TIDMRF49
RNS Number : 6505I
GSK Capital B.V.
08 August 2023
Publication of GSK Capital BV's
Annual Report & Financial Statements 2022
Today, 8 August 2023, GSK Capital BV (the "Company") published
on the GSK Group ("GSK") website, www.gsk.com*, its Annual Report
and Financial Statements in respect of the year ended 31 December
2022.
In compliance with Listing Rule 9.6.1 of the UK Financial
Conduct Authority ("FCA"), copies of the Company's 2022 Annual
Report and Financial Statements , have been submitted to the FCA's
National Storage Mechanism ( NSM) submission portal via Electronic
Submission System (ESS). A copy can be viewed at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
In accordance with the FCA's Disclosure and Transparency Rules
4.1 and 6.3.5, Appendix A to this announcement contains the
Company's 2022 Annual Report and Financial Statements, which
includes a description of the principal risks and uncertainties
affecting it.
V A Whyte
GSK plc Company Secretary
8 August 2023
*
https://www.gsk.com/en-gb/company/codes-standards-and-reports/#gsk-capital-plc-annual-reports
Cautionary statement regarding forward-looking statements
GSK cautions investors that any forward-looking statements or
projections made by GSK, including those made in this announcement,
are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. Such factors
include, but are not limited to, those described in GSK's Annual
Report on Form 20-F for 2022, GSK's Q2 Results for 2023.
Appendix A
GSK Capital B.V.
(Registered number: 81761198)
Annual Report and Financial Statements
for the year ended 31 December 2022
the adopted annual account via shareholders
meeting dated 27/07/2023
Registered office address:
980 Great West Road
Brentford
Middlesex
TW8 9GS
UK trading office address:
980 Great West Road
Brentford
Middlesex
TW8 9GS
GSK Capital B.V.
(Registered number: 81761198)
Annual Report and Financial Statements
for the year ended 31 December 2022
Contents
Pages
Company boards reports 1-3
Directors' report 1-3
Financial statements 4-16
Statement of comprehensive income 4
Balance sheet 5
Income statement 6
Statement of changes in equity 7
Notes to the financial statements 8-16
Other information 17-23
Proposed appropriation of result according to article 17
21 of the articles of association
Independent auditor's report 18-23
GSK Capital B.V.
(Registered number: 81761198)
Directors' report for the year ended 31 December 2022
The Directors present their report and the audited financial
statements of GSK Capital B.V. (the "Company") for the year ended
31 December 2022.
Principal activities and future developments
The Company is a member of the GSK Group (the "Group"). The
Company is a private limited liability company and is incorporated
and domiciled in the Netherlands. The address of the registered
office is 980 Great West Road, Brentford, Middlesex, TW8 9GS.
The principal activity of the Company is the issuance of notes
under the Group's European Medium Term Note programme and the
provision of financial services to other companies within the GSK
Group (the "Group").
The Directors do not envisage any change to the nature of the
business in the foreseeable future. New financing and additional
loans to GSK Group entities are not expected. The key Income
Statement lines of Finance Income and Finance Expense in 2023 are
expected to be in line with 2022.
Review of business
On 27 November 2022, the Company issued the following European
Medium Term Notes:
-- EUR 500m 3% European Medium Term Note 2027
-- EUR 700m 3.125% European Medium Term Note 2032
These bonds were guaranteed by the ultimate parent company, GSK
plc.
Following the bonds issue, the Company on-lent the bond proceeds
to Setfirst Ltd.
At 31 December 2022, the Company had in issue GBP1,058,148,000
European Medium Term Notes (2021: nil) which mature at dates
between 2027 and 2032. All notes currently in issue pay interest on
a fixed rate basis.
The Company made a loss for the financial year of GBP463,000
(2021: loss - GBP2,000). The Directors are of the opinion that the
current level of activity and the year end financial position are
satisfactory and will remain so in the foreseeable future. The loss
for the year of GBP463,000 will be transferred from reserves (2021
loss for the year of GBP2,000 transferred from reserves).
There is no significant activity anticipated for this Company in
the next year, other than payment of interest on long-term debt and
receipt of interest on its long-term loans.
Principal risks and uncertainties
The Directors of GSK plc manage the risks of the Group at a
group level, rather than at an individual statutory entity level.
For this reason, the Company's Directors believe that a discussion
of the Group's risks would not be appropriate for an understanding
of the development, performance or position of the Company's
business. The principal risks and uncertainties of the Group, which
include those of the Company, are discussed in the Group's 2022
annual report which does not form part of this report.
Key performance indicators (KPIs)
The Directors of the Group manage the Group's operations on an
operating segment basis. For this reason, the Company's Directors
believe that analysis using key performance indicators for the
Company is not necessary or appropriate for an understanding of the
development, performance or position of the Company's business. The
development, performance and position of the Group are discussed in
the Group's 2022 annual report which does not form part of this
report.
Results and dividends
The Company's results for the financial year are shown in the
income statement on page 6.
No dividend is proposed to the holders of ordinary shares in
respect of the year ended 31 December 2022 (2021: GBPnil).
Internal control framework
The GSK plc Board is accountable for evaluating and approving
the effectiveness of the internal controls, including financial,
operational and compliance controls, and risk management processes
operated by the Group. The Internal Control Framework is the means
by which the Group ensures the reliability of financial reporting
and compliance with laws and regulations.
To ensure effective governance and promote an ethical culture,
the Group has in place the Risk Oversight and Compliance Council.
This team of senior leaders is mandated by the Board to assist the
Audit and Risk Committee in overseeing risk management and internal
control activities. It also provides the business units with a
framework for risk management and upward escalation of significant
risks, of which the Company operates within. Further information on
the Group's Internal Control Framework is discussed in the Group's
2022 Annual Report which does not form part of this report.
Financial risk management
The Company issues notes under the Group's European Medium Term
Note programme in order to meet anticipated funding requirements
for the Group. Details of derivative financial instruments and
hedging, and further information on risk management policies,
exposures to market, credit and liquidity risk are disclosed in
Note 2 (m) and Note 4 respectively.
