Bulletin Compendium of Illustrative Auditors Reports (1) Oct 2016

Bulletin
Audit and Assurance
Financial Reporting Council
October 2016
Bulletin:
Compendium of illustrative auditor’s
reports on United Kingdom private
sector financial statements for periods
commencing on or after 17 June 2016
The FRC is responsible for promoting high quality corporate
governance and reporting to foster investment. We set the UK
Corporate Governance and Stewardship Codes as well as UK
standards for accounting, auditing and actuarial work. We represent
UK interests in international standard-setting. We also monitor
and take action to promote the quality of corporate reporting and
auditing. We operate independent disciplinary arrangements for
accountants and actuaries, and oversee the regulatory activities of
the accountancy and actuarial professional bodies.
The FRC does not accept any liability to any party for any loss, damage or
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tort or otherwise from any action or decision taken (or not taken) as a result
of any person relying on or otherwise using this document or arising from
any omission from it.
© The Financial Reporting Council Limited 2016

The Financial Reporting Council Limited is a company limited by guarantee.
Registered in England number 2486368. Registered Office:
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Compendium of illustrative auditor’s reports
Compendium of illustrative auditor’s reports on United

Kingdom private sector financial statements for periods
commencing on or after 17 June 2016
Contents Page
Introduction ............................................................................................................................. 3
Describing the applicable financial reporting framework ......................................................... 3
Modifications to the auditor’s opinion ...................................................................................... 4
Opinion in respect of an additional financial reporting framework .......................................... 5
Going concern......................................................................................................................... 5
No material uncertainty identified .........................................................................................5
Material uncertainty identified and adequately disclosed .....................................................5
Emphasis of matter and other matter paragraphs .................................................................. 6
Other information .................................................................................................................... 6
Strategic report and directors’ report....................................................................................7
Corporate governance statement.........................................................................................8
Corporate governance statement included as a separate report .........................................8
Corporate governance statement is included in the directors’ report or incorporated in the

directors’ report by cross reference......................................................................................9
UK Corporate Governance Code reporting ..........................................................................9
Reporting where the auditor has identified a material misstatement of the other
information ...........................................................................................................................9
Location of the description of the auditor’s responsibilities for the audit of the financial
statements ............................................................................................................................ 11
Directors’ remuneration report .............................................................................................. 12
Auditor’s reports where consolidated financial statements are prepared ............................. 13
Omitting the parent company profit and loss account ........................................................13
Alternative presentation options of the financial statements of a group .............................14
1
Appendices ........................................................................................................................... 16
Appendix 1—Non-publicly traded company preparing financial statements under the small
companies regime ..............................................................................................................17
Appendix 2—Non-publicly traded company preparing group and parent company financial
statements under UK GAAP ..............................................................................................20
Appendix 3—Publicly traded AIM listed company preparing financial statements under
IFRSs with an emphasis of matter paragraph ....................................................................23
Appendix 4—Unlisted public interest entity preparing financial statements under UK GAAP
with a material uncertainty related to going concern ..........................................................26
Appendix 5—Publicly traded standard listed company preparing group financial

statements under IFRSs and parent company financial statements under UK GAAP .......29
Appendix 6—Publicly traded premium listed company preparing group and parent
company financial statements under IFRSs.......................................................................32
Appendix 7A—Publicly traded premium listed company preparing group financial

statements under IFRSs (reported on separately from the parent company financial
statements) ........................................................................................................................37
Appendix 7B—Publicly traded premium listed company preparing parent company

financial statements under UK GAAP (reported on separately from the group financial
statements) ........................................................................................................................41
2
Introduction
1. This Compendium of illustrative auditor’s reports is applicable to United Kingdom
private sector financial statements for periods commencing on or after 17 June 2016.
The auditor’s reports set out in the Appendices support and illustrate how the
requirements of ISA (UK) 700 (Revised June 2016)1 and other reporting requirements
of the ISAs (UK) can be applied. They also illustrate the requirements of the law and
regulations applicable to the particular type of entity to which the illustration applies.
2. However, other approaches may be adopted provided that the form and content of the
auditor’s report meets the requirements of ISA (UK) 700 (Revised June 2016), other
relevant standards and applicable legal and regulatory requirements. The FRC
supports profession-led innovation in auditor reporting which promotes audit quality
and transparent and accessible auditor’s reports for users of the audited financial
statements.
3. The auditor’s report is the key deliverable addressing the output of the audit process
for users of the audited financial statements. It is therefore important that the auditor’s
report is written in clear and unambiguous language.2
4. This Compendium replaces the guidance in:
• Bulletin 2010/2 Compendium of Illustrative Auditor’s Reports on United Kingdom
Private Sector Financial Statements for periods ended on or after 15 December
2010 (Revised) (Updated March 2012); and
• Bulletin 4 Recent Developments in Company Law, The Listing Rules and
Auditing Standards that affect United Kingdom Auditor’s Reports (Revised)
(Updated June 2015).
Describing the applicable financial reporting framework

5. In accordance with ISA (UK) 700 (Revised June 2016), the Opinion section of the
auditor’s report shall make reference to the applicable financial reporting framework
used to prepare the financial statements. In the UK, the applicable financial reporting
framework is usually one of the following:
• International Financial Reporting Standards (IFRSs) as adopted by the European
Union, and the national law that is applicable when using IFRSs and, in the case
of consolidated financial statements of publicly traded companies,3 Article 4 of
the IAS Regulation (1606/2002/EC).
The financial reporting framework that has been applied in their preparation is
applicable law, and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.
• United Kingdom Generally Accepted Accounting Practice (UK GAAP), which
comprises applicable UK law including one of the following UK Accounting
Standards as issued by the FRC:
1 ISA (UK) 700 (Revised June 2016) Forming an Opinion and Reporting on Financial Statements.
2 ISA (UK) 700 (Revised June 2016), paragraph 20-1.
3 A publicly traded company is one whose securities are admitted to trading on a regulated market in any Member
State in the European Union.
3
• Financial Reporting Standard 105,4 where the financial statements are

those of an entity that is eligible to apply FRS 105 and the entity opts to do
so;5
• Financial Reporting Standard 101,6 where the financial statements are the
individual financial statements of a qualifying entity, and the entity opts to
do so;
• Financial Reporting Standard 102.7
The financial reporting framework that has been applied in their preparation is
applicable law, and United Kingdom Accounting Standards, including [Financial
Reporting Standard 101 Reduced Disclosure Framework] [Financial Reporting
Standard 102 The Financial Reporting Standard applicable in the UK and
Republic of Ireland] [Financial Reporting Standard 105 The Financial Reporting
Standard applicable to the Micro-entities Regime] (United Kingdom Generally
Accepted Accounting Practice).
Modifications to the auditor’s opinion

6. Where the auditor:
• concludes that, based on the audit evidence obtained, the financial statements
as a whole are not free from material misstatement; or
• is unable to obtain sufficient appropriate audit evidence to conclude that the
financial statements as a whole are free from material misstatement,
the auditor is required to modify their opinion in the auditor’s report in accordance with
ISA (UK) 705 (Revised June 2016).8
7. The Appendix of ISA (UK) 705 (Revised June 2016) contains illustrations of auditor’s
reports with modifications to the opinion. Whilst these auditor’s reports have not been
tailored for the UK, they illustrate the requirements of the ISA (UK) where the auditor
is required to modify or disclaim their opinion.
8. The auditor also considers the impact of any modified opinion on the financial
statements on the auditor’s other reporting responsibilities (including those on which
they are required to report by exception). For example, if the auditor has been unable
to obtain sufficient appropriate audit evidence to conclude that the financial statements
as a whole are free from material misstatement, and issues a qualified or disclaimer of
opinion arising from that limitation, the auditor considers whether a modified conclusion
should be expressed on whether adequate accounting records have been maintained.9
4 Financial Reporting Standard 105 The Financial Reporting Standard applicable to the Micro-entities Regime
(FRS 105).
5 Entities which prepare their annual financial statements in accordance with FRS 105 are not required by UK
legislation to have an audit and it is anticipated that the entity will opt to have an audit only in rare circumstances.
Further guidance on such matters is included in paragraph A36-1 and A36-2 of ISA (UK) 210 (Revised June
2016) Agreeing the Terms of Audit Engagements.
6 Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).
7 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of
Ireland (FRS 102).
8 ISA (UK) 705 (Revised June 2016) Modifications to the Opinion in the Independent Auditor’s Report.
9 Similarly, paragraph A58-3 of ISA (UK) 700 (Revised June 2016) sets out the circumstances where a modified
conclusion in respect of other reporting responsibilities (including those on which they are required to report by
exception) leads to a modification of the auditor’s opinion on the financial statements.
4
Opinion in respect of an additional financial reporting framework

9. The financial statements of some companies may be prepared in accordance with two
financial reporting frameworks10 (for example IFRSs as adopted by the European
Union and IFRSs as issued by the IASB).
10. In such circumstances, each framework is considered separately when forming the
auditor’s opinion on the financial statements and the auditor’s opinion refers to both
frameworks.
11. These opinions may be expressed separately or in a single sentence. Appendix 6
illustrates where the opinion in respect of an additional financial reporting framework
is expressed separately.
Going concern
12. ISA (UK) 570 (Revised June 2016)11 sets out the reporting requirements in respect of
going concern.
13. This Compendium includes illustrative examples for the two most common scenarios
when reporting on going concern in an auditor’s report as follows:
• Where the going concern basis of accounting is appropriate and no material
uncertainty has been identified (see paragraph 15); and
• Where the going concern basis of accounting is appropriate and a material
uncertainty has been identified and adequately disclosed in the financial
statements (see paragraph 16).
14. For illustrative examples of auditor’s reports with modified opinions relating to going
concern, see the Appendix in ISA (UK) 570 (Revised June 2016). Whilst these auditor’s
reports have not been tailored for the UK, they illustrate the requirements of the ISA
(UK) where the auditor is required to modify their opinion or report that a material
uncertainty exists.
No material uncertainty identified
15. Where the auditor concludes that management’s use of the going concern basis of
accounting is appropriate in the circumstances and no material uncertainty has been
identified, the auditor is required to report by exception on such matters.12
• Appendices 1, 2, 3, 5 and 7B illustrate reporting by exception under the heading
Conclusions Relating to Going Concern.
• Appendices 6 and 7A provide alternative illustrations of these reporting
requirements using an alternative heading.
Material uncertainty identified and adequately disclosed
16. Where the auditor concludes that a material uncertainty exists and management has
appropriately disclosed that fact in the financial statements, the auditor is required to
express an unmodified opinion and include a separate section under the heading
“Material Uncertainty Related to Going Concern”.13
• Appendix 4 illustrates a Material Uncertainty Related to Going Concern section.
10 ISA (UK) 700 (Revised June 2016), paragraph A13.

