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## Corporate Governance 

The Board of Dialog Semiconductor is committed to maintaining high corporate governance standards to protect the interests of all stakeholders. Our principles, as set out on our corporate website, www.dialog-semiconductor. com, that we have complied with in the year, reflect a range of guidelines that apply to the Company, given Dialog’s status as a UK incorporated, Frankfurt Stock Exchange listed company. In this context, the Company, to the extent that is practicable, given its UK incorporation but Frankfurt Stock Exchange listing, applies the main and supporting principles of the relevant governance codes. 

## Board of Directors – role and responsibilities 

As Dialog is incorporated in the UK and uses the UK Corporate Governance Code as a basis for its corporate governance practice, it maintains a single board structure. The Board has overall responsibility for the leadership, control and oversight of the Company. The day-to-day responsibility for the management of the Company has been delegated by the Board to the Chief Executive Officer, who is accountable to the Board. The Chief Executive Officer executes this authority through an executive management team, outlined on pages 34 and 35 of this annual report. In addition, a number of responsibilities of the Board are delegated to sub-committees of the Board; details of which are set out below. 

## Matters reserved for the Board 

While the Board has delegated day-to-day responsibility for the management of the Company to the Chief Executive Officer, certain matters are formally reserved for the Board. The Board has overall responsibility for Company objectives, strategy, annual budgets, risk management, acquisitions or major capital projects, remuneration policy and corporate governance. It defines the roles and responsibilities of the Chairman, Chief Executive, other Directors and the Board sub-committees. In addition, the Board approves the quarterly financial statements and reviews the Company’s systems of internal control. It approves all resolutions and related documentation put before Shareholders at general meetings. 

## Chairman 

Mr Gregorio Reyes is Chairman of the Board. The Chairman was determined by the Board to be independent on his appointment to the Board. The Chairman is responsible for the effective working of the Board while the Chief Executive Officer (CEO), together with the executive management team, is responsible for the day-to-day running of the Company. The functions of Chairman and CEO are not combined and both roles’ responsibilities are clearly divided. 

The Chairman, CEO and the Company Secretary work together in planning a forward programme of Board meetings and meeting agendas. As part of this process, the Chairman ensures that the Board is supplied, in a timely manner, with information in a form and of a quality to enable it to discharge its duties. The Chairman encourages openness, debate and challenge at Board meetings. The Chairman holds a number of other directorships and the Board considers that these do not interfere with the discharge of his duties to the Company. 

The Chairman is available to meet Shareholders on request. 

## Board composition 

The Board currently comprises ten Directors. The Directors who served on the Board during the 2012 calendar year are listed below. Subsequent to the year end, Richard Beyer and Mike Cannon have been appointed to the Board as independent, non-executive Directors. Detail on their recruitment is set out below: 

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* Note: Concurrent tenure means tenure on the Board concurrently with the Company’s CEO. 

The Board of Directors comprises a mix of the necessary skills, knowledge and experience required to provide leadership, control and oversight of the management of the Company and to contribute to the development and implementation of the Company’s strategy. In particular, the Board combines a Group of Directors with diverse backgrounds within the technology sector, in both public and private companies, which combine to provide the Board with a rich resource and expertise to drive the continuing development of Dialog and advance the Company’s commercial objectives. In addition, the geographic background of the Board is diverse and it includes Directors who reside, and have worked in, North America, Europe and Asia. Director biographies are set out on pages 36 and 37. 

## Board refreshment and renewal 

The Board is committed to a policy of ongoing Board refreshment and renewal. The Remuneration and Nomination Committee continually reviews the composition and diversity of the Board, including gender diversity, and the skills and experience of each of the Directors. The relevant skills and experience of each Director are set out under individual biographies, which are detailed on pages 36 and 37. 

Subject to approval at the Annual General Meeting by Shareholders, Directors are appointed for a term of three years, except for John McMonigall who, given his length of tenure on the Board, is appointed for a one-year term and subject to annual re-election. The standard terms of the letter of appointment of non-executive Directors are available, on request, from the Company Secretary. 

