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 We have audited the
accounts on pages 40 to 72. We have also audited the tabulated information
and related footnotes set out in the Remuneration Report on pages 32 to
37 disclosing the directors’ emoluments and compensation, share options,
long term incentive plan, pensions and other matters specified by Part
3 of Schedule 7A to the Companies Act 1985.
This report is made solely
to the company’s members, as a body, in accordance with section 235
of the Companies Act 1985. Our audit work has been undertaken so that
we might state to the company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
The directors are responsible
for preparing the annual report and the directors’ remuneration report.
As described on page 38 this includes responsibility for preparing the
accounts in accordance with applicable United Kingdom law and accounting
standards. Our responsibilities, as independent auditors, are established
in the United Kingdom by statute, the Auditing Practices Board, the Listing
Rules of the Financial Services Authority, and by our profession’s
ethical guidance.
We report to you our
opinion as to whether the accounts give a true and fair view and whether
the accounts and the part of the directors’ remuneration report to
be audited have been 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 accounts, 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 specified
by law or the Listing Rules regarding directors’ remuneration and
transactions with the group is not disclosed.
We review whether the
statement on pages 30 and 31 reflects the company’s compliance with
the seven provisions of the Combined Code specified 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 form an opinion on the effectiveness of the
group’s corporate governance procedures or its risk and control procedures.
We read the other information
contained in the annual report, including the corporate governance statement
and the unaudited part of the directors’ remuneration report, and
consider whether it is consistent with the audited accounts. We consider
the implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the accounts.
We conducted our audit
in accordance with Auditing Standards issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant
to the amounts and disclosures in the accounts and the part of the directors’
remuneration report to be audited. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation
of the accounts, 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 accounts and the part of the directors’
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 accounts and the part of the directors’ remuneration
report to be audited.
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