The Company manages its cash flow interest rate risk on its
forecasted Euro denominated notes issued under the Group's European
Medium Term Note programme using forward starting interest rate
swaps and interest rate swaps. In addition, the Company carries a
balance in reserves that arose from pre-hedging fluctuations in
long-term interest rates when pricing bonds. The balance is
reclassified to finance costs over the life of these bonds.
The Directors considered that the risk of fraud in the Company
is low because it is subjected to rigorous Corporate Treasury
controls. A fraud risk assessment is carried out annually at a
Group level.
Directors and their interests
The Directors of the Company who were in office during the year
and up to the date of signing the financial statements were as
follows:
Mr A Walker
Edinburgh Pharmaceutical Industries Limited
Glaxo Group Limited
No Director had, during the year or at the end of the year, any
material interest in any contract of significance to the Company's
business with the exception of the Corporate Directors, where such
an interest may arise in the ordinary course of business. A
corporate director is a legal entity of the Group as opposed to a
natural person (an individual) Director.
The Company currently has no female Directors. The Group is
targeting 40% female representation on the Group Board.
Directors' indemnity
Each of the Directors benefits from an indemnity given by the
Company under its articles of association. This indemnity is in
respect of liabilities incurred by the Director in the execution
and discharge of their duties.
In addition, each of the Directors who is an individual benefits
from an indemnity given by another Group company, GlaxoSmithKline
Services Unlimited. This indemnity is in respect of liabilities
arising out of third party proceedings to which the Director is a
party by virtue of their engagement in the business of the
Company.
Disclosure of information to auditors
As far as each of the Directors are aware, there is no relevant
audit information of which the Company's auditor is unaware, and
the Directors have taken all the steps that ought to have been
taken as a director to make themselves aware of any relevant audit
information and to establish that the Company's auditor is aware of
that information.
Going concern basis
Having assessed the principal risks of the Company and other
matters the Directors are of the opinion that the current level of
activity remains sustainable. The Directors have taken into account
that as part of the Group, the Company has the ability to request
support from the Group where necessary and can take actions to
ensure business continuity through operational channels, as well as
the ability to manage variable costs. On the basis of those
considerations, the Directors believe that it remains appropriate
to adopt the going concern basis of accounting in preparing the
financial statements.
By order of the Board
Mr A Walker Mrs C MacLeod
On behalf of Glaxo Group Limited On behalf of Edinburgh Pharmaceutical
Industries Limited
Director Director
27 July 2023 27 July 2023
GSK Capital B.V.
Statement of c omprehensive income
for the year ended 31 December 2022
Feb 1, 2021
to
Dec 31,
2022 2021
Note GBP'000 GBP'000
---------------------------------------------- ----- --------- ------------
Loss for the financial year (463) -
Items that may be subsequently reclassified
to the income statement:
Fair value movements on cash flow hedges 16 (23,264) -
Reclassification of cash flow hedges to
the income statement 16 265 -
Deferred tax on fair value movements and
reclassification on cash flow hedges 10 5,750 -
Other comprehensive income / (expense)
for the financial year (17,249) -
---------------------------------------------- ----- --------- ------------
Total comprehensive income for the financial
year (17,712) -
---------------------------------------------- ----- --------- ------------
The notes on pages 8 to 16 are an integral part of these
financial statements.
GSK Capital B.V.
Balance sheet
as at 31 December 2022
(After proposed appropriation
of result) 2022 2021
Note GBP'000 GBP'000
----- ------------ --------
Non-current assets
Deferred tax assets 10 5,750 -
Trade and other receivables 11 1,034,219 -
Total non-current assets 1,039,969 -
-------------------------------- ----- ------------ --------
Current assets
Corporation tax 10 109 -
Trade and other receivables 11 45 42
Cash and cash equivalents - -
Prepayments and accrued income 12 3,401 -
Total current assets 3,555 42
-------------------------------- ----- ------------ --------
Total assets 1,043,524 42
-------------------------------- ----- ------------ --------
Current liabilities
Accruals and deferred income 14 (3,046) -
Total current liabilities (3,046) -
-------------------------------- ----- ------------ --------
Net current assets 509 42
-------------------------------- ----- ------------ --------
Non-current liabilities
Borrowings 13 (1,058,148) -
Total non-current liabilities (1,058,148) -
-------------------------------- ----- ------------ --------
Total liabilities (1,061,194) -
-------------------------------- ----- ------------ --------
Net liabilities (17,670) 42
-------------------------------- ----- ------------ --------
Equity
Share capital 15 44 44
Other reserves (17,251) (2)
Retained earnings (463) -
-------------------------------- ----- ------------ --------
Shareholders' equity (17,670) 42
-------------------------------- ----- ------------ --------
The notes on pages 8 to 16 are an integral part of these
financial statements.
GSK Capital B.V.
Income statement
for the year ended 31 December 2022
Feb 1, 2021
to
2022 Dec 31, 2021
Note GBP'000 GBP'000
---------------------------------- ----- -------- --------------
Other operating income/(expense) (603) (2)
Finance income 8 3,430 -
Finance expense 9 (3,399) -
Operating loss 6 (572) (2)
---------------------------------- ----- -------- --------------
Loss before taxation (572) (2)
Taxation 10 109 -
---------------------------------- ----- -------- --------------
Loss for the financial year (463) (2)
---------------------------------- ----- -------- --------------
The results disclosed above for both the current and prior year
relate entirely to continuing operations.
The notes on pages 8 to 16 are an integral part of these
financial statements.
GSK Capital B.V.
Statement of changes in equity
for the year ended 31 December 2022
Share Other Retained Shareholders'
capital reserves earnings equity
GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------- --------- ---------- ---------- --------------
At 1 February 2021 - - - -
Shares issued 44 - - 44
Loss for the financial year - (2) - (2)
-------------------------------------- --------- ---------- ---------- --------------
At 31 December 2021 44 (2) - 42
-------------------------------------- --------- ---------- ---------- --------------
Other comprehensive income/(expense)
for the financial year - (17,249) - (17,249)
Loss for the financial year - - (463) (463)
-------------------------------------- --------- ---------- ---------- --------------
At 31 December 2022 44 (17,251) (463) (17,670)
-------------------------------------- --------- ---------- ---------- --------------
The notes on pages 8 to 16 are an integral part of these
financial statements.
GSK Capital B.V.
