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. 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.  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. 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. 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. 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.  Board size Senior Independent Director Board independence Audit Committee financial expert Company Secretary 41