
|
|
|
Free of charge
|
|
|
Free of charge
|
|
|
¥11,014 (fair value)
|
|
|
Exercise price
|
|
|
¥1
|
|
|
¥9,072
|
|
|
¥1
|
|
|
Exercise period of stock
acquisition rights
|
|
|
From August 6, 2006 to
August 5, 2026
(both days inclusive)
|
|
|
From August 1, 2008 to
July 31, 2012
(both days inclusive)
|
|
|
From July 8, 2007 to
July 7, 2027
(both days inclusive)
|
|
|
Company Director and
Company Auditors
Holdings
Directors
(excluding Outside
Director)
Outside Directors
Company Auditors
|
|
|
1 person, 12 rights
(1,200 shares)
-
-
|
|
|
-
-
1 person, 8 rights
(800 shares)
|
|
|
6 people, 85 rights
(8,500 shares)
1 person, 1 right
(100 shares)
-
|
|
|
Note:
The stock acquisition rights held by the Company auditor were granted when employed at the
Company.
- 15 -
(2)
|
|
Stock Acquisition Rights, Etc. Granted to Employees, Etc. During the Business
Year Under Review in Consideration for the Performance of Their Duties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 Stock-Linked
Compensation Stock
Acquisition Rights
(Issued Free of
Charge to
Corporate
Officers)
|
|
|
6
th
Stock
Acquisition
Rights
|
|
|
6
th
(2)
Stock Acquisition
Rights
|
|
|
Issue Resolution Date
|
|
|
June 28, 2007
|
|
|
June 29, 2007
|
|
|
July 17, 2007
|
|
|
Number of stock
acquisition rights
|
|
|
61
|
|
|
976
|
|
|
10
|
|
|
Class and number of
shares issued upon
the
exercise of
stock
acquisition
rights
|
|
|
6,100 shares of
common stock
(100 shares per
stock
acquisition
right)
|
|
|
97,600 shares of
common stock
(100 shares per
stock
acquisition
right)
|
|
|
1,000 shares of
common stock
(100 shares per
stock
acquisition
right)
|
|
|
Amount to be paid
for
stock
acquisition rights
(issue price)
|
|
|
Free of charge
|
|
|
Free of charge
|
|
|
Free of charge
|
|
|
Exercise price
|
|
|
¥1
|
|
|
¥12,098
|
|
|
¥12,098
|
|
|
Exercise period of
stock
acquisition
rights
|
|
|
From July 8, 2007 to
July 7, 2027
(both days inclusive)
|
|
|
From July 1, 2009 to
June 30, 2013
(both days inclusive)
|
|
|
From July 1, 2009 to
June 30, 2013
(both days inclusive)
|
|
|
Conditions of
exercising
stock
acquisition rights
|
|
|
(Note)
|
|
|
Partial exercise of stock
acquisition
rights is not
permitted
|
|
|
Partial exercise of stock
acquisition
rights is not
permitted
|
|
|
Grants to Employees,
etc.
Corporate Officers
of
the Company
Employees of the
Company
Executives and
Employees of
subsidiaries of the
Company
|
|
|
9 people, 61 rights
(6,100 shares)
-
-
|
|
|
-
177people, 936
rights
(93,600
shares)
7 people, 40 rights
(4,000 shares)
|
|
|
-
2 people, 10 rights
(1,000 shares)
-
|
|
|
(Notes)
|
1.
|
Holders of stock acquisition rights, excluding those in 2. below, may not exercise rights
during the period from July 8, 2007 through July 7, 2010. Rights may be exercised from July
8, 2010 onward.
|
|
2.
|
Holders of stock acquisition rights may exercise stock acquisition rights until July 7,
2010 in cases specified in (A) and (B) below, as long as it is within the time frame
stipulated.
|
(A) In the event that a stock acquisition rights holder loses his or her position as either
director or employee of the Company (including full-time consultants and contract employees, but
excluding part-time consultants and part-time contract employees).
Three years from the day after losing the position.
(B) In the event that a proposal for approval of a merger agreement, under which the Company is
to be dissolved, or a proposal for approval of a share exchange agreement or a proposal for share
transfer that makes the Company a wholly owned subsidiary, is approved at a meeting of
shareholders of the Company.
A period of 15 days from the day following the approval date.
|
3.
|
On or after July 8, 2010, in the event that a stock acquisition rights holder loses his or
her position as either a director or employee of the Company, the individual may exercise his
or her rights up to three years from the day after losing the position as long as it is
within the exercise period for stock acquisition rights.
|
|
4.
|
In the event that a stock acquisition rights holder relinquishes his or her stock
acquisition rights, such stock acquisition rights cannot be exercised.
|
- 16 -
4.
|
|
Matters Concerning Directors and Company Auditors
|
(1)
|
|
Names and Other Details of Directors and Company Auditors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Position
|
|
|
Name
|
|
|
Position and Major Occupation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Representative Director
Chairman
|
|
|
Hajime Sawabe
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Representative Director
President
|
|
|
Takehiro Kamigama
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
Executive Vice President
|
|
|
Jiro Iwasaki
|
|
|
General Manager of Administration
Group, in charge of Safety &
Environment
|
|
|
|
|
|
|
|
|
|
|
|
Director
Senior Vice President
|
|
|
Shinji Yoko
|
|
|
General Manager of Electronic
Components Sales & Marketing Group,
General Manager of Osaka Regional
Headquarters
|
|
|
|
|
|
|
|
|
|
|
|
Director
(Outside Director)
|
|
|
Yasuhiro Hagihara
|
|
|
Foreign legal consultant, Squire Sanders
Gaikokuhou Kyodo Jigyo Horitsu
Jimusho GaikokuhoJimu Bengoshi
|
|
|
|
|
|
|
|
|
|
|
|
Director
Senior Vice President
|
|
|
Seiji Enami
|
|
|
General Manager of Accounting Dept.
of Administration Group
|
|
|
|
|
|
|
|
|
|
|
|
Director
Senior Vice President
|
|
|
Minoru Takahashi
|
|
|
General Manager of Technology Group;
General Manager of Materials & Process
Development Center, in charge of
technology, intellectual property and
ATL
|
|
|
|
|
|
|
|
|
|
|
|
Full-time Company Auditor
|
|
|
Masaaki Miyoshi
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full-time Company Auditor
|
|
|
Noboru Hara
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outside Company Auditor
|
|
|
Kaoru Matsumoto
|
|
|
Representative, C.P.A. Accounting Firm
of Kaoru Matsumoto
|
|
|
|
|
|
|
|
|
|
|
|
Outside Company Auditor
|
|
|
Ryoichi Ohno
|
|
|
Regional CFO-Japan
(USGAAP Reporting)
Prudential Financial, Inc., Japan
Representative Office
|
|
|
|
|
|
|
|
|
|
|
|
Outside Company Auditor
|
|
|
Yukio Yanase
|
|
|
Director, Representative Executive
Officer, President, ORIX Corporation
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
1.
|
Mr. Yasuhiro Hagihara, Director, is an Outside Director.
|
|
2.
|
Messrs. Kaoru Matsumoto, Ryoichi Ohno and Yukio Yanase,
Company Auditors, are Outside Company Auditors.
|
|
3.
|
People holding office concurrently with other positions at other
companies and the conditions thereto during the business year under review are
stated below.
|
|
|
Hajime Sawabe, Representative Director and Chairman, has been serving concurrently
as an outside director of Asahi Glass Co., Ltd. since March 2008. There is a
trading relationship between the Company and Asahi Glass Co., Ltd. concerning the
sale of electronic component-related products.
|
|
|
Jiro Iwasaki, Director and Executive Vice President, has been serving concurrently
as an outside company auditor of GCA Savvian Group Corporation since March 2008.
|
- 17 -
|
Ryoichi Ohno, Company Auditor, serves concurrently as a non-executive director
of The Prudential Life Insurance Company, Ltd.
|
|
4.
|
Messrs. Masaaki Miyoshi, Kaoru Matsumoto and Ryoichi Ohno have
relevant knowledge of financing and accounting as stated below.
|
|
|
|
Mr. Masaaki Miyoshi, Full-time Company Auditor, has
eight total years of experience in financing and accounting of the Company;
thus, he has relevant knowledge in this field.
|
|
|
|
Mr. Kaoru Matsumoto, Company Auditor, is a certified
public accountant; thus, he has relevant knowledge of financing and
accounting.
|
|
|
|
Mr. Ryoichi Ohno, Company Auditor, is a U.S. certified
public accountant; thus, he has relevant knowledge of U.S. financing and
accounting.
|
(2)
|
|
Total Amount of Remunerations for Directors and Company Auditors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification
|
|
|
Number of payees
|
|
|
Amount paid
|
|
|
|
|
|
|
|
|
|
|
|
Directors
|
|
|
7
|
|
|
498 million yen
|
|
|
|
|
|
|
|
|
|
|
|
Company Auditors
|
|
|
4
|
|
|
66 million yen
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
11
|
|
|
564 million yen
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
1.
|
Amounts paid less than ¥1 million have been rounded to the nearest unit.
|
|
2.
|
The numbers of Directors and Company Auditors at the end of the
business year under review are seven and five, respectively. Provided, however,
that one outside Company Auditor does not receive any remuneration from the
Company.
|
|
3.
|
The ceiling amount of remunerations
|
|
(1)
|
The ceiling amount of remunerations for Directors
|
|
(a).
|
The ceiling amount of remunerations for Directors as a
group was capped at ¥25,000,000 per month at the 106th Ordinary General
Meeting of Shareholders held on June 27, 2002.
|
|
(b).
|
Under a separate framework to (A) above, the ceiling amount
of remunerations related to stock acquisition rights allocated as stock
options was capped at ¥137 million at the 110
th
Ordinary General
Meeting of Shareholders held on June 29, 2006.
|
|
(2)
|
The ceiling amount of remunerations for Company Auditors as
a group was capped at ¥8,000,000 per month at the 106th Ordinary General
Meeting of Shareholders held on June 27, 2002.
|
|
4.
|
The amount paid includes the following items:
|
|
(1)
|
Scheduled payments of performance-linked bonuses related to
the business year under review to 6 Directors (Directors concurrently
executing business operations) to be proposed at the 112
th
Ordinary
General Meeting of Shareholders to be held on June 27, 2008.
|
|
(2)
|
Remuneration paid as stock options to 7 Directors pursuant to
a resolution of the Board of Directors held on May 15, 2007.
|
|
(3)
|
The reserved amount for the payment of retirement allowances
to Company Auditors for the business year under review.
|
(The Company stopped providing for retirement grants for
Company Auditors from the day after the Ordinary General Meeting of
Shareholders held on June 28, 2007. The reserved amount relates to
provisions made before then.)
|
5.
|
The total amount of remunerations for 1 outside Director and 2
outside Company Auditors for the business year under review was ¥24,000,000
and this is included in the above figures.
|
|
|
6.
|
In addition to the above payments, 1 Director and 2 Company
Auditors (of which, 1 is an outside Company Auditor) were paid ¥73 million in
retirement allowances pursuant to a resolution on Presentation of Retirement
Allowances to the Retiring Director and Retiring Company Auditors that was
approved at the 111
th
Ordinary General Meeting of Shareholders held
on June 28, 2007.
|
- 18 -
(3)
|
|
Matters Concerning Outside Director and Company Auditors:
|
The principal activities of the outside Director and outside Corporate Auditors during the
business year under review were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name (Position)
|
|
|
Attendance at Meetings of the
|
|
|
Opinions in Board of Directors
|
|
|
|
|
Board of Directors
|
|
|
Meetings and Other Activities
|
|
|
|
|
|
|
|
|
|
|
|
Yasuhiro Hagihara
(Outside Director)
|
|
|
Mr. Hagihara
attended 17 of 18
meetings of the
Board of Directors
held during the
business year under
review.
|
|
|
Mr. Hagihara
actively stated
opinions from a
legal viewpoint as
a U.S.
attorney-at-law. In
addition, he is the
Chairman of the
Compensation
Advisory Committee
that is a
subordinated organ
of the Board of
Directors. In the
decision-making
process concerning
remunerations for
the Directors,
Company Auditors
and Corporate
Officers, he played
a key role by
judging the
transparency and
reasonability of
the remuneration
amounts.
|
|
|
|
|
|
|
|
|
|
|
|
Kaoru Matsumoto
(Outside Company Auditor)
|
|
|
Mr. Matsumoto
attended 17 of 18
meetings of the
Board of Directors
and 16 of 17
meetings of the
Board of Company
Auditors held
during the business
year under review.
|
|
|
Mr. Matsumoto
actively stated
opinions from his
professional
accounting and
financing viewpoint
as a certified
public accountant.
|
|
|
|
|
|
|
|
|
|
|
|
Ryoichi Ohno
(Outside Company Auditor)
|
|
|
Mr. Ohno attended
15 of 18 meetings
of the Board of
Directors and 14 of
17 meetings of the
Board of Company
Auditors held
during the business
year under review.
|
|
|
Mr. Ohno actively
stated opinions
based on his rich
experience and
knowledge regarding
corporate
management and from
his professional
accounting and
financing viewpoint
as a U.S. certified
public accountant.
|
|
|
|
|
|
|
|
|
|
|
|
Yukio Yanase
(Outside Company Auditor)
|
|
|
Mr. Yanase attended
11 of 12 meetings
of the Board of
Directors and 11 of
12 meetings of the
Board of Company
Auditors held
following his
appointment in June
2007.
|
|
|
Mr. Yanase actively
stated opinions
based on his rich
experience and
knowledge regarding
corporate
management, with a
special emphasis on
global management.
|
|
|
|
|
|
|
|
|
|
|
- 19 -
(1) Name:
KPMG AZSA & Co.