Notes to the financial statements for the year ended 31 December
2022
1 Presentation of the financial statements
General information
GSK Capital B.V. (the "Company") was incorporated on February 1,
2021. The Company is registered in England and Wales and its
registered office is located at 980 Great West Road, Brentford,
Middlesex TW8 9GS. The ultimate shareholder is GSK plc, a company
registered in England and Wales and whose registered office is
located at 980 Great West Road, Brentford, Middlesex TW8 9GS. The
immediate parent undertaking is GlaxoSmithKline Finance plc. These
financial statements are separate financial statements. The
Company's date of incorporation is 1 February 2021 and therefore as
a result the comparative figures of the income statement are for
less than 12 months.
The principal activity of the Company is the issuance of notes
under the Group's European Medium Term Note programme and the
provision of financial services to other companies within the GSK
Group (the "Group").
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied, unless otherwise stated.
(a) Basis of preparation
The financial statements have been prepared under the historical
cost convention, as modified by the revaluation of its derivatives.
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the EU and with Part 9 of a Book 2 of the Dutch Civil Code. All
IFRSs issued by the International Accounting Standards Board (IASB)
adopted by the European Commission for use in the EU and effective
at the time of preparing these financial statements have been
applied by the Company. The financial year corresponds to the
calendar year. Both the functional and presentation currency of the
Company is Pounds Sterling (GBP). All values are rounded to the
nearest thousand except when indicated otherwise.
Going concern
Having assessed the principal risks of the Company and other
matters the Directors are of the opinion that the current level of
activity remains sustainable. The Directors have taken into account
that as part of the Group, the Company has the ability to request
support from the Group where necessary and can take actions to
ensure business continuity through operational channels, as well as
the ability to manage variable costs. On the basis of those
considerations, the Directors believe that it remains appropriate
to adopt the going concern basis of accounting in preparing the
financial statements.
Disclosure exemptions adopted
In preparing these financial statements the Company has taken
advantage of all disclosure exemptions conferred by IFRS to
requirements set by the International Financial Reporting Standards
(IFRS). Therefore these financial statements do not include:
-- Paragraph 38 of IAS 1 "Presentation of financial statements"
comparative information requirements in respect of:
- paragraph 79(a) (iv) of IAS 1;
-- The following paragraphs of IAS 1 "Presentation of financial
statements":
- 10(d) (statement of cash flows);
- 16 (statement of compliance with all IFRS);
- 38A (requirements for minimum of two primary statements,
including cash flow statements); and
- 111 (cash flow statement information);
-- IAS 7 "Statement of cash flows";
-- Paragraph 30 and 31 of IAS 8 "Accounting policies, changes in
accounting estimates and errors" (requirement for the disclosure of
information when an entity has not applied a new IFRS that has been
issued but is not yet effective);
-- Paragraph 17 of IAS 24 "Related party disclosures" (key
management compensation); and
-- The requirements in IAS 24 "Related party disclosures" to
disclose related party transactions entered into between two or
more wholly owned members of a group.
The consolidated financial statements of GSK plc can be obtained
as described in Note 2(b).
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial
statements are disclosed in Note 3 and Note 4.
(b) Basis of preparation
The Company is a subsidiary of the ultimate parent company, GSK
plc, a company registered in England and Wales which is the
Company's ultimate parent undertaking and controlling party. The
largest and smallest group of undertakings for which group
financial statements are prepared and which include the results of
the Company are the consolidated financial statements of GSK plc.
Copies of the consolidated financial statements can be obtained
from the Company Secretary, GSK plc, 980 Great West Road,
Brentford, Middlesex TW8 9GS. The immediate parent undertaking is
GlaxoSmithKline Finance plc. These financial statements are
separate financial statements.
(c) Foreign currency transactions
Foreign currency transactions are booked in the functional
currency of the Company at the exchange rate ruling on the date of
the transaction. Foreign currency monetary assets and liabilities
are translated into the functional currency at rates of exchange
ruling at the balance sheet date. Exchange differences are included
in the income statement. The functional and presentation currency
of the Company is Pounds Sterling.
(d) Other operating income
Management service fees are recognised in other operating income
on an accruals basis.
(e) Finance income and expense
Finance income and expenses are recognised on an accruals basis
using the effective interest method.
Managing interest rate benchmark reform and associated risks
In 2021, the Company conducted an exercise to transfer all its
loans to or from group undertakings to the replacement risk free
interest rates (in the currencies where the interest rates have
been reformed globally). Consequently it no longer had any
exposures to IBOR in these currencies at 31 December 2021 and no
further action was taken in 2022.
(f) Financial assets
Debt instruments that meet the following conditions are measured
subsequently at amortised cost:
- The financial asset is held within a business model whose
objective is to hold financial assets in order to
collect contractual cash flows
- The contractual terms of the financial asset give rise on
specified dates to cash flows that are solely
payments of principal and interest on the principal amount
outstanding.
The measurement basis is determined by reference to both the
business model for managing the financial asset and the contractual
cash flow characteristics of the financial asset.
(g) Impairment of financial assets
Expected credit losses are recognised in the income statement on
financial assets measured at amortised cost.
For financial assets a 12-month expected credit loss ("ECL")
allowance is recorded on initial recognition. If there is evidence
of a significant increase in the credit risk of an asset, the
allowance is increased to reflect the full lifetime ECL. If there
is no realistic prospect of recovery, the asset is written off.
(h) Trade and other receivables
Trade receivables are initially recognised when they are
originated. A trade receivable without a significant financing
component is initially measured at the transaction price.
These assets are subsequently measured at amortised cost using
the effective interest method. The amortised cost is reduced by
impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognised in profit or loss. Any gain or
loss on derecognition is recognised in profit or loss.
For Trade and other receivables, the general approach is used
where the entity recognises the losses that are expected to result
from all possible default events over the expected life of the
receivable, when there has been a significant increase in credit
risk since initial recognition. However, if the credit risk on the
receivable has not increased significantly since initial
recognition, the entity measures the expected loss allowance based
on losses that are expected to result from default events that are
possible within 12 months after the reporting date. When a trade
and other receivable is determined to be uncollectable it is
written off, firstly against any expected credit loss allowance
available and then to the income statement/statement of
comprehensive income.
