November 7, 2019

S-K Modernization Proposal: Big Yoga Weighs In!

The comment period on the SEC’s proposal to amend Items 101, 103 & 105 of Regulation S-K recently expired. In the proposing release, the SEC laid out some controversial changes to current rules, including a “principles based” approach to Item 101 & a “human capital resources” disclosure requirement. In light of the contentious nature of these proposals, I thought a stroll through the comment letters might be interesting – and I was right.

First off, there was the uncanny fact that 2,829 people submitted the exact same comment letter. Cynics may suggest that this is the result of an astroturf campaign, but I think that it’s likely just an example of Carl Jung’s theory of the collective unconscious in action. Of course, all of the usual suspects also weighed in with their comments. Big Business, Big Law, Big Investor & Big Labor were all well represented.

But so was a new entrant into the governance debate – I guess I’ll call this one “Big Yoga“. “Yoga Burn Challenge” CEO Zoe Bray-Cotton submitted a comment letter focusing on human capital issues. Her comments are thoughtful & serve as a reminder that these issues matter to a broader segment of society than just those of us who earn a living dealing with securities regulation. But what really made her letter stand out from the crowd was the fact that she cited us – well, actually, ME! – in it:

I also refer to the following articles published by website:

1. Board Gender Diversity: Good for Business
2. Gender Quotas on Boards?
3. “Just Vote No”: State Street’s Alternative to Quotas

Those were all in this blog that I wrote a couple of years ago. Anyway, she plugged me, so I will plug her. Go check out the Yoga Burn Challenge – and tell Ms. Bray-Cotton that I sent you.

Data Security: CalPERS Directors Keep Losing Their Devices

Here’s a goofy one for you – it seems that some members of the CalPERS board have a real problem hanging on to their devices. Here’s an excerpt from a recent Sacramento Bee article:

CalPERS board member Margaret Brown has reported losing two state-issued iPhones and an iPad since she was elected to her seat overseeing the $380 billion pension fund two years ago, according to device records. Brown’s losses of the devices, while representing relatively minor security risks for the California Public Employees’ Retirement System, stand out compared to other board members’ handling of their devices, according to records CalPERS provided under the Public Records Act.

In the last five years, three other board members among the 20 officials listed in the records reported losing one iPad each. Former Board President Priya Mathur reported losing an iPad Air 2 in 2018, and the device wasn’t found, according to the records. Board members Theresa Taylor and Ramón Rubalcava each lost one iPad, neither of which appear to have been returned, according to the records.

But there’s no need for CalPERS participants to worry about their personal data being compromised. That’s because experts quoted in the article said that “only an extremely sophisticated hacker could access information on the iPads with the protections CalPERS has in place.” Whew! Good thing there are so few extremely sophisticated hackers out there.

I guess I shouldn’t be too hard on these folks. After all, my youngest son lost 2 smart phones on consecutive college spring breaks (we were not amused).  On the other hand, it’s probably fair to expect directors of a public institution to be a little more responsible than a frat boy. I don’t know if there will ever be a Hall of Fame for institutional investors, but if there is, the slogan “for thee but not for me” should be carved in stone over the entrance to it.

EDGAR: Why Are iXBRL Filings Sometimes So Clunky to Download?

Several members have pointed out – in emails & in our ”Q&A Forum” (eg #10032) – that some iXBRL filings take forever to load. According to the SEC Office of Structured Disclosure’s Inline XBRL page, that shouldn’t be the case if you’ve got an up-to-date browser:

Viewing Inline XBRL filings is simple and does not require any specialized software because the Commission has incorporated an Inline XBRL Viewer into the Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.

Anyone using a recent standard internet browser can view an Inline XBRL filing on EDGAR. (Recent standard internet browsers are ones that fully support HTML 5 and JavaScript, such as Chrome 68 and later, Firefox 60 and later, Safari IOS 11 and later, Microsoft Edge Windows 10, and Internet Explorer 11.)

Personally, I found that when I used the old computer that I was issued when I first joined team, iXBRL filings took forever to load. However, they uploaded fairly quickly on the new computer that my law firm issued to me, so I chalked it up to outdated hardware/software. However, others seem to have had problems on new computers/browsers as well. Does anybody know if there’s a fix that people may be overlooking?

John Jenkins