(2) Remunerations:
(¥ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts payable
|
|
|
|
|
|
|
|
|
1.
|
|
The amount of remunerations payable to the Accounting
Auditor by the Company with respect to duties provided by
Article 2, Paragraph 1 of the Certified Public Accountant
Law
|
|
|
|
499
|
|
|
|
|
|
|
|
|
|
2.
|
|
The aggregate amount of remunerations and other
material benefits payable to the Accounting Auditor by the
Company and its subsidiaries
|
|
|
|
602
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
1.
|
Amounts payable less than ¥1 million have been rounded to the nearest unit.
|
|
|
|
2.
|
The amount of remunerations
for audit pursuant to the Companies Act and the
amount of remunerations for audit pursuant to the Financial Instruments and Exchange
Law are not divided in the Auditing Agreement concluded between the Company and the
Accounting Auditor. Therefore, the amount to be paid by the Company with respect to
duties provided by Article 2, Paragraph 1 of the Certified Public Accountant Law
represents the total amount to be paid by the Company.
|
|
|
|
3.
|
Of the Companys principal subsidiaries, TDK U.S.A. Corporation is
audited by KPMG LLP, and SAE Magnetics (Hong Kong) Limited is audited by KPMG Hong
Kong.
|
(3)
|
|
Dismissal or Non-reappointment of Accounting Auditor:
|
If any improper event occurs to the important factors comprising the Accounting Auditors execution
of duties, such as qualification, independency and ethics, the Board
of Company Auditors of the
Company will, in accordance with the Regulations of the Board of
Company Auditors, decide as to
whether the Accounting Auditor shall be dismissed or shall not be re-appointed, taking
comprehensively into account the facts.
6. TDKs System and Policy
[Establishment of systems for ensuring the execution of duties by Directors complies with laws and
ordinances and the Articles of Incorporation, and systems prescribed by the applicable Ordinance of
the Ministry of Justice for ensuring the properness of operations of a stock company]
With respect to the statement above, the Board of Directors resolved as follows:
(1)
|
Systems for ensuring the execution of duties by Directors complies with laws and ordinances,
and the Articles of Incorporation:
|
TDK Corporation (TDK) was established in 1935 as the worlds first company to
commercialize a magnetic material called ferrite. In the ensuing years, TDK has increased
corporate value through the development of a variety of products of value and originality to
society, based on the founding spirit Contribute to culture and industry through creativity as
its Corporate Motto. In addition, in the TDK Code of Ethics, TDK has clearly stated its
understanding that corporations exist in society with the support of various stakeholders,
including shareholders, customers, suppliers, employees and communities. The same Code states
that TDK respects the rights of all stakeholders; and that it complies with social norms,
including laws and regulations, as a good corporate citizen. All members of the TDK Group behave
in strict compliance with the corporate standards of business conduct prescribed by the TDK Code
of Ethics.
- 20 -
TDK aims to achieve its management targets and further improve corporate value through the
creation of products while adhering to its founding spirit. At the same time, TDK strives to
foster a sound corporate culture and sincerely conduct business activities, always aware of its
place as a member of society. Moreover, TDK will fulfill its accountability to all stakeholders
through the comprehensive, timely and impartial disclosure of appropriate information.
As mentioned above, TDK sincerely and devotedly seeks to achieve its management philosophy,
and to maintain the following effective and orderly corporate governance systems to continue to
ensure soundness, compliance and transparency in its business operations.
|
|
|
Adoption of the Company Auditor System and Strengthening the Supervisory Function:
|
|
|
|
|
TDK has adopted the Company Auditor System pursuant to the Companies Act of Japan and has
appointed three independent outside Company Auditors who have no conflicts of interest to
constitute a majority of the five Company Auditors, in order to enhance the supervision of
management.
|
|
|
|
|
Strengthening the Function of the Board of Directors and Holding Directors More
Accountable:
|
|
|
|
|
TDK has a small number of Directors (seven) to expedite management decision-making. At
the same time, TDK has appointed one outside Director who has no conflict of interest in
order to enhance the supervision of management. In addition, the Directors terms of office
is set at one year to give shareholders an opportunity to cast votes of confidence regarding
Directors performance every business year.
|
|
|
|
|
Adoption of Corporate Officer System for Expeditious Business Execution:
|
|
|
|
|
TDK has adopted a Corporate Officer system that separates the management
decision-making and Director supervisory functions of the Board of Directors from the
execution of business. Corporate Officers are in charge of business execution and
carrying out decisions by the Board of Directors, thereby expediting business execution
in line with management decisions.
|
|
|
|
|
Establishment of Advisory Bodies to the Board of Directors (Business Ethics & CSR
Committee, Disclosure Advisory Committee, and Compensation Advisory Committee):
|
The aim of the Business Ethics & CSR Committee is to ensure compliance with corporate
ethics and improve awareness of corporate social responsibility (CSR). To achieve this aim,
the Directors, Company Auditors, Corporate Officers and all other members of the TDK Group
are made fully conversant with the TDK Corporate Motto and Corporate Principle ( Vision
Courage and Trust ) as TDKs management philosophy, and the TDK Code of Ethics, which
stipulates concrete standards and guidelines for compliance with all laws, regulations and
social norms.
The Disclosure Advisory Committee reviews and examines important corporate information
and disclosure materials required for investment decisions by shareholders and investors, to
ensure that TDK conducts comprehensive, appropriate, timely and impartial disclosure in
accordance with various laws and regulations regarding securities transactions and the rules
and regulations of the stock exchanges where TDKs shares are listed.
- 21 -
The Compensation Advisory Committee, which is chaired by the outside Director of TDK,
examines the level of remuneration and remuneration system pertaining to Directors and
Corporate Officers, as well as presidents and qualifying executive officers of principal TDK
subsidiaries. It also verifies whether such remuneration is reasonable in light of the
transparency of the remuneration decision-making process, corporate business results,
individual performance, and the general standards of other companies.
Under
the foregoing corporate systems, the Company Auditors with supervisory functions
over management ensure soundness, compliance and transparency in TDKs conduct of its
business operations by executing their duties pursuant to the Regulations of the Company
Auditors Business and the Regulations of the Board of Company Auditors, and by auditing
whether the Directors performance is appropriate as well as in compliance with laws and
regulations and the Articles of Incorporation.
Similarly, Directors in charge of management decision-making and supervision of business
execution ensure compliance, transparency and soundness in TDKs conduct of its business
operations by executing their duties pursuant to the Regulations of the Directors Business
and the Regulations of the Board of Directors established in accordance with laws and
regulations and the Articles of Incorporation. Corporate Officers who are in charge of
business execution ensure soundness, compliance and transparency in TDKs conduct of its
business operations by executing their duties pursuant to the Regulations of the Corporate
Officers Business and the Executive Committee Regulations.
TDK has established the following system to ensure compliance with all applicable
securities and exchange laws and other similar laws and regulations of any country, as well
as the rules and regulations of each stock exchange where TDKs shares are listed
(hereinafter collectively referred to as the Securities Regulations), in particular, the
Sarbanes-Oxley Act of the U.S.A. (Sox Act) and the rules of the New York Stock Exchange.
|
(i)
|
|
TDK will collect, record, analyze, process, summarize and report all the information
required to be disclosed under the Securities Regulations and has established an internal
control system and other procedures to warrant timely information disclosures within the
deadlines stipulated by the Securities Regulations.
|
|
|
(ii)
|
|
TDK has established a system to ensure that TDK has procedures designed so as
to obtain reasonable assurance that all transactions are properly authorized, that its
assets are protected from unauthorized or improper use, and that all trading activities
are appropriately recorded and reported for the purpose of enabling TDK to prepare
financial statements in accordance with applicable accounting standards.
|
|
|
(iii)
|
|
TDK will ensure that the above-mentioned management system is in compliance with
the requirements of the Securities Regulations with respect to corporate governance
systems.
|
- 22 -
(2)
|
System under which information regarding execution of business by Directors shall be
maintained and controlled:
|
The President, who is responsible for the business execution of TDK, has established
Document Control Regulations, which are applicable to the TDK Group and provide basic rules for
the storage and control of information.
(3)
|
Regulations and other systems for managing the risk of losses:
|
With respect to overall corporate risks, TDK has established the Corporate Risk Management
Committee, which is chaired by a Corporate Officer appointed in accordance with internal rules,
under the direct control of the Executive Committee to promote enterprise risk management
(ERM) across TDK. Meanwhile, the Crisis Management Committee plays a central role in
providing responses to unexpected events (risks). Furthermore, corporate regulations, bylaws,
guidelines and departmental guidelines provide for operating rules for specific risks, including
legal, financial, IT-related, disasters and environmental risks. These risks are managed by
managers in charge of the particular areas of operation on a daily basis.
The Company Auditors and Management Review & Support Department, an internal audit
organization, monitor the implementation of risk countermeasures and give advice and provide
support to minimize risks. In addition, TDK receives advice from outside legal counsel from time
to time regarding risks associated with its corporate activities.
(4) System for ensuring Directors execute their duties efficiently:
TDK has a small number of Directors and has adopted the Corporate Officer system so as to
facilitate quick and efficient management decision making by Directors.
At the same time, policies and measures with respect to business execution, such as
development, manufacturing, marketing and financing of the TDK Group, are deliberated by the
Executive Committee, which consists of Corporate Officers in senior positions ranking at or
above the level of not lower than Senior Vice President and other Corporate Officers designated
by the President. All Corporate Officers perform their duties expeditiously pursuant to the
decisions made by the Executive Committee. TDK ensures efficient management via proposals to the
Board of Directors and regular reports from Corporate Officers to the Executive Committee.
In addition, TDK establishes medium-term management targets shared by all members of the
TDK Group and strives to make them fully understand those objectives. TDK also establishes
systems that enable it to quickly gather and understand the targets and implementation plans of
all divisions, as well as their progress by using IT systems.
(5)
|
System for ensuring employees performance of duties is in compliance with laws and
regulations, and the Articles of Incorporation:
|
TDK strives to ensure that all Directors, Company Auditors, Corporate Officers and
employees in the TDK Group are fully conversant with the corporate philosophy, TDK Code of
Ethics and Corporate Standards of Business Conduct, in order to achieve improved soundness,
compliance and transparency of management, and ensure the business execution of every TDK member
complies with laws and regulations, as well as TDKs Articles of Incorporation. Furthermore, TDK
has established a corporate ethics management system under the Business Ethics & CSR Committee
to regularly
- 23 -
monitor
and investigate the enforcement of and compliance with the TDK Code of Ethics by the TDK
Group worldwide. A consultation office (with help lines) also enables employees to directly
report any information and opinion concerning compliance within the TDK Group.
(6)
|
System for ensuring optimum business execution by the corporate group consisting of the
subject company, its parent company and subsidiaries:
|
Each Director, Corporate Officer and executive officer strives to ensure optimum business
operations by making decisions in observance of the TDK Code of Ethics, job authority
regulations for the entire TDK Group and applicable corporate regulations, in order to maintain
soundness, compliance and transparency in business operations and to achieve the business
targets of TDK and the TDK Group.
The Company Auditors audit, on a regular basis, the conditions of business operations of
each division of TDK and the TDK Group, by auditing divisions, examining important documents and
attending important meetings. In addition, the Management Review & Support Department audits and
supports, on a regular basis, each division of TDK and the TDK Group in order to promote
consistency of the business operations and management policies, and efficiency.
TDK and the TDK Group will ensure optimum business operations under such a framework and
appropriately respond to requirements and requests from outside the Company, such as in terms of
the Sox Act, which is applicable to companies listed on stock exchanges in the United States.
(7)
|
Matters relating to employees when Company Auditors request full-time support for their
duties:
|
The Company Auditors Office, consisting of designated full-time employees who do not
perform any business execution duties, shall assist the Company Auditors.
(8)
|
Matters regarding the independence of employees in the preceding item from Directors:
|
The Company Auditors shall directly evaluate the performance of the employees in the
Company Auditors Office, and any transfer or official reprimand of these employees shall be
determined pursuant to the operating rules of the Company subject to consent of the Company
Auditors.
Any employee who has been instructed or ordered by a Company Auditor in connection with
audit duties shall not be subject to any Directors instruction or order with respect to said
Company Auditors instruction or order.
