34The <strong>Carphone</strong> <strong>Warehouse</strong> <strong>Group</strong> PLC <strong>Annual</strong> <strong>Report</strong> 2006Statement of Directors’ ResponsibilitiesUnited Kingdom company law requires the Directors to prepare financialstatements for each financial period which give a true and fair view of thestate of affairs of the Company and <strong>Group</strong> and of their profit or loss for thatperiod. In preparing those financial statements, the Directors are required to:• Select suitable accounting policies and then apply them consistently;• Make judgements and estimates that are reasonable and prudent;• State whether applicable accounting standards have been followed; and• Prepare the financial statements on the going concern basis unlessit is inappropriate to presume that the <strong>Group</strong> will continue in business.The Directors are responsible for keeping proper accounting recordswhich disclose with reasonable accuracy at any time the financial positionof Company and <strong>Group</strong> and enable them to ensure that the financialstatements comply with the Companies Act 1985. They are alsoresponsible for taking such steps as are reasonably open to them tosafeguard the assets of the Company and <strong>Group</strong> and to prevent anddetect fraud and other irregularities.Each of the persons who is a Director at the date of approval of this<strong>Report</strong> confirms that:• so far as the Director is aware, there is no relevant audit informationof which the Company’s auditors are unaware; and• the Director has taken all the steps that he/she ought to have takenas a director in order to make himself/herself aware of any relevantaudit information and to establish that the Company’s auditors areaware of that information.This confirmation is given and should be interpreted in accordancewith the provisions of s234ZA of the Companies Act 1985.
www.cpw<strong>plc</strong>.com 35Financial StatementsIndependent Auditors’ <strong>Report</strong>Independent Auditors’ <strong>Report</strong> to the members of The <strong>Carphone</strong><strong>Warehouse</strong> <strong>Group</strong> PLCWe have audited the <strong>Group</strong> financial statements of The <strong>Carphone</strong><strong>Warehouse</strong> <strong>Group</strong> PLC for the 52 weeks ended 1 April 2006 whichcomprise the consolidated income statement, consolidated statement ofchanges in equity, consolidated balance sheet, the consolidated cash flowstatement and the related notes 1 to 32. These <strong>Group</strong> financial statementshave been prepared under the accounting policies set out therein. Wehave also audited the information in the Remuneration <strong>Report</strong> that isdescribed as having been audited.We have reported separately on the individual Company financialstatements of The <strong>Carphone</strong> <strong>Warehouse</strong> <strong>Group</strong> PLC.This <strong>Report</strong> is made solely to the Company’s members, as a body, inaccordance with section 235 of the Companies Act 1985. Our audit workhas been undertaken so that we might state to the Company’s membersthose matters we are required to state to them in an auditors’ report andfor no other purpose. To the fullest extent permitted by law, we do notaccept or assume responsibility to anyone other than the Company andthe Company’s members as a body, for our audit work, for this <strong>Report</strong>,or for the opinions we have formed.Respective responsibilities of Directors and AuditorsThe Directors’ responsibilities for preparing the <strong>Annual</strong> <strong>Report</strong>, theRemuneration <strong>Report</strong> and the <strong>Group</strong> financial statements in accordancewith applicable law and International Financial <strong>Report</strong>ing Standards (IFRSs)as adopted for use in the European Union are set out in the Statement ofDirectors’ Responsibilities.Our responsibility is to audit the <strong>Group</strong> financial statements and thepart of the Remuneration <strong>Report</strong> described as having been auditedin accordance with relevant United Kingdom legal and regulatoryrequirements and International Standards on Auditing (UK and Ireland).We report to you our opinion as to whether the <strong>Group</strong> financial statementsgive a true and fair view in accordance with the relevant financial reportingframework and whether the <strong>Group</strong> financial statements and the part ofthe Remuneration <strong>Report</strong> described as having been audited have beenproperly prepared in accordance with the Companies Act 1985 andArticle 4 of the IAS Regulation. We report to you whether in our opinionthe information given in the Directors’ <strong>Report</strong> is consistent with the <strong>Group</strong>financial statements. We also report to you if we have not received allthe information and explanations we require for our audit, or if informationspecified by law regarding Directors’ transactions with the Company andother members of the <strong>Group</strong> is not disclosed.We also report to you if, in our opinion, the Company has not compliedwith any of the four directors’ remuneration disclosure requirementsspecified for our review by the Listing Rules of the Financial ServicesAuthority. These comprise the amount of each element in the remunerationpackage and information on share options, details of long-term incentiveschemes, and money purchase and defined benefit schemes. We givea statement, to the extent possible, of details of any non-compliance.We review whether the corporate governance statement reflects theCompany’s compliance with the nine provisions of the 2003 FRC CombinedCode specified for our review by the Listing Rules of the Financial ServicesAuthority, and we report if it does not. We are not required to considerwhether the Board’s statement on internal control covers all risks andcontrols, or form an opinion on the effectiveness of the <strong>Group</strong>’s corporategovernance procedures or its risk and control procedures.We read the Directors’ <strong>Report</strong> and the other information contained inthe <strong>Annual</strong> <strong>Report</strong> for the above period as described in the contentssection including the unaudited part of the Remuneration <strong>Report</strong> andwe consider the implications for our <strong>Report</strong> if we become aware of anyapparent misstatements or material inconsistencies with the <strong>Group</strong>financial statements.Basis of audit opinionWe conducted our audit in accordance with International Standards onAuditing (UK and Ireland) issued by the Auditing Practices Board. An auditincludes examination, on a test basis, of evidence relevant to the amountsand disclosures in the <strong>Group</strong> financial statements and the part of theRemuneration <strong>Report</strong> described as having been audited. It also includesan assessment of the significant estimates and judgements made by theDirectors in the preparation of the <strong>Group</strong> financial statements, and ofwhether the accounting policies are appropriate to the Company’scircumstances, consistently applied and adequately disclosed.We planned and performed our audit so as to obtain all the informationand explanations which we considered necessary in order to provideus with sufficient evidence to give reasonable assurance that the <strong>Group</strong>financial statements and the part of the Remuneration <strong>Report</strong> describedas having been audited are free from material misstatement, whethercaused by fraud or other irregularity or error. In forming our opinion wealso evaluated the overall adequacy of the presentation of information inthe <strong>Group</strong> financial statements and the part of the Remuneration <strong>Report</strong>described as having been audited.OpinionIn our opinion:• the <strong>Group</strong> financial statements give a true and fair view, in accordancewith IFRSs as adopted for use in the European Union, of the state of the<strong>Group</strong>’s affairs as at 1 April 2006 and of its profit for the 52 week periodthen ended; and• the <strong>Group</strong> financial statements and the part of the Remuneration <strong>Report</strong>described as having been audited have been properly prepared inaccordance with the Companies Act 1985 and Article 4 of the IASRegulation; and• the information given in the Directors’ <strong>Report</strong> is consistent with the<strong>Group</strong> financial statements.Deloitte & Touche LLPChartered Accountants and Registered AuditorsLondon6 June 2006Financial Statements
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