Financial statements I Notes to the consolidated financial statements continued
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have
been applied consistently by HEINEKEN entities.
(a) Basis of consolidation
(i) Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred
to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing
control, the Group takes into consideration potential voting rights that currently are exercisable.
The Group measures goodwill at the acquisition date as the fair value of the consideration transferred plus the fair value of any previously-held equity
interest in the acquiree and the recognised amount of any non-controlling interests in the acquiree, less the net recognised amount (generally fair
value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately
in profit or loss.
The consideration transferred does not includes amounts related to the settlement of pre-existing relationships. Such amounts are generally
recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with
a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is
not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent considerations
are recognised in profit or loss.
(ii) Acquisitions of non-controlling interests
Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill
is recognised as a result. Adjustments to non-controlling interests arising from transactions that do not involve the loss of control are based
on a proportionate amount of the net assets of the subsidiary.
Subsidiaries are entities controlled by HEINEKEN. Control exists when HEINEKEN has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable or
convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that
control commences until the date that control ceases. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by HEINEKEN. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests
even if doing so causes the non-controlling interests to have a deficit balance.
(iv) Special Purpose Entities (SPEs)
An SPE is consolidated if, based on an evaluation of the substance of its relationship with HEINEKEN and the SPE's risks and rewards, H EINEKEN
concludes that it controls the SPE. SPEs controlled by HEINEKEN were established under terms that impose strict limitations on the decision-making
powers of the SPE's management and that result in H EINEKEN receiving the majority of the benefits related to the SPE's operations and net assets,
being exposed to the majority of risks incident to the SPE's activities, and retaining the majority of the residual or ownership risks related to the SPEs
or their assets.
(v) Loss of control
Upon the loss of control, HEINEKEN derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components
of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If HEINEKEN retains any interest
in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-
accounted investee or as an available-for-sale financial asset depending on the level of influence retained.
Heineken N.V. Annual Report 2011