(9)
|
System for ensuring Directors or employees report to Company Auditors and for ensuring
other reports to Company Auditors:
|
Minutes of the Management Committee and other meetings are sent immediately to the
Company Auditors, and information regarding business execution by Corporate Officers and the
TDK Groups approach to management policies and targets is also provided. Furthermore,
Company Auditors attend important meetings, including meetings of the Business Plan Review
Meeting, and receive explanations directly from Corporate Officers, as necessary. Moreover,
management reports prepared by each business division executing business operations are
submitted to Company Auditors,
- 24 -
who also confirm progress with business execution across the Company in relation to such
reports.
Company Auditors examine meeting minutes and other information regarding the activities
of the Business Ethics & CSR Committee, the Risk Management Committee and other committees and
receive explanations directly from Corporate Officers involved in such committees depending on
the project, enabling Company Auditors to confirm the overall status of corporate activities.
(10) System for ensuring Company Auditors conduct audits effectively:
The Company Auditors and the Board of Company Auditors meet with the Representative
Directors on a regular basis to confirm management policies, exchange opinions on pressing
issues of the TDK Group, risks and important matters from the perspective of Company
Auditors audits. These meetings also deepen mutual understanding between the Company
Auditors and the Representative Directors.
Furthermore, the Company Auditors and the Management Review & Support Department meet
regularly and also receive regular audit reports from the Accounting Auditors. Through the
sharing of information regarding initial audit plans and results, Company Auditors conduct
efficient audits.
- 25 -
Attached Document (2)
CONSOLIDATED BALANCE SHEET
(prepared in accordance with U.S. GAAP)
(As of March 31, 2008)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
|
|
Amount
|
|
|
Item
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ASSETS)
|
|
|
(¥ in millions )
|
|
|
(LIABILITIES)
|
|
|
(¥ in millions )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
462,820
|
|
|
|
Current liabilities
|
|
|
|
161,961
|
|
|
|
Cash and cash equivalents
|
|
|
|
166,105
|
|
|
|
Short-term debt
|
|
|
|
8,898
|
|
|
|
|
|
|
|
|
|
|
|
Current installments of
|
|
|
|
|
|
|
|
Short-term investments
|
|
|
|
1,179
|
|
|
|
long-term debt
|
|
|
|
294
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
|
76,391
|
|
|
|
Marketable securities
|
|
|
|
3,986
|
|
|
|
Accrued expenses
|
|
|
|
63,834
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes payables
|
|
|
|
7,660
|
|
|
|
Net trade receivables
|
|
|
|
157,118
|
|
|
|
Other current liabilities
|
|
|
|
4,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
|
|
88,816
|
|
|
|
Noncurrent liabilities
|
|
|
|
53,311
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, excluding
|
|
|
|
|
|
|
|
Other current assets
|
|
|
|
45,616
|
|
|
|
current installments
|
|
|
|
152
|
|
|
|
|
|
|
|
|
|
|
|
Retirement and severance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
benefits
|
|
|
|
33,990
|
|
|
|
Noncurrent assets
|
|
|
|
472,713
|
|
|
|
Deferred income taxes
|
|
|
|
5,998
|
|
|
|
|
|
|
|
|
|
|
|
Other noncurrent liabilities
|
|
|
|
13,171
|
|
|
|
Investments in securities
|
|
|
|
68,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Total liabilities)
|
|
|
|
215,272
|
|
|
|
Net property, plant and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equipment
|
|
|
|
267,149
|
|
|
|
Minority interests
|
|
|
|
3,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill and other intangible
|
|
|
|
|
|
|
|
(STOCKHOLDERS
|
|
|
|
|
|
|
|
assets
|
|
|
|
93,342
|
|
|
|
EQUITY)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
43,508
|
|
|
|
Common stock
|
|
|
|
32,641
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
|
63,887
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve
|
|
|
|
19,510
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
|
688,719
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(loss)
|
|
|
|
(81,583
|
)
|
|
|
|
|
|
|
|
|
|
|
Treasury stock
|
|
|
|
(6,597
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Total stockholders equity)
|
|
|
|
716,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities, minority
|
|
|
|
|
|
|
|
Total assets:
|
|
|
|
935,533
|
|
|
|
interests and stockholders
|
|
|
|
935,533
|
|
|
|
|
|
|
|
|
|
|
|
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Amounts less than 1 million have been rounded to the nearest unit.
- 26 -
Attached Document (3)
CONSOLIDATED STATEMENT OF INCOME
(prepared in accordance with U.S. GAAP)
|
|
|
|
|
|
(
|
From: April 1, 2007
To: March 31, 2008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
(¥ in millions )
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
866,285
|
|
|
|
Cost of sales
|
|
|
|
635,529
|
|
|
|
Gross profit
|
|
|
|
230,756
|
|
|
|
Selling, general and administrative expenses
|
|
|
|
158,921
|
|
|
|
Gain on business transfer to Imation Corp.
|
|
|
|
(15,340
|
)
|
|
|
Operating income
|
|
|
|
87,175
|
|
|
|
|
|
|
|
|
|
|
|
Other income (deductions)
|
|
|
|
|
|
|
|
Interest and dividend income
|
|
|
|
8,284
|
|
|
|
Interest expense
|
|
|
|
(218
|
)
|
|
|
Foreign exchange gain (loss)
|
|
|
|
(3,670
|
)
|
|
|
Other - net
|
|
|
|
(66
|
)
|
|
|
Total other income (deductions)
|
|
|
|
4,330
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income taxes
|
|
|
|
91,505
|
|
|
|
Income taxes
|
|
|
|
19,948
|
|
|
|
Net income before minority interests
|
|
|
|
71,557
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests
|
|
|
|
96
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
71,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Amounts less than 1 million have been rounded to the nearest unit.
- 27 -
Attached Document (4)
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(prepared in accordance with U.S. GAAP)
|
|
|
|
|
|
(
|
From: April 1, 2007
To: March 31, 2008
|
)
|
|
(¥ in millions )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
|
Additional
paid-in
capital
|
|
|
|
Legal
reserve
|
|
|
|
Retained
earnings
|
|
|
|
Accumulated
other
comprehensive
income
(loss)
|
|
|
|
Treasury
stock
|
|
|
|
Total
stockholders
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period
|
|
|
|
32,641
|
|
|
|
|
63,695
|
|
|
|
|
18,844
|
|
|
|
|
671,350
|
|
|
|
|
(17,846
|
)
|
|
|
|
(5,972
|
)
|
|
|
|
762,712
|
|
|
|
Non-cash
compensation charges
under stock option plans
|
|
|
|
|
|
|
|
|
375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
375
|
|
|
|
Adjustment for change in
equity
method affiliate
|
|
|
|
|
|
|
|
|
(134
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(134
|
)
|
|
|
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,683
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,683
|
)
|
|
|
Transferred to legal reserve
|
|
|
|
|
|
|
|
|
|
|
|
|
|
666
|
|
|
|
|
(666
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,461
|
|
|
|
Foreign
currency translation
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55,757
|
)
|
|
|
|
|
|
|
|
|
(55,757
|
)
|
|
|
Pension liability adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,684
|
)
|
|
|
|
|
|
|
|
|
(4,684
|
)
|
|
|
Net unrealized gains
(losses) on
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,296
|
)
|
|
|
|
|
|
|
|
|
(3,296
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,250
|
)
|
|
|
|
(39,250
|
)
|
|
|
Retirement of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37,410
|
)
|
|
|
|
|
|
|
|
|
37,410
|
|
|
|
|
-
|
|
|
|
Exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(333
|
)
|
|
|
|
|
|
|
|
|
1,215
|
|
|
|
|
882
|
|
|
|
Adjustment for
employee stock
awards to be reclassified as a
liability
|
|
|
|
|
|
|
|
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period
|
|
|
|
32,641
|
|
|
|
|
63,887
|
|
|
|
|
19,510
|
|
|
|
|
688,719
|
|
|
|
|
(81,583
|
)
|
|
|
|
(6,597
|
)
|
|
|
|
716,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Amounts less than 1 million have been rounded to the nearest unit.
- 28 -
Attached Document (5)
LIST OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[Important Matters for Preparation of Consolidated Financial Statements]
|
|
|
1. Matters Concerning Scope of Consolidation
|
|
|
|
|
|
Number of consolidated subsidiaries:
|
|
91
|
Name of major consolidated subsidiaries:
|
|
|
|
|
|
TDK U.S.A. Corporation
|
|
|
TDK Europe S.A.
|
|
|
SAE Magnetics (Hong Kong) Limited
|
|
|
TDK-MCC Corporation
|
|
|
Densei-Lambda KK
|
|
|
|
|
|
2. Matters Concerning Equity Method
|
|
|
|
|
|
Number of affiliate companies
|
|
|
accounted for by the equity method:
|
|
7
|
|
|
|
Name of principal affiliate companies accounted for by the equity method:
|
|
|
|
Imation Corporation
|
|
|
BT Magnet-Technologie GmbH
|
|
|
Semiconductor Energy Laboratory Co., Ltd.
|
|
|
|
|
|
3. Significant Accounting Policies
|
|
|
(1) Standards for preparation of consolidated financial statements:
The Companys consolidated financial statements are prepared in conformity with the terms,
presentation and preparation method based on the accounting principles generally accepted in
the United States (US GAAP), pursuant to Article 148, Paragraph 1 of the Corporate Accounting
Regulations of Japan. However, some accounting notes required by US GAAP have been omitted
herein in conformity with Article 148, Paragraph 1 of the Corporate Accounting Regulations.
(2) Valuation standards and methods for inventories:
Products and work in progress are valued at the lower of cost or market using a periodic
average method, and raw materials and supplies are valued at the lower of cost or market using
a moving-average cost method.
(3) Valuation standards and methods for securities are as follows:
Statement of Financial Accounting Standards (SFAS) No.115, Accounting for Certain
Investments in Debt and Equity Securities is adopted.
Securities for sale:
Carried at fair value based on stock market prices as of the balance sheet date with
changes in unrealized holding gain or loss, net of the applicable income taxes, included
directly in stockholders equity. The cost of securities sold is primarily calculated by
the moving-average method.
- 29 -
(4) Method for depreciating noncurrent assets:
Property, plant and equipment:
Depreciation of property, plant and equipment of the Company, its domestic consolidated
subsidiaries and certain overseas consolidated subsidiaries is principally computed by
the declining-balance method, and by the straight-line method for assets of other
overseas consolidated subsidiaries.
Intangible assets:
Amortization of intangible assets is computed by the straight-line method. (Provided,
however, that, in respect of some intangible assets, useful lives of which cannot be
specified under SFAS No.142 Goodwill and Other Intangible Assets, they are no longer
amortized but instead are tested for impairment at least annually.)
(5) Accounting basis of principal allowances:
Allowance for doubtful receivables:
In order to prepare for losses from bad debts on accounts receivable, the Companies
state an estimated uncollectible amount, in consideration of the historical bad
debt ratio with respect to doubtful receivables in general, and individual
estimates of the possibility of collection with respect to specific doubtful
receivables.
Retirement and severance benefits:
In order to prepare for the future payment of retirement and severance benefits
payable to employees, the Companies state an amount calculated based on the fair
value of retirement benefit obligations and plan assets as of March 31, 2008, in
accordance with SFAS No. 87, Employers Accounting for Pensions and SFAS No. 158
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans.
Unrecognized prior service costs of employees are amortized using the straight-line
method over the average remaining service period of employees.
With respect to unrecognized actuarial net losses, the part exceeding the amount
equivalent to 10% of the fair value of retirement and severance benefits or plan
assets, whichever is larger, is amortized using the straight-line method over the
average remaining service period of employees.
(6) Accounting method of consumption tax, etc.:
Consumption taxes are valued at amounts exclusive of consumption tax.
(7) Goodwill:
Under SFAS No.142, Goodwill and Other Intangible Assets, goodwill is no longer amortized
but instead is tested for impairment at least annually.
(8) Taxes
The accounting treatment of income taxes and others are done by the asset and liability
method, by which the difference between accounting assets and liabilities and tax assets
and liabilities, and the future deferred tax amount related to write offs of deferred
taxes and losses are recognized as deferred tax assets and liabilities.
Further, the Company applies the Financial Accounting Standards Board Interpretation No.
48 (FIN48) Accounting for Uncertainty in Income Taxes. Such interpretation provides
that the possibility of recognition by the tax authorities are higher for standards of
income tax returns recognizing uncertain tax benefits in consolidated financial statements,
- 30 -
and provides direction on methods of determining income taxes satisfying the
applicable recognition standard.
