SEC No Action Letter

Written by Hitachi Staff
Posted on May 18, 2011 Comments
May 18, 2011 | General | Barron King

With no approved taxonomy for IFRS, the Securities and Exchange Commission may be giving IFRS filers in the United States some additional time to complete their first XBRL submissions.

The SEC has published a “no action letter” saying it will not take action against foreign private issuers who do not submit their financial statements in XBRL in 2011 because the SEC has yet to adopt an IFRS taxonomy. FPIs are due to complete their first XBRL submissions with their first filing after June 15, 2011. For most FPIs, that means their first year-end financial statements, since IFRS filers often do not produce quarterly reports.

The IFRS Foundation, which is in charge of developing the IFRS taxonomy, finalized a 2011 taxonomy in late March, but the SEC has not yet approved the taxonomy for use in completing SEC-compliant XBRL submissions. The SEC apparently is concerned the taxonomy isn’t detailed enough – meaning it doesn’t provide enough tags – to suit its needs. The IFRS Foundation says it is working on developing some supplementary tags that would reflect disclosures that are commonly reported by IFRS filers.

With the largest GAAP filers now entering their third year of XBRL submissions, the SEC has made some noise about tagging and extensions. In the earliest wave of GAAP XBRL filings, the SEC waded through quite a few more extensions than it expected. The SEC tasked the Financial Accounting Standards Board with producing more tags in the GAAP taxonomy, and it instructed companies to make better use of the tags that were available. The idea was to get more data into the detailed tags to keep the data inside the XBRL guardrails, rather than allowing so much information to seep into incomparable customized extensions.

So learning from that experience, the SEC is applying some pressure to the IFRS Foundation to make sure the earliest XBRL submissions for IFRS filers don’t follow the same pattern. Apparently, the SEC is willing to wait for a more detailed taxonomy rather than force the first round of XBRL submissions in IFRS and face another sea of extensions.

The no action letter is a bit toothless, though, because it doesn’t really say anything FPIs don’t already know. The letter doesn’t say the SEC is excusing companies from the XBRL requirement; it only says they won’t be expected to submit in XBRL until the SEC approves a taxonomy. FPIs already know they can’t make XBRL submissions without an SEC-approved taxonomy. And they know the SEC can’t really club them for not complying with the rules if it hasn’t given them the tools they need to comply.

So the waiting begins for FPI filers. Wait for a taxonomy, and wait for the SEC to approve it or to defer the effective date for XBRL submissions.

 

Interview with Tony Fragnito, CEO, XBRL International

Written by Vinod Kashyap
Posted on May 12, 2011 Comments
May 12, 2011 | General | Barron King

Q – After the SEC’s XBRL mandate for all listed companies in USA, we are seeing an improved pace of adoption by regulators around the world. But this is for complying with the regulatory requirements. Will the companies adopt XBRL for regulatory compliance only or do you think they will implement XBRL into the entire information system? How do you see the future of XBRL?

A – I see regulatory frameworks as a main driver of XBRL adoption for the next several years. As companies around the world become more aware of the benefits of implementing XBRL into their internal systems I predict an increasing number of companies both adopting and consuming XBRL for benchmarking, performance improvement, internal process improvements and analytics.

Q – XBRL is the de-facto standard for financial reporting and is gaining popularity as a standard for non-financial reporting (ESG data) also. What is the future of XBRL for non-financial reporting and Integrated Reporting?

A – Global Reporting Initiatives (GRI), along with several other non-financial information standards, have selected XBRL as the format standard for their reporting standards. GRI has already released its G3 Taxonomy for reporting of ESG data and is working on G4 Taxonomy. As many countries are adopting XBRL, people around the world have started chanting about Integrated Reporting. Harvard Business Review has published “The Landscape of Integrated Reporting.” Accountability shall be presenting the framework for Integrated Reporting at the meeting of G 20 nations in Nov 2011. I see a clear trend of adoption of XBRL as a standard for financial & non-financial reporting purpose and this will set the pace for XBRL as the standard for Integrated Reporting in future.

