The Board of Directors (‘Board') of Moneysupermarket.com Group PLC (‘Company') is committed to high standards of corporate governance and supports the principles laid down in the revised Combined Code on Corporate Governance published in June 2006 by the Financial Reporting Council (‘Combined Code'). This Corporate Governance Report describes how the principles of the Combined Code are applied by the Company and reports on the Company's compliance with the Combined Code's provisions.

The Board considers that the Company has complied with the provisions of the Combined Code throughout the year ended 31 December 2008 and to 24 February 2009 (being the latest practicable date prior to the publication of this report) except as set out below.

Board of Directors

The Board currently has eight members, comprising the Non-Executive Chairman, Gerald Corbett, two Independent Non-Executive Directors, Michael Wemms and Rob Rowley, and five Executive Directors, Simon Nixon, Paul Doughty, Peter Plumb, Graham Donoghue and David Osborne. Michael Wemms has been designated as the Senior Independent Non-Executive Director. All of the Directors bring strong judgement to the Board's deliberations. The Chairman and the Non-Executive Directors contribute external expertise and experience in areas of importance to the Group and they also contribute independent challenge and rigour to the Board's deliberations. Throughout the financial year ended 31 December 2008, half of the Board excluding the Chairman, comprised Non-Executive Directors determined by the Board to be independent.

The Board considers that all the Directors are able to devote sufficient time to their duties as Directors. Biographies of the Board are set out here including details of the significant commitments of the Chairman. The Board is satisfied that these appointments do not conflict with the Chairman's ability to carry out his duties and responsibilities effectively for the Group.

The Board considers that Gerald Corbett was independent on appointment as Chairman and considers Michael Wemms and Rob Rowley to be independent, being independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement. When determining the Chairman's independence on appointment, the Board had regard to his share award ('Share Award'). Under the Share Award, Gerald Corbett purchased ordinary shares in the Company on the listing of the Company on 31 July 2007 ('Listing') at £1.70 per ordinary share to the value of £200,000 and provided he completes three years' service as Chairman of the Company from Listing and retains the ordinary shares he purchased on Listing during that three year period, he will be entitled to subscribe at nominal value for two times the number of ordinary shares he purchased on Listing. The Board believes that the number of ordinary shares subject to the Share Award is not sufficient to have an impact on his independence and thus concludes that the Chairman was independent on appointment. Shareholder approval was obtained prior to the entry by the Company into the Share Award.

To enable the Non-Executive Directors to more freely discuss the performance of the Group's management, the Chairman meets with the Non-Executive Directors at least once each year without the Executive Directors present.

The Directors have direct and unrestricted access to the advice and services of the Company Secretary. Both the appointment and removal of the Company Secretary are matters for the Board as a whole. The Company Secretary is responsible for good information flow, ensures that Board procedures are followed and provides advice to the Board on corporate governance. Directors can, where they judge it necessary to discharge their responsibilities as Directors, obtain independent professional advice at the Company's expense. Directors have the right to require that any concerns they may have are recorded in the appropriate Board or Committee minutes.