XBRL Best Practices Board - Charter
Purpose of this document
This document is the charter
of the XBRL International Best Practices Board (BPB).
Status
of this document
This is the final charter of the XBRL Best Practices Board approved
by the International Steering Committee on .
Table
of contents
1
Purpose and Scope
The
Purpose of the BPB is to actively manage the production, dissemination and continual
improvement of work products that describe methods and processes for successful
development, implementation, integration, maintenance and usage of XBRL
specifications.
The
scope of the BPB is limited to the aforementioned materials to a timetable
proposed by the BPB. The BPB must operate in conformance with a set of
processes approved and published by the ISC
that ensure appropriate levels of quality, review and analysis by XBRL member
and non-member stakeholders.
The
BPB will form "practice working groups" charged with specific tasks
and oversight and approve the work of certain standing practice working groups.
It will be for the BPB itself to manage the creation and activities of these
groups; hence they are not specifically covered by this document.
2
Authority
The
BPB has distinct duties and scope of responsibility relative to the XBRL
Standards Board (XSB), although its authority, composition, operations,
processes and policies are intentionally structurally similar.
At
its January 2008 meeting the XBRL International Steering Committee approved
Corporation Bylaws in which Article IV states: "the Board of Directors
shall (vii) ratify appointments by the Steering Committee to the XBRL Standards
and Best Practices Board, and (xiii)
oversee and manage the governance, operation and resources of the XBRL
Standards Board, Best Practices Board and
oversee and manage the Officers and staff of the Corporation." Furthermore, in Article VI, section 6.1
Steering Committee Functions, it states: The Steering Committee shall: (d)
Ensure, including through recruitment, that the XBRL Standards Board, Best Practices Board, and other bodies
within the Corporation are adequately populated with qualified members; and (e)
Appoint the XBRL Standards and Best
Practices Board members.
3
Composition
The composition of the Best Practices Board
and its relationship with the ISC
and the Working Groups is summarised in the following figure:
Figure 1: BPB Composition and Relationship to the ISC and PWGs
3.1 Blended Competencies
The Best Practices Board consists of 7
members, appointed by the ISC.
Ideally each member should fill a competency-role to achieve a balanced
perspective. To ensure appropriate and balanced representation it is important
that the board consist of a blend of skills. The board comprises members that
are technically focussed as well as business focussed (see also Section 3.3 “Spread
of membership” below).
The targeted competency mix is as
follows.
Two Members: Program management – with
practical hands-on experience in XBRL program management, and a focus on the
design of feature sets based on functional requirements arising from the
gathering, analysing and prioritizing of requirements from business to
functionality requirements. Competencies include the ability to drive key trade
off decisions, to illustrate the best sequencing of features over time from a
design perspective that they also meet requirements, and to evaluate the
resource requirements for development and the delivery capacity of a
distributed, matrix team.
Two Members: Regulatory reporting
management experts - with practical hands-on experience in XBRL regulatory
reporting, and a focus on the design and/or operation of end-to-end business
processes associated with regulatory reporting, including competencies and
experiences in designing and managing systems from the business owner
perspective, and defining the business architecture. Needs to have an
understanding of the process of implementing new technology in government and
large organizations, working closely with IT and business teams.
One Member: Financial Analysis expert -
with practical hands-on experience in using XBRL in financial analysis, and a focus
on the processes and methods used to collect and align data from disparate
organizations, especially in international settings.
Two Members: Software – with practical
hands-on experience in implementing XBRL enabled software solutions, and a
focus on XML and specifically XBRL technology including competencies and
experiences in designing and developing software.
All members must demonstrate clear record
of successfully working in an international setting with clear competencies of
teaming, technical judgement, negotiation, and strategic planning.
3.2 Conflicts of Interest/Independence
Conflicts of interest could arise where a
member of the Best Practices Board has a relationship with another person or
entity that could be viewed as impairing the objectivity of the member in
relation to a particular issue under consideration by the Best Practices Board. Where a member believes they may have a
conflict of interest, the member concerned must inform the Best Practices Board
of the nature of the relationship that could be viewed as affecting the
member’s objectivity in relation to the particular issue under consideration by
the Best Practices Board. This
notification by a member is required to be made prior to the Standard’s Board’s
consideration of the matter(s) in relation to which the member believes there
is or may be a conflict of interest. The Chair of the Best Practices Board
shall determine the future participation, or otherwise, of the member declaring
the conflict of interest in the matter under consideration. If the Chair believes there is a conflict
they must verbally inform the Chair of the ISC
that such conflict exists and seek endorsement of any decision that is made
regarding the individuals participation on the matter under consideration.
In the event of the Chair suffering a
conflict or possible conflict of interest the Chair of the ISC
shall determine their future participation in the matter under consideration.
At any time any member may voluntarily
recuse themselves from participation in any matter under consideration if they
feel it is appropriate to do so.
3.3 Spread of membership
The
members of the Best Practices Board are appointed by the ISC, after due consultation with appropriate
interested parties, primarily based on:
1.
Competencies required
2.
Ability to act independently
3.