Q – Today, there is no regulatory requirement of assurance on XBRL instances. However, it is expected that XBRL instances may require audit assurance in the future. What are your thoughts on the future of XBRL Assurance?

A – True, today there are few regulatory requirement of assurance on XBRL instances. The current SEC rule for XBRL filings carries limited liability on XBRL instances for the first two years only. While the SEC and PCOAB have been silent about the long-term position on assurance for XBRL, I predict the topic will gain increasing attention as XBRL data become more integrated into investment and analytic models. The global assurance community is working on this topic and I expect them to come out with guidance on XBRL Assurance in the coming  months.

Q – Now that Phase – I of XBRL filings with SEC is already over wherein the top 500 companies have already submitted financial data on XBRL under SEC rule and another 5,000 companies have started submitting their financial data on XBRL from Jan 1, 2011, so there is enough interactive data available for analysis and comparison purpose. Will this set the pace for Analytical Tools for comparison & analysis purposes? Do you see companies coming out with Analytical Tools? Do you see more demand for XBRL coming up from Investment Analysts?

A – Yes, although only the Top 500 companies have submitted data on XBRL under SEC rule there will quickly be enough data for testing and production use of Tools for analysis and comparison purpose. Some companies have already come out with Analytical Tools and we can expect more companies coming out with such Tools. As more and more companies submit their financial data in XBRL and larger amounts and periods of data are available the demand for Analytical Tools for Investor Analysts will increase.

Q – XBRL experts are in short supply all over the world today. How can we bridge the gap between the availability of trained manpower and requirement?

A – There is an emergent need for training and education on XBRL. I think XII and the various national accounting bodies around the world are playing an important role in this area by educating our members on XBRL. XII is actively developing a Foundational Certificate Course on XBRL. This will help bridge the gap between the availability of trained manpower and the growing demand of XBRL trained people.

Q – How can XBRL be made more popular?

A – Through continued education about the process benefits of XBRL adoption, greater support for those adopting XBRL and fostering an innovative tool and services community to support XBRL projects and data consumption.

Q – Aberdeen Group has come out with the first Research Report on XBRL titled “Enabling Compliance and Business Improvements through XBRL”. What are your thoughts on this Research Report? How will it affect the market?

A – I think they have done a good job in compiling the information on present and future trends on XBRL adoption by companies. I think the most important finding in this report identify that companies that adopt XBRL internally are the top performers in their industries. I think these findings speak volumes. ***

Should XBRL Be Mandated?

Written by Gianluca Garbellotto
Posted on May 9, 2011 Comments
May 9, 2011 | General | Barron King

The short answer is not necessarily, but more importantly not only.

Whether the use of XBRL for compliance should be mandatory is increasingly a subject of worldwide discussion. XBRL can just be one of the many options available to businesses for e-filing so that the market can choose to adopt it or not – the Standard Business Reporting (SBR) model in The Netherlands and Australia is an example of this approach. The mandatory option is more common. Two highly visible examples include the Securities and Exchange Commission mandate in the United States and the recent HM (Her Majesty's) Revenue & Customs mandate in the United Kingdom.

To what extent is it possible to prove the benefits of this technology to businesses and other producers of data so that they would use XBRL voluntarily? This topic is extremely relevant for voluntary programs. It is not only about how good or useful the technology or the programs that are based on it is but also about justifying the significant investments that are necessary to set them up and maintain them on the government side.

It would be a mistake to think that demonstrating value in the use of XBRL for data producers is not a key concern also for mandatory programs. The benefits of XBRL for the regulated community are always part of the business case; however, the benefits identified are only the most immediate ones, almost exclusively focused on the data consumption side.

Transparency and comparability of financial information are obviously significant benefits not only for regulators and analysts but also for the broader business community. In general, companies are starting to realize that XBRL is especially effective in achieving those benefits, as opposed to other ways of providing the same information.

Still, the benefits for data producers must be more immediately relevant and meaningful in practical ways to get them excited or even lukewarm. They must see ways in which XBRL can improve their day-to-day operations, or they will continue to see XBRL as just overhead, an additional format in which financial reports can be printed, which brings no more value than doing the same in a Word document or PDF file.