[Notes to Consolidated Balance Sheet]
|
|
|
|
|
|
|
|
|
|
|
1.
|
Allowance for doubtful receivables:
|
|
¥3,982 million
|
|
|
|
|
|
|
2.
|
Accumulated amount of depreciation
of property, plant and equipment:
|
|
¥518,851 million
|
|
3.
|
|
Other comprehensive income includes changes in foreign currency conversion
adjustments, pension liability adjustments and net unrealized gains (losses) on
securities.
|
|
4.
|
|
Assets pledged as collateral:
|
|
(1)
|
|
The Company has pledged buildings amounting to ¥1,214 million and
land amounting to ¥898 million (both are book values) as collateral for long-term
debts including debts scheduled for payment within one year, amounting to ¥165
million from financial institutions.
|
|
|
(2)
|
|
The Company has pledged investments in securities amounting to
¥990 million as collateral to Tokyo Customs and others in order to extend the due
date of tariffs.
|
|
5.
|
|
Guaranteed liabilities:
|
|
|
|
The Company has guaranteed liabilities with respect to loans owed by
employees for the purchase of their houses. If they default on
payments, the maximum payment obligations borne by the Company will be
¥4,764 million before discounts.
|
[Note to Per-Share Data]
|
|
|
|
|
|
|
Net income available to common stockholders:
|
|
|
¥71,461
|
|
|
million
|
|
|
|
|
|
|
|
Weighted average common shares outstanding Basic:
|
|
|
129,525
|
|
|
thousand shares
|
Effect of dilutive stock options:
|
|
|
124
|
|
|
thousand shares
|
Weighted average common shares outstanding Diluted:
|
|
|
129,649
|
|
|
thousand shares
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
Basic:
|
|
|
¥551.72
|
|
|
|
Diluted:
|
|
|
¥551.19
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
¥5,556.77
|
|
|
|
|
|
|
|
|
|
|
Total number of common shares outstanding:
|
|
|
129,590
|
|
|
thousand shares
|
Treasury stock : 634 thousand shares
|
|
|
|
|
|
|
Issued number of common shares:
|
|
|
128,955
|
|
|
thousand shares
|
[Notes regarding Business Combinations, etc.]
(1) New affiliate companies accounted for by the equity method
In August 2007, to enhance competitiveness, the Company transferred its
Recording Media Division to Imation Corp. for 16.6% of issued Imation common stock.
As a result of further acquisition of issued Imation common stock, the Company became
an affiliated company of Imation Corp. with a 20.1% equity ownership in December 2007.
(2) Additional acquisition of subsidiary shares
In an attempt to accelerate the decision making process in TDK Groups battery
and other related businesses, and to aim for continuous growth by cost reduction
rationalization, in November 2007, the Company acquired an additional 37.5% interest
in its subsidiary,
- 31 -
Densei Lambda Corp., in common stock and stock acquisition rights
by a takeover bid for a total amount of 14,525,000,000 yen. Further, the Company acquired common shares subject to
wholly call (
zenbu-shutoku-joko-tsuki-kabushiki
) (3.7% of issued shares) for a total of
1,330,000,000 yen, making the same company the Companys wholly-owned subsidiary.
(3) Acquisition of subsidiaries
In November 2007, pursuant
to an agreement to acquire 74.3% of the issued common
shares of Magnecomp Precision Technology Public Company Limited (Magnecomp)
(Headquarters: Thailand) for a price of 123,000,000 US Dollars, the Company acquired
64.3% of Magnecomps issued common stock, making such company a consolidated
subsidiary of our Company. Further, the remaining 10% will be acquired in June of
2009. The purpose of the acquisition was to enhance competitiveness of the magnetic
head operation by acquiring as a subsidiary, a company with technological strengths in
the HDD suspension field.
Moreover, the Company has an 89% of the votes as of March 2008, having conducted a takeover
bid and market acquisition of shares to make Magnecomp a wholly-owned subsidiary of
the Company.
- 32 -
Attached Document (6)
NON-CONSOLIDATED BALANCE SHEET
(As of March 31, 2008)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
|
|
Amount
|
|
|
Item
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ASSETS)
|
|
|
(¥ in millions)
|
|
|
(LIABILITIES)
|
|
|
(¥ in millions )
|
|
|
Current Assets
|
|
|
|
140,915
|
|
|
|
Current Liabilities
|
|
|
|
109,470
|
|
|
|
Cash and deposits with banks
|
|
|
|
10,522
|
|
|
|
Trade payables - accounts
|
|
|
|
44,132
|
|
|
|
Trade
receivables - notes
|
|
|
|
3,139
|
|
|
|
Short-term debt
|
|
|
|
15,028
|
|
|
|
Trade
receivables - accounts
|
|
|
|
74,715
|
|
|
|
Accounts payable
|
|
|
|
15,480
|
|
|
|
Products and merchandise
|
|
|
|
13,402
|
|
|
|
Accrued expenses
|
|
|
|
11,106
|
|
|
|
Raw materials and supplies
|
|
|
|
7,546
|
|
|
|
Accrued income taxes
|
|
|
|
5,135
|
|
|
|
Work in process
|
|
|
|
7,243
|
|
|
|
Deposits received
|
|
|
|
18,427
|
|
|
|
Advance payments
|
|
|
|
5,747
|
|
|
|
Allowance for directors
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
4,110
|
|
|
|
bonus
|
|
|
|
147
|
|
|
|
Accrued revenue
|
|
|
|
10,161
|
|
|
|
Other current liabilities
|
|
|
|
11
|
|
|
|
Other current assets
|
|
|
|
4,413
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful
|
|
|
|
|
|
|
|
Noncurrent Liabilities
|
|
|
|
17,395
|
|
|
|
receivables
|
|
|
|
(88
|
)
|
|
|
Retirement and severance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
benefits
|
|
|
|
16,898
|
|
|
|
Noncurrent Assets
|
|
|
|
403,821
|
|
|
|
Directors and Company
|
|
|
|
|
|
|
|
Net
property, plant and
equipment
|
|
|
|
145,175
|
|
|
|
Auditors retirement
allowance
|
|
|
|
211
|
|
|
|
Buildings
|
|
|
|
35,526
|
|
|
|
Other noncurrent liabilities
|
|
|
|
285
|
|
|
|
Structures
|
|
|
|
1,846
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
|
72,788
|
|
|
|
(Total Liabilities)
|
|
|
|
126,866
|
|
|
|
Vehicles, tools, furniture
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and fixtures
|
|
|
|
4,628
|
|
|
|
(NET ASSETS)
|
|
|
|
|
|
|
|
Land
|
|
|
|
15,195
|
|
|
|
Stockholders equity
|
|
|
|
417,376
|
|
|
|
Construction in progress
|
|
|
|
15,190
|
|
|
|
Common Stock
|
|
|
|
32,641
|
|
|
|
Intangible assets
|
|
|
|
23,665
|
|
|
|
Capital Surplus
|
|
|
|
59,256
|
|
|
|
Patent rights
|
|
|
|
21,046
|
|
|
|
Additional paid-in capital
|
|
|
|
59,256
|
|
|
|
Software
|
|
|
|
2,393
|
|
|
|
Retained earnings
|
|
|
|
332,074
|
|
|
|
Other intangible fixed assets
|
|
|
|
225
|
|
|
|
Legal reserve
|
|
|
|
8,160
|
|
|
|
Investments and advances
|
|
|
|
234,980
|
|
|
|
Other retained earnings
|
|
|
|
323,914
|
|
|
|
Investments in securities
|
|
|
|
17,208
|
|
|
|
Special depreciation
|
|
|
|
|
|
|
|
Shares of subsidiaries
|
|
|
|
174,726
|
|
|
|
reserve
|
|
|
|
480
|
|
|
|
Investment in subsidiaries
|
|
|
|
9,092
|
|
|
|
Reserve for deferred
|
|
|
|
|
|
|
|
Long-term loans receivable
|
|
|
|
266
|
|
|
|
income taxes
|
|
|
|
484
|
|
|
|
Long-term prepaid expenses
|
|
|
|
13,422
|
|
|
|
General reserve
|
|
|
|
306,053
|
|
|
|
Advance payment of pension
|
|
|
|
|
|
|
|
Retained earnings carried
|
|
|
|
|
|
|
|
expenses
|
|
|
|
7,445
|
|
|
|
forward
|
|
|
|
16,896
|
|
|
|
Long-term deferred tax assets
|
|
|
|
12,000
|
|
|
|
Treasury stock
|
|
|
|
(6,597
|
)
|
|
|
Other investments
|
|
|
|
1,334
|
|
|
|
Valuation and translation
|
|
|
|
|
|
|
|
Allowance for doubtful
|
|
|
|
|
|
|
|
adjustments
|
|
|
|
(64
|
)
|
|
|
receivables
|
|
|
|
(516
|
)
|
|
|
Unrealized gains (losses) on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other securities
|
|
|
|
(64
|
)
|
|
|
|
|
|
|
|
|
|
|
Stock acquisition rights
|
|
|
|
558
|
|
|
|
|
|
|
|
|
|
|
|
(Total Net Assets)
|
|
|
|
417,870
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets:
|
|
|
|
544,736
|
|
|
|
Total Liabilities and Net
|
|
|
|
544,736
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Amounts less than 1 million have been rounded down to the nearest unit.
- 33 -
Attached Document (7)
NON-CONSOLIDATED STATEMENT OF INCOME
|
|
|
|
|
|
(
|
From: April 1, 2007
To: March 31, 2008
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
(¥ in millions )
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
|
353,034
|
|
|
|
Cost of Sales
|
|
|
|
277,848
|
|
|
|
Gross Profit
|
|
|
|
75,186
|
|
|
|
Selling, General and Administrative Expenses
|
|
|
|
69,736
|
|
|
|
Operating Income
|
|
|
|
5,450
|
|
|
|
|
|
|
|
|
|
|
|
Non-Operating Income
|
|
|
|
32,456
|
|
|
|
Non-Operating Expenses
|
|
|
|
21,118
|
|
|
|
Current Income
|
|
|
|
16,787
|
|
|
|
|
|
|
|
|
|
|
|
Extraordinary Profit
|
|
|
|
21,510
|
|
|
|
Gain on sales of fixed assets
|
|
|
|
49
|
|
|
|
Gain on business transfer to Imation Corp.
|
|
|
|
18,511
|
|
|
|
Others
|
|
|
|
2,949
|
|
|
|
|
|
|
|
|
|
|
|
Extraordinary Loss
|
|
|
|
30,085
|
|
|
|
Prior years price adjustment of products
|
|
|
|
3,286
|
|
|
|
Loss on disposal of fixed assets
|
|
|
|
994
|
|
|
|
Loss from write-down of affiliated company
|
|
|
|
24,094
|
|
|
|
Others
|
|
|
|
1,711
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes
|
|
|
|
8,212
|
|
|
|
Income taxes
- current
|
|
|
|
10,206
|
|
|
|
Prior-year income taxes, etc.
|
|
|
|
(1,751
|
)
|
|
|
Income taxes
- deferred
|
|
|
|
542
|
|
|
|
Net Income
|
|
|
|
(785
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Amounts less than 1 million have been rounded down to the nearest unit.
- 34 -
Attached Document (8)
NON-CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
|
|
|
|
|
(
|
|
From: April l, 2007
|
|
)
|
|
To: March 31, 2008
|
|
(¥ in millions )
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
|
|
|
|
|
Common
stock
|
|
|
|
Capital surplus
|
|
|
|
Legal reserve
|
|
|
|
|
Treasury
stock
|
|
|
|
|
Total
stockholders
equity
|
|
|
|
|
|
|
|
|
|
|
|
Additional
paid-in
capital
|
|
|
|
|
Total
capital
surplus
|
|
|
|
|
Retained
earnings
|
|
|
|
Other retained earnings
|
|
|
|
Total
retained
earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special
depreci-
ation
reserve
|
|
|
|
|
Reserve
for
deferred
income
taxes
|
|
|
|
|
General
reserve
|
|
|
|
|
Retained
earnings
carried
forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2007
|
|
|
|
32,641
|
|
|
|
|
59,256
|
|
|
|
|
59,256
|
|
|
|
|
8,160
|
|
|
|
|
618
|
|
|
|
|
484
|
|
|
|
|
306,053
|
|
|
|
|
70,970
|
|
|
|
|
386,286
|
|
|
|
|
(5,971
|
)
|
|
|
|
472,214
|
|
|
|
Change during the fiscal year
under review
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from surplus
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(15,683
|
)
|
|
|
|
(15,683
|
)
|
|
|
|
-
|
|
|
|
|
(15,683
|
)
|
|
|
Reserve for special
depreciation reserve
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
92
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(92
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
Reversal of reserve for
special depreciation reserve
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(229
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
229
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
Net loss
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(785
|
)
|
|
|
|
(785
|
)
|
|
|
|
-
|
|
|
|
|
(785
|
)
|
|
|
Purchase of treasury stock
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(39,250
|
)
|
|
|
|
(39,250
|
)
|
|
|
Retirement of treasury stock
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(37,409
|
)
|
|
|
|
(37,409
|
)
|
|
|
|
37,409
|
|
|
|
|
-
|
|
|
|
Disposition of treasury stock
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(333
|
)
|
|
|
|
(333
|
)
|
|
|
|
1,215
|
|
|
|
|
881
|
|
|
|
Net change of items other than
stockholders equity
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
Total change during the fiscal
year under review
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(137
|
)
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(54,074
|
)
|
|
|
|
(54,212
|
)
|
|
|
|
(625
|
)
|
|
|
|
(54,837
|
)
|
|
|
Balance as of March 31, 2008
|
|
|
|
32,641
|
|
|
|
|
59,256
|
|
|
|
|
59,256
|
|
|
|
|
8,160
|
|
|
|
|
480
|
|
|
|
|
484
|
|
|
|
|
306,053
|
|
|
|
|
16,896
|
|
|
|
|
332,074
|
|
|
|
|
(6,597
|
)
|
|
|
|
417,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation and translation adjustments
|
|
|
|
|
Stock acquisition
rights
|
|
|
|
|
Total net assets
|
|
|
|
|
|
|
Net unrealized
|
|
|
|
Total valuation and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gains on other
|
|
|
|
translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
securities
|
|
|
|
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2007
|
|
|
|
2,923
|
|
|
|
|
2,923
|
|
|
|
|
228
|
|
|
|
|
475,366
|
|
|
|
Change during the fiscal year
under review
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from surplus
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(15,683
|
)
|
|
|
Reserve for special
depreciation reserve
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
Reversal of reserve for
special depreciation reserve
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(785
|
)
|
|
|
Purchase of treasury stock
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
(39,250
|
)
|
|
|
Retirement of treasury stock
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
Disposition of treasury stock
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
|
881
|
|
|
|
Net change of items other than
stockholders equity
|
|
|
|
(2,987
|
)
|
|
|
|
(2,987
|
)
|
|
|
|
330
|
|
|
|
|
(2,657
|
)
|
|
|
Total change during the fiscal
year under review
|
|
|
|
(2,987
|
)
|
|
|
|
(2,987
|
)
|
|
|
|
330
|
|
|
|
|
(57,495
|
)
|
|
|
Balance as of March 31, 2008
|
|
|
|
(64
|
)
|
|
|
|
(64
|
)
|
|
|
|
558
|
|
|
|
|
417,870
|
|
|
|
|
Note:
|
|
Amounts less than 1 million have been rounded down to the nearest unit.
