SOUTH AFRICA

FILING OF ANNUAL FINANCIAL STATEMENTS TO THE CIPC IN XBRL

Frequently Asked Questions (FAQs)

This document aims to address questions received from various stakeholders about the CIPCs XBRL Programme

Table of Contents

Revisions

Introducing the most efficient and effective way of digital reporting – iXBRL

1. Legislative Mandate
2. What are the benefits of using XBRL?
3. Why are we going the XBRL route?
4. Who stands to benefit?
5. Where is XBRL applicable?
6. When are we rolling out XBRL?
7. Which Data Elements need to be submitted via XBRL?
8. What about the additional IFRS data elements?
9. What is the estimated value required to implement the software at clients?
10. How does XBRL work? How does XBRL do this? How can you be sure to get the correct information using XBRL?
11. For which set of Annual Financial Statements will XBRL reporting apply?
12. Which Entities will be using XBRL for submission of AFSs?
13. How will Close Corporations be affected by the Roll-out of XBRL?
14. How do I know whether the Entity I belong to needs to Comply with the XBRL Determination of the CIPC?
15. Is CIPC planning to differentiate tagging/ submission requirements by size of entity/ industry or other factors?
16. How do entities determine when their first AFSs will be due via XBRL?
17. Which reports are subject to XBRL submission?
18. How detailed data should be tagged?
19. Will one report be required per one submission or will multiple reports be possible to submit in one package?
20. Will extensions to the CIPC XBRL taxonomy be required or allowed?
21. How will CIPC organise/ accept revisions and corrections to the taxonomy?
22. Will CIPC taxonomy be updated to the latest IFRS every year?
23. How will new IFRS standards and their effective dates impact the CIPC taxonomy?
24. Where can I find the CIPC XBRL taxonomy?
25. Will XBRL files be required to be audited?
26. Is CIPC going to organise conferences / seminars / webinars to prepare industry?
27. Is CIPC going to certify software compliant with XBRL taxonomy?
28. Is CIPC going to supply reporting toolkits / software to filers?
29. Who can I ask XBRL-related questions at the CIPC?
30. What will be the non-compliance fees and consequences?
31. The XBRL taxonomy requirements will be effective in 2018. When would it be applicable for entities with financial years beginning on or after 1 January 2018 or those entities with financial years ending on or after 1 January 2018?
32. Will only listed entities be required to lodge the separate entity AFSs and/or consolidated AFSs in this format?
33. What will be the interaction between AFSs to be lodged and the annual returns required to be lodged by the entities?
34. Is it true that the IASB’s IFRS Taxonomy is used as the basis for the IFRS disclosures included in the AFSs and that the relevant requirements of the Companies Act have been incorporated into the taxonomy?
35. Were the requirements of the JSE listing requirements and the SAICA Guides and Financial Reporting Pronouncements issued by the FRSC been incorporated into the taxonomy? Specific standards issued in SA which would not be covered by the IASB taxonomy are related, for example, to BBBEE transactions
36. The FRSC is currently working on a project to potentially develop a Reduced Disclosure Framework. This project is currently in the research phase and a discussion paper is expected to be circulated for public comment in 2017. The objective of the project is envisaged to reduce the disclosure burden on certain entities within the Framework’s scope, i.e. entities with limited public accountability. Will this project be considered when developing the Taxonomy?
37. The amendments to the JSE Listing requirements as issued in September 2016 which, amongst other matters, will require issuers to distribute annual financial statements within four months after the end of each financial year. This amendment is effective for issuers with years ending on or after 30 September 2017. Has the CIPC considered this amendment in its timeline for requesting XBRL reporting from companies?
38. What would be the role of the FRSC, if any, in terms of the rollout of XBRL by the CIPC?
39. There is a concern shared with the FRSC regarding divergent interpretations of the Companies Act s30 requiring and entity to prepare AFSs. What is to be done with the practice whereby an entity that prepares consolidated AFSs takes the view that it is not required to prepare separate AFSs?
40. As for now, the CIPC XBRL Taxonomy Framework Architecture provides architectural diagrams, tables and code examples. Could XBRL SA elaborate on the more visual representation part of the comment? Shall we include a graphic representation of the taxonomy hierarchies?
41. Could examples of what could be included in “Out of Scope” be provided and how this information should be described in order not to confuse the user?
42. Does the CIPC XBRL taxonomy cater for inclusion of the IFRS standardsfor SME’s?
43. When a review is done, is there a “report” similar to what currently existsfor auditors?
44. After the analysis of the taxonomy contents, it was discovered that there are a lot of itemscontained compared to what is reported as part of the current annual return process. Will theadditional information with regards to coverage of taxonomy elements within the submittedreport, personal information being subject of the POPI legislation or public interest scorecomponents, be provided?
45. Will the CIPC provide the users with different technical options for the data submissionrather than going with only one single format approach?
46. How and when will external auditors be signing-off the financial statements before submission to the CIPC?
47. The data modelling approach applied in the CIPC XBRL Taxonomy seems to be logical(specifically the distinction on the entry point schema level). Does this mean the CIPC financialsubmissions could be followed by other regulators in South Africa?
48. A concern was raised that not all of the statements defined in the taxonomy are clearlystructured. Will this create confusion among the taxonomy users? As an example, the reviewerspointed to the extended link role 510 statement of cash flows, direct method that lists elementCash and cash equivalents (identified as ifrs-full_CashAndCashEquivalents) two times within thetree structure while other elements have only single instance inthe hierarchy
49. Will software vendors of major enterprise software packages/solutions be engaged toupdate their software for XBRL compliance?
50. How will the CIPC system provide assurance with regards to the correctness of AFS datasubmitted?

Questions Received During Pilot Phase

51. Mandatory Tags: What are we supposed to do when the accounts we are tagging do notcontain the information required by some of the mandatory tags? A more recent example is a setof accounts from a client we are tagging. They do not disclose the total liabilities anywhere in theiraccounts. They have separate values for current and non-current liabilities, but nowhere is there atotal that I can tag
52. Formula linkbase error messages: The messages programmed in the formula linkbase formissing mandatory tags give neither the label of the missing tag, nor the technical name which make it difficult to rectify
53. Broad Block Tags: Very broad block tags is problematic for software that segments adocument. For example, there are block tags for each accounting policy, but then a block tag forall accounting policies and then a bock tag for the entire notes to the accounts. The challenge forus is that we usually encourage our users to split their accounting policies into separate segments -each segment would contain an accounting policy. The segmentation functionality is very usefulwhen creating templates in order to standardise content across many documents. Ourunderstanding is an individual accounting policy will be encapsulated within three spare blocktags. Why such broad and overlapping tags are necessary when all the information contained inthe document will be available in the xHTML even without a block tag spanningthe content?
54. Please would you clarify if the transformationrule “ixt:numcommadecimal” from the Transformation Registry 3 can transform both “1.000,23”AND “1 000,23” into the correct number? In the sample XBRL files provided by the CIPC – formonetary elements, all values were given as 1 ZAR so it cannot help me clarify this question
55. Do the colours used when highlighting facts that have been XBRL tagged on the CIPC portalhave any significance? Should I be concerned that some are green but others red potentiallyindicating an issue?
56. The Revenue concept is in R millions. If a client is reporting in ones or thousands, how doyou want the user to address this? We can place the value in millions in a hidden section, but itwill not match the presentation of the document and it will not provide an accurate calculation
57. If a client is reporting both the Income Statement and Statement of Comprehensive Incomein the same table, do you want the table to be tagged with both “Income Statement Explanatory”and “Statement of Comprehensive Income Explanatory?”
58. Do you want every note to have the text block concept, “Disclosure of Notes and OtherExplanatory Information,” applied?
59. If there is a note that does not have a relevant text block, what is the appropriate way toaddress this?
60. What does it mean to compile AFS internally vs compiled by an independent party? Is thisseparate to having the AFS audited/reviewed by an independent external auditor?
61. If your PI score is between 100 and 350 and your AFS is not audited and not required to interms of the MOI – what is required in terms of XBRL?
62. We have noticed that in the files that we have received, we can search for the entire IFRStaxonomy, not limited to CIPC’s taxonomy. If a user selects a concept that isn’t part of the CIPCtaxonomy, will this impact the filing in any way?
63. A prospective client presents many equity values in the Directors’ Report, which they list inthe table of contents as a Primary Financial Statement, but they do not have a primary financialstatement for Statement of Changes in Equity. In this particular scenario, would the values thatcan be tagged from this section of the taxonomy be tagged in the Directors’ Report? If detailedtagging in the above scenario is required, then can you please further elaborate on other scenarios that will elicit this response?
64. Are the financial reports that the CIPC members will be filing with XBRL be available forpublic consumption through CIPC?
65. If individual applicable facts are tagged on the Primary Financial Statements, is it requiredto block tag the statements as well, do we need to do both?
66. We noticed that not all tags are being displayed when we view the tagged report from theCIPC Portal and that if you have block tagged, you cannot view the individual tags. How will we beable to check if the portal renders the tags correctly?
67. If the financial values are in the AFS and already reported on/tagged in there, do they alsoneed to be repeated i.e. tagged with the same tag, in the mandatory elements? My understandingwas, they are tagged within the same role, so it would not be necessary to repeat them, in themandatory elements? If they do need to be repeated in mandatory elements, are they labelleddifferently and to which role?
68. We have a number of dormant companies for which we need to submit Annual FinancialStatements. Please can you advise whether the XBRL tagging requirements for dormantcompanies (for which there is very little information in the AFS) are handled differentlyfrom“active” companies, or whether the requirements are exactly the same?
69. May all the mandatory information be submitted in a separate sheet/template to thedocument itself, thereby creating a document which differs from the original source document?
70. When I upload my XBRL data file, I receive “Warning” messages. Does this mean my filingwill not be accepted by the CIPC?
71. I already have a customer code for the CIPCs E-services portal. Do I need to obtain adifferent customer code to upload AFSs via XBRL?
72. My organization has several clients who are entities required to submit AFSs to the CIPC.Can I register as an intermediary and upload AFSs ontheir behalf?
73. There has been a number of updates to the taxonomy after the original release date of 31-03-2016, yet, the namespace (xmlns:cipc=”http://xbrl.cipc.co.za/taxonomy, as well as file namesare still dated with 2016-08-31. Why is this?
74. We have some entities which do not need to be audited since their PI scores are farbelow100. The MOI’s also do not require audits. The directors and/or shareholders however decided tohave them audited since we submit the financial statements to the bank and to help the auditorsto get assurance for the group numbers. My understanding is that we will not be required tosubmit the financial statements in iXBRL format for these entities since they are not “required” to be audited. Am I correct?
75. Would the registered auditor who performed the audit of a company’s financialstatements, where the audit is required by meeting the requirements set out in the Act (PI Score,keeping of assets in a fiduciary capacity and inclusion of audit in the MOI) be prohibited in termsof section 90 of the Companies Act to tag the audited financial statements for submission to the CIPC via iXBRL?

