Vodafone 2009 Annual Report Download - page 71

Financials
Vodafone Group Plc Annual Report 2009 69
Directors’ statement of responsibility
Financial statements and accounting records
Company law of England and Wales requires the directors to prepare financial
statements for each financial year which give a true and fair view of the state of affairs
of the Company and of the Group at the end of the financial year and of the profit or
loss of the Group for that period. In preparing those financial statements, the directors
are required to:
select suitable accounting policies and apply them consistently;•
make judgements and estimates that are reasonable and prudent;•
state whether the consolidated financial statements have been prepared in •
accordance with International Financial Reporting Standards (‘IFRS’) as adopted
for use in the EU;
state for the Company financial statements whether applicable UK accounting •
standards have been followed; and
prepare the financial statements on a going concern basis unless it is inappropriate•
to presume that the Company and the Group will continue in business.
The directors are responsible for keeping proper accounting records which disclose
with reasonable accuracy at any time the financial position of the Company and of
the Group and to enable them to ensure that the financial statements comply with
the Companies Act 1985 and Article 4 of the EU IAS Regulation. They are also
responsible for the system of internal control, for safeguarding the assets of the
Company and the Group and, hence, for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Directors’ responsibility statement
The Board confirms to the best of its knowledge:
the consolidated f inancial statements, prepared in accordance with IFRS as issued •
by the International Accounting Standards Board (‘IASB’) and IFRS as adopted by
the EU, give a true and fair view of the assets, liabilities, financial position and profit
or loss of the Group; and
the directors’ report includes a fair review of the development and performance •
of the business and the position of the Group, together with a description of the
principal risks and uncertainties that it faces.
Neither the Company nor the directors accept any liability to any person in relation
to the annual report except to the extent that such liability could arise under English
law. Accordingly, any liability to a person who has demonstrated reliance on any
untrue or misleading statement or omission shall be determined in accordance with
section 90A of the Financial Services and Markets Act 2000.
Disclosure of information to auditors
Having made the requisite enquiries, so far as the directors are aware, there is no
relevant audit information (as defined by Section 234ZA of the Companies Act 1985)
of which the Company’s auditors are unaware, and the directors have taken all the
steps they ought to have taken to make themselves aware of any relevant audit
information and to establish that the Company’s auditors are aware of that information.
Going concern
After reviewing the Group’s and Company’s budget for the next financial year, and
other longer term plans, the directors are satisfied that, at the time of approving the
financial statements, it is appropriate to adopt the going concern basis in preparing
the financial statements. Further detail is included within liquidity and capital
resources on pages 41 to 44 and notes 24 and 25 to the consolidated financial
statements which include disclosure in relation to the Group’s objectives, policies and
processes for managing its capital; its financial risk management objectives; details
of its financial instruments and hedging activities; and its exposures to credit risk and
liquidity risk.
Management’s report on internal control
over nancial reporting
As required by section 404 of the Sarbanes-Oxley Act of 2002, management is
responsible for establishing and maintaining adequate internal control over financial
reporting for the Group.
The Company’s internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of assets; provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of financial statements in accordance with IFRS, as adopted by the EU
and IFRS as issued by the IASB, and that receipts and expenditures are being made
only in accordance with authorisation of management and the directors of the
Company; and provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use or disposition of the Company’s assets
that could have a material effect on the financial statements.
Any internal control framework, no matter how well designed, has inherent limitations,
including the possibility of human error and the circumvention or overriding of the
controls and procedures, and may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions or because
the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the internal control over financial
reporting at 31 March 2009 based on the Internal Control – Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(‘COSO’). Based on management’s assessment, management has concluded that the
internal control over financial reporting was effective at 31 March 2009.
Management has not evaluated the internal controls of Vodacom Group (Pty) Limited
(‘Vodacom’), which is accounted for using proportionate consolidation, and the
conclusion regarding the effectiveness of internal control over financial reporting does
not extend to the internal controls of Vodacom. Management is unable to assess the
effectiveness of internal control at Vodacom due to the fact that it does not have the
ability to dictate or modify its controls and does not have the ability, in practice, to
assess those controls. The Group’s propor tionate interest in Vodacom’s total assets, net
assets, revenue and profit for the year is £1,749 million, £591 million, £1,778 million and
£198 million, respectively.
Management is not required to evaluate the internal controls of entities accounted
for under the equity method. Accordingly, the internal controls of these entities,
which contributed a net profit of £4,091 million (2008: £2,876 million) to the profit
for the financial year, have not been assessed, except relating to controls over the
recording of amounts relating to the investments that are recorded in the Group’s
consolidated financial statements.
During the period covered by this document, there were no changes in the Company’s
internal control over financial reporting that have materially affected or are
reasonably likely to materially affect the effectiveness of the internal controls over
financial reporting.
The Company’s internal control over financial reporting, as at 31 March 2009, has
been audited by Deloitte LLP, an independent registered public accounting f irm, who
also audit the Group’s consolidated financial statements. Their audit report on
internal controls over financial reporting is on page 70.
By Order of the Board
Stephen Scott
Secretary
19 May 2009