40 Dialog Semiconductor Plc | Annual report and accounts 2012 |  Section 3 | Management and governance Corporate Governance Matters reserved for the Board Chairman Board refreshment and renewal The Chairman, CEO and the Company Secretary  work together in planning a forward  programme of Board meetings and meeting  agendas. As part of this process, the Chairman  ensures that the Board is supplied, in a timely  manner, with information in a form and of a  quality to enable it to discharge its duties. The  Chairman encourages openness, debate and  challenge at Board meetings. The Chairman  holds a number of other directorships and the  Board considers that these do not interfere with  the discharge of his duties to the Company.  The Chairman is available to meet Shareholders  on request. Board composition Board of Directors – role and responsibilities The Board of Dialog Semiconductor is committed  to maintaining high corporate governance  standards to protect the interests of all  stakeholders. Our principles, as set out on our  corporate website, www.dialog-semiconductor. com, that we have complied with in the year,  reflect a range of guidelines that apply to the  Company, given Dialog’s status as a UK  incorporated, Frankfurt Stock Exchange listed company. In this context, the Company, to the extent that is practicable, given its UK  incorporation but Frankfurt Stock Exchange  listing, applies the main and supporting  principles of the relevant governance codes. As Dialog is incorporated in the UK and uses the UK Corporate Governance Code as a basis  for its corporate governance practice, it  maintains a single board structure. The Board  has overall responsibility for the leadership,  control and oversight of the Company. The  day-to-day responsibility for the management of the Company has been delegated by the  Board to the Chief Executive Officer, who is  accountable to the Board. The Chief Executive  Officer executes this authority through an  executive management team, outlined on pages 34 and 35 of this annual report. In  addition, a number of responsibilities of the  Board are delegated to sub-committees of the Board; details of which are set out below. The Board currently comprises ten Directors. The Directors who served on the Board during  the 2012 calendar year are listed below.  Subsequent to the year end, Richard Beyer and Mike Cannon have been appointed to the  Board as independent, non-executive Directors.  Detail on their recruitment is set out below: While the Board has delegated day-to-day  responsibility for the management of the Company  to the Chief Executive Officer, certain matters  are formally reserved for the Board. The Board  has overall responsibility for Company  objectives, strategy, annual budgets, risk  management, acquisitions or major capital  projects, remuneration policy and corporate  governance. It defines the roles and  responsibilities of the Chairman, Chief Executive,  other Directors and the Board sub-committees.  In addition, the Board approves the quarterly  financial statements and reviews the Company’s  systems of internal control. It approves all  resolutions and related documentation put  before Shareholders at general meetings. * Note: Concurrent tenure means tenure on the Board concurrently with the Company’s CEO. The Board of Directors comprises a mix of the  necessary skills, knowledge and experience  required to provide leadership, control and  oversight of the management of the Company  and to contribute to the development and  implementation of the Company’s strategy.  In particular, the Board combines a Group of  Directors with diverse backgrounds within the  technology sector, in both public and private  companies, which combine to provide the Board with a rich resource and expertise to drive the continuing development of Dialog and  advance the Company’s commercial objectives.  In addition, the geographic background of the  Board is diverse and it includes Directors who  reside, and have worked in, North America,  Europe and Asia. Director biographies are set  out on pages 36 and 37. The Board is committed to a policy of ongoing  Board refreshment and renewal. The  Remuneration and Nomination Committee  continually reviews the composition and  diversity of the Board, including gender diversity,  and the skills and experience of each of the  Directors. The relevant skills and experience  of each Director are set out under individual  biographies, which are detailed on pages 36  and 37. Subject to approval at the Annual General  Meeting by Shareholders, Directors are  appointed for a term of three years, except  for John McMonigall who, given his length  of tenure on the Board, is appointed for a  one-year term and subject to annual re-election.  The standard terms of the letter of appointment  of non-executive Directors are available,  on request, from the Company Secretary.  Mr Gregorio Reyes is Chairman of the Board.  The Chairman was determined by the Board  to be independent on his appointment to the  Board. The Chairman is responsible for the  effective working of the Board while the Chief  Executive Officer (CEO), together with the  executive management team, is responsible  for the day-to-day running of the Company.  The functions of Chairman and CEO are not  combined and both roles’ responsibilities are  clearly divided.  Concurrent  Tenure tenure*  Director Status Independent/non-independent Years Years Gregorio Reyes  Current  Independent (Chairman)  9  7 Dr Jalal Bagherli  Current  Non-independent (Executive)  7  N/A Chris Burke Current Independent 6 6 Aidan Hughes Current Independent 8 7 John McMonigall  Current  Independent  15  7 Russ Shaw Current Independent 6 6 Peter Tan Retired Independent N/A N/A Peter Weber Current Independent 7 7 Chang-Bun Yoon Current Independent 1 1