4.2
Rights to control collectively
Joint control can only exist when the parties collectively control the arrangement.
[IFRS 11.B5]. In other words, all the parties, or a group of the parties, must act together
to direct the activities that significantly affect the returns of the arrangement.
[IFRS 11.8], which is referred to as ‘collective control’. Factors to consider when
determining whether a group of parties have collective control are addressed in the
following sections.
4.2.1
Protective rights, including some veto rights
IFRS 10 defines protective rights as ‘rights designed to protect the interest of the party
holding those rights without giving that party power over the entity to which those rights
relate’. [IFRS 10 Appendix A].
Protective rights relate to fundamental changes to the activities of the arrangement, or
apply in exceptional circumstances. Since power is an essential element of control,
protective rights do not give a party control over the arrangement. Holding protective
Joint
arrangements
835
rights cannot prevent another party from having power over an arrangement (see
Chapter 6 at 4.2.2). [IFRS 10.B26-27].
Accordingly, when assessing whether a group of the parties collectively control an
arrangement, consideration must be given to whether rights held by any of the parties are:
• protective – in which case, the other parties might collectively control the
arrangement, and those parties might have joint control; or
• substantive – in which case, such rights could prevent the other parties from
having joint control, and possibly give the holder of those rights control.
Example 12.5 below illustrates this point with veto rights, which are often protective rights.
Example 12.5: Protective rights and joint control
A, B and C enter into a joint arrangement to conduct an activity in entity Z. The contractual agreement
between A and B states that they must agree to direct all of the activities of Z. The agreement of C is not
required, except that C has the right to veto the issuance of debt or equity instruments by Z. The ability to
veto the issuance of equity and debt instruments is deemed a protective right because the right is designed to
protect C’s interest without giving C the ability to direct the activities that most significantly affect Z’s returns.
In this fact pattern, A and B have joint control over Z because they collectively have the ability to direct Z
and the contractual agreement requires their unanimous consent. Although C is a party to the joint
arrangement, C does not have joint control because C only holds a protective right with respect to Z.
An arrangement may be structured such that, rather than giving some parties protective
rights, one party has the deciding vote in case of a tie or disagreement (see 4.3.2 below).
4.2.2
Potential voting rights and joint control
Common examples of potential voting rights include options, forward contracts, and
conversion features of a convertible instrument that if exercised, would change the
decision-making rights of the parties to the arrangement.
IFRS 11 does not explicitly address how to deal with potential voting rights when
assessing whether there is joint control. However, since joint control requires the
parties collectively to have ‘control’ as defined in IFRS 10, a party to a joint arrangement
must consider the requirements of IFRS 10 regarding potential voting rights. To evaluate
whether a potential voting right is substantive, and whether joint control exists, it is
necessary to understand the purpose and design of the potential voting right and the
context in which it was issued or granted. Guidance on how to assess if a potential voting
right is substantive is discussed further in Chapter 6 at 4.3.4.
If the potential voting right is substantive, then the holder could have joint control together
with the other parties, if the terms of the contractual arrangement confer joint control.
4.2.3
Other evidence of joint control
In some cases, it may be difficult to determine whether the rights of a group of the
parties give them collective power over an arrangement. In such cases, the parties
consider other evidence to indicate whether they have the current ability to direct the
relevant activities collectively. IFRS 10 lists several examples of this evidence (see
Chapter 6 at 4.5).
Another fact that may indicate that a group of the parties have collective control, is
whether the parties can obtain the financial information needed to account for the
836 Chapter
12
arrangement (e.g. to apply the equity method in the case of a joint venture) and to
provide the required disclosures. If the group of the parties cannot obtain information
regarding an arrangement (e.g. because management of that arrangement refuses to
provide it), this might indicate that, the parties do not have collective control (and
therefore, no joint control) over that arrangement.
4.2.4 Delegated
decision-making
In some cases, one of the parties may be appointed as the operational manager of the
arrangement. This commonly occurs in the extractive and real estate industries, for example,
when one of the parties has extensive experience in the type of activities conducted. The
operational manager is frequently referred to as the ‘operator’, but since IFRS 11 uses the
terms ‘joint operation’ and ‘joint operator’ with specific meaning, to avoid confusion we refer
to such a party as the ‘manager’. The other parties to the arrangement may delegate some or
all of the decision-making rights to this manager.
