1. Overview
1.1. Purpose
The XBRL US Domain Working Group is leading the development of this eXtensible Business Reporting Language (XBRL) SEC Officers Certification (USFR-SEC-CERT) Taxonomy for the purpose of expressing the officers certification report that typically accompanies publicly-held companies financial statements.
This SEC Officers Certification (USFR-SEC-CERT) Taxonomy is designed to facilitate the creation of XBRL instance documents that reflect the information typically given by management related to their responsibility for financial information contained in documents such as Form 10-K. The purpose of the USFR-SEC-CERT Taxonomy is to provide a framework for the consistent creation of XBRL documents for expressing the SEC Officers Certification of an entity. The purpose of this and other taxonomies produced using XBRL is to supply a framework that will facilitate data exchange among software applications used by companies and individuals as well as other financial information stakeholders, such as lenders, investors, auditors, attorneys, and regulators.
The authority for this USFR-SEC-CERT Taxonomy is based on the Sarbanes-Oxley Act of 2002 as mandated by the Securities and Exchange Commission (SEC). The development of the taxonomy is based upon input from accounting firms, technology companies and other domain experts in the field of financial reporting. Since the USFR-SEC-CERT focuses on a specific type of report, it is based on model SEC Officers Certification formats used/created by US public companies.
The particular elements in this USFR-SEC-CERT Taxonomy are:
1. Suggested best practice by US public companies as part of creating and submitting Form 10-K.
2. Typically represented in sample SEC Officers Certifications, checklists and guidance materials as provided from each of the major international accounting firms.
3. Found in common market reporting practice.
This USFR-SEC-CERT Taxonomy is in compliance with XBRL 2.0 Specification, dated 2001-12-14 (http://www.xbrl.org/tr/2001/).
1.2. Taxonomy Status
The Taxonomy is a Public Working
Draft. Its content and structure have been reviewed by both accounting
and technical teams of the XBRL US Domain Group and members of XBRL
International. As such, the XBRL element names, labels, linkbases and references should
be considered complete and stable within the domain of the Taxonomy. Although
changes may occur to any of this XBRL data, the probability of any changes
significantly altering the content of the Taxonomy is very low.
The following is a summary of meanings of the status of taxonomies:
- Internal Working Draft – Internal Working Draft version of a taxonomy exposed to XBRL International members for internal review and testing. An Internal Working Draft is subject to significant changes as initial testing is undertaken and feedback solicited. Its structure may not be stable and its content may not be complete.
- Public Working Draft – Public Working Draft version of a taxonomy exposed to public for review and testing. A Public Working Draft has been tested and its structure is unlikely to change although its contents may still change as the result of broader testing.
- Recommendation – Final version of taxonomy, released for use by the public.
This Public Working Draft Taxonomy will be
available for public review and comments for a period of no less than 45 days
from its original release (2002-10-15). All
feedback received during this 45-day period will be reviewed and considered for
inclusion in the official Recommendation (or final) release. It is expected (but not guaranteed) that the USFR-SEC-CERT
Taxonomy will be moved to Recommendation status sometime on or before
1.3.
Scope of Taxonomy
This SEC
Officers Certification (USFR-SEC-CERT) Taxonomy is released in conjunction with
XBRL International’s Global Common
Document (INT-GCD) and Accountants Report (INT-AR) taxonomies and
the following XBRL
.
The USFR-SEC-CERT Taxonomy is designed to capture information contained within the SEC Officers Certification. As such, its structure and scope is related to the other taxonomies described above, but does not incorporate any elements of the reporting taxonomies listed above. It is a stand-alone taxonomy typically used in conjunction with other taxonomies.
Taken together, these taxonomies will meet
the reporting needs of companies that meet three criteria, viz (i) they report
under FASB standards, (ii) are in the broad category of “commercial and
industrial” industries and (iii) have relatively common reporting elements in
their financial statements. In practice, these three criteria are less likely to
hold for all companies. Additional taxonomies
are likely to be required. These
taxonomies are likely to identify the particular needs of:
- Vertical
industries,
for example, airlines, pharmaceuticals or agribusiness.
