Vodafone 2014 Annual Report Download - page 92

Report of independent registered public accounting
rm to the members of Vodafone Group Plc
We have audited the internal control over nancial reporting
of Vodafone Group Plc and subsidiaries and applicable joint ventures
(the “Group”) as of 31 March 2014, based on criteria established
in Internal Control – Integrated Framework (1992) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
As described in management’s report on internal control over nancial
reporting, management excluded from its assessment the internal
control over nancial reporting at Kabel Deutschland Holding AG,
which became a subsidiary during the year and which accounted for
£9,741 million of total assets, £4,709 million of net assets, £735 million
of revenue and £242 million of loss for the nancial year of the
consolidated nancial statement amounts as of and for the year ended
31 March 2014. Accordingly our audit did not include the internal
control over nancial reporting at Kabel Deutschland Holding AG.
The Group’s management is responsible for maintaining effective
internal control over nancial reporting and for its assessment of the
effectiveness of internal control over nancial reporting, included
in the accompanying management’s report on internal control over
nancial reporting. Our responsibility is to express an opinion on the
Group’s internal control over nancial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over nancial
reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over nancial reporting,
assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
A company’s internal control over nancial reporting is a process
designed by, or under the supervision of, the company’s principal
executive and principal nancial ofcers, or persons performing
similar functions, and effected by the company’s board of directors,
management, and other personnel to provide reasonable assurance
regarding the reliability of nancial reporting and the preparation
of nancial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal
control over nancial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of nancial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are
being made only in accordance with authorisations of management
and directors of the company; and (3) 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 nancial statements.
Because of the inherent limitations of internal control over nancial
reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error
or fraud may not be prevented or detected on a timely basis. Also,
projections of any evaluation of the effectiveness of the internal control
over nancial reporting to future periods are subject to the risk that the
controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures
may deteriorate.
In our opinion, the Group maintained, in all material respects, effective
internal control over nancial reporting as of 31 March 2014, based
on the criteria established in Internal Control – Integrated Framework
(1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated
nancial statements of the Group as of and for the year ended 31 March
2014 prepared in conformity with International Financial Reporting
Standards (‘IFRS’) as adopted by the European Union and IFRS
as issued by the International Accounting Standards Board. Our report
dated 20 May 2014 expressed an unqualied opinion on those
nancial statements.
Deloitte LLP
London
United Kingdom
20 May 2014
Please refer to our Form 20-F to be led with the Securities and Exchange Commission
in June 2014 for the audit opinion over the consolidated nancial statements of the
Group as of 31 March 2014 and 2013 and for each of the three years in the period
ended 31 March 2014 issued in accordance with the standards of the Public Company
Accounting Oversight Board (United States).
Vodafone Group Plc
Annual Report 201490
Audit report on internal control over nancial reporting