We have audited the Group and parent company Financial Statements of Kingspan Group plc for the year ended 31 December 2009 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated and Parent Company Statements of Financial position, Consolidated and Parent Company Statements of Changes in Equity, Consolidated and Parent Cash Flow Statements and the related notes. These Financial Statements have been prepared under the accounting policies set out therein.
Respective Responsibilities of Directors and Independent Auditors
The Directors’ responsibilities for preparing the Annual Report and the Financial Statements in accordance with applicable law and International Financial Reporting Standards (IFRSs), as adopted for use in the European Union, are set out in the Statement of Directors' Responsibilities. Our responsibility is to audit the Financial Statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
This report is made solely to the Company’s members, as a body, in accordance with Section 193 of the Companies Act, 1990 and Regulations 9 and 13 of the European Communities (Directive 2006/46/EC) Regulations, 2009 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the Group Financial Statements give a true and fair view, in accordance with IFRSs as adopted for use in the European Union. We report to you our opinion as to whether the parent Financial Statements give a true and fair view in accordance with IFRSs as adopted for use in the European Union, as applied in accordance with the provisions of the Companies Acts, 1963 to 2009. We also report to you whether the Financial Statements have been properly prepared in accordance with the Companies Acts, 1963 to 2009 and Article 4 of the IAS Regulation. We also report to you whether, in our opinion: proper books of account have been kept by the Company; whether, at the statement of financial position date, there exists a financial situation requiring the convening of an Extraordinary General Meeting of the Company; and whether the information given in the directors’ report is consistent with the Financial Statements. In addition, we state whether we have obtained all the information and explanations we consider necessary for the purposes of our audit, and whether the Financial Statements are in agreement with the books of account.
We also report to you if, in our opinion, any information specified by law or the Listing Rules of the Irish Stock Exchange regarding directors’ remuneration and directors’ transactions is not disclosed and, where practicable, include such information in our report. We are required by law to establish that the Company has produced a Corporate Governance Statement and whether the Statement contains the information required by law. We review whether the Corporate Governance Statement reflects the Company’s compliance with the nine provisions of the June 2008 Combined Code specified for our review by the Listing Rules of the Irish Stock Exchange, and we report if it does not. We are also required to report to you if, in our opinion, the description in the Statement of the main features of the internal control and risk management systems in relation to the process for preparing consolidated accounts, is consistent with the Financial Statements. We are not required to consider whether the Board's statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. We also consider and report to you whether the information required under sub-paragraphs (c), (d), (f), (h) and (i) of paragraph (2) of Regulation 21 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 about share capital structures, and included in the Corporate Governance Statement, is consistent with the Financial Statements.
We read the other information contained in the Annual Report and consider whether it is consistent with the audited Financial Statements. This other information comprises only the Chairman’s Statement, the Chief Executive’s Review, the Financial Review, the Business Risk Analysis, the Directors’ Report, the Corporate Governance Statement and the Corporate Social Responsibility Statement. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Financial Statements. Our responsibilities do not extend to any other information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Financial Statements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the Financial Statements, and of whether the accounting policies are appropriate to the Group's and parent Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Financial Statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the Financial Statements.
Opinion
In our opinion:
- the Group Financial Statements give a true and fair view, in accordance with the IFRSs as adopted for use in the European Union, of the state of the Group’s affairs as at 31 December 2009 and of its result for the year then ended;
- the parent company Financial Statements give a true and fair view in accordance with the IFRSs as adopted for use in the European Union as applied in accordance with the provisions of the Companies Acts, 1963 to 2009, of the state of the parent company’s affairs as at 31 December 2009;
- the Financial Statements have been properly prepared in accordance with the Companies Acts, 1963 to 2009 and Article 4 of the IAS Regulation; and
- the information given in the Corporate Governance Statement set out in the Annual Report:
- with respect to the description of the main features of the internal control and risk management systems in relation to the process for preparing the consolidated Financial Statements; and
- about share capital structures in accordance with sub-paragraphs (c), (d), (f), (h) and (i) of paragraph (2) of Regulation 21 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006
is consistent with the Financial Statements. We have obtained all the information and explanations we consider necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the Company. The Company balance sheet is in agreement with the books of account.
In our opinion, the information given in the Directors’ Report is consistent with the Financial Statements.
The net assets of the Company, as stated in the Company Statement of Financial Position, are more than half of the amount of its called–up share capital and, in our opinion, on that basis, there did not exist at 31 December 2009 a financial situation which, under Section 40 (1) of the Companies (Amendment) Act, 1963, would require the convening of an extraordinary general meeting of the Company.
GRANT THORNTON
Chartered Accountants and
Registered Auditors
24-26 City Quay
Dublin 2
23 March 2010