International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards
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provide much explanation on how this evaluation is to be made; IFRS 10 only states that
the evaluation considers the nature of the relationship and how the parties interact with
each other. [IFRS 10.B73].
434 Chapter
6
Figure 6.8:
Identifying parties that might be de facto agents
Parties that might be
de facto agents (IFRS 10)
De facto
Relatedx
parties
agents
(IAS 24)x
In our view, given the breadth of the parties that might be a de facto agent in IFRS 10,
there are likely to be numerous parties that need to be evaluated to determine if they
are actually de facto agents, which requires careful evaluation of the facts and
circumstances, including the purpose and design of the investee.
If a party is determined to be a de facto agent, then its rights and exposures to variable
returns are considered together with those of the investor when evaluating whether an
investor has control of an investee. [IFRS 10.B74]. Just because one party is a de facto agent
of the other party, that does not mean that the de facto agent is controlled by the
investor. Consolidation procedures in situations when a de facto agent exists are
discussed at 7.2 below.
7.1 Customer-supplier
relationships
Normally, a typical supplier-customer relationship is not expected to result in one party
being a de facto agent of the other. This is because in a typical supplier-customer
relationship, one party cannot direct the other party to act on its behalf. Instead, the
activities of each are directed by their respective shareholders (and Board of Directors
and management).
However, a party with a ‘close business relationship’ is an example of a de facto agent.
[IFRS 10.B75(f)]. Accordingly, where a close business relationship exists between a
customer and a supplier, consideration needs to be given to whether the supplier is a de
facto agent of the customer. For example, this might be the case if:
• an entity has only one significant customer;
• the customer and supplier have common management or common shareholders;
• the customer has the ability to direct product design, sales, etc.; or
• the supplier is a service provider (e.g. investment banker, attorney) that assists in
structuring a transaction.
7.2
Non-controlling interests when there is a de facto agent
When consolidating a subsidiary, a parent only reflects its exposures to variable returns
(including those held by its subsidiaries), in its consolidated financial statements. Any rights
or exposures to variable returns held by a de facto agent that is not in the group would
generally be shown as non-controlling interests. This is illustrated in Example 6.35 below.
Consolidated financial statements 435
Example 6.35: Control evaluation and consolidation with a de facto agent
A has a 40% interest in Z, whose relevant activities are directed by voting shares that entitle the holder to a
pro rata share of returns of Z. Based on the facts and circumstances, A concludes that, by itself, its 40%
interest does not give A control over Z.
B holds a 15% interest in Z.
A evaluates the facts and circumstances and concludes that B is a de facto agent of A. This might be concluded
if, for example, A and B are members of the same group – that is, when A and B have the same ultimate
parent, but B is not part of A’s group in its sub-level consolidated financial statements. Based on the combined
interest, A concludes that it controls Z, because it can direct B how to vote by virtue of being a de facto agent.
Accordingly, A consolidates Z in its consolidated financial statements and reflects a non-controlling interest
in Z of 60% (that is, all interests not held by A).
Careful evaluation of arrangements between the parties is needed to ensure that there
are no other rights and exposures that are required to be accounted for in the
consolidated financial statements.
8
CONTROL OF SPECIFIED ASSETS
IFRS 10 requires that an investor has to consider whether it treats a portion of an
investee as a deemed separate entity and, if so, whether it controls the deemed separate
entity (a ‘silo’). [IFRS 10.B76].
It therefore clarifies that an investor can have control over specified assets of an
investee (i.e. whether a ‘silo’ exists within a host entity). IFRS 10 gives a very strict rule
as to when a portion of an entity is deemed to be a silo, and therefore, evaluated
separately for consolidation from the remainder of the host entity.
Under IFRS 10, an investor treats a portion of an investee as a deemed separate entity if
and only if specified assets of the investee (and related credit enhancements, if any) are
the only source of payment for specified liabilities of, or specified other interests in, the
investee. This means that parties other than those with the specified liability do not have
rights or obligations related to the specified assets or to residual cash flows from those
assets. In substance, none of the returns from the specified assets can be used by the
remaining investee and none of the liabilities of the deemed separate entity are payable
from the assets of the remaining investee. Thus, in substance, all the assets, liabilities
and equity of that deemed separate entity (‘silo’) are ring-fenced from the overall
investee. [IFRS 10.B77].