|
- 35 -
Attached Document (9)
LIST OF NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
1.
|
|
Matters Concerning Principal Accounting Principles
|
|
(1)
|
|
Valuation standards and methods of securities:
|
|
(i)
|
|
Shares of subsidiaries and affiliate companies:
|
|
|
|
|
Valued at cost using the moving-average method.
|
|
|
(ii)
|
|
Other securities:
|
|
|
|
|
Marketable securities:
|
|
|
|
|
Carried at fair value based on stock market prices as of the balance sheet date with
changes in unrealized holding gain or loss, net of the applicable income taxes,
included directly in net assets. The cost of securities sold is primarily calculated
by the moving-average method.
|
|
|
|
|
Non-marketable securities:
|
|
|
|
|
Valued at cost using the moving-average method.
|
|
(2)
|
|
Valuation standards and methods for derivatives:
|
|
(3)
|
|
Valuation standards and methods for inventories:
|
|
(i)
|
|
Products and merchandise, work in progress:
|
|
|
|
|
Valued at the lower of cost or market using the periodic average method.
|
|
|
(ii)
|
|
Raw materials and supplies:
|
|
|
|
|
Valued at the lower of cost or market using the monthly moving-average method.
|
|
(4)
|
|
Method for depreciating fixed assets:
|
|
(i)
|
|
Property, plant and equipment:
|
|
|
|
|
Depreciation of buildings (other than facilities attached to buildings) is principally
computed using the straight-line method, and depreciation of property other than
buildings is principally computed using the declining-balance method.
|
|
|
|
|
The estimated useful lives of assets are as follows:
|
|
|
|
Buildings
|
|
3 to 50 years
|
Machinery and equipment
|
|
4 to 22 years
|
|
(ii)
|
|
Intangible assets:
|
|
|
|
|
Amortization of intangible assets is computed using the straight-line method.
|
|
|
|
|
Amortization of software for in-house use is computed using the straight-line method based on the useful life (5 years)
within the Company.
|
|
(5)
|
|
Accounting basis of principal allowances:
|
|
(i)
|
|
Allowance for doubtful receivables:
|
|
|
|
|
In order to prepare for losses from bad debts, the Company states an estimated
uncollectible amount, in consideration of the historical bad debt ratio with respect to
doubtful receivables in general, and individual estimates of the possibility of
collection with respect to specific doubtful receivables.
|
- 36 -
|
(ii)
|
|
Allowance for directors bonus:
|
|
|
|
|
The Company states an amount required to pay bonuses to directors and
company auditors based on the estimated amount for the business year under
review.
|
|
|
(iii)
|
|
Retirement and severance benefits (prepaid pension expenses):
|
|
|
|
|
The Company states estimated amounts for each retirement allowance system
based on expected benefit obligations and plan assets as of March 31, 2008.
|
|
|
|
|
Actuarial gains and losses are amortized from the next business year
following the year in which such gains and losses are incurred using the
straight-line method over the average remaining service period of employees.
Prior service costs of employees are amortized in the year in which such costs
are incurred using the straight-line method over the average remaining service
period of employees.
|
|
|
(iv)
|
|
Directors and Company Auditors retirement allowance:
|
|
|
|
|
In order to prepare for future payments of retirement allowances for Directors and
Company Auditors when they resign, the Company states an amount required at the end of
the business year concerned in accordance with the internal regulations of the Company.
However, the Company stopped providing for retirement allowances for Directors from the
day after the 106th Ordinary General Meeting of Shareholders following a resolution
passed by the Board of Directors. Furthermore, the Board of Company Auditors on March
22, 2007 decided to stop providing for retirement allowances for Company Auditors from
the day after the 111
th
Ordinary General Meeting of Shareholders. Amounts
already reserved for Directors and Company Auditors shall be paid when the Director or
Company Auditor in question retires upon resolution of the Ordinary General Meeting of
Shareholders.
|
|
(6)
|
|
Method of accounting for lease transactions:
|
|
|
|
Finance leases, except for those in which ownership is deemed to be transferred to the
lessee, are accounted for as operating leases, that is, the rental of property.
|
|
|
(7)
|
|
Method of accounting for consumption tax, etc.:
|
|
|
|
|
Consumption taxes are not included in income and expenses.
|
2.
|
|
Notes to Non-Consolidated Balance Sheet
|
|
|
|
|
|
|
|
(1)
|
|
Assets pledged as collateral:
|
|
|
Investment securities
|
|
¥990 million
|
|
|
|
|
*Provided to Tokyo Customs and others in order to extend the due date for tariffs.
|
|
|
|
|
|
|
|
(2)
|
|
Accumulated depreciation for property, plant and equipment:
|
|
¥306,890 million
|
|
|
|
|
Accumulated impairment losses are included in accumulated depreciation.
|
(3)
|
|
Contingent liabilities including guaranteed liabilities:
|
|
|
Outstanding guaranteed liabilities
|
|
¥4,729 million
|
|
|
|
|
|
|
|
|
|
|
|
* These are guarantees for housing loans owed by Company employees.
|
|
|
|
|
|
|
|
(4)
|
|
Amounts due from and to affiliate companies:
|
|
|
(1) Short-term credits
|
|
¥53,809 million
|
|
|
|
|
(2) Long-term credits
|
|
¥232 million
|
|
|
|
|
(3) Short-term debts
|
|
¥53,030 million
|
|
|
|
(5)
|
|
There are no amounts due from or to Directors and Company Auditors.
|
3.
|
|
Notes to Non-Consolidated Statement of Income
|
|
|
|
Transactions with affiliate companies:
|
|
|
(1) Sales to affiliate companies:
|
|
¥219,952 million
|
|
|
|
|
(2) Purchases from affiliate companies:
|
|
¥181,785 million
|
|
|
- 37 -
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
Non-operating transactions
with affiliate companies:
|
|
¥33,594 million
|
|
4.
|
|
Notes to Non-Consolidated Statement of Stockholders Equity
|
(1)
|
|
Matters concerning the issued number of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of shares
|
|
|
Number of shares as of
March 31, 2007
|
|
|
Number of shares
increased during the
business year under
review
|
|
|
Number of shares
decreased during the
business year under
review
|
|
|
Number of shares as of
March 31, 2008
|
|
|
Shares of common stock
|
|
|
133,189
thousand shares
|
|
|
--
|
|
|
3,599
thousand shares
|
|
|
129,590
thousand shares
|
|
|
Note: The decrease in the issued number of shares represents the cancellation of treasury stock
due to a Board of Directors resolution.
(2)
|
|
Matters concerning the number of treasury stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of shares
|
|
|
Number of shares as of
March 31, 2007
|
|
|
Number of shares
increased during the
business year under
review
|
|
|
Number of shares
decreased during the
business year under
review
|
|
|
Number of shares as of
March 31, 2008
|
|
|
Shares of common stock
|
|
|
755
thousand shares
|
|
|
3,601
thousand shares
|
|
|
3,721
thousand shares
|
|
|
634
thousand shares
|
|
|
Note: The increase in the number of treasury stock represents an increase of 3,599 thousand shares
due to the purchase of the Companys shares of treasury stock by resolution of the Board of
Directors and an increase of 2 thousand shares due to the purchase of shares less than one unit.
The decrease in the number of treasury stock represents a decrease of 3,599 thousand shares due to
the cancellation of treasury stock due to a Board of Directors resolution, a decrease of 121
thousand shares due to the exercise of stock options, and a decrease of 1 thousand shares due to
the secondary market sale of shares less than one unit.
(3)
|
|
Matters concerning dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Resolutions
|
|
|
Type of shares
|
|
|
Total amount of
dividends
(¥ in millions)
|
|
|
Dividend
per share
(Yen)
|
|
|
Record date
|
|
|
Effective date
|
|
|
Ordinary General
Meeting of
Shareholders held on
June 28, 2007
|
|
|
Shares of
common stock
|
|
|
7,946
|
|
|
60
|
|
|
March 31, 2007
|
|
|
June 29, 2007
|
|
|
Meeting of the Board
of Directors held on
October 31, 2007
|
|
|
Shares of
common stock
|
|
|
7,737
|
|
|
60
|
|
|
September 30, 2007
|
|
|
December 6, 2007
|
|
|
|
|
|
Dividends for which the effective date will be in the next business year, while the
record date was during the business year under review:
|
The Company will propose the following item to the Ordinary General Meeting of Shareholders to
be held on June 27, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of shares
|
|
|
Total amount of
dividends
(¥ in millions)
|
|
|
Dividend source
|
|
|
Dividend per share
(Yen)
|
|
|
Record date
|
|
|
Effective date
|
|
|
Shares of
common stock
|
|
|
9,026
|
|
|
Retained
earnings
|
|
|
70
|
|
|
March 31, 2008
|
|
|
June 30, 2008
|
|
|
(4)
|
|
Matters concerning stock acquisition rights:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of shares issued upon
|
|
|
Number of shares issued upon
|
|
|
Date of issue
|
|
|
exercise of stock acquisition rights
|
|
|
exercise of stock acquisition rights
|
|
|
August 6, 2006
|
|
|
Shares of common stock
|
|
|
20,300 shares
|
|
|
July 8, 2007
|
|
|
Shares of common stock
|
|
|
14,700 shares
|
|
|
- 38 -
|
|
|
Note:
|
|
The number of shares issued upon exercise of stock acquisition rights excludes shares for
which the first day of the exercise period of stock acquisition rights has not arrived.
|
5.
|
|
Notes Concerning Tax Effect Accounting
|
Breakdown of significant components of deferred tax assets and deferred tax liabilities are as
follows:
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
Retirement and severance benefits:
|
|
¥13,672 million
|
Accrued expenses:
|
|
¥2,581 million
|
Exceeding amount of amortization:
|
|
¥4,083 million
|
Deemed dividend:
|
|
¥1,813 million
|
Loss from write-down of affiliated company
|
|
¥9,877 million
|
Other:
|
|
¥2,314 million
|
|
Subtotal:
|
|
¥34,340 million
|
Valuation allowance:
|
|
(¥12,352 million)
|
|
Total deferred tax assets
|
|
¥21,988 million
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
Gain on retirement benefit trust:
|
|
(¥5,193 million)
|
Special depreciation reserve:
|
|
(¥325 million)
|
Reserve for deferred income taxes:
|
|
(¥323 million)
|
Other:
|
|
(¥37 million)
|
|
Total:
|
|
(¥5,878 million
|
|
Net deferred tax liabilities:
|
|
¥16,110 million
|
|
6.
|
|
Notes Concerning Fixed Assets Used Under Leasing Agreements
|
|
|
|
In addition to the fixed assets stated on the accompanying non-consolidated balance sheet,
the main assets used under leasing agreements are electronic calculators and peripheral
equipment.
|
|
7.
