54 Dialog Semiconductor Plc | Annual report and accounts 2012 |  Section 3 | Management and governance Section 4 | Consolidated financial statements and notes Independent Auditors’ report to the members of Dialog Semiconductor Plc We have audited the financial statements of Dialog Semiconductor Plc for the year ended 31 December 2012, which comprise the Consolidated and  Company statements of financial position, the Consolidated income statement and Consolidated statement of comprehensive income, the Consolidated  and Company statements of cash flow, the Consolidated and Company statements of changes in equity and the related notes 1 to 33. 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 and, as regards the parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work  has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no  other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s  members as a body, for our audit work, for this report, or for the opinions we have formed. As explained more fully in the Directors’ responsibility statement set out on page 53, the Directors are responsible for the preparation of the financial  statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements  in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing  Practices Board’s Ethical Standards for Auditors. Respective responsibilities of Directors and auditors Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the  financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of whether the accounting  policies are appropriate to the Group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the  reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial  statements. If we become aware of any apparent material misstatements or inconsistencies, we consider the implications for our report. Opinion on financial statements In our opinion: ■ The financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2012 and of the Group’s profit for the year then ended; ■ The Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;  ■ The parent company financial statements have been properly prepared in accordance with IFRSs 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. 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;  ■ 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 information given in the Corporate Governance statement set out on pages 40 to 45 with respect to internal control and risk management  systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: Under the Companies Act 2006 we are required to report to you if, in our opinion: ■ Adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches  not visited by us; or ■ Certain disclosures of Directors’ remuneration specified by law are not made; or ■ The parent company financial statements and the part of the Directors’ remuneration report to be audited 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; or ■ A Corporate Governance statement has not been prepared by the Company. Julian Gray (Senior Statutory Auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Reading 20 February 2013