Subsequent recoveries of amounts previously provided for are
credited to the income statement. Long-term receivables are
discounted where the effect is material.
(i) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and current
balances with banks and similar institutions. They are readily
convertible into known amounts of cash and have an insignificant
risk of changes in value.
(j) Other payable
Other payables are initially recognised at fair value and then
held at amortised cost using the effective interest method.
Long-term payables are discounted where the effect is material.
(k) Borrowings
All borrowings, which comprise notes issued under the Group's
European Medium Term Note programme is initially recorded at the
amount of proceeds received, net of transaction costs. Borrowings
are subsequently carried at amortised cost using the effective
interest method.
(l) Taxation
Current tax is provided at the amounts expected to be paid or
refunded applying the rates that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is provided in full, on temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Deferred tax assets
are recognised to the extent that it is probable that future
taxable profits will be available against which the temporary
differences can be utilised. Deferred tax is provided on temporary
differences arising on investments in subsidiaries, associates and
joint ventures, except where the timing of the reversal of the
temporary differences can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax is provided using rates of tax that have been enacted
or substantively enacted by the balance sheet date.
(m) Derivative financial instruments and hedging
Derivative financial instruments can be used by the Company to
manage exposure to market risks. The Company does not hold or issue
derivative financial instruments for trading or speculative
purposes and does not hold any derivative financial instruments at
the balance sheet date.
Derivative financial assets and liabilities are classified as
held-for trading and are measured at fair value. Changes in the
fair value of any derivative instruments that do not qualify for
hedge accounting are recognised immediately in the income
statement.
The Company carries a balance in other comprehensive income that
arose from using forward starting interest rate swaps for
pre-hedging fluctuations in long-term interest rates when pricing
bonds issued in prior years. These derivatives were designated as
cash flow hedges.
(n) Cash flow hedges
The effective portion of changes in the fair value of
derivatives and other qualifying hedging instruments that are
designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow
hedging reserve, limited to the cumulative change in fair value of
the hedged item from inception of the hedge. The gain or loss
relating to the ineffective portion is recognised immediately in
profit or loss, and is included in the 'other gains and losses'
line item.
Amounts previously recognised in other comprehensive income and
accumulated in equity are reclassified to profit or loss in the
periods when the hedged item affects profit or loss, in the same
line as the recognised hedged item. However, when the hedged
forecast transaction results in the recognition of a non-financial
asset or a non-financial liability, the gains and losses previously
recognised in other comprehensive income and accumulated in equity
are removed from equity and included in the initial measurement of
the cost of the non-financial asset or non-financial liability.
This transfer does not affect other comprehensive income.
Furthermore, if the Group expects that some or all of the loss
accumulated in the cash flow hedging reserve will not be recovered
in the future, that amount is immediately reclassified to profit or
loss.
The Group discontinues hedge accounting only when the hedging
relationship (or a part thereof) ceases to meet the qualifying
criteria (after rebalancing, if applicable). This includes
instances when the hedging instrument expires or is sold,
terminated or exercised. The discontinuation is accounted for
prospectively. Any gain or loss recognised in other comprehensive
income and accumulated in cash flow hedge reserve at that time
remains in equity and is reclassified to profit or loss when the
forecast transaction occurs. When a forecast transaction is no
longer expected to occur, the gain or loss accumulated in the cash
flow hedge reserve is reclassified immediately to profit or
loss.
(o) Offsetting
Assets and liabilities are only offset in the financial
statements if and to the extent that:
- an enforceable legal right exists to offset the assets and
liabilities and settle them simultaneously; and
- the firm's intention is to settle the assets and liabilities
on a net basis or simultaneously.
3 Critical accounting judgements and key sources of estimation uncertainty
In preparing the financial statements, management is required to
make estimates and assumptions that affect the amounts of assets,
liabilities, revenue and expenses reported in the financial
statements. Actual amounts and results could differ from those
estimates. There are no required estimates or assumptions made in
the valuation of intercompany loans and borrowings.
The Directors do not consider that there are any critical
accounting judgements that have been made in the process of
applying the Company's accounting policies and that have had a
significant effect on the amounts recognised in the financial
statements. There have been no significant estimates or assumptions
which are likely to cause a material adjustment to the carrying
amount of assets and liabilities within the next financial
year.
4 Financial risk management
Risk management is carried out by the Group's Corporate Treasury
under policies and procedures approved annually by the Group's
Board of Directors, most recently on 12 October 2022. The role of
Corporate Treasury is to monitor and manage the Group's external
and internal funding requirements and financial risks, covering
foreign exchange, interest rate, liquidity, and credit risks in
support of the Group's strategic objectives. A Treasury Management
Group meeting, chaired by the Group's Chief Financial Officer, also
takes place on a quarterly basis to review treasury activities.
(a) Market Risk
(i) Foreign exchange risk
The Company is exposed to foreign exchange risk arising from
foreign currency transactions, primarily with respect to Euro, in
respect of bonds issued under the Group's European Medium Term Note
programme.
The net proceeds of bond issuances received are subsequently
advanced as loans to other Group undertakings in the same currency
which minimises the foreign translation exposure within the
Company. On this basis, foreign exchange risk is not considered
material and the Company has not prepared a sensitivity
analysis.
(ii) Interest rate risk
The Group's objective is to minimise the effective net interest
cost and to balance the mix of debt at fixed and floating interest
rates over time. The policy on interest rate risk management limits
the net amount of floating rate debt to a specific cap, reviewed
and agreed no less than annually by the GSK Board.]
The Company's interest rate risk arises mainly from deposits
with Group undertakings and cash held at floating rates which
expose the Company to interest rate risk. The Company has unsecured
borrowings, comprised of notes issued under the Group's European
Medium Term Note programme, all of which are at fixed rates, and
expose the Company to fair value interest rate risk.
The table below hypothetically shows the Company's sensitivity
to changes in interest rates in relation to Euro floating rate
financial assets. If interest rates applicable to floating rate
financial assets were to have increased by 1% (100 basis points),
and assuming all other variables had remained constant, it is
estimated that the Company's finance income for 2022 would have
increased by approximately GBP1,000 (2021: GBPnil).
