We have audited the financial statements which have been prepared under the historical cost convention and the accounting policies set out in the Notes to the Accounts.

Respective responsibilities of Directors and auditors

The Directors are responsible for preparing the Annual Report. As described above this includes the responsibility for preparing the financial statementsin accordance with applicable UK law and Accounting Standards. Our responsibilities, as independent auditors, are established in the UK by statute, theAuditing Practices Board, the Listing Rules of the Financial Services Authority and by our profession's ethical guidance.

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the CompaniesAct 1985. We also report to you if, in our opinion, the Directors' report is not consistent with the financial statements, if the Company has not kept properaccounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law or the ListingRules regarding Directors' remuneration and transactions with the Group is not disclosed.

We review whether the statement on page 24 reflects the Company's compliance with the seven provisions of the Combined Code specified for our review by the Listing Rules and we report if it does not. We are not required to consider whether the Board's statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group's corporate governance procedures or its risk and control procedures.

We read the other information contained in the Annual Report, including the corporate governance statement, and consider whether it is consistent withthe audited financial statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencieswith the financial statements.

Basis of audit opinion

We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis,of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgementsmade by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's circumstances,consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us withsufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or otherirregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion

In our opinion the financial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 December 2001 and of the profit of the Group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

 

KPMG Audit Plc Chartered accountants Registered auditor 18 March 2002

8 Salisbury Square London EC4Y 8BB