Ability to commit the necessary time to BPB activities.
In
making appointments to the BPB the ISC
will give due regard to, and as far as
possible seek to achieve, a balance of representation from different
geographies and communities involved in XBRL International. However, these
considerations will be secondary to the three criteria set out above.
Members
of the BPB do not necessarily need to be Participants in XBRL International
(that is employees of firms that are members of a Jurisdiction, individual,
academic or other category of member of a Jurisdiction, where the appropriate
Jurisdiction has such category, or direct participants in XBRL International).
Members of staff (whether employed or contracted) of XBRL International are not
eligible to be members of the Best Practices Board.
The
majority of members of the Best Practices Board (i.e. at least 50% plus 1) must
not be members of the ISC, however, there must be at least one member
of the ISC who is also a member of the Best Practices Board at all
times.
3.4 The Chair
The chair’s term is annual. The chair is
selected by the ISC
with consensus from the other members of the BPB. The chair should not serve as
chair for more than 3 consecutive terms and not more than 3 terms in any period
of 6 years. The chair should strive to achieve consensus of the BPB wherever
possible. The chair has a casting vote in the event of a tie.
4
Tenure
4.1 Term limits
Each BPB member shall serve a term of one
year commencing on the date of appointment. The ISC shall
not consider for re-appointment to the BPB anyone who has served on the BPB for
more than 5 terms in any consecutive period of 6 years.
4.2 Appointment Process
The Chair of the Nominating Committee
shall play an active role in identifying candidates when term rotations occur
and will oversee the nomination process for the entire BPB.
5
Pronouncements
A principal role of the BPB is the
approval of pronouncements (such as RECOMMENDATIONs) on matters relating to
practice matters. “Practice matters”:
·
Include development, implementation,
integration, maintenance and usage of XBRL (stated in section 1,
"Purpose and Scope");
·
Exclude standards, existing and
those under development, that are the province of the XSB;
·
Comments or proposals related
to operational or organisational aspects of XBRL International or its
jurisdictions are to be directly channelled to the ISC.
The BPB is also responsible for
publishing working drafts of these pronouncements and seeking comments from a
wide constituency. The BPB is also
entitled to publish Discussion Documents, road maps for work product and other
documents that do not bind members.
Any pronouncement that is to be submitted
to the ISC
for RECOMMENDATION as a Standard or as an “Approved” taxonomy or for
designation as authoritative support must be approved by the Best Practices
Board and requires the support of not less than two thirds of the appointed
members of the Best Practices Board who are eligible to vote.
Once approved by the BPB, any such
statement must be submitted to the ISC
for approval. Upon receipt ISC members
will have not less than 7 days to notify the staff of XBRL International of
their approval of the statement being published.
The BPB shall have the authority to issue
working drafts and Candidate Recommendations of the pronouncements referred to
for comment without having to first seek the approval of the ISC. Approval of any such working drafts requires
the support of a number not less than 50% of the appointed members who are
eligible to vote.
The BPB shall have the authority to issue
Discussion Documents for comment.
Approval of any such statements requires the support of a number not
less than 50% of the appointed members who are eligible to vote.
The ISC
may amend or rescind any decision of the BPB, if this decision would be in the
best interests of XBRL International.
The following tables summarise the
authorities for the various stages of publication of XBRL technical material
Table 1: Authority for Publication of XII Practices Work Product
|
Status |
Internal
Working Draft |
Public
Working Draft |
Candidate
Recommendation |
Recommendation |
|
Authority |
Working
Group |
Best
Practices Board |
Best
Practices Board |
ISC |
Table 2: Authority for Publication of Third Party Taxonomies
|
Status |
Internal
Working Draft |
Public
Working Draft (Acknowledgement) |
Approval |
|
Authority |
Third
Party |
Best
Practices Board |
ISC |
This is summarised further in Figure 2.
Figure 2: Summary of
Responsibility and Authority in the Technical Product Process
6
Operation
6.1 Meetings
The BPB should meet by teleconference
weekly and face to face at least three times a year but the ultimate driver is
the volume of work required. Attendance at a minimum of 50% of face to face
meetings is mandatory. Attendance at a minimum of 75% of conference call
meetings is expected. The ability to abide by this requirement will be a factor
in the selection of members of the BPB. Failure to satisfy this requirement
may, at the discretion of the ISC,
result in the removal of a member from the board. Any board member whose
removal is under consideration by the ISC
shall be allowed the opportunity to state any objection to removal if they so
wish.
Quorum for meetings is established when
50% of the BPB members plus one are present. While a meeting is inquorate,
discussion may take place and be minuted at the discretion of the chair but no
motions may be voted on. If a meeting becomes inquorate because of the
departure of a member or members no voting may take place while it remains
inquorate.
No proxies will be allowed for either
voting or establishing quorum.
The Chair of the BPB will report
activities and decisions to the ISC
at every ISC
meeting and seek strategic guidance on intended activities where necessary.