- National
jurisdictions for those companies that require
a non-US GAAP standard as the core financial standards setting foundation
and may include supplementary reporting requirements or prevent use of
available options by local accounting standards setters as well as stock
exchanges etc.
- National
industry or
common practice, for example, tax or credit reporting.
- An individual company
These
extension taxonomies will either extend the USFR-SEC-CERT Taxonomy to
meet the particular reporting requirements of that industry, country or company
and/or restrict by limiting the use
of particular USFR-SEC-CERT Taxonomy elements.
The inter-relationships of
the various taxonomies are show in Figure 1:
Figure 1: Interrelationship of Taxonomies and Instance Document
1.4. Relationship to Other Work
XBRL utilizes the World Wide Web consortium (W3C www.w3.org ) recommendations, specifically:
- XML 1.0 (http://www.w3.org/TR/2000/REC-xml-20001006)
- XML Namespaces (http://www.w3.org/TR/1999/REC-xml-names-19990114/)
- XML Schema 1.0 (http://www.w3.org/TR/xmlschema-1/ and http://www.w3.org/TR/xmlschema-2/), and
- XLink 1.0 (http://www.w3.org/TR/xlink/).
2.
Overview of Taxonomy
The
following is an overview of the USFR-SEC-CERT Taxonomy. It is assumed that the
reader is familiar with financial and business reporting and has a basic
understanding of XBRL. The
primary purpose of the USFR-SEC-CERT Taxonomy is to provide Officers
Certification information to the USFR Taxonomy Framework which includes the
following detailed information (specific XBRL taxonomy namespaces in
parenthesis):
- Document
Information (INT-GCD): Contains information that is specific to
the document being created. For example, general information about the
title of the document, its creator, or revisions to the document.
- Entity
Information (INT-GCD): Contains information that describes the
entity that issued the document. For example, the name of the entity and
the industry in which the entity operates.
- Accountants
Report (INT-
- Income
Statement (USFR-GC,
- Balance
Sheet (USFR-GC, USFR-
- Statement
of Cash Flows (USFR-GC,
- Statement
of Changes in Equity (USFR-GC,
- Comprehensive
Income (USFR-GC,
- Notes
to Financial Statements (USFR-NAMDA): Contains notes to the
financial statements information, such as "Significant Accounting
Policies".
- Management
Discussion and Analysis (USFR-NAMDA): Contains management’s
comments such as “Segments of a Business” and “Material Changes”
- Management
Report (USFR-MR): Information contained within the
Management Report.
- SEC
Officers Certification (USFR-SEC-CERT):
Information
contained in the Officers Certification report as mandated by the
Sarbanes-Oxley Act 0f 2002.
Reporting elements from the USFR-SEC-CERT taxonomy may be
incorporated into a wide variety of other disclosures from press releases to
multi-period summaries.
2.1.
Contents of the Taxonomy
This USFR-SEC-CERT Taxonomy makes available to users a taxonomy focused specifically on capturing information contained in the report of management. This taxonomy is an expression of financial information in terms that are understandable to humans, but more importantly also understandable by a computer application.
The USFR-SEC-CERT
Taxonomy is made up of a “package” of interrelated XML files:
- XML
Schema File (.XSD file): An XBRL 2.0-compliant Taxonomy XML Schema
file.
- XBRL
Linkbases (.XML files): “Linkbases” for:
- Labels
- References
- Presentation
information
- Definitional
relationships between elements.
The package is represented visually; with an example based
on the concept of “Officer Name” as shown in Figure
2:
Figure 2: USFR-SEC-CERT Taxonomy Package and Example
2.2.
