The Board currently comprises nine Directors who are listed below. During 2014, Eamonn O’Hare was appointed to the Board as an independent non-executive Director. Details on his recruitment are set out below.
Gregorio Reyes also served as a Director on the Board during 2014 up until his retirement on 1 May 2014.
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 have worked in North America, Europe and Asia. Director biographies are set out on pages 52 and 53. Board refreshment and renewal
The Board is committed to a policy of ongoing Board refreshment and renewal. The Nomination Committee continually reviews the composition and diversity, including gender diversity, of the Board; 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 52 and 53.
Corporate Governance statement
Board composition
Director Status Independent/Non-independent
Tenure
(years) tenure* (years)Concurrent
Rich Beyer Current Independent (Chairman) 2 2
Dr Jalal Bagherli Current Non-independent (Executive) 9 N/A
Chris Burke Current Independent 8 8
Mike Cannon Current Independent 2 2
Aidan Hughes Current Independent 10 9
John McMonigall Current Independent 17 9
Eamonn O’Hare Current Independent 1 1
Russ Shaw Current Independent 8 8
Gregorio Reyes Retired Non-independent – –
Peter Weber Current Independent 9 9
Subject to approval at the Annual General Meeting by Shareholders, Directors are appointed for a term of three years. Any Director who has been on the Board for more than nine years is 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. Directors seeking re-election are subject to a performance appraisal, which is overseen by the Nomination Committee. In accordance with its Articles of Association a third of Directors stand for re-election at each Annual General Meeting.
Consistent with a commitment to ongoing Board refreshment and renewal, one new Director was appointed to the Board in 2014. The Nomination Committee engaged in a process to appoint a new Director who would bring specific industry experience to the Board. Candidates were identified through a variety of methods. The Nomination Committee engaged an external search and recruitment agent to identify potential candidates and to assist in selecting and recommending candidates. The recruitment agent has no other relationship with Dialog other than in the role to assist in the identification and recruitment of Board Directors. Informal industry contacts were also used. The Committee, which is committed to achieving a greater level of gender diversity on the Board over time, made considerable effort to ensure that gender was a significant consideration factor in the identification of potential candidates in addition to relevant industry and public company board experience. Following a thorough process, candidates met with Committee members and the Chairman prior to appointment. Eamonn O’Hare was appointed to the Board on the strength of industry experience and skills he can bring to the Board of Directors as a whole for the benefit of all Dialog Shareholders. Eamonn also joined the Audit Committee and assumed the role of Chairman of the Audit Committee in December 2014.
During the year, Gregorio Reyes retired from the Board having served as a Director since 2003 and as Chairman from 2006 to 2013. Two further Directors, John McMonigall and Peter Weber, have also indicated to the Board that they will not seek re-election to the Board at the April 2015 AGM. John and Peter are long-standing members of the Board, having served for 17 and nine years respectively, and they have both made a significant contribution to the growth and development of Dialog during their tenure. Board size
At the end of 2014, the Board comprised nine Directors. A maximum of ten Directors is allowable under Dialog’s Articles of Association. The nine members of the Dialog Board includes one Executive Director and eight independent, non-executive Directors (including the Chairman). The Nomination Committee has reviewed the size and performance of the Board during the year. A Board of nine Directors has and continues to function effectively; comprises the skills, knowledge and experience required by Dialog; is not so large as to be unwieldy; and meets Corporate Governance best-practice guidelines on independence. Board independence
Corporate Governance best practice states that at least half the Board, excluding the Chairman, should comprise non-executive Directors determined by the Board to be independent. The Company has determined that Chris Burke, Mike Cannon, Aidan Hughes, John McMonigall, Eamonn O’Hare, Russ Shaw and Peter Weber and are independent. The Chairman, Rich Beyer, was independent on his appointment to the Board. The Company’s Chief Executive Officer, Dr Jalal Bagherli, is the only Executive Director on the Board. Excluding the Chairman, the Board currently comprises seven independent non-executive Directors and one Executive Director and is, therefore, compliant with the principle that at least half the Board, excluding the Chairman, should comprise Directors determined by the Board to be independent.
