Compliance Week Podcasts …

This week’s podcast features Russ Berland of the law firm Stinson Morrison & Hecker talking about how to use new guidance from the Organization of Economic Cooperation and Development as a blueprint for better FCPA compliance programs. Hear the podcast now.

… and Compliance Week on Twitter!

You can also follow Compliance Week Editor Matt Kelly on Twitter, for the latest regulatory observations and updates. More than 2,100 followers and ranked the most influential Twitter feed on compliance!

Compliance Week LinkedIn Group

Visit the Compliance Week has a companion group on LinkedIn, where members can network and discuss the compliance and governance news of the day among themselves. Open to all, free to join.

Webcast of the Week

Risk Oversight and the New SEC Rule
Sponsored by OpenPages

Help Wanted: Ad of the Week

Chief Ethics & Compliance Officer
Submitted by Morgan Samuels

Event of the Week

Is Employee Ethics Training Mandatory?
Sponsored by ELT

Thought Leadership of the Week

Global survey into the integration of GRC
Courtesy of KPMG

The Resource Exchange

Sample Risk Acceptance Request
Submitted by Circuit City

Risk Inventory
Submitted by Cognizant Technology

Featured Databases

CEO, CFO Disclosure Certifications
CEO, CFO Certifications From 3,000 Cos.

Management Discussion & Analysis
Compare How Peers Disclose Risk

GRC Illustrated Series

The IFRS Ripple Effect
The 23rd Installment in This Exclusive Series

Compensation Survey

Compliance, Audit & Risk Compensation Survey
Empsight’s 2010 Compensation Survey is now open for participation. It is the leading source of its kind and reports on Fortune 500 and other large multinationals.

Global Integrity Survey

2009 Global Integrity Survey
Download the findings of the 2009 Global Integrity Survey, compiled by Compliance Week and sponsored by Integrity Interactive.

The Filing Cabinet

RSS
“The Filing Cabinet” is written by Melissa Klein Aguilar, a long-time business journalist who first began writing for Compliance Week in 2005. She closely follows all issues related to SEC registrants, Sarbanes-Oxley compliance, evolving securities rules, and executive compensation, among other areas. She welcomes questions, comments and statements from readers on SEC filing matters, and where appropriate she will try to address them here. She can be reached via email at Melissa@complianceweek.com.

 

March 9, 2010

SEC Adds New XBRL FAQs, More C&DI Updates

Companies and their counsel should take note: The Securities and Exchange Commission had added some new Frequently Asked Questions and updated some staff interpretations that you’ll want to take a look at.

The staff of the Office of Interactive Disclosure recently published six new FAQs related to the SEC’s Interactive Data Disclosure rules.

The new FAQs added March 4 relate to company extensions and instances.

As a reminder, the Commission has slated a March 23 public seminar to help companies and preparers comply with the XBRL reporting rules. Compliance Week will provide readers with coverage of that event in an upcoming edition.

Meanwhile, the staff of the Division of Corporation Finance has been busy updating its interpretations to address changes triggered by the new Proxy Disclosure rule that took effect at the end of February.

With the latest round of C&DIs, the staff added one new interpretation, revised two others, and withdrew six prior interpretations related to Regulation S-K to address changes in the reporting of equity awards in the Summary Compensation Table and Grants of Plan-Based Awards table under the rule.

Questions 119.04, 119.05, 119.11, 119.12, 119.15, and 120.05 were withdrawn to clean up interpretations that no longer apply because of the switch to reporting Grant Date Fair Value in the Summary Compensation Table and Grants of Plan-Based Awards Table.

The staff added new Question 119.24, which relates to when and how to report an award when the compensation committee’s right to exercise negative discretion precludes a grant date during the year in which it communicated the award terms and performance targets to the executive and in which the service inception date begins.

AlcockIn that case, the staff’s interpretation departs from strict adherence to the accounting treatment for the award to better reflect the compensation committee’s decisions, but Mary Alcock, counsel in the law firm Cleary Gottlieb Steen & Hamilton, notes that the interpretation “seems limited to a specific, and in some ways extreme, set of circumstances,” since negative discretion isn’t often used in the context of equity awards.

The staff also revised Question 119.16 and Interpretation 220.01.

