Corporate Governance continued 42 Dialog Semiconductor Plc | Annual report and accounts 2012 |  Section 3 | Management and governance Independent advice Board meetings External non-executive directorships Directors’ fees Director induction and  continuing development Performance evaluation Director training and development 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. 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  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  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. 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”. 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.  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.  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 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. 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. 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. 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. 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. Strategic Remuneration Transaction and  2012 Board and sub-committees  Notes  Board  Audit  and Nomination  Technology Number of meetings 5  5  5  5 Meetings attended Gregorio Reyes  5  Dr Jalal Bagherli  5  Chris Burke 5 5 5 Aidan Hughes 5 5 5 John McMonigall  5  5  Russ Shaw  5  5  Peter Tan (1) 1 1 Peter Weber 5 5 5 Chang-Bun Yoon (2) 4 3 Notes: (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. (1) Peter Tan stepped down from the Board on 24 April 2012.