• the parent Company financial statements and the part of
thedirectors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law
arenot made; or
• we have not received all the information and explanations we
require for our audit.
We have nothing to report in these respects.
9 Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 128,
thedirectors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view;
such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error; assessing the Group
and parent Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and using
the going concern basis of accounting unless they either intend to
liquidate the Group or the parent Company or to cease operations,
orhave no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s
report. Reasonable assurance is a high level of assurance, but does
not guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s
website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an
annual financial report prepared using the single electronic reporting
format specified in the Transparency Directive European Single
Electronic Format (‘TD ESEF’) Regulation. This auditor’s report
provides no assurance over whether the annual financial report has
been prepared in accordance with that format.
10 The purpose of our audit work and to whom
weowe our responsibilities
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006
and the terms of our engagement by the company. Our audit work has
been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report,
and further matters we are required to state to them in accordance
with the terms agreed with the company and for no other purpose.
Tothe fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s
members, as a body, for our audit work, for this report, or for the
opinions we have formed.
Timothy Butchart (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square, London, E14 5GL
17 April 2023
Based on those procedures, we have nothing further material
toaddor draw attention to in relation to:
• the directors’ confirmation within the viability statement on
page68 that they have carried out a robust assessment of the
emerging and principal risks facing the Group, including those
thatwould threaten its business model, future performance,
solvency and liquidity;
• the principal risks and uncertainties disclosures describing
theserisks and how emerging risks are identified, and explaining
how they are being managed and mitigated; and
• the directors’ explanation in the viability statement of how they
have assessed the prospects of the Group, over what period
theyhave done so and why they considered that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue
inoperation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to review the viability statement set out on
page77 under the Listing Rules. Based on the above procedures,
wehave concluded that the above disclosures are materially
consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of
onlythe knowledge acquired during our financial statements audit.
Aswe cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent
withjudgements that were reasonable at the time they were made,
the absence of anything to report on these statements is not a
guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements and
ouraudit knowledge:
• the directors’ statement that they consider that the annual report
and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy;
• the section of the annual report describing the work of the audit
committee, including the significant issues that the audit
committee considered in relation to the financial statements,
andhow these issues were addressed; and
• the section of the annual report that describes the review of
theeffectiveness of the Group’s risk management and internal
control systems.
We are required to review the part of the corporate governance
statement relating to the Group’s compliance with the provisions of
the UK Corporate Governance Code specified by the Listing Rules
for our review. We have nothing to report in this respect.
8 We have nothing to report on the other matters
onwhich we are required to report by exception
Under the Companies Act 2006, we are required to report to you if,
inour opinion:
• adequate accounting records have not been kept by the parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the parent Company financial statements and the part of
thedirectors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law
arenot made; or
• we have not received all the information and explanations we
require for our audit.
We have nothing to report in these respects.
9 Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 128,
thedirectors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view;
such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error; assessing the Group
and parent Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and using
the going concern basis of accounting unless they either intend to
liquidate the Group or the parent Company or to cease operations,
orhave no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s
report. Reasonable assurance is a high level of assurance, but does
not guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s
website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an
annual financial report prepared using the single electronic reporting
format specified in the Transparency Directive European Single
Electronic Format (‘TD ESEF’) Regulation. This auditor’s report
provides no assurance over whether the annual financial report has
been prepared in accordance with that format.
10 The purpose of our audit work and to whom
weowe our responsibilities
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006
and the terms of our engagement by the company. Our audit work has
been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report,
and further matters we are required to state to them in accordance
with the terms agreed with the company and for no other purpose.
Tothe fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s
members, as a body, for our audit work, for this report, or for the
opinions we have formed.
Timothy Butchart (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square, London, E14 5GL
17 April 2023
Based on those procedures, we have nothing further material
toaddor draw attention to in relation to:
• the directors’ confirmation within the viability statement on
page68 that they have carried out a robust assessment of the
emerging and principal risks facing the Group, including those
thatwould threaten its business model, future performance,
solvency and liquidity;
• the principal risks and uncertainties disclosures describing
theserisks and how emerging risks are identified, and explaining
how they are being managed and mitigated; and
• the directors’ explanation in the viability statement of how they
have assessed the prospects of the Group, over what period
theyhave done so and why they considered that period to be
appropriate, and their statement as to whether they have a
reasonable expectation that the Group will be able to continue
inoperation and meet its liabilities as they fall due over the period
of their assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to review the viability statement set out on
page77 under the Listing Rules. Based on the above procedures,
wehave concluded that the above disclosures are materially
consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of
onlythe knowledge acquired during our financial statements audit.
Aswe cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent
withjudgements that were reasonable at the time they were made,
the absence of any thing to report on these statements is not a
guarantee as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a
material inconsistency between the directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements and
ouraudit knowledge:
• the directors’ statement that they consider that the annual report
and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy;
• the section of the annual report describing the work of the audit
committee, including the significant issues that the audit
committee considered in relation to the financial statements,
andhow these issues were addressed; and
• the section of the annual report that describes the review of
theeffectiveness of the Group’s risk management and internal
control systems.
We are required to review the part of the corporate governance
statement relating to the Group’s compliance with the provisions of
the UK Corporate Governance Code specified by the Listing Rules
for our review. We have nothing to report in this respect.
8 We have nothing to report on the other matters
onwhich we are required to report by exception
Under the Companies Act 2006, we are required to report to you if,
inour opinion:
• adequate accounting records have not been kept by the parent
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
Saga plc Annual Report and Accounts 2023 137
Strategic report Financial statements Additional informationGovernance
Saga plc Annual Report and Accounts 2023 137
Strategic report Financial statements Additional informationGovernance