11 ISA (UK) 570 (Revised June 2016) Going Concern.
12 ISA (UK) 570 (Revised June 2016), paragraph 21-2.
13 ISA (UK) 570 (Revised June 2016), paragraph 22.
5
Emphasis of matter and other matter paragraphs

17. ISA (UK) 706 (Revised June 2016)14 deals with additional communication in the
auditor’s report when the auditor considers it necessary to:
• Draw users’ attention to a matter or matters presented or disclosed in the
financial statements that are of such importance that they are fundamental to
users’ understanding of the financial statements (known as an Emphasis of
Matter); or
• Draw users’ attention to any matter or matters other than those presented or
disclosed in the financial statements that are relevant to users’ understanding of
the audit, the auditor’s responsibilities or the auditor’s report (known as an Other
Matter).
18. Appendix 3 illustrates the inclusion of an emphasis of matter paragraph.
19. Appendices 4, 5, 6, 7A and 7B illustrate the inclusion of an other matter paragraph.
Other information
20. For entities that are required to prepare other information, as described in ISA (UK)
720 (Revised June 2016),15 the auditor is required to report in the auditor’s report on
that other information in accordance with the ISA (UK). Appendices 1 to 7B include
illustrative examples of Other Information sections.
21. The auditor’s opinion on the financial statements does not cover the other information,
nor is the auditor required to obtain audit evidence beyond that required to form an
opinion on the financial statements, except in the circumstances:
• where the auditor is required to express an opinion, based on the work
undertaken in the course of the audit, on the statutory other information16 and
state the nature of the work performed by the auditor; or
• otherwise in accordance with law or regulation.
22. Where statutory other information is not prepared, the auditor is required to include a
statement that the auditor’s opinion on the financial statements does not cover the
other information. Where the entity has prepared statutory other information, the
statement is amended as follows:
Where statutory other information is Where statutory other information is

not prepared prepared
Other information Other information
Our opinion on the financial statements Our opinion on the financial statements
does not cover the other information and does not cover the other information
we do not express any form of and, except to the extent otherwise
assurance conclusion thereon. explicitly stated in our report, we do not
express any form of assurance
conclusion thereon.
14 ISA (UK) 706 (Revised June 2016) Emphasis of Matter Paragraphs and Other Matter Paragraphs in the
Independent Auditor’s Report.
15 ISA (UK) 720 (Revised June 2016) The Auditor’s Responsibilities Relating to Other Information.
16 Statutory other information is defined in ISA (UK) 720 (Revised June 2016), paragraph 12(d). Where required
to be prepared, this would include the directors’ report, the strategic report and the separate corporate
governance statement.
6
Strategic report and directors’ report

23. For entities which are required to prepare a directors’ report or a strategic report,17 the
auditor is required to express an opinion on whether the information in the strategic
report and the directors’ report is consistent with the financial statements and whether
those reports have been prepared in accordance with the applicable legal
requirements.
24. The table below sets out the wording to be included in the auditor’s report:
Where only a directors’ report is Where both a directors’ report and a

prepared strategic report are prepared
Opinions on other matters prescribed Opinions on other matters prescribed
by the Companies Act 2006 by the Companies Act 2006
In our opinion, based on the work In our opinion, based on the work
undertaken in the course of the audit: undertaken in the course of the audit:
• the information given in the directors’ • the information given in the strategic
report for the financial year for which report and the directors’ report for the
the financial statements are prepared financial year for which the financial
is consistent with the financial statements are prepared is consistent
statements; and with the financial statements; and
• the directors’ report has been • the strategic report and the directors’
prepared in accordance with report have been prepared in
applicable legal requirements. accordance with applicable legal
requirements.
See: Appendix 1 See: Appendices 2, 3, 4, 5, 6, 7A and
7B
25. Where a directors’ report or a strategic report is required to be prepared, the auditor is
also required to state whether, in the light of the knowledge and understanding of the
entity and its environment obtained in the course of the audit, the auditor has identified
any material misstatements in those reports as follows:
Where only a directors’ report is Where both a directors’ report and a

prepared strategic report are prepared
Matters on which we are required to Matters on which we are required to
report by exception report by exception
In the light of the knowledge and In the light of the knowledge and
understanding of the company and its understanding of the company and its
environment obtained in the course of environment obtained in the course of
the audit, we have not identified material the audit, we have not identified material
misstatements in the directors’ report. misstatements in the strategic report or
the directors’ report.
See: Appendix 1 See: Appendices 2, 3, 4, 5, 6, 7A and
7B
26. Where the directors of a company have taken advantage of the small companies
exemptions in preparing the directors’ report and to prepare a strategic report and in
17 Section 496 if the Companies Act 2006 as amended by The Companies, Partnerships and Groups (Accounts
and Reports) Regulations 2015 sets out this requirement.
7
the auditor’s opinion they were not entitled to do so, the auditor is required18 to state
that fact in the auditor’s report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• …; or
• the directors were not entitled to prepare the financial statements in accordance
with the small companies regime and take advantage of the small companies’
exemptions in preparing the directors’ report and from the requirement to prepare
a strategic report.
27. Appendix 1 includes an example of the statement to include in the matters to report by
exception in respect of this requirement.
Corporate governance statement
28. Publically traded companies are required to include a corporate governance statement
in their annual report19 either:
• As a specific section of the directors’ report (DTR 7.2.1R); or
• In a separate report which is either;
• published together with, and in the same manner as, its annual report (DTR
7.2.9(1)R); or
• by means of a cross reference in its directors’ report to where such
document is publicly available on the company’s website (DTR 7.2.9(2)R).
Corporate governance statement included as a separate report
29. If the corporate governance statement is not included in the directors’ report, the
Companies Act 2006 imposes specific reporting responsibilities on the auditor with
respect to the corporate governance statement.20
30. Section 497A of the Companies Act 2006 requires the auditor to report on whether
certain information included in the corporate governance statement is consistent with
the financial statements and has been prepared in accordance with applicable legal
requirements, whether certain of the rules in the Disclosure Rules and Transparency
Rules sourcebook made by the Financial Conduct Authority (the FCA Rules) have
been complied with and whether the auditor has identified any material misstatements
in this information.
31. The table below sets out illustrative wording to be included in the auditor’s report in
such circumstances:
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• the information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency
18 Subsection (5)(b) of Section 498 of The Companies Act 2006 sets out this requirement.
19 The requirements relating to the content of the corporate governance statement are set out in Section 7.2 of
the Disclosure and Transparency Rules (DTR) of the Financial Conduct Authority.
20 Guidance on the auditor’s responsibilities in respect of the corporate governance statement is set out more fully
in Bulletin 2009/4 Developments in Corporate Governance Affecting the Responsibilities of Auditors of UK
Companies.
8
Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is
consistent with the financial statements and has been prepared in accordance
with applicable legal requirements; and
• information about the company’s corporate governance code and practices and
about its administrative, management and supervisory bodies and their
committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
In the light of the knowledge and understanding of the company and its environment
obtained in the course of the audit, we have not identified material misstatements in:
• the information about internal control and risk management systems in relation to
financial reporting processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
32. Where the company is required to prepare a corporate governance statement, Section
498A of the Companies Act 2006 also requires the auditor to report on whether or not
the company has prepared such a statement. In such cases, the auditor includes the
following statement in the auditor’s report:
• …; or
• a corporate governance statement has not been prepared by the company.
Corporate governance statement is included in the directors’ report or incorporated in the
directors’ report by cross reference
33. Where the corporate governance statement is included in the directors’ report or
incorporated in the directors’ report by cross-reference, the reporting required by
Sections 497A and 498A, and described in paragraphs 30 and 32, do not apply.
UK Corporate Governance Code reporting
34. For entities that are required, and those that choose voluntarily, to report on how they
have applied the UK Corporate Governance Code the auditor also addresses specific
elements of the other information in the auditor’s report in accordance with paragraphs
22-3 and 22-4 of ISA (UK) 720 (Revised June 2016). These statements are included
in Appendices 6 and 7A.
Reporting where the auditor has identified a material misstatement of the other information
35. Where the auditor concludes that there is an uncorrected material misstatement of the
other information, the auditor is required to include a statement in the auditor’s report
that describes the material misstatement. ISA (UK) 720 (Revised June 2016) Appendix
2 includes such a statement in Illustrations 5, 6 and 7. Whilst these auditor’s reports
have not been tailored for the UK, they illustrate the requirements of the ISA (UK)
where there is an uncorrected material misstatement of the other information.
36. Where the auditor concludes that there is an uncorrected material misstatement of the
statutory other information, in addition to including the statement noted by paragraph
35, the auditor also considers the reporting implications for the specific opinions,
conclusions or statements required by ISAs (UK), law or regulation.
37. The table below sets out example wording that the auditor includes in the auditor’s
report when a material misstatement of the other information, arising from an
9
inconsistency between the other information and the financial statements, has been
identified:
Other information
The other information comprises the information included in the annual report, other
than the financial statements and our auditor’s report thereon. The directors are
responsible for the other information. Our opinion on the financial statements does
not cover the other information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine
whether there is a material misstatement in the financial statements or a material
misstatement of the other information.
If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact. As
described in the Basis for qualified opinion on other matters prescribed by the
Companies Act 2006 section of our report we have concluded that a material
misstatement of the other information exists.
***
Qualified opinion on other matters prescribed by the Companies Act 2006
Except for the matter described in the Basis for qualified opinion on other matters
prescribed by the Companies Act 2006 section of our report, in our opinion, based on
the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the
financial year for which the financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the directors’ report have been prepared in accordance
with applicable legal requirements.
Basis for qualified opinion on other matters prescribed by the Companies Act
2006
Based on the work undertaken in the course of the audit, the information given in the
[describe location] of the [strategic / directors’] report is not consistent with the
financial statements.
[Description of material misstatement of statutory other information]
***
Except for the material misstatement described in the Basis for qualified opinion on
other matters prescribed by the Companies Act 2006 section of our report, in the light
of the knowledge and understanding of the company and its environment obtained in
the course of the audit, we have not identified material misstatements in the strategic
report or the directors’ report.
10
Location of the description of the auditor’s responsibilities for the audit of the
financial statements
38. ISA (UK) 700 (Revised June 2016)21 permits the description of the auditor’s
responsibilities for the audit of the financial statements to be included either:
• Within the body of the auditor’s report;
• Within an appendix to the auditor’s report, in which case the auditor’s report
includes a reference to the location of the appendix; or
• By a specific reference within the auditor’s report to the location of such a
description on a website of an appropriate authority.22
39. In the illustrative auditor’s reports these alternatives are shown as follows:
• Appendix 2 illustrates where the responsibilities are located within the body of
the auditor’s report.
• Appendix 6 illustrates where the responsibilities are located within an appendix
to the auditor’s report.
• Appendices 1, 3, 4, 5, 7A and 7B illustrate where a reference is included in the
auditor’s report to an appropriate website with a description of the
responsibilities.
40. Further descriptions of the auditor’s responsibilities are required to be included (either
in the auditor’s report, in an appendix or by cross-reference) when they are relevant to
the circumstances of the particular audit as follows:
(a) When the financial statements are prepared in accordance with a fair
presentation framework, the description of the auditor’s responsibilities includes
the responsibility to evaluate the overall presentation, structure and content of
the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that
achieves fair presentation. As noted in paragraph 5, the applicable financial
reporting frameworks in the UK are either IFRSs as adopted by the EU or UK
GAAP, both of which are fair presentation frameworks, hence this paragraph is
usually required for audits of financial statements in the UK.
(b) When ISA (UK) 600 (Revised June 2016)23 applies the following paragraph is
included in the description of the auditor’s responsibilities for the audit of the
financial statements:
Auditor’s responsibilities for the audit of the financial statements
We also:
• Obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business activities within the group to express
an opinion on the [consolidated] financial statements. We are responsible for
the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
Appendices 2 and 6 include such a description of the auditor’s responsibilities in
a group audit engagement.
21 ISA (UK) 700 (Revised June 2016), paragraph 41.