It can be seen that the above condition for a silo includes the phrase ‘in substance’, but
it is unclear how this should interpreted. Some proponents take the view that this would
allow a portion of an investee to be regarded as ring-fenced if the possibility of using
the assets of the silo to meet liabilities of the rest of the investee (or vice versa) was
remote. In our view, this means that the silo has to be ‘legally ring-fenced’, and if there
is any possibility that the assets could be used to meet liabilities of the rest of the
investee, it is not a silo. The phrase ‘in substance’ is used in the standard to ensure that
any terms in the contract that might override a ring fence would need to have substance,
not that a silo can be established through ‘in substance’ ring fencing.
In many cases, where a silo exists, it will be because a trust or similar legal structure exists
to ring-fence the assets and liabilities from the host and other silos within the host entity.
436 Chapter
6
Under IFRS 10, it is clear that an investor needs to identify and consolidate any silos that
it controls. Accordingly, it is crucial to identify silos (as discussed at 8.1 below).
Identifying whether a silo exists, and whether an investor controls a silo, can be
complex. However, the same process outlined in the diagram for assessing control
included at 3.1 above can be used for silos, with the initial step of identifying a silo, as
shown in the diagram below. Understanding the purpose and design of an investee is
critical when identifying whether a silo exists, and if so which investor, if any, has
control of that silo.
Figure 6.9:
Identifying and assessing control of a silo
Silos
Determine whether a deemed separ
ate entity (a silo) exists. Consider:
• Are the specified assets of the investee (and related credit enhancements, if any) the only source of payment for
specified liabilities of, or specified other interests in, the investee?
• Do parties other than those with the specified liability have rights or obligations related to the specified assets or
to residual cash flows from those assets?
• In substance, can any of the returns from the specified assets be used by the remaining investee and are any of the
liabilities of the deemed separate entity payable from the assets of the remaining investee?
Power
Returns
Linkage
Determine which party, if any, has
Assess whether the investor is
Evaluate whether the investor has
power, that is, the current ability to
exposed, or has rights, to variable
the ability to use its power to affect
direct the relative activities. Power
returns from its involvement with
the investor’s returns from its
arises from the rights which may
the investee. Returns can be
involvement with the investee. If
include:
positive, negative, or both.
applicable, determine whether the
Examples of returns include:
investor is a principal or an agent,
• Voting rights
e
er
considering:
• Potential voting rights (e.g.
rns • Dividends
ow
options or convertible instruments)
etu • Remuneration
• Scope of its authority
r
• Rights to appoint key management
ss • Economies of scale, cost savings,
• Rights held by other parties
entify p
personnel
uate linkag
sse
scarce products, proprietary
• Remuneration
Id
A
• Decision making rights within a
knowledge, synergies, or other
Eval • Exposure to variability from other
management contract
returns that are not available to
interests
other interest holders
• Removal or ‘kick-out’ rights
However, power does not arise from
protective rights.
Understand purpose and design of investee
8.1
Identifying a silo
When identifying a silo, it is important to meet the condition that IFRS 10 requires to be
satisfied for there to be a silo (see 8 above). Silos occur most often in the following industries:
• insurance (see 8.1.1 below); and
• investment funds (see 8.1.2 below).
8.1.1
Identifying silos in the insurance industry
For insurers, silos may arise in a structure such as a multi-cell reinsurance vehicle, which
is an entity comprised of a number of ‘cells’ where the assets and liabilities are ring-fenced.
Insurers should evaluate whether investments made on behalf of insurance contract
holders (policyholders) would be considered silos under IFRS 10. The evaluation will
Consolidated financial statements 437
depend on the facts and circumstances of the particular case, and may vary by
jurisdiction and by policy, given the differences in regulatory environments and types
of policies offered by insurance entities.
When determining whether policies held are ring-fenced (whether a silo exists) relevant
facts and circumstances, including local laws and contractual arrangements with the
contract holder, must be assessed.
Where a silo exists and the shares in the silo are held by the insurance company on
behalf of policyholders and all returns from the sub-funds are passed to the
policyholders, the following needs to be considered:
• Does the insurance company have a contractual obligation to hold investments in
the sub-funds?
• Are the investments legally ring-fenced such that they may be used to satisfy other
liabilities of the insurance company in the event of liquidation?
• Do the policyholders select the investments?
