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Description
Directors
Nomad and key company advisors

Documentation and Announcements

Annual Reports and Accounts, Interim Reports
Shareholder Communications

The Directors
The board of directors, which leads and controls the company, has a formal schedule of matters reserved for it, and consists of:
Non-executive chairman
Chief executive
Managing director - Electronics
Managing director - Stadium Asia

Senior independent director
The chairman and the senior independent director provide the appropriate balance between the executive and non-executive directors, for a company of this size.

The board of directors take independent professional advice where necessary, at the company's expense. The board meets monthly, and the monthly management accounts and other relevant information are circulated to all board members in advance of these meetings.

The consolidated group management accounts allow the performance of individual businesses to be monitored against budget, previous forecasts and prior year actual results.

Existing directors are required to retire and submit themselves for re-election at least every three years or at the first AGM after appointment. The appointment of new directors is delegated to a nominations committee, which makes recommendations to the Board.

Directors' remuneration
The Remuneration Committee consists entirely of the non-executive directors, and its policy and the details of each director's remuneration are clearly explained in its report on pages 13 and 14 and in note 5 of the 2006 Annual Report and Accounts.

A proportion of the executive directors' remuneration is structured so as to link rewards to corporate and individual performance. The board will consider every year whether the report of the Remuneration Committee should be an item on the AGM agenda.

Relations with the shareholders
After the announcement of the interim and final results the directors meet the major institutional and private shareholders to discuss trading and future developments. The board encourages all shareholders to participate at the AGM. Corporate news and financial information is provided on the company's website at www.stadium.co.uk.

Combined Code
The board recognises that the Combined Code represents best practice for AIM-listed companies, and regulates its activities with regard to the principles and provisions contained therein.

Statement of directors' responsibilities
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 1985.

They are also responsible for safeguarding the assets of the company and the group and hence for taking steps for the prevention and detection of fraud and other irregularities.

The directors understand their responsibility, under company law, to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and the group at the end of the financial year and of the profit or loss of the group for the year to that date, along with public information that gives a balanced and understandable assessment of the company's position and prospects. In preparing these financial statements the directors have:

• selected suitable accounting policies and applied them consistently;
• made judgements and estimates that are reasonable and prudent;
• used applicable accounting standards;

The directors are responsible for the maintenance and integrity of the website.

Internal control
The system of internal controls established by the directors is intended to be comprehensive, although the limitations of any system of control is such that it is designed to manage rather than eliminate the risk of failure to achieve business objectives and it provides a reasonable, rather than absolute, level of assurance against material misstatement or loss.

The principal features of the system of internal financial controls are:

• budgetary control over all operating units, measuring performance against pre-determined targets on at least a monthly basis
• regular forecasting and reviews covering trading performance, assets, liabilities and cash  flows
• delegated limits of authority covering key financial commitments including capital expenditure and recruitment
• identification and management of key business and inherent risks
• implementation and annual review of a group compliance manual.

The board continually reviews the effectiveness of other internal controls, including financial, operational, compliance controls and risk management.
Legislation in the UK concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Audit Committee
The Audit Committee, which comprises the non-executive directors, meets to consider the scope and key issues in planning the external audit. The external auditors report their findings and any recommendations to the Audit Committee prior to the approval of the financialstatements.

Going concern
The directors confirm that, after having made appropriate enquiries, they have a reasonable expectation that the group and company have adequate resources to continue operating for the foreseeable future. Accordingly the directors continue to adopt the going concern basis in the preparation of the accounts.

 By order of the Board
 Colin Wilson
 Company Secretary
 26 February 2007

Stadium Group plc is a company registered in England and Wales which operates in the UK. The company has a number of wholly owned subsidairies which are incorporated and operate as follows:

At 14 February 2008 there were 28,804,698 ordinary shares of 5p each in issue and listed on the Alternative Investment Market. Of these shares, 8,409,129 were not in public hands.

Notifiable holdings equal to or in excess of 3 percent of the issued ordinary share capital at 14 February 2008 were:

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StadiumGroupplcPlacingbyNatwestMarkets.pdf

16.8 M

CompaniesAct1908to197.pdf

15.5 M