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Independent auditors’ report to the members
of Marks and Spencer Group plc
77
We have audited the Group and parent company financial
statements (the ‘financial statements’) of Marks and Spencer
Group plc for the year ended 28 March 2009 which comprise the
Consolidated and Company income statements, the Consolidated
and Company balance sheets, the Consolidated and Company
cash flow statements, the Consolidated statement of recognised
income and expense, the Company statement of changes in
shareholders’ equity and the related Group and parent company
notes. These financial statements have been prepared under
the accounting policies set out therein. We have also audited the
information in the Remuneration report that is described as having
been audited.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report,
the Remuneration report and the financial statements in accordance
with applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union are set out in the
Statement of directors’ responsibilities.
Our responsibility is to audit the financial statements and the part
of the Remuneration report to be audited in accordance with relevant
legal and regulatory requirements and International Standards on
Auditing (UK and Ireland). This report, including the opinion, has
been prepared for and only for the Company’s members as a body
in accordance with section 235 of the Companies Act 1985 and
for no other purpose. We do not, in giving this opinion, accept or
assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
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 Remuneration report to be audited have been
properly prepared in accordance with the Companies Act 1985
and, as regards the Group financial statements, Article 4 of the
IAS Regulation. We also report to you whether in our opinion the
information given in the Directors’ report is consistent with the
financial statements. The information given in the Directors’ report
includes that specific information presented in Performance and
KPIs and Business review.
In addition we report to you if, in our opinion, 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 other
transactions is not disclosed.
We review whether the Corporate governance statement reflects
the Company’s compliance with the nine provisions of the Combined
Code (2006) 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 other information contained in the Annual Report
and consider whether it is consistent with the audited financial
statements. The other information comprises only the Overview,
the Performance and KPIs, the Operating and financial review,
the Corporate governance statement, the unaudited part of the
Remuneration report and all of the information listed on the contents
page. We consider the implications for our report if we become
aware of any apparent misstatements or material inconsistencies
with the financial statements. Our responsibilities do not extend to
any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards
on Auditing (UK and Ireland) issued by the Auditing Practices Board.
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 Remuneration report to be 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 Group’s
and 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 sufficient evidence to give reasonable
assurance that the financial statements and the part of the
Remuneration report to be 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 Remuneration report to be audited.
Opinion
In our opinion:
the financial statements give a true and fair view, in accordance
with IFRSs as adopted by the European Union, of the state of the
Group’s and the parent company’s affairs as at 28 March 2009
and of the Group’s and the parent company’s profit and cash
flows for the year then ended;
the financial statements and the part of the Remuneration report
to be audited have been properly prepared in accordance with
the Companies Act 1985 and, as regards the Group financial
statements, Article 4 of the IAS Regulation; and
the information given in the Directors’ report is consistent with
the financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
18 May 2009