Questions Received after Roll-out of XBRL on 1 July 2018

76. Must Directors’ Emoluments be tagged and submitted along with the AFS? The issue is thatin large corporates the financial managers do not have sight of the Directors’ Emoluments (onlylegal), therefore it means the business would need to separately send off the AFS from theDirectors’ Emoluments to the XBRL vendor to tag. Also then it means the submission to CIPCwould need to be made by the legal department and not the financial managers – in order to limitsight of the confidential directors emoluments document
77. As a bank it has been agreed we would block tag banks and insurance entities primaryfinancials, but we rather tried to make them fit in to the taxonomy. So what you will note in ourSOCI is anything that is revenue is tagged as revenue, for example if its fee and commissionincome, or insurance income, we tagged it as revenue to ensure the total revenue value on yourside can be validated against the Annual Return Turnover, instead of getting the classificationcorrect. So even if a tag exists we did not use that tag, unless it rolls up into revenue, but onlyinterest income rolls up into revenue so we couldn’t really use the others as revenue. Doesthismake sense?
78. Please could you assist us with feedback in terms of the requirement of Social and EthicsCommittee reports becoming mandatory when the Public Interest Score (PIS) is more than 500?
79. We received a validation error that our Public Interest Score (PIS) is more than 500 and thata Social and Ethics Report is therefore required to be included in the XBRL filing. How is thispossible, since our PIS is calculated to be lessthan 500?
80. Please could you assist with regards to the question about the number of individuals with abeneficial interest in the securities of a company? This is particularly as it applies to listedcompanies. Would we need to request a BND download from STRATE to arrive at the number, oris there a simpler/quick and easy way of noting that a listed company has multipleshareholders?

Do we need to request the BND as at the date of the financial year end so that we can make surethat the share register for that month is kept to hand to ensure that we have the informationwhen we need it?

81. What is included in the definition of Turnover for the calculation of Annual Return, anddoes this include interest and recoveries?
82. What does it mean when I upload a XBRL file and I get a message that errors occurred, butwhen I view the errors, I see a blank screen?

Revisions

Introducing the most efficient and effective way of digitalreporting – iXBRL

1. Legislative Mandate

• The legal and strategic mandate for submission of AFSs to the CIPC is prescribed by theCompanies Act, No. 71 of 2008, as amended by Companies Act 3 of 2011
• Section 30 Annual Financial Statements and Regulation 30 Annual Financial Statementmakesprovision for submission of AFSs. Regulation 30 (5) (a) specifically mentions the Commissionmust establish a system to review AFSs with the objective of monitoring compliance with theAct
• According to Section 6 (13)(a)(iii) the system to be established by the Commission may useany means of electronic communication, to facilitate the automated filing of any informationcontemplated by the Act. This includes a determination to use XBRL

2. What are the benefits of using XBRL?

Obtain data which can be entered automatically into systems without re-keying,re-formatting or other “translation”effort;

• Dramatically reduce costs by automating routine tasks;
• Quickly and automatically identify problems with filings;
• Analyse and compare data much more quickly, efficiently and reliably, and can benefit fromthe use of software in validation and analysis;
• Monitor data and activities and reach judgements with far greater speed and confidence;
• Focus effort on analysis, decision-making and dealing with counterparties rather than ondata manipulation;
• Provide a much faster and focused response to counterparties;
• Will eventually provide one common standard of reporting to all regulators in South Africa,meaning the same set of annual financial statements will be re-usable. Elimination ofduplications and differences in reporting to various regulators will be achieved.

3. Why are we going the XBRL route?

• By using XBRL, companies and other producers of financial data and business reports canautomate the processes of data collection. For example, data from different companydivisions with different accounting systems can be assembled quickly, cheaply, and efficiently if the sources of information have been upgraded to using XBRL.

4. Who stands to benefit?

• Entities who prepare financial statements: More efficient
• preparation of financial statements because they will be created one time and rendered asprinted reports, as other regulatory filings;
• Analysts, Investors, and Regulators: Enhanced distribution and usability of existing financialstatement information. Automated analysis, significantly less re-keying of financialinformation from one form into another form, receiving information in the format youprefer for your specific style of analysis;
• Financial publishers and data aggregators: More efficient data collection lowers operatingcosts associated with custom, idiosyncratic data feeds and reducing errors whileconcentrating on adding value to the data and increasing transaction capacity
• Independent Software Vendors: Virtually any software products that manages financialinformation could use XBRL for its data export and import formats, thereby increasing itspotential for full-interoperability with other financial and analytical applications.

5. Where is XBRL applicable?

• XBRL can be applied to a very wide range of business and financial data. Among other things,it can handle:
• Company internal and external financial and business reporting;
• Business reporting and exchange of information within all types of regulators, includingtax and financial authorities, central banks, and governments;
• Filing of loan reports and applications;
• Credit risk assessments;
• Authoritative accounting literature, providing a standard way of describing accountingdocuments provided by authoritative bodies.

6. When are we rolling out XBRL?

CIPC officially rolled out XBRL reporting as of 1 July 2018 and Phase 2 as of 01 October 2019

7. Which Data Elements need to be submitted via XBRL?

The CIPC taxonomy’s scope main focus is on covering the reporting requirements of domesticentities as prescribed by Companies Act, No. 71 of 2008 and Close Corporations Act 69 of 1984.Apart from the SA-specific requirements, the IFRS taxonomy, Full and IFRS SME, as developedby the International Accounting Standards Board (IASB) in terms of the 2016, 2017, 2018 and2019 IFRS changes has been incorporated 20

Please Note: Depending on the regulations of the Companies Act applicable to a specific entity,all entities MUST submit their Annual Financial Statement together with their Annual Returns.

The overall approach for tagging of Annual Financial Statements for the start of this Programmeis based on the Minimum Tagging approach. At the highest level the whole statutory annualfinancial statement needs to be tagged with the iXBRL tags.

Minimum tagging for AFSs will comprise of individual tagging of all applicable facts ofthe Primary Financial Statements (PFSs) aslisted below:

• Statement of financial position, current/non-current;
  • Statement of financial position, order of liquidity;
  • Statement of comprehensive income, profit or loss, by function of expense;
  • Statement of comprehensive income, profit or loss, by nature of expense;
  • Statement of comprehensive income, OCI components presented before tax;
  • Statement of comprehensive income, OCI components presented net of tax;
  • Statement of cash flows, direct method;
  • Statement of cash flows, indirect method;
  • Statement of changes in equity;
  • Statement of changes in net assets available for benefits.

