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Office of Interactive Disclosure: History
The Commission's disclosure system is central to its mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation. Thus the Commission has always sought to improve the accessibility and usefulness of the information that it collects, stores, and disseminates. The Commission's efforts have included EDGAR, its Electronic Data Gathering, Analysis and Retrieval system and, in recent years, using data tagging in disclosure. Along with these technological efforts, the Commission has sought to simplify and improve the content of disclosure information. The Office of Interactive Disclosure seeks to build on this legacy.
Through the first fifty years of its existence, the Commission administered a paper-supported disclosure system. Filers mailed or delivered paper documents to the Commission. Beginning with a pilot program in 1984, and culminating in a full phase-in by 1996, the Commission installed its electronic disclosure system, EDGAR. EDGAR accepts, stores, and disseminates securities filings in the form of discrete electronic files based on paper disclosure documents. EDGAR's electronic files are stored and distributed in the HTML and ASCII formats. By allowing electronic transmission by filers and by making EDGAR filings available on the Internet, the Commission dramatically improved the accessibility and ease of use of disclosure information. However, the disclosure system is still based on plain-text, sequential disclosure documents. The Commission has now begun a new phase in the development of the disclosure system: the introduction of electronic data tagging.
The Commission has used electronic data tagging to identify and organize form-specific data in the headers of EDGAR filings. In 2003, the Commission began to investigate the potential of data tagging to further improve its disclosure system. That same year, the Commission began collecting reports of securities holdings and transactions under Section 16(a) of the Exchange Act in a tagged format.
In 2004 Chairman William Donaldson initiated a formal assessment of how data tagged using XBRL could benefit investors and the Commission. Staff from the Divisions of Corporation Finance and Investment Management and the Offices of the Chief Accountant and Information Technology conducted the assessment, which led to a rule adopted in February 2005 that established a voluntary filing program. This program allowed companies to voluntarily furnish XBRL-tagged financial statements starting in March 2005. The program was expanded to permit mutual funds to submit their risk/return summary information as tagged exhibits in July 2007. To support the program, the Commission contracted for software tools that allow EDGAR users to view and use XBRL filings.
In 2007, the Commission established the Office of Interactive Disclosure (OID). OID helped the Commission develop rules to formalize the XBRL reporting requirements, finalize a comprehensive XBRL taxonomy for U.S. Generally Accepted Accounting Principles (GAAP), and create a technological infrastructure for interactive data formats.
In May and June 2008, the Commission approved proposing releases for new rules that require operating companies to report financial information and mutual funds to report risk/return summary information in interactive data format, specifically XBRL. Final rules for operating companies and final rules for mutual funds were published in early 2009. The base technology platform to support the rules had been implemented in December 2008. Further operational plans to monitor and review compliance with the rules and the effectiveness of the platforms are in development. The Commission also has published final rules requiring certain nationally-recognized statistical rating organizations (NRSROs) to provide rating information on their websites in XBRL format.