Corporate Governance Statement

Winning Pitch plc

Corporate Governance Statement

Corporate governance is the process by which companies are controlled and directed - a company's board is ultimately responsible for this. The key to good corporate governance is having the right strategy, leadership and control structures in place to produce and sustain the delivery of value to shareholders.

Good corporate governance, and its visibility, gives confidence to all associated with a company that it is being managed well and that value is being created. Our objective here is to summarise the key elements of the Company's governance structure and relate this to the principles in the UK Combined Code on Corporate Governance (the ‘Combined Code’) – a code of good practice for listed companies.

Whilst the Combined Code does not apply to PLUS Quoted companies, the Company recognises the importance of good corporate governance and effective communication with shareholders and will continue to report on compliance with the Combined Code. The Company has considered the principles and recommendations of the Combined Code, issued by the Financial Reporting Council in July 2003, and will seek to substantially comply with these principles where practical to do so given the size of the company.

The Board is accountable to the Company’s shareholders and this statement describes how the relevant principles of governance are applied to the Company. The Board has adopted a top-level statement on corporate governance. This details certain governance principles and the principal duties of the Chairman, Chief Executive and Senior Independent Director.

Compliance with the Combined Code

The Board of Directors

Principle A1: Every Company should be headed by an effective Board, which is collectively responsible for the success of the Company.

The Board is responsible for the leadership of the Company. It has mandated standards of behaviour and key policies, covering business ethics, business planning, risk management, internal control and personal behaviour. Through the Company's business and financial planning process the Board drives the development of strategy. The Board approves business and financial plans that are used to implement strategy and monitor the performance of the Company. The Board has delegated the normal operational management of the Company to the Executive Directors and other senior managers but certain matters have been reserved for its decision.

Chairman & Chief Executive

Principle A2: There should be a clear division of responsibilities at the head of the Company between the running of the Board and the executive responsibility for the running of the Company's business. No one individual should have unfettered powers of decision.

The Chairman and Chief Executive have been appointed separately and there is a clear division of responsibilities between these two positions. The Chairman serves in a non-executive capacity and is responsible for the effective working of the Board. The Chief Executive is responsible to the Board for the normal management of the Company's operations. The present Chairman was appointed in December 2007. On his appointment the Board believed that he was independent based on the criteria used in the Combined Code.

Board balance and independence

Principle A3: The Board should include a balance of executive and non-executive Directors (and in particular independent non-executive Directors) such no one individual or small group of individuals can dominate the Board's decision making.

At present there are four Directors on the Board. This comprises a non-executive Chairman, two Executive Directors and one non-executive Director. The Board considers that the non-executive Director is independent using the criteria in the Combined Code.

Appointments to the Board

Principle A4: There should be a formal rigorous and transparent procedure for the appointment of new directors to the board.

The Board has not appointed a Nominations Committee with responsibility for reviewing the composition of the Board on a regular basis. Further appointments to the board will be made following due consultation with major shareholders and corporate advisors.

Information and Professional Development

Principle A5: The Board should be supplied in a timely manner with information in a form and of a quality to enable it to discharge its duties. All Directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge. The Board has agreed what information it should receive on a regular basis.

The following sections explain how the Company applies the principles and supporting principles of the Code.

The Board

The Board is chaired by Rene Carayol. At 20 December 2007, the Board consisted of two Executive Directors – John Leach CEO, and Ian Brookes, Managing Director and Financial Director - and one Non-Executive Director – Geoff Edge. Biographical details of the Directors are set out in Board of Directors section of the company’s web site.

All directors are required to submit themselves for re-election at regular intervals of no more than three years. All new directors are required to seek re-election at the first Annual General Meeting following their appointment.

Division of responsibilities

There is a clear division of responsibilities between the Chairman and the Chief Executive which is set out in writing and has been approved by the Board. Rene Carayol is responsible for leadership of the Board, setting its agenda and monitoring its effectiveness. He ensures effective communication with shareholders and that the Board is aware of the views of major shareholders. He facilitates both the contribution of the Non-Executive Director and constructive relations between Executive and Non-Executive Directors.

He ensures that the Chief Executive develops a strategy which is supported by the Board as a whole. John Leach is responsible for executing the strategy once agreed by the Board. He creates a framework of values, organisation and objectives to ensure the successful delivery of key targets, and allocates decision making and responsibilities accordingly. He takes a leading role, with the Chairman, in the relationship with all external agencies and in promoting Winning Pitch.

The Board’s role

The Board is focused on delivering sustainable shareholder value. It considers strategic issues, key projects and major investments and regularly monitors performance against delivery of agreed key targets. It approves the corporate plan, annual budget and reviews performance against targets at every meeting. These and other key responsibilities are formally reserved powers of the Board.

The Chairman is responsible for ensuring that all directors are properly briefed on issues arising at Board meetings. There is a formal schedule of matters specifically reserved for the Board’s decision and a procedure for directors to take independent professional advice in the course of their duties, if considered appropriate, at the Company’s expense. Details of the Chairman’s professional commitments are included in his biography. The Chairman undertakes a limited number of other roles but the Board is satisfied that these did not interfere with the performance of his duties as Chairman of the Company.

Performance evaluation

The revised Code includes a main principle that the Board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors.