Please Note:

• For each applicable statement above, the correct associated Block Tag (e.g. Statement offinancial position [text block]) will be applied to the whole statement;
• All financial facts listed in the applicable above statements above are also required to betagged on an individual basis, except where a specific data element doesn’t apply to a cliententity. For instance, without quoting specific data elements in the taxonomy, if an entitydoesn’t have Property, plant and equipment, it will not be possible to report on theProperty, plant and equipment, and therefore such financial facts will not apply.
• Block tagging: All Accounting Policies, Directors Reports, Directors ResponsibilityStatements, Independent Auditors/Reviewers Reports, Company Secretary Reports,Corporate Governance Reports, and Notes are required to be block tagged, meaning the fulltext thereof should be tagged with a single taxonomy element marked as [text block], placedas the top parent element of each relevant structure (e.g. for [800.500] Disclosures–Directors’ report element Disclosure of directors’ report [text block] could be used for blocktagging). Due to potentially extensive description of accounting policies and explanatorynotes, it is recommended to use specific text block items listed as child elements in the Listof Notes and List of accounting policies structures.

If a company has 30 different accounting policies (the taxonomy that has under ELR 800.400all the individual accounting policies) it will mean the entity will have 30 Block Tags forindividual accounting policies and one Block tag (Disclosure of significant accounting policies[text block]) for all accounting policies, meaning 31 text blocks in total. Similarly, one big textblock for the director’s report and the smaller individual text blocks within it. One big textblock for the Income statement and then the individual line items.

• If the detail elements from the notes below are presented in the PFSs they should be usedfor tagging as part of the PFSs, and there is no need to tag them individually across the notesas well.
• Sub-classifications of assets, liabilities and equities
• Analysis of income and expense

For instance, “Revenue from sale of goods” as part of the “Analysis of income and expense”notes, may find indirect reference in the “Statement of comprehensive income, profit orloss, by function of expense” as part of the “Revenue” data element, and then the relevantdata element in the “Statement of comprehensive income, profit or loss, by function ofexpense” should be tagged individually with an actual monetary value, It is NOT necessary totag “Revenue from sale of goods” in the notes as an individual data element

• Although the minimum requirements for every entity are determined as explained above,there are 31 mandatory data elements that will be validated for ALL entities, irrespectiveofthe report they are referenced in. These elements are all included in the validation rules ofthe taxonomy, and omitting any of these elements, will result in the rejection of asubmission. These elements (marked with the word ERROR) are indicated by the followinglinks on the CIPC website as of both the 2016 taxonomy and the 2019 Taxonomyframework:

http://www.cipc.co.za/files/2915/2542/7716/CIPC_Taxonomy_Mandatory_Data_Elements_-_2018-05-02.xlsx

http://www.cipc.co.za/files/6315/6647/5991/CIPC_XBRL_Taxonomy_Mandatory_Elements_-_2019-08-02.xlsx

http://xbrl.cipc.co.za/Other_Taxonomy_Files/Draft/2019-09-30/def/

• The following data elements, although not mandatory, will require an explanation via afootnote when not applicable (they still MUST be present in the report with nil value):
• Increase (decrease) in equity
• Cash and cash equivalents
• Increase (decrease) in cash and cash equivalents
• Cash flows from (used in) financing activities
• Cash flows from (used in) investing activities
• Cash flows from (used in) operating activities
• Comprehensive income
• Other comprehensive income
• Tax expense (income), continuing operations
• Profit (loss)
• Profit (loss) before tax
• Assets
• Equity
• Equity and liabilities
• Cell phone number of company
• Other data elements part of the minimum tagging requirements should be taggedindividually where applicable to a specific entity.
• In the event that an entity wants to report on a financial fact that is not represented inthe CIPC taxonomy, they can report on that fact by using the most relevant “other” dataelement of the relevant report. In such cases the nature of the fact needs to beexplained via a XBRL footnote linked to the relevant “other” data element. Should twoor more similar financial facts not be able to be tagged then the consolidated monetaryvalue will be tagged against the relevant “other” element and explained via XBRLFootnote the composition of the value.
• Calculation rules (as per the calculation linkbase) defined in the CIPC taxonomy are onlyindicative as per the IFRS taxonomy, therefore in case of calculation errors, the reportsWILL NOT be rejected upon submission to CIPC. These calculation errors are to be seen as “Warnings”.
• Exception – Banks and Insurance Companies who may not be in a position to report onactual data elements in the Primary Financial Statements, MUST block tag wholestatements using designated explanatory text blocks defined as placeholders of each PFSstructure in the taxonomy (e.g. for the balance sheet items, Statement of financialposition [text block] shall be used to block tagging). In such cases, Banks and InsuranceCompanies may disregard the detail tagging of the Statements, except of the abovementioned 31 mandatory items that must be present in the report and the rest ofReports, Notes to the Annual Financial Statements and Accounting Policies (for PFSsthese are only Revenue and Liabilities which are required for the Public Interest Scorecalculation).

8. What about the additional IFRS data elements?

• The CIPC taxonomy includes both CIPC-specific requirements as well as full incorporationof the full IFRS specifications in terms of the 2016 & recent 2019 taxonomy changes. Forinitial implementation of XBRL on 1 July 2018 and as of the 01st October 2019, only thedata elements as defined in the minimum requirements are to be tagged in alignmentwith the taxonomy standards mentioned section 7 of this document. The other dataelements in the taxonomy can be ignored for the initial implementation, but will beimplemented over time as part of a phased approach. The minimum requirements willbe extended in subsequent years. The CIPC will communicate extended requirements forsubsequent years as and when applicable.

9. What is the estimated value required to implement the software atclients?

• Every client will incur different costs to integrate their backend systems with the newXBRL interface. For the pilot project, both the “old way” and the “new way” will bemaintained in parallel until XBRL submissions have stabilised;
• Costs will be determined by whether clients already have central repositories ofstructured financial data (databases), or whether financial data are compiled manuallyfor every submission;
• Where central databases already exist, exporting of data according to the XBRLtaxonomy should be fairly simple and not very expensive;
• Costs for qualifying entities will also be determined by whether qualifying entitieschoose to integrate XBRL fully into their back-end processes, or whether a solution thatwill cater for manual tagging will be selected.

10. How does XBRL work? How does XBRL do this? How can you be sure toget the correct information using XBRL?

There are a number of requirements for the successful deployment of XBRL. They are:

• Creation of a specification that is the same for all entities that is consistent from one financialstatement to another through a taxonomy (dictionary of financial facts);
• An application that will allow the creation of financial statements “tagged” with XBRL thatadhere to the specifications (exporting financial data into iXBRL format) at every clientcompany;
• A web application (portal) at the CIPC for uploading of annual financial statements in iXBRLformat

Please Note:

• XBRL is explained by the problems solved. If there is not a consistent specification thatworks for all entities, preparation of automated rendering and extraction tools will need tobe prepared for each different specification used to create financial statements. This is notvery efficient. This is why the accounting profession’s vision is to create one specificationthat everyone uses. There will be specifications that will meet the needs for each particularindustry, but all specifications will use a similarframework.
• There is one way to achieve this consistency: XBRL (not PDF, HTML, raw text, or any othermethod). The goal is to create a standards-based method to prepare and publish in a varietyof formats, exchange and analyse financial statements across all software formats.
• XBRL for financial statements will provide agreement on the terms used by establishinguniform categories for financial data. Yet, the system remains flexible to accommodate anycompany’s internal environments, processes, systems, and even styles.

11. For which set of Annual Financial Statements will XBRL reportingapply?

• The first submission of AFSs from 1 July 2018 will apply to the latest available AFSsprepared, approved and audited irrespective of the year.

12. Which Entities will be using XBRL for submission ofAFSs?

• In terms of Section 33 of the Companies Act 71 of 2008, and regulations 28, 29 and 30 ofthe Companies Regulations of 2011, the following entities as they submit Annual Returnsthey need to also submit their AFS’s through XBRL as from 1 July 2018
• All public companies;
• Private companies (qualifying and currently submitting using PDF);
• State owned companies;
• Non-profit entities;
• Close Corporations (qualifying and currently submitting using PDF)

Please note:

The CIPC XBRL taxonomy 2016 & the latest 2019 version is applicable forconsolidated reports (which include figures and other information for both a group orparent entity, and solo reports containing data of a single entity. This distinction ismodelled using XBRL dimension Consolidated and separate financial statements [axis]that is defined in the base IFRS component of the framework. There are no distinctfiles, extended link roles, indicating which information is reportable only on solo andwhich on consolidated basis. It is the responsibility of reporting entities to providevalid information in this regard in instance documents. A single XBRL instancedocument can contain solo as well as consolidated data.

