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Directors' Report: Governance - British American Tobacco

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www.bat.com/annualreport2009<br />

RESPONSIBILITY OF DIRECTORS<br />

Directors’ responsibilities in relation to the financial statements<br />

The following statement sets out the responsibilities of the Directors<br />

in relation to the financial statements of both the Group and the<br />

Company. The reports of the independent auditors for the Group<br />

and the Company set out their responsibilities in relation to those<br />

financial statements.<br />

Company law requires the Directors to prepare financial statements for<br />

each financial year which give a true and fair view of the state of affairs<br />

of the Company and the Group as at the end of the financial year and<br />

of the profit or loss of the Group and the Company for the financial year.<br />

In preparing those financial statements, the Directors are required to:<br />

■ select appropriate accounting policies and apply them consistently;<br />

■ make judgments and estimates that are reasonable and prudent;<br />

■ state whether applicable accounting standards have been followed,<br />

subject to any material departures being disclosed and explained; and<br />

■ prepare the financial statements on the going concern basis, unless<br />

they consider that to be inappropriate.<br />

The applicable accounting standards referred to above are: (a) United<br />

Kingdom Generally Accepted Accounting Principles (UK GAAP) for the<br />

Company; and (b) International Financial <strong>Report</strong>ing Standards (IFRS)<br />

as adopted by the European Union and implemented in the UK for<br />

the Group.<br />

The Directors are responsible for ensuring that the Company keeps<br />

sufficient accounting records to disclose with reasonable accuracy<br />

the financial position of the Company and the Group and to enable<br />

them to ensure that the Group financial statements comply with the<br />

Companies Act 2006 and Article 4 of the IAS Regulation, and that<br />

the Company financial statements and the Directors’ Remuneration<br />

report comply with the Companies Act 2006. They are also responsible<br />

for taking reasonable steps to safeguard the assets of the Company<br />

and the Group and, in that context, having proper regard to the<br />

establishment of appropriate systems of internal control with a view<br />

to the prevention and detection of fraud and other irregularities.<br />

The Directors are required to prepare financial statements and to<br />

provide the auditors with every opportunity to take whatever steps and<br />

undertake whatever inspections the auditors consider to be appropriate<br />

for the purpose of enabling them to give their audit report.<br />

Directors’ report: <strong>Governance</strong><br />

<strong>British</strong> <strong>American</strong> <strong>Tobacco</strong> Annual <strong>Report</strong> 2009<br />

The Directors are responsible for the maintenance and integrity of the<br />

Annual <strong>Report</strong> on www.bat.com in accordance with the UK legislation<br />

governing the preparation and dissemination of financial statements.<br />

Access to the website is available from outside the UK, where<br />

comparable legislation may be different.<br />

The Directors consider that they have pursued the actions necessary<br />

to meet their responsibilities as set out in this statement.<br />

Directors’ declaration in relation to relevant audit information<br />

Having made enquiries of fellow Directors and of the Company’s<br />

auditors, each of the Directors confirms that:<br />

■ to the best of his or her knowledge and belief, there is no relevant<br />

audit information of which the Company’s auditors are unaware; and<br />

■ he or she has taken all steps that a Director might reasonably be<br />

expected to have taken in order to make himself or herself aware<br />

of relevant audit information and to establish that the Company’s<br />

auditors are aware of that information.<br />

Directors’ responsibility statement<br />

The Directors confirm to the best of their knowledge and belief that:<br />

■ the financial statements, prepared in accordance with IFRS, as<br />

adopted by the European Union, give a true and fair view of the<br />

assets, liabilities, financial position and profit or loss of the Company<br />

and the Group; and<br />

■ the Directors’ report (which incorporates the Business review) includes<br />

a fair review of the development and performance of the business<br />

and the position of the Group and the Company, together with a<br />

description of the principal risks and uncertainties that they face.<br />

The names of the Directors are listed in this Directors’ report and their<br />

details appear on the Board of Directors page.<br />

Neither the Company nor the Directors accept any liability to any<br />

person in relation to this Annual <strong>Report</strong> except to the extent that such<br />

liability could arise under English law. Accordingly, any liability to a<br />

person who has demonstrated reliance on any untrue or misleading<br />

statement or omission shall be determined in accordance with section<br />

90A of the Financial Services and Markets Act 2000.<br />

The responsibility statement was approved by the Board of Directors<br />

on 24 February 2010 and signed on its behalf by:<br />

Richard Burrows Ben Stevens<br />

Chairman Finance Director<br />

105<br />

From the Chairman<br />

Performance<br />

and strategy Regional review Financial review <strong>Governance</strong><br />

Group financial<br />

statements<br />

Parent Company<br />

financial statements<br />

Shareholder<br />

information

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