A Practical Guide To IFRS 10 And IFRS 12 - PwC
A practical guideto IFRSs 10 and 12Questions and answersOctober 2012
ContentsIntroduction. 2Section A – Power . 3Part I: Relevant activitiesQuestion A1 – Assessing power when different investors control activities in differentperiods . 3Question A2 – Re-assessment of power . 3Question A3 – Can decisions made when an entity is formed be considered asrelevant activities? . 3Part II: Potential voting rightsQuestion A4 – Can an option provide power when the option holder does not have theoperational ability to exercise? . 4Question A5 – Can an option provide power when the option holder does not havethe financial ability to exercise the option? . 4Question A6 – Can an option provide power if it is out of the money? . 5Part III: Structured entitiesQuestion A7 – Contingent power. 6Question A8 –Can reputational risk give control? . 6Section B – Exposure to variability . 7Question B1 –What types of instruments absorb variability from an investee, andwhich instruments create variability in an investee? . 7Question B2 –Does a contract with an entity create or absorb variability? . 7Question B3 – What assets should an investor look to in assessing control? . 8Section C – Principal-agent analysis . 9Question C1 – Determination of the principal.Question C2 – Is an annual re-appointment requirement considered to be asubstantive right? .Question C3 – Is a removal right with a one-year notice period requirement asubstantive removal right? .Question C4 – Is an intermediate holding company an agent of its parent? .Question C5 – Employees as de facto agents.Question C6 – If a decision-maker is remunerated at market rate, does this meanthat the decision-maker is an agent? .9Section D – Silos131010111112Question D1 – Is an unprotected insurance company cell a silo? . 13Question D2 – Are sub-funds of an umbrella fund silos? . 14Question D3 – Is an individual pool in a multi-seller conduit a silo? . 14Section E – Disclosure . 15Question E1 – Do holdings in a structured entity purchased for trading purposes meetthe definition of ‘interest’ under IFRS 12? . 15PwC: Practical guide to IFRSs 10 and 12 – Questions and answers1
Section F – Transition provisions .16Question F1 – What is the ‘date of initial application’? . 16Question F2 – Application of previous standards . 16Question F3 – Limitation of restatement of comparatives . 16Section G – Comprehensive case studies . 17Case study 1 – Assessing de facto control for an operating entity .Case study 2 – Assessing control with put and call options .Case study 3 – Assessing control for a debt restructuring structured entity withlimited activities .Case study 4 – Assessing control of an issuer of commercial mortgage-backedsecurities managed by a third-party servicer acting on behalf ofinvestors .Case study 5 – Assessing control of an issuer of credit-linked notes with limitedactivities and derivatives that enhance risk .1718202529IntroductionIFRS 10 and IFRS 12 were issued inMay 2011. Any new standard presentschallenges and questions when preparersof financial statements startimplementation. IFRS 10 retains the keyprinciple of IAS 27 and SIC 12: all entitiesthat are controlled by a parent areconsolidated. However, some of thedetailed guidance is new and may resultin changes in the scope of consolidationfor some parent companies. Earlyexperience suggests that the newrequirements will have the greatestimpact on consolidation decisions forstructured entities (or ‘special purposeentities’) and for pooled funds managedby a third party. This publication sets outour views on some of the most commonissues that arise during theimplementation of the new standards.We trust you will find it helpful. Forfurther guidance on IFRS 10, please seeour ‘Practical guide to IFRS:Consolidated financial statements –redefining control’ and the supplementfor the asset management industry (bothon pwc.com/ifrs and pwcinform.com).PwC: Practical guide to IFRSs 10 and 12 – Questions and answers2