An entity that controls one or more other entities are required to submit consolidatedAFSs. Every domestic subsidiary needs to submit their own individual AFSs, while foreignsubsidiaries not registered with the CIPC don’t have to. Parent entities must submit theirown entity details plus consolidated details for ALL subsidiaries (domestic and foreign) inthe same set of AFSs. When a parent and subsidiaries have different dates ofincorporation, the parent entity submit consolidated data for its subsidiaries as up to itsown date of incorporation.

• Co-operatives will not initially be required to submit AFSs via XBRL. However, this maypossible be required in future. A customer notice will be issued in the event that theCIPC decides to include Co-operatives.
• Trusts are currently not regulated by the CIPC and therefore don’t need to submitAFSs.
• Any entity not required to have their AFSs audited, may elect to voluntarily file theiraudited or independently reviewed AFSs with their annual returns.

13. How will Close Corporations be affected by the Roll-out of XBRL?

• According to the amendment of section 58 of the Close Corporations Act 69 of 1984section 58, as substituted by section 12 of Act 38 of 1986 and amended by section 4 ofAct 64 of 1988, the members of a corporation shall within six months after the end ofevery financial year of the corporation, cause Annual Financial Statements in respect ofthat financial year to be made out.
• Submission of AFSs for CC’s will therefore also be required via XBRL as from 1 July 2018,subject to the same requirements applicable to other entities as stipulated by theCompanies Act (see next paragraph).

14. How do I know whether the Entity I belong to needs to Comply withthe XBRL Determination of the CIPC?

If any of the following criteria apply to your entity, you need to comply:

• If your entity has a Memorandum of Incorporation that prescribes auditing of financialstatements, you need to submit AFSs;
• If your entity is a private or personal liability company if, in the ordinary course of itsprimary activities, it holds assets in a fiduciary capacity for persons who are not relatedto the company, and the aggregate value of such assets held at any time during thefinancial year exceeds R5 million, you need to submitAFSs;
• If your entity is a private or personal liability company that compiles its AFSs internally(for example, by its financial director or one of the owners) and that has a Public InterestScore (PIS) of 100 or more, you need to submit AFS;
• If your entity is a private or personal liability company that has its AFSs compiled by anindependent party (such as an external accountant) and that has a Public Interest Score(PIS) of 350 or more, you need to submit AFSs;

Unless the your entity has opted to have its Annual Financial Statements audited or voluntarilyincluded audit as part of its Memorandum of Incorporation (MOI), a private or personal liabilitycompany that is not managed by its owners may be subject to independent review if:

• It compiles its AFSs internally and its Public Interest Score is less than 100;
• It has its AFSs compiled independently and its Public Interest Scoreis between 100 and349;

Please Note: Reg. 30 (3) makes it clear that entities “may” file a copy of their AFSs when theirAFSs were independently reviewed. In contrast Reg. 30 (2) says entities whose financials areaudited “must” file a copy of the latest approved annual financial statements.

Therefore, usage of XBRL for filing of AFSs is mandatory for entities who must submit auditedAFS, usage of XBRL is also available for entities who would like to file Independently ReviewedAFSs, but it is not mandatory. They can still file a Financial Accountability Supplement (FAS) asprescribed in Regulation 30 (4).

15. Is CIPC planning to differentiate tagging/ submission requirements by size of entity/ industry or otherfactors?

• Yes the CIPC will differentiate tagging requirements by size of entity and type of entity asexplained. Minimum tagging applies for all entities, but the exact data elements to betagged will be determined by whether and entity uses the IFRS-FULL or IFRS-SME entrypoints into the taxonomy, as indicated by the table below that defines when an entity isrequired to report according to IFRS-FULL and when it is allowed to report according toIFRS-SME:

16. How do entities determine when their first AFSs will be due viaXBRL?

• As per current compliance process in the Act, entities submit their Annual Returns 30business days after the annual anniversary of their Date of Incorporation, when submissionof AFSs applies to them, except when an entity is a Close Corporation. CC’s have 60 businessdays to submit their AFSs from the first day of the month of the anniversary of their date ofincorporation.
• Entities are required to submit their latest final approved audited or independentlyreviewed Annual Financial Statements together with their Annual Returns, on the same dayas their Annual Returns. The first date of submissions via XBRL, will be the first date ofsubmission that falls on or after 1 July 2018, irrespective of the year of their latest finalapproved audited or independently reviewed Annual Financial Statements.

17. Which reports are subject to XBRL submission?

• Annual Financial Statements together with Annual Returns

18. How detailed data should be tagged?

• The CIPC will provide guideline documents explaining the technical tagging rules to befollowed

19. Will one report be required per one submission or will multiplereports be possible to submit in one package?

• Multiple reports must be submitted together (e.g. ARs and AFSs) However, only one data filemust be submitted containing all date required for reporting. This must be done as iXBRLversion 1.1 tagged data embedded in a single XHTML file. Please refer to the “FilersGuidelines – Technical Aspects” document for more details.

20. Will extensions to the CIPC XBRL taxonomy be required orallowed?

• Not required for the first phase launched on the 1st July 2018 and the second phase of theProgramme launched on the 1st October 2019, however an announcement with regards tothis matter will be made when this becomes applicable

Revisions and corrections

21. How will CIPC organise/ accept revisions and corrections to thetaxonomy?

• Whenever IASB makes changes to the IFRS standard, the FRSC will review the changes in theIFRS taxonomy to determine which of the changes must be implemented to the CIPCstaxonomy. CIPC will publish and implement the changes according to the new version of thetaxonomy.
• Whenever the rules incorporated in the IFRS taxonomy or other changes prompted bychanges in the Companies Act or regulatory approach of the CIPC, as accepted by the FRSC ,both the taxonomy and software solution of the CIPC will be updated accordingly.Reasonable advance notice of the implementation of taxonomy changes will becommunicated to qualifying entities in order to allow for updates to tagging software usedby them.

22. Will CIPC taxonomy be updated to the latest IFRS everyyear?

• Yes, it will be updated as and when changes applicable are adopted.

23. How will new IFRS standards and their effective datesimpact theCIPC taxonomy?

• Once the changes have been communicated, CIPC will ensure that amendments are incorporated into the revised / updated taxonomy

24. Where can I find the CIPC XBRL taxonomy?

• The CIPC XBRL taxonomy 2016 & the latest 2019 taxonomy, data model, mandatory elements and architecture/ framework documents, etc. have been published on the CIPCwebsite for the public. Please refer to the link below:

http://www.cipc.co.za/index.php?cID=1329

http://xbrl.cipc.co.za/Other_Taxonomy_Files/Draft/2019-09-30/

25. Will XBRL files be required to be audited?

• The CIPC portal for uploading of AFSs in XBRL format will have a policy checkbox that will bemandatory to click by users before uploading will be allowed. The policy will declare that byuploading AFS data, the particular entity provides assurance that the AFSs have beenapproved and signed-off by directors and/or and auditors, even though PDFs won’taccompany the uploaded data.
• Qualifying entities will therefore still be required to maintain audit or independent reviewrequirements as currently prescribed by the Companies Act, but only the XBRL format ofAFSs will be uploaded via the CIPCs portal. Entities are however required by the Act to keepaudit and independent review reports for a period of seven years, and the CIPC can at anypoint request access to these reports.

26. Is CIPC going to organise conferences/ seminars/ webinarstoprepare industry?

• Yes. The CIPC will continuously embark on roadshows, webinars, and other means to createawareness of the XBRL Programme, and to provide qualifying entities and other stakeholderswith guidance.

27. Is CIPC going to certify software compliant with XBRL taxonomy?

• No, the CIPC will not officially endorse any software service providers or their softwaresolutions, but a software service provider’s panel has been established. The purpose of thepanel is to ensure that quality solutions are provided to qualifying entities. The CIPC intendsto communicate details of software service providers considered to be capable of providingXBRL solutions by publishing a list of recommended software service providers that adhere tothe minimum technical requirements on the CIPC website.

28. Is CIPC going to supply reporting toolkits / software tofilers?

• No, the project only involves providing a mechanism for uploading financial data in XBRL format from filers. No reporting tools will be developed by CIPC for filers. However, asmentioned above, the CIPC will provide details on software service providers who will beable to provide tagging software to qualifying entities.
• In addition to information of software service providers, the CIPC will communicate thedetails of an online Validation Engine/Service that the solutions of software service providerscan utilize freely for validation of rules built into the taxonomy, but this service will not beprovided directly by the CIPC.

29. Who can I ask XBRL-related questions at the CIPC?

• Hennie Viljoen (XBRL Project Manager) at MMasilela@cipc.co.za . Queries can also be sent toXBRL@cipc.co.za. Information about the programme is also available on the CIPC website(www.cipc.co.za).

