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XBRL Update Mandatory Electronic Financial Reporting ICAI, 22 April 2009

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January 30, 2009 SEC issued its final rules. Provisions of the Final Rules ... will not apply to any interactive data file submitted after October 31, 2014 ... – PowerPoint PPT presentation

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Title: XBRL Update Mandatory Electronic Financial Reporting ICAI, 22 April 2009


1
XBRL Update Mandatory Electronic Financial
ReportingICAI, 22 April 2009
  • Richard Day, Theresa Fitzpatrick, Conor OKelly

2
Agenda
  • Introduction and BRIL
  • International Developments, Conor OKelly
  • Companies Registration Office, Theresa
    Fitzpatrick
  • SEC Filing and IFRS, Richard Day

3
Introduction and BRIL
  • Business Reporting Ireland Limited
  • Members
  • Objectives
  • Taxonomies
  • International Participation
  • Support
  • Financial Regulation
  • www.xbrl-ie.org
  • conference.xbrl.org

4
International Developments
  • Conor O'Kelly FCA has served two terms as 1st
    Vice Chairman of XBRL International and a member
    of the XBRL International Board of Directors. He
    is the past Chairman of XBRL Europe, the
    consortium of European XBRL Members, past Chair
    of XBRL Ireland and represents Ireland on the
    International Steering Committee of XBRL
    International. He is a Fellow of the Institute of
    Chartered Accountants in Ireland with an MSc in
    IT Management . He has twelve years background in
    global IT managed services outsourcing, global
    project management and strategic IT business
    planning with Hewlett Packard and Ericsson. Conor
    is a past member of Council of the Institute of
    Chartered Accountants in Ireland.

5
Companies Registration Office
  • Theresa Fitzpatrick, Assistant Registrar of
    Companies has been on the XBRL Steering Committee
    since January 2003 and has responsibility for
    electronic filing in the Companies Registration
    Office. Theresa's presentation will cover the CRO
    pilot project for the filing of XBRL statutory
    financial statements, the impetus for its
    implementation, current state of play and future
    plans.

6
SEC Filing
  • What is XBRL?
  • Overview of the SEC mandate
  • Key implementation considerations
  • Potential benefits beyond compliance
  • Implementation plan what to do next
  • Where to obtain more information

7
What is XBRL?
  • Standardized computer readable" language
    designed to
  • enhance the electronic communication of business
    information
  • International standard
  • Important initiative at SEC
  • Upgrade of EDGAR (IDEA)
  • Enabler for investors and other users
  • Effectiveness and efficiency driver

8
Anatomy of an XBRL Tag(Obligatory XBRL Slide)
9
Overview of SEC Mandate
  • SEC Rulemaking Actions
  • May 30, 2008 SEC proposed its XBRL rules
  • December 17, 2008 SEC voted to adopt final
    rules
  • January 30, 2009 SEC issued its final rules
  • Provisions of the Final Rules
  • Which companies are required to comply?
  • When will the new rules first apply?
  • Which forms are included in the mandate?
  • What financial information needs to be tagged?
  • When is the interactive data due?
  • What are the liability provisions in the final
    rules?

10
Companies Subject to Mandate and Timing
11
Companies Subject to Mandate and Timing -
continued
12
Companies Subject to Mandate and Timing -
continued
13
Forms Required to be Tagged
  • Interactive data exhibits required for
  • Quarterly, annual, and transition reports
  • Forms 8-K or 6-K that contain revised or updated
    financial statements
  • Restatements
  • Securities Act registration statements (not IPOs)

14
Financial Information Required to be Tagged
  • Face of financial statements (all periods
    presented)
  • Financial statement footnote transitional
    provisions
  • Year 1 - Block tagging of footnotes and
    financial statement schedules is permitted
  • Year 2 and beyond - Footnote tagging must
    include
  • Each significant accounting policy
  • Each table within a footnote
  • Each quantitative amount within a footnote
  • Tagging of additional narrative footnote
    disclosures is permitted but not required
  • MDA, executive compensation, or other financial,
    statistical or narrative disclosure outside the
    financials is not permitted to be tagged
  • Requirements are intended to be "disclosure
    neutral"

15
When is the data due?
  • Timing and Grace Periods
  • Exhibit is generally required to be submitted
    concurrently with related filings with two
    exceptions
  • 1. First XBRL exhibit is due no later than 30
    days subsequent to the filing to which it relates
  • 2. First XBRL exhibit with detailed footnote
    tagging due no later than 30 days subsequent to
    the filing to which it relates
  • Corporate Website Posting Requirements
  • Required to be posted on companys corporate
    website by end of the calendar day submitted or
    required to be submitted to the SEC
  • Required to remain on website for at least 12
    months
  • Implications of Late Submission / Posting

