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6. Statutory Auditors’ report on<br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS<br />

the consolidated financial statements<br />

This is a free translation into English of the Statutory Auditors’ report on the consolidated fi nancial statements issued in French and it is provided solely<br />

for the convenience of English speaking users. The Statutory Auditors’ report includes information specifi cally required by French law in such reports,<br />

whether modifi ed or not. This information is presented below the audit opinion on the consolidated fi nancial statements and includes an explanatory<br />

paragraph discussing the auditors’ assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose<br />

of issuing an audit opinion on the consolidated fi nancial statements taken as a whole and not to provide separate assurance on individual account balances,<br />

transactions, or disclosures. This report also includes information relating to the specifi c verifi cation of information given in the management report and in<br />

the documents addressed to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional<br />

auditing standards applicable in France.<br />

To the Shareholders,<br />

In compliance with the assignment entrusted to us by your Annual<br />

Shareholders’ Meeting, we hereby report to you, for the year ended<br />

December 31, 2011, on:<br />

• the audit of the accompanying consolidated fi nancial statements<br />

of <strong>Schneider</strong> <strong>Electric</strong> SA;<br />

• the justifi cation of our assessments;<br />

• the specifi c verifi cation required by French law.<br />

These consolidated fi nancial statements have been approved by<br />

the Management Board. Our role is to express an opinion on these<br />

consolidated fi nancial statements based on our audit.<br />

I – Opinion on the consolidated<br />

financial statements<br />

We conducted our audit in accordance with professional standards<br />

applicable in France; those standards require that we plan and<br />

perform the audit to obtain reasonable assurance about whether the<br />

consolidated fi nancial statements are free of material misstatement.<br />

An audit involves performing procedures, using sampling techniques<br />

or other methods of selection, to obtain audit evidence about the<br />

amounts and disclosures in the fi nancial statements. An audit also<br />

includes evaluating the appropriateness of accounting policies used<br />

and the reasonableness of accounting estimates made, as well as<br />

the overall presentation of the fi nancial statements. We believe that<br />

the audit evidence we have obtained is suffi cient and appropriate to<br />

provide a basis for our audit opinion.<br />

In our opinion, the consolidated fi nancial statements give a true and<br />

fair view of the assets and liabilities and of the fi nancial position of<br />

the Company as at December 31, 2011 and of the results of its<br />

operations for the year then ended in accordance with IFRS, as<br />

adopted by the European Union.<br />

II – Justification of assessments<br />

In accordance with the requirements of article L. 823-9 of French<br />

Commercial Code (Code de commerce) relating to the justifi cation<br />

of our assessments, we bring to your attention the following matters:<br />

• Note 1.8 to the consolidated fi nancial statements explains the<br />

method for recognizing research and development costs and<br />

describes the criteria under which development costs may<br />

be capitalized. We reviewed the data and assumptions used<br />

to identify projects that qualify for capitalization, as well as the<br />

Group’s calculations, and verifi ed that adequate disclosure is<br />

made in the notes to the consolidated fi nancial statements.<br />

• As explained in notes 1.10 and 8 to the consolidated fi nancial<br />

statements, intangible assets and goodwill are tested for<br />

impairment at least once a year and when factors exist indicating<br />

that the related assets may have suffered a loss of value. We<br />

analysed, on a test basis, the indicators of a loss of value and the<br />

other information evidencing the absence of any loss of value. We<br />

reviewed the data, assumptions used, and calculations made,<br />

and verifi ed that adequate disclosure is made in the notes to the<br />

consolidated fi nancial statements.<br />

• As indicated in notes 1.15 and 16 to the consolidated fi nancial<br />

statements, future tax benefi ts arising from the utilization of tax<br />

loss carry forwards are recognized only when they can reasonably<br />

be expected to be realized. We verifi ed the reasonableness of the<br />

assumptions used to produce estimate of future taxable income<br />

used to support assessments of the recoverability of these<br />

deferred tax assets.<br />

• Notes 1.18 and 22 describe the method for valuing pensions<br />

and other post-employment obligations. Actuarial valuations<br />

were performed for these commitments. We reviewed the data,<br />

assumptions used, and calculations made, and verifi ed that<br />

adequate disclosure is made in the notes to the consolidated<br />

fi nancial statements.<br />

• Note 7 “Restructuring costs” states the amount of restructuring<br />

costs recorded in 2011. We verifi ed that, based on currently<br />

available information, these costs concern restructuring measures<br />

initiated or announced before December 31, 2011, for which<br />

provisions have been recorded based on an estimate of the costs<br />

to be incurred. We also reviewed the data and assumptions used<br />

by the Group to make these estimates.<br />

These assessments were made as part of our audit of the<br />

consolidated fi nancial statements taken as a whole and therefore<br />

contributed to the opinion we formed which is expressed in the fi rst<br />

part of this report.<br />

III – Specific verification<br />

As required by law we have also verifi ed in accordance with<br />

professional standards applicable in France the information<br />

presented in the Group’s management report.<br />

We have no matter to report as to its fair presentation and its<br />

consistency with the consolidated fi nancial statements.<br />

Courbevoie and Paris-La Défense, February 21, 2012<br />

The Statutory Auditors<br />

French original signed by<br />

Mazars Ernst & Young et Autres<br />

David CHAUDAT Yvon SALAÜN<br />

2011 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC<br />

217<br />

5

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