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Vodafone Group Plc Annual Report & Accounts and Form 20-F 2003
70
REPORT OF INDEPENDENT AUDITORS
Independent auditors’ report to the members of the Company
We have audited the Consolidated Financial Statements of Vodafone Group Plc for the year ended 31 March 2003, which comprise the consolidated and Company
balance sheets at 31 March 2003 and 2002, the consolidated profit and loss accounts, the consolidated cash flow statements, the consolidated statements of total
recognised gains and losses and the movement in total equity shareholders’ funds for the three years ended 31 March 2003 and the related notes 1 to 37. These
financial statements have been prepared under the accounting policies set out therein. We have also audited the information in the part of the Board’s Report to
Shareholders on Directors’ Remuneration that is described as having been audited.
Respective responsibilities of directors and auditors
As described in the Statement of Directors’ Responsibilities, the Company’s directors are responsible for the preparation of the financial statements in accordance with
applicable United Kingdom law and accounting standards. They are also responsible for the preparation of the other information contained in the Annual Report &
Accounts and Form 20-F including the Board’s Report to Shareholders on Directors’ Remuneration. Our responsibility is to audit the financial statements and the part of
the Board’s Report to Shareholders on Directors’ Remuneration described as having been audited in accordance with relevant United Kingdom legal and regulatory
requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the Board’s Report to
Shareholders on Directors’ Remuneration described as having been audited have been properly prepared in accordance with the Companies Act 1985. We also report
to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the Company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and transactions with the
Company and other members of the Group is not disclosed.
We review whether the Corporate Governance statement reflects the Company’s compliance with the seven provisions of the Combined Code specified for our review
by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the Board’s statements on internal control
cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read the Directors’ Report and the other information contained in the Annual Report & Accounts and Form 20-F for the year ended 31 March 2003 as described in
the contents section, including the unaudited part of the Board’s Report to Shareholders on Directors’ Remuneration and consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the financial statements.
Basis of audit opinions
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board and with generally accepted auditing standards
in the United States of America. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the
part of the Board’s Report to Shareholders on Directors’ Remuneration described as having been audited. It also includes an assessment of the significant estimates
and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the circumstances of
the Company and the Group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence
to give reasonable assurance that the financial statements and the part of the Board’s Report to Shareholders on Directors’ Remuneration described as having been
audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the financial statements and the part of the Board’s Report to Shareholders on Directors’ Remuneration described as having been
audited.