2022 Feb 1, 2021
to
Dec 31, 2021
Increase Increase
in income in income
GBP'000 GBP'000
----------------------------------------- ----------- --------------
1.5% (150 basis points) increase in Euro 1 -
interest rates (2021: 1.5%)
------------------------------------------- ----------- --------------
The tables below illustrate the currency and interest rate
profiles arising from the Company's borrowings, loans and
receivable balances.
Currency and interest rate risk profile of borrowings
Fixed rate
---------------------------
At 31 December Weighted
2021 average Average years
interest for which Floating
rate rate is fixed Fixed rate rate Total
Currency % GBP'000 GBP'000 GBP'000
----------------- ---------- --------------- ----------- --------- --------
Euro - - - - -
Total borrowings - - - - -
----------------- ---------- --------------- ----------- --------- --------
Fixed rate
---------------------------
At 31 December Weighted
2022 average Average years
interest for which Floating
rate rate is fixed Fixed rate rate Total
Currency % GBP'000 GBP'000 GBP'000
------------------ ---------- --------------- ------------ --------- ------------
Euro 3.5 7 (1,058,148) - (1,058,148)
Total borrowings 3.5 7 (1,058,148) - (1,058,148)
------------------ ---------- --------------- ------------ --------- ------------
Currency and interest rate risk profile of loans and
receivables
At 31 December 2022 Fixed rate Floating rate Total
Currency GBP'000 GBP'000 GBP'000
----------------------------- ----------- -------------- ----------
Euro 1,034,264 - 1,034,264
Total loans and receivables 1,034,264 - 1,034,264
------------------------------ ----------- -------------- ----------
At 31 December 2021 Fixed rate Floating rate Total
Currency GBP'000 GBP'000 GBP'000
----------------------------- ----------- -------------- ----------
Euro 42 - 42
Total loans and receivables 42 - 42
------------------------------ ----------- -------------- ----------
2022 2021
Net currency exposure GBP'000 GBP'000
----------------------- --------- --------
Euro (23,884) 42
(23,884) 42
----------------------- --------- --------
(b) Credit Risk
Credit risk is the risk that a counterparty will default on its
contractual obligations resulting in financial loss to the Group
and arises from cash and cash equivalents, favourable derivative
financial instruments and deposits held with banks and financial
institutions, and outstanding loans and receivables. The Group sets
global counterparty limits for each of its banking and investment
counterparties based on long-term credit ratings from Standard and
Poor's and Moody's Investor Services ("Moody's"). Usage of these
limits is monitored daily and Corporate Treasury actively manages
its exposure to credit risk, reducing surplus cash balances
wherever possible.
The Company considers its maximum exposure to credit risk at 31
December 2022, without taking into account any collateral held or
other credit enhancements, to be GBP1,037,665,000 (2021: GBP42,000)
being the total of the Company's financial assets of which the
balances are all held within the GSK Group.
The Company considers its credit risk to be low because its
assets are loans to Group companies. Historically very few internal
loans have not been repaid. Furthermore the loan counterparty has a
letter of support from the Group finance entity. The loans are
long-term loans and consequently none is overdue.
Based on the evaluation made by management, the credit risk
related to the loan and interest receivable is remote and therefore
no ECL allowance is recorded.
(c) Liquidity risk
Liquidity is managed centrally by the Group by borrowing in
order to meet anticipated funding requirements. The Group's cash
flow forecast and funding requirements are monitored on a quarterly
basis by the Treasury Management Group and the strategy is to have
diversified liquidity sources using a range of facilities and to
maintain broad access to funding markets (see Note 13).
5 Capital management
The Group's financial strategy supports its strategic priorities
and is regularly reviewed by the Board. The capital structure of
the Group is managed through an appropriate mix of debt and equity
in order to optimise returns to shareholders whilst maintaining the
Group's credit ratings that provide the Company with flexibility to
access debt capital markets on attractive terms under the Group's
European Medium Term Note programme.
The capital structure of the Company consists of shareholders'
equity of GBP(17,670,000) (2021 GBP42,000) (see Statement of
changes in equity).
6 Operating loss
2022 2021
GBP'000 GBP'000
---------------------------------------------------- -------- --------
The following items have been credited / (charged)
in operating loss:
Exchange gains / (losses) on foreign currency
transactions (574) (2)
Management fee (29) -
------------------------------------------------------ -------- --------
GlaxoSmithKline Services Unlimited provides various services and
facilities to the Company including finance and administrative
services for which a management fee was charged.
The disclosure of fees payable to the auditor and its associates
for other (non-audit) services has not been made and has been
disclosed in the Group's 2022 Annual Report which does not form
part of this report. The audit fee for this Company is EUR
55,000.00 (2021: GBPnil).
7 Employees
All UK employees of the Group are remunerated by GlaxoSmithKline
Services Unlimited and receive no remuneration from the Company.
The Company has no employees.
8 Finance income
2022 2021
GBP'000 GBP'000
--------------------------------------- -------- --------
Interest income arising from financial 3,430 -
assets at amortised cost
----------------------------------------- -------- --------
9 Finance expense
2022 2021
GBP'000 GBP'000
-------------------------------------------------- -------- --------
Interest expense arising on financial liabilities (3,134) -
at amortised cost
Reclassification of cash flow hedge from (265) -
other comprehensive income
Total finance expense (3,399) -
-------------------------------------------------- -------- --------
10 Taxation
2022 2021
Income tax credit on loss GBP'000 GBP'000
------------------------------ -------- --------
Current tax:
UK corporation tax at 19.00% 109 -
(2021: 19.00%)
Total tax credit for the year 109 -
------------------------------ -------- --------
Factors that may affect future tax charges:
An increase in the UK corporation rate from 19% to 25%
(effective 1 April 2023) was substantively enacted on 24 May 2021.
This will increase the Company's future current tax charge
accordingly.