Taxonomy Structure
The USFR-SEC-CERT Taxonomy contains approximately 60 elements or unique, individually identified pieces of information related to the Management’s Report. The XML Schema file at the heart of the USFR-SEC-CERT taxonomy provides a straightforward listing of the elements in the taxonomy. The USFR-SEC-CERT linkbases provide the other information necessary to interpret (e.g. Label and Definition linkbases) taxonomy elements or place a given taxonomy element in context of other taxonomy elements (e.g. Calculation and Presentation linkbases).
Given that information on the Taxonomy is included in XML schema and linkbase files, it is best rendered for human interpretation in a “paper” paradigm. Users are encouraged to review versions of the taxonomy elements in Adobe Acrobat (PDF) http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-elements.pdf
or Excel http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-elements.xls formats.
However, in this rendering much of the characteristics of
taxonomy are not obvious. The paper paradigm is two dimensional, whereas the
information in the taxonomy is multidimensional. The application of a metaphor
assists in understanding taxonomies. The USFR-SEC-CERT Taxonomy is organized
using a “Management’s Report” metaphor. This organization is used because it is
understood by most accountants who use this metaphor to organize their SEC
Officers Certification. This metaphor is also familiar to the users of
financial statements.
However, this metaphor and organization somewhat limits an understanding of the power behind an XBRL taxonomy. A taxonomy has multiple “dimensions”. Relationships can be expressed in terms of definitions, calculations, links to labels in one or more languages, links to one or more references, etc. The metaphor used expresses only one such relationship.
The USFR-SEC-CERT Taxonomy is divided logically into sections that correspond to typical Management’s Report components. While there is no true concept of “sections” in the Taxonomy, their purpose is to group similar concepts together and facilitate navigation within the Taxonomy.
2.3. Element Naming Convention
XBRL naming conventions follows that of XML Schema. Each
name within a taxonomy must be unique and must start with an alpha character or
the underscore character. Element names are case-sensitive so “different”,
“Different” and “DIFFERENT” can all exist within the same taxonomy because they
are considered unique. The USFR-SEC-CERT Taxonomy naming convention follows
these rules. In particular, element
names should not be interpreted as containing a “hierarchical” structure or as
indicating relationships with other elements. Taxonomy structure is expressed
in the XBRL linkbases.
The USFR–SEC-CERT
Taxonomy uses a readable
2.4.
Label Languages
Currently, labels for taxonomy elements are provided in English. In the future, taxonomy labels could be expressed in additional languages.
2.5.
References
This Taxonomy provides references to the Securities and Exchange Act and other relevant standards. Figure 3 shows the reference elements are used in this taxonomy, using “Securities Exchange Act, 15d-16” to illustrate how a reference is matched to these elements:
Figure 3: Reference Naming Structure
|
Name: |
SEC |
|
Number: |
15d |
|
Paragraph: |
16 |
|
Subparagraph: |
|
|
Clause: |
|
Authorative
reference information used throughout the taxonomy relies on a series of
acronmyns. The following list provides
an overview of the acronyms used commonly throughout the authorative
references:
(FASB)
- Financial Accounting Standards Board;
(CT)
- FASB Accounting Standards Current Text and its Appendix E;
(SX)
- Regulation S-X;
(Topic)
- Topic paragraph in Codification of SEC Staff Accounting Bulletins (SAB);
(FAS)
- Statement of Financial Accounting Standards;
(APB)
- Accounting Principles Board Opinion;
(EITF)
- FASB Emerging Issues Task Force issue;
(SOP)
- AICPA Statement of Position;
(PB)
- AICPA Practice Bulletin;
(SAS)
- Statement on Auditing Standards;
(ARB)
- Acccounting Research Bulleting;
(FRR)
- SEC Financial Reporting Release;
(FTB)
- FASB technical Bulletin;
(SP)
- SEC Staff Position;
(FIN)
- FASB Interpretations;
(CON)
- FASB Statement of Financial Accounting Concepts;
(ATB)
- Accounting Terminology Bulletins;
(APS)
- Accounting Principles Board Statement
(SEC) – Securities and Exchange Commission
2.6.