22 The website reference is www.frc.org.uk/auditorsresponsibilities.
23 ISA (UK) 600 (Revised June 2016) Special Considerations—Audits of Group Financial Statements (Including
the Work of Component Auditors).
11
(c) When the entity is listed24 the following statement should be included in the
auditor’s report:
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, related
safeguards.
Appendix 6 illustrates such a description.
(d) When key audit matters are communicated in accordance with ISA (UK) 70125
the following statement is included in the auditor’s report:
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Appendix 6 illustrates such a description.
Directors’ remuneration report

41. Quoted companies26 are required to prepare a directors’ remuneration report27 and the
auditor has to report on certain aspects of that Report. Companies should describe
clearly within the directors’ remuneration report which disclosures have been audited.
42. Section 497 of the Companies Act 2006 requires the auditor to report to the company’s
members on whether the auditable part of the directors’ remuneration report has been
properly prepared in accordance with the Act. The auditor includes the following
wording in the auditor’s report:
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006.
43. Section 498 of the Companies Act 2006 also requires the auditor to report on whether
the auditable part of the directors' remuneration report is not in agreement with the
accounting records and returns. The following underlined text is inserted into the
matters on which the auditor is required to report by exception as follows:
24 “Listed entity” is defined in paragraph 7(g) of ISA (UK) 220 (Revised June 2016) Quality Control for an Audit of
Financial Statements.
25 ISA (UK) 701 Communicating Key Audit Matters in the Independent Auditor’s Report.
26 The definition of ‘‘quoted company’’ for the purposes of the directors’ remuneration report is set out in Sections
385(1) and 385(2) of the Companies Act 2006. The definition of a quoted company differs from that of a publicly
traded company. A publicly traded company may not necessarily meet the definition of a quoted company and
a non-publicly traded company may be a quoted company.
27 Part 3 of Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (SI 2008 No. 410) sets out the information in the directors’ remuneration report that is subject
to audit.
12

• …; or
• the financial statements and the part of the directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
44. Appendices 5, 6 and 7B illustrate the reporting requirements relating to the directors’
remuneration report.
Auditor’s reports where consolidated financial statements are prepared

Omitting the parent company profit and loss account
45. Section 408 of the Companies Act 2006 allows a company that prepares group
accounts to omit the parent company’s profit and loss account from the company’s
financial statements provided that:
• the parent company’s balance sheet shows the parent company’s profit or loss
for the financial year determined in accordance with the Companies Act 2006;
and
• it is disclosed in the parent company’s financial statements that the exemption
applies.
46. The table below illustrates the difference in the wording that is required to be inserted
where the Section 408 exemption has been taken in respect of the parent company’s
own profit and loss account and where it has not been taken.
Where Section 408 exemption taken Where Section 408 exemption not
taken
Opinion Opinion
We have audited the financial We have audited the financial
statements of [name] for the year ended statements of [name] for the year ended
[date] which comprise [specify the titles [date] which comprise [specify the titles
of the primary statements] and notes to of the primary statements] and notes to
the financial statements, including a the financial statements, including a
summary of significant accounting summary of significant accounting
policies. The financial reporting policies. The financial reporting
framework that has been applied in their framework that has been applied in their
preparation is applicable law and preparation is applicable law and
International Financial Reporting International Financial Reporting
Standards (IFRSs) as adopted by the Standards (IFRSs) as adopted by the
European Union and, as regards the European Union.
parent company financial statements, as In our opinion the financial statements:
applied in accordance with the
• give a true and fair view of the state
provisions of the Companies Act 2006.
of the group’s and of the parent
In our opinion: company’s affairs as at [date] and of
• the financial statements give a true the group’s and the parent
and fair view of the state of the company’s [profit / loss] for the year
group’s and of the parent company’s then ended;
affairs as at [date] and of the group’s • have been properly prepared in
[profit / loss] for the year then ended; accordance with IFRSs as adopted
• the group financial statements have by the European Union; and
been properly prepared in
13
accordance with IFRSs as adopted • have been prepared in accordance

by the European Union; with the requirements of the
• the parent company financial Companies Act 2006 and, as regards
statements have been properly the group financial statements, Article
prepared in accordance with IFRSs 4 of the IAS Regulation.
as adopted by the European Union
and as applied in accordance with
the provisions of the Companies Act
2006; and
• the financial statements have been
prepared in accordance with the
requirements of the Companies Act
2006 and, as regards the group
financial statements, Article 4 of the
IAS Regulation.
Alternative presentation options of the financial statements of a group

47. Group and parent company financial statements may be prepared in accordance with
different financial reporting frameworks (for example IFRSs as adopted by the EU used
for the group financial statements and UK GAAP used for the parent company financial
statements).
48. Where the financial statements of the group and the parent company are presented in
accordance with different financial reporting frameworks the financial statements might
be presented separately within the annual report and in such circumstances separate
auditor’s reports might be provided.28
49. Where separate auditor’s reports are provided on the group and parent company
financial statements, the requirements of ISA (UK) 701 still apply to each separate
auditor’s report. Therefore, key audit matters and other audit planning and scoping
matters are required to be communicated in respect of both the group and the parent
company audits. The auditor may be able to avoid unnecessary duplication in respect
of the auditor’s reporting responsibilities by incorporating into the auditor’s report by
cross-reference the location of where such information can be accessed, so long as
that cross-referenced material is readily accessible. However, there is certain
information required by law or regulation that must be included in the auditor’s report
to which the financial statements relate.29
50. Appendices 2, 4 and 6 illustrate an auditor’s reports where the report on the group
financial statements and the report on the parent company financial statements are
presented as a single auditor’s report.
51. Appendix 7 illustrates auditor’s reports where the group and the parent company
financial statements are presented separately. In such cases, the auditor might provide
separate auditor’s reports on the group financial statements (see Appendix 7A) and on
the parent company financial statements (see Appendix 7B).
52. Where separate auditor’s reports are provided on the group and parent company
financial statements the illustrative examples assume that:
28 The Companies Act 2006 does not require the directors to sign the group balance sheet and thereby evidence
their approval of it. Where separate financial statements are presented the auditor obtains evidence of the
directors’ approval of the group financial statements before signing the auditor’s report on those group financial
statements.
29 ISA (UK) 701, paragraph A33-5.
14
• The auditor’s responsibilities with respect to the corporate governance statement

are reported on in the auditor’s report on the group financial statements;
• The auditor’s responsibilities with respect to the UK Corporate Governance Code
are reported on in the auditor’s report on the group financial statements; and
• The directors’ remuneration report is reported on in the auditor’s report on the
parent company financial statements.
However, other approaches may be adopted.
15
Appendices
 Appendix 1—Non-publicly traded company preparing financial statements under the
small companies regime
 Appendix 2—Non-publicly traded company preparing group and parent company
financial statements under UK GAAP
 Appendix 3—Publicly traded AIM listed company preparing financial statements under
IFRSs with an emphasis of matter paragraph
 Appendix 4—Unlisted public interest entity preparing financial statements under UK
GAAP with a material uncertainty related to going concern
 Appendix 5—Publicly traded standard listed company preparing group financial
statements under IFRSs and parent company financial statements under UK GAAP
 Appendix 6—Publicly traded premium listed company preparing group and parent
company financial statements under IFRSs
 Appendix 7A—Publicly traded premium listed company preparing group financial
statements under IFRSs (reported on separately from the parent company financial
statements)
 Appendix 7B—Publicly traded premium listed company preparing parent company
financial statements under UK GAAP (reported on separately from the group financial
statements)
16
Compendium of illustrative auditor’s reports Appendix 1
Appendix 1—Non-publicly traded company preparing