2022 2021
Tax (charge)/credit included in other comprehensive GBP'000 GBP'000
income
-------------------------------------------------------- -------- ----------
Deferred tax:
fair value movements on cash flow hedges 5,750 -
Total tax credit included in other 5,750 -
comprehensive income
--------------------------------------------- --------- -------- ----------
Other net
temporary
differences Total
Movement in deferred tax assets GBP'000 GBP'000
and liabilities
At 31 December 2021, as adjusted - -
Credit to other comprehensive income (5,750) (5,750)
At 31 December 2022 (5,750) (5,750)
---------------------------------------- ------------- --------
After offsetting deferred tax assets and liabilities where
appropriate, the net deferred tax asset comprises:
2022 2021
GBP'000 GBP'000
---------------------------------- -------- --------
Deferred tax assets classified as 5,750 -
non-current assets
---------------------------------- -------- --------
Creditors 2022 2021
GBP'000 GBP'000
---------------- -------- --------
Corporation tax (109) -
---------------- -------- --------
11 Trade and other receivables
2022 2021
GBP'000 GBP'000
---------- --------
Amounts due within one year
Amounts owed by Group undertakings 45 -
Amounts due after more than
one year
Amounts owed by Group undertakings 1,034,219 -
1,034,264 -
----------------------------------- ---------- --------
Amounts falling due within one year are balances with Group
undertakings, which are unsecured and repayable on demand and
commercial paper borrowings with Group undertakings with interest
charged based on risk free rate minus 0.05% (risk free rate minus
0.025% for commercial paper) that is consistent with the Group's
policy.
Amounts due after more than one year include the net proceeds of
bond issuances that have been advanced as loans to Group
undertakings totalling GBP1,034,219,000 (2021: GBPnil), which are
unsecured with interest charged at between 3.47% and 3.626% per
annum and repayable at maturity dates between 2027 and 2032 (see
Note 4).
12 Prepayments and accrued income
2022 2021
GBP'000 GBP'000
---------------------------- -------- --------
Amounts due within one year 3,401 -
---------------------------- -------- --------
Accrued income relates to interest on amounts owed by Group
undertakings (see Note 11).
13 Borrowings
2022 2021
GBP'000 GBP'000
--------------------------------- ------------ --------
Amounts falling due after more
than one year
Loans payable:
EUR European Medium Term Notes (1,058,148) -
(1,058,148) -
--------------------------------- ------------ --------
Total borrowings (1,058,148) -
--------------------------------- ------------ --------
2022 2021
Maturity of borrowings GBP'000 GBP'000
------------------------------------- ------------ --------
In more than two years, but not more
than five years
3.000% EUR European Medium Term Note (442,121) -
2027
(442,121) -
------------------------------------- ------------ --------
In more than five years
3.125% EUR European Medium Term Note (616,027) -
2032
(616,027) -
Total borrowings (1,058,148) -
------------------------------------- ------------ --------
14 Accruals and deferred income
2022 2021
GBP'000 GBP'000
--------------------------- -------- --------
Amounts falling due within (3,046) -
one year
--------------------------- -------- --------
Accruals relates to interest payable on borrowings (see Note
13).
15 Share capital
2022 2021 2022 2021
Number of Number of
shares shares GBP'000 GBP'000
---------- ---------- -------- --------
Issued and fully paid
Ordinary shares of EUR1 each
(2021: EUR1 each) 50,000 50,000 44 44
------------------------------ ---------- ---------- -------- --------
16 Other reserves
Other Retained Total
reserves earnings reserves
GBP'000 GBP'000 GBP'000
---------- ---------- ----------
At 1 January 2022 (2) - (2)
Transferred from income and expense
in the year - (463) (463)
Fair value movements on cash flow
hedges (23,264) - (23,264)
Reclassification of cash flow hedges
to the income statement 265 - 265
Deferred tax effect of cash flow
hedges 5,750 - 5,750
At 31 December 2022 (17,251) (463) (17,714)
--------------------------------------- ---------- ---------- ----------
The cash flow hedge reserve relates to the cumulative fair value
changes of derivatives that arose from pre-hedging fluctuations in
long-term interest rates when pricing bonds were issued in prior
and current years. The balance is reclassified to finance costs
over the life of the subsequently issued bonds.
Amount reclassified to profit or
loss
--------------------------------------------------
Hedged future Line item
Hedging cash flows As hedged in which
gains / (losses) no longer item affects reclassification
recognised expected to profit or adjustment
in reserves occur loss is included
2022 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ------------------ -------------- -------------- ------------------
Pre-hedging of long-term Finance income
interest rates (17,251) - 265 / (expense)
------------------------- ------------------ -------------- -------------- ------------------
2021
------------------------- ------------------ -------------- -------------- ------------------
Pre-hedging of long-term - - - Finance income
interest rates / (expense)
------------------------- ------------------ -------------- -------------- ------------------
17 Contingent liabilities/assets
Guarantees:
The Company did not issue guarantees to third parties.
Off balance sheet rights and obligations:
As of December 31, 2022 there are no off balance sheet rights
nor obligations.
18 Directors' remuneration
During the year, the Directors of the Company, with the
exception of the Corporate Directors, were remunerated as
executives of the Group and received no remuneration in respect of
their services to the Company (2021: GBPnil). Corporate Directors
received no remuneration during the year, either as executives of
the Group or in respect of their services to the Company (2021:
GBPnil).
19 Related party transactions
All legal entities that can be controlled, jointly controlled or
significantly influenced are considered to be related parties.
Also, entities which can control the Company are considered related
parties. In addition, statutory directors, other key management of
the Company and close relatives are regarded as related
parties.
The Company received interest income from Setfirst Ltd.
amounting to GBP 3,430,000.00. The amounts which are still
receivable at year-end are recognised under accrued interest
receivables.
All transactions with related parties are at arm's length except
for the directors' remuneration which is incurred by the Group in
full and not (partially) charged to the Company as stated in note
18 above.
By order of the Board
Mr A Walker Mrs C MacLeod
On behalf of Glaxo Group Limited On behalf of Edinburgh Pharmaceutical
Industries Limited
Director Director
27 July 2023 27 July 2023
GSK Capital B.V.
Propo sed appropriation of result according to article 21 of the
articles of association
In accordance with the Company's Deed of Incorporation, the loss
for the year ended December 31, 2022 is at the free disposal of the
General Shareholder's Meeting. It is proposed to add the loss to
other reserves. The proposed appropriation of loss is already
reflected in these financial statements.
Independent auditor's report to the members of GSK Capital
B.V.
Report on the audit of the financial statements 2022 included in
the annual report
Our opinion
We have audited the accompanying financial statements 2022 of
GSK Capital B.V. ("the Company"), based in Amsterdam.