Further Documentation Available
The intent of this
document is to explain the Taxonomy. This document assumes a general
understanding of accounting and XBRL. If the reader desires additional
information relating to XBRL, the XBRL International web site (http://www.xbrl.org)
is recommended. Specifically, a reading of the XBRL 2.0 Specification is highly
recommended (http://www.xbrl.org/tr/2001/).
The purpose of this document is to explain how XBRL is being applied in this
specific case, for this taxonomy.
The following documentation is available to assist those wishing to understand and use this taxonomy. This documentation is available on the XBRL International web site (http://www.xbrl.org):
These Explanatory Notes:
This overview document describing objectives of
the XBRL US Domain Working Group and the Taxonomy itself:
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15.htm (HTML Format)
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15.pdf (PDF Format)
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15.doc
(Word
Format)
Taxonomy Package
These documents correspond to a set of interrelated files comprising an XBRL taxonomy package:
- XML Schema File (.XSD file): An XBRL 2.0-compliant Taxonomy XML Schema file.
- XBRL Linkbases (.XML files): Linkbases for
- References
- Labels
- Presentation
- Calculations, and
- Definitions.
These files are located as follows:
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15.xsd (Schema)
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-references.xml (References linkbase)
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-labels.xml (Labels linkbase)
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-presentation.xml
(Presentation linkbase)
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-calculation.xml
(Calculation linkbase)
http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-definition.xml (Defintion linkbase)
“Sample Company” Instance Documents
Since this taxonomy is imported by/into other taxonomies, a stand-alone instance document is not provided. Please see taxonomies such as the US GAAP CI and IASCF PFS for sample company instance documents.
3. Items
to Note in Using the Taxonomy
3.1.
Introduction
The following explanation of the taxonomy, the taxonomies with which this USFR-SEC-CERT Taxonomy is designed to interoperate, and examples of how to interpret the USFR-SEC-CERT Taxonomy are provided to make the USFR-SEC-CERT Taxonomy easier to use. Please refer to the detailed printout of the USFR-SEC-CERT Taxonomy as you go through this explanation http://www.xbrl.org/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15-elements.pdf (PDF Format). This explanatory document is designed to provide a brief and concise overview of the USFR-SEC-CERT Taxonomy. We expect that the XBRL community will create courses, books and other materials to provide a thorough explanation of every aspect of using the USFR-SEC-CERT Taxonomy and other cognate taxonomies.
3.2.
How to Interpret the Taxonomy Structure
The element
fragment shown in Figure 4 exists within the Taxonomy:
Figure 4: Sample Elements
|
Element |
Label |
ID Number |
Page |
|
NotaryPublic |
Notary Public |
|
1 |
|
NotaryPublicName |
Name |
|
1 |
|
CommissionExpires |
Commission Expires |
|
1 |
This means
that for public companies certifying its financial statements, there is an
element called “Notary Public”. This is represented by the element with that
label, and a composite name of “NotaryPublic”.
If a
company reports their financials using an XBRL instance document, then because
“Notary Public” is an “parent” element in the taxonomy, and this element has
children that roll up to it, then one of the following will be true:
·
Specific
detail related to “Notary Public” must be recorded within one of those child elements,
OR
·
The
instance document will include an extension to the taxonomy that consists of a
new element or elements and an indication of how those new elements relate to
“Property Plant and Equipment”.
All of the
elements in the fragment shown are of a data type “string” with a weight of “0”.
The taxonomy is laid out with parents coming before children. For
example, the “Notary Public” is presented before any detail information about
the Notary Public itself such as “Name” and “Commission Expires”. This pattern is
followed throughout the taxonomy.
3.3. Title of Certification of Financial Statements
The official title of Officers Certification.
3.4. Principal Officer
The Principal Officer section of the USFR-SEC-CERT taxonomy
contains information specific to the Principal Executive and Principal
Financial Officer that certifies and signs the Officers Certification. Information available to place within an
instance document are items such as Principal Officer Name, Principal Officer Signature
and various information related to attesting/being uable to attest to the
financial statements.