As previously noted, the interpretations follow other updates to reflect the new rule, as reported  here, here, and here.

Posted by: maguilar @ 10:38 am

Filed under: Compliance & Disclosure Interpretations, Corporation Finance, XBRL, staff guidance

 

March 1, 2010

XBRL International, SEC Seeking Input on XBRL

For those with an interest in Extensible Business Reporting Language, or XBRL, two groups are currently seeking public input related to the standard.

XBRL International Inc., the global consortium responsible for development and promotion of the business reporting standard, is seeking public comment on the future business requirements and technical roadmap for XBRL.

The group is seeking feedback on a discussion document published by the XBRL Standards Board, which is responsible for managing the technical development of XBRL, to help determine the consortium’s technical goals over the next five to 10 years.

The 28-page document, “XBRL: Towards a Diverse Ecosystem“ through March 19, seeks feedback on proposals focusing on three areas: Ease of use for developers; enabling information comparability around the world, and simplifying the use of XBRL data for analysis systems.

The discussion document includes dozens of questions for developers and users seeking comment on a number of issues, such as comparability across taxonomies and current challenges facing XBRL. Commenters can also respond via an online survey.

“The Discussion Document is one of the ways in which we are engaging the marketplace on the future business and technology requirements of the XBRL technology,” says Anthony Fragnito, CEO of XBRL International, Inc. In order to reach a broad audience, Fragnito says XII is also conducting Webinars on the discussion document.

John Turner, outgoing Chair of the XBRL Standards Board, says XII is now seeking to facilitate XBRL’s further adoption “inside the enterprise, as well as within other areas of the private and public sectors that rely on business reporting of all kinds.”

Meanwhile, the Securities and Exchange Commission is also seeking input for an upcoming public seminar to help companies and preparers comply with its XBRL reporting rules.

The March 23 seminar will help answer frequently asked questions about the rules and technology requirements. According to the SEC announcement, the staff will provide an overview of the XBRL taxonomy—the list of tags associated with Generally Accepted Accounting Principles, discuss the role of the Financial Accounting Foundation in maintaining that taxonomy, and provide guidance on other tools and information available to help with compliance.

Suggestions on questions and topics to be discussed at the seminar can be submitted by e-mailing Ask-OID@sec.gov with the words “Public Education Seminar” in the subject line.

The event will take place at the SEC’s Washington D.C. headquarters and will be Webcast on the SEC Website.

Posted by: maguilar @ 2:08 pm

Filed under: XBRL

 

January 25, 2010

Poll Sheds Light on How Cos. Are Coping With XBRL

Public companies preparing to comply with the mandate to tag their financials in XBRL may have their work cut out for them initially, but it gets easier the second time around, according to recent survey of more than 200 public company executives.

An SEC rule that took effect last year already requires the largest 500 U.S. public companies to file their financial statements tagged in XBRL. Another 1,200 large filers must start complying with the mandate for their periodic reports filed after June 15, 2010, and all other domestic and foreign registrants will follow suit next year.

In a joint survey by XBRL U.S. and the American Institute of Certified Public Accountants, the majority of executives polled (57 percent) said the prep took more than 120 hours, when factoring in all of the legwork for their first submission, including getting educated about XBRL and the Securities and Exchange Commission mandate, choosing a vendor or software, etc.

However, respondents reported that prep time for those XBRL submissions decreased dramatically after the first filing. Nearly two-thirds (64 percent) of those that have already filed a second time around said it took less than 40 hours. Most of those polled (45 percent) said it was “significantly easier” to prepare and submit the XBRL documents the second time, and another 27 percent said it was “somewhat easier.”

Most respondents from organizations that have already submitted XBRL-formatted financial statements say their firms have outsourced at least part of the process, according to the survey results. Thirty-nine percent said their company created and submitted XBRL files using internal staff and a software tool; 31 percent outsourced the entire process, including mapping, tagging, instance document creation. and submission, to a third-party service provider, while 16 percent did the mapping internally, but outsourced the tagging, instance document creation. and submission. Another 8 percent said their company created and submitted XBRL files using hired consultants/advisers and a software tool and 6 percent said the company created/submitted XBRL files using internal staff and a third party developed taxonomy and software.

