44 Dialog Semiconductor Plc | Annual report and accounts 2012 |  Section 3 | Management and governance Corporate Governance continued Audit Committee The Board of Directors has established an Audit  Committee and has delegated authority to this  committee to consider and report to the Board  on the Company’s financial reporting, internal  control and risk management procedures and  the work of the internal and external auditors. The Audit Committee comprises only  independent, non-executive Directors. The members during the year were Aidan  Hughes (Chairman), John McMonigall and Peter Tan. Mr Tan ceased to be a member of the Committee upon his resignation as  a Director on 24 April 2012. Chang-Bun Yoon  joined the Committee on 18 July 2012. As set  out on page 41, the Board has determined that  Aidan Hughes has recent and relevant financial  experience and is the Audit Committee financial  expert. He is a qualified chartered accountant,  an associate member of the Institute of  Chartered Accountants in England and Wales,  and has significant experience as a senior  accountant and Finance Director at a number  of public companies. The other members of the  Audit Committee have a wide range of business  experience, which is evidenced by their  biographies on pages 36 and 37. During the year the Committee reviewed the  financial statements of the Company, including  the annual report, quarterly financial statements  and other announcements relating to the  Company’s financial performance and received  reports from the external auditors setting out  the accounting or judgemental areas that  required its attention. ■ Make recommendations on the appointment  and remuneration of external auditors and to monitor their performance  and independence; ■ Approve and monitor the policy for non-audit  services provided by the external auditors to  ensure that the independence and objectivity  of the auditors is not compromised. The ongoing results of the work of the internal  audit function are reviewed by the Committee  at each meeting and where appropriate issues  are brought to the attention of the executive  management and the Board. The Committee is responsible for the  development, implementation and monitoring  of the Group’s policy on external audit.  This policy assigns oversight responsibility  for monitoring the independence, objectivity  and compliance with ethical and regulatory  requirements to the Audit Committee and  day-to-day responsibility to the Chief  Financial Officer. The external auditor audits all of the Company’s  financial statements. Prior to the Audit Committee  proposing the appointment or re-appointment  of the external auditor, the proposed auditor  provides details of any professional, financial  and other relationship which may exist between  the auditor and the Company that could call its  independence into question. This includes the  extent to which other (non-audit) services were  performed for the Company in the past year or which are contracted for the following year. The external auditor has committed to inform  the Chairman of the Audit Committee of any  grounds for disqualification or impartiality of  the auditor occurring during the audit, unless  such grounds are eliminated. The external auditor has committed to report  to the Audit Committee, without delay, on all facts and events of importance that  should be brought to the attention of the Board of Directors, which come to light during  the performance of the audit, including the  Company’s financial performance and  compliance with the Company’s corporate  governance principles. The external auditor takes part in Audit  Committee meetings on the annual and  quarterly consolidated financial statements  and reports on the essential results of its audit. The Committee considered reports from internal  audit on the operation of, and issues arising  from, the Group’s internal control procedures,  together with observations from the external  auditors and discussions with senior  management. In addition, the Committee  monitored the effectiveness of the Group’s  risk management process. On occasions the Committee takes a detailed  look at specific issues outside of the course  of the regular Committee meetings. Internal audit activities and responsibilities are  provided by an in-house internal audit team.  An internal audit charter is also in place which  outlines the objectives, authority, scope and  responsibilities of internal audit. An internal audit plan is approved by the  Committee and the work specified in the plan is designed to monitor the effectiveness of the Group’s system of internal controls. The Audit Committee meets a minimum of four  times a year. During 2012, the Committee met  five times. Attendance at meetings held is set  out in the table on page 42. The Committee  also meets privately with the internal and  external auditors and separately with the  executive management and executive Director. The Audit Committee’s main responsibilities  include to: Internal controls Meetings Specific issues Internal audit External auditor In order to fulfil its duties, the Committee  receives sufficient, reliable and timely  information from the Dialog management team.  The Audit Committee discharged its obligations  during the year as follows: Financial reporting ■ Review and advise the Board on the integrity  of the financial statements of the Company,  including the annual report, quarterly  financial statements and other formal  announcements relating to the Company’s  financial performance; ■ Review and advise the Board on the effectiveness of the Company’s internal controls, including its  “whistle-blowing” procedures; ■ Review the nature and scope of the work  performed by the external and internal  auditors, the results of their audit work  and the response of the management team;