Question 1
(a) The ownership of majority voting rights in itself may not be a decisive factor of control in
IFRS 10 Consolidated Financial Statements. Discuss two situations where ownership of
majority voting rights is not a conclusive determinant (decisive factor) of control. (8
marks)
Answer:
IFRS 10 adopts a principles-based approach towards determining control. The three essential
attributes of control require the investor to have the ability to use power to affect returns of
another entity. Power may arise from voting rights and other sources such as contracts and
special relationships. All three elements must be present for control to exist. IFRS 10 emphasizes
de facto control that may arise from the holding of relative voting power.
Examples where ownership of majority voting rights do not necessarily lead to control include
the following:
• Competing sources of power. IFRS 10 requires a consideration of all facts and circumstances to
determine if control exists. Other sources of power must be considered. These sources include
potential voting rights, contracts and special relationships. The strength of power of a majority
shareholder is weakened if other shareholders have power from other sources besides voting
rights. For example, a minority shareholder may have control through contractual arrangements
or special relationships that allow the minority shareholder to make decisions about the most
relevant activities that impact returns. An example is the buying out of founder shares of an
entrepreneurial company. The founder may hold minority shares but may have informal power
through specialized knowledge of the business and the power over the employees through the
long-term relationships that the founder has built up over the years. Through contracts, the
founder may also be retained to serve as the chief executive of the company. The combined
power of the minority voting rights, decision-making power and power through special
relationships may enlarge the power base of the minority shareholder relative to those of the
majority shareholder.
• Absence of ability. A majority shareholder may have substantial barriers to exercise control. In
such a situation, the shareholder does not have the ability to affect returns. Examples of barriers
include regulatory barriers. For example, the investment may be in a foreign country that requires
the majority of the board of directors to be made up of local directors. In the absence of contractual
arrangements between the board of directors and the investor, the investor would not have the
practical ability to make decisions about the relevant activities that affect the investee’s returns.