3.5. Notary Public
Information related to the Notary Public that certifies the
signing of the Officers Certification informatioin.
3.6. Equivalent facts
These exceptions require the use of “same-as”
links. The “same as” concept is part of XBRL 2.0 Specification, and its
interpretation is as follows: there will be an error if an instance document having two elements linked by a “same as”
definition relationship and which
have the same numeric context have different content values.
Specific to the USFR-SEC-CERT Taxonomy, there are no equivalent facts that require the use of “same as” links.
3.7.
Namespaces
Namespaces are an important XML concept. XBRL, using XML Schema 1.0, uses XML namespaces extensively in its schemas and instance documents. The purpose of a namespace, in the context of XBRL is to identify the taxonomy to which any particular XML element belongs. Using namespaces allows software to resolve any ambiguity or confusion that may arise as a result of elements from different taxonomies sharing the same element name.
For
example, the USFR-SEC-CERT Taxonomy uses the composite name “PrincipalOfficerName”
to represent the concept “Principal Officer Name”. If the
The way
this is done is that each taxonomy has a unique namespace. A namespace is a URI
(Uniform Resource Identifier) such as http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15,
which is the namespace of
this release of the USFR-SEC-CERT taxonomy. A namespace is not a URL that one is meant to use with
a browser; it is a simply a globally unique identifier. Within any particular
XML document, however, it is quite unnecessary to repeat such a huge identifier
with every taxonomy element – instead, XML allows one to define an abbreviation
for each of the namespaces one uses. Using “qualified” namespaces in this way,
instance documents and taxonomies can define an alias such as usfr-sec-cert
for the USFR-SEC-CERT taxonomy, and uk-sec-cert for
the UK-SEC-CERT taxonomy. Thus the USFR-SEC-CERT element would be referred to
as usfr-sec-cert:PrincipalOfficerName
and the
Using
qualified namespaces, the USFR-SEC-CERT Taxonomy “Principal Officer’s Signature”
becomes usfr-sec-cert:PrincipalOfficerSignature and the United Kingdom Taxonomy’s would be uk-sec-cert:PrincipalOfficerSignature. The namespace simply adds a
contextual prefix to any given XML element.
Note that these particular aliases
reflect a usage convention only within the USFR-SEC-CERT taxonomy itself as an
aid to communication between humans. Software applications must not depend on these particular prefixes being used; they
should process namespace identifiers and aliases as specified by the XML
specifications.
3.8. Entering Values into Instance Documents
Figure 5 describes how weights have been incorporated into the Taxonomies described above which relate to the company report and how corresponding values will be entered into an instance document: (note that the term “natural balance” is not used, this is intentional).
Figure 5: Numeric Values and Weights
|
Typical Balance |
Enter* |
|
|
Asset |
Debit |
Positive |
|
Liability & Equity |
Credit |
Positive |
|
Revenue |
Credit |
Positive |
|
Expense |
Debit |
Positive |
|
|
|
|
|
Other Income (Expenses) |
|
Positive or (Negative) |
|
|
|
|
|
Cash Inflows |
|
Positive |
|
Cash Outflows |
|
Positive |
|
|
|
|
|
Number of Employees |
|
Positive |
Please Note: This information is provided for reference purposes only. The USFR-SEC-CERT Taxonomy contains mostly text-related concepts and, as such, does not involve entering numbers associated with specific XBRL elements. In addition, instance documents are normally not created directly against or soley using the USFR-SEC-CERT Taxonomy. Instead, industry taxonomies such as US GAAP CI combine both text-based and numeric elements and, as a result, typically are the focus of instance documents.
3.9.
