Vodafone 2012 Annual Report Download - page 92

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Vodafone Group Plc
Annual Report 2012
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 2012 based on criteria established in Internal
Control – Integrated Framework issued by the Committee of
SponsoringOrganizations of the Treadway Commission. As described
inmanagement’s report on internal control over nancial reporting,
management has excluded from its assessment the internal control
over nancial reporting of those entities that are accounted for under
the equity method, including Verizon Wireless, because the Group does
not have the ability to dictate or modify controls at these entities and
does not have the ability to assess, in practice, the controls at these
entities. Accordingly, the internal control over nancial reporting of
these entities, which contributed a net prot of £4,963 million to the
prot for the nancial year, have not been assessed, except relating
tothe Group’s controls over the recording and related disclosures of
amounts relating to the investments that are recorded in the
consolidated nancial statements.
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 2012,
based on the criteria established in Internal Control – Integrated
Framework 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
2012, 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 22May 2012 expressed an unqualied opinion on those
nancialstatements.
Deloitte LLP
London
United Kingdom
22 May 2012
Please refer to our Form 20-F to be led with the Securities and Exchange Commission
on1 June 2012 for the audit opinion over the consolidated nancial statements of the
Group as of 31 March 2012 and 2011 and for each of the three years in the period ended
31March 2012 issued in accordance with the standards of the Public Company
Accounting Oversight Board (United States).
Audit report on internal controls