To evaluate joint control, a party to the arrangement would need to assess whether the
contractual arrangement gives the manager control of the arrangement (see 4.1 above).
IFRS 10 also describes how to assess whether the manager is acting as a principal or an
agent on behalf of all, or a group of, the parties to the arrangement. Careful
consideration of the following will be required (see Chapter 6 at 6):
• The scope of the manager’s decision-making authority.
• The rights held by others (e.g. protective rights and removal rights).
• The manager’s exposure to the variable returns of the arrangement through
management fees earned.
• The manager’s exposure to the variable returns of the arrangement through other
interests, for example, a direct investment held by the manager in the joint arrangement.
See Chapter 39 at 7.1 for discussion of the application of IFRS 11 to entities in the
extractive industries where this situation is more common.
Therefore, depending on the facts and circumstances, it is possible that joint control
exists even when a manager is appointed, if the arrangement requires contractually
agreed unanimous consent for decisions about the relevant activities. Accordingly,
arrangements where the manager appears to have power over the relevant activities
should be analysed carefully, to determine whether joint control exists, and if so, which
parties share in the joint control.
4.2.5
Related parties and de facto agents
One party to an a
rrangement may act as a de facto agent for another party (see Chapter 6
at 7). De facto agents may include related parties (as defined in IAS 24 – Related Party
Disclosures). A party to a joint arrangement should therefore assess whether any of the
parties to the arrangement is acting as a de facto agent of another party to determine if
joint control is established. Example 12.6 illustrates this point.
Example 12.6: De facto agents in joint control
A contractual arrangement has three parties: A has 50% of the voting rights and B and C each have 25%. The
contractual arrangement between A, B and C specifies that at least 75% of the voting rights are required to
make decisions about the relevant activities of the arrangement.
Joint
arrangements
837
Analysis
A, B and C collectively control the relevant activities of the arrangement. However, there is neither control
nor joint control, because more than one combination of parties can reach 75% and therefore direct the
relevant activities.
Variation – If the facts and circumstances changed, such that C is a de facto agent of B, then A and B would
have joint control, because effectively B would direct 50% (in combination with C’s 25%) and A would need
B to agree to direct the relevant activities.
Identifying de facto agents can be complex and requires judgement and a careful
evaluation of all the facts and circumstances.
4.2.6
Role of a government
In some countries, the government may retain a substantial interest in certain
arrangements. When a government entity is party to an arrangement, the arrangement
needs to be evaluated carefully to determine whether joint control or control exists.
This is illustrated in Example 12.7 below.
Example 12.7: Role of a government
A government owns land, which is believed to contain oil reserves. The government enters into a
contractual arrangement with an oil company to drill for oil and sell the product, which the oil company
will do through a separate vehicle. The oil company will have to evaluate the contractual terms of the
arrangement closely to determine whether it has joint control, control, or some other type of interest.
The ownership percentages in the separate vehicle do not necessarily determine whether there is control
by one party or joint control.
In some cases, the contractual terms may give all final decision-making authority over the relevant activities
to the government, in which case, the government would have control.
However, in other cases, the decision-making authority may require unanimous consent by the government
and the oil company to direct the activities, in which case, they would have joint control.
4.3 Unanimous
consent
If all the parties, or a group of the parties, control the arrangement collectively, joint
control exists only when decisions about the relevant activities require the unanimous
consent of the parties that control the arrangement collectively. [IFRS 11.9, B6].
Accordingly, it is not necessary for every party to the arrangement to have joint control.
Only those parties that collectively control the arrangement must agree.
In a joint arrangement, no single party controls the arrangement. A party with joint
control of an arrangement can prevent any of the other parties, or a group of the parties,
from controlling the arrangement. [IFRS 11.10]. In other words, the requirement for
unanimous consent means that any party with joint control of the arrangement can
prevent any of the other parties, or a group of the parties, from making unilateral
decisions (about the relevant activities) without its consent. [IFRS 11.B9].
IFRS 11 provides additional guidance on when unanimous consent exists. For example,
a contractual arrangement can establish unanimous consent implicitly where the
proportion of the voting rights needed to make decisions about the relevant activities
effectively requires a specified combination of the parties to agree. [IFRS 11.B7]. When
that minimum proportion voting rights can be achieved by more than one combination
of the parties agreeing, the arrangement is not a joint arrangement unless it specifies
which parties (or combination of parties) are required to agree unanimously to decisions
838 Chapter
12
about the relevant activities of the arrangement. [IFRS 11.B8]. IFRS 11 provides some
examples to illustrate this point. Examples 1 and 2 are summarised in the following table.