Section A – PowerPart I: Relevant activitiesQuestion A1 – Assessing power whendifferent investors control activities indifferent periodsAn investor has power over an investeewhen the investor has existing rights thatgive it the current ability to direct therelevant activities of the investee(IFRS 10.10). Can an investor have powercurrently if its decision-making rightsrelate to an activity that will only occur ata future date?X and Y set up a new company toconstruct and operate a toll road. X isresponsible for the construction of thetoll road, which is expected to take twoyears. Thereafter, Y has authority on allmatters related to toll road operation. Isit possible for Y to have power over thecompany during the construction phasealthough X is responsible forconstruction and has authority to makedecisions that need to be made currently?SolutionY may have power currently even thoughit cannot yet exercise its decision-makingrights. The investor that has the ability todirect the activities that mostsignificantly affect the returns of theinvestee has power over the investee(IFRS10.B13). The criteria in IFRS 10.B13example 1 should be applied, whichinclude consideration of:(a) the purpose and design of theinvestee;(b) the factors that determine profitmargin, revenue and value of theinvestee. For example, theconstruction of the road may beunder the supervision of the nationalroads authority. X is contracted tobuild the road under governmentsupervision and, subject to audit,will recover its costs plus a specifiedpercentage of margin. That marginwill be returned through adjustmentof the amount of tolls that will flowto X, so that X has first call on thecash flows generated by tolls. Y willmanage the toll road operations,including maintenance, and willhave be able to claim a managementfee equivalent to any residual cash inthe entity after all operatingexpenses have been paid, includingpayments to X. Y has the ability toset tolls. Alternatively, thearrangement could set out that thegovernment regulates the tolls thatcan be charged with little variationin expected revenue but gives theinvestee more discretion over howthe toll road is constructed, with Xand Y sharing equally in the net cashflows of the investee;(c) the effect on the investee’s returnsresulting from each investor’sdecision-making authority withrespect to the factors in b); and(d) investors’ exposure to variability ofreturns.Question A2 – Re-assessment of powerWhen should an investor reassess control?Assume the same fact pattern as inquestion A1, except that: two years have passed and the tollroad has been fully constructed; and Y has entered bankruptcy, and X hasassumed management of the toll roadoperations and is in discussions withthe national roads authority tocontinue managing those operations.Should X reassess whether it has controlof the investee in this situation?SolutionYes, X should make this reassessmentbecause there has been a change thataffects the power criterion(IFRS 10.B80).Question A3 – Can decisions madewhen an entity is formed be consideredas relevant activities?A structured entity (SE) was set up by asponsoring bank to invest in bonds. Themost important activity that affects thePwC: Practical guide to IFRSs 10 and 12 – Questions and answers3
returns of the SE is the bond selectionprocess. The bonds were selected upon setup of SE by the sponsoring bank, and theincorporation documents state that nofurther bonds may be purchased. Nofurther bond selection decisions aretherefore required after the SE isset up.Does the sponsoring bank have power overthe SE solely by virtue of its power to selectthe bonds in which the SE invests?SolutionAsset selection, on its own, is unlikely togive the sponsoring bank power in thisscenario. The bonds cannot be replaced, sothe power to select bonds (the relevantactivity) ceased when the SE wasestablished. However, the sponsoringbank’s active involvement in the design ofthe SE indicates that the bank had theopportunity to give itself power. All of thecontractual arrangements related to the SEand other relevant facts and circumstancesshould be carefully assessed to determine ifthe bank has power over the SE(IFRS 10.B51). Power might arise fromrights that are contingent on future events(see Question A7).Part II: Potential votingrightsQuestion A4 – Can an option providepower when the option holder does nothave the operational ability to exercise?Investors X and Y own 30% and 70%respectively of a manufacturing company(‘Investee’). Investee is controlled byvoting rights, manufactures a specificproduct for which the patent is owned byY, and is currently managed by Y. X hasan out-of-the-money call option over theshares held by Y. The patent used byInvestee will revert to Y if the call optionis exercised, unless there is a change incontrol of Y, Y breaches the terms of thecontract between the parties or Y entersbankruptcy. Investee cannot manufacturethe product without Y’s patent, which isnot replaceable. Neither party expects thecall option to be exercised. The purposeof the call option is to allow X to takecontrol of Investee in exceptionalsituations. Does the option provide Xwith power over Investee?SolutionThe option held by X is unlikely to beregarded as substantive. There aresubstantial operational barriers to theexercise