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62<br />

<strong>Hamon</strong> Annual Report 2010<br />

Subsidiaries<br />

Subsidiaries are companies that are directly or indirectly<br />

controlled. Control is deemed to exist as soon as the<br />

parent owns, directly or indirectly through subsidiaries,<br />

more than half of the voting power of an entity but as well<br />

as soon as it has the power to govern the entity’s financial<br />

and operating policies in order to obtain benefits from its<br />

activities. Consolidation of the subsidiary companies<br />

starts as of the moment when <strong>Hamon</strong> controls the entity<br />

until the date on which that control ceases.<br />

Joint Ventures<br />

Entities for which the Group contractually shares control<br />

with one or more co-contractor(s) qualify as joint ventures.<br />

Contractual agreements of this kind ensure that strategic<br />

financial and operating decisions require the unanimous<br />

consent of all the co-contractors. Proportional consolidation<br />

of the jointly controlled entities starts as of the moment joint<br />

control is established until the date on which it ceases.<br />

Associated Companies<br />

Associated companies are the entities over which<br />

<strong>Hamon</strong> exerts a significant influence by taking part in<br />

the entity’s decisions, without holding control or joint<br />

control. The significant influence is deemed to exist as<br />

soon as the parent owns, directly or indirectly through<br />

subsidiaries, more than twenty percent of the voting<br />

power of an entity. Consolidation of the associated<br />

companies is accounted for using the equity method<br />

until the date on which the significant influence ceases.<br />

Business combinations and changes<br />

in ownership interests<br />

Business combinations carried out prior to 1 January<br />

2010 have been accounted for in accordance with<br />

IFRS 3 prior to the revision effective 1 January 2010.<br />

In accordance with IFRS 3 revised, these business<br />

combinations have not been restated.<br />

The Group applies the purchase method as defined in<br />

IFRS 3 revised, which consists in recognizing the<br />

identifiable assets acquired and liabilities assumed at<br />

their fair values at the acquisition date, as well as any<br />

non-controlling interest in the acquiree.<br />

The main changes that have an impact on the Group’s<br />

consolidated financial statements are as follows:<br />

■ costs related to acquisitions of controlling interests<br />

are expensed;<br />

■ in the event of a business combination achieved in<br />

stages, previously held equity interest in the acquiree<br />

is re-measured at its acquisition-date fair value and<br />

the resulting gain or loss, if any, is recognized in profit<br />

or loss;<br />

■ for each business combination, any non-controlling<br />

interest in the acquiree is measured either at fair value<br />

or at the proportionate share of the acquiree’s<br />

identifiable net assets. Previously, only the latter<br />

option was authorized. The Group will determine on a<br />

case-by-case basis which option it will apply to<br />

recognize non-controlling interests;<br />

■ transactions (purchases or sales) of non-controlling<br />

interests that do not result in a change of control are<br />

recognized as transactions between shareholders.<br />

Consequently, any difference between the fair value<br />

of consideration paid or received and the carrying<br />

amount corresponding to the non-controlling interest<br />

is recognized directly in equity;<br />

Changes introduced by this new standard led the Group<br />

to create an “Impact of changes in consolidation scope”<br />

line in the income statement which is presented as a<br />

non-recurring item.<br />

Put options on non controlling interests<br />

Other non-current liabilities primarily include put<br />

options granted by the Group to non controlling<br />

interests. As no specific guidance is provided by IFRS,<br />

the Group has adopted the following accounting<br />

treatment for these commitments:<br />

■ when the put option is initially granted, the present<br />

value of the strike price is recognized as a non-current<br />

liability, with a corresponding increase of goodwill;<br />

■ at each balance sheet date, the amount of the<br />

non-current liability is revised and any changes in the<br />

amount are recorded with a corresponding adjustment<br />

to goodwill;<br />

■ payments of dividends to non controlling interests<br />

result in an increase in goodwill;<br />

■ in the consolidated income statement, non-controlling<br />

interests are allocated their share in income. In the<br />

consolidated balance sheet, the share in income<br />

allocated to non controlling interests increases the<br />

other non-current liability.<br />

In the case of a fixed-price put, the liability corresponds<br />

to the present value of the strike price.<br />

In the case of a fair value or variable-price put, the<br />

liability is measured based on estimates of the fair value<br />

at the consolidated balance sheet date or contractual<br />

conditions applicable to the exercise price based on the<br />

latest available information.

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