Segmentation
XBRL
instance documents distinguish facts relating to different segments of an
entity in nonNumericContexts and numericContexts. For example, revenues for the
entire company, and segmented into revenues for the
4. Reviewing This Taxonomy
4.1. Introduction
This section is designed to provide guidance in reviewing this taxonomy. This will assist the user of this documentation and of the taxonomy as well as assisting in providing feedback to the XBRL US Domain Working Group and XBRL International. There are three levels of review
- Global Review: A high level review of completeness.
- Detailed Review: A detailed review of accounting disclosures and completeness
- XBRL Review: A review of appropriate
treatment of disclosures within the context of the XBRL specification and
good practice in building taxonomies.
4.2. Global Review
This is a high level review, undertaken with the objective of ensuring the taxonomy has not omitted any key sections. This contrasts with the Detailed Review, which is concerned with a line-by line analysis. If a crucial part of the taxonomy is missing, such as a specific aspect related to the SEC Officers Certification, this should be picked up in the Global Review. Knowledge of the Sarbanes-Oxley Act of 2002 specific to Officers Certification is required to undertake this review. It is intended to identify missing sections of the taxonomy rather than a missing element within a section. A question that would be asked in the Global Review might be “are there XBRL elements that capture necessary SEC Officers Certification information?” rather than validating each of the individual SEC Officers Certification disclosures.
Other issues include:
Structure – nesting and completeness
Are the elements grouped in a sensible manner? To illustrate, this review would ask whether the elements that are nested under, for example, “Report Certified” are appropriate and complete. To answer this requires a knowledge of the SEC Officers Certification and the content typically contained within.
Do the elements seem to roll up properly?
Is every child element correctly placed under the appropriate parent? Do the parents roll up to the correct “grandparents”? The focus on this review is to ensure that from a bottom-up perspective the taxonomy is structured in an appropriate fashion.
Consistency
Are elements aggregated in a consistent manner? There may be cases where some parent elements appear to have a disproportionate number of children, and therefore provide detail that is more appropriately included elsewhere in the USFR-SEC-CERT Taxonomy.
4.3. Detailed Review
The objective of the Detailed Review is to ensure the taxonomy correctly captures information typically found on an SEC Officers Certification. It has two components, the first driven from GAAP and the second driven from XBRL.
Model Report Review
This review involves validating the elements and disclosures in the taxonomy on a line-by-line basis against commonly used SEC Officers Certifications.
The accuracy is checked by reviewing the taxonomy against:
- Model SEC Officers Certifications; and
- Actual SEC Officers Certifications
Sarbanes-Oxley to XBRL
Reviewers should be able to identify an element in the taxonomy for every item required to be disclosed under the Sarbanes-Oxley Act of 2002 Officers Certification. This requires a 100% mapping from Sarbanes-Oxley to the USFR-SEC-CERT Taxonomy. This includes checking all the appropriate SEC references.
This review should ensure that the element list is sufficiently complete in relation to all of these matters.
XBRL to Sarbanes-Oxley
Not all elements in the Taxonomy will map directly to a Sarbanes-Oxley Officers Certification disclosure requirement. Such elements should exist in the taxonomy because it is either 1) common practice for enterprises to disclose the fact or 2) the fact is a sub-total that helps the structural completeness of the taxonomy.
4.4. XBRL Review
This review has an XBRL focus, and involves verifying some of the attributes of the elements. The principal attributes to be verified are weights, labels and data type.
Weights
Is the weight correct, so that the children correctly roll-up to the parent?
Labels
Label names should be consistent. For example, the title of the SEC Officers Certification might be labeled as “Date of Certification”. There should therefore be no cases of “Certification Date” or any other variations. All abbreviations should also be consistent.
Data-Types
Is the
element data-type correct? Valid data
types include (but are not limited to) string, monetary, date, tuple and
shares.
5. Naming Convention
5.1. Introduction
This
section explains the naming conventions created and used in the USFR-SEC-CERT
Taxonomy to associate digital “tags” to concepts from the Sarbanes-Oxley Act of
2002 and other related materials. The purpose of this “translation” is to
provide a consistent, reliable, language-independent, unambiguous way for
relevant parties to use and integrate XBRL standards into their software
applications.