|
|
Notes Concerning Transactions with Related Parties
|
Subsidiaries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Relationship
|
|
|
Relationship
|
|
|
Name
|
|
|
Capital or
investment
|
|
|
Business or
occupation
|
|
|
Percentage of
votes held by the
Company
|
|
|
Concurrently
holding office
as officers
|
|
|
Business
relations
|
|
|
Subsidiary
|
|
|
TDK-MCC Corporation
|
|
|
¥1,000 million
|
|
|
Manufacture of
electronic materials
& components
|
|
|
|
100
|
%
|
|
|
None
|
|
|
Manufacture
of the
Companys
products
|
|
|
Subsidiary
|
|
|
SAE Magnetics (Hong
Kong) Limited
(Hong Kong)
|
|
|
HK$50 thousand
|
|
|
Manufacture and
sale of electronic
materials &
components
|
|
|
|
100
|
%
|
|
|
1 officer
|
|
|
Manufacture
and sale of the
Companys
products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
|
Transaction
|
|
|
Transaction amount
(Millions of yen)
|
|
|
Item
|
|
|
Balance as of March
31, 2008
(¥in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TDK-MCC Corporation
|
|
|
Purchase of products
|
|
|
|
50,162
|
|
|
|
Trade payable
|
|
|
|
7,984
|
|
|
|
|
|
(Note 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipt of rental fees
|
|
|
|
9,874
|
|
|
|
Accrued revenue
|
|
|
|
826
|
|
|
|
|
|
of equipment (Note 2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAE Magnetics (Hong
|
|
|
Sale of products
|
|
|
|
35,784
|
|
|
|
Trade receivable,
|
|
|
|
4,236
|
|
|
|
Kong) Limited
(Hong Kong)
|
|
|
(Note 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receipt of fees for
|
|
|
|
7,200
|
|
|
|
Accrued revenue
|
|
|
|
1,899
|
|
|
|
|
|
|
technological
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consultation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing of working
|
|
|
|
10,019
|
|
|
|
Short-term debt
|
|
|
|
10,019
|
|
|
|
|
|
|
capital (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior years price
|
|
|
|
3,073
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
adjustment of products
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 39 -
Terms of transactions or policies for determining them:
|
|
|
|
|
|
Notes:
|
|
1.
|
|
|
Purchases and sales of products are determined with reference to the market value.
|
|
|
2.
|
|
|
The receipt of equipment rental fees is determined by agreements, based on
depreciation of leased equipment plus incidental costs.
|
|
|
3.
|
|
|
Fees for technological consultation are determined by agreements based on the
sales history.
|
|
|
4.
|
|
|
Funds are borrowed from subsidiaries as necessary depending on the funding
situation. The interest rate is set by agreement of both parties with reference to the
market interest rate.
|
|
|
5.
|
|
|
The adjustment amount relating to product transactions that had to be paid
for based on determination of objection by the tax authorities.
|
8.
|
|
Notes Concerning Per-Share Data
|
|
|
|
|
|
(1) Book-value per share:
|
|
|
¥3,236.08
|
|
(2) Net loss per share:
|
|
|
¥6.06
|
|
9.
|
|
Notes Concerning Retirement and Severance Benefits
|
(1) Retirement and Severance Benefits:
|
|
Components of retirement and severance benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112th Business year
|
|
|
|
|
|
(As of March 31, 2008)
|
|
|
|
|
|
(¥ in millions)
|
|
|
(1) Retirement and severance benefit obligation
|
|
|
|
(165,080
|
)
|
|
|
(2) Plan assets
|
|
|
|
151,035
|
|
|
|
(3) Unfunded obligations for benefit obligation
(1) + (2)
|
|
|
|
(14,045
|
)
|
|
|
(4) Unrecognized actuarial loss (gain)
|
|
|
|
22,738
|
|
|
|
(5) Unrecognized prior service costs
|
|
|
|
(18,146
|
)
|
|
|
(6) Prepaid pension costs
|
|
|
|
7,445
|
|
|
|
(7) Accrued retirement and severance benefits
(3) + (4) + (5) - (6)
|
|
|
|
(16,898
|
)
|
|
|
|
|
Components of retirement benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112th Business year
|
|
|
|
|
|
(April 1, 2007- March 31, 2008)
|
|
|
|
|
|
(¥ in millions)
|
|
|
Retirement benefit costs
|
|
|
|
2,502
|
|
|
|
(1) Service cost
|
|
|
|
4,742
|
|
|
|
(2) Interest cost
|
|
|
|
3,581
|
|
|
|
(3) Expected return on plan assets
|
|
|
|
(5,300
|
)
|
|
|
(4) Amortization of prior service costs
|
|
|
|
(1,556
|
)
|
|
|
(5) Amortization of actuarial loss (gain)
|
|
|
|
527
|
|
|
|
(6) Extra benefits paid
|
|
|
|
508
|
|
|
|
|
|
Calculation basis of retirement and severance benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112th Business year
|
|
|
|
|
|
|
|
|
(As of March 31, 2008)
|
|
|
(1)
|
|
|
Discount rates
|
|
|
|
2.2
|
%
|
|
|
(2)
|
|
|
Expected rates of return on investment:
|
|
|
|
3.4
|
%
|
|
|
(3)
|
|
|
Distribution method of estimated amount of
retirement and severance benefits during the period
|
|
|
Period fixed amount standard
|
|
|
(4)
|
|
|
Amortization of prior service costs
|
|
|
Average remaining years of service of
the employees when incurred
|
|
|
(5)
|
|
|
Years to amortize actuarial gain/loss
|
|
|
Average remaining years of service of
the employees when incurred
|
|
|
- 40 -
(2) Gain on business transfer to Imation Corp.
The gain on business transfer to Imation Corp. is the gain on the transfer of TDKs
recording media sales business to Imation Corp.
(3) Prior years price adjustment of products:
The prior years price adjustment of products is the amount payable on product
transactions between the Company and certain overseas subsidiaries for adjusting transfer
pricing. The adjustments are made in accordance with the mutual agreement procedure
established between the tax authorities in Japan and countries in question and a
reinvestigation decision by the tax authorities regarding transfer pricing.
(4) Loss from write-down of affiliated company
The loss from write-down of affiliated company relates to the write down of overseas
subsidiary shares wholly owned by the Company.
(5) Prior-year income taxes, etc.
Prior-year income taxes is the amount of corporate income taxes and other additional tax
liabilities refunded due to the partial cancellation of correction notices relating mainly to
transfer pricing with respect to product transactions between the Company and certain Company
overseas subsidiaries.
- 41 -
Attached Document (10)
CERTIFIED COPY OF PUBLIC ACCOUNTANTS REPORT
FOR CONSOLIDATED STATUTORY REPORTS
[English Translation of the Auditors Report Originally Issued in the Japanese Language]
Independent Auditors Report
|
|
|
The Board of Directors
|
|
|
TDK Corporation
|
|
May 27, 2008
|
|
|
|
|
|
KPMG AZSA & Co.
|
|
|
|
|
|
Naoki Matsumoto (Seal)
|
|
|
Designated and Engagement Partner
|
Certified Public Accountant
|
|
Hideaki Koyama (Seal)
|
|
|
Designated and Engagement Partner
|
|
|
Certified Public Accountant
|
We have audited the consolidated statutory report, comprising the consolidated balance sheet, the
consolidated statement of income, the consolidated statement of stockholders equity and the
related notes of TDK Corporation for the year from April 1, 2007 to March 31, 2008 in accordance
with Article 444(4) of the Corporate Law. The consolidated statutory report is the responsibility
of the Companys management. Our responsibility is to express an opinion on the consolidated
statutory report based on our audit as independent auditors.
We conducted our audit in accordance with auditing standards generally accepted in Japan. Those
auditing standards require us to obtain reasonable assurance about whether the consolidated
statutory report is free of material misstatement. An audit is performed on a test basis, and
includes assessing the accounting principles used, the method of their application and estimates
made by management, as well as evaluating the overall presentation of the consolidated statutory
report. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated statutory report referred to above presents fairly, in all
material respects, the financial position and the results of operations of TDK Corporation and its
consolidated subsidiaries for the period, for which the consolidated statutory report was prepared,
in conformity with U.S. generally accepted accounting principles pursuant to the Article 148(1) of
the regulation on the Corporate Law (Refer to Note 3. Significant Accounting Policies (1)).
Our firm and engagement partners have no interest in the Company which should be disclosed pursuant
to the provisions of the Certified Public Accountants Law of Japan.
- 42 -
Attached Document (11)
CERTIFIED COPY OF PUBLIC ACCOUNTANTS REPORT
FOR NON-CONSOLIDATED STATUTORY REPORTS
[English Translation of the Auditors Report Originally Issued in the Japanese Language]
Independent Auditors Report
|
|
|
The Board of Directors
|
|
|
TDK Corporation
|
|
May 27, 2008
|
|
|
|
|
|
KPMG AZSA & Co.
|
|
|
|
|
|
Naoki Matsumoto (Seal)
|
|
|
Designated and Engagement Partner
|
|
|
Certified Public Accountant
|
|
|
Hideaki Koyama (Seal)
|
|
|
Designated and Engagement Partner
|
|
|
Certified Public Accountant
|
We have audited the statutory report, comprising the balance sheet, the statement of income,
the statement of changes in net assets and the related notes, and its supporting schedules of TDK
Corporation as of March 31, 2008 and for the 112th business year from April 1, 2007 to March 31,
2008 in accordance with Article 436(2)
of the Corporate Law. The statutory report and supporting
schedules are the responsibility of the Companys management. Our responsibility is to express an
opinion on the statutory report and supporting schedules based on our audit as independent
auditors.
We conducted our audit in accordance with auditing standards generally accepted in Japan.
Those auditing standards require us to obtain reasonable assurance about whether the statutory
report and supporting schedules are free of material misstatement. An audit is performed on a test
basis, and includes assessing the accounting principles used, the method of their application and
estimates made by management, as well as evaluating the overall presentation of the statutory
report and supporting schedules. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the statutory report and supporting schedules referred to above present
fairly, in all material respects, the financial position and the results of operations of TDK
Corporation for the period, for which the statutory report and supporting schedules were prepared,
in conformity with accounting principles generally accepted in Japan.
Our firm and engagement partners have no interest in the Company which should be disclosed
pursuant to the provisions of the Certified Public Accountants Law of Japan.
- 43 -
Attached Document (12)
CERTIFIED COPY OF AUDIT REPORT OF BOARD OF COMPANY AUDITORS
Audit Report of Board of Company Auditors
The board of company auditors(Board) of TDK Corporation (Company) has reviewed and
discussed the audit report prepared by each company auditor with respect to the execution of the
duties by the directors during the 112th business year commencing on April 1, 2007 and ending on
March 31, 2008 and prepared the following audit report of the Board.
1.
|
|
Means and methods of audits employed by the company auditors and the Board.
|
The Board established audit policies, allocation of duties and other relevant matters;
received reports from each company auditor regarding their execution of audits and results thereof,
as well as reports from directors, etc. and the accounting auditors regarding the execution of
their duties; and sought explanations as necessary.
Each company auditor conducted audits in accordance with the audit policies, schedules,
allocation of duties and other relevant matters established by the Board for the relevant business
year; communicated with the directors, accounting auditors, internal audit group and other
employees; made efforts to develop the audit environment and collect information; participated in
the meetings of the board of directors and other important meetings; received reports from the
directors and employees regarding the execution of their duties; sought explanations as necessary;
examined important approval records and associated information; and investigated the status of the
operations and property at the head office and other principal offices. In addition, the company
auditors reviewed the contents of the resolution of the board of directors with respect to the
development of systems necessary to ensure that the execution of the duties by the directors
complies with the laws and regulations and the articles of incorporation, and other systems,
prescribed under item 6 of section 4 of article 362 of the Companies Act and under section 1 and
section 3 of article 100 of the enforcement regulations of the Companies Act; and monitored and
verified the operations of the system developed based on such resolution (Internal Control
System). With respect to subsidiaries, the company auditors communicated and exchanged information
with their directors and company auditors and received business reports from subsidiaries as
necessary. Based on the above means and methods, the company auditors examined the business reports
and the supplementary schedules thereof for the relevant business year.
Furthermore, while monitoring and verifying whether the accounting auditors maintained their
independence and implemented appropriate audits, the company auditors received reports from them
regarding the execution of their duties and sought explanations as necessary. In addition, the
company auditors received a notice from the accounting auditors that they have developed the
systems necessary to ensure proper execution of duties, prescribed under Article 159 of the
Company Accounting Regulations, in accordance with the Quality Management Standards Regarding
Audits, published by the Business Accounting Council, as of October 28, 2005, and other relevant
standards and sought explanations as necessary. Based on the above means and methods, the company
auditors examined the financial statements (balance sheet, income statement, statements of changes
in stockholders equity and notes to the financial statements) and the supplementary schedules
thereof as well as the consolidated financial statements (consolidated balance sheet, consolidated
income statement, consolidated statements of changes in stockholders equity and notes to the
consolidated financial statements) for the relevant business year.
