As an AIM listed company, Powerleague Group plc is not subject to the requirements of the Combined Code on corporate governance. However, the Group is committed to high standards of corporate governance. This statement describes how the principles of corporate governance are applied to the Group.

The Board of Directors
The Board meets regularly (at least six times per year) to consider all aspects of the Group’s activities. To enable the Board to discharge its duties, all directors receive appropriate and timely information. Briefing papers are distributed to all directors in advance of Board meetings. There are delegated authorities in place to Committees of the Board for the specific purposes of determining directors’
remuneration, matters concerning audit and the appointment of directors. Details of these Committees are given below. The day-to-day management of the group is delegated by the Chairman to the Chief Executive, Finance Director and Development Director, who together form the Executive Committee.

The Audit Committee
The Audit Committee meets at least twice a year to review and consider the system of internal controls within the group. The Committee also reviews financial statements to be published externally before their submission to the Board and authorises changes in accounting policies. The Committee reviews the remuneration and terms of reference of the external auditors and considers their independence. The Committee meets at least annually with the external auditors without management present and has unrestricted access to the external auditors throughout the year.

The Audit Committee is chaired by Andrew Mallett, with Simon Bentley as the other member of the Committee.

The Remuneration Committee
The Remuneration Committee meets at least annually and is responsible for determining the remuneration of the executive directors and senior management.

The Chairman attends Remuneration Committee meetings by invitation. No executive director is present during any meeting of the Remuneration Committee at which his or her own remuneration is discussed. The fees of the non-executive directors are a matter for the Board as a whole.

The Remuneration Committee is chaired by Simon Bentley with Andrew Mallett as the other member of the Committee.

The Nomination Committee
The Nomination Committee comprises the whole Board, who together consider the appointment of directors. At each Annual General Meeting, one third of eligible directors is required to retire. Relations with Shareholders Communication with shareholders is given high priority. There is regular dialogue with institutional investors, including presentations after the Group’s preliminary announcement of the year end results and at the half year.