45 External auditor and non-audit work The Remuneration and  Nomination Committee  Strategic Transaction and  Technology Committee Responsibilities The Company has a policy in place governing  the conduct of non-audit work by the external  auditor. Under this policy the auditor is  prohibited from performing services where  the auditor: Other than the above, the Company does not  impose an automatic ban on the external auditor  undertaking non-audit work. The external  auditor is permitted to provide non-audit  services that are not, or are not perceived to be,  in conflict with auditor independence, provided  it has the skill, competence and integrity to carry  out the work and is considered by the Audit  Committee to be the most appropriate to  undertake such work in the best interests of  the Company. The engagement of the external  auditor in non-audit work must be pre-approved  by the Audit Committee or entered into  pursuant to pre-approved policies and  procedures established by the Audit Committee. Details of the amounts paid to the external  auditor during the year for audit and other  services are set out on page 76. The Audit  Committee has adopted a policy that, except  in exceptional circumstances with the prior  approval of the Audit Committee, non-audit  fees paid to the Company’s Auditor should be  capped at a maximum of 100% of audit fees  in any one year.  During 2012, the non-audit fees paid to the  external auditor represented 80% of the audit  fee. Fees paid for non-audit services relate  to other services pursuant to legislation, taxation  services and corporate finance transactions.  The Board as a whole is responsible for setting the Company’s policy on Directors’  remuneration.  The Board of Directors has established a  Remuneration and Nomination Committee and has delegated authority to this Committee  to determine and recommend to the Board: the salaries and incentive compensation of the Company’s officers; and changes to Board structure, size and composition.  The Committee comprises only independent,  non-executive Directors. The members during  the year were Russ Shaw (Chair), Chris Burke  and Peter Weber. The Committee’s members  have no financial interest in the Company other  than as shareholders and through the fees paid  to them. By invitation, other members of the Board may  attend the Committee’s meetings. The CEO and the Vice President, Human Resources, may  also attend by invitation but take no part in  discussions or decisions on matters relating to  their own remuneration. The Committee is free  to seek its own advice free from management as it deems appropriate. During the year the Committee sought and  received general advice relating to remuneration  from Towers Watson and PwC, both of whom  are signatories to the Remuneration Consultants  Group Code of Conduct and any advice was  provided in accordance with this code. During the year the Committee met formally on five occasions, in addition the Committee  Chairman held a number of meetings with  our advisers. The Remuneration and Nomination Committee’s  main responsibilities include to: The key activities of the Committee during the  year were: Details of 2012 remuneration and Dialog’s  remuneration policy are set out in the Director’s  remuneration report on pages 46 to 52. The Board of Directors has established a  Strategic Transaction and Technology Committee  and has delegated authority to this Committee  to review, evaluate and make recommendations  in relation to strategic transactions (such as  acquisitions, disposals or licensing arrangements)  and the Company’s technology and the  technological market in which it operates. The Strategic Transaction and Technology  Committee comprises only independent,  non-executive Directors. The members during  the year were Chris Burke (Chair), Aidan Hughes  and Peter Weber. During the year, the Committee reviewed and  determined the criteria and focus of the  Company in terms of technology enhancement  and potential M&A activity.  ■ May be required to audit his/her own work; ■ Would participate in activities that would  normally be undertaken by management; or ■ Is remunerated through a “success  fee” structure. ■ Administer the Company’s compensation,  stock and benefits plans; ■ Review the Board structure, size and  composition and make recommendations to the Board; and, ■ Identify and nominate Board candidates for  approval by the Board. ■ Review and address 2011 Annual General  Meeting outcomes; ■ Review and approve Executive  Management compensation; ■ Recruit and appoint non-executive Directors  and regularly discuss succession planning; ■ Appoint new independent remuneration  adviser to the Committee (Towers Watson); ■ Discuss and review senior level talent;  ■ Review, plan and approve CEO remuneration. ■ Determine the salaries and incentive  compensation of the Company’s officers and  the officers of the Company’s subsidiaries; ■ Provide recommendations for other  employees and consultants as appropriate;