30. What will be the non-compliance fees and consequences?

• According to the Companies Act 71 of 2008 as amended, all entities need to submit AFS orreturns through a system defined by CIPC. Any of the entities that contravenes the law willbe subjected to the following actions taken against them:
• For failing to submit ARs deregistration of the entity or penalties may apply
• For failing to submit AFSs an investigation will be done. After the investigation acompliance notice will be issued mentioning a deadline to comply. Failure to complyby the specified date, a fine may be issued or formal prosecution may be instigated.

31. The XBRL taxonomy requirements will be effective in 2018. Whenwould it be applicable for entities with financial years beginning onor after 1 January 2018 or those entities with financial years endingon or after 1 January 2018?

• The planned XBRL implementation date is 01 July 2018. The year of 2017 will be dedicated toimplementation of a change management programme to ensure that qualifying entities areprepared in advance for the implementation. The entities to be used during the pilot phasewill also be notified in advance in consultation, especially the relevant CFOs or FinancialDirectors. Filer’s guidelines will be published for use by affected entities as guidance orreference.

32. Will only listed entities be required to lodge the separate entityAFSs and/or consolidated AFSs in this format?

• All entities incorporated in terms of the Companies Act 2008 as amended are a responsibilityof the Commission including their related filing obligations. In the business landscape ofSouth Africa, an incorporated entity is subject to various pieces of legislation out of whichevery regulator derives its mandate. CIPC Taxonomy is developed in accordance with IFRS as required in terms of the Act, and within the same taxonomy, an IFRS-based dimension,Consolidated andSeparateFinancialStatementsAxis is included and applicable to all primaryfinancial statements and the explanatory notes as prescribed by the IFRS Standard

33. What will be the interaction between AFSs to be lodged and the annual returns required to be lodged by the entities?

• The XBRL functionality is aimed at ensuring that entities are able to file their annual financialstatements electronically and not submit a PDF document to an e-mail address as it iscurrently happening. The entry points as defined in the current taxonomy requires entities tofile both annual returns and AFSs at the same time.

34. Is it true that the IASB’sIFRS Taxonomy is used as the basisfor theIFRS disclosures included in the AFSs and that the relevantrequirements of the Companies Act have been incorporated intothe taxonomy?

• Yes, in the current CIPC XBRL Taxonomy only two IFRS explanatory notes were included: Subclassification of assets, liabilities and equities and Analysis of income and expense. In thefuture releases the CIPC may intend to expand the scope of the notesrequired;
• As for the Companies Act requirements: Directors’ report, Directors’ responsibilitystatement, Company secretary’s statement, Auditors’ report, Independent reviewers’report, Directors’ functions and remunerations were included in the taxonomy scope.

35. Were the requirements of the JSE listing requirements and theSAICA Guides and Financial Reporting Pronouncements issued bythe FRSC been incorporated into the taxonomy? Specific standardsissued in SA which would not be covered by the IASB taxonomy arerelated, for example, to BBBEE transactions

• The above mentioned requirements are not part of the CIPC XBRL taxonomy scope.Depending on the future taxonomy updates and possibility of cooperation with the otherinstitutions, these requirements can be included as CIPC conducts updates. The currenttaxonomy architecture follows the standard prescribed by the XBRL South Africa whichallows for incorporation of other reporting standards, requirements and frameworks, andwas developed with the assumption of joint cooperation of all regulators in South Africa.During the CIPC XBRL round-table event, held in Bruma, South Africa; on 12th of August2015, South African regulators initially agreed on the urgent need for establishing of a SARegulatory Data Harmonisation Group that will serve promotion of the concept ofcollaboration on the development of harmonised business metadata architectures, and useof inter-operable data standards. The above mentioned Working Group has already startedworking on the common dictionaries that could be ultimately transformed into XBRLtaxonomies. For reference, the XBRL SA Standard Architecture is available publicly under thefollowing link:

http://za.xbrl.org/wp-content/uploads/sites/6/2015/06/XBRL-SA-Standard-ArchitectureDocument-PUBLICDRAFT.pdf

36. The FRSC is currently working on a project to potentially develop aReduced Disclosure Framework. This project is currently in theresearch phase and a discussion paper is expected to becirculatedfor public comment in 2017. The objective of the project isenvisaged to reduce the disclosure burden on certainentitieswithin the Framework’s scope, i.e. entities with limited publicaccountability. Will this project be considered when developingthe Taxonomy?

• FRSC can be included in the Data Harmonization Working Group as this framework couldbe incorporated into common SA data model and/or XBRL SA taxonomy set. It could alsobe beneficial for FRSC to have some data modelling and XBRL guidance to betterunderstand the possibilities of synchronization with other reporting frameworks on thetaxonomy level.

37. The amendments to the JSE Listing requirements as issued inSeptember 2016 which, amongst other matters, will requireissuers to distribute annual financial statements within fourmonths after the end of each financial year. This amendment iseffective for issuers with years-ending on or after 30 September2017. Has the CIPC considered this amendment in its timelineforrequesting XBRL reporting from companies?

• No, The Companies Act guides CIPC in the implementation of its own mandate and notthe listing requirements of the JSE

38. What would be the role of the FRSC, if any, in terms of the rolloutof XBRL by the CIPC?

• There is a need for close working relations between CIPC and FRSC in order to ensure asmooth transition of financial reporting into the XBRL format and in line with the IFRSstandards. FRSC can be the facilitator of the knowledge transfer on IFRS/XBRL relatedmatters (from a business perspective).

39. There is a concern shared with the FRSC regarding divergent interpretations of the Companies Act s30 requiring and entity toprepare AFSs. What is to be done with the practice whereby anentity that prepares consolidated AFSstakes the view that it is notrequired to prepare separate AFSs?

• In the analysis of the AFS, CIPC is guided by the Companies Act with IFRS providingguidance. Some of the standards which assist CIPC with the interpretation of thesections in the Act relating to Annual Financial Statements analysis and reviews,includes:-
• IAS 27: https://www.iasplus.com/en/standards/ias/ias27
• IFRS10: https://www.iasplus.com/en/standards/ifrs/ifrs10
• IFRS 12: https://www.iasplus.com/en/standards/ifrs/ifrss 12

Therefore, separate AFSs need to be prepared

40. As for now, the CIPC XBRL Taxonomy Framework Architectureprovides architectural diagrams, tables and code examples. CouldXBRL SA elaborate on the more visual representation part of thecomment? Shall we include a graphic representation of thetaxonomy hierarchies?

• Current information scope covered by the CIPC XBRL Taxonomy is limited to theCompanies Act, No. 71 of 2008 requirements for domestic entities and to PrimaryFinancial Statements (plus additional two disclosure notes) hierarchies as prescribed bythe IFRS Bound Volume and XBRL Taxonomy as released 2016-03-31. This information isexplicitly stated within the section 2. Data Model of the CIPC XBRL TaxonomyFramework Architecture document (please refer to www.cipc.co.za). CIPC does not see,at this point, any value added (rather than unnecessary confusion) to the taxonomyusers, therefore there are no plans of including such section to the architecturedocument.

41. Could examples of what could be included in “Out of Scope” beprovided and how this information should be described in ordernot to confuse the user?

• The XBRL community raised a question with regards to the data modelling approachtaken in the structure defined under [800.600] Disclosures – Auditor’s reportextended link role. The query involved an exemplary situation in which multiple auditfirms would be signing the audit report and whether that would be possible from thetaxonomy perspective;
• CIPC did take into consideration scenarios mentioned in the XBRL SA questions duringthe modelling process of the respective structure, however only main auditorinformation is required to be stored within the CIPC internal systems. The Auditor’sreport is structured in a way that indicates a single auditor to be reported by theentities. Although the elements describing the particulars of the auditor arealphanumeric (stringItemType) without any restrictions applied, there is no technicalpossibility for those elements to be reported in the XBRL report more than once (underthe same contextual information). If the requirements will change in the future, theCIPC will take appropriate measures in order to accommodate this into the taxonomy.One of the possible ways of approaching this would be applying the type dimension andcreate an open table without any restriction on number ofrows/columns;
• XBRL SA Working Group performed the testing of the CIPC XBRL Taxonomy using theopen source taxonomy viewer and validator, Arelle. Main point of entry to theDiscoverable Taxonomy Set (DTS) used for validation wasfull_cipc_entry_point_2016-07-31.xsd. However selective entry point schemaswere tested as well. The validation was performed without any inconsistencies or errorsraised, with compliance checks against all XBRL specifications applied in the CIPC XBRLTaxonomy. Concepts were scanned visually and checked for their consistency and stylesapplied.

42. Does the CIPC XBRL taxonomy cater for inclusion of the IFRSstandards for SME’s?

• Yes. Although, the CA Module is not using directly the concepts prescribed by the IFRSfor SMEs standards, a full original version of the IFRS XBRL Taxonomy is included withinthe CIPC XBRL Taxonomy Set (in the Definition layer). It includes the Full IFRS standards,IFRS for SMEs and Management Commentary.