of the call option by X. Further,X will not obtain benefits from theexercise of the call option absent theoccurrence of one or more of the eventsdescribed above. The design of the calloption suggests that the call option is notintended to be exercised (IFRS 10.B48).The option is therefore unlikely to conferpower upon X.Question A5 – Can an option providepower when the option holder does nothave the financial ability to exercise theoption?Investors X and Y own 30% and 70%respectively of a company (‘Investee’)that is controlled by voting rights. X has acurrently-exercisable, in-the-money calloption over the shares held by Y.However, X is in financial distress anddoes not have the financial ability toexercise the option. Investee is profitable.Does the option provide X with powerover Investee?SolutionA currently exercisable in-the-moneyoption is likely to convey power. X maynot be able to exercise the option itselfwithout seeking finance from a thirdparty or might exercise the option andimmediately re-sell its interest in Y. If Xcould sell the option itself or otherwiseobtain economic benefits from theexercise, the option will provide power ofthe Investee. An option that was out-ofthe-money might mean there aresignificant barriers that would preventthe holder from exercising it [IFRS10.B23(c)]. An option is thereforegenerally not substantive if it is notpossible for the option holder to benefitfrom exercising it.The purpose and design of such anoption also needs to be considered(IFRS 10.B48).PwC: Practical guide to IFRSs 10 and 12 – Questions and answers4
Question A6 – Can an option providepower if it is out of the money?Investors X and Y hold 30% and 70%respectively of a company (‘Investee’)that is controlled by voting rights. X has acurrently-exercisable, out-of-the-moneycall option over the shares held by Y. Canthe option provide X with power over theInvestee?SolutionYes, such an option can provide X withpower if it is determined to besubstantive. This will require judgementbased on all of the facts andcircumstances. The relevantconsiderations are set out below.X must benefit from the exercise of theoption in order for it to be substantive(IFRS 10.B23(c)). The option is out of themoney, which might indicate that thepotential voting rights are notsubstantive (IFRS 10 para B23(a)(ii)).However, X may benefit from exercisingthe option even though it is out of themoney. X might achieve other benefits such as synergies from exercising the calloption – and might, overall, benefit fromexercising the option. The option is likelyto be substantive in those circumstances(IFRS 10.B23c).Part III: Structured entitiesA structured entity is one that has beendesigned so that voting or similar rightsare not the dominant factor in decidingwho controls it (IFRS 12 Appendix A).For such entities, the criteria inIFRS 10.B51 to B54 should be applied inorder to determine which investor, if any,has power.Many structured entities may run on‘auto-pilot’ such that no ongoingdecisions need to be made after thestructured entity has been set up. Theassessment of power may be challengingfor such entities, as there appear to be nosignificant decisions over which power isrequired.IFRS 10.10 requires an investor to havethe current ability to direct the relevantactivities of the investee in order to havecontrol. If there are truly no decisions tobe made after an entity has been set up,none of the investors have such a ‘currentability to direct’ and so no one wouldconsolidate the investee. However, thisassessment must be made carefully afterconsidering all relevant factors includingthose set out below. In our view, suchentities are expected to be rare.The purpose and design of the structuredentity should be considered whenassessing control. Involvement in thepurpose and design of a structured entitydoes not of itself convey power; it mayindicate who is likely to have power(IFRS 10.B17 andB51).If decisions that significantly affectreturns are required only if some triggerevent happens (for example, default ofreceivables or downgrade of collateralheld by the structured entity), theseshould be looked to in determining whohas power, no matter how remote thetriggering event is. These decisionsshould be considered in light of thepurpose and design of the entity and therisks that it was intended to pass on. Forexample, decisions regarding themanagement of defaulting bonds aremore likely to be relevant activities whenthe structured entity was set up to exposeinvestors to the bonds’ credit risk, nomatter how remote default might be atinception of the vehicle.The possibility that non-contractualpower may exist should also beconsidered. It will be important to assesshow any decisions over any relevantactivities are actually made in practice(IFRS 10.B18).If the investee has some form of ‘specialrelationship’ with the investor, theexistence of such a relationship couldalso suggest that the investor may havepower (IFRS 10.B19).Contractual arrangements such as callrights, put rights and liquidation rightsestablished at the investee’s inceptionshould also be assessed. When thesecontractual arrangements involveactivities that are closely related to theinvestee, these activities should beconsidered as relevant activities of thePwC: Practical guide to IFRSs 10 and 12 – Questions and answers5