Among those respondents who haven’t yet submitted XBRL-tagged financials, more than half (56 percent) say their company plans to outsource it to a service provider. Roughly a quarter (24 percent) plan to do the XBRL in-house, while the remaining 20 percent weren’t sure.

Those who’ve already done XBRL tagging most commonly cited detailed footnote tagging (21 percent) as their major concern. Other worries included: increasing efficiencies in preparation and submission (14 percent), ongoing cost and difficulty of XBRL creation and submission (12 percent), risk/liability for having the same financials available to the public in two different formats (8 percent); how to better define and control the process (7 percent), and developments regarding auditors’ responsibility for XBRL formatted financial statements and not being able to use a grace period in subsequent filings, each cited by 5 percent of those polled.

Meanwhile, new filers most often cited insufficient resources as their biggest concern (35 percent), followed by a need to get educated (28 percent), the cost/benefit proposition (14 percent), and the availability of help and support services (11 percent).

Full results are available here.

Posted by: maguilar @ 4:18 pm

Filed under: XBRL

 

October 1, 2009

XBRL Update: Corp. Actions, Taxonomy Addendum, More

It’s been busy in the interactive data arena for the last few weeks. Here’s an update of the latest XBRL-related news.

Efforts to improve the processing of corporate actions data in the U.S. by tagging those actions using XBRL are under way, with the creation of a stakeholder group to represent the needs of the corporate actions reporting and processing supply chain.

As Compliance Week reported, the Issuer to Investor: Corporate Actions initiative, launched in May by XBRL U.S., the Depository Trust & Clearing Corp. and the Society for Worldwide Interbank Financial Telecommunication, seeks to standardize the disclosure of U.S. corporate actions such as mergers, reorganizations, and similar transactions by tagging them using XBRL.

The groups contend that standardizing corporate actions using XBRL would reduce the risk of errors in communications on corporate actions, bring benefits such as fewer delays, lower costs, and better transparency.

Currently, issuers disseminate information on corporate actions to numerous intermediaries, such as investment managers, broker-dealers, financial custodians and others, who repeatedly interpret and re-enter the data, which the groups say leaves the process prone to errors that drive up costs for investors.

The U.S. Issuer to Investor Stakeholder Group will be divided into three subgroups—Issuers, Intermediaries, and Investors—that will provide input, make recommendations, and help articulate the pros and cons for electronically capturing data directly from issuers and their agents in a standardized format when a corporate action is announced. The task force groups will also provide input to the current process and determine what changes would be required if issuers produced corporate actions messages in XBRL format aligned with ISO 20022.

Issuers are represented by AGL Resources, Duke Energy, ENGlobal, Pfizer, and United Technologies, and by issuer agents including Merrill Corp., NYSE Euronext, and PR Newswire. Financial intermediaries are represented by DTCC and other custodians and broker dealers. Investors are represented by AllianceBernstein, Goldman Sachs Asset Management, State Street Global Advisors, T. Rowe Price, and Vanguard. The National Investor Relations Institute will observe.

XBRL U.S. is collaborating with DTCC and SWIFT to develop a taxonomy of terms based on the ISO 20022 repository elements that companies can use to “tag” those transactions so important pieces of information can be identified throughout the entire deal.

XBRL U.S. spokeswoman Lynne Hasluck says XBRL U.S. plans to release the full taxonomy for corporate actions for public review some time during the first quarter of 2010.

Meanwhile XBRL U.S. has also published a U.S. GAAP Taxonomy 2009 Addendum-1 containing more than 200 new elements to reflect new Financial Accounting Standards Board accounting standard changes issued since Dec. 31, 2008.

The addendum only incorporates new standards deemed critical for companies preparing financial statements before the U.S. GAAP Taxonomy 2010 is published so that issuers that need to use the new pronouncements don’t have to create new extensions and companies using the new standards all use the same element. When opened, the addendum imports the U.S. GAAP Taxonomy 2009.

Visitors can review and comment on the new elements through the XBRL U.S. Review tool.

Finally, XBRL U.S. has launched XBRL U.S. Labs to conduct research in conjunction with private and public sector partners to advance open XML standards and harmonize XBRL financial and business reporting taxonomies with other XML messaging standards.

