Role of the Board and Matters Reserved

Corporate Governance

Board of Directors Role and Responsibilities

As Dialog is incorporated in the UK and follows governance principles which have regard to the UK Combined Code and other best practice governance principles, it maintains a single board structure. The Board has overall responsibility for the leadership, control and oversight of the Company. The day-to-day responsibility for the management of the Company has been delegated by the Board to the Chief Executive Officer, who is accountable to the Board. The Chief Executive Officer executes this authority through anexecutive management team. In addition, a number of responsibilities of the Board are delegated to sub-committees of the Board; details of which are set out below.

Matters Reserved for the Board

While the Board has delegated day-to-day responsibility for the management of the Company to the Chief Executive Officer, certain matters are formally reserved for the Board.The Board of Directorshas overall responsibility for Company objectives, strategy, annual budgets, risk management, acquisitions or major capital projects, remuneration policy and corporate governance. It defines the roles and responsibilities of the Chairman, Chief Executive, other Directors and the Board sub-committees. In addition, the Board approves the quarterly financial statements and reviews the Company’s systems of internal control. It approves all resolutions and related documentation put before Shareholders at general meetings.