Environmental, social, and governance disclosure issues, fiduciary duty as it relates to investment advisers and registered broker-dealers, investor education, and money market funds are among the items on the agenda for next week, when a committee created to offer input on investor concerns to the Securities and Exchange Commission holds its next public meeting.

The SEC Investor Advisory Committee, led by AARP Financial President Richard Hisey and TIAA-CREF Head of Corporate Governance Hye-Won Choi, is set to meet May 17. The meeting will be open to the public and Webcast on the SEC’s Website. Compliance Week will provide readers with detailed coverage of the event in an upcoming edition.

According to the meeting notice, the committee’s agenda includes: Remarks on investor reaction to disclosure by behavioral economist Dan Ariely; an update on previously adopted recommendations; a briefing on a work plan on environmental, social, and governance disclosure; an update on certain issues involved in financial reform legislation; discussion of fiduciary duty in the context of investment advisers and registered broker-dealers, including a presentation by SEC staff; discussion with an expert panel on mandatory arbitration; discussion of money market funds and the issue of net asset value, including a staff presentation; and a recommendation on an investor education campaign.

The “update on certain issues involved in financial reform legislation” was put in as a placeholder as the committee awaits the outcome of negotiations on the corporate governance provisions up for grabs in the Senate financial reform legislation. In particular, the current version of the Senate bill would require all public companies to adopt a majority-vote standard, which requires a director to gain a majority of votes cast to take a seat on the board. According to published reports, an amendment offered by Sen. Tom Carper (D-Del.) seeks to strike the provision, along with a provision that would reaffirm the SEC’s authority to issue proxy access rules.

While dozens of companies have adopted majority voting, a plurality standard, under which a director could be elected by receiving just one affirmative vote, is still the default for most companies.

“If the measures fail in Congress, we will want to consider the option of acting,” says Stephen Davis, chair of the Investor as Owner Sub-committee, executive director of Yale University’s Millstein Center for Corporate Governance & Performance, and a Compliance Week columnist.

Davis’s sub-committee is mulling a recommendation that the SEC make the majority-vote standard mandatory. Another option might be a recommendation for the SEC to adopt a “comply or explain” approach where companies must adopt the majority-vote standard or explain their logic for not doing so. The SEC took that approach in a December rule that requires companies to disclose whether and why they split the roles of CEO and board chairman. Another possibility is for the SEC to direct the stock exchanges to require a majority-vote standard for listed companies, though whether it has the legal authority to do that was up in the air at the last meeting. Meanwhile, the SEC still hasn’t set a date for considering its controversial proposal on shareholder access to the proxy statement.

In February, the full committee approved two recommendations put forth by the Investor as Owner sub-committee. One recommendation calls for the SEC staff to issue interpretive guidance on Regulation Fair Disclosure, which bars executives from selectively disclosing material non-public information, to suggest ways for companies to address compliance fears about the selective disclosure of material corporate governance information in private meetings with investors. The recommendation aims to address a complaint that some companies use the rule as an excuse to avoid talking with investors.

The second recommendation, aimed at making proxy voting more transparent, asks the SEC staff to study the cost/benefit of requiring that the data in the DEF 14A proxy statement, N-PX filings for mutual fund proxy votes, and shareholder voting results reported in Form 8-K be “tagged” using a data-reporting language such as XBRL, which companies already use to tag data in their financial statements as required under an SEC rule.

Information that might be of interest for those public companies preparing to comply with the Securities and Exchange Commission’s XRBL mandate for the first time: A new white paper detailing some of the most common errors companies make related to XBRL U.S. GAAP Taxonomy rules.

Since the SEC’s mandate for companies to submit financial data tagged in XBRL became effective in June of 2009, public companies have submitted more than 1,400 financial filings containing more than 5,000 problems related to the use of the U.S. GAAP Taxonomy, according to the white paper, “Avoiding Common Errors in XBRL Creation,” published by XBRL U.S.

Some 500 of the largest U.S. companies have already had to comply with the rule, which requires companies to tag their periodic reports, and in certain cases, Form 8-Ks and 6-Ks and registration statements, in XBRL. Another 1,200 or so are scheduled to begin submitting XBRL-tagged data with their periodic statements filed on or after June 15, and the remainder of SEC registrants will comply with the rule next year. During their first year under the rule, companies only have to tag primary line items and block tag footnotes and schedules. In their second year, they have to detail tag financial data in their footnotes and schedules.

Common errors that can result in incorrect data and/or a lack of comparability between companies include using signs on values incorrectly, i.e. reporting a negative value instead of a positive, or vice versa—which the report says is the most common problem, comprising 64 percent of all errors, and reporting one fact without reporting another fact that’s required when the first one was reported, (17 percent of the errors identified), according to the white paper.

Other errors include reporting the wrong value, reporting a value when the value should be zero or not disclosed, and using a concept that’s been removed from the taxonomy. The SEC staff also shared some of its own observations on the XBRL submissions it received during a recent public education seminar.

The publication of the white paper coincides with the launch of the XBRL Consistency Suite, a set of online XBRL tools developed by XBRL U.S. Labs, the research and development arm of XBRL U.S., to help companies identify inconsistencies in their XBRL documents related to the use of the U.S. GAAP Taxonomy. The tool performs more than 6,000 tests against a company’s XBRL document and produces a report of U.S. GAAP taxonomy-specific errors made. It also includes access to a database of XBRL documents submitted to the SEC, allowing subscribers to perform analytics to see what concepts are being used by their peers and what extensions are being created. According to the Website, an annual subscription to the XBRL Consistency Suite costs $4,000 per CIK. Consistency checks can also be integrated with third-party XBRL software and services.

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.

In 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.

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.

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.

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.”

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.

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.

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.

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.