• Will other funds beyond the value of the specified assets in the silo be necessary
to fulfil the obligation to the policyholders?
• Is there an exact matching of the policy to the assets held?
All of the relevant facts and circumstances would need to be considered when
determining if a silo exists. As discussed at 8.2 below, if a silo exists, control is evaluated
for each silo. However, if a silo does not exist, this simply means that the control
evaluation is made at the entity level.
8.1.2
Identifying silos in the investment funds industry
Silos may exist in the investment fund industry. Certain investment vehicles are set up
as ‘umbrella funds’ with a number of sub-funds, each with its own investment goals and
strategies e.g. a sub-fund may specialise in the shares of small companies, or in a
particular country, or a particular industry. An assessment will need to be made as to
whether a sub-fund should be considered a silo under IFRS 10. The evaluation will
depend on the facts and circumstances of the particular case as to whether the sub-
funds are legally ring-fenced from each other and the investment vehicle itself, and may
vary by jurisdiction, given the differences in regulatory environments and types of such
investment vehicles.
8.2
Evaluating control of a silo
If a silo exists, the next step is to identify the relevant activities (the activities that most
significantly affect the silo’s returns). Only the relevant activities of that silo would be
considered, even if other activities affect the returns from other portions of the host.
The next step is then to identify which investor has the ability to direct the relevant
activities, (i.e. who has the power over the silo). Only rights that affect the relevant
activities of the silo would be considered. Rights that affect the relevant activities for
other portions of the host entity would not be considered.
To conclude whether an investor has control over the silo, the investor also evaluates
whether the investor has exposure to variable returns from that silo, and whether the
438 Chapter
6
investor can use its power over the silo to affect the amount of the investor’s returns.
Only exposure to variable returns from that silo would be considered; exposures to
variable returns from other portions of the host would be excluded. [IFRS 10.B78].
8.3
Consolidation of a silo
If an investor concludes that it controls a silo, it consolidates only the silo. That investor
does not consolidate the remaining portions of the host entity.
Similarly, if an investor concludes that it controls a host entity, but not a silo within that
entity, it would only consolidate the host entity, but exclude the silo. [IFRS 10.B79].
9 CONTINUOUS
ASSESSMENT
IFRS 10 clarifies that an investor is required to reassess whether it controls an investee
if the facts and circumstances indicate that there are changes to one of the three
elements of control, [IFRS 10.8
, B80], which are repeated below. For example, the following
would be likely to be triggers:
• power over the investee:
• an investor increases or decreases its holdings in the investee – see
Example 6.36 below;
• a potential voting right is granted, expires, or changes from being substantive
to non-substantive (or vice versa) – see Example 6.37 at 9.1 below;
• a change in how power over an investee can be exercised. For example,
changes to decision making rights, which mean that the relevant activities of
the investee are no longer governed through voting rights, but instead, are
directed by contract (or vice versa); [IFRS 10.B81]
• bankruptcy filings – see Example 6.40 at 9.2 below;
• troubled debt restructurings – see Example 6.41 at 9.2 below;
• changes in voting patterns;
• action taken by others without the investor being involved in the event – see
Example 6.42 at 9.3 below; [IFRS 10.B82]
• exposures, or rights, to variable returns from involvement with the investee – in
many cases, these changes occur concurrent with a change in power, such as when
acquiring an interest or selling an interest in an investee:
• an investor can lose control of an investee if it ceases to be entitled to receive
returns or to be exposed to obligations because, for example, a contract to
receive performance related fees is terminated; [IFRS 10.B83] and
• ability of the investor to use its power over the investee to affect the amount of the
investor’s returns:
• when the investor is a decision-maker (i.e. a principal or agent), changes in
the overall relationship between the investor and other parties can mean that
the investor no longer acts as agent, even though it has previously acted as
agent or vice versa. [IFRS 10.B84].
Consolidated financial statements 439
Therefore, it is possible that a previously unconsolidated investee would need to be
consolidated (or vice versa) as facts and circumstances change. However, absent a
change in facts and circumstances, control assessments are not expected to change.
Example 6.36: Providing seed money for a fund
A fund manager provides all of the seed money for a new fund upon inception. Until such times as other
investors invest in that fund, the fund manager would likely control that fund. This is because the fund
manager has the power to direct the relevant activities of that fund, exposure to variable returns from its