financial statements under the small companies regime
• Company qualifies as a small company and is not a public interest entity
• Financial statements are prepared in accordance with FRSs 100 and 102 (UK GAAP)
• Directors take advantage of the small companies’ exemption in preparing the directors’
report and from the requirement to prepare a strategic report
• Company does not prepare group financial statements or ISA (UK) 600 (Revised June
2016) does not otherwise apply
• Description of the auditor’s responsibilities for the audit of the financial statements is
included by reference to the location of such a description included on the FRC’s website
• Auditor is not required, and has otherwise not decided, to communicate key audit matters
in accordance with ISA (UK) 701
Independent auditor’s report to the members of [XYZ Limited]
Opinion
We have audited the financial statements of [XYZ Limited] (the ‘company’) for the year ended [date]
which comprise [specify the titles of the primary statements]30 and notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework that has been
applied in their preparation is applicable law and United Kingdom Accounting Standards, including
Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic
of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the state of the company’s affairs as at [date] and of its [profit/loss] for
the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting
Practice;
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of the
company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard[, and the provisions available for small
entities, in the circumstances set out in note [X]31 to the financial statements]32, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require
us to report to you where:
30 The terms used to describe the primary financial statements should be the same as those used by the directors.
31 Delete the words in square brackets if the relief and exemptions for audits of small entities provided by the
FRC’s Ethical Standard are not utilised.
32 As described in paragraph A35-4 of ISA (UK) 700 (Revised June 2016), the FRC’s Ethical Standard Section 6
Provisions available for audits of small entities, paragraph 6.15 requires disclosure in the auditor’s report where
the audit firm has taken advantage of an exemption provided in paragraphs 6.11, 6.12 or 6.13 of the Ethical
Standard.
17
• the directors’ use of the going concern basis of accounting in the preparation of the financial
statements is not appropriate; or
• the directors have not disclosed in the financial statements any identified material uncertainties that
may cast significant doubt about the company’s ability to continue to adopt the going concern basis
of accounting for a period of at least twelve months from the date when the financial statements are
authorised for issue.
Other information
The other information comprises the information included in the annual report,33 other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information. Our
opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
• the information given in the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the directors’ report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the
course of the audit, we have not identified material misstatements in the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• the directors were not entitled to prepare the financial statements in accordance with the small
companies regime and take advantage of the small companies’ exemptions in preparing the
directors’ report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement [set out on page …], the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
33 The term used to describe the annual report should be the same as that used by the directors.
18
the going concern basis of accounting unless the directors either intend to liquidate the company or to
cease operations, or have no realistic alternative but to do so.
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 an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: [website link].34 This description forms part of our auditor’s
report.
[Signature]
John Smith (Senior Statutory Auditor)
For and on behalf of ABC LLP, Statutory Auditor
[Address]
[Date]
34 See paragraph 38 of this Compendium.
19
Appendix 2—Non-publicly traded company preparing group

and parent company financial statements under UK GAAP
• Company either does not qualify as a small company or qualifies as a small company but
chooses not to prepare its financial statements under the small companies regime
• Company is not a public-interest entity
• Company prepares group financial statements
• Section 408 exemption taken for parent company’s own profit and loss account
included within the body of the auditor’s report
• Auditor is not required, and has otherwise not decided, to communicate key audit matters
in accordance with ISA (UK) 701
Opinion
We have audited the financial statements of [XYZ Limited] (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended [date] which comprise [specify the titles of the primary statements]35
and notes to the financial statements, including a summary of significant accounting policies. The
financial reporting framework that has been applied in their preparation is applicable law and United
Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting
Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting
Practice).
• give a true and fair view of the state of the group’s and of the parent company’s affairs as at [date]
and of the group’s [profit/loss] for the year then ended;
Practice;
Basis for opinion
group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the
20
going concern basis of accounting for a period of at least twelve months from the date when the
financial statements are authorised for issue.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report,36 other than the financial statements and our auditor’s report thereon. Our
is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
• the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the group and the parent company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the directors’ report.
• 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 are not in agreement with the accounting records and
returns; or
• we have not received all the information and explanations we require for our audit.
error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the
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 the directors either intend to
liquidate the group or the parent company or to cease operations, or have no realistic alternative but to
do so.
21

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the group’s or the parent company’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the
group or the parent company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.37
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
[Signature]
[Address]
[Date]
37 This bullet point is only required where the company prepares group financial statements or ISA (UK) 600
(Revised June 2016) otherwise applies.
22
Appendix 3—Publicly traded AIM listed company preparing

financial statements under IFRSs with an emphasis of
matter paragraph
• Company is an AIM-listed company, an unquoted company and not a public-interest entity
• Financial statements are prepared in accordance with IFRSs as adopted by the EU
• Emphasis of matter paragraph is included in the auditor’s report as in the auditor’s
judgment, the matter is of such importance that it is fundamental to users’ understanding
of the financial statements
Opinion
applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs)
as adopted by the European Union.
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
Basis for opinion
statements in the UK, including the FRC’s Ethical Standard as applied to listed entities,39 and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
may cast significant doubt about the company’s ability to continue to adopt the going concern basis
39 The auditor uses “as applied to SME listed entities” where the relief and exemptions for audits of SME listed
entities provided by the FRC’s Ethical Standard are utilised. See paragraph A35-3 of ISA (UK) 700 (Revised
June 2016).
23
of accounting for a period of at least twelve months from the date when the financial statements are
authorised for issue.
Emphasis of matter40
We draw attention to note [X] of the financial statements, which describes [brief summary of the matter].
Our opinion is not modified in this respect.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
[Description of each key audit matter in accordance with ISA (UK) 701.]
Our application of materiality
[Explanation of how the auditor applied the concept of materiality in planning and performing the audit.
This is required to include the threshold used by the auditor as being materiality for the financial
statements as a whole but may include other relevant disclosures.41]
An overview of the scope of our audit
[Overview of the scope of the audit, including an explanation of how the scope addressed each key
audit matter and was influenced by the auditor’s application of materiality.]
Other information
is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard.
requirements.
40 As noted in paragraph A16 of ISA (UK) 706 (Revised June 2016), an emphasis of matter paragraph may be
presented either directly before or after the key audit matters section based on the auditor’s judgment as to the
relative significance of the information included in the emphasis of matter paragraph.
41 ISA (UK) 701, paragraph A59-1 includes other disclosures relevant to an explanation of how the auditor applied
the context of materiality in planning and performing the audit.
24

course of the audit, we have not identified material misstatements in the strategic report or the directors’
report.
error.
report.
[Signature]
[Address]
[Date]
25
Appendix 4—Unlisted public interest entity preparing

financial statements under UK GAAP with a material
uncertainty related to going concern
• Company is a public interest entity
• Based on the audit evidence obtained, the auditor has concluded that a material uncertainty
exists related to events or conditions that may cast significant doubt on the company’s
ability to continue as a going concern. The disclosure of the material uncertainty in the
financial statements is adequate.
Opinion
applied in their preparation is applicable law and United Kingdom Accounting Standards, including
Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally
Accepted Accounting Practice).
Practice; and
Basis for opinion
statements in the UK, including the FRC’s Ethical Standard as applied to public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note [X] in the financial statements, which indicates that [brief description of events
or conditions identified that may cast significant doubt on the entity’s ability to continue as a going
concern]. As stated in note [X], these events or conditions, along with the other matters as set forth in
note [X], indicate that a material uncertainty exists that may cast significant doubt on the company’s
ability to continue as a going concern. Our opinion is not modified in respect of this matter.
26
Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified, including those which had the greatest
effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
[Description of each key audit matter in accordance with ISA (UK) 701.]
Our application of materiality
[Explanation of how the auditor applied the concept of materiality in planning and performing the audit.
This is required to include the threshold used by the auditor as being materiality for the financial
statements as a whole but may include other relevant disclosures.45]
An overview of the scope of our audit
[Overview of the scope of the audit, including an explanation of how the scope addressed each key
audit matter and was influenced by the auditor’s application of materiality.]
Other information
is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard.
requirements.
course of the audit, we have not identified material misstatements in the strategic report or the directors’
report.
27

error.
[Explanation as to what extent the audit was considered capable of detecting irregularities, including
fraud.]
report.
Other matters which we are required to address
We were appointed by [state by whom or which body the auditor(s) was appointed] on [date]. The period
of total uninterrupted engagement including previous renewals and reappointments of the firm is [X]
years.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the company and
we remain independent of the company in conducting our audit.
[Indicate any services, in addition to the audit, which were provided by the firm to the company that
have not been disclosed in the financial statements or elsewhere in the annual report.]
Our audit opinion is consistent with the additional report to the audit committee.
[Signature]
[Address]
[Date]
28
Appendix 5—Publicly traded standard listed company

preparing group financial statements under IFRSs and
parent company financial statements under UK GAAP
• Company is a standard listed company, a quoted company and a public-interest entity
• Company prepares group financial statements under IFRSs as adopted by the EU and
parent company financial statements under UK GAAP (FRSs 100 and 101)
• Section 408 exemption taken in respect of parent company’s own profit and loss account
• Corporate governance statement is incorporated into the directors’ report either directly or
by incorporation by reference
Independent auditor’s report to the members of [XYZ Plc]