43. When a review is done, is there a “report” similar towhatcurrently exists for auditors?

• Yes. The report will be produced once the instance documents have been validated andstored. This has to be similar to the auditor’s report.

44. After the analysis of the taxonomy contents, it was discoveredthat there are a lot of items contained compared to what isreported as part of the current annual return process. Willtheadditional information with regards to coverage of taxonomyelements within the submitted report, personal informationbeing subject of the POPI legislation or public interest scorecomponents, be provided?

• Yes. There is a minimum requirements approach taken. That means that the reporting entities would be required to submit all information requested (in their possession).

With regards to the disclosure of personal information, all data that CIPC keeps is publicinformation as per the mandate, unless the law (or practice) requires otherwise. TheCIPC will make all necessary assurances for the data protection policy to be followedunder The Protection of Personal Information Act (POPI);

• As for the Maximum number of individuals with a beneficial interest, in securities of thecompany, or members in case of non-profit company CIPC is following what is prescribedby the Companies Regulation Act 2011 Section 26(2). The Beneficial ownershipinformation will be required annually once it becomes a law under the Companies Actand or there will be specific guidance to industry and regulators.

45. Will the CIPC provide the users with different technicaloptionsfor the data submission rather than going with only one singleformat approach?

• No. The CIPC will require submissions only in iXBRL format version 1.1. The iXBRL datamust be imbedded within a single XHTML file.

46. How and when will external auditors be signing-off thefinancialstatements before submission to the CIPC?

• The CIPC will still require sign-off of AFSs as previously, but it will not be required toupload signed- off PDF files any more. Only the iXBRL AFS data will be required to besubmitted to the CIPC. However, signed off AFS are required by the Act to be kept byqualifying entities for seven (7) years, and the CIPC can at any point request access tothose audited AFSs.

47. The data modelling approach applied in the CIPC XBRL Taxonomyseems to be logical (specifically the distinction on the entry pointschema level). Does this mean the CIPC financial submissionscould be followed by other regulators in South Africa?

• Yes. This only confirms the right decision of the CIPC to be following the XBRL SouthAfrican Standard and Governance Architecture, as published by the XBRL SA Jurisdictionin May 2015;
• The CIPC XBRL Taxonomy Framework Architecture document informs that a number ofstructures defined in the CIPC XBRL Taxonomy is taken (unchanged in terms of thebusiness scope) from the IFRS XBRL Taxonomy 2016, as released by the InternationalAccounting Standards Board (IASB) on 31st of March 2016. This decision was made inaccordance to the Companies Act, No. 71 of 2008, section 29(5)(b) stating that in thecase of financial reporting standards, financial statements to be provided along with theannual returns must be consistent with the International Financial Reporting Standardsof the IASB. Therefore the content of the following hierarchies defined by the CIPC XBRL

Taxonomy is as prescribed by the IFRS Foundation and IASB (which are the standardsetters):

• [210.000] Statement of financial position, current/non-current
• [220.000] Statement of financial position, order of liquidity
• [310.000] Statement of comprehensive income, profit or loss, byfunction of expense
• [320.000] Statement of comprehensive income, profit or loss, bynature of expense
• [410.000] Statement of comprehensive income, OCI componentspresented net of tax
• [420.000] Statement of comprehensive income, OCI componentspresented before tax
• [510.000] Statement of cash flows, direct method
• [520.000] Statement of cash flows, indirect method
• [600.000] Statement of changes in equity
• [700.000] Statement of changes in net assets available for benefits
• [800.100] Notes – Sub classifications of assets, liabilities andequities
• [800.200] Notes – Analysis of income and expense
• This approach will allow for the comparison of the reported data with otherinternational regulators of importance to the CIPC. After the initial phase of theimplementation of the CIPC XBRL Taxonomy in the South African market, feedbackrelated to the information scope, gathered from the reporting entities, will be taken intoconsideration. CIPC does not exclude future amendments to the IFRS structures and willadditionally seek advice with the FRSC and other relevant bodies.

48. A concern was raised that not all of the statements defined in thetaxonomy are clearly structured. Will this create confusionamong the taxonomy users? As an example, the reviewerspointed to the extended link role 510 statement of cash flows,direct method that lists element Cash and cash equivalents(identified as ifrs-full_CashAndCashEquivalents) two times withinthe tree structure while other elements have only single instancein the hierarchy

• With regards to the point raised related the Cash and cash equivalents element, thistechnique was applied intentionally by the IFRS team, to allow the reporting entities toprovide the comparative fact from the previous year end for the calculation purposes.Although the same element is used twice within the same structure, the facts providedin the instance document will be different, as reported with different contextualinformation (context element with different period stated). In order not to create theconfusion for the filers, a preferredLabel attribute on the presentationArc was defined todistinguish the purpose of the particular position from the statement. This attributeshould be read by the XBRL software and display the corresponding labels applied (e.g.with arcrole periodStartLabel and periodEndLabel) as shown on the screen below:

49. Will software vendors of major enterprise softwarepackages/solutions be engaged to update their software forXBRLcompliance?

• Yes. The CIPC does agree that the communication with the software vendors’community as well as public knowledge transfer and awareness sharing, will be a crucialpart of the Programme to assure smooth transition to the XBRL standard. Efforts will bemade to persuade major solutions providers (e.g. providers of ERP solutions) to adapttheir software for XBRL compliance (e.g. exporting annual financial statements to XBRLinstance files). The established Software Service Providers Panel will be the preferredforum of the CIPC to communicate with software service providers. However, it isimportant to note that qualifying entities also have the responsibility to engage withservice providers of software they use currently, or other service providers that maybeable to provide them with XBRL-capable software solutions.

50. How will the CIPC system provide assurance with regardsto thecorrectness of AFS data submitted?

• It is envisaged that the CIPC system will run automated validations on all data submittedagainst rules of the taxonomy. The system will send an e-mail reply to the user aftersubmission, flagging the submission either as “accepted” if all validation tests werepassed, or “rejected” when some of the validations failed. In the case of validationfailures, the system will send a report to the user listing the reasons for rejection basedon the failed validations, in which case the user will need to correct the data and resubmit.

Questions Received During Pilot Phase

51. Mandatory Tags: What are we supposed to do when theaccountswe are tagging do not contain the information required by someof the mandatory tags? A more recent example is a set ofaccounts from a client we are tagging. They do not disclose thetotal liabilities anywhere in their accounts. They have separatevalues for current and non-current liabilities, but nowhere isthere a total that I can tag

• The only mandatory items from the PFSs are Liabilities and Revenue (Turnover) and they are crucial for the calculation of the Public Interest Score which serves as basis for theannual returns fees. If a company is not reporting a total value on the face of theirfinancial statements, recommendation is to manually sum current and non-currentliabilities and provide a tag within the hidden section of the report.

52. Formula linkbase error messages: The messages programmed inthe formula linkbase for missing mandatory tags give neither thelabel of the missing tag, nor the technical name which makeitdifficult to rectify

For example:

valueAssertion_74 has the message “The value of “Name of designated person responsiblefor compliance” MUST be reported for the current reporting period.” This rule checks forthe presence of the tag “cipc-ca:NameOfDesignatedPersonResponsibleForCompliance”. Inthe taxonomy however, there is no tag with the label “Name of designated personresponsible for compliance”. The closest tag with this label is “Designated personresponsible for compliance [abstract]” which is an abstract tag which cannot be used. Infact the tag that must be used has the label “Name”.

• Please refer to the standard labels and not terse labels. The above mentioned element isequipped with the Name of designated person responsible for compliance label. Eacherror message always refers to the standard label of an element which is validated, in nocase terse label or total label is used in the error messages.

53. Broad Block Tags: Very broad block tagsis problematic for softwarethat segments a document. For example, there are block tags foreach accounting policy, but then a block tag for all accountingpolicies and then a bock tag for the entire notes to the accounts. The challenge for us is that we usually encourage ourusers to split their accounting policies into separate segments -each segment would contain an accounting policy. Thesegmentation functionality is very useful when creating templatesin order to standardise content across many documents. Ourunderstanding is an individual accounting policy will beencapsulated within three spare block tags. Why such broad andoverlapping tags are necessary when all the information containedin the document will be available in the xHTML even without ablocktag spanning the content?

• If the separate block tags are applied for each accounting policy/explanatory note, thereis no need to double tag it with a broader text block (e.g. Disclosure of significantaccounting policies [text block]). In case there is no match in the taxonomy for a specific note or policy in the report, the broader element should be used instead. As for thesegmentation of the report, please note that Inline XBRL 1.1 specification allows forsplitting text content within a document with the application of ix:continuation element,therefore split tags will be accepted by the CIPC.

