43 Significant Shareholders Audit Committee Remuneration and Nomination Committee Strategic Transaction and  Technology Committee Share ownership and dealing Internal control and risk management Relations with Shareholders Loans to Directors or senior executives Board sub-committees Non-executive Directors are not eligible to  participate in the Company’s bonus or share  award schemes. In the past, non-executive  Directors were awarded share options. This is no longer the practice at Dialog and no share options will be awarded to non-executive Directors in the future. Committee and Strategic Transaction and  Technology Committee. Attendance at meetings  held in 2012 are set out in the table on page 42.  Ad hoc committees are formed from time to time to deal with specific matters. The composition of the Board sub-committees,  as at 14 February 2013, was as follows: Under UK Disclosure and Transparency Rules,  significant Shareholders are required to notify  Dialog of a shareholding of 3% or more. Dialog  must then notify BaFin and the Stock Exchange.  Under S.15a of the German Securities Trading Act  (Wertpapierhandelgesetz) transactions in the  Company’s shares carried out by members of  the Board of Directors and their family members  are reported and published without delay. Aidan Hughes (Chair), John McMonigall and  Chang-Bun Yoon None of the remuneration of the non-executive  Directors is performance related. The non- executive Directors’ fees are not pensionable  and non-executive Directors are not eligible to  join any Company pension plans. Non-executive  Directors are reimbursed for their reasonable  travel expenses incurred in connection with  attending meetings of the Board or  related committees. The compensation of the executive Director  comprises a base salary and variable  components. Variable compensation includes  an annual bonus linked to, and dependent on,  certain business targets as well as long-term  incentives. The executive Directors’  remuneration is inclusive of any Director’s fee.  Further details are set out on page 46. Russ Shaw (Chair), Chris Burke and Peter Weber Chris Burke (Chair), Aidan Hughes and  Peter Weber. Dialog’s shares are listed with Clearstream  Germany as legal owner. As far as the Company is aware, based on TR-1 notifications  received, those holding a significant beneficial  interest (>3%) in our Company as  of 28 February 2013 were: Kleinwort Benson (Jersey) Trustees (2011)  Limited as Trustee of the Dialog Semiconductor  plc Employee Benefit Trust (3.9%); Deutsche  Bank AG (8.1%). For shares held on behalf of discretionary client, see page 9. Each of the permanent Board Committees has  terms of reference under which authority is  delegated to them by the Board. These terms of reference are available on the Company’s  website. The Chairman of each sub-committee  attends the Annual General Meeting and is  available to answer Shareholder questions. In accordance with the EU Transparency  Directive (DTR 7.2.5), the Board of Directors  and Audit Committee acknowledge that they  are responsible for the Company’s process of  internal control and risk management and for  reviewing its continuing effectiveness. Such  processes are designed to manage rather than  eliminate the risk of failure and can only provide  reasonable and not absolute assurance against  material misstatement or loss. The Board ensures, to the extent possible, that  the system of internal procedures and controls  is appropriate to the nature and scale of the  Company’s activities and that appropriate  processes and controls are in place to effectively  manage and mitigate strategic, operational,  financial and other risks facing the Company. A detailed list of risks and their management is set out on pages 27 to 29. The Company is committed to ongoing and  active communication with its Shareholders.  During 2012, the Company appointed a Head of Investor Relations to manage and  enhance the dialog between the Company,  its Shareholders and the broader financial  community. The Company also retains  independent advisers in the UK and Germany to help manage communication with both  English and German speaking Shareholders.  Dialog prepares annual and quarterly  consolidated financial statements in accordance  with generally accepted accounting principles in accordance with International Financial  Reporting Standards.  Details of Directors’ shareholdings are set out  on page 52. The Company has a policy on  dealing in shares that applies to all Directors and  senior management. Under this policy, Directors  are required to obtain clearance from the Chief  Executive Officer (or in the case of the Chief  Executive Officer himself, from the Chairman)  before dealing. Directors and senior management are prohibited  from dealing in the Company’s shares during  designated close periods and at any other time  when the individual is in possession of Inside  Information (as defined by the Market Abuse  (Directive 2003/6/EC) Regulations). Transactions in securities of the Company’s own  shares carried out by members of the Board of  Directors and of their family members will be  reported within five business days and published  without delay, if the total value of such  transactions in any one year exceeds €5,000,  pursuant to and in accordance with section  15a of the German Securities Trading Act  (Wertpapierhandelsgesetz). The Company maintains an investor relations  section on its website. This contains copies  of investor presentations and annual reports  as well as providing other financial statements  and corporate press releases.  The Company has an ongoing process of  identifying, evaluating and managing risk.  This process is reviewed in accordance with  the EU Transparency Directive. The process  was in place during 2012 and up to the date  of the approval of the 2012 Annual Report  and Financial Statements. The Board and Audit  Committee can confirm that necessary actions  are being undertaken to remedy any perceived  failings or weakness identified from these  ongoing process reviews. There is regular discussion between Company  management and analysts, brokers and  institutional Shareholders, ensuring that the  market is appropriately informed on business  activities. Dialog promptly discloses price  sensitive information to all market participants.  Notifications are first sent to the Frankfurt Stock  Exchange and the Federal Financial Supervisory  Authority in Germany (Bundesanstalt für  Finanzdienstleistungsaufsicht – BaFin) and then  published via an electronic information system. The Company will not provide or guarantee  any loans to Directors or senior executives. The Board has established three permanent  sub-committees to assist in the execution  of its responsibilities. These are the: Audit  Committee, Remuneration and Nomination 