5.2. Key Terms
The
following terms are used throughout this section:
·
Component: A
representation of a fact that relates to the element or concept being
described. This fact may represent, among other things, an accounting term, an
accounting concept, or a GAAP-defined definition. Examples: [PrincipalOfficerSignature]
= “Signature”; [PrincipalOfficerTitlePosition] = “Title/Position”.
·
Composite: A
composite element name is a series of two or more component labels joined
together to create a unique element name. A composite represents a more
specific concept than a component. Examples: [Name] could appear multiple
places. In order to make it unique, a
composite might be [PrincipalOfficerName] = “Name”, which is different from [NotaryPublicName]
= “Name”.
·
Reference: A
reference to literature that supports the existence and necessity of a
component and/or composite. Each component and composite has at least one
reference. Typically these refer to chapter/subchapter/paragraphs/etc., as
denoted in the respective Standards. However, other references may also be
present.
·
Label: A
label is text that describes a component and/or composite to a user. A single
component or composite may have multiple labels, typically one per language,
although a single language may have multiple types of labels.
5.3. Concepts and Considerations
The USFR-SEC-CERT Taxonomy XBRL “element name” has been
created using a Label CamelCase Concatenation (LC3) convention. The base for the element name is the label
name for a given element. The label is a natural language expression that is
meaningful to experts in the domain of that taxonomy (e.g. “PrincipalOfficerName”,
“NotaryPublicName”) for a given element.
If multiple labels exist in one or more label linkbases for that
taxonomy, all element names in the taxonomy shall be derived from a linkbase in
the primary language of the taxonomy and will be consistent with the label link
having the highest assigned priority.
Specific
requirements of the LC3 naming convention are as follows:
·
The base for the element name is the label name for an
element. The label is a natural language expression that is meaningful to
experts in the domain of that taxonomy (e.g., “Revaluo Propio”, “Restatement of
Fixed Assets”) for a given element.
·
If multiple labels exist in one or more label linkbases
for that taxonomy, all element names in the taxonomy shall be derived from a
linkbase in the primary language of the taxonomy and will be consistent with
the label link having the highest assigned priority.
·
The first character of the element name must be
alphabetic.
·
The first alphabetic character of the element name shall
be capitalized.
·
Connective words in the label shall be omitted from the
element name, in order to make names shorter.
Connective words include (but are not limited to) the, and, to, for,
from, which, of
·
All special characters shall be omitted from the element
name. Special characters include (but
are not limited to) ( ) * + . [ ] ? \ /
^ { } | @ # % ^ - _ = ~ ` “ ‘ ; : < > & $, ₤ €
·
Element names shall be limited to 256 characters or fewer.
·
A list of standard abbreviations and rules for
substitution (e.g. “Property Plant and Equipment” always replaced by “PPE”)
will be maintained and consistently applied to labels when used in constructing
element names.
·
In the event that two or more elements share the same
element name and the element name is less that 256 characters, uniqueness shall
be accomplished by appending an additional distinguishing suffix word, or,
failing that, by appending the first duplicate name with a number, beginning
with 1 and incrementing by 1 for each element with a common name.
- In the event that two or more elements
share the same name and the element name is equal to 256 characters, the
last ten characters of the element name shall be dropped and rule number 9
shall be applied.
Composite Element Names are not Hierarchical in
Nature
The order
in which label “fragments” are listed in a component in a composite element
name are combined should not be interpreted as a hierarchy. Although some
composite element names may “appear” to resemble this relationship, it is
strictly coincidence and unintentional.
All components in a composite element name are equal in stature, i.e.,
there is no implied hierarchy within the composite element name. The hierarchy
is expressed in the XBRL linkbases.
Nearly all USFR-SEC-CERT
Taxonomy composite element names contain a component that represents one of the
concepts outlined in the Sarbanes-Oxley Act of 2002 related to Officers
Certification.