- 44 -
(1)
|
|
Results of audits of the business reports and other subjects
|
|
i
|
|
The Board has confirmed that the business reports and the supplementary schedules
thereof accurately indicate the status of the assets and profits and losses of the Company
in compliance with applicable laws and regulations and the articles of incorporation.
|
|
|
ii
|
|
The Board has found no misconduct or material facts in violation of laws and
regulations or the articles of incorporation in connection with the execution of the
duties by the directors.
|
|
|
iii
|
|
The Board has confirmed that the content of the resolution of the board of directors
regarding the Internal Control System is appropriate and there is no matter on which to
remark in regard to the execution of the duties by the directors regarding the Internal
Control System.
|
(2)
|
|
Results of audits of the financial statements and the supplementary schedules thereof
|
The Board has confirmed that the methods and results of the audits employed by the accounting
auditors, audit firm of KPMG AZSA & Co., are appropriate.
(3)
|
|
Results of audits of the consolidated financial statements
|
The Board has confirmed that the methods and results of the audits employed by the accounting
auditors, audit firm of KPMG AZSA & Co., are appropriate.
May 28, 2008
|
|
|
|
|
|
|
Board of company auditors
TDK Corporation
|
|
|
|
|
|
|
|
Full-time company auditor
|
|
|
Masaaki Miyoshi
|
(Seal)
|
|
|
Full-time company auditor
|
|
|
Noboru Hara
|
|
(Seal)
|
|
|
Outside company auditor
|
|
|
Kaoru Matsumoto
|
|
(Seal)
|
|
|
Outside company auditor
|
|
|
Ryoichi Ohno
|
|
(Seal)
|
|
|
Outside company auditor
|
|
|
Yukio Yanase
|
|
(Seal)
|
|
|
|
(Note)
|
|
Note for English translation
|
|
|
Certain terms used in this report have meanings as defined in the Japanese Companies Act
and/or related regulations.
|
- 45 -
Reference Documents for the Ordinary General Meeting of Shareholders
|
|
|
First Item:
|
|
Appropriation of Retained Earnings
|
The Company would like to appropriate surplus as follows:
The Company gives a priority to returning earnings to its shareholders as an important
management issue. The Companys fundamental dividend policy is to consistently increase its
dividend by taking into consideration the level of return on equity (ROE), dividends on
equity (DOE) and business results on a consolidated basis, among other factors.
In addition to the proposed dividend, the Company proposes to allocate a portion of
retained earnings to its internal reserve, which the Company will use to make aggressive
investments for growth, mainly in the development of new products and technologies in key
fields so as to respond precisely to the rapid technological advances in the electronics
industry.
The Company proposes that a year-end dividend for the business year under review be as
provided below.
|
1.
|
|
Matters concerning year-end dividends:
|
|
|
|
Item concerning the allotment of dividend assets and the total amount thereof:
¥70 per share of common stock of the Company
Total amount: ¥9,026,901,520
|
* The total cash dividend is ¥130 per share, together with the interim dividend of ¥60
per share paid on December 6, 2007. It is a ¥20 per share increase compared with the
previous business year.
|
|
|
Date when a dividend of retained earning takes effect:
June 30, 2008
|
|
2.
|
|
Other matters related to appropriation of retained earning
|
|
(1)
|
|
Increasing retained earning items and the amount thereof
Earned retained earning carried forward ¥306,053,000,000
|
|
(2)
|
|
Decreasing retained earning items and the amount thereof
Reserve ¥306,053,000,000
|
|
|
|
Second Item:
|
|
Issuance of Stock Acquisition Rights as Stock Option Scheme
for Stock Compensation-Type Plan
|
The Company cordially requests the shareholders approval for delegating the issuance of
stock acquisition rights to Corporate Officers of the Company as stock option scheme for a
stock-linked compensation plan to the Board of Directors, pursuant to the provisions of
Articles 236, 238 and 239 of the Companies Act of Japan.
|
1.
|
|
Reason for issuance of stock acquisition rights with particularly favorable terms
and conditions to individuals other than shareholders:
|
|
|
|
|
The Company will issue stock acquisition rights free of charge in accordance with the
terms of issue stated in item 2. below to Corporate Officers as a stock option scheme for
a stock-linked compensation plan. The stock acquisition rights are structured so that
these Corporate Officers also share the risk of a decrease in the Companys share price
with shareholders and not just the benefits of a price increase. The issuance of these
rights is thus intended to provide the Corporate
|
- 46 -
|
|
|
Officers with further incentive for improving the operating results and share price. The
amount to be paid per share issued upon the exercise of stock acquisition rights is ¥1 per
share.
|
|
2.
|
|
Terms of issue of stock acquisition rights:
|
|
|
(1)
|
|
Maximum number of stock acquisition rights
Up to 156 stock acquisition rights as detailed in (3) below.
|
|
|
|
|
Furthermore, up to 15,600 shares of the Companys common stock may be issued upon
exercise of stock acquisition rights. In the event that the number of shares granted
is adjusted in accordance with (3)@ below, the number of shares shall be calculated by
multiplying the number of shares granted after adjustment by the maximum number of
stock acquisition rights as stated above.
|
|
|
(2)
|
|
Amount to be paid for stock acquisition rights
No payment shall be required for the stock acquisition rights.
|
|
|
(3)
|
|
Features of stock acquisition rights
|
|
|
|
Class and number of shares to be issued upon the exercise of the stock acquisition rights
|
|
|
|
The class of share to be issued upon the exercise of stock acquisition rights shall be
the Companys common stock, and the number of shares issued upon exercise of each stock
acquisition right (hereinafter the number of shares granted) shall be 100 shares.
|
However, in the event that the Company conducts a share split, allots shares without
contribution, or consolidates its common stock after the determination date of this
proposal (hereinafter determination date), the number of shares granted shall be
adjusted according to the following method of calculation. This adjustment will apply
to the number of shares granted for those stock acquisition rights that have not
already been exercised prior to the relevant date. Moreover, fractions of less than one
share arising out of the above adjustments shall be disregarded.
Number of shares granted after adjustment = Number of shares granted before adjustment
x share split or share consolidation ratio
Moreover, in other cases where circumstances arise requiring the number of shares
granted to be adjusted after the determination date, the number of shares granted
shall be adjusted appropriately.
|
|
|
Method for calculating the amount to be contributed when exercising each stock
acquisition right
|
The amount to be contributed when exercising each stock acquisition right shall be the
amount to be paid for each share issued upon exercise of stock acquisition rights,
which shall be ¥1, multiplied by the number of shares granted.
|
|
|
Exercise period for stock acquisition rights
|
The exercise period shall be from July 6, 2008 to July 5, 2028.
|
|
|
Other conditions for exercising stock acquisition rights
|
|
(a)
|
|
Holders of stock acquisition rights, excluding (b) below, shall not be
able to exercise stock acquisition rights during the period from July 6, 2008 to
July 5, 2011, but will be able to exercise stock acquisition rights after July 6,
2011.
|
- 47 -
|
(b)
|
|
Holders of stock acquisition rights shall be permitted to exercise stock
acquisition rights prior to July 5, 2011 in cases specified in (i) and (ii) below,
as long as it is within the time frame stipulated therein.
|
(i) In the event that a holder of stock acquisition rights loses his or her
position as either Director or Company Auditor, or employee of the Company
(including full-time consultants and contract employees, but excluding part-time
consultants and part-time contract employees. *This definition of employee will
hereinafter be applicable.)
Three years from the day after losing the position.
(ii) In the event that a proposal for approval of a merger agreement, under which
the Company is to be dissolved, or a proposal for approval of a share exchange
agreement or a proposal for share transfer that makes the Company a wholly owned
subsidiary of another company, is approved at a meeting of shareholders of the
Company.
A period of 15 days from the day following the approval date.
|
(c)
|
|
On or after July 6, 2011, in the event that a holder of stock acquisition
rights loses his or her position as either a Director or employee of the Company,
the holder may exercise his or her rights up to three years from the day after
losing the position as long as it is within the exercise period for stock
acquisition rights.
|
|
|
(d)
|
|
If a holder of stock acquisition rights waives such holders stock
acquisition rights, such stock acquisition rights cannot be exercised.
|
|
|
|
Item concerning increases in capital and capital reserves if shares are issued upon
exercise of stock acquisition rights
|
(a) In the event that shares are issued upon exercise of stock acquisition rights,
capital shall increase by half the limit for increase in capital calculated in
accordance with Article 40-1 of the Japanese Company Accounting Regulations. Any amount
less than one yen arising from this calculation shall be rounded up to the nearest yen.
(b) In the event that shares are issued upon exercise of stock acquisition rights,
capital reserves shall increase by the amount remaining after deducting the increase in
capital prescribed in (a) above.
|
|
|
Restrictions on the acquisition of stock acquisition rights due to transfers
Regarding the acquisition of stock acquisition rights due to transfers, approval is
required by resolution of the Companys Board of Directors.
|
|
|
|
|
Provisions for call option of stock acquisition rights
No provisions for call option of stock acquisition rights are specified.
|
|
(4)
|
|
Delegation of the determination of subscription matters, and others
Matters concerning the terms of offering and details of stock acquisition rights, other
than the items prescribed above, shall be determined at the meeting of the Board of
Directors to be held after this Ordinary General Meeting of Shareholders.
|
- 48 -
|
|
|
Third Item:
|
|
Issuance of Stock Acquisition Rights as Stock Option Scheme
|
The Company cordially requests the shareholders approval for delegating the issuance of
stock acquisition rights to key employees of the Company, and directors and key employees of
group companies as stock option scheme for a stock-linked compensation plan to the Board of
Directors of the Company, pursuant to the provisions of Articles 236, 238 and 239 of the
Companies Act of Japan.
|
1.
|
|
Reason for issuance of stock acquisition rights with particularly favorable terms
and conditions to individuals other than shareholders:
|
|
|
|
|
The Company will issue stock acquisition rights free of charge in accordance with the
terms of issue stated in item 2. below to key employees of the Company, and directors and
key employees of group companies as a further incentive for contributing to the
improvement of the Companys consolidated operating results.
|
|
|
2.
|
|
Terms of issue of stock acquisition rights:
|
|
(1)
|
|
Maximum number of stock acquisition rights:
Up to 1,300 stock acquisition rights as detailed in (3) below.
|
|
|
|
|
Furthermore, up to 130,000 shares of the Companys common stock may be issued upon
exercise of stock acquisition rights. In the event that the number of shares granted
is adjusted in accordance with (3)@ below, the maximum number of shares shall be
calculated by multiplying the number of shares granted after adjustment by the
maximum number of stock acquisition rights as stated above.
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|
|
(2)
|
|
Amount to be paid for stock acquisition rights:
No payment shall be required for the stock acquisition rights.
|
|
|
(3)
|
|
Features of stock acquisition rights:
|
|
|
|
Class and number of shares to be issued upon the exercise of the stock acquisition rights
|
The class of share to be issued upon the exercise of stock acquisition rights shall be
the Companys common stock, and the number of shares for each stock acquisition right
(hereinafter the number of shares granted) shall be 100 shares.
However, in the event that the Company conducts a share split, allots shares without
contribution, or consolidates its common stock after the determination date of this
proposal (hereinafter determination date), the number of shares granted shall be
adjusted according to the following method of calculation. This adjustment will apply
to the number of shares granted for those stock acquisition rights that have not
already been exercised prior to the relevant date. Moreover, fractions of less than one
share arising out of the above adjustments shall be disregarded.
Number of shares granted after adjustment = Number of shares granted before adjustment
× share split or share consolidation ratio
Moreover, in other cases where circumstances arise requiring the number of shares
granted to be adjusted after the determination date, the number of shares granted
shall be adjusted appropriately.
|
|
|
Method for calculating the amount to be contributed when exercising each stock
acquisition right
|
The amount to be contributed when exercising each stock acquisition right shall be the
amount to be paid for each share issued upon exercise of stock acquisition
- 49 -
rights (hereinafter the exercise price) multiplied by the number of shares granted.
The exercise price shall be an amount which is the average of the closing price
(closing price) of the Companys common stock in a regular transaction on the
Tokyo Stock Exchange on each day (other than any day on which no sale is reported) of
the month immediately preceding the date of allotment (hereinafter allotment date) of
stock acquisition rights, multiplied by 1.05. Any amount less than one yen arising from
this calculation shall be rounded up to the nearest yen.
However, if the resulting exercise price is less than the closing price as of the day
before the allotment date (or the closing price on the nearest preceding day if there
is no closing price on that date), then the closing price on the day before the
allotment date shall be used instead.
