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Chương 1
Chương 1
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Consolidation:
BÁO CÁO BỘ PHẬN Parent
Control
Process of preparing
(Controlling Subsidiary and presenting
BÁO CÁO TÀI entity)
financial statements of
parent and subsidiary
CHÍNH TỔNG HỢP as if they were one
economic entity
Subsidiary
Consolidated FS:
BÁO CÁO TÀI CHÍNH HỢP NHẤT Artificial creations
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• Trading • Associated
• Partially-owned subsidiary
securities company
• Fully-owned subsidiary
Equity method • Available- for- • Joint-
p
sale securities arrangements
u 1. Exert significant 1. Gain entry intro a new market
r 1. Earn dividend influence or 2. Achieve synergistic benefits
p 2. Make capital control over from complementary
o
gain investee’s strengths
s
operation 3. Gain market dominance
e
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Voting rights
100%
Investment in
Subsidiary IFRS 10
Control IFRS 3
50%
Joint
Arrangement IFRS 11
joint control IAS 28
Investment in
Associate
IAS 28
20% significant influence
Other long-term
investments
Non - significant influence IFRS 9
0%
• An investor controls an
investee if and only if Power
the investor has all of
the following:
– Power over the
investee
– Exposure, or rights to
KHÁI NIỆM KIỂM SOÁT
Ability Control
variable returns from
its involvement with
the investee, and
– The ability to use its
power over the
investee to affect the Returns
amount of the
investor’s returns
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P+A+R P+A+R
• Sources of power: potential voting rights • Sources of power: power over key management personnel
– Rights to obtain voting rights from potential ordinary shares, e.g. options, – Control arises when an entity is able to make decisions on the activities that
convertible instruments and forward or future contracts are most significantly impact returns, and these decisions are made by key
– Consider the purpose and design, the terms and conditions, the motives for the management personnel
issue and the intent to vest control of these instruments – The entity that is able to appoint, remove and remunerate these personnel
Illustration 2.2 potential voting rights effectively has the power over these personnel.
Investor A, the founding investor, invited Investor B and Investor C to purchase shares in Entity X. B is – Key management personnel: persons having authority and responsibility for
a strategic investor who has knowledge of Entity X’s business. A is a financial investor. C is a related planning, directing and controlling the activities of the entity, directly or
party of A. B was issued options that would allow B to be issued with 40,000 ordinary shares. indirectly, including any director (whether executive or otherwise) of that
Consider: (a) The options are exercisable at current date? (b) exercisable in Year 3?
entity. (IAS 24)
– Key management personnel may include “shadow directors” or people who
control key management personnel of that entity.
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P+A+R P+A+R
• Protective rights
• In IFRS 10, an investor must demonstrate the ability to use – Rights must be substantive and not merely protective.
the power to affect the returns to the investor from its – Protective rights are decision making rights on fundamental changes to
involvement with the investee. an investee’s activities and are often relating to exceptional events, e.g.
the right of a lender to restrict the payment of dividends by the borrower
• Substantive rights when lending covenants are breached
– Substantive rights relate to rights to make decisions on the most
significant activity (activities) that affect an entity’s returns.
• Unilateral ability
– Consider whether there are barriers that prevent the use of the right, – When an investor is able to exercise power on another entity without
e.g. financial barriers, operational barriers or legal and regulatory restrictions from other parties
barriers – Control is therefore different from joint control which requires unanimous
consent from parties.
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P+A+R P+A+R
• Quyền bảo vệ (Protective rights)
• Currently exercisable
– Các quyền phải thực chất và không chỉ là quyền bảo vệ
– In the situations with potential ordinary shares, the rights must be
– Quyền bảo vệ là các quyền ra quyết định làm thay đổi căn bản hoạt
động của bên nhận đầu tư và thường liên quan đến các ngoại lệ, như
exercisable in a timely manner to enable the holder to direct
quyền bên cho vay hạn chế bên đi vay trả cổ tức khi hợp đồng vay bị vi relevant activities to make returns.
phạm.
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Significant influence
Power to participate in the financial and operating policy decisions of
the investee but is less than control and is not equivalent to joint
control over those policies (IAS 28:2)
Default assumption:
KHÁI NIỆM ẢNH An investor has ownership of 20% or more of the voting power and equal to
or less than 50% of the voting power in an investee, including “potential
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Example 1 Example 2
X Ltd is operated on an joint arrangement between K There are 3 parties relating to ABC Ltd. The share of A Ltd, B
international Ltd and M Ltd. K Ltd accounts for 30%. The Ltd, C Ltd in ABC are 40%, 40%, 20%. Upon agreement:
residual portion belong to M Ltd. X Ltd’s regulation says: (2a) Strategic decision is made when all the members support
• The Board has 6 member, of those 2 are from M Ltd, 4 (2b) Strategic decision is made when 80% the members
are from K support
• The Board is reselected in every 2 years
(2c) Strategic decision is made when majority of the members
• The Board’s decisions are made when over 2/3 of the
Board’s member support support
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Subsidiary
30%
Parent company ownership in Parent company
Non-controlling subsidiary Shown as equity in Shown as equity in
100% 70% BS based on:
shareholders of a How should non- BS based on:
ownership ownership
subsidiary controlling interests be Consolidated equity
Consolidated equity
Subsidiary Subsidiary reported in the = +
consolidated balance Consolidated assets NCI
sheet? − =
2 groups of shareholders Consolidated liabilities Consolidated assets
Wholly owned by the
parent company’s
1) The parent company’s shareholders; and −
2) The non-controlling shareholders of the Consolidated liabilities
shareholders
subsidiary
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