6. Sample Instance Documents
The USFR-SEC-CERT
taxonomy is a key component used to create industry-specific taxonomies such as
the US GAAP CI taxonomy. As such, it is “imported” by other taxonomies like the
US GAAP CI instead of being used as a stand-alone taxonomy for creating
instance documents. As such, sample
instance documents are not provided for the USFR-SEC-CERT taxonomy.
7. Review and Testing, Updates and Changes
7.1.
Change Log
None at this time.
The following table will be used to track changes made to this document:
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Version
Number |
Version
Date |
Modified
By |
Changes
Made |
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1.0 |
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Original Version |
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7.2.
Updates to this Taxonomy
This taxonomy will be updated with revisions for errors and new features within the following guidelines:
· Since instance documents created based on the USFR-SEC-CERT Taxonomy must be available indefinitely, this taxonomy must be available indefinitely. All updates will take the form of new versions of the taxonomy with a different date. For example, the taxonomy http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-10-15/usfr-sec-cert-2002-10-15.xsd will never change. New versions will be issued under a different name, such as http://www.xbrl.org/taxonomy/us/fr/rpt/seccert/2002-12-31/usfr-sec-cert-2002-12-31.xsd. This will ensure that any taxonomy created will be available indefinitely.
- It is anticipated that this taxonomy will be updated as required to incorporate changes in generally accepted auditing standards and other relevant reporting norms.
7.3.
Errors and Clarifications
The following information relating to this taxonomy will be accumulated:
- Errors which are brought to the attention of the preparers of this specification
- Workarounds where appropriate and available
- Clarification of items which come to the attention of the editors via comments and feedback
If you wish to report an error or require a clarification, please provide feedback as indicated in the “Comments and Feedback” section of this document.
7.4.
Comments and Feedback
Comments and feedback on either accounting concepts contained in the USFR-SEC-CERT Taxonomy or specific to the US Financial Reporting Taxonomy Framework are welcome, particularly ideas to improve this taxonomy. If you have a comment or feedback or wish to report an error, email comments to:
Rob Blake (robblake@microsoft.com)
Jeff Naumann (jnaumann@aicpa.org)
8. Acknowledgements
The XBRL US Domain
Working Group would like to acknowledge
the contributions of the following individuals for their work in the creation
of this taxonomy, and to their organizations, respectively, that provided the
funds and time for their participation in and support of this effort:
Name
|
Organization
|
Accounting Jurisdiction
|
|
Rob
Blake |
Microsoft |
|
|
Amie Bothwell |
BearingPoint |
|
|
Glen
Buter |
BDO
Seidman |
|
|
Eric
Cohen |
PwC |
|
|
Michael Eng |
KPMG |
|
|
George
Farkas |
XBI
Software Inc. |
Canada |
|
Herm
Fisher |
UBmatrix |
|
|
Gary
Gannon |
UBmatrix |
|
|
Clicia
Guzzardo |
Morgan
Stanley |
United
States |
|
|
Standard
Advantage |
United
States |
|
|
UBmatrix |
|
|
Louis
Matherne |
AICPA |
|
|
Sal
Mileti |
Ernst
& Young |
|
|
Victor
Mullings |
Bank
of |
|
|
Jeff
Naumann |
AICPA |
|
|
Paul
Penler |
Ernst
& Young |
|
|
Campbell
Pryde |
KPMG |
|
|
Brad
Saegesser |
Moody’s
KMV |
|
|
|
Morgan Stanley |
|
|
Brian
Staples |
Bank of
America |
|
|
Tom
Taylor |
CICA |
Canada |
|
Phil
Walenga |
FDIC |
|
|
Hugh
Wallis |
Hyperion |
United
States |
|
Liv
Watson |
EDGAROnline |
|
|
|
PwC |
|
9. XBRL International Members
A current list of corporate members of XBRL International can be found at
the XBRL International web site (www.xbrl.org).