Opinion • the financial statements have been prepared in
We have audited the financial statements of [XYZ accordance with the requirements of the
Limited] (the ‘parent company’) and its Companies Act 2006; and, as regards the
subsidiaries (the ‘group’) for the year ended [date] group financial statements, Article 4 of the IAS
which comprise [specify the titles of the primary Regulation.
statements]48 and notes to the financial Basis for opinion
statements, including a summary of significant
We conducted our audit in accordance with
accounting policies. The financial reporting
International Standards on Auditing (UK) (ISAs
framework that has been applied in the
(UK)) and applicable law. Our responsibilities
preparation of the group financial statements is
under those standards are further described in the
applicable law and International Financial
Auditor’s Responsibilities for the Audit of the
Reporting Standards (IFRSs) as adopted by the
Financial Statements section of our report. We are
European Union. The financial reporting
independent of the group and the parent company
framework that has been applied in the
in accordance with the ethical requirements that
preparation of the parent company financial
are relevant to our audit of the financial
statements is applicable law and United Kingdom
statements in the UK, including the FRC’s Ethical
Accounting Standards, including Financial
Standard as applied to listed public interest
Reporting Standard 101 Reduced Disclosure
entities, and we have fulfilled our other ethical
Framework (United Kingdom Generally Accepted
responsibilities in accordance with these
Accounting Practice).
requirements. We believe that the audit evidence
In our opinion: we have obtained is sufficient and appropriate to
• the financial statements give a true and fair provide a basis for our opinion.
view of the state of the group’s and of the
parent company’s affairs as at [date] and of the
group’s [profit/loss] for the year then ended; We have nothing to report in respect of the
following matters in relation to which the ISAs
• the group financial statements have been
(UK) require us to report to you where:
properly prepared in accordance with IFRSs as
adopted by the European Union; • the directors’ use of the going concern basis of
accounting in the preparation of the financial
• the parent company financial statements have
been properly prepared in accordance with
United Kingdom Generally Accepted
Accounting Practice; and
29
• the directors have not disclosed in the financial in doing so, consider whether the other
statements any identified material information is materially inconsistent with the
uncertainties that may cast significant doubt financial statements or our knowledge obtained in
about the group’s or the parent company’s the audit or otherwise appears to be materially
ability to continue to adopt the going concern misstated. If we identify such material
basis of accounting for a period of at least inconsistencies or apparent material
twelve months from the date when the financial misstatements, we are required to determine
statements are authorised for issue. whether there is a material misstatement in the
financial statements or a material misstatement of
Key audit matters
the other information. If, based on the work we
Key audit matters are those matters that, in our have performed, we conclude that there is a
professional judgment, were of most significance material misstatement of this other information,
in our audit of the financial statements of the we are required to report that fact. We have
current period and include the most significant nothing to report in this regard.
assessed risks of material misstatement (whether
or not due to fraud) we identified, including those Opinions on other matters prescribed by
which had the greatest effect on: the overall audit the Companies Act 2006
strategy, the allocation of resources in the audit; In our opinion the part of the directors’
and directing the efforts of the engagement team. remuneration report to be audited has been
These matters were addressed in the context of properly prepared in accordance with the
our audit of the financial statements as a whole, Companies Act 2006.
and in forming our opinion thereon, and we do not In our opinion, based on the work undertaken in
provide a separate opinion on these matters. the course of the audit:
[Description of each key audit matter in • the information given in the strategic report and
accordance with ISA (UK) 701.] the directors’ report for the financial year for
Our application of materiality which the financial statements are prepared is
consistent with the financial statements; and
[Explanation of how the auditor applied the
concept of materiality in planning and performing • the strategic report and the directors’ report
the group and parent company audit. This is have been prepared in accordance with
required to include the threshold used by the applicable legal requirements.
auditor as being materiality for the group and Matters on which we are required to report
parent company financial statements as a whole by exception
but may include other relevant disclosures. 49]
In the light of the knowledge and understanding of
An overview of the scope of our audit the group and the parent company and its
[Overview of the scope of the group and parent environment obtained in the course of the audit,
company audit, including an explanation of how we have not identified material misstatements in
the scope addressed each key audit matter and the strategic report or the directors’ report.
was influenced by the auditor’s application of We have nothing to report in respect of the
materiality.] following matters in relation to which the
Companies Act 2006 requires us to report to you
Other information
if, in our opinion:
The directors are responsible for the other
• adequate accounting records have not been
information. The other information comprises the
kept by the parent company, or returns
information included in the annual report,50 other
adequate for our audit have not been received
than the financial statements and our auditor’s
from branches not visited by us; or
report thereon. Our opinion on the financial
statements does not cover the other information • the parent company financial statements and
and, except to the extent otherwise explicitly the part of the directors’ remuneration report to
stated in our report, we do not express any form be audited are not in agreement with the
of assurance conclusion thereon. In connection accounting records and returns; or
with our audit of the financial statements, our • certain disclosures of directors’ remuneration
responsibility is to read the other information and, specified by law are not made; or
30
• we have not received all the information and Other matters which we are required to
explanations we require for our audit. address
Responsibilities of directors We were appointed by [state by whom or which
body the auditor was appointed] on [date] to audit
As explained more fully in the directors’
the financial statements for the period ending
responsibilities statement [set out on page …], the
[date]. Our total uninterrupted period of
directors are responsible for the preparation of the
engagement is [X] years, covering the periods
financial statements and for being satisfied that
ending [date] to [date].
they give a true and fair view, and for such internal
control as the directors determine is necessary to The non-audit services prohibited by the FRC’s
enable the preparation of financial statements that Ethical Standard were not provided to the group
are free from material misstatement, whether due or the parent company and we remain
to fraud or error. independent of the group and the parent company
in conducting our audit.
In preparing the financial statements, the directors
are responsible for assessing the group’s and the [Indicate any services, in addition to the audit,
parent company’s ability to continue as a going which were provided by the firm to the group that
concern, disclosing, as applicable, matters related have not been disclosed in the financial
to going concern and using the going concern statements or elsewhere in the annual report.]
basis of accounting unless the directors either Our audit opinion is consistent with the additional
intend to liquidate the group or the parent report to the audit committee.
company or to cease operations, or have no
realistic alternative but to do so.
[Signature]
Auditor’s responsibilities for the audit of John Smith (Senior Statutory Auditor)
the financial statements
Our objectives are to obtain reasonable
[Address]
assurance about whether the financial statements
as a whole are free from material misstatement, [Date]
whether due to fraud or error, and to issue an
auditor’s report that includes our opinion.
Reasonable assurance is a high level of
assurance, but is not a 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
the aggregate, they could reasonably be expected
to influence the economic decisions of users
taken on the basis of these financial statements.
[Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud.]
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at: [website
link].51 This description forms part of our auditor’s
report.
31
Appendix 6—Publicly traded premium listed company

preparing group and parent company financial statements
under IFRSs
• Company is a premium listed company, a quoted company and a public interest entity
• Financial statements are prepared in accordance with IFRSs as adopted by the EU and
are also prepared in accordance with IFRSs as issued by the IAASB
• Section 408 exemption not taken in respect of parent company’s own profit and loss
account
• Corporate governance statement not incorporated into the strategic report or the directors’
report, either directly or by incorporation by cross-reference
included within an appendix to the auditor’s report
Independent auditor’s report to as issued by the International Accounting