The Board will review the effectiveness of its own performance and that of committees and individual directors and therefore considers it adheres fully to the objectives of the revised Code on this issue.

The Board delegates certain responsibilities to its principal committees as follows.

Executive Board

Day to day management of the Company is delegated to the Executive Board, which is chaired by Ian Brookes. The Executive Board holds 12 formal meetings a year. It has formal terms of reference setting out its key responsibilities. The Company is centralised in its management, decision-making and financial control. The Executive Board meets monthly and reviews the financial results. All directors have full and timely access to information. Executive Board Directors are required to comment on all areas where performance departs from current expectations. A detailed annual budget is prepared for each business unit in conjunction with management, which is then compared in detail with the monthly management accounts. Any significant variances are discussed at Board level and appropriate action taken.

Audit Committee

The Audit Committee is chaired by Geoff Edge. The Committee reviews the annual accounts, the interim and preliminary announcements and compliance with accounting standards. In addition, it reviews the performance of Company and business management and internal financial controls. Duties also include a responsibility to keep under review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external auditor.

The Committee also makes recommendations on the appointment, removal and terms of engagement of the external auditors. The remuneration and terms of engagement of the external auditors are approved by the Committee. The Committee reviews annually its terms of reference and its effectiveness, and recommends to the Board any changes required as a result of such review. The Committee’s terms of reference are available from the Company Secretary. The Finance Director and external auditors attend meetings of the Committee. The Chairman of the Committee is available at the Annual General Meeting to answer questions from the investors.

Remuneration Committee

The Remuneration Committee is chaired by Geoff Edge. It is responsible for establishing the salary and remuneration of the Executive Directors and senior management. Decisions relating to the remuneration of non-executive directors are taken by the full Board. No director participates in any decision relating to his own salary. The Chairman of the Remuneration Committee is available at the Annual General Meeting to answer questions from the investors.

Nominations Committee

The Board does not consider, due to the size of the Company, that a separate Nominations Committee is necessary or is justified. The Board reviews this position annually.

Internal controls

The Board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. There is a continual process of review for all controls, including financial, operational and compliance controls and risk management. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable and not absolute assurance against material misstatement or loss. Internal control is defined in the Combined Code as all controls, including financial, operational and compliance and risk management.

The directors are responsible for the Company’s system of internal financial controls which aims to safeguard Company assets, ensure proper accounting records are maintained and that the financial information used within the business and for publication is accurate and reliable. The key features of the Company’s system of internal financial control which have been established are as follows:

· The maintenance of strong financial controls and the production of accurate and timely financial management information.

· The identification and appraisal of risk is carried out by the annual process of preparing business plans and detailed budgets. Detailed budgeting, forecasting and reporting of trading results, balance sheets and financial ratios with regular review by management of variances from targeted performance levels is performed throughout the year.

· The control of key financial risks through clearly laid down authorisation levels and proper segregation of accounting duties.

· Clearly defined procedures for capital expenditure appraisal and authorisation.

· An accounting manual will be prepared to set out accounting and control policies.

· Operational and compliance controls and risk management are part of the Company’s basis of operation.

Internal audit

The Board has considered the requirement for an internal audit function during the period. The Board considers that the current composition of the Company does not warrant a separate internal audit function. They will continue to keep this position under review.

Winning Pitch Key Principles of Corporate Governance

The Board has established key principles of Corporate Governance for the Company:

Identification of business risk There is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company, which has been in place throughout the financial year and up to the date of approval of the Annual Report and Accounts. The process is reviewed regularly by the Board.

Quality and integrity of personnel The integrity and competence of personnel is ensured through high recruitment standards and subsequent training. High quality personnel are seen as an essential part of the control environment and the standards with which they are expected to comply are communicated via the management structure.

Company accounting manual A Company accounting manual will be implemented which formalises accounting and control policies, setting out the priority given by the Board to internal financial controls and standards of compliance, along with the details of specific policies to be followed. It is the intention of the Board that the manual will be kept under review to reflect the changing business environment and the impact on the Company’s accounting and control procedures.

Budgetary process Each year the Board approves the annual budget. Performance is monitored and relevant action taken through the monthly reporting to the Board of actual performance and variances from the budget. Update forecasts for the year together with information on the key risk areas are also presented to the Board on a regular basis.

Investment appraisal All expenditure is regulated by a budgetary process and authorisation levels. For capital expenditure beyond specified levels, detailed written proposals and justifications must be submitted to the Board. If a business is to be acquired, extensive due diligence work headed by the executive directors is carried out by the Group’s financial and legal advisers.

Monitoring The Board regularly monitors the controls which are in force and any perceived gaps in the control environment.

Communication with shareholders Communication with shareholders is given a high priority. All shareholders receive a copy of the Annual Report and Interim Statement. There is regular dialogue with individual institutional shareholders and there is an opportunity for individual shareholders to question the directors at the Annual General Meeting. In addition, corporate and customer information is available on the Company’s website at www.WinningPitch.co.uk . Winning Pitch’s practice is to post the Annual Report and Notice of Annual General Meeting to give as much notice as possible and at least 21 working days before the meeting. Established procedures ensure the timely release of share price sensitive information and the publication of financial results and regulatory financial statements.