In accordance with IFRS 10, companies in which the Group holds, whether directly or indirectly, the majority of voting rights in shareholders’ general meetings, in the boards of directors or in the equivalent management bodies, giving it the power to direct their operational and financial policies, are deemed to be controlled and are fully consolidated. To determine control, VINCI carries out an in-depth analysis of the established governance arrangements and of the rights held by other shareholders.
Where necessary, an analysis is performed in relation to instruments held by the Group or by third parties (potential voting rights, dilutive instruments, convertible instruments, etc.) that, if exercised, could alter the type of influence exerted by each party.
For some infrastructure project companies operating under public-private partnership (PPP) contracts and in which VINCI is not the only capital investor, in addition to the analysis of the governance arrangements with each partner, the Group may look at the characteristics of subcontracting contracts to check that they do not confer additional powers that could lead to a situation of de facto control. This generally concerns construction contracts and contracts to operate/maintain concession assets. An analysis is performed if a specific event takes place that may affect the level of control exerted by the Group, such as a change in an entity’s ownership structure or governance, or the exercise of a dilutive financial instrument.
In accordance with IFRS 11, the Group’s joint arrangements fall into two categories (joint operations and joint ventures) depending on the nature of the rights and obligations held by each party. Classification is generally determined by the legal form of the project vehicle.
The Group has joint control over all of these joint arrangements.
Joint operations: most joint arrangements in the VINCI Energies and VINCI Construction business lines are joint operations because of the legal form of the vehicles used. In France, for example, parties generally use sociétés en participation (SEPs) to contractualise their joint works activities. In some situations, where the facts and circumstances show that a company’s activities involve providing services to the parties to the joint arrangement, it is regarded as a joint operation even where the vehicle’s legal form does not establish transparency between the joint operators’ assets and those of the joint arrangement. In that situation, the parties have the rights to substantially all of the economic benefits associated with the company’s assets, and will settle its liabilities. Within the VINCI Group, this situation concerns certain coating plants held and used by VINCI Construction in its road infrastructure construction and renovation activities.
Joint ventures: property development joint arrangements contractualised in France in the form of SCCVs (sociétés civiles de construction-vente) are joint ventures under IFRS 11 and therefore accounted for under the equity method. The same is true of the Group’s other joint arrangements taking place through an entity with legal personality and whose production is not intended solely for the parties to the joint arrangement.
Associates are entities over which the Group exerts significant influence. They are accounted for under the equity method in accordance with IAS 28. Significant influence is presumed where the Group’s stake is more than or equal to 20%. However, it may arise where the ownership interest is lower, particularly where the Group is represented on the board of directors or any equivalent governance body, and therefore takes part in determining the entity’s operational and financial policies and strategy. This applies mainly to the Group’s stake in DEME.
The holding company that owns London Gatwick airport and those that own Mexican airport operator OMA have material non-controlling interests (49.99% and 70.01% respectively). The information required by IFRS 12 regarding non-controlling interests is provided in Note I.23.5,
“Non-controlling interests”. VINCI does not own any interest in structured entities as defined by IFRS 12.
VINCI’s consolidated financial statements include the financial statements of all companies with revenue of more than €2 million, and of companies whose revenue is below this figure but whose impact on certain of the Group’s balance sheet and income statement indicators is material.
In accordance with Regulation 2016-09 of 2 December 2016, issued by the Autorité des Normes Comptables (ANC, the French accounting standards authority), the list of companies included in the consolidation scope and shares in unconsolidated subsidiaries and affiliates is available on VINCI’s website at https://www.vinci.com/vinci.nsf/en/investors-composition-group.htm.
The preparation of financial statements in accordance with IFRSs requires estimates to be used and assumptions to be made that may affect the amounts recognised in those financial statements. Against a background of geopolitical instability, rising interest rates and high inflation, the Group has carried out an in-depth examination of these assumptions and estimates.
The estimates involved are made on a going concern basis in light of the Group’s liquidity, order book and the recovery in its business levels in almost all of its business areas. They reflect information available at the time and may be revised if the circumstances on which they were based change or if new information is obtained.
The consolidated financial statements for the period have been prepared with reference to the immediate environment, in particular as regards the estimates given below.
For revenue and income or losses on construction and service contracts, the Group applies general revenue recognition rules based on progress towards completion.
Progress towards completion and the revenue to be recognised are determined on the basis of a large number of estimates made by monitoring the work performed. Adjustments may be made to initial estimates throughout contracts and may materially affect future results.
