Vodafone 2006 Annual Report Download - page 133

Financials
Vodafone Group Plc Annual Report 2006 131
We have audited the Consolidated Financial Statements of Vodafone Group Plc, which
comprise the consolidated consolidated balance sheets at 31 March 2006 and 2005,
the consolidated income statements, consolidated cash flow statements, the
consolidated statements of recognised income and expenses for each of the two years
in the period ended 31 March 2006 and the related notes numbered 1 to 40. These
Consolidated Financial Statements have been prepared under the accounting policies
set out therein. We have also audited the information in the directors’ remuneration
report that is described as having been audited.
We have reported separately on the individual Company Financial Statements of
Vodafone Group Plc for the year ended 31 March 2006.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report, the directors’
remuneration report and the Consolidated Financial Statements in accordance with
applicable law and International Financial Reporting Standards (IFRS) as adopted for use
in the European Union are set out in the statement of directors’ responsibilities.
Our responsibility is to audit the Consolidated Financial Statements and the part of the
directors’ remuneration report described as having been audited in accordance with
relevant United Kingdom legal and regulatory requirements and International Standards
on Auditing (UK and Ireland).
We report to you our opinion as to whether the Consolidated Financial Statements give a
true and fair view in accordance with the relevant financial reporting framework and
whether the Consolidated Financial Statements and the part of the directors’
remuneration report described as having been audited have been properly prepared in
accordance with the Companies Act 1985 and Article 4 of the IAS Regulation.
We report to you if in our opinion the information given in the directors’ report is not
consistent with the Consolidated Financial Statements. We also report to you if we have
not received all the information and explanations we require for our audit, or if
information specified by law regarding directors’ transactions with the Company and
other members of the Group is not disclosed.
We also report to you if, in our opinion, the Company has not complied with any of the
four directors’ remuneration disclosure requirements specified for our review by the
Listing Rules of the Financial Services Authority. These comprise the amount of each
element in the remuneration package and information on share options, details of long
term incentive schemes, and money purchase and defined benefit schemes. We give a
statement, to the extent possible, of details of any non-compliance.
We review whether the corporate governance statement reflects the Company’s
compliance with the nine provisions of the 2003 FRC 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 statement on internal control
covers 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 above year as described in the contents section including the unaudited part of
the directors’ remuneration report and we consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the
Consolidated Financial Statements.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and
Ireland) issued by the Auditing Practices Board and with the standards of the Public
Company Accounting Oversight Board (United States). The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the circumstances but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion. An audit
includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the Consolidated Financial Statements and the part of the directors’
remuneration report 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 Consolidated Financial Statements, and of whether the accounting policies are
appropriate to the Group’s circumstances, 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 Consolidated Financial Statements and
the part of the directors’ remuneration report 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 Consolidated Financial Statements and the part of the directors’
remuneration report described as having been audited.
Opinions
IFRS opinion
In our opinion:
•the Consolidated Financial Statements give a true and fair view, in accordance with
IFRS as adopted for use in the European Union, of the state of the Group’s affairs as at
31 March 2006 and of its loss for the year then ended;
•the Consolidated Financial Statements and the part of the directors’ remuneration
report described as having been audited have been properly prepared in accordance
with the Companies Act 1985 and Article 4 of the IAS Regulation; and
•the information given in the directors’ report is consistent with the Consolidated
Financial Statements.
As explained in note 1 of the Consolidated Financial Statements, the Group, in addition
to complying with its legal obligation to comply with IFRS as adopted for use in the
European Union, has also complied with the IFRS as issued by the International
Accounting Standards Board. Accordingly, in our opinion the financial statements give a
true and fair view, in accordance with IFRS, of the state of the Group’s affairs as at
31 March 2006 and of its loss for the year then ended.
US opinion
In our opinion the Consolidated Financial Statements present fairly, in all material
respects, the consolidated financial position of the Group at 31 March 2006 and 2005
and the consolidated results of its operations and cash flows for each of the two years in
the period ended 31 March 2006 in conformity with IFRS as adopted for use in the
European Union and as issued by the International Accounting Standards Board.
IFRS vary in significant respects from the accounting principles generally accepted in
the United States of America. Information relating to the nature and effect of such
differences is presented in note 38 to the Consolidated Financial Statements.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
30 May 2006
Report of Independent Registered Public Accounting Firm to the Members of Vodafone Group Plc