In the event that the Company conducts a share split, allots shares without
contribution, or consolidates its common stock after the allotment date, the exercise
price shall be adjusted in accordance with the following method of calculation and any
amount less than one yen arising out of such adjustment shall be rounded up to the
nearest yen:
Exercise price after adjustment = Exercise price before adjustment × 1/share split or share
consolidation ratio
In case the Company issues new shares or disposes of its treasury shares at a price
less than the current market price (except in the case of the conversion of convertible
stock or stock with mandatory conversion terms, or in the case of a request by a
shareholder for the sale of shares less than one unit or the exercise of stock
acquisition rights), the exercise price shall be adjusted in accordance with the
following formula and any amount less than one yen arising out of such adjustment shall
be rounded up to the nearest yen:
|
|
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|
|
|
|
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|
|
|
|
Number of
|
|
Number of shares
|
|
Amount paid
|
|
|
|
|
shares issued +
|
|
newly issued
|
x
|
per share
|
|
|
|
|
|
|
Current market price
|
|
|
|
|
|
Exercise Price
|
|
Exercise Price
|
|
Number of
|
|
|
|
Number of newly issued
|
after adjustment
|
|
before adjustment
|
x
|
shares issued
|
|
+
|
|
shares
|
In the above formula, the number of shares issued shall be defined as the aggregate
number of shares of common stock issued and outstanding less the number of treasury
stock. In the event that the Company disposes of treasury stock, the number of new
shares issued shall be read as number of treasury stock disposed of.
Moreover, in other cases where circumstances arise requiring the exercise price to be
adjusted after the allotment date, the exercise price shall be adjusted appropriately.
|
|
|
Exercise period for stock acquisition rights
|
The exercise period shall be the period beginning August 1, 2010 and ending on July 31,
2014.
|
|
|
Items concerning increases in capital and capital reserves if shares are issued upon
exercise of stock acquisition rights
|
(a) In the event that shares are issued upon exercise of stock acquisition rights,
capital shall increase by a half of the limit for increase in capital calculated in
- 50 -
accordance with Article 40-1 of the Japanese Company Accounting Regulations. Any amount
less than one yen arising shall be rounded up to the nearest yen.
(b) In the event that shares are issued upon exercise of stock acquisition rights,
capital reserves shall increase by the amount remaining after deducting the increase in
capital prescribed in (a).
|
|
|
Restrictions on the acquisition of stock acquisition rights due to transfers):
|
Regarding the acquisition of stock acquisition rights due to transfers, approval is required
by resolution of the Companys Board of Directors.
|
|
|
Provisions for the acquisition of stock acquisition rights):
|
The Company may acquire the stock acquisition rights without compensation on a date
separately specified by the Board of Directors if a meeting of shareholders of the Company
approves the following proposals (or a resolution of the Companys Board of Directors
approves the following proposals where approval of the shareholders is not required):
(a) a proposal of a merger agreement under which the Company is to be dissolved;
(b) a proposal for a company split agreement or plan under which the Company undergoes a
split; or
(c) a proposal of a share transfer agreement or plan that makes the Company a wholly owned
subsidiary of another company,.
|
(4)
|
|
Delegation of determination of the terms of offering and others:
|
Matters concerning the terms of offering and details of stock acquisition rights, other than
the items prescribed above, shall be determined at the meeting of the Board of Directors to
be held after this Ordinary General Meeting of Shareholders.
- 51 -
|
|
Fourth Item: Election of Seven (7) Directors
|
|
|
|
The terms of offices of all seven (7) Directors will expire at the closing of this Ordinary
General Meeting of Shareholders. You are requested to elect seven (7) Directors.
|
|
|
|
Candidates for Directors are as follows:
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|
|
|
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|
|
Candidate
|
|
|
Name
|
|
|
Resume, Position and Duties at the Company,
|
|
|
Number of Shares
|
|
|
No.
|
|
|
(Date of Birth)
|
|
|
Status as Other Companys Representative, if
|
|
|
of the Company
|
|
|
|
|
|
|
|
|
any
|
|
|
Owned
|
|
|
|
|
|
|
|
|
|
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1.
|
|
|
Hajime Sawabe
(Jan. 9, 1942)
|
|
|
April 1964:
April 1991:
|
|
entered into the Company
General Manager of
European
Division of Recording Media
Business Group of the Company
|
|
|
11,000 shares
|
|
|
|
|
|
|
|
|
June 1996:
|
|
Director & General
Manager of
Data Storage Components
Business Group of the Company
|
|
|
|
|
|
|
|
|
|
|
|
June 1998:
|
|
President &
Representative
Director of the
Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2006:
|
|
Chairman & Representative
Director of the Company
(present post)
|
|
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|
|
|
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2.
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|
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Takehiro Kamigama
(Jan. 12, 1958)
|
|
|
April 1981:
April 2001:
|
|
entered into the Company
General Manager in
charge of
strategic technology of
Recording
Device Business Division
of the
Company
|
|
|
3,300 shares
|
|
|
|
|
|
|
|
|
Oct. 2001:
|
|
General Manager of Head
Business Group of the Company
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2002:
|
|
Corporate Officer of the
Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2003:
|
|
Senior Vice President of
the
Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2004:
|
|
Director and Executive
Vice
President of the Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2006:
|
|
President &
Representative
Director of the
Company
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
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|
|
3.
|
|
|
Seiji Enami
(Sep. 14, 1947)
|
|
|
Jan. 1974:
April 1997:
|
|
entered into the Company
General Manager of
Corporate
Planning Department of
Recording
Media Business Division of
the
Company
|
|
|
1,100 shares
|
|
|
|
|
|
|
|
|
April 2000:
|
|
General Manager of
Market Sales
Department of Recording
Media &
Systems Division of the
Company
|
|
|
|
|
|
|
|
|
|
|
|
April 2001:
|
|
General Manager of
Finance &
Accounting Department of
the
Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2004:
|
|
Corporate Officer of the
Company
General Manager of Finance &
Accounting Department of
Administration Group of the
Company
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
June 2005:
|
|
Director of the Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2007
|
|
Director & Senior Vice
President
of the Company (present
post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 52 -
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candidate
|
|
|
Name
|
|
|
Resume, Position and Duties at the Company,
|
|
|
Number of Shares
|
|
|
No.
|
|
|
(Date of Birth)
|
|
|
Status as Other Companys Representative, if
|
|
|
of the Company
|
|
|
|
|
|
|
|
|
any
|
|
|
Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
4.
|
|
|
Shinji Yoko
(Jan. 2, 1948)
|
|
|
April 1970:
Jan. 1994:
|
|
entered into the Company
General Manager of European
Sales Headquarters of Electronic
Materials Sales & Marketing
Department
of the Company
|
|
|
1,000 shares
|
|
|
|
|
|
|
|
|
June 1998:
|
|
Director of the Company
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 1999:
|
|
Director, Deputy General
Manager
of Electronic Components Sales
&
Marketing Division of the
Company/General Manager of
European
Sales Headquarters
|
|
|
|
|
|
|
|
|
|
|
|
April 2000:
|
|
Director, Deputy General
Manager
of Electronic Components Sales
&
Marketing Division of the
Company/
General
Manager of High
Frequency
Components
Department of the Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2002:
|
|
Director & Senior Vice
President
of the Company (present
post)
General Manager of Electronic
Components Sales & Marketing
Group of
the Company
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
|
|
Yasuhiro Hagihara
(Oct. 19, 1937)
|
|
|
April 1971:
|
|
registered as lawyer in
Washington
D.C. in the U.S.
|
|
|
1,000 shares
|
|
|
|
|
|
|
|
|
Aug. 1976:
|
|
joined Graham and James LLP
in
the U.S.
|
|
|
|
|
|
|
|
|
|
|
|
Jan. 1979:
|
|
Partner of the said law firm
|
|
|
|
|
|
|
|
|
|
|
|
July 2000:
|
|
Partner of Squire Sanders
Gaikokuhou Kyodo Jigyo Horitsu
Jimusho
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
Aug. 2001
|
|
Squire Sanders
Gaikokuhou
Kyodo
Jigyo Horitsu Jimusho Gaikokuho
Jimu Bengoshi
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
April 2002
|
|
Keio University,
Department of
Law adjunct professor
(present
post)
|
|
|
|
|
|
|
|
|
|
|
|
June 2002:
|
|
Director of the Company
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 53 -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Candidate
|
|
|
Name
|
|
|
Resume, Position and Duties at the Company,
|
|
|
Number of Shares
|
|
|
No.
|
|
|
(Date of Birth)
|
|
|
Status as Other Companys Representative, if
|
|
|
of the Company
|
|
|
|
|
|
|
|
|
any
|
|
|
Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
|
|
|
Minoru Takahashi
(Feb. 12, 1948)
|
|
|
April 1970:
June 2003:
|
|
entered into the Company
Corporate Officer of the
Company,
General Manager of Sensor &
Actuators
Business Division of the
Company
|
|
|
1,000 shares
|
|
|
|
|
|
|
|
|
April 2005:
|
|
Corporate Officer, in charge
of
technology and intellectual
properties,
General Manager of Technology
Group and
General Manager of
Devices Development
Center of
Technology Group of the
Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2005:
|
|
Senior Vice President of the
Company, in charge of technology,
intellectual properties and
Amperex
Technology Limited
(ATL)
General Manager of Technology
Group and
General Manager of
Devices Development
Center of
Technology Group of the
Company
|
|
|
|
|
|
|
|
|
|
|
|
June 2007:
|
|
Director & Senior Vice
President
of the Company, in charge of
technology, intellectual properties
and
ATL
General Manager of Technology
Group of the
Company and
General Manager of Materials
and
Process Development Center
(present post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7. *
|
|
|
Kenichi Mori
(Sep 28, 1938)
|
|
|
April 1962:
|
|
entered into Toshiba
Corporation,
Research and Development
Center
|
|
|
0 shares
|
|
|
|
|
|
|
|
|
June 1994:
|
|
Director of Toshiba Corporation,
General Manager of Information
Equipment
Group
|
|
|
|
|
|
|
|
|
|
|
|
June 1996:
|
|
Executive Director of the same
company
|
|
|
|
|
|
|
|
|
|
|
|
June 1998:
|
|
Executive Director of Toshiba
Tec
Corporation
|
|
|
|
|
|
|
|
|
|
|
|
June 1999:
|
|
President of the same company
|
|
|
|
|
|
|
|
|
|
|
|
April 2004:
|
|
Professor at Tokyo University
of
Science MOT Graduate School
(present
post)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Program Director at the Japan
Science and
Technology Agency,
a semi governmental
organization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
|
1.
|
|
None of the above seven (7) candidates have any special interests in the Company.
|
|
|
|
2.
|
|
The name designated with the mark * represents a candidate for new Director.
|
|
|
|
3.
|
|
Messrs Yasuhiro Hagihara and Kenichi Mori are candidates for outside Director.
|
|
|
|
4.
|
|
The reasons that the Company recommends Messrs Yasuhiro Hagihara and Kenichi Mori
to be candidates for the outside Director are as stated below:
|
Mr. Yasuhiro Hagihara is a noble-minded person and has professional knowledge
regarding the laws and regulations as a U.S. attorney
-at-law. He also has affluent
knowledge regarding corporate
management. The Company believes that he is capable of giving advice and
- 54 -
recommendations to ensure legality and reasonability of decision-making of the Board
of Directors of the Company, and requests that the shareholders elect him as an
outside Director of the Company.
Mr. Kenichi Mori is a noble-minded person, and has an abundance of knowledge
relating to scientific technology, as well as knowledge and experience concerning
management of companies related to the electronics industry. The Company believes
that he is capable of giving advice and recommendations to ensure legality and
reasonability of decision-making of the Board of Directors of the Company, and
requests that the shareholders elect him as an outside Director of the Company.
|
|
|
|
|
|
|
5.
|
|
Mr. Yasuhiro Hagihara is currently the outside Director of the Company. His term
of office as the outside Director will be six years at the closing of this
Ordinary General Meeting of Shareholders.
|
|
|
Fifth Item: Provision of Bonus to Directors as a Group
|
|
|
|
Taking into consideration the business performance for the business year under review and
other matters, it is proposed that a bonus in the aggregate amount of ¥166,420 thousand shall
be paid to seven (7) Directors engaged in business execution (except one (1) outside
Director), who were in office at the end of the business year under review.
|
|
|
|
Sixth Item: Presentation of Retirement Allowance to the Retiring Director
|
|
1.
|
|
It is proposed that a retirement allowance shall be presented to Mr. Jiro
Iwasaki, who will retire as Director at the closing of this Ordinary General Meeting of
Shareholders upon the expiration of his term of office in appreciation for his
meritorious service to the Company, in a reasonable amount based on the specified
standards of the Company.
|
|
|
The Company also proposes that the determination of the amount, the date of presentation and
procedures be delegated to the Board of Directors..
|
|
|
|
The calculation formula of the retirement allowances to the Directors is provided for in the
Regulations of Retirement Allowances System for Directors of the Company. There are no
statements concerning the percentage or amount of the extra payment depending on the
services.
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The Company suspended reserve for the retirement allowances to Directors after the date
following the Ordinary General Meeting of Shareholders held on June 27, 2002. This proposal
is made with respect to the years the Director was in office prior to June 27, 2002.
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The resume of the retiring Director is as follows:
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Name
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Resume
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Jiro Iwasaki
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June 1996:
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Director of the Company
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June 1998:
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Senior Vice President of the Company
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June 2002:
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Director & Senior Vice President of the Company
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June 2006:
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Director & Executive Vice President of the Company
(present post)
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- End -
Map to Technical Center of TDK Corporation
(Translation omitted)
- 55 -
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