investee when determining power overthe investee (IFRS 10.B52). If an investorhas an explicit or implicit commitment toensure that an investee continues tooperate as designed, this may alsoindicate it has power over relevantactivities. Such a commitment mayincrease the investor’s exposure tovariability of returns and thus give it anincentive to obtain rights sufficient togive it power (IFRS 10.B54).Finally, if an investor hasdisproportionately large exposure tovariability of returns, it has an incentiveto obtain power to protect its exposure;the facts and circumstances shouldtherefore be closely examined todetermine if it has power (IFRS 10.B20).Question A8 – Can reputational riskgive control?A bank sets up a structured entity (SE) toacquire and hold pre-specified financialassets that the entity purchases fromtraded markets, and to issue asset-backedsecurities to investors. The bank has nofurther interest in, or decision-makingrights over, the SE once it is set up.However, the bank’s reputation willsuffer if the SE fails. The bank will, insuch circumstances, consider providingfinancial support to the SE, even thoughit has no obligation to do so, in order toprotect its own reputation. How doesreputational risk impact the conclusionon control?SolutionQuestion A7 – Contingent powerCan an investor have power if it can makedecisions only upon a contingent eventbut cannot make any decisions currently?SolutionAn investor may have power in thissituation. When an investor can direct anactivity that will only occur in the futureupon the occurrence of an event, thatpower should be considered even beforethe occurrence of that event (IFRS10.B13; IFRS 10 example 1). Contingentpower is a key consideration in assessingwho controls those structured entitieswhere no decisions may be required orpermitted unless the contingent eventoccurs (IFRS 10.B53). Contingent poweris not necessarily protective only (IFRS10.B26).Reputational exposure may create animplicit commitment for the bank toensure that the SE operates as designed;however, this alone does not provideconclusive evidence that the bank haspower (IFRS 10.B54). The bank was alsoinvolved in the design and set-up of theSE; however, this consideration, again,does not provide conclusive evidence ofpower (IFRS 10.B51). If no otherindicators of power exist, the bank isunlikely to control the SE. Reputationalexposure on its own is generally not anappropriate basis for consolidation (IFRS10.BC37).However, all of the facts and circumstancesshould be carefully examined to establishwhether the bank has control. Reputationalexposure on its own is not sufficient toconvey control, but it may increase theinvestor’s exposure to variability of returnsand so give it an incentive to obtain rightssufficient to give it power (IFRS 10.BC39).PwC: Practical guide to IFRSs 10 and 12 – Questions and answers6
Section B – Exposure to variabilityAn investor must have exposure to aninvestee’s variable returns before theinvestor can meet the control criterionand consolidate the investee (IFRS 10.7).‘Variable returns’ is a broad conceptunder IFRS 10; the standard sets outexamples ranging from dividends toeconomies of scale, cost savings, taxbenefits, access to future liquidity andaccess to proprietary knowledge(IFRS 10.B56 to B57). Even fixed interestand fixed performance fees areconsidered ‘variable’ returns, as theyexpose the investor to the credit risk ofthe investee because the amountrecoverable is dependent on theinvestee’s performance.cause the holder of such instruments toconsolidate the investee:To meet the criterion in IFRS 10.7(b), theinvestor’s involvement in the investeeneeds to be one that absorbs variabilityfrom the investee rather than contributesvariability to it (IFRS 10.BC66 and 67).For example, a party that borrows moneyfrom an investee at a plain vanillainterest rate contributes variability fromits own credit risk to the investee; it istherefore not exposed to variable returnsfrom the investee