Accessible and usable disclosures are central to the SEC's mission of protecting investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation. The Office of Structured Disclosure supports the Commission’s efforts to make required disclosures accessible and usable by structuring disclosures using a variety of standardized languages and frameworks.
Many disclosures required by the SEC have leveraged the standardized language eXtensible Markup Language (XML) to structure data filed with the Commission. For example, Form N-MFP, the monthly schedule of portfolio holdings of money market funds, and Form 13-F, a reporting form filed by institutional investment managers, are structured using XML. Form D, which is used to file a notice of an exempt offering of securities, and Forms 3, 4, and 5, related to beneficial ownership of securities, are filed via a web form, and XML is generated and made available upon submission.
The Commission has also utilized eXtensible Business Reporting Language (XBRL), to structure data. In 2005, the Commission established a voluntary XBRL filing program for corporate financial statements. Then, in 2007, the voluntary program was expanded to permit mutual funds to submit their risk/return summary information as XBRL exhibits. These voluntary programs for operating companies and mutual funds were ultimately made mandatory in 2009. Additionally, the SEC adopted rules in 2009 requiring Nationally Recognized Statistical Rating Organizations (NRSROs) to provide certain credit rating histories in XBRL on their websites. Those rules were later amended in 2014.
The Commission has also explored the use of other frameworks to structure required disclosures. For example, in 2015 the Commission proposed rules that would require that security-based swap data repositories (SDRs) make security-based swap (SBS) data available to the Commission using the international industry standards Financial products Markup Language (FpML) and Financial Information eXchange Markup Language (FIXML).
In recent rulemaking initiatives the Commission has continued to consider how the accessibility and usability of required disclosure can be enhanced through the use of standardized languages and frameworks.
Examples of Final Rules:
- FAST Act Modernization and Simplification of Regulation S-K (Adopted March 2019)
- Inline XBRL Filing of Tagged Data (Adopted June 2018)
- Investment Company Liquidity Risk Management Programs (Adopted October 2016)
- Investment Company Reporting Modernization (Adopted October 2016 and December 2016)
- Disclosure of Payments by Resource Extraction Issuers (Adopted June 2016)
- Crowdfunding (Adopted October 2015)
- Security-Based Swap Data Repository Registration, Duties, and Core Principles (Adopted February 2015)
- Asset-Backed Securities Disclosure and Registration (Adopted September 2014)
Exchange Act Exemptive Order:
- Order Granting Limited and Conditional Exemption Under Section 36(a) of the Securities Exchange Act of 1934 from Compliance with Interactive Data File Exhibit Requirement in Forms 6-K, 8-K, 10-Q, 10-K, 20-F and 40-F to Facilitate Inline Filing of Tagged Financial Data, Release No. 34-78041 (June 13, 2016)
- Business and Financial Disclosure Required by Regulation S-K (Published April 2016)
Requests for Comment:
- Request for Comment on Fund Retail Investor Experience and Disclosure (Requested June 2018)
- Request for Comment on Possible Changes to Industry Guide 3 (Statistical Disclosure by Bank Holding Companies) (Requested April 2017)
Examples of Proposed Rules:
- Exchange-Traded Funds (proposed June 2018)
- Form CRS Relationship Summary; Amendments to Form ADV; Required Disclosures in Retail Communications and Restrictions on the use of Certain Names or Titles (Proposed April 2018)
- Investment Company Liquidity Disclosure (Proposed March 2018)
- FAST Act Modernization and Simplification of Regulation S-K (Proposed October 2017)
- Disclosure Update and Simplification (Proposed July 2016)
- Disclosure of Order Handling Information (Proposed July 2016)
- Modernization of Property Disclosures for Mining Registrants (Proposed June 2016)
- Establishing the Form and Manner with which Security-Based Swap Data Repositories Must Make Security-Based Swap Data Available to the Commission (Proposed December 2015)
- Listing Standards for Recovery of Erroneously Awarded Compensation (Proposed July 2015)
- Pay Versus Performance (Proposed April 2015)