Standards Board (IASB).
the members of [XYZ Plc]
In our opinion the group financial statements give
Opinion a true and fair view of the consolidated financial
We have audited the financial statements of [XYZ position of the group as at [date] and of its
Plc] (the ‘parent company’) and its subsidiaries consolidated financial performance and its
(the ‘group’) for the year ended [date] which consolidated cash flows for the year then ended in
comprise [specify the titles of the primary accordance with IFRSs as issued by the IASB.
statements]52 and notes to the financial Basis for opinion
statements, including a summary of significant
We conducted our audit in accordance with
accounting policies. The financial reporting
International Standards on Auditing (UK) (ISAs
framework that has been applied in their
preparation is applicable law and International
under those standards are further described in the
Financial Reporting Standards (IFRSs) as
Auditor’s responsibilities for the audit of the
adopted by the European Union.
financial statements section of our report. We are
In our opinion the financial statements: independent of the group in accordance with the
 give a true and fair view of the state of the ethical requirements that are relevant to our audit
group’s and of the parent company’s affairs as of the financial statements in the UK, including the
at [date] and of the group’s and the parent FRC’s Ethical Standard as applied to listed public
company’s [profit/loss] for the year then interest entities, and we have fulfilled our other
ended; ethical responsibilities in accordance with these
 have been properly prepared in accordance requirements. We believe that the audit evidence
with [IFRSs as adopted by the European we have obtained is sufficient and appropriate to
Union]; and provide a basis for our opinion.
 have been prepared in accordance with the Conclusions relating to principal risks,
requirements of the Companies Act 2006 and, going concern and viability statement
as regards the group financial statements, We have nothing to report in respect of the
Article 4 of the IAS Regulation. following information in the annual report, in
Separate opinion in relation to IFRSs as relation to which the ISAs (UK) require us to report
issued by the IASB to you whether we have anything material to add
or draw attention to:
As explained in note [X] to the group financial
statements, the group in addition to complying
with its legal obligation to apply IFRSs as adopted
by the European Union, has also applied IFRSs
32
 the disclosures in the annual report53 [set out our opinion thereon, and we do not provide a
on page …] that describe the principal risks separate opinion on these matters.
and explain how they are being managed or [Description of each key audit matter in
mitigated; accordance with ISA (UK) 701.]
 the directors’ confirmation [set out on page …] Our application of materiality
in the annual report that they have carried out
a robust assessment of the principal risks [Explanation of how the auditor applied the
facing the group, including those that would concept of materiality in planning and performing
threaten its business model, future the group and parent company audit. This is
performance, solvency or liquidity; required to include the threshold used by the
auditor as being materiality for the group and
 the directors’ statement [set out on page …] parent company financial statements as a whole
in the financial statements about whether the but may include other relevant disclosures.54]
directors considered it appropriate to adopt
the going concern basis of accounting in An overview of the scope of our audit
preparing the financial statements and the [Overview of the scope of the group and parent
directors’ identification of any material company audit, including an explanation of how
uncertainties to the group and the parent the scope addressed each key audit matter and
company’s ability to continue to do so over a was influenced by the auditor’s application of
period of at least twelve months from the date materiality.]
of approval of the financial statements; [Explanation as to what extent the audit was
 whether the directors’ statement relating to considered capable of detecting irregularities,
going concern required under the Listing including fraud.]
Rules in accordance with Listing Rule
Other information
9.8.6R(3) is materially inconsistent with our
knowledge obtained in the audit; or The other information comprises the information
included in the annual report [set out on pages
 the directors’ explanation [set out on page …]
…][,including [specify the titles of the other
in the annual report as to how they have
information][set out on pages …]], other than the
assessed the prospects of the group, over
financial statements and our auditor’s report
what period they have done so and why they
thereon. The directors are responsible for the
consider that period to be appropriate, and
other information. Our opinion on the financial
their statement as to whether they have a
statements does not cover the other information
reasonable expectation that the group will be
and, except to the extent otherwise explicitly
able to continue in operation and meet its
stated in our report, we do not express any form
liabilities as they fall due over the period of
of assurance conclusion thereon. In connection
their assessment, including any related
with our audit of the financial statements, our
disclosures drawing attention to any
responsibility is to read the other information and,
necessary qualifications or assumptions.
in doing so, consider whether the other
Key audit matters information is materially inconsistent with the
Key audit matters are those matters that, in our financial statements or our knowledge obtained in
professional judgment, were of most significance the audit or otherwise appears to be materially
in our audit of the financial statements of the misstated. If we identify such material
current period and include the most significant inconsistencies or apparent material
assessed risks of material misstatement (whether misstatements, we are required to determine
or not due to fraud) that we identified. These whether there is a material misstatement in the
matters included those which had the greatest financial statements or a material misstatement of
effect on: the overall audit strategy, the allocation the other information. If, based on the work we
of resources in the audit; and directing the efforts have performed, we conclude that there is a
of the engagement team. These matters were material misstatement of the other information, we
addressed in the context of our audit of the are required to report that fact.
financial statements as a whole, and in forming We have nothing to report in this regard.
33
In this context, we also have nothing to report in structures, given in compliance with rules
regard to our responsibility to specifically address 7.2.5 and 7.2.6 in the Disclosure Rules and
the following items in the other information and to Transparency Rules sourcebook made by the
report as uncorrected material misstatements of Financial Conduct Authority (the FCA Rules),
the other information where we conclude that is consistent with the financial statements and
those items meet the following conditions: has been prepared in accordance with
 Fair, balanced and understandable [set out applicable legal requirements; and
on page …] – [the statement given / the  information about the company’s corporate
explanation as to why the annual report does governance code and practices and about its
not include a statement] by the directors that administrative, management and supervisory
they consider the annual report and financial bodies and their committees complies with
statements taken as a whole is fair, balanced rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
and understandable and provides the
Matters on which we are required to report
information necessary for shareholders to
assess the group’s performance, business by exception
model and strategy, is materially inconsistent In the light of the knowledge and understanding of
with our knowledge obtained in the audit; or the group and the parent company and its
 Audit committee reporting [set out on environment obtained in the course of the audit,
page …] – [the section describing the work of we have not identified material misstatements in:
the audit committee does not appropriately  the strategic report or the directors’ report; or
address matters communicated by us to the  the information about internal control and risk
audit committee / the explanation as to why management systems in relation to financial
the annual report does not include a section reporting processes and about share capital
describing the work of the audit committee is structures, given in compliance with rules
materially inconsistent with our knowledge 7.2.5 and 7.2.6 of the FCA Rules.
obtained in the audit]; or We have nothing to report in respect of the
 Directors’ statement of compliance with following matters in relation to which the
the UK Corporate Governance Code [set Companies Act 2006 requires us to report to you
out on page …] – the parts of the directors’ if, in our opinion:
statement required under the Listing Rules
 adequate accounting records have not been
relating to the company’s compliance with the
kept by the parent company, or returns
UK Corporate Governance Code containing
adequate for our audit have not been received
provisions specified for review by the auditor
from branches not visited by us; or
in accordance with Listing Rule 9.8.10R(2) do
not properly disclose a departure from a  the parent company financial statements and
relevant provision of the UK Corporate the part of the directors’ remuneration report
Governance Code. to be audited are not in agreement with the
accounting records and returns; or
Opinions on other matters prescribed by
the Companies Act 2006  certain disclosures of directors’ remuneration
specified by law are not made; or
In our opinion, the part of the directors’
remuneration report to be audited has been  we have not received all the information and
properly prepared in accordance with the explanations we require for our audit; or
Companies Act 2006.  a corporate governance statement has not
In our opinion, based on the work undertaken in been prepared by the parent company.
the course of the audit: Responsibilities of directors
 the information given in the strategic report As explained more fully in the directors’
and the directors’ report for the financial year responsibilities statement [set out on page …], the
for which the financial statements are directors are responsible for the preparation of the
prepared is consistent with the financial financial statements and for being satisfied that
statements and those reports have been they give a true and fair view, and for such internal
prepared in accordance with applicable legal control as the directors determine is necessary to
requirements; enable the preparation of financial statements that
 the information about internal control and risk are free from material misstatement, whether due
management systems in relation to financial to fraud or error.
reporting processes and about share capital
34
In preparing the financial statements, the directors of the description], forms part of our auditor’s
are responsible for assessing the group’s and the report.
parent company’s ability to continue as a going
Other matters which we are required to
concern, disclosing, as applicable, matters related
to going concern and using the going concern address
basis of accounting unless the directors either Following the recommendation of the audit
intend to liquidate the group or the parent committee, we were appointed by [state by whom
company or to cease operations, or have no or which body the auditor was appointed] on [date]
realistic alternative but to do so. to audit the financial statements for the year
ending [date] and subsequent financial periods.
Auditor’s responsibilities for the audit of The period of total uninterrupted engagement is
the financial statements [X] years, covering the years ending [date] to
Our objectives are to obtain reasonable [date].
assurance about whether the financial statements The non-audit services prohibited by the FRC’s
as a whole are free from material misstatement, Ethical Standard were not provided to the group
whether due to fraud or error, and to issue an or the parent company and we remain
auditor’s report that includes our opinion. independent of the group and the parent company
Reasonable assurance is a high level of in conducting our audit.
assurance, but is not a guarantee that an audit
[Indicate any services, in addition to the audit,
conducted in accordance with ISAs (UK) will
which were provided by the firm to the group that
have not been disclosed in the financial
statements or elsewhere in the annual report.]
the aggregate, they could reasonably be expected Our audit opinion is consistent with the additional
to influence the economic decisions of users report to the audit committee.
taken on the basis of these financial statements.
A further description of our responsibilities for the [Signature]
audit of the financial statements is included in John Smith (Senior Statutory Auditor)
appendix [X] of this auditor’s report. This
description, which is located at [indicate page
number of other specific reference to the location [Address]
[Date]
35
Appendix: Auditor’s responsibilities for the audit of the financial

statements
As part of an audit in accordance with ISAs (UK), • Evaluate the overall presentation, structure
we exercise professional judgment and maintain and content of the financial statements,
professional scepticism throughout the audit. We including the disclosures, and whether the
also: financial statements represent the underlying
transactions and events in a manner that
• Identify and assess the risks of material
achieves fair presentation.
misstatement of the financial statements,
whether due to fraud or error, design and • Obtain sufficient appropriate audit evidence
perform audit procedures responsive to those regarding the financial information of the
risks, and obtain audit evidence that is entities or business activities within the group
sufficient and appropriate to provide a basis for to express an opinion on the group financial
our opinion. The risk of not detecting a material statements. We are responsible for the
misstatement resulting from fraud is higher direction, supervision and performance of the
than for one resulting from error, as fraud may group audit. We remain solely responsible for
involve collusion, forgery, intentional our audit opinion.55
omissions, misrepresentations, or the override
We communicate with those charged with
of internal control.
governance regarding, among other matters, the
• Obtain an understanding of internal control planned scope and timing of the audit and
relevant to the audit in order to design audit significant audit findings, including any significant
procedures that are appropriate in the deficiencies in internal control that we identify
circumstances, but not for the purpose of during our audit.
expressing an opinion on the effectiveness of
We also provide those charged with governance
the group’s internal control.
with a statement that we have complied with
• Evaluate the appropriateness of accounting relevant ethical requirements regarding
policies used and the reasonableness of independence, and to communicate with them all
accounting estimates and related disclosures relationships and other matters that may
made by the directors. reasonably be thought to bear on our
independence, and where applicable, related
• Conclude on the appropriateness of the
safeguards.56
directors’ use of the going concern basis of
accounting and, based on the audit evidence From the matters communicated with those
obtained, whether a material uncertainty exists charged with governance, we determine those
related to events or conditions that may cast matters that were of most significance in the audit
significant doubt on the group’s or the parent of the consolidated financial statements of the
company’s ability to continue as a going current period and are therefore the key audit
concern. If we conclude that a material matters. We describe these matters in our
uncertainty exists, we are required to draw auditor’s report unless law or regulation precludes
attention in our auditor’s report to the related public disclosure about the matter or when, in
disclosures in the financial statements or, if extremely rare circumstances, we determine that
such disclosures are inadequate, to modify our a matter should not be communicated in our report
opinion. Our conclusions are based on the because the adverse consequences of doing so
audit evidence obtained up to the date of our would reasonably be expected to outweigh the
auditor’s report. However, future events or public interest benefits of such communication.57
conditions may cause the group or the parent
company to cease to continue as a going
concern.
55 This bullet point is only required where the entity prepares group financial statements or ISA (UK) 600 (Revised
June 2016) otherwise applies. See paragraph 40(b) of this Compendium.
56 This bullet point is only required where the entity is a listed entity. See paragraph 40(c) of this Compendium.
57 This bullet point is only required where the auditor is required, or has otherwise decided, to communicate key
audit matters in accordance with ISA (UK) 701. See paragraph 40(d) of this Compendium.
36
Appendix 7A—Publicly traded premium listed company

preparing group financial statements under IFRSs (reported
on separately from the parent company financial
statements)
• Company is a premium listed company, a quoted company and a public interest entity
• Corporate governance statement incorporated into the directors’ report, either directly or
by incorporation by cross-reference and reported on in the auditor’s report on the group
• UK Corporate Governance Code reported on in the auditor’s report on the group financial
statements
• Directors’ Remuneration Report reported on in the auditor’s report on the parent company