in the absence of otherinterests in it. Conversely, an ordinaryshareholder in an investee absorbsfluctuations in the residual returns of theinvestee; the shareholder is thereforeexposed to variable returns (absorbsvariability).II. Instruments that generally contributevariability to an investee and thereforedo not, in themselves, give the holdervariable returns and cause the holder ofsuch instruments to consolidate theinvestee:amounts owed to an investee;Question B1 –What types of instrumentabsorb variability from an investee, andwhich instruments create variability in aninvestee?SolutionWhether an instrument creates orabsorbs variability may not always bethat clear. We would generally expect theinstruments in list I below to absorbvariability of an investee and those in listII to create variability.I. Instruments that in general absorbvariability of an investee and therefore,if the holder’s degree of exposure tovariable returns is great enough and theother tests in IFRS 10 are met, couldequity instruments issued by theinvestee;debt instruments issued by theinvestee (irrespective of whether theyhave a fixed or variable interest rate);beneficial interests in the investee;guarantees of the liabilities of theinvestee given by the holder (protectsthe investors from suffering losses);liquidity commitments provided tothe investee; andguarantees of the value of theinvestee’s assets.forward contracts entered into by theinvestee to buy or sell assets that arenot owned by it;a call option held by the investee topurchase assets at a specified price;anda put option written by the investee(transfers risk of loss to the investee).Question B2 – Does a contract with anentity create or absorb variability?A structured entity (SE) holds C2m ofhigh-quality government bonds. The SEenters into a contract whereby inreturn for an upfront premium from thecontract counterparty ‘A’ the SE agreesto pay A C2m if there is default on aspecified debt instrument issued by anunrelated company (Z). The SE has noother assets or liabilities, and is financedby equity investments from investors.SE was set up for the purpose of enteringinto the contract with A to protect Aagainst Z’s default on a specified debtinstrument and to expose SE’s investorsto the credit risk of Z.PwC: Practical guide to IFRSs 10 and 12 – Questions and answers7
A is potentially exposed to the credit riskof SE if Z defaults on a specified debtinstrument. Does this mean that A hasexposure to variable returns of SEthrough its purchased credit default swap(IFRS 10.7b)?SolutionYes, A does have exposure to variablereturns of SE through its potentialexposure to SE’s credit risk. However,this credit exposure is likely to be smallrelative to the credit risk of Z, given thequality of the government bonds.Additionally, the SE is financed by equityinvestors and has no other liabilities,which reduces the credit risk to which Ais potentially exposed. The contract islikely to have contributed morevariability into the SE than it absorbs andis unlikely, on its own, to cause A toconsolidate the SE.Further, the purpose and design of SE isto transfer Z’s credit risk to SE, not totransfer the SE’s exposure to governmentbonds to A. Such a purpose and designsupports a conclusion that the contractwith A was designed primarily to transferrisk into the SE.It is therefore unlikely the contract wouldcause A to consolidate the SE.Question B3 – What assets should aninvestor look to in assessing control?The assets recorded by an entity foraccounting purposes do not alwayscorrespond to assets that are legallyowned by the entity. The assessment ofcontrol could differ depending onwhether the accounting or legal assets areconsidered. Should an entity focus onaccounting or legal assets or onsomething else?the exposure created by this deferredconsideration of C7 causes the Seller toretain substantially all of the risks andrewards of those receivables under IAS 39.The Seller cannot therefore derecognisethose receivables under IAS 39; and theBuyer SE, correspondingly, cannot recognisethose receivables (IAS 39.AG50). Instead,the Buyer SE records a receivable from theSeller.From a legal perspective, the Buyer SEowns 100% of the underlying receivables,of which the Seller is exposed to C7. Froman accounting perspective, the Buyer SEhas a receivable due from the Seller that is, the Seller is a debtor of the BuyerSE, and the Seller is not thereforeexposed to the variability of the Buyer SE.Does the Seller have exposure tovariability of Buyer SE for purposes ofassessing control under IFRS 10?SolutionYes, the Seller has exposure to variabilityof Buyer SE.IFRS 10 requires a consideration