Directors seeking re-election are subject to a performance appraisal, which is overseen by the Remuneration and Nomination Committee. 

In accordance with its Articles of Association a third of Directors stand for re-election at each Annual General Meeting. 

Consistent with a commitment to ongoing Board refreshment and renewal, Chang-Bun Yoon was appointed to the Board on 24 April 2012. An external recruitment consultant was used in the process of recruitment of Chang-Bun Yoon to the Board. 

During the year, Peter Tan stepped down from the Board. 

During 2012, the Remuneration and Nomination Committee engaged in a process to recruit two new independent non-executive Directors to the Board. The primary objective was to appoint Directors who would bring specific industry experience to the Board. An additional objective was to recruit Directors who had experience serving on the Boards of publicly listed companies. Candidates were identified through a variety of methods. The Remuneration and Nomination Committee engaged external search and recruitment agents, Russell Reynolds, to identify potential candidates and to assist in selecting and recommending candidates. Informal industry contacts were also used. The Committee, which is committed to achieving a greater level of gender diversity on the Board over time, made considerable effort to ensure that gender was a significant consideration factor in the identification of potential candidates in addition to relevant industry and public company board experience. 

Following a thorough review process, candidates met with Remuneration and Nomination Committee members and the Chairman prior to appointment. Richard Beyer and Mike Cannon have been appointed to the Board on the strength of their experience and skills and the value they can bring to the Board of Directors as a whole for the benefit of all Dialog Shareholders. 

At the Annual General Meeting, to be held on 2 May 2013, and as set out in the Notice of Meeting, Dr Jalal Bagherli, Chris Burke, John McMonigall and Peter Weber will stand for re-election to the Board. Richard Beyer and Mike Cannon will stand for election to the Board. Biographies for both of the new Directors are set out in the AGM Notice of Meeting. 

## Board size 

At the end of 2012, the Board comprised eight Directors: one executive Director, and seven independent, non-executive Directors (including the Chairman). Following the appointment of Richard Beyer and Mike Cannon to the Board, the Board now comprises ten Directors. The Remuneration and Nomination Committee has reviewed the size and performance of the Board during the year and also considered the impact of the addition of two new independent Directors on the effective functioning of the Board. A Board of ten Directors, the maximum which is currently allowed under the Company’s Articles of Association, is a size that functions effectively, comprises the skills, knowledge and experience required by Dialog, is not so large as to be unwieldy and meets corporate governance best practice guidelines on independence. 

## Board independence 

Corporate Governance best practice states that at least half the Board, excluding the Chairman, should comprise non-executive Directors determined by the Board to be independent. 

The Company has determined that Chris Burke, Richard Beyer, Mike Cannon, Aidan Hughes, John McMonigall, Russ Shaw, Peter Weber and Chang-Bun Yoon are independent. The Chairman, Gregorio Reyes, was independent on his appointment to the Board. The Company’s Chief Executive Officer, Dr Jalal Bagherli, is the only executive Director on the Board. 

Excluding the Chairman, and following the appointment of Richard Beyer and Mike Cannon, the Board now comprises eight independent non-executive Directors and one executive Director and is compliant with the principle that at least half the Board, excluding the Chairman, should comprise Directors determined by the Board to be independent. 

As part of its annual review, the Board specifically considered the independence of Mr John McMonigall, given his tenure on the Board. When assessing the potential impact of tenure on any Director’s independence, the Board views the issue of concurrency with executive Directors as central to that process. The Board’s unanimous view is that Mr McMonigall’s independence and objectivity, as evidenced by his continuing valuable contribution at Board meetings, is in no way compromised by his length of tenure on the Board. The Board also believes that his industry 

experience and contribution to the continuing development of Dialog is of significant benefit to the Board as a whole. 

While the Board is satisfied that Mr McMonigall is wholly independent, in line with the best practice principles, as he has been a member of the Board for in excess of nine years, he is subject to annual re-election by Shareholders. 

## Senior Independent Director 

The Board has appointed John McMonigall as Senior Independent Director. He is available to Shareholders who have concerns for which contact through the normal channels of Chairman or Chief Executive Officer has failed to resolve or for which such contact is inappropriate. He is available to meet Shareholders on request. 

Aidan Hughes, Chairman of the Audit Committee, Russ Shaw, Chairman of the Remuneration and Nomination Committee and Chris Burke, Chairman of the Strategic Transaction & Technology Committee, are also available to Shareholders should they have specific concerns or issues relevant to their respective Committees. 

## Audit Committee financial expert 

The Board has determined that Aidan Hughes, who chairs the Audit Committee, has recent and relevant financial experience and is the Audit Committee financial expert. He is a qualified chartered accountant, an associate member of the Institute of Chartered Accountants in England and Wales and has significant experience as a senior accountant and Finance Director at a number of public companies. His biography is set out on page 36. 

## Company Secretary 

All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. The Company Secretary ensures that the Board members receive appropriate induction and ongoing training and development to enable them to discharge their duties. The Company Secretary is also responsible for advising the Board on all corporate governance matters. The appointment and removal of the Company Secretary is a matter for the Board. 