6.2 Practice Working Groups
The BPB will charter Practice Working
Groups (PWGs) as it determines to be necessary to perform the technical work of
XBRL International. There are two types of PWG – permanent and temporary
(chartered for a particular project). These are referred to as “standing” and “ad hoc” herein.
·
The work to be addressed by the
PWGs will exclude the areas that are covered by the Technical Working Groups of
the XSB.
·
XBRL International PWGs are
either standing or ad hoc working
groups of the BPB.
·
PWGs are chartered with
specific goals, or in the case of ad hoc
groups, specific objectives, determined by the BPB. Ad hoc groups
are dissolved once they have achieved their specific objectives. If
appropriate, successor ad hoc groups
can be formed to perform a further cycle on a particular work stream.
·
The BPB shall develop and
publish criteria for the chartering and winding up of Working Groups, such
criteria to be approved by the ISC.
Such criteria shall include requirements such as minimum number of sponsoring
participants, level of commitment required from such sponsors, continued
evidence of progress being made on the work product of the Working Group etc.
·
PWGs shall have staff assigned
to them to assist their operation. Staffing can comprise assistance as simple
as participating in working group deliberations in order to provide advice on
procedure and technical matters or as large as the production of requirements
and specification documents, as necessary.
·
The BPB will define criteria
for membership of the Working Groups and the leadership structure thereof.
·
The BPB will define criteria
for establishing voting rights in a WG.
·
The BPB will define criteria
for determining quorum at WG meetings.
7
Staff Support/Budget
Sufficient XBRL International staff will
be allocated to support the work of the BPB as necessary.
The ISC shall provide an adequate budget
for the work of the BPB.
8
Transparency
The BPB
is committed to transparency in all of its operations. This will be achieved
by:
1.
Meetings of the BPB will be open to XBRL International participants on
the same basis as ISC meetings. Participants in XBRL International will be
asked to notify the BPB that they would like to attend a meeting, as an
observer, in advance. The BPB will have the discretion to refuse such an
application, but it is not expected that this would arise in the majority of
circumstances. As with ISC meetings it is recognised that there may be
occasions when all or part of a meeting needs to be held “in camera” and the BPB will have the discretion to determine this
as and when it deems it necessary. Materials to be
discussed at board meetings will be made available to those who have notified
their intention to attend the meeting in advance.
2.
Adequate notice will be given of all BPB meetings, except in exceptional
circumstances.
3.
Full minutes of all BPB meetings will be prepared within 5 working days
for approval by the BPB and published to the XBRL membership at large once
formally approved at a BPB meeting. Where any part of a meeting is held “in
camera” full minutes of those discussions will be provided along with the more
widely published minutes to all members of the ISC. The term “full minutes” is
intended to mean that sufficient detail of the discussions held will be
provided to enable an informed reader to understand the nature of the
discussions, the contributions and views of BPB members, and the basis on which
any decisions taken or actions agreed are based. An archive of the minutes of BPB
meetings shall be maintained and made available to the XBRL membership at
large.
4.
In relation to those aspects of its role which relate to making
recommendations to the ISC concerning approving technical work product
or in exercising any delegated approval authority the BPB will develop
and publish procedures, which will be subject to prior approval by the ISC, for
dealing with such matters. The procedures will include, among other matters,
determining/defining the requirements the work product is intended to satisfy,
establishing the different stages of the process, (e.g., draft, public working
draft, RECOMMENDATION etc), the requirements to achieve each stage, the
timescales for each stage, etc. Appropriate procedures will be established for
each type of technical work product. Similar processes will be established for
recommending new technical work products or projects to the ISC for approval, with particular focus on
determining requirements and decision making criteria.
The authorities which are delegated to the BPB
are defined in section 5 “Pronouncements” above. The purpose of establishing
transparent standard processes is to;
·
enable the ISC to ensure that due process has been carried
out either when considering recommendations from the BPB or when carrying out
its oversight role where the BPB have exercised delegated authority
·
provide other interested parties and stakeholders with confidence in the
integrity and independence of the processes and outcomes
·
provide clear guidance to the community and other interested parties on
the basis that new work products or projects will be approved and the steps and
timescales to achieve them
5.
The BPB may nominate a particular member or members to act as the key
point of contact in respect of issues on which such member or members have
particular skills or interest for participants in the community and other
interested parties to raise issues with the BPB or seek information or
clarification from it. In the absence of a nominated individual this role will
be taken by the Chair of the BPB. If established for any particular issues or
issues this role will be given a high profile on the xbrl.org website. The BPB
will develop and publish procedures for dealing with such issues/queries etc to
ensure that they are dealt with on a timely and transparent basis. This role
will be separate from any specific liaison or requirement gathering roles that
members of the BPB may have with working groups, geographic or other
communities within XBRL and other organisations.
6.
In the event of lack of
unanimity in respect of any decision, the BPB shall, at the request of those
holding dissenting views, publish such dissenting views along with its
decision. Any such dissenting views so published must be authored by those
dissenting.
9
Process and Policies
The BPB shall determine its operating
procedures so long as they are not inconsistent with the terms of this
document.
The operating procedures should cover among
other matters the procedures for working groups and sub-committees and other
items.