AER LINGUS GROUP PLCDirectors’ <strong>Report</strong> (cont<strong>in</strong>ued)Directors’ Responsibility StatementAs required by Irish company law, the Directors have had prepared and are responsible for the accompany<strong>in</strong>g accounts, thenotes to these accounts, the choice of the account<strong>in</strong>g policies used <strong>in</strong> their preparation and the other related f<strong>in</strong>ancial<strong>in</strong>formation conta<strong>in</strong>ed <strong>in</strong> this report, which give a true and fair view of the state of affairs of the Group and of its profit, cashflows, and total recognised ga<strong>in</strong>s and losses for the year. The Group’s accounts have been prepared <strong>in</strong> conformity withaccount<strong>in</strong>g standards generally accepted <strong>in</strong> Ireland and the Irish Companies Acts, 1963 to <strong>1999</strong>, apply<strong>in</strong>g prudent andreasonable estimates and <strong>in</strong>formed judgements as required. The accounts have been prepared on the go<strong>in</strong>g concern basis.The Group ma<strong>in</strong>ta<strong>in</strong>s systems of <strong>in</strong>ternal control which have been designed to give reasonable assurance that transactions areexecuted <strong>in</strong> accordance with management’s authorisation, that assets are safeguarded, that fraud is prevented and that properf<strong>in</strong>ancial records are ma<strong>in</strong>ta<strong>in</strong>ed. To assist <strong>in</strong> the effective application of the Group’s <strong>in</strong>ternal controls, the services of qualifiedpersonnel have been secured and duties properly allocated among them.Internal auditors monitor the Group’s control systems by exam<strong>in</strong><strong>in</strong>g f<strong>in</strong>ancial reports, by test<strong>in</strong>g the accuracy of the report<strong>in</strong>g oftransactions, and by otherwise obta<strong>in</strong><strong>in</strong>g assurances that the systems are operat<strong>in</strong>g <strong>in</strong> accordance with the Group’s objectives.The Audit Committee of the Board of Directors is composed of non-executive Directors. The Committee meets periodically withthe <strong>in</strong>ternal auditors and the external auditors to discuss the Group’s <strong>in</strong>ternal account<strong>in</strong>g controls, the <strong>in</strong>ternal audit function,the choice of account<strong>in</strong>g policies, the external audit programme, the statutory audit report, f<strong>in</strong>ancial report<strong>in</strong>g and other relatedmatters. The <strong>in</strong>ternal auditors and the external auditors have full and unrestricted access to the Audit Committee.Payment PracticesThe Directors acknowledge their responsibility for ensur<strong>in</strong>g compliance, <strong>in</strong> all material respects, with the provisions of thePrompt Payment of Accounts Act, 1997 ("the Act"). Procedures have been implemented to identify the dates upon which<strong>in</strong>voices fall due for payment and to ensure that payments are made by such dates. Such procedures provide reasonableassurance aga<strong>in</strong>st material non-compliance with the Act. The payment policy throughout <strong>1999</strong> was to comply with therequirements of the Act.AuditorsThe Auditors, PricewaterhouseCoopers, will cont<strong>in</strong>ue <strong>in</strong> office <strong>in</strong> accordance with the provisions of S.160 of the Companies Act,1963.ON BEHALF OF THE DIRECTORSB.M. CahillCHAIRMAN05 September, 2000R. HynesDIRECTOR22
AER LINGUS GROUP PLCAuditors’ <strong>Report</strong>Auditors’ <strong>Report</strong> to the Members of <strong>Aer</strong> L<strong>in</strong>gus Group plcWe have audited the accounts on pages 24 to 45.Respective Responsibilities of Directors and AuditorsThe Directors are responsible for prepar<strong>in</strong>g the Directors’ <strong>Report</strong> and, as described on page 22, for prepar<strong>in</strong>g the accounts <strong>in</strong>accordance with Account<strong>in</strong>g Standards generally accepted <strong>in</strong> Ireland. Our responsibilities, as <strong>in</strong>dependent auditors, areestablished <strong>in</strong> Ireland by statute, the Audit<strong>in</strong>g Practices Board and our profession’s ethical guidance.We report to you our