So the real question is: whether XBRL is mandatory or not, when dealing with a domain such as financial reporting, which is objectively complex, and with a technology that is as simple as the domain that it represents, but not simpler (Albert Einstein will forgive me for this adaptation of his thoughts), how do you help businesses become aware of the real benefits enabled by an effective and widely adopted standard for business and financial information, beyond the obvious and mandatory benefits? ...More

One (f)or All, XBRL and the Dutch Model

Written by Paul Snijders
Posted on May 4, 2011 Comments
May 4, 2011 | General | Barron King

We all know where “one for all” came from. Some say it could apply to the Dutch implementation model for business reporting. If that’s true, then why does the title imply  “One or all”?

In some cases or countries, the implementation of XBRL starts by building a single purpose taxonomy. In most cases, it’s based on a GAAP; annual accounts for financial filing. This method works, and can be implemented quite fast. In some cases, it even replaces an existing format or reporting standard.

In Holland, the XBRL implementation project started with a very wide and long-term vision. To investigate all reporting duties of all entities and develop a single taxonomy framework that covers them all. Instead of one that only covers a single report.

What’s the benefit?

The process of getting to the Dutch model was fully based on public (government) and private partnership. All parties involved worked intensively to investigate the reporting tasks in detail, element by element. The first draft taxonomy of over 13,000 elements was harmonized and normalized.  Meaning, all elements used by multiple regulators or different reports; they were  ‘undoubled’. All elements that were given the underlying legislation or a similar element could be used were removed. The bonus presented by the legislator/government was that any place where the laws needed to be changed to harmonize the elements even more, they would be. The 13,000 elements are now reduced to under 4,000 elements, a reduction of over 70 percent; reducing administrative burden. For the XBRL techies, the government assigned the project to make one taxonomy architecture to be adopted by all regulators. The architecture excels in maintainability, reusability and clearness for the user. The layers of the architecture mainly are the so-called GEN base (Generic Elements Netherlands). The GEN-base contains all elements used by multiple regulators; a domain layer (the place where each regulator store regulator specific elements), the form sets (reusable structures) and the report layer (the entry point for the users). A report combines the reusable form sets, which import the elements from the domains and GEN-base. The NT (Netherlands Taxonomy) covers over 30 reporting duties, where the entities can collect the needed data all at once, maintain one single mapping file, and comply to all duties. One (dataset) for all.

But there is more one-for-all. In the past, different regulators maintained their own communication protocols and summit processes. That also is harmonized in the Dutch case. All regulators use the same process infrastructure and same authentication methods. So the companies and software providers have one holistic taxonomy framework covering all reporting duties. Companies can use a single infrastructure as a communication mechanism, and use the principle ‘collect once and report many times’.

Is there a benefit for all entities? Yes, much less reporting elements: from 13,000 to less than 4,000, harmonized and thus reduced legislation across multiple regulators, and one single infrastructure. Does that remove over multi-million euro in administrative burden? Not yet, but in the long run, covering a million plus companies, it will.

Are there arguments against this one-for-all approach?

Sure there are. Implementing XBRL with a single purpose taxonomy allows other regulators to keep their own formats in place, and as such, XBRL will be an extra format and an additional burden. Working on the one-for-all approach takes much more time. However, replacing all regulator specific infrastructures and communication mechanisms of multiple regulators into one complete countrywide approach will be difficult due to the “if it’s not broken, don’t fix it” attitude of many. Furthermore, it’s hard to get multiple big gorilla regulators to agree on anything that is also to the benefit of small potato regulators.

My observation is that it was the vision of one minister of Justice of the Dutch government to put the finger in the dam of administrative reporting burden and the guts of a few individuals to put their heads on the block to take the challenge. Did they succeed? YES THEY DID. The government now has XBRL on the ‘comply or explain’ list for government projects. They will make XBRL the exclusive system-to-system technology for all companies in the Netherlands, which will only use XBRL for all reports to the regulators. Now that all of the groundwork is done, other regulators can start to join the club and investigate or implement XBRL for their own sector.

Was it worth effort and the waiting? I think so.