of thepurpose and design of an entity(IFRS 10.B5), which includesconsideration of the risks to which theinvestee was designed to be exposed, therisks it was designed to pass on to theparties involved with the investee, andwhether the investor is exposed to someor all of those risks (IFRS 10.B8).It is therefore necessary to look at theunderlying risks to which the Buyer SE isexposed and the risks that the Buyer SEpasses on to investors. This assessment ofrisks should be based on an assessmentof the economic risks of the Buyer SE.Economically, the Buyer SE is exposed toall the risks of the receivables, but someA Seller transfers legal title to receivablesof those risks are passed on to the Sellerwith a principal amount of C100 to avia the deferred considerationstructured entity (‘Buyer SE’). In return,mechanism. The Seller is thereforeBuyer SE pays C93 cash and agrees that if it exposed to variability of the Buyer SE.collects more than C93 of principal on theThe Seller is also potentially exposed tounderlying receivables, it will pay the excess the credit risk of the Buyer SE (forto the Seller. The Seller therefore remainsexample, if the Buyer SE collects all theexposed to the risk that the underlyingmonies from the underlying receivablesreceivables may not be collected in full, up to but is unable to pay out the last C7 to thean amount of C7. It has been assessed thatSeller due to unforeseen circumstances).PwC: Practical guide to IFRSs 10 and 12 – Questions and answers8
Section C – Principal-agent analysisCertain decision-makers may beobligated to exercise their decisionpowers on behalf of other parties and donot exercise their decision powers fortheir own benefit. IFRS 10 regards suchdecision-makers as ‘agents’ that areengaged to act on behalf of another party(the ‘principal’). A principal may delegatesome of its power over the investee to theagent, but the agent does not control theinvestee when it exercises that power onbehalf of the principal (IFRS 10 paraB58). Power normally resides with theprincipal rather than the agent (IFRS 10para B59). There may be multipleprincipals, in which case each of theprincipals should assess whether it haspower over the investee (IFRS 10.B59).An agent does not control and so will notconsolidate the investee.his own behalf rather than on behalf ofothers (IFRS 10.B71-72).The overall relationship between thedecision-maker and other partiesinvolved with the investee must beassessed to determine whether thedecision-maker acts as an agent. Thestandard sets out a number of specificfactors to consider:Investors A, B and C invest in 15%, 30%,and 55% respectively of a fund that ismanaged by an external fund manager.The fund manager has wide powers tomake investment decisions, and theinvestors cannot direct or veto thesedecisions. The fund manager can beremoved only by a unanimous vote fromall three investors and has been assessedto be an agent under IFRS 10.The decision-maker is an agent if asingle party can remove them withoutcause (IFRS 10.B65).The decision-maker cannot be anagent if remuneration is at other thannormal market terms (IFRS 10.B69B70).The scope of the decision-maker’sauthority over investee may be wideand indicate that the decision-makermay have power; or narrow, pointingto the converse (IFRS 10.B62-63).Substantive rights held by otherparties may indicate that the decisionmaker is an agent (IFRS 10.B64-67).The magnitude and variability of thedecision-maker’s remuneration mayindicate that he is acting on his ownbehalf rather than on behalf of others(IFRS 10.B68).Similarly, the magnitude and variabilityof the decision-maker’s exposure toreturns from other interests in theinvestee may indicate that he is acting onQuestion C1 – Determination of theprincipalIFRS 10.B59 states “.In situationswhere there is more than one principal,each of the principals shall assesswhether it has power over the investeeby considering the requirements inparagraphs B5-B54.”.A decision-maker (a fund manager) isdetermined to be an agent in relation tothe fund it manages, in which there aremultiple investors. What considerationsshould be looked to in determining which(if any) of the investors shouldconsolidate the fund?Should investors A, B or C attribute thefund manager’s decision powers tothemselves when they each considerwhether they have power over the fund?SolutionAn agent does not control an investee(IFRS 10.B58). The manager does nottherefore control the fund. Rather it isprimarily acting on behalf of the otherinvestors (the principals).However, although an agent “is a partyprimarily engaged to act o
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