Opinion independent of the group in accordance with the
We have audited the group financial statements of ethical requirements that are relevant to our audit
[XYZ Plc] for the year ended [date] which of the financial statements in the UK, including the
comprise [specify the titles of the primary FRC’s Ethical Standard as applied to listed public
statements]58 and notes to the financial interest entities, and we have fulfilled our other
statements, including a summary of significant ethical responsibilities in accordance with these
accounting policies. The financial reporting requirements. We believe that the audit evidence
framework that has been applied in their we have obtained is sufficient and appropriate to
preparation is applicable law and International provide a basis for our opinion.
Financial Reporting Standards (IFRSs) as Conclusions relating to principal risks,
adopted by the European Union. going concern and viability statement
In our opinion the group financial statements: We have nothing to report in respect of the
 give a true and fair view of the state of the following information in the annual report, in
group’s affairs as at [date] and of its relation to which the ISAs (UK) require us to report
[profit/loss] for the year then ended; to you whether we have anything material to add
 have been properly prepared in accordance or draw attention to:
with IFRSs as adopted by the European  the disclosures in the annual report59 that
Union; and describe the principal risks and explain how
 have been prepared in accordance with the they are being managed or mitigated;
requirements of the Companies Act 2006 and  the directors’ confirmation in the annual report
Article 4 of the IAS Regulation. that they have carried out a robust
Basis for opinion assessment of the principal risks facing the
group, including those that would threaten its
We conducted our audit in accordance with business model, future performance,
International Standards on Auditing (UK) (ISAs solvency or liquidity;
under those standards are further described in the  the directors’ statement in the financial
Auditor’s Responsibilities for the audit of the group statements about whether the directors
financial statements section of our report. We are considered it appropriate to adopt the going
concern basis of accounting in preparing the
37
financial statements and the directors’ Other information

identification of any material uncertainties to The directors are responsible for the other
the group’s ability to continue to do so over a information. The other information comprises the
period of at least twelve months from the date information included in the annual report, other
of approval of the financial statements; than the financial statements and our auditor’s
 whether the directors’ statement relating to report thereon. Our opinion on the financial
going concern required under the Listing statements does not cover the other information
Rules in accordance with Listing Rule and, except to the extent otherwise explicitly
9.8.6R(3) is materially inconsistent with our stated in our report, we do not express any form
knowledge obtained in the audit; or of assurance conclusion thereon.
 the directors’ explanation in the annual report In connection with our audit of the group financial
as to how they have assessed the prospects statements, our responsibility is to read the other
of the group, over what period they have done information and, in doing so, consider whether the
so and why they consider that period to be other information is materially inconsistent with
appropriate, and their statement as to whether the group financial statements or our knowledge
they have a reasonable expectation that the obtained in the audit or otherwise appears to be
group will be able to continue in operation and materially misstated. If we identify such material
meet its liabilities as they fall due over the inconsistencies or apparent material
period of their assessment, including any misstatements, we are required to determine
related disclosures drawing attention to any whether there is a material misstatement of the
necessary qualifications or assumptions. group financial statements or a material
misstatement of the other information. If, based on
Key audit matters the work we have performed, we conclude that
Key audit matters are those matters that, in our there is a material misstatement of this other
professional judgment, were of most significance information, we are required to report that fact. We
in our audit of the group financial statements of have nothing to report in this regard.
the current period and include the most significant In this context, we also have nothing to report in
assessed risks of material misstatement (whether regard to our responsibility to specifically address
or not due to fraud) we identified, including those the following items in the other information and to
which had the greatest effect on: the overall audit report as uncorrected material misstatements of
strategy, the allocation of resources in the audit; the other information where we conclude that
and directing the efforts of the engagement team. those items meet the following conditions:
These matters were addressed in the context of
 Fair, balanced and understandable – [the
our audit of the group financial statements as a
statement given / the explanation as to why
whole, and in forming our opinion thereon, and we
the annual report does not include a
do not provide a separate opinion on these
statement] by the directors that they consider
matters.
the annual report and financial statements
[Description of each key audit matter in taken as a whole is fair, balanced and
accordance with ISA (UK) 701.] understandable and provides the information
Our application of materiality necessary for shareholders to assess the
group’s performance, business model and
[Explanation of how the auditor applied the
strategy, is materially inconsistent with our
concept of materiality in planning and performing
knowledge obtained in the audit; or
the group audit. This is required to include the
threshold used by the auditor as being materiality  Audit committee reporting – [the section
for the group financial statements as a whole but describing the work of the audit committee
may include other relevant disclosures.60] does not appropriately address matters
communicated by us to the audit committee /
An overview of the scope of our audit the explanation as to why the annual report
[Overview of the scope of the group audit, does not include a section describing the work
including an explanation of how the scope of the audit committee is materially
addressed each key audit matter and was inconsistent with our knowledge obtained in
influenced by the auditor’s application of the audit]; or
materiality.]
38
 Directors’ statement of compliance with disclosing, as applicable, matters related to going

the UK Corporate Governance Code – the concern and using the going concern basis of
parts of the directors’ statement required accounting unless the directors either intend to
under the Listing Rules relating to the liquidate the group or to cease operations, or have
company’s compliance with the UK Corporate no realistic alternative but to do so.
Governance Code containing provisions
Auditor’s responsibilities for the audit of
specified for review by the auditor in
accordance with Listing Rule 9.8.10R(2) do
the group financial statements
not properly disclose a departure from a Our objectives are to obtain reasonable
relevant provision of the UK Corporate assurance about whether the group financial
Governance Code. statements as a whole are free from material
misstatement, whether due to fraud or error, and
Opinions on other matters prescribed by to issue an auditor’s report that includes our
the Companies Act 2006 opinion. Reasonable assurance is a high level of
In our opinion, based on the work undertaken in assurance, but is not a guarantee that an audit
the course of the audit: conducted in accordance with ISAs (UK) will
 the information given in the strategic report always detect a material misstatement when it
and the directors’ report for the financial year exists. Misstatements can arise from fraud or error
for which the group financial statements are and are considered material if, individually or in
prepared is consistent with the financial the aggregate, they could reasonably be expected
statements; and to influence the economic decisions of users
taken on the basis of these group financial
 the strategic report and the directors’ report
statements.
have been prepared in accordance with
applicable legal requirements. [Explanation as to what extent the audit was
considered capable of detecting irregularities,
Matters on which we are required to including fraud.]
report by exception A further description of our responsibilities for the
In the light of the knowledge and understanding of audit of the financial statements is located on the
the group and its environment obtained in the Financial Reporting Council’s website at: [website
course of the audit, we have not identified material link].61 This description forms part of our auditor’s
misstatements in the strategic report or the report.
directors’ report.
Other matters which we are required to
We have nothing to report in respect of the
address
following matters in relation to which the
Companies Act 2006 requires us to report to you We were appointed by [state by whom or which
if, in our opinion: body the auditor was appointed] on [date]. The
period of total uninterrupted engagement
 certain disclosures of directors’ remuneration including previous renewals and reappointments
specified by law are not made; or of the firm is [X] years.
 we have not received all the information and The non-audit services prohibited by the FRC’s
explanations we require for our audit. Ethical Standard were not provided to the group
Responsibilities of directors and we remain independent of the group in
conducting our audit.
As explained more fully in the directors’
responsibilities statement [set out on page …], the [Indicate any services, in addition to the audit,
directors are responsible for the preparation of the which were provided by the firm to the group that
group financial statements and for being satisfied have not been disclosed in the financial
that they give a true and fair view, and for such statements or elsewhere in the annual report.]
internal control as the directors determine is Our audit opinion is consistent with the additional
necessary to enable the preparation of group report to the audit committee.
financial statements that are free from material We have reported separately on the parent
misstatement, whether due to fraud or error. company financial statements of [XYZ Plc] for the
In preparing the group financial statements, the year ended [date]. [That report includes details of
directors are responsible for assessing the the parent company key audit matters; how we
group’s ability to continue as a going concern, applied the concept of materiality in planning and
39
performing our audit; and an overview of the

scope of our audit.62] [That report includes a
statement on a material uncertainty related to
going concern.] [That report includes an emphasis
of matter.] [The opinion in that report is [qualified /
an adverse opinion / a disclaimer of opinion].]
[Signature]
[Address]
[Date]
40
Appendix 7B—Publicly traded premium listed company

preparing parent company financial statements under UK
GAAP (reported on separately from the group financial
statements)
• Company is a premium listed company, a quoted company and a public-interest entity
• Corporate governance statement incorporated into the directors’ report, either directly or
by incorporation by cross-reference and reported on in the auditor’s report on the group
• UK Corporate Governance Code reported on in the auditor’s report on the group financial
statements
• Directors’ remuneration report reported on in the auditor’s report on the parent company

