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## Corporate Governance continued 

## Board meetings 

The Board holds at least five Board meetings each year. The Board may meet more frequently as required. The number of meetings of Board sub-committees each year varies by Committee. 

There were five Board meetings in 2012. The attendance at Board and sub-committee meetings by the Directors who held office in 2012 is set out below. The Board places considerable importance on attendance at both scheduled Board and sub-committee meetings. During the year, no Director attended less than 75% of scheduled Board or sub-committee meetings to which they were entitled to attend. At scheduled Board meetings, the Board also meets without the executive Director present. 

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Notes: (1) 

Peter Tan stepped down from the Board on 24 April 2012. (2) 

Chang-Bun Yoon was appointed to the Board on 24 April 2012 and attended all Board meetings since the date of his appointment. He has also attended all Audit Committee meetings since his appointment to that Committee. 

## Director induction and continuing development 

Following appointment to the Board, new Directors are provided with induction materials and are briefed on the Company, its structure, strategy, technologies, operations, corporate governance practice, and their duties and responsibilities as a Director. 

Briefings for all non-executive Directors are held with the executive management at Board meetings. Throughout the year, Directors are also provided with detailed briefing materials on the performance of the Company and market analysis on the performance of, and prospects for, the business. 

## Director training and development 

The Board is committed to a programme of periodic training and development of its Directors. As part of this process, one Board meeting is held at the location of one of the 

Company’s international offices each year. During 2012, a Board meeting was held in Taipei, Taiwan. The Board visited the Company’s local office to engage with employees and gain a greater depth of understanding of the international development of the business and its customer base. In addition, the Board also visited two significant suppliers to the business based in Taiwan. 

The Company has also put in place biannual training sessions for Directors which are facilitated by a third party. Training sessions scheduled for 2013 include: “Developments in Global Remuneration Practice” and “Anti- Bribery and Corruption”. 

## Performance evaluation 

The Board recognises the importance of continuing evaluation of the performance of the Board and its Committees and a review of the operation and performance of the Board 

and its Committees is undertaken annually. An annual, internal review commenced in December 2012 and follows a similar process which was undertaken in 2011. It is conducted anonymously and is co-ordinated by the Company Secretary. The findings of the review will be presented to the Board in 2013 for consideration and the implementation of related recommendations. 

## Independent advice 

Non-executive Directors may seek independent professional advice, at the expense of the Company, in order for them to discharge their duties as a Director and obligations to Shareholders. No such professional advice was sought by any Director during the year. 

## External non-executive directorships 

The Board believes that a broadening of the skills, knowledge and experience of non- executive Directors is of benefit to the Company. The Company welcomes the participation of the non-executives on the Boards of other companies. To avoid potential conflicts of interest, non-executive Directors inform the Chairman before taking up any external appointments. Details of the non-executive positions of each Director are set out under individual biographies which are detailed on pages 36 and 37. 

## Directors’ fees 

The annual fee for non-executive Directors is £80,000. The annual fee for the Chairman is £110,000. The Chairman of the Audit Committee and the Remuneration and Nomination Committee receives an additional fee of £10,000 for their role on those Committees. From 2013 onwards, the Chairman of the Strategic Transaction and Technology Committee will also receive an additional fee of £10,000 for his role on that Committee. The other Committee members receive no additional fee for serving on those Committees. Details of the activity of these Committees during 2012 is set out on pages 44 and 45. 

In 2012, non-executive Directors’ fees were paid as a combination of cash and shares. One third of each Director’s fee was paid by way of Dialog ordinary shares in the form of a nominal price option. The number of shares “paid” to each Director was calculated on the basis of one third of their total Director’s fee divided by the market value of one Dialog ordinary share, as a 30-day average, as at the date of the Annual General Meeting. 

Subject to Shareholder approval, non-executive Directors’ fees will be paid solely in cash from 2013 onwards. Further details are set out in the remuneration report on page 46. 

