BT 2002 Annual Report Download - page 72

Report of the independent auditors
to the shareholders of BT Group plc
We have audited the ®nancial statements which comprise
the group pro®t and loss account, group and company
balance sheets (except for the unaudited pro forma
information included on the group balance sheet and in
note 1(d)), group cash ¯ow statement, group statement of
total recognised gains and losses and the related notes
which have been prepared under the historic cost
convention and the accounting policies set out in the
Accounting Policies section and the United States Generally
Accepted Accounting Principles section.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report
and the ®nancial statements in accordance with applicable
United Kingdom law and accounting standards are set out
in the statement of directors' responsibilities.
Our responsibility is to audit the ®nancial statements in
accordance with relevant legal and regulatory requirements,
United Kingdom Auditing Standards issued by the Auditing
Practices Board and the Listing Rules of the Financial
Services Authority.
We report to you our opinion as to whether the ®nancial
statements give a true and fair view and are 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 ®nancial 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 speci®ed by law or the Listing
Rules regarding directors' remuneration and transactions is
not disclosed.
We read the other information contained in the annual
report and consider the implications for our report if we
become aware of any apparent misstatements or material
inconsistencies with the ®nancial statements. The other
information comprises only those sections set out in the
table of contents including Financial headlines, Chairman's
message, Chief Executive's statement, Business and
Financial reviews, Five-year ®nancial summary, Report of
the directors, Corporate governance and Risk factors.
We review whether the corporate governance
statement re¯ects the company's compliance with the
seven provisions of the Combined Code speci®ed for our
review by the Listing Rules, 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
to form an opinion on the effectiveness of the company's or
group's corporate governance procedures or its risk and
control procedures.
Basis of audit opinion
We conducted our audit in accordance with auditing
standards issued by the Auditing Practices Board and in
accordance with auditing standards generally accepted in
the United States. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures
in the ®nancial statements. It also includes an assessment
of the signi®cant estimates and judgements made by the
directors in the preparation of the ®nancial statements, and
of whether the accounting policies are appropriate to the
company'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 suf®cient evidence to
give reasonable assurance that the ®nancial statements 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 ®nancial statements.
Opinion
In our opinion the ®nancial statements:
&give a true and fair view of the state of affairs of the
company and the group at 31 March 2002 and of the pro®t
and cash ¯ows of the group for the year then ended and
have been properly prepared in accordance with the
Companies Act 1985.
&present fairly, in all material respects, the consolidated
®nancial position of the group as at 31 March 2002 and
31 March 2001, and the results of its operations and its
cash ¯ows for the years ended 31 March 2002, 31 March
2001 and 31 March 2000 in conformity with accounting
principles generally accepted in the United Kingdom. These
principles differ in certain respects from accounting
principles generally accepted in the United States. The
effect of the differences in the determination of net income,
shareholders' equity and cash ¯ows is shown in the United
States Generally Accepted Accounting Principles section.
PricewaterhouseCoopers
Chartered Accountants and Registered Auditors
London
21 May 2002
BT Group Annual Report and Form 20-F 2002 71