[IFRS 11.B8 Example 1, 2].
Example 1
Example 2
Minimum voting requirement
Minimum voting requirement
75% vote to direct relevant activities
75% vote to direct relevant activities
Party A – 50%
Party A – 50%
Party B – 30%
Party B – 25%
Party C – 20%
Party C – 25%
Conclusion Conclusion
Joint control – A and B collectively control the
No joint control – multiple combinations of parties could
arrangement (since their votes, and only their votes,
collectively control the arrangement (i.e. A and B or A
together meet the requirement). As there is only one
and C could vote together to meet the requirement).
combination of parties that collectively control the
Since there are multiple combinations, and the
arrangement, it is clear that A and B must unanimously
contractual agreement does not specify which parties
agree. C is a ‘party that participates in a joint arrangement
must agree, there is no unanimous consent.
but does not have joint control’ (see 4 above).
4.3.1
Arrangements involving parties that participate in a joint
arrangement but who do not have joint control
Unanimous consent needs to be explicitly or implicitly established by contract. For
example, two parties, A and B, each have 35% of the voting rights in an arrangement
with the remaining 30% being widely dispersed and decisions about the relevant
activities require approval by a majority of the voting rights. In this situation, A and B
have joint control of the arrangement only if the contractual arrangement specifies that
decisions about the relevant activities of the arrangement require agreement of both A
and B. [IFRS 11.B8 Example 3]. The fact that the remaining 30% of the voting rights are widely
dispersed does not implicitly create joint control.
4.3.2
Ultimate voting authority
Sometimes an arrangement provides all parties with a voting right, but in the case of a
deadlock, or disagreement, one party has the deciding vote (i.e. the final decision, or
override powers). If any single party could direct the relevant activities unilaterally,
there would not be joint control. Example 12.8 below illustrates this point.
Example 12.8: Ultimate decision-making authority – no joint control (1)
G and H enter into an agreement and set up a joint steering committee. One party has ultimate decision-
making authority in cases where the joint steering committee cannot reach an agreement. In this case, there
would not be joint control, since the agreement of the other party is not needed.
To e
valuate whether the party with the deciding vote has control, one would also need to assess whether it
has exposure to variable returns, and the ability to affect those returns through its power, as required by
IFRS 10 (see Chapter 6).
Joint
arrangements
839
Just because one party has a deciding vote does not necessarily mean that it has control,
particularly if other parties can act without the agreement of that party. This is
illustrated in Example 12.9 below.
Example 12.9: Ultimate decision-making authority – no joint control (2)
I, J and K enter into an agreement and set up a joint steering committee. Each party has one vote and two
votes are needed to carry a motion. K has ultimate decision-making authority in cases where the joint steering
committee cannot reach an agreement. For example, if no combination of I, J and K can agree with each
other, K would have the ultimate decision-making authority.
There is no joint control, since there are multiple combinations of parties that could vote together and the
contractual agreement does not specify which parties must agree. For example, I and J could agree together,
without the agreement of K.
4.3.3 Arbitration
Contractual arrangements often include terms and conditions relating to the resolution of
disputes, and may provide for arbitration. The existence of such terms and conditions does
not prevent the arrangement from being jointly controlled and, consequently, from being
a joint arrangement. [IFRS 11.B10]. Rather, a party to a joint arrangement should evaluate the
facts and circumstances related to the arbitration procedures. For example, whether the
arbitration process is neutral to both parties, for example, using a mutually agreed upon
arbitrator, in which case, there might be joint control, or whether the arbitration
procedures favour one party, which might indicate that there is no joint control.
4.3.4 Statutory
mechanisms
Statutory mechanisms can create legally enforceable rights and obligations
(see 3 above). Accordingly, when evaluating whether an arrangement implicitly results
in joint control, an entity should consider the statutory requirements in the relevant
jurisdiction under which the contractual arrangement was established.
4.4
International GAAP® 2019: Generally Accepted Accounting Practice under International Financial Reporting Standards Page 165
