Directors

STATEMENT OF DIRECTORS RESPONSIBILITIES

The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year.  Under that law they have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice.

The financial statements are required by law to give a true and fair view of the state of affairs of The Group and of the profit or loss of The Group for that period.

In preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that The Group will continue its business.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of The Group and enable them to ensure that its financial statements comply with the Companies Act 1985.  They are also responsible for safeguarding steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on The Group’s website.  Legislation in the UK governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

The Board has established an audit committee and a remuneration committee (each comprising all of the non-executive directors, who will continue to invite other members of the Board to join meetings) with formally delegated duties and responsibilities.

The audit committee will continue to be headed by Stephen Ross and also consists of Ian Lenagan and Christopher Akers. It meets at least twice each year and is responsible for monitoring the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on, meeting with the auditors and reviewing reports from the auditors relating to accounting and internal controls. The Finance Director is invited to attend meetings but the committee meets with the auditors at least once a year without the Finance Director being present.

The remuneration committee will continue to be headed by Ian Lenagan and also consists of Stephen Ross and Christopher Akers. It reviews the performance of the Executive Directors, sets the scale and structure of their remuneration, and reviews the basis of their service agreements with due regard to the interests of the Shareholders. Other Board members may be invited to attend meetings. The remuneration committee also makes recommendations to the Directors concerning the allocation of share options to Directors and employees. No Director is permitted to participate in discussions or decisions concerning his own remuneration. The remuneration and terms of appointment of nonexecutive directors will be set by the Board.

The Company operates a share dealing code for Directors as required by the AIM Rules. The Board has also considered the guidance issued by the Institute of Chartered Accountants in England and Wales (commonly known as the Turnbull Report) concerning the internal requirements of the Combined Code. The Board intends to regularly review key business and financial risks facing the Group in the operation of its business.

Chairman     Ian Lenagan Aged 58, is the Chairman and Chief Executive of TeleWork Systems plc, a fully listed software solutions group. He founded Teleware in 1991. He has more than 25 years' experience in the computer software business. Prior to founding Workplace Systems plc, he worked for Burroughs Corporation (now Unisys) for 10 years and was then Managing Director of Ring Electrical Limited, Banbury Homes & Gardens Limited and Digico Limited over a period of a further seven years.     Chief Executive     Peter Marks Aged 46 Peter joined Sports Cafe Holdings in February 2007 bringing with him considerable experience of expanding and exploiting brands similar to SportsCafe in the UK leisure sector. His experience in the sector includes senior executive positions with Northern Leisure plc and Luminar plc.     Development Director     William Balkou Aged 49, is the co-founder of The Sports Cafe. He has over 20 years' experience in the design, set-up, operations and logistics of the licensed retail industry. He partnered with Canadian brewing company, John Labatts Limited, to create the London Sports Cafe in 1995. He has provided consultancy services to a variety of multi national companies on corporate strategy in the leisure and hospitality industry.     Finance Director     Paul Wright Aged 47 was Finance Director Vocalis Group plc, a fully listed software solutions group prior to joining Sports Cafe Holdings. Prior to joining Vocalis he was Finance Director of CWB System Services plc and Rolfe and Nolan plc, a fully listed Technology and Business Services GroupHis focus has been the management of UK and international businesses through change in both turnaround and growth situations.He qualified as a Chartered Accountant with Peat Marwick, London in 1981     Non - Executive Director     Christopher Akers Aged 40, is a founder and the Executive Chairman of Sports Resource Group and was a founder and the Executive Chairman of Sports Internet Group plc. He was also a founder and is Executive Chairman of Extreme Group Limited. He was voted 2002 Sports Entrepreneur of the year at the Sports Industry Awards. He is a Non-executive director of Hotel Du Vin Limited. He was also a founder of InTechnology plc.     Non - Executive Director     Stephen Ross Aged 54, is a founder and senior partner of Ross Bennet-Smith, Chartered Accountants, formed in 1983 specialising in media and entertainment. He was a partner in Keane Shaw Accountants having qualified as a Chartered Accountant in 1974.