op<strong>in</strong>ion as to whether the accounts give a true and fair view and are properly prepared <strong>in</strong> accordancewith Irish statute compris<strong>in</strong>g the Companies Acts, 1963 to <strong>1999</strong>, and the European Communities (Companies: Group Accounts)Regulations, 1992. We state whether we have obta<strong>in</strong>ed all the <strong>in</strong>formation and explanations we consider necessary for thepurposes of our audit and whether the Company balance sheet is <strong>in</strong> agreement with the books of account. We also report toyou our op<strong>in</strong>ion as to:• whether the Company has kept proper books of account• whether the Directors’ <strong>Report</strong> is consistent with the accounts; and• whether at the balance sheet date there existed a f<strong>in</strong>ancial situation which may require the Company to convene anextraord<strong>in</strong>ary general meet<strong>in</strong>g; such a f<strong>in</strong>ancial situation may exist if the net assets of the Company, as stated <strong>in</strong> theCompany balance sheet, are not more than half of its called-up share capital.We also report to you if, <strong>in</strong> our op<strong>in</strong>ion, <strong>in</strong>formation specified by law regard<strong>in</strong>g Directors’ remuneration and transactions is notdisclosed.We read the other <strong>in</strong>formation conta<strong>in</strong>ed <strong>in</strong> the <strong>Annual</strong> <strong>Report</strong> and consider the implications for our report if we becomeaware of any apparent misstatements or material <strong>in</strong>consistencies with the accounts.Basis of Audit Op<strong>in</strong>ionWe conducted our audit <strong>in</strong> accordance with Audit<strong>in</strong>g Standards issued by the Audit<strong>in</strong>g Practices Board. An audit <strong>in</strong>cludesexam<strong>in</strong>ation, on a test basis, of evidence relevant to the amounts and disclosures <strong>in</strong> the accounts. It also <strong>in</strong>cludes anassessment of the significant estimates and judgements made by the Directors <strong>in</strong> the preparation of the accounts, and ofwhether the account<strong>in</strong>g policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.We planned and performed our audit so as to obta<strong>in</strong> all the <strong>in</strong>formation and explanations which we considered necessary <strong>in</strong>order to provide us with sufficient evidence to give reasonable assurance that the accounts are free from material misstatement,whether caused by fraud or other irregularity or error. In form<strong>in</strong>g our op<strong>in</strong>ion we also evaluated the overall adequacy of thepresentation of <strong>in</strong>formation <strong>in</strong> the accounts.Op<strong>in</strong>ionIn our op<strong>in</strong>ion, the accounts give a true and fair view of the state of affairs of the Company and Group at 31 December, <strong>1999</strong>and of the profit and cash flows of the Group for the year then ended and have been properly prepared <strong>in</strong> accordance with theCompanies Acts, 1963 to <strong>1999</strong> and the European Communities (Companies: Group Accounts) Regulations, 1992.We have obta<strong>in</strong>ed all the <strong>in</strong>formation and explanations we consider necessary for the purposes of our audit. In our op<strong>in</strong>ion,proper books of account have been kept by the Company. The Company balance sheet is <strong>in</strong> agreement with the books ofaccount.In our op<strong>in</strong>ion, the <strong>in</strong>formation given <strong>in</strong> the Directors’ <strong>Report</strong> on pages 20 to 22 is consistent with the accounts.The net assets of the Company, as stated <strong>in</strong> the balance sheet on page 26, are more than half of the amount of its called-upshare capital and, <strong>in</strong> our op<strong>in</strong>ion, on that basis there did not exist at 31 December, <strong>1999</strong> a f<strong>in</strong>ancial situation which, underSection 40(1) of the Companies (Amendment) Act, 1983, would require the conven<strong>in</strong>g of an extraord<strong>in</strong>ary general meet<strong>in</strong>g ofthe Company.PricewaterhouseCoopersChartered Accountants and Registered AuditorsDubl<strong>in</strong>05 September, 200023