As part of its annual review in 2014, the Board specifically considered the
independence of Mr John McMonigall given his tenure on the Board. When assessing the potential impact of tenure on any Director’s independence, the Board views the issues of concurrency with Executive Directors as central to that process. The Board’s unanimous view is that Mr McMonigall’s independence and objectivity, as evidenced by his continuing valuable contribution at Board meetings, has, in no way, been compromised by his length of tenure on the Board. The Board also believes that his industry experience and contribution to the continuing development of Dialog has been of significant benefit to the Board as a whole. Despite his continuing valued contribution to the Board, Mr McMonigall will retire, together with Peter Weber from the Board in 2015 and will not seek re-election at the 2015 AGM.
Following the retirement of John
McMonigall and Peter Weber at the AGM, the Board will, excluding the Chairman, comprise five independent non-executive Directors and one Executive Director and will, therefore, remain compliant with best-practice independence guidelines. Senior Independent Director John McMonigall is currently the Senior Independent Director. He is available to Shareholders who have concerns for which contact through the normal channels of Chairman or Chief Executive Officer has failed to resolve or for which such contact is inappropriate. He is available to meet Shareholders on request.
Audit Committee Financial Expert Dialog’s Audit Committee is comprised of a number of Directors who have recent and relevant financial experience.
Aidan Hughes, the former Chairman of the Audit Committee is a qualified chartered accountant; a Fellow 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. His biography is set out on page 53.
Dialog Semiconductor Plc | Annual report and accounts 2014 In addition, Eamonn O’Hare, the incoming
Chairman of the Audit Committee, also has two decades experience as CFO at some of the world’s fastest growing consumer and technology businesses.
Company Secretary
All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. The Company Secretary seeks to ensure that the Board members receive appropriate induction and ongoing training and development to enable them to discharge their duties. The Company Secretary is also responsible for advising the Board on all Corporate Governance matters. The appointment and removal of the Company Secretary is a matter for the Board. Tim Anderson of Reynolds Porter
Chamberlain LLP is the Company Secretary and has served in this role for over 15years.
Board meetings
The Board holds at least five Board meetings each year. The Board may meet more frequently as required. The number of meetings of Board sub-committees each year varies by Committee. There were five Board meetings in 2014. The attendance at Board and sub-committee meetings by the Directors who held office in 2014 is set out above. The Board places considerable importance on attendance at both scheduled Board and sub-committee meetings. During the year, no Director attended less than 75% of scheduled Board or Board sub-committee meetings to which they were entitled to attend. At scheduled Board meetings, the Board also meets without the Executive Director present. In addition, in line with our updated Corporate Governance guidelines, the non-executive Directors meet annually to review the performance of the Chairman. This process, which commenced in 2014, is now an annual process.
All of the Company’s non-executive Directors attended this meeting.
Director induction and continuing development
Following appointment to the Board, new Directors are provided with induction materials and are briefed on the Company, its structure, strategy, technologies, operations, Corporate Governance practice, and their duties and responsibilities as a Director. Briefings for all non-executive Directors are held with the executive management at Board meetings. Throughout the year, Directors are also provided with detailed briefing materials on the performance of the Company and market analysis on the performance of, and prospects for, the business. Director training and development The Board is committed to a programme of periodic training and development of its Directors. As part of this process, at least one Board meeting is held at the location of one of the Company’s international offices each year. During 2014 one Board meeting was held at Los Gatos, California and another meeting at the Company’s office in Den Bosch. The Company has also put in place a process of periodic training sessions for Directors which are facilitated by a third party. In 2014, the Board received a training session on Crisis Management. Performance evaluation
The Board recognises the importance of continuing evaluation of the performance of the Board and its Committees and a review of the operation and performance of the Board and its Committees is undertaken annually. An annual, internal review was conducted in 2012 and 2013. For 2014, however, consistent with corporate governance best-practice, the Board engaged an independent third party to conduct an evaluation.