Opinion under those standards are further described in the
We have audited the parent company financial Auditor’s Responsibilities for the audit of the
statements of [XYZ Plc] for the year ended [date] parent company financial statements section of
which comprise [specify the titles of the primary our report. We are independent of the parent
statements]63 and notes to the financial company in accordance with the ethical
statements, including a summary of significant requirements that are relevant to our audit of the
accounting policies. The financial reporting parent company financial statements in the UK,
framework that has been applied in their including the FRC’s Ethical Standard as applied to
preparation is applicable law and United Kingdom listed public interest entities, and we have fulfilled
Accounting Standards, including Financial our other ethical responsibilities in accordance
Reporting Standard 102 The Financial Reporting with these requirements. We believe that the audit
Standard applicable in the UK and Republic of evidence we have obtained is sufficient and
Ireland (United Kingdom Generally Accepted appropriate to provide a basis for our opinion.
Accounting Practice). Conclusions relating to going concern
In our opinion the parent company financial We have nothing to report in respect of the
statements: following matter in relation to which the ISAs (UK)
 give a true and fair view of the state of the require us to report to you whether we have
parent company’s affairs as at [date] [and of anything material to add or draw attention to in
its [profit/loss] for the year then ended];64 relation to:
 have been properly prepared in accordance  the directors’ statement in the parent
with United Kingdom Generally Accepted company financial statements about whether
Accounting Practice; and the directors considered it appropriate to
 have been prepared in accordance with the adopt the going concern basis of accounting
requirements of the Companies Act 2006. in preparing the parent company financial
statements and the directors’ identification of
Basis for opinion any material uncertainties to the parent
We conducted our audit in accordance with company’s ability to continue to do so over a
International Standards on Auditing (UK) (ISAs period of at least twelve months from the date
64 The words “and of its profit (or loss) for the year then ended” are included only where Section 408 exemption
is not taken in respect of the parent company’s own profit and loss account.
41
of approval of the parent company financial and, except to the extent otherwise explicitly
statements. stated in our report, we do not express any form
of assurance conclusion thereon.
Key audit matters65
In connection with our audit of the parent company
Key audit matters are those matters that, in our
financial statements, our responsibility is to read
professional judgment, were of most significance
the other information and, in doing so, consider
in our audit of the parent company financial
whether the other information is materially
statements of the current period and include the
inconsistent with the parent company financial
most significant assessed risks of material
statements or our knowledge obtained in the audit
misstatement (whether or not due to fraud) we
or otherwise appears to be materially misstated. If
identified, including those which had the greatest
we identify such material inconsistencies or
effect on: the overall audit strategy, the allocation
apparent material misstatements, we are required
of resources in the audit; and directing the efforts
to determine whether there is a material
of the engagement team. These matters were
misstatement of the parent company financial
addressed in the context of our audit of the parent
statements or a material misstatement of the other
company financial statements as a whole, and in
information.
forming our opinion thereon, and we do not
provide a separate opinion on these matters. If, based on the work we have performed, we
conclude that there is a material misstatement of
[Description of each key audit matter in
this other information, we are required to report
accordance with ISA (UK) 701.]
that fact. We have nothing to report in this regard.
Our application of materiality66 Opinion on other matters prescribed by
[Explanation of how the auditor applied the the Companies Act 2006
concept of materiality in planning and performing
In our opinion, the part of the directors’
the parent company audit. This is required to
remuneration report to be audited has been
include the threshold used by the auditor as being
properly prepared in accordance with the
materiality for the parent company financial
Companies Act 2006.
statements as a whole but may include other
relevant disclosures. 67] In our opinion, based on the work undertaken in
the course of the audit:
An overview of the scope of our audit68  the information given in the strategic report
[Overview of the scope of the parent company and the directors’ report for the financial year
audit, including an explanation of how the scope for which the parent company financial
addressed each key audit matter and was statements are prepared is consistent with the
influenced by the auditor’s application of financial statements; and
materiality for the parent company financial  the strategic report and the directors’ report
statements as a whole.]
have been prepared in accordance with
Other information applicable legal requirements.
The directors are responsible for the other Matters on which we are required to report
information. The other information comprises the
by exception
information included in the annual report,69 other
than the financial statements and our auditor’s In the light of the knowledge and understanding of
report thereon. Our opinion on the financial the parent company and its environment obtained
statements does not cover the other information in the course of the audit, we have not identified
65 Key audit matters that relate solely to the parent company must be included within the auditor’s report on the
parent company financial statements for public interest entities and cannot be cross-referred to the auditor’s
report on the group financial statements.
66 As noted in paragraph 49 of this Compendium, the explanation of how the auditor applied the concept of
materiality in planning and performing the parent company audit may be presented either in the auditor’s report
on the parent company financial statements or separately identified in the auditor’s report on the group financial
statements via a cross-reference from the Other Matter paragraph.
68 As noted in paragraph 49 of this Compendium, the overview of the scope of the parent company audit may be
presented either in the auditor’s report on the parent company financial statements or separately identified in
the auditor’s report on the group financial statements via a cross-reference from the Other Matter paragraph.
42
material misstatements in the strategic report or the aggregate, they could reasonably be expected
the directors’ report. to influence the economic decisions of users
We have nothing to report in respect of the taken on the basis of these parent company
following matters in relation to which the financial statements.
Companies Act 2006 requires us to report to you [Explanation as to what extent the audit was
if, in our opinion: considered capable of detecting irregularities,
 adequate accounting records have not been including fraud.]
kept by the parent company, or returns A further description of our responsibilities for the
adequate for our audit have not been received audit of the parent company financial statements
from branches not visited by us; or is located on the Financial Reporting Council’s
website at: [website link].70 This description forms
 the parent company financial statements and
part of our auditor’s report.
the part of the directors’ remuneration report
to be audited are not in agreement with the Other matters which we are required to
accounting records and returns; or address
 certain disclosures of directors’ remuneration We were appointed by [state by whom or which
specified by law are not made; or body the auditor was appointed] on [date]. The
 we have not received all the information and period of total uninterrupted engagement
explanations we require for our audit. including previous renewals and reappointments
of the firm is [X] years.
Responsibilities of directors The non-audit services prohibited by the FRC’s
As explained more fully in the directors’ Ethical Standard were not provided to the parent
responsibilities statement [set out on page …], the company and its controlled undertakings and we
directors are responsible for the preparation of the remain independent of the parent company and its
parent company financial statements and for controlled undertakings in conducting our audit.
being satisfied that they give a true and fair view, [Indicate any services, in addition to the audit,
and for such internal control as the directors
which were provided by the firm to the parent
determine is necessary to enable the preparation
company and its controlled undertaking(s) that
of parent company financial statements that are
have not been disclosed in the financial
free from material misstatement, whether due to statements or elsewhere in the annual report.]
fraud or error.
Our audit opinion is consistent with the additional
In preparing the parent company financial report to the audit committee.
statements, the directors are responsible for
assessing the parent company’s ability to We have reported separately on the group
continue as a going concern, disclosing, as financial statements of [XYZ Plc] for the year
applicable, matters related to going concern and ended [date]. [That report includes details of the
using the going concern basis of accounting group key audit matters; how we applied the
unless the directors either intend to liquidate the concept of materiality in planning and performing
parent company or to cease operations, or have our audit; and an overview of the scope of our
no realistic alternative but to do so. audit.71] [That report includes a statement on a
material uncertainty related to going concern.]
Auditor’s responsibilities for the audit of [That report includes an emphasis of matter.] [The
the parent company financial statements opinion in that report is [qualified / an adverse
Our objectives are to obtain reasonable opinion / a disclaimer of opinion].]
assurance about whether the parent company
financial statements as a whole are free from [Signature]
material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level For and on behalf of ABC LLP, Statutory Auditor
of assurance, but is not a guarantee that an audit [Address]
conducted in accordance with ISAs (UK) will [Date]

43
Financial Reporting Council
8th Floor
125 London Wall
London
EC2Y 5AS
+44 (0)20 7492 2300
www.frc.org.uk

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Bulletin

Audit and Assurance

Financial Reporting Council

© The Financial Reporting Council Limited 2016

Compendium of illustrative auditor’s reports on United

Describing the applicable financial reporting framework ......................................................... 3

Modifications to the auditor’s opinion ...................................................................................... 4

Opinion in respect of an additional financial reporting framework .......................................... 5

No material uncertainty identified .........................................................................................5

Material uncertainty identified and adequately disclosed .....................................................5

Emphasis of matter and other matter paragraphs .................................................................. 6

Other information .................................................................................................................... 6

Strategic report and directors’ report....................................................................................7

Corporate governance statement.........................................................................................8

Corporate governance statement included as a separate report .........................................8

Corporate governance statement is included in the directors’ report or incorporated in the

UK Corporate Governance Code reporting ..........................................................................9

Directors’ remuneration report .............................................................................................. 12

Omitting the parent company profit and loss account ........................................................13

Alternative presentation options of the financial statements of a group .............................14

Appendices ........................................................................................................................... 16

Appendix 5—Publicly traded standard listed company preparing group financial

Appendix 7A—Publicly traded premium listed company preparing group financial

Appendix 7B—Publicly traded premium listed company preparing parent company

Describing the applicable financial reporting framework

• Financial Reporting Standard 105,4 where the financial statements are

Modifications to the auditor’s opinion

Opinion in respect of an additional financial reporting framework

10 ISA (UK) 700 (Revised June 2016), paragraph A13.

Emphasis of matter and other matter paragraphs

Where statutory other information is Where statutory other information is

Strategic report and directors’ report

Where only a directors’ report is Where both a directors’ report and a

Where only a directors’ report is Where both a directors’ report and a

21 ISA (UK) 700 (Revised June 2016), paragraph 41.

Directors’ remuneration report

Matters on which we are required to report by exception

Auditor’s reports where consolidated financial statements are prepared

accordance with IFRSs as adopted • have been prepared in accordance

Alternative presentation options of the financial statements of a group

• The auditor’s responsibilities with respect to the corporate governance statement

Appendix 1—Non-publicly traded company preparing

34 See paragraph 38 of this Compendium.

Appendix 2—Non-publicly traded company preparing group

Auditor’s responsibilities for the audit of the financial statements

Appendix 3—Publicly traded AIM listed company preparing

Matters on which we are required to report by exception

43 See paragraph 38 of this Compendium.

Appendix 4—Unlisted public interest entity preparing

Key audit matters

• certain disclosures of directors’ remuneration specified by law are not made; or

47 See paragraph 38 of this Compendium.

Appendix 5—Publicly traded standard listed company

Independent auditor’s report to the members of [XYZ Plc]

51 See paragraph 38 of this Compendium.

Appendix 6—Publicly traded premium listed company

Independent auditor’s report to as issued by the International Accounting

Appendix: Auditor’s responsibilities for the audit of the financial

Appendix 7A—Publicly traded premium listed company

Independent auditor’s report to the members of [XYZ Plc]

financial statements and the directors’ Other information

 Directors’ statement of compliance with disclosing, as applicable, matters related to going

61 See paragraph 38 of this Compendium.

performing our audit; and an overview of the