iXBRL audit information tagging guidance and best practices
On December 2, 2021, the SEC issued amendments to finalize the interim rules on “Holding Foreign Companies Accountable Act Disclosure.” Included within this final rule is the requirement for SEC iXBRL filers to use the latest DEI 2021 Q4 taxonomy and tag auditor information within 10-K, 20-F and 40-F annual reports. The specifics on the tagging requirements are spelled out a bit more here on Help, but we wanted to provide some tips on how to actually tag these items in practice.
Auditor Information
Tag Auditor Name and Auditor Location on the Audit Report located in your Workiva Document. Also tag Auditor Firm ID where this information has been disclosed, whether in the Audit Report or elsewhere in the file, such as the Index to the Consolidated Financial Statements as suggested by XBRL.US as guidance published in their Q&A
Be sure to work with your auditors to determine placement of the Auditor Firm ID. Audit firms will have their preferred suggestions on the location of these disclosures, and may include advice to include on the bottom of the Cover Page, the Principal Accountant Fees and Services information, or the Index to the Consolidated Financial Statements.
In the example below, the information is added to the Audit Report.
Note that all three tags are required to be included and should be found in or near the Auditor Report, i.e. they cannot be tagged in a non-printing section. Doing so will result in validation errors.
XBRL Outline & Root Abstract
Include Audit Information in a separate XBRL outline section. As the taxonomy currently does not include a root abstract, an extension for Audit Information will need to be created. See example below:
Configure the Sub-Section Details
To ensure the Audit Information tagging shows up on the Cover for the SEC rendering you will need to access the Sub-Section Details. To do so, right-click on the Audit Information XBRL section and choose Edit Section. From here, ensure the default Tagging Level is set to Level 0.
The SEC rendering view of this new tagging info should look like this:
More than One Auditor
If you have more than one auditor, you will need to tag the additional auditors using dates to distinguish the differences, or choose one of the following axes to apply:
- ConsolidatedEntitiesAxis for subsidiaries
- ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxisfor investments
- LegalEntityAxis for branches
- OwnershipAxis for components
- CounterpartyNameAxis for all others.
Please note this guidance is subject to change as more information becomes available from the SEC or industry best practices related to the tagging of auditor information. We will be sure to update this post accordingly as new information is released.
Let us know if you have any questions and we'll be happy to help. Happy tagging!
***UPDATED JAN. 19, 2022
-
Should the Auditor name and location be string tags? Thanks.
0
Hi Yan!
The Auditor Name, Auditor Firm ID and Auditor Location concepts are included in the US GAAP DEI taxonomy and the properties are defined by the taxonomy. That being said, the info tagged with auditor name and location will certainly be textual. Here's the properties for those tags.
1
Thanks Mike! Does this tagging requirement apply to all iXBRL filers filing after December 15, 2021?
0
Yes, that is correct. You can find this referenced here in the new EFM.
0
Thank you Mike!
0
No problem. You're very welcome, Yan 😊
0
Hi Mike, I am in the 2021 US GAAP taxonomy but I can't find these tags. I've looked in the DEI too. All I am seeing is ICFR Auditor Attestation. What am I doing wrong? Also, I have a while since we are 20-F filers...
Thanks,
Barbara0
Hi Barbara!
I asked our experts, and they are wondering if you haven't migrated to the 2021 US GAAP (DEI 2021 Q4) taxonomy?
0
Hi Mike, that is the obvious answer, but how do I know? I migrated to the 2021 US GAAP taxonomy a while ago. How do I tell if I am on the correct DEI or how do I migrate if not?
0
The DEI taxonomy version should be listed next to it in parenthesis for the XBRL Profile:
If it is not DEI 2021 Q4, then you can click the gear icon next to that and choose Migrate Taxonomy and select the US GAAP 2021 (DEI 2021 Q4) to have these new tags.
Is that the case for you, i.e. that you have US GAAP 2021 but not the DEI 2021 Q4 as of yet?
0
Thanks for this intel Mike! To confirm, are we able to complete the exercise using just the 2021 base taxonomy (by creating extensions) or do we need to migrate to the DEI Q4 taxonomy to be compliant?
Regards,Darryl Bortoli
1
No problem, Darryl.
In order to satisfy this new requirement, these specific DEI elements are required so a migration to the DEI 2021 Q4 version would be needed if you're not on it yet. Using an extension here would cause validation errors otherwise.
1
Thanks Mike. I have migrated to the Q4 2021 DEI and the tags appeared. I was only in 2021 US GAAP but not the current DEI. To satisfy the requirement, can I tag the three auditor related items within the auditor's opinion/report that appears for us after the F pages? Do I need to extend at all if we have one auditor? We will change next year but currently have one. Thanks as always Barbara
1
Glad to see they appeared for you now.
Regarding your first question, yes, based on guidance so far, within the auditor's report is satisfactory or within the Index to the Consolidated Financial Statements which XBRL.US suggested guidance published in their Q&A.
And if you have only one auditor you would not need to extend for that. In the instance of more than one auditor, there are a few axis that are allowed for tagging in that scenario.
Hopefully that helps. Let me know what questions you have and if you need anything else. 😊
0
Hi Mike, I have the auditor information in Item 14, PRINCIPAL ACCOUNTANT FEES AND SERVICES. I have tagged the information but need to get it into the XBRL outline. I see your example if it is on the Cover Page, but I don't see how to get it into the XBRL outline for Item 14? Can you please help. Thank you. Donna
0
Hi this is Donna again, I see the outline now at the very end but it is only picking up the Auditor Firm ID. Also when I tagged it only shows green highlight but no green underline, so it looks like it is only shaded a light green.
0
Hi Donna!
Thanks for the question. Happy to help.
Even if the location and physical tagging of the auditor info is in your Principal Accountant Fees and Services section, it is our guidance to include said tagging data in a separate Audit Information XBRL outline section. So you'll want to send those tags a separate XBRL outline section. You can either create a new Audit Info section prior or add a New Section when you are tagging the fact.
Lastly, to ensure the Audit Information tagging shows up correctly for the SEC rendering, check your Sub-Section Details and make sure the default Tagging Level is set to Level 0.
Does that make sense? Let me know if I've missed the mark here or you have any follow ups. Happy tagging!
2
Hi Mike - well the other two got added but in a separate Audit Information - is this OK? However, the rendering looks good. And it still does not have the underline with the tagging.
1
That setup you have there looks like we'd expect. If you are not going to have more than one auditor to tag, you can get rid of some of the fluff that is in there, i.e. the Line Item, Table, Axis and Members. For basic tagging on one auditor firm the setup only needs an Abstract (which you need to extend for), and the three tags below it.
If your two other tags are in another outline section, you can drag them under the new one, or select them in your document and choose Add/Re-add to Outline to select the preferred selection of your new Auditor Information section.
2
Can you tag the Auditor Firm ID within a cell? I am trying to tag it in our table of contents. I can only get it to tag the ID in the cell specifically, if I link it to a hidden section. However, I get the below error when using that approach.
0
If you create a link for the firm ID in the cell of table of contents you will be able to tag it.
0
I have it linked to a hidden section and it is tagged, but I get the previously mentioned error when doing so. Does it have to be tagged to a non-hidden section?
0
We have the firm ID on the table of contents as well and we linked it to the Workbook.
0
Hi Clayton!
You are correct. It must be tagged in a non-hidden section.
0
You'll have to use subcell linking in your table of contents like you would in the parenthetical disclosures in your statements.
0Accedi per aggiungere un commento.
Commenti
25 commenti