38 Dialog Semiconductor Plc | Annual report and accounts 2012 |  Section 3 | Management and governance Directors’ report Substantial shareholdings Directors Powers of Directors Research and development (R&D) Principal activities and review  of the business Directors’ remuneration and interests Going concern Directors’ third-party indemnity provisions Election and re-election of Directors Dividends Corporate Governance Purchase of own shares Future developments Share capital Principal risks and uncertainties The Company is exposed to a number of risks  and uncertainties that could affect the  performance of the Company and its prospects.  The Board of Directors and Audit Committee The Company’s issued share capital comprised a single class of shares referred to as  ordinary shares. The Group’s stated objective is to be the leading  global supplier of integrated mixed signal and  analog differentiated power-saving technologies  More information about the business is set out  in the CEO’s statement, on pages 14 and 15,  and in the Business review, on pages 12 and 13. The Company is listed on the Frankfurt  (FWB: DLG) stock exchange and is a member  of the German TecDAX index. The Company operates an Employee Benefit  Trust, which purchases shares in the Company  for the benefit of employees under the  Company’s share option scheme, Long Term  Incentive Plan and Executive Incentive Plan.  Since the Company has  de facto  control of  the assets and liabilities of the Trust, they are  included in the Company and Group balance  sheets. At 31 December 2012, the trust held  2,679,768 shares, which represented 3.94%  of the total called-up share capital, at a nominal  value of £267,977. It is the Group’s policy to pay creditors in  accordance with the terms and conditions agreed  with them, and in accordance with contractual  and other legal obligations. Days payable  outstanding for the Group at 31 December  2012 were 81 days (2011: 58 days). Supplier payment policy The Company’s Corporate Governance  statement is set out on pages 40 to 45 of this  annual report. Please refer to “Our business strategy and  performance” and “Our products and key  customers” sections of this report for further  information on the principal activities of the  business and the factors affecting future  developments. Information on treasury policies  and objectives is included in note 25 to these  financial statements. The Directors do not recommend the payment  of a dividend (2011: nil). They are committed  to re-investing all profits into the business and  believe that this policy is in the best interests  of its Shareholders. In accordance with the Company’s Articles  of Association, one-third of the Directors have  to stand for re-election at the Annual General  Meeting. The next Annual General Meeting will  be held on 2 May 2013 at 9am. Dialog Semiconductor Plc is headquartered  near Stuttgart, with a global sales, R&D and  marketing organisation. In 2012, it had  US$774 million in revenue and is one of the  fastest growing European public semiconductor  companies. At 31 December 2012, the  Company had 806 employees. With world-class  manufacturing partners, Dialog operates a  fabless business model. After making enquiries, the Directors have formed  a judgement at the time of approving the financial  statements that there is a reasonable expectation  that the Group has adequate resources to continue  for the foreseeable future. The Group holds  US$312 million of cash at the year end (2011:  US$114 million) and has continued access to a  US$45 million borrowing facility. The Group has  profitable forecasts and longer-term plans. For  these reasons, the Directors have adopted the going  concern basis in preparing the financial statements. The Company has granted an indemnity to its  Directors against proceedings brought against  them by third parties, by reason of their being  Directors of the Company, to the extent  permitted by the Companies Act 2006. Such indemnity remains in force as at the date of approving the Directors’ report.  Dialog’s power management processor companion  chips enhance the performance of personal  portable devices – including smartphones, tablets  and Ultrabooks™ – by extending battery play  time and supporting increasingly demanding  multimedia applications. Our short-range  wireless technology provides connectivity to  wireless headsets, microphones and gaming  consoles and is enabling the emergence of  innovative new smart home applications.  To date, R&D projects have been in response  to key customers’ requests to assist in the  development of new custom Application  Specific Integrated Circuits (ASICs), and for the  development of Application Specific Standard  Products (ASSPs). The Company does not expect  any material change to this approach in the  foreseeable future. Directors’ remuneration and interests are  detailed in the Directors’ remuneration report on pages 46 to 52 of this annual report. No Director had a material interest during the  year ended 31 December 2012 in any contract  of significance with any Group Company. With its focus and expertise in energy-efficient  system power management, audio, low energy  short-range wireless and VoIP technologies,  Dialog brings decades of experience to the rapid development of ICs.  Dialog Semiconductor creates highly integrated,  mixed signal integrated circuits (ICs), optimised  for personal portable, short-range wireless, lighting,  display and automotive applications. The Company  provides its customers with flexible and dynamic  support, world-class innovation and the assurance  of dealing with an established business partner.  The Group believes that its future competitive  position will depend on its ability to respond  to the rapidly changing needs of its customers  by developing new designs in a timely and  cost-effective manner. To this end, the  Company’s management is committed to  investing in researching and developing new  products and customising existing products.  The Directors are authorised to issue the  nominal amount of securities representing the  aggregate of approximately one third of the  issued share capital of the Company; of that one  third they can issue 5% on a non-pre-emptive  basis. The Directors have additional power to  issue up to a further third of the issued share  capital of the Company, provided it is only  applied on the basis of a rights issue. The Directors, together with their biographies,  are listed on pages 36 and 37 of this  annual report. Details of substantial shareholdings are on  page 9 of this annual report. Details of the share capital are set out in note 18 to the consolidated  financial statements. addressing high-growth portable platforms. The Company is currently leveraging its expertise  to expand its standalone audio product portfolio,  capitalising on the success of its low power and  high-quality audio ICs, and develop solutions  based on new emerging short-range wireless  standards and energy-efficient retrofit bulb LED  lighting technology. The Directors of Dialog Semiconductor Plc  (“Dialog” or “the Company”) present their  annual report and audited financial statements  for the year ended 31 December 2012.  These accounts have been prepared under IFRS  and are available on the Company’s website:  www.dialog-semiconductor.com.