39 Dialog has an Employee Benefit Trust which holds  Dialog shares for the benefit of employees,  including for the purpose of satisfying awards  made under the various employee and executive  share plans. The trustee may vote the shares as  it sees fit, and if there is an offer for the shares  the trustee is not obliged to accept or reject the  offer but will have regard to the interests of the  employees and may otherwise take action with  respect to the offer it thinks fair. In the case of a change of control of the Company,  the CEO’s contract is extendable to 12 months’  notice. Ordinarily, the CEO’s contract provides  for six months’ notice on either side during  which only basic pay and benefits are payable  and a bonus if he is employed at the year end.  There is no acceleration of bonus on a change  of control. The CEO has no entitlement to a  bonus if his employment is terminated before  the end of the bonus year unless his employment  is terminated in lieu of notice after 1 October in  any year. In this case he is entitled to a pro rata  bonus for that year. Other factors impacted by a change in control, such as the redemption  rights of bondholders and the impact on share  options are disclosed in the relevant section to  these financial statements. are responsible for the Company’s process of  internal control and risk management and for  reviewing its continuing effectiveness. 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 are set out on pages 27 to 29. The Group’s financial risk management and  policies, and exposure to risks, are set out on  pages 27 to 29. At 31 December 2011, the Company’s issued  share capital comprised a single class of shares  referred to as ordinary shares. Details of the share  capital can be found in note 18 to the consolidated  financial statements. On a show of hands at a  general meeting of the Company every holder  of shares present in person and entitled to vote  shall have one vote, and on a poll every member  present in person or by proxy and entitled to  vote shall have one vote for every ordinary share  held. The notice of the general meeting specifies  deadlines for exercising voting rights either by  proxy notice or by presence in person or by proxy  in relation to resolutions to be passed at a general  meeting. All proxy votes are counted and the  numbers for, against or withheld in relation to each resolution are announced at the AGM  and published on the Company’s website after  the meeting. The Group made no political contributions  during the period. We made charitable  contributions of US$122,560 to local  community projects (2011: US$23,813). It is our policy to support our people through  training, career development and opportunities  for promotion. We operate an open  management approach and consult with our  staff on matters that are of concern to them.  We share information with employees on the  performance of the Company which, together  with profit-related bonuses and stock option  awards, encourage staff involvement. Our policy provides for disabled persons,  whether registered or not, to be considered for  employment, training and career development  in accordance with their aptitudes and abilities. There are no securities carrying special rights,  nor are there any restrictions on voting rights  attached to the ordinary shares. There are no restrictions on the transfer shares  in the Company other than: The Directors who were members of the Board  at the time of approving the Directors’ report  are listed on pages 36 and 37. Having made  enquiries of fellow Directors and of the  Company’s auditors, each of the Directors  affirms that:  There are no agreements between the Company  and its Directors or employees providing for  compensation for loss of office or employment  (whether through resignation, purported  redundancy or otherwise) that occur because of a takeover bid. The agreement between the  Company and its Directors for compensation for loss of office are given in the Director’s  remuneration report on page 46. The Company’s Articles of Association may only  be amended by a special resolution at a general  meeting of Shareholders. The notice convening the Annual General  Meeting will be published separately and posted  on the Company’s website. The meeting will be  held at Tower Bridge House, St Katharine’s Way,  London E1W 1AA on 2 May 2013 at 9am. In accordance with Section 384 of the  Companies Act 2006, a resolution for the  reappointment of Ernst & Young LLP as  auditors of the Company is to be proposed  at the forthcoming Annual General Meeting. By order of the Board Dr Jalal Bagherli Director The Company is not aware of any agreements  between Shareholders that may result in  restrictions on the transfer of securities and for voting rights. 14 February 2013 Details of changes in share capital can be found in note 18 to the consolidated financial  statements. Besides that, the Company did not  purchase its own shares in treasury. Each of the Directors listed on pages 36 and 37  confirm that to the best of their knowledge: Financial instruments Political and charitable contributions Takeovers directive Employee policies Disabled persons Statement on disclosure of information  to auditors Annual General Meeting Auditors Responsibility statement under the  disclosure and transparency rules ■ Certain restrictions may from time to time be imposed by laws and regulations (for  example, insider trading laws); and ■ Employees of the Company are not allowed  to trade in shares or exercise options in  certain close periods (such close periods  normally start two weeks before the end of each quarter and end 48 hours after the release of the financial results).  ■ To the best of their knowledge and belief,  there is no information relevant to the  preparation of their report of which the  Company’s auditors are unaware; and  ■ They have taken all reasonable steps to  be aware of relevant audit information  and to establish that the Company’s auditors  are aware of that information. ■ The financial statements, prepared in  accordance with IFRS as adopted by the  European Union, give a true and fair view  of the assets, liabilities, financial position and  profit of the Company and the undertakings  included in the consolidation taken as a  whole; and ■ The Directors’ report and the Group operating  and financial review include a fair review of  the development and the performance of the  business and the position of the Company and the undertakings included in the  consolidation taken as a whole, together  with a description of the principal risks and  uncertainties that they face.