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Independent auditors report WPP


									                                                                                            Our 2011 financial statements

Independent auditors’ report

Independent auditors’ report to the members                       Respective responsibilities of directors
of WPP plc                                                        and auditors

We have audited the Group and parent company financial            As explained more fully in the Responsibilities in respect of
statements (the ‘financial statements’) of WPP plc for the year   the preparation of financial statements section, the directors
ended 31 December 2011 which comprise the accounting              are responsible for the preparation of the financial statements
policies, the consolidated income statement (excluding the        and for being satisfied that they give a true and fair view.
US dollar information), the consolidated statement of             Our responsibility is to audit and express an opinion on the
comprehensive income, the consolidated cash flow statement,       financial statements in accordance with applicable law and
the consolidated balance sheet, the consolidated statement        International Standards on Auditing (UK and Ireland). Those
of changes in equity, the parent company profit and loss          standards require us to comply with the Auditing Practices
account and balance sheet and the related notes 1 to 40.          Board’s Ethical Standards for Auditors.
The financial reporting framework that has been applied
in the preparation of the Group financial statements is
applicable law and International Financial Reporting              Scope of the audit of the financial statements
Standards (IFRSs) as adopted by the European Union. The
financial reporting framework that has been applied in the        An audit involves obtaining evidence about the amounts
preparation of the parent company financial statements is         and disclosures in the financial statements sufficient to give
applicable law and United Kingdom Accounting Standards            reasonable assurance that the financial statements are free
(United Kingdom Generally Accepted Accounting Practice).          from material misstatement, whether caused by fraud
    This report is made solely to the Company’s members, as       or error. This includes an assessment of: whether the
a body, in accordance with Article 113A of the Companies          accounting policies are appropriate to the Group’s and the
(Jersey) Law 1991. Our audit work has been undertaken so          parent company’s circumstances and have been consistently
that we might state to the Company’s members those matters        applied and adequately disclosed; the reasonableness of
we are required to state to them in an auditors’ report and       significant accounting estimates made by the directors;
for no other purpose. To the fullest extent permitted by law,     and the overall presentation of the financial statements.
we do not accept or assume responsibility to anyone other         In addition, we read all the financial and non-financial
than the Company and the Company’s members as a body,             information in the annual report to identify material
for our audit work, for this report, or for the opinions we       inconsistencies with the audited financial statements. If we
have formed.                                                      become aware of any apparent material misstatements or
                                                                  inconsistencies we consider the implications for our report.

                                                                                                WPP  ANNUAL REPORT 2011    179
Our 2011 financial statements
Independent auditors’ report

Opinion on financial statements                                  Matters on which we are required to report
                                                                 by exception
In our opinion:
   the financial statements give a true and fair view of the     We have nothing to report in respect of the following:
state of the Group’s and of the parent company’s affairs as          Under Companies (Jersey) Law 1991 we are required
at 31 December 2011 and of the Group’s profit and parent         to report to you if, in our opinion:
company’s loss for the year then ended;                             proper accounting records have not been kept by the
   the Group financial statements have been properly             parent company, or proper returns adequate for our audit
prepared in accordance with IFRSs as adopted by the              have not been received from branches not visited by us; or
European Union;                                                     the financial statements are not in agreement with the
   the parent company financial statements have been             accounting records and returns; or
properly prepared in accordance with United Kingdom                 we have not received all the information and explanations
Generally Accepted Accounting Practice; and                      we require for our audit.
   the financial statements have been prepared in accordance
with the Companies (Jersey) Law 1991.                            Under the UK Listing Rules we are required to review
                                                                 the part of the Corporate Governance Statement relating to
                                                                 the Company’s compliance with the nine provisions of the
                                                                 UK Corporate Governance Code specified for our review.
Separate opinion in relation to IFRS as issued
                                                                 Graham Richardson (Individual responsible for the
As explained in the accounting policies to the financial         Audit) for and on behalf of Deloitte LLP
statements, the Group, in addition to complying with its legal   Chartered Accountants and Recognised Auditors
obligation to comply with IFRSs as adopted by the European       London, United Kingdom
Union, has also applied IFRSs as issued by the International     20 April 2012
Accounting Standards Board (IASB). In our opinion the
Group financial statements comply with IFRSs as issued
by the IASB.

Other matters

In our opinion:
    the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the
UK Companies Act 2006 as if that Act had applied to the
Company; and
    the information given in the Directors’ Report for the
financial year for which the financial statements are prepared
is consistent with the financial statements.

We have reviewed the directors’ statement contained within
the Directors’ Report in relation to going concern as if the
Company had been incorporated in the UK and have nothing
to report to you in that respect.

180          WPP  ANNUAL REPORT 2011

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