In our opinion the accompanying financial statements give a true
and fair view of the financial position of GSK Capital B.V. as at
31 December 2022, and of its result for 2022 in accordance with
International Financial Reporting Standards as adopted by the EU
(IFRS-EU) and with Part 9 of Book 2 of the Dutch Civil Code.
The financial statements comprise:
1. The income statement and the statement of comprehensive
income for the year ended 31 December 2022.
2. The balance sheet as at 31 December 2022.
3. The statement of changes in equity for the year ended 31
December 2022.
4. The notes comprising of the accounting policies and other
explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including
the Dutch Standards on Auditing. Our responsibilities under those
standards are further described in the 'Our responsibilities for
the audit of the financial statements' section of our report.
We are independent of GSK Capital B.V. in accordance with the
Wet toezicht accountantsorganisaties (Wta, Audit firms supervision
act), the Verordening inzake de onafhankelijkheid van accountants
bij assurance-opdrachten (ViO, Code of Ethics for Professional
Accountants, a regulation with respect to independence) and other
relevant independence regulations in the Netherlands. Furthermore,
we have complied with the Verordening gedrags- en beroepsregels
accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of
the financial statements as a whole and in forming our opinion
thereon. The following information in support of our opinion was
addressed in this context, and we do not provide a separate opinion
or conclusion on these matters.
Materiality
Based on our professional judgement we determined the
materiality for the financial statements as a whole at GBP
10,000,000. The materiality is based on 1% of total assets. We have
also taken into account misstatements and/or possible misstatements
that in our opinion are material for the users of the financial
statements for qualitative reasons.
Audit approach fraud risks
We identified and assessed the risks of material misstatements
of the financial statements due to fraud. During our audit we
obtained an understanding of the entity and its environment and the
components of the system of internal control, including the risk
assessment process and the board's process for responding to the
risks of fraud and monitoring the system of internal control and
how the board exercises oversight, as well as the outcomes. We
refer to section "Financial risk management" of the directors'
report for directors' fraud risk assessment.
We evaluated the design and relevant aspects of the system of
internal control and in particular the fraud risk assessment, as
well as among others the code of conduct also referred to as "The
Code - Ahead Together", Global whistleblowing hotline and Speak Up
- Web form. We evaluated the design and the implementation of
internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated
fraud risk factors with respect to financial reporting fraud,
misappropriation of assets and bribery and corruption. We evaluated
whether these factors indicate that a risk of material misstatement
due fraud is present.
Following these procedures, and the presumed risks under the
prevailing auditing standards, we considered the fraud risks in
relation to management override of controls to be relevant for our
audit. We rebutted the presumed fraud risk on revenue recognition,
as the accounting of the revenue is based on the interest on the
loan receivable and is not subject to directors' judgements and is
based on signed agreements.
Further, we performed procedures including the following:
-- We incorporated elements of unpredictability in our audit.
We also considered the outcome of our other audit procedures
and evaluated whether any findings were indicative of fraud
or non-compliance.
-- We considered available information and made enquiries of
relevant management and the director.
-- We tested the appropriateness of journal entries recorded
in the general ledger and other adjustments made in the preparation
of the financial statements.
-- We evaluated whether the selection and application of accounting
policies by the entity, particularly those related to subjective
measurements and complex transactions, may be indicative
of fraudulent financial reporting.
-- We evaluated whether the judgments and decisions made by
the directors in making the accounting estimates included
in the financial statements indicate a possible bias that
may represent a risk of material misstatement due to fraud.
The directors insights, estimates and assumptions that might
have a major impact on the financial statements are disclosed
in note "Critical accounting judgements and key sources of
estimation uncertainty" of the financial statements. We performed
a retrospective review of the directors judgments and assumptions
related to significant accounting estimates reflected in
prior year financial statements. Our procedures performed
did not lead to indications for fraud potentially resulting
in material misstatements.
Audit approach compliance with laws and regulations
We assessed the laws and regulations relevant to the entity
through discussion with management and the director, reading
minutes.
As a result of our risk assessment procedures, and while
realizing that the effects from non-compliance could considerably
vary, we considered the following laws and regulations: (corporate)
tax law, the requirements under the International Financial
Reporting Standards as adopted by the EU (IFRS-EU) and Part 9 of
Book 2 of the Dutch Civil Code with a direct effect on the
financial statements as an integrated part of our audit procedures,
to the extent material for the financial statements.
We obtained sufficient appropriate audit evidence regarding
provisions of those laws and regulations generally recognized to
have a direct effect on the financial statements.
Apart from these, the entity is subject to other laws and
regulations where the consequences of non-compliance could have a
material effect on amounts and/or disclosures in the financial
statements, for instance, through imposing fines or litigation.
Given the nature of the entity's business and the complexity of
these other laws and regulations, there is a risk of non-compliance
with the requirements of such laws and regulations. In addition, we
considered major laws and regulations applicable to listed
companies.
Our procedures are more limited with respect to these laws and
regulations that do not have a direct effect on the determination
of the amounts and disclosures in the financial statements.
Compliance with these laws and regulations may be fundamental to
the operating aspects of the business, to the entity's ability to
continue its business, or to avoid material penalties (e.g.,
compliance with the terms of operating licenses and permits or
compliance with environmental regulations) and therefore
non-compliance with such laws and regulations may have a material
effect on the financial statements. Our responsibility is limited
to undertaking specified audit procedures to help identify
non-compliance with those laws and regulations that may have a
material effect on the financial statements. Our procedures are
limited to (i) inquiry of the director, management and others
within the entity as to whether the entity is in compliance with
such laws and regulations and (ii) inspecting correspondence, if
any, with the relevant licensing or regulatory authorities to help
identify non-compliance with those laws and regulations that may
have a material effect on the financial statements.
Naturally, we remained alert to indications of (suspected)
non-compliance throughout the audit.
Finally, we obtained written representations that all known
instances of (suspected) fraud or non-compliance with laws and
regulations have been disclosed to us.
Audit approach going concern
Our responsibilities, as well as the responsibilities of the
Company's directors, relating to going concern under the prevailing
standards are outlined in the "Description of responsibilities
regarding the financial statements" section below. The Board's
assessment of the going concern assumption is disclosed in the
financial statements.