54. Please would you clarify if the transformationrule “ixt:numcommadecimal” from the Transformation Registry 3can transform both “1.000,23” AND “1 000,23” into the correctnumber? In the sample XBRL files provided by the CIPC – formonetary elements, all values were given as 1 ZAR so it cannot helpme clarify this question

• This particular transformation format will work for both thousand separators “ “ and “.”(e.g. 1 000,23 and 1.000,23)
• All transformation formats are described in details under the following XII link:

https://www.xbrl.org/Specification/inlineXBRL-transformationRegistry/REC-2015-02-26/inlineXBRL-transformationRegistry-REC-2015-02-26.html#sec-ixt-24

55. Do the colours used when highlighting facts that have beenXBRLtagged on the CIPC portal have any significance? Should I beconcerned that some are green but others red potentiallyindicating an issue?

• There is no significance of colours in rendering. It’s just identification of Numeric andNon-Numeric facts.

56. The Revenue concept is in R millions. If a client is reporting in onesor thousands, how do you want the user to address this? We canplace the value in millionsin a hidden section, but it will not matchthe presentation of the document and it will not provide anaccurate calculation

• This documentation label attached to the Revenue and Liabilities items derives from theoriginal form CoR 30.1 that was prescribed by the CIPC to file annual returnsinformation. Those two items are part of the Public Interest Score calculation where pereach million of turnover and liabilities, 1 point is added to the PI score. As we created aformula rule calculating the points for each million (va_19 with use of fn:floor function)there is no longer a need to stick to the millions and this documentation label should betreated as preferable way of presenting this information but not mandatory. The entitiesare allowed to use different rounding mechanisms as stipulated in section Scaling andPrecision of the technical guidelines.

57. If a client is reporting both the Income Statement andStatementof Comprehensive Income in the same table, do you want thetable to be tagged with both “Income Statement Explanatory”and “Statement of Comprehensive Income Explanatory?”

• Explanatory text blocks for the PFSs shall only be used by those banks and insurancecompanies who may not be in a position to report on actual individual data elementsfrom the PFSs. There is no additional requirement for the other companies to use thosetext blocks for tagging of PFSs and only individual tags should be applied. As for yourquestion, indeed, both blocks should be applied on the same table if contain theinformation from Income Statement and OCI.

58. Do you want every note to have the text block concept,”Disclosure of Notes and Other Explanatory Information,”applied?

• The general block for both, notes (as mentioned in the question) and accounting policieswill not be required to be used on those notes/accounting policies that are tagged withspecific text blocks from the list of notes and list of accounting policies.

59. If there is a note that does not have a relevant text block, what isthe appropriate way to addressthis?

• In case of notes where no text block is available in the CIPC taxonomy, then generalblocks for notes “Disclosure of notes and other explanatory information” shall beapplied.

60. What does it mean to compile AFS internally vs compiled by anindependent party? Is this separate to having the AFSaudited/reviewed by an independent external auditor?

• To compile AFS internally means that the AFS are prepared/compiled by someone who isa member of staff or a director of the company. An independent party would besomeone who is in no way related to the company, e.g. an external accounting firm oraccounting services consultant.
• Yes. It’s separate from the audit/independent review. The above has to do withpreparing the financials for approval. The other has to do with assurance of fairpresentation and accuracy before presenting the AFS to shareholders at an AGM.

61. If your PI score is between 100 and 350 and your AFS is notaudited and not required to in terms of the MOI – what is required in terms of XBRL?

• If the PI score is >100 but <350, and has not been audited in terms of the MOI orshareholder resolution or board decision, it may be independently reviewed whichallows for it to be submitted via XBRL. This is however not mandatory. It’s optional.
• Refer to Regulation 30 (3)
• A company that is not required in terms of the Act or regulation 28 to have its annualfinancial statements audited may file a copy of its audited or reviewed statementstogether with its annual return.

62. We have noticed that in the files that we have received, wecansearch for the entire IFRS taxonomy, not limited to CIPC’staxonomy. If a user selects a concept that isn’t part of the CIPCtaxonomy, will this impact the filing in anyway?

• CIPC extended the IFRS taxonomy by importing the IFRS core schemas only (relationshipswere built from scratch) hence those elements are available in the dictionary but are notnecessarily connected in the linkbases (in the future, those items might be used moreextensively). All items from the IFRS PFSs that are part of the minimum requirements arelinked and should be used in the tagging process, however there is no strict ruleforbidding the use of unlinked items in the tagging process. What you could considerdoing is to somehow position/highlight/prioritize the items that are linked in the CIPCtaxonomy and/or display warnings to the users in case they apply tags not linked in themain scope (but still allowing them to do so, e.g. “You want to apply the tag outside ofthe CIPC taxonomy prescribed structures. Please make sure that there are no closermatches in the CIPC structures before using this tag.)

63. A prospective client presents many equity values in the Directors’Report, which they list in the table of contents as a PrimaryFinancial Statement, but they do not have a primary financialstatement for Statement of Changes in Equity. In this particularscenario, would the valuesthat can be tagged from this section ofthe taxonomy be tagged in the Directors’ Report? If detailedtagging in the above scenario is required, then can you pleasefurther elaborate on other scenarios that will elicit thisresponse?

• In general the detail tagging is required only for the PFSs, but there are no restrictions ofapplying individual tags in the notes and disclosures (and not the block tags only). Theunderstanding of the PFSs (which statements are included) by the CIPC is listed in theWhich Data Elements need to be submitted via XBRL section of business guidelines and only those statements are part of the Minimum tagging for AFSs. Reason for choosingthe iXBRL as the format was, among other, to allow the entities to present their AFSs intheir own way, without sticking to the prescribed and fixed templates. Therefore, incases such as the one you described, it is irrelevant where in the company’s report (inwhat section) the elements from the PFS structures are applied, as long as they areapplied at all. CIPC will transform the iXBRL reports into XBRL before processing the dataso from their perspective the values will be mapped to the original taxonomy structures.

64. Are the financial reportsthat the CIPC members will be filing withXBRL be available for public consumption through CIPC?

• Not by default. We are not providing a mechanism for public consumption as part of thecurrent Programme to roll-out XBRL. However, anybody can put in a request to the CIPCto see the financials of any entity. The Companies Act allows the CIPC to make financialsavailable. Only when an entity has put in a specific request that the CIPC keeps theirfinancials confidential, with valid reasons, may the CIPC grant them confidentiality.

Although data sharing is not part of the current Programme, the CIPC foresee that wewill make financials available for consumption in future. We already received requests inthis regard from various investment companies.

65. If individual applicable facts are tagged on the Primary FinancialStatements, is it required to block tag the statements as well, dowe need to do both?

• No, it is not necessary to block tag any report that has been tagged individually.

66. We noticed that not all tags are being displayed when we viewthe tagged report from the CIPC Portal and that if you haveblocktagged, you cannot view the individual tags. How will we be ableto check if the portal renders the tags correctly?

• The CIPC portal renders the iXBRL document. It highlights all tags which are reported forthat document. For block tag users need to select the high-lighted portion and check inthe table below where the properties will be displayed. In addition, users can also checkthe values in the XBRL rendering by the toggle button which is at the top of the samescreen. If a user wishes to check the particular tag from a block tag, the user needs toselect the particular portion by pressing the ctr key.

67. If the financial values are in the AFS and already reportedon/tagged in there, do they also need to be repeated i.e. taggedwith the same tag, in the mandatory elements? Myunderstanding was, they are tagged within the same role, so itwould not be necessary to repeat them, in the mandatory elements? If they do need to be repeated in mandatoryelements, are they labelled differently and to whichrole?

• A company needs to report each and every mandatory element at least once for a givenreporting period. If mandatory elements are not reported at least once for a reportingperiod, the CIPC validator will cause a rejection error. This means if an element that welisted on our website as mandatory, is not reported on via the specific data elements,even if the same role or concept appears somewhere else, the system will rejectit.

68. We have a number of dormant companies for which we need tosubmit Annual Financial Statements. Please can you advisewhether the XBRL tagging requirements for dormant companies(for which there is very little information in the AFS) are handleddifferently from “active” companies, or whether therequirements are exactly the same?

• For detailed guidance on the criteria that determine if you are required to submit an AFSor FAS please refer to the CIPC Notice here:

http://www.cipc.co.za/files/8715/7260/1051/Notice_67_of_2019_Amended_-_Which_Companies_Should_Submit_AFSs_in_the_iXBRL_Format.pdf.

69. May all the mandatory information be submitted in a separatesheet/template to the document itself, thereby creating adocument which differs from the original source document?

• Ideally what should be done is that such data should be tagged in the report whereveravailable and the remaining data should be captured in the hidden / off-documentsection. Don’t submit a separate sheet.

70. When I upload my XBRL data file, I receive “Warning”messages.Does this mean my filing will not be accepted by the CIPC?