16
What are the liability provisions in the final
rules?
  • Reliability and Federal Securities Laws
  • SEC expectations regarding accuracy and
    reliability
  • Modified Liability Provisions
  • Interactive data submitted within 24 months of
    first required submission are subject to limited
    liability under federal securities laws
    (e.g.furnished not filed)
  • XBRL exhibit falls within disclosure controls and
    procedures but is excluded from officer
    certifications
  • Modified liability provisions will not apply to
    any interactive data file submitted after October
    31, 2014
  • Final rules do not address liability provisions
    for 'viewable interactive data' as displayed
    through software available on the Commissions
    website

17
Key Implementation Considerations
  • Process implications
  • Outsourcing and software
  • Mapping of financial statements, including for
    company-specific extensions
  • Preparation and review processes

18
Adoption alternatives
  • Bolt-on
  • Used by virtually all VFP participants
  • Can be an outsourced or in-house approach
  • XBRL can be adopted at the consolidated reporting
    level for purposes of compliance
  • Embedded
  • Maximizes potential benefits of XBRL to preparers
    and internal and external users
  • Requires assessment of information needs and
    provides an opportunity to drive efficiency in
    current reporting processes
  • Some companies are mapping the XBRL taxonomies
    within their report writers and leveraging the
    information structures to automate current manual
    processes

19
Other considerations
  • Outsourcing partner
  • Software
  • Preparation and review processes
  • Company-specific extensions
  • Assurance considerations
  • Integrated audit considerations

20
Potential Benefits beyond Compliance
  • may include
  • Drive effectiveness and efficiency in the closing
    process
  • Enables contextual review of draft documents
  • Automate current manual assembly and aggregation
    process steps
  • Access to detailed transactions and ledger
    information
  • Facilitate IFRS convergence information
    requirements
  • Standardise access to acquired company
    information in a post merger situation
  • Ability to enable controls to be defined in a
    standardised manner and applied across disparate
    ERP applications

21
What to do next yet?
  • Get up-to-speed
  • Establish internal team and train those resources
  • Develop a plan
  • Consider the financial reporting process
    implications of concurrent submission and
    corporate website posting
  • Select software and/or outside service provider
  • Preliminary map financial statements to
    selected standard taxonomies
  • Assess tagging of company's financial statements,
    including potential company-specific extensions
  • Design and establish preparation and review
    processes and internal controls
  • Consider auditor involvement

22
Additional Information and Resources
  • The SEC Final Rule, Interactive Data to Improve
    Financial Reporting www.sec.gov/rules/final/2009/
    33-9002.pdf
  • XBRL www.xbrl.org and www.xbrl.us
  • US GAAP Taxonomy Preparer's Guide
    www.xbrl.us/Documents/PreparersGuide.pdf
  • SEC Previewer https//ideapreview.sec.gov/preview
    er/
  • EDGAR Filer Manual www.sec.gov/info/edgar.shtml
  • EDGAR Standard Taxonomies http//sec.gov/info/edg
    ar/edgartaxonomies.shtml
  • Interactive Data Electronic Applications (IDEA)
    http//idea.sec.gov/
  • SEC Spotlight on Tagged Data and XBRL Initiatives
    for EDGAR Filings www.sec.gov/spotlight/xbrl.shtm
    l
  • 21st Century Initiative www.sec.gov/spotlight/dis
    closureinitiative.shtml
  • Public Validation Criteria www.sec.gov/spotlight/
    xbrl/publicvalidationcriteria.htm

23
Breathe
24
IFRS and Irish GAAP
  • Taxonomies
  • Irish GAAP
  • 30 November 2007, up to 31 December 2006
  • IFRS
  • Initial project in 2009

25
IFRS Project
  • Undertaken as a pilot and stepping stone to Irish
    Extension
  • Source Glanbia Plc 2007
  • Collaborated with member of XBRL UK
  • Timing completed subject to review
  • Output
  • Extension taxonomy
  • Instance
  • Spreadsheet to produce instance
  • Report
  • Feedback (to be drawn down)

26
IFRS Project
  • Some statistics
  • Base taxonomy 2,659 elements
  • Extension taxonomy 616 elements
  • How much would be generic?
  • Days spent xx days!
  • Subsequent effort ?

27
Extension Taxonomy
28
Spreadsheet to produce instance
29
Instance document
30
Instance document seen closer to raw
31
Rendering very early version
32
Next steps
  • Review of instance
  • Identification of common Irish terms
  • Irish extension taxonomy
  • Liaison with CRO
  • Rendering ixbrl?

33
More riddles?
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