XBRL and Sarbanes Oxley: The Content is King December 7, 2006
XBRL and Sarbanes Oxley: The Content is King
The
14th annual XBRL International conference was held in Philadelphia�this week,
bringing together some of the leading figures in the
government, accounting, financial services,�and technology sectors to laud the development
and prospective adoption of�eXtensible Business Reporting Language or XBRL in the US.�
SEC Chairman Christopher Cox led a parade of notables to the
podium, all�confirming that the XBRL standard has support from�some of
the most powerful agencies in the US government.��The SEC has thrown
its financial�support behind the XBRL standard and is
preparing to finalize contracts
�with�XBRL US�and the Financial Accounting Standards�Board�to
complete�the accounting taxonomies which�are, in theory,�needed to truly
begin the adoption process.�
Of note, to
accomplish this task,�the SEC is relying upon two entities with little�commercial or technical
contracting�experience,�XBRL US and the FASB,�to complete the
construction of the�XBRL GAAP taxonomies that will
be integrated into the EDGAR system.� This choice creates�considerable technical, legal
and political risks for the SEC,�for�Chairman Cox personally and
for the adoption prospects of XBRL.
As Chairman Cox�noted in his remarks, an optimist is someone who, when told that�things can't get any worse replies: "Yes they can."� On those terms, we're optimistic about XBRL.� Stay tuned.�
Besides the�immediate
technical obstacles facing the
SEC in preparing XBRL for broad adoption by public companies, there�is a
more fundamental issue, a�flaw in the�grand design�that may ultimately doom�XBRL in
the US,�namely the fact�that the�community of corporations and other filers of
SEC documents�remain�largely indifferent to�and ignorant of this process.� Fewer
than 40 companies have joined the SEC's voluntary filer program
over the past two years.� Downstream users of financial data are even
less�aware.
As a representative of one of the largest SEC filings
vendors�in the US told The IRA this week:� "We hear almost nothing
from our clients regarding XBRL.� Most�don't understand the benefits of the technology or�participating
in the SEC's voluntary filer program.� Those few corporates which�do have an
understanding of XBRL seem content to wait for the SEC to mandate the technology and
do nothing until then."
Over the past month, we have�interviewed members
of the XBRL consortium about the pluses and minuses of
the XBRL effort to date. Almost universally, we hear our colleagues describe the
challenge facing the SEC effort in technical terms;�as being to rationalize a "document centric" view with the need to gather financial statement data in a way that is structured and machine readable.� Most believe that if the XBRL US/FASB team complete the GAAP taxonomies needed to structure SEC filings, adoption will follow.� Like the film Field of Dreams:��"If you build it, they will come."
We respectfully disagree. Part of
the reason for the failure of the XBRL�effort�in the US to catch the
imagination of public companies�is the assumption that the technology of
XBRL, which combines the transport capabilities of XML
with accounting definitions, will somehow�define and
control�the process of disclosure by�public companies.
Nope. Repeat after us: the content is king, the content is king, the content is king.
Fact
is that financial reporting
is an ever evolving process; a process that balances the legal requirement of disclosure with the business
cases needs of companies to manage their public image before investors and markets; that is, to
be opaque and thereby maximize market value. Trying to make the content fit into a pre-conceived technology
framework strikes us as both arrogant in technical terms and unworkable in political terms.�
IRA's independent explorations outside
the Beltway reveal some very rational questions about the�business case�value of
XBRL. Compliance specialists�note to us that XBRL still deals with too narrow a range of
reporting items that must be delivered to regulators. They have little choice,
at the moment, but to concentrate their infrastructure investments elsewhere;
more precisely, on tools that facilitate delivering broader spans of reporting
and compliance obligations.
Technologists in the EDP�and ERM words tell�us
that the true landscape of information interoperability starts at the
transaction layer and that the real drivers of systems development priorities
remain setting up least cost automation to, for example,�confirming Sarbanes-Oxley
internal controls.� Further, the pressing financial interoperability
challenge lies more in the area of exchanging data using least cost means
between disparate legacy systems.
Interoperability is�still
a game of CSV, vanilla XML and SQL
interconnections; a game that�is driven very much by internal business process
integration needs of enterprises seeking�to remain competitive.� Many view the
complex overlay of XBRL transmission as potentially adding to as opposed to
managing down their project risks and financial burden.� One has to admit
that such concerns do have "to the bottom line" poignancy -- just like the
objections to Section 404 of Sarbanes-Oxley.�
Advocates of adoption of XBRL in
the US need remember that the customer here is not the SEC, but the US economy.
The public good objective�is to craft a technology that is such a clear improvement over the current�text-based standard used for meeting the requirements of the Securities Act of 1933 as to be self-evident.� More, to avoid being thrown into the "bad" Sarbanes-Oxley�404 bucket, XBRL must demonstrate that it provides cost savings and other efficiencies.�
In our view, the biggest obstacle facing the SEC as the
champion of adoption of XBRL in the US�is to craft a compromise that helps
rather than threatens filers, not just corporate filers, but the funds and other
entities which�use the dozens of forms currently filed with the SEC.�
If the tool that results from the development effort supports the evolving
conversation between filers and investors, then the XBRL standard will be
adopted and enjoy success.
If XBRL�fails this test, then the SEC and Christopher Cox
will be in the same position as is the Bush Administration is in�Iraq: looking for a
face-saving way out.� Indeed, the�failure of the XBRL adoption effort
in the US�could be a considerable blow to Chairman Cox's
rising�political star.� The operative�timeframe here is the next six
months.
The�SEC�already is�fighting a rear-guard action with respect to rolling-back�Sarbanes-Oxley,
which both parties in the Congress look ready to
eviscerate in 2007.� We have some ideas on how the SEC might combine the need
to drive greater awareness and adoption of�interactive data (but not necessarily XBRL)�with the
impending reform of Section 404 of SOX, but we ain't talking till
somebody makes it worth our while.
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