In fulfilling our responsibilities, we performed procedures
including evaluating the Board's assessment of the Company's
ability to continue as going concern in consideration of the impact
of financial, operational and other conditions. These procedures
included amongst others:
-- Consider whether the Board's assessment of going concern
contains all relevant information of which we are aware as
a result of our audit. In addition, we inquired with management
and the Board about the key assumptions underlying the assessment
of going concern.
-- Evaluate whether the directors assumptions are reasonable
and whether plans for future action by the Board is feasible
under the given circumstances.
-- Assess whether the Board has identified events and/or circumstances
that may cast reasonable doubt on the entity's ability to
continue as a going concern.
-- Inquire with the Board regarding their knowledge of events
and/or circumstances beyond the period of the directors assessment.
Based on the procedures performed, we have no findings relating
the Company's ability to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements. We have communicated the key audit matters to
management. The key audit matters are not a comprehensive
reflection of all matters discussed.
Valuation - Amounts owed by Group undertakings and related interest
income
Key audit matter We consider the valuation of the amounts owed
description by a group undertaking for an amount of GBP
1,034,219,000 to be a key audit matter. The
amounts owed by a group undertaking and the
related interest income of GBP 3,430,000 comprise
a significant part of the financial statements.
The loans are valued according to the effective
interest rate method. Inaccurate calculation
of the amortized cost value of the loan could
have a material impact on the valuation of
the loan and the accuracy or completeness of
the related interest income. Furthermore, there
is a risk of potential impairment of these
loans to group companies. The amounts owed
by a group undertaking consists of a loan to
Setfirst Limited. The risk of potential impairments
is identified because of its significance and
the fact that it only relates to one counterparty
(Setfirst Limited).
-----------------------------------------------------
How our audit responded We performed the following procedures to audit
to the key audit the valuation of the loans to Setfirst Limited:
matter -- Inspected the loan agreements entered into
between the Company
and Setfirst Limited.
-- Inspected the audited financial statements
as per 31 December 2022
of Setfirst Limited.
-- Inspected the financial support letter
from GlaxoSmithKline Finance plc
to Setfirst Limited.
-- We recalculated the amortized cost value
and the related interest
income based on the effective interest method.
-- We verified the input data in the calculation
such as the principal
amount, reduced finance costs, interest rates,
the payment dates and
the maturity dates with the contracts.
-- We verified that the interest rate is at
arm's length based on the
advanced pricing agreements and credit spread
compared to the bonds
issued during 2022.
-- We obtained confirmations of the outstanding
loans from Setfirst
Limited.
-----------------------------------------------------
Observation Applying the aforementioned materiality, we
have audited the valuation of loans to group
companies and the related interest income as
recorded in the financial statements.
Based on our procedures performed, we did
not identify any reportable matters.
-----------------------------------------------------
Unaudited corresponding figures
We have not audited the financial statements 2021. Consequently,
we have not audited the corresponding figures included in the
income statement, statement of comprehensive income and the related
notes.
Report on the other information included in the annual
report
The annual report contains other information, in addition to the
financial statements and our auditor's report thereon.
The other information consists of:
-- Directors' report;
-- Other Information as required by Part 9 of Book 2 of the
Dutch Civil Code.
Based on the following procedures performed, we conclude that
the other information:
-- Is consistent with the financial statements and does not
contain material misstatements.
-- Contains all the information regarding the director's report
and the other information as required by Part 9 of Book 2
of the Dutch Civil Code.
We have read the other information. Based on our knowledge and
understanding obtained through our audit of the financial
statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements
of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard
720. The scope of the procedures performed is substantially less
than the scope of those performed in our audit of the financial
statements.
The Board is responsible for the preparation of the other
information, including the Directors' Report in accordance with
Part 9 of Book 2 of the Dutch Civil Code, and the other information
as required by Part 9 of Book 2 of the Dutch Civil Code.
Description of responsibilities regarding the financial
statements
Responsibilities of the directors for the financial
statements
The Directors' is responsible for the preparation and fair
presentation of the financial statements in accordance with IFRS-EU
and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the
Board is responsible for such internal control as the Board
determines is necessary to enable the preparation of the financial
statements that are free from material misstatement, whether due to
fraud or error.
As part of the preparation of the financial statements, the
Board is responsible for assessing the company's ability to
continue as a going concern. Based on the financial reporting
frameworks mentioned, the Board should prepare the financial
statements using the going concern basis of accounting unless the
Board either intends to liquidate the company or to cease
operations, or has no realistic alternative but to do so.
The Board should disclose events and circumstances that may cast
significant doubt on the company's ability to continue as a going
concern in the financial statements.
Our responsibilities for the audit of the financial
statements
Our objective is to plan and perform the audit assignment in a
manner that allows us to obtain sufficient and appropriate audit
evidence for our opinion.
Our audit has been performed with a high, but not absolute,
level of assurance, which means we may not detect all material
errors and fraud during our audit.
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. The materiality
affects the nature, timing and extent of our audit procedures and
the evaluation of the effect of identified misstatements on our
opinion.
We have exercised professional judgement and have maintained
professional skepticism throughout the audit, in accordance with
Dutch Standards on Auditing, ethical requirements and independence
requirements. Our audit included among others:
-- Identifying and assessing the risks of material misstatement
of the financial statements, whether due to fraud or error,
designing and performing audit procedures responsive to those
risks, and obtaining 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.
-- Obtaining 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 company's internal
control.
-- Evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by the Board.
-- Concluding on the appropriateness of the Board's 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 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 company to cease to continue as a going concern.
-- Evaluating the overall presentation, structure and content
of the financial statements, including the disclosures.
-- Evaluating whether the financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.
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 findings in
internal control that we identified during our audit.
From the matters communicated with the board, we determine the
key audit matters: those matters that were of most significance in
the audit of the financial statements. 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, not communicating the matter is in the public
interest.
Utrecht, July 27, 2023
Deloitte Accountants B.V. Initials for identification
purposes:
T.H. Kok
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August 08, 2023 04:28 ET (08:28 GMT)
Gsk.cap.b.v.32 (LSE:RF49)
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Gsk.cap.b.v.32 (LSE:RF49)
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