• To receive “Warning” messages is normal and does not mean your submission will berejected by the CIPC. Rejection only applies to “Errors”. The purpose of “Warnings” is tomake you aware of minor adjustments you should make and re-submit were you can,but even if you don’t re-submit, the CIPC will consider your submission as valid. The AFSteam looking at your submission afterwards will follow-up with you pertaining to“Warnings” where that may be applicable. We deliberately built-in the “Warning”message functionality to ensure refinement as far as possible, but only “Errors” areconsidered serious enough for rejection of a submission. In both cases the system sendsyou details pertaining to “Warnings” and “Errors” so that you can take corrective action.

71. I already have a customer code for the CIPCs E-services portal. Do I need to obtain a different customer code to upload AFSs via XBRL?

• No, when you are already registered as a customer on the CIPC system for any previouspurpose, you don’t need to be registered with a new customer code. You can login withyour existing customer code and select the company for which you want to upload testdata by typing the enterprise number.

72. My organization has several clients who are entities requiredto submit AFSs to the CIPC. Can I register as an intermediary andupload AFSs on their behalf?

• Yes, if you want to register as an “agent” or “intermediary” to upload on behalf of othercompanies, you need to use a valid ID number of a South African citizen to obtain acustomer code. Thereafter you can upload for any of your client companies, if you havetheir permission to upload on their behalf. If you want to register as an “agent” but youdon’t have a valid South African ID number (e.g. overseas software service providers),you can register and obtain a customer code by using your passport number instead ofan ID number.

73. There has been a number of updates to the taxonomy after the original release date of 31-03-2016, yet, the namespace(xmlns:cipc=”http://xbrl.cipc.co.za/taxonomy, as well as filenames are still dated with 2016-08-31. Why isthis?

• The CIPC taxonomy is still based on the 2016 release of IFRS and the 2017, 2018,2019. The updates thereafter were only “tweaks”, but the base taxonomy is in linewith the 2016 & 2019 release. CIPC will change the namespaces and filenames onlywhen the CIPCs next taxonomy aligned with the IASBs 2018 IFRS is released.

74. We have some entities which do not need to be audited sincetheir PI scores are far below 100. The MOI’s also do not requireaudits. The directors and/or shareholders however decided tohave them audited since we submit the financial statements tothe bank and to help the auditors to get assurance for the groupnumbers. My understanding is that we will not be required tosubmit the financial statements in iXBRL format for theseentitiessince they are not “required” to be audited. Am Icorrect?

• Yes. There is no need to file the AFS via XBRL. Regulation 30 reads:

(1) A company must file its annual return in Form CoR 30.1 together with the prescribed feeset out in Table CR2 B unless exempt from such payment under sub-regulation 8, within 30 business days after the anniversary of-

(a) its date of incorporation, in the case of a company that was incorporated in theRepublic; or

(b) the date that its registration was transferred to the Republic, in the case of adomesticated company.

(2) A company that is required by the Act or regulation 28 to have its annual financialstatements audited must file a copy of the latest approved audited financial statements onthe date that it files its annual return.

(3) A company that is not required in terms of the Act or regulation 28 to have its annualfinancial statements audited may file a copy of its audited or reviewed statements togetherwith its annual return.

(4) A company that is not required to file annual financial statements in terms of subregulation (2), or a company that does not elect to file a copy of its audited or reviewedannual financial statements in terms of sub-regulation (3), must file a financial accountabilitysupplement to its annual return in Form CoR 30.2.

In terms of the above regulation, companies which had their AFS audited by virtue of a shareholderresolution or board decision are not obliged to file AFS to CIPC, but MAY do so if they so wish. Thedefault compliance requirement for companies that do not file an AFS to CIPC is the filing of aFinancial Accountability Supplement in terms of the below diagram.

Companies which are found to be non-compliant with the provisions of the Act in terms ofsubmitting AFSs to CIPC may be issued with a Compliance Notice which ultimately results in anadministrative fine in terms of Section 175 of the Act.

75. Would the registered auditor who performed the audit of acompany’s financial statements, where the audit is requiredby meeting the requirements set out in the Act (PI Score,keeping of assets in a fiduciary capacity and inclusion of auditin the MOI) be prohibited in terms of section 90 of theCompanies Act to tag the audited financial statements forsubmission to the CIPC via iXBRL?

Section 90(2) of the Act requires the following:

“To be appointed as an auditor of a company, whether as required by sub-section (1)or as contemplated in section 34(2), a person or firm —

            a),

1. b) in addition to the prohibition contemplated in section 84(5), must not be—
2. i) a director or prescribed officer of the company;
3. ii) an employee or consultant of the company who was or has been engagedfor more than one year in the maintenance of any of the company’sfinancial records       or the preparation of any of its financialstatements;

            iii) a director, officer or employee of a person appointed as companysecretary in     terms of Part B of this Chapter;

1. iv) a person who, alone or with a partner or employees, habitually orregularly performs the duties of accountant or bookkeeper, or performsrelated secretarial    work, for the company;
2. v) a person who, at any time during the five financial years immediately preceding the date of appointment, was a person contemplated in any of         subparagraphs (i) to (iv); or
3. vi) a person related to a person contemplated in subparagraphs (i) to (v); and

            c)…………

The question arises whether the tagging of the audited financial statements would fallwithin any of the services that the auditor is prohibited to provide. The financialstatements that will be required to be tagged in XBRL would be the finalized set ofaudited financial statements that would have been independently prepared, alreadyapproved by the directors and audited by the auditor with the audit report being issued.The tagging of the amounts utilizing the finalized annual financial statements would notfall into any of the prohibited services in section 90(2).

Therefore, assuming that registered auditors would consider the IRBA Code ofProfessional Conduct for Registered Auditors to ensure that they meet the requirementsdealing with independence, they will be allowed to tag on behalf of a client and submitthe AFSs in XBRL format on behalf of the client, on condition that they didn’t prepare thesame set of AFSs that they audited, tagged and submitted to the CIPC.

Questions Received after Roll-out of XBRL on 1 July 2018

76. Must Directors’ Emoluments be tagged and submitted alongwith the AFS? The issue is that in large corporates the financialmanagers do not have sight of the Directors’ Emoluments(onlylegal), therefore it means the business would need toseparately send off the AFS from the Directors’ Emoluments tothe XBRL vendor to tag. Also then it means the submission toCIPC would need to be made by the legal department and notthe financial managers – in order to limit sight of theconfidential directors emoluments document

Director emoluments must be tagged. Internal arrangements on who should produce(legal or finance unit) a final iXBRL document with all the required emolumentsinformation cannot be prescribed by CIPC, however, it is critical for such information tobe included. Information in Annual Financial Statements about director emoluments ispublic information. As long as an entity do not have an approved Section 212 claim, theycannot keep any of the information confidential, see Section 30 (4).

77. As a bank it has been agreed we would block tag banks andinsurance entities primary financials, but we rather tried tomake them fit in to the taxonomy. So what you will note in ourSOCI is anything that is revenue is tagged as revenue, forexample if its fee and commission income, or insuranceincome, we tagged it as revenue to ensure the total revenuevalue on your side can be validated against the Annual ReturnTurnover, instead of getting the classification correct. So evenifa tag exists we did not use that tag, unless it rolls up intorevenue, but only interest income rolls up into revenue so wecouldn’t really use the others as revenue. Does this makesense?

Your treatment of Revenue in this case is correct. There are instances where part ofturnover constitutes income received on behalf of third parties (sales of consignmentinventory, debt collections, processing of goods prior to customs clearance, etc.). In suchinstances, Turnover would not be all the other items, but the amount that belongs to theentity in question in terms of risk and reward as per IFRS treatment of Revenue. In thebanking context, your treatment is quite on point.

78. Please could you assist us with feedback in terms of therequirement of Social and Ethics Committee reports becomingmandatory when the Public Interest Score (PIS) is more than500?

The Companies Act and Regulations do not require a disclosure of the Social and EthicsCommittee aspects in theprimary financial statements. This is required at a corporategovernance level. However, the requirement of Regulation 43 still applies for a companythat has in any two of the previous five years, scored above 500 points in terms ofregulation 26(2).

As such, the Commission requires a disclosure that such a committee exists. This takesthe form of an explanatory note indicating that the committee has been established andcompromises of persons X,Y and Z as appointed by the board on such and such a date (nostandard template exists).

In the same vein that the PI score components are required to be provided under XBRL,so is the social and ethics committee for the purposes of regulatory enforcement.

The tag in question is from this label:

Defined under:

The string of the tag will be associated with part (if not all) of the below label:

ca_DisclosureOfSocialAndEthicsCommitteeExplanatory”xlink:label=”DisclosureOfSocialAndEthicsCommitteeExplanatory”xlink:title=”DisclosureOfSocