Vodafone 2004 Annual Report Download - page 69

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 2004, which comprise the consolidated and Company balance
sheets at 31 March 2004 and 2003, 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 2004 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 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 for the year ended 31 March 2004 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 Opinion
We conducted our audit in accordance with United Kingdom auditing standards issued
by the Auditing Practices Board and with the standards of the Public Company
Accounting Oversight Board 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.
Opinions
UK opinion
In our opinion:
•the financial statements give a true and fair view of the state of affairs of the
Company and the Group at 31 March 2004 and of the loss of the Group for the
year then ended; and,
•the financial statements and that 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.
US opinion
In our opinion:
•the financial statements present fairly, in all material respects, the consolidated
financial position of the Group at 31 March 2004 and 2003 and the consolidated
results of its operations and cash flows for each of the three years in the period
ended 31 March 2004 in conformity with accounting principles generally
accepted in the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in significant
respects from accounting principles generally accepted in the United States of
America. The application of the latter would have affected the determination of net
loss for each of the three years ended 31 March 2004 and the determination of
shareholders’ equity at 31 March 2004 and 2003, to the extent summarised in
note 36 to the financial statements.
Deloitte and Touche LLP
Chartered Accountants and Registered Auditors
London, England
25 May 2004
Notes: An audit does not provide assurance on the maintenance and integrity of the website,
including controls used to achieve this, and in particular on whether any changes may have
occurred to the financial statements since first published. These matters are the responsibility of
the directors but no control procedures can provide absolute assurance in this area.
Legislation in the United Kingdom governing the preparation and dissemination of financial
statements differs from legislation in other jurisdictions.
Annual Report 2004 Vodafone Group Plc
67
Report of Independent Auditors