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December 2011

International Financial Reporting Standards

IFRS 10 Consolidated
Financial Statements and
related disclosures in
IFRS 12 Disclosures
The views expressed in this presentation are those of the presenter,
not necessarily those of the IFRS Foundation or the IASB
2011 IFRS Foundation. 30 Cannon Street | London EC4M 6XH | UK. www.ifrs.org

Why we undertook the project

Issues IAS 27 / SIC12

Solution IFRS 10, 12

Inconsistencies in practice
Tension between IAS 27 (control)
and SIC 12 (risk and rewards)
Inconsistent application

A single control model for all

Clear principles of control
Additional application guidance

Disclosures and financial crisis

Sufficient guidance for structured
Reputational risk as a basis for
Inadequate disclosures?

SIC 12 performed well. Use of

existing principles to create a
sound foundation for SPEs
Enhanced disclosures
particularly for unconsolidated
structured entities

The control model overview

Definition of control:
An investor controls an investee when the investor is exposed, or
has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its
power over the investee.
Single consolidation model for all entities, including structured
Consolidation based on control power so as to benefit model
Controller must have some exposure to risks and rewards.
Exposure is an indicator of control but is not control of itself
Power arises from rightsvoting rights (either majority or less than a
majority), potential voting rights, other contractual arrangements, or
a combination thereof.

The control model overview

Assessing control of an investee:
Consider the purpose and design
Identify the activities of the investee that significantly affect the
returns of the investee (ie the relevant activities)
Identify how decisions about relevant activities are made
Determine whether the rights of the investor give it the ability to
direct the relevant activities
Determine whether the investor is exposed, or has rights, to the
variability associated with the returns of the investee
Determine whether the investor has the ability to use its power
over the investee to affect its own returns

Main decisions
1. De facto control
Entity can control with less than 50% of voting rights.
Factors to consider include:

Size of the holding relative to the size and dispersion of other vote
Potential voting rights
Other contractual rights

If the above not conclusive consider additional facts and

circumstances that provide evidence of power (eg voting patterns at
previous board meeting, etc)
2. Structured entities
General principles apply for assessing control for all types of

Main decisions
3. Potential Voting Rights
Substantive potential voting rights (PVR) can give the holder power
Consider the terms and conditions, including:


Whether there are any barriers that prevent the holder from exercising
Whether exercise of the rights would be beneficial to the holder
Whether the rights are exercisable when decisions need to be made

Agency relationships

Consider all of the following factors:

scope of the decision-making authority

rights held by other parties (ie kick-out rights)
remuneration of the decision-maker
other interests that the decision maker holds in the investee

Main decisions
5. Disclosures

Enables investors to assess the nature of, and changes in, the
risks associated with its interests in (un)consolidated structured

6. Effective Date

Aligned effective date for IFRS 10, IFRS 11 and IFRS 12

Annual periods beginning on or after 1 January 2013

Earlier application permitted if applied as a package

Enhanced convergence with US

1. Convergence IFRS 10:
GAAP in key areas

Structured entities (or variable interest entities) now have the same basis for
Control assessment for voting interest entities differ
Power with less than a majority of voting rights
Consideration of options and convertible instruments

2. Convergence IFRS 12:

Disclosures relating to unconsolidated structured entities (or variable interest
entities) are very similar
Generally IFRS 12 goes further because
Information about a reporting entitys risk exposure from involvement with
structured entities that it sponsored but with which it is no longer involved
More information about consolidated entities (and material joint ventures and
* Based on FASB issuing principal agent guidance

Outlook Joint FASB/IASB

Investment Entity ED
1. Investment company level
measure investments in controlled entities at fair value through profit or
measure investments in joint arrangements and associates at fair value
through profit or loss
2. Non investment company parent level

Difference to

consolidate all controlled entities, even if controlled through an

investment entity subsidiary
continue the use of fair value for investments in joint arrangements and
associates held by an investment entity subsidiary
3. Comment period
Ends at 5 January 2012, Target Date for IFRS = Q2 2012

Questions or comments?
Expressions of individual
views by members of the
IASB and
its staff are encouraged.
The views expressed in this
presentation are those of the
presenter. Official positions
of the IASB on accounting
matters are determined only
after extensive due process
and deliberation.

2008 IASC Foundation. 30 Cannon Street | London EC4M 6XH | UK. www.iasb.org