content_image/289767.jpg content_image/289766.jpg content_image/289765.jpg content_image/289764.jpg content_image/289763.jpg
are responsible for the Company’s process of internal control and risk management and for reviewing its continuing effectiveness. The Board ensures, to the extent possible, that the system of internal procedures and controls is appropriate to the nature and scale of the Company’s activities and that appropriate processes and controls are in place to effectively manage and mitigate strategic, operational, financial and other risks facing the Company. A detailed list of risks and their management are set out on pages 27 to 29. 

## Financial instruments 

The Group’s financial risk management and policies, and exposure to risks, are set out on pages 27 to 29. 

## Political and charitable contributions 

The Group made no political contributions during the period. We made charitable contributions of US$122,560 to local community projects (2011: US$23,813). 

## Employee policies 

It is our policy to support our people through training, career development and opportunities for promotion. We operate an open management approach and consult with our staff on matters that are of concern to them. We share information with employees on the performance of the Company which, together with profit-related bonuses and stock option awards, encourage staff involvement. 

## Disabled persons 

Our policy provides for disabled persons, whether registered or not, to be considered for employment, training and career development in accordance with their aptitudes and abilities. 

## Statement on disclosure of information to auditors 

The Directors who were members of the Board at the time of approving the Directors’ report are listed on pages 36 and 37. Having made enquiries of fellow Directors and of the Company’s auditors, each of the Directors affirms that: 

■ To the best of their knowledge and belief, there is no information relevant to the preparation of their report of which the Company’s auditors are unaware; and 

■ They have taken all reasonable steps to be aware of relevant audit information and to establish that the Company’s auditors are aware of that information. 

## Responsibility statement under the disclosure and transparency rules 

Each of the Directors listed on pages 36 and 37 confirm that to the best of their knowledge: 

■ The financial statements, prepared in accordance with IFRS as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and 

■ The Directors’ report and the Group operating and financial review include a fair review of the development and the performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. 

## Takeovers directive 

At 31 December 2011, the Company’s issued share capital comprised a single class of shares referred to as ordinary shares. Details of the share capital can be found in note 18 to the consolidated financial statements. On a show of hands at a general meeting of the Company every holder of shares present in person and entitled to vote shall have one vote, and on a poll every member present in person or by proxy and entitled to vote shall have one vote for every ordinary share held. The notice of the general meeting specifies deadlines for exercising voting rights either by proxy notice or by presence in person or by proxy in relation to resolutions to be passed at a general meeting. All proxy votes are counted and the numbers for, against or withheld in relation to each resolution are announced at the AGM and published on the Company’s website after the meeting. 

There are no securities carrying special rights, nor are there any restrictions on voting rights attached to the ordinary shares. 

There are no restrictions on the transfer shares in the Company other than: 

■ Certain restrictions may from time to time be imposed by laws and regulations (for example, insider trading laws); and 

■ Employees of the Company are not allowed to trade in shares or exercise options in certain close periods (such close periods normally start two weeks before the end of each quarter and end 48 hours after the release of the financial results). 

Details of changes in share capital can be found in note 18 to the consolidated financial statements. Besides that, the Company did not purchase its own shares in treasury. 

The Company is not aware of any agreements between Shareholders that may result in restrictions on the transfer of securities and for voting rights. 

<img src='content_image/289767.jpg'>

Dialog has an Employee Benefit Trust which holds Dialog shares for the benefit of employees, including for the purpose of satisfying awards made under the various employee and executive share plans. The trustee may vote the shares as it sees fit, and if there is an offer for the shares the trustee is not obliged to accept or reject the offer but will have regard to the interests of the employees and may otherwise take action with respect to the offer it thinks fair. 

In the case of a change of control of the Company, the CEO’s contract is extendable to 12 months’ notice. Ordinarily, the CEO’s contract provides for six months’ notice on either side during which only basic pay and benefits are payable and a bonus if he is employed at the year end. There is no acceleration of bonus on a change of control. The CEO has no entitlement to a bonus if his employment is terminated before the end of the bonus year unless his employment is terminated in lieu of notice after 1 October in any year. In this case he is entitled to a pro rata bonus for that year. Other factors impacted by a change in control, such as the redemption rights of bondholders and the impact on share options are disclosed in the relevant section to these financial statements. 

There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occur because of a takeover bid. The agreement between the Company and its Directors for compensation for loss of office are given in the Director’s remuneration report on page 46. 

The Company’s Articles of Association may only be amended by a special resolution at a general meeting of Shareholders. 

## Annual General Meeting 

The notice convening the Annual General Meeting will be published separately and posted on the Company’s website. The meeting will be held at Tower Bridge House, St Katharine’s Way, London E1W 1AA on 2 May 2013 at 9am. 

## Auditors 

In accordance with Section 384 of the Companies Act 2006, a resolution for the reappointment of Ernst & Young LLP as auditors of the Company is to be proposed at the forthcoming Annual General Meeting. 

By order of the Board 

Dr Jalal Bagherli Director 

14 February 2013 

<img src='content_image/289766.jpg'>

<img src='content_image/289765.jpg'>

<img src='content_image/289764.jpg'>

<img src='content_image/289763.jpg'>

