PSH-Annual-Report

Recommendations

Info

Annual Report Year Ended December 31, 2014INTERNAL CONTROLSIt is the duty of the Audit Committee to examine theeffectiveness of the Company’s internal controlsystems and to undertake an annual review of thesignificant operational risks faced by the Companyand to consider the effectiveness of theprocedures in place to control these operationalrisks. As the Audit Committee was formed inOctober 2014, the Audit Committee has notundertaken its annual review at the date of thisreport. However, at each quarterly Board meetingsince the Company was formed, the Board hasreviewed the significant operational risks faced bythe Company and the procedures that are in placeto manage those operational risks.The Audit Committee has also reviewed theBoard’s processes for evaluating operational risk.The Board is ultimately responsible for theCompany’s system of internal controls and forreviewing its effectiveness for managing theoperational risks to which the Company isexposed. The internal control systems aredesigned to manage, rather than eliminate, theoperational risk of failure to achieve businessobjectives and by their nature can only providereasonable and not absolute assurance againstmisstatement and loss. The Board confirms thereis an ongoing process for identifying, evaluatingand managing the significant operational risksfaced by the Company.The Company does not have an internal auditdepartment. All of the Company’s managementfunctions are delegated to independent thirdparties and it is therefore felt that there is no needfor the Company to have an internal audit facility.The Company is dependent on the internal controlsystems of its service providers.AUDITORSIt is the duty of the Audit Committee, among otherthings, to: Consider and make recommendations to theBoard, to be put to shareholders for approval atthe Annual General Meeting, in respect of theappointment of external auditors; Discuss and agree with the external auditorsthe nature and scope of the audit; Keep under review the scope, results and costeffectiveness of the audit and the independenceand objectivity of the auditors; and Review the external auditors’ letter ofengagement, audit plan and managementletter.The Audit Committee reviewed the scope of theaudit and the fee proposal set out by the auditorsin their audit planning report and discussed thesewith the auditors at an Audit Committee meetingheld on December 10, 2014. The Audit Committeerecommended to the Board that it accept theauditors’ proposed fee of approximately $144,000for the audit of the Annual Report and FinancialStatements.The Audit Committee understands the importanceof auditor independence and, during the year, theAudit Committee reviewed the independence andobjectivity of the auditors. The Audit Committeereceived a report from the auditors confirming theirindependence and the controls that they have inplace to ensure that its independence is notcompromised.During the year, Ernst & Young LLP acted asreporting accountants on the IPO. Ernst & YoungLLP were paid $1.5 million for their services inrelation to the IPO. The Audit Committee believesthat this non-audit work has not affected theauditors’ independence.Shareholders should note that the primaryreporting framework for the Company’s audit isInternational Standards on Auditing (UK & Ireland);the auditor’s report thereunder is set out on pages35 and 36. The Annual Report also includes onpage 37 a report from the auditors to the directorsin accordance with US Generally AcceptedAuditing Standards in order to satisfy various USregulatory requirements.Ernst & Young LLP have been appointed toprovide audit services to the Company, and haveacted as the Company’s auditors since they wereappointed to audit the Company’s first financialstatements, for the period ended December 31,2012. A resolution to re-appoint Ernst & YoungLLP as auditors will be proposed at theforthcoming Annual General Meeting./s/ Richard BatteyRichard BatteyChairman of the Audit CommitteeMarch 24, 201534 PERSHING SQUARE HOLDINGS, LTD.
Annual Report Year Ended December 31, 2014Report of Independent AuditorsINDEPENDENT AUDITOR’S REPORTTO THE MEMBERS OF PERSHINGSQUARE HOLDINGS, LTD.We have audited the financial statements ofPershing Square Holdings, Ltd. (the “Company”)for the year ended December 31, 2014 whichcomprise the Statement of Financial Position, theStatement of Comprehensive Income, theStatement of Changes in Net Assets Attributable toNon-Equity Shareholders, the Statement ofChanges in Equity, the Statement of Cash Flowsand the related notes 1 to 19. The financialreporting framework that has been applied in theirpreparation is applicable law and InternationalFinancial Reporting Standards (IFRS).This report is made solely to the Company’smembers, as a body, in accordance with Section262 of the Companies (Guernsey) Law, 2008. Ouraudit work has been undertaken so that we mightstate to the Company’s members those matters weare required to state to them in an auditor’s reportand for no other purpose. To the fullest extentpermitted by law, we do not accept or assumeresponsibility to anyone other than the Companyand the Company’s members as a body, for ouraudit work, for this report, or for the opinions wehave formed.Respective Responsibilities of Directors and AuditorAs explained more fully in the Report of theDirectors set out on page 28, the Directors areresponsible for the preparation of the financialstatements and for being satisfied that they give atrue and fair view. Our responsibility is to audit andexpress an opinion on the financial statements inaccordance with applicable law and InternationalStandards on Auditing (UK and Ireland). Thosestandards require us to comply with the AuditingPractices Board’s Ethical Standards for Auditors.Scope of the Audit of the Financial Statementsreasonableness of significant accounting estimatesmade by the Directors; and the overall presentationof the financial statements. In addition, we read allthe financial and non-financial information in theAnnual Report and financial statements to identifymaterial inconsistencies with the audited financialstatements and to identify any information that isapparently materially incorrect based on, ormaterially inconsistent with, the knowledgeacquired by us in the course of performing theaudit. If we become aware of any apparentmaterial misstatements or inconsistencies weconsider the implications for our report.Opinion on Financial StatementsIn our opinion the financial statements:► give a true and fair view of the state of theCompany’s affairs as at December 31, 2014and of its profit for the year then ended;► have been properly prepared in accordancewith IFRSs; and► have been prepared in accordance with therequirements of the Companies (Guernsey)Law, 2008.Matters on Which we are Required to Report byExceptionWe have nothing to report in respect of thefollowing:Under the ISAs (UK and Ireland), we are requiredto report to you if, in our opinion, information in theAnnual Report is:► materially inconsistent with the information inthe audited financial statements; or► apparently materially incorrect based on, ormaterially inconsistent with, our knowledge ofthe Company acquired in the course ofperforming our audit; or► is otherwise misleading.An audit involves obtaining evidence about theamounts and disclosures in the financialstatements sufficient to give reasonable assurancethat the financial statements are free from materialmisstatement, whether caused by fraud or error.This includes an assessment of: whether theaccounting policies are appropriate to theCompany’s circumstances and have beenconsistently applied and adequately disclosed; thePERSHING SQUARE HOLDINGS, LTD. 35
Page 1 and 2: 2014 Annual Report
Page 3 and 4: Annual Report Year Ended December 3
Page 35: Annual Report Year Ended December 3
Page 41 and 42: Annual Report December 31, 2014Stat
Page 43 and 44: Annual Report Years Ended December
Page 45 and 46: Annual Report Years Ended December
Page 47 and 48: Annual Report December 31, 2014Note
Page 73 and 74: Annual Report December 31, 2014U.S.

PSH-Annual-Report

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?