According to the press release, XBRL U.S. Labs will be led by XBRL U.S. Chief Standards Officer Campbell Pryde with a staff of five professionals.

XBRL U.S. President and Chief Executive Mark Bolgiano said the aim is to make XBRL U.S. Labs “a fulcrum to move industry and government toward a future that has significantly higher levels of information quality, consistency, and transparency in the United States.”

Posted by: maguilar @ 10:43 am

Filed under: XBRL

 

June 26, 2009

XBRL Guidance for Internal Audit Available

New guidance is available for internal auditors on their potential role in helping their organizations transition to filing financial statements in XBRL.

A free whitepaper published by The Institute of Internal Auditors Research Foundation, “XBRL: What’s in it for Internal Auditors,” provides an overview of XBRL and the Securities and Exchange Commission’s filing requirements for public companies, approaches to implementation, and an overview of how internal auditors can be involved in the adoption of the reporting format.

While management has overall responsibility for ensuring the accuracy of financial statements produced in XBRL, internal auditors can help management implement XBRL and provide objective assurance on the XBRL adoption and conversion processes, according to the report.

The research also cites opportunities for internal auditors to use XBRL to add value throughout the compliance and reporting process, including: enabling them to move from statistical testing to testing 100 percent of relevant data and creating conditions for the transition to a continuous auditing model; allowing for a reduction or elimination of manual intervention and greater ability to apply centralized and standardized business rules, reducing the level of overall risk; providing a way to operate on a standardized data model and offering controls and analytics that can be easily and consistently shared and offering a standardized “shareable” internal audit program.

Posted by: maguilar @ 10:26 am

Filed under: XBRL

 

June 2, 2009

Commission Posts XBRL FAQs

As part of efforts to help companies and preparers comply with new rules that require financial reports to be filed using XBRL, the staff of the Securities and Exchange Commission has posted frequently asked questions regarding the interactive data program.

As first noted on FEI’s Financial Reporting Blog, the FAQs represent the views of the staff of the Office of Interactive Disclosure.

As reported earlier, the staff of the Division of Corporation Finance also posted several Compliance and Disclosure Interpretations related to the interactive data rule.

The 34 questions address issues related to validation, rendering, standard taxonomies, and company extensions and instances.

The SEC has also slated a public seminar on June 10 to help companies prepare for the new rule. CW will provide readers full coverage of that event.

Posted by: maguilar @ 10:11 am

Filed under: XBRL

 

June 1, 2009

New Staff Interpretations on XBRL, Reg S-T, More

The staff of the Securities and Exchange Commission Division of Corporation Finance has posted a slew of new Compliance and Disclosure Interpretations, including several related to its new XBRL mandate.

While the C&DIs related to the SEC’s interactive data rule are published in, and numbered in accordance with, the C&DIs for the section, rule, or form for which it provides an interpretation, the staff compiled them all into one document for convenience.

The staff also added C&DIs related to Regulation S-T and updated some interpretations related to Regulation S-K and Exchange Act Form 8-K.

Among other things, the Interactive Data C&DIs clarify that issuers that file Exchange Act reports on a voluntary basis—or example, because its Section 15(d) filing obligation is suspended—must still comply with the interactive data requirements. The issuer would be included in the group of filers required to comply with the XBRL requirements beginning with the first Form 10-Q, 20-F, or 40-F for a fiscal period ending on or after June 15, 2011.

They also clarify that filers can’t rely on Exchange Act Rule 12b-25 to extend the due date of an Interactive Data File. Filers that are unable to submit or post Interactive Data Files when required must comply with the hardship exemption requirements of either Rule 201 or Rule 202 of Regulation S-T. However, filers that are unable to file their traditional format financial statements by the prescribed due date—but qualify for the additional time under Rule 12b-25 and file their traditional format financial statements within that time—wouldn’t be required to submit and post their interactive data until the traditional format financial statements are filed.

Posted by: maguilar @ 2:05 pm

Filed under: Compliance & Disclosure Interpretations, Corporation Finance, XBRL

 

May 19, 2009

SEC Holds Seminar on XBRL Reporting Requirements

For those who still aren’t ready for the XBRL reporting mandate, the Securities and Exchange Commission has announced a public seminar on June 10 to help companies and preparers comply with new rules that require financial reports to be filed using XBRL.

The Commission staff will present information about the technology requirements for complying with the rules and will also provide an overview of the tools and information provided by the SEC to assist with compliance, according to the SEC press release.

Under the SEC’s final rule, public companies with a worldwide public float of $5 billion or higher required to comply with the mandate starting with their June 15, 2009, quarter. Other large accelerated filers must comply starting with their June 15, 2010, quarter, and all other public companies and foreign private issuers have to comply starting with their June 15, 2011, fiscal quarter.

The seminar will also cover frequently asked questions about the rules and technology requirements. As such, the staff is seeking suggested questions and topics to be discussed at the seminar. Interested parties can e-mail questions to Ask-OID@sec.gov with “Public Education Seminar” as the subject line.

The event, which will be held at the SEC’s headquarters, is open to the public with seating on a first-come, first-served basis and will be Webcast on the SEC Website.

Posted by: maguilar @ 10:23 am

Filed under: XBRL

 

April 29, 2009

Reminder: XBRL Rule Requires Changes in Q and K Filings

Reminder: The form requirements for Form 10-Q and Form 10-K have been tweaked in connection with the adoption of the Securities and Exchange Commission rule requiring the submission of financial statements tagged using XBRL.

With the XBRL rule in effect as of April 13, the following paragraph is now required to be included on the cover page of both forms, beginning with the next Form 10-Q or Form 10-K filing, immediately following the paragraph addressing whether the registrant is current in its periodic reporting:

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files); this is followed by Yes and No check boxes.

The SEC staff has indicated that the Yes and No boxes should be left unchecked until the registrant is subject to the XBRL rules, Schulte Roth & Zabel attorneys Michael Littenberg and Farzad Damania note in their April 23 alert. So companies that don’t file an XBRL exhibit because they’re not yet required to do so should not check either box. Similarly, Littenberg and Damania note that registrants that elect to file an XBRL exhibit before its required phase-in date shouldn’t check either box.

For most registrants, this is their first brush with XBRL from a compliance standpoint, says Littenberg. This form requirement is of a minor, technical nature, but it underscores that XBRL is coming and that registrants in many cases need to start planning for XBRL adoption.

Under the SEC’s XBRL mandate, roughly 500 of the largest domestic public companies—those with a worldwide public float of $5 billion or higher—must submit XBRL-formatted financial statements starting with their June 15, 2009, quarter. All other large accelerated filers must comply starting with their June 15, 2010, fiscal quarter, and all remaining public companies and foreign private issuers have to comply starting with their June 15, 2011, fiscal quarter.

As reported previously, XBRL U.S. has published an updated version of the U.S. Generally Accepted Accounting Principles Taxonomies, the digital dictionary companies will need to tag their financial statements in XBRL. The new release reflects industry changes and pronouncements by the Financial Accounting Standards Board incorporated since the 2008 release.

Posted by: maguilar @ 2:47 pm

Filed under: XBRL

 

April 23, 2009

Updated U.S. GAAP Taxonomies Published

Just in time for the pending Securities and Exchange Commission mandate, an updated version of the digital dictionary companies will need to tag their financial statements in XBRL has been published.

XBRL US, the non-profit group responsible for maintaining the U.S. Generally Accepted Accounting Principles Taxonomies under contract with the SEC, has posted the 2009 release of the taxonomies.

The new release reflects industry changes and pronouncements by the Financial Accounting Standards Board incorporated since the 2008 release. The taxonomies will be updated annually.

Under the SEC’s XBRL mandate, roughly 500 of the largest domestic public companies—those with a worldwide public float of $5 billion or higher—must start submitting XBRL-formatted financial statements with their June 15, 2009, quarter. All other large accelerated filers must comply starting with their June 15, 2010, fiscal quarter, and all other public companies and foreign private issuers will comply starting with their June 15, 2011, fiscal quarter.

FASB pronouncements incorporated since the 2008 release include FAS No. 141 (R), Business Combinations; FAS No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51; FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133; and FAS No. 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60.

The taxonomies can be downloaded at http://xbrl.us/Pages/US-GAAP.aspx.

Posted by: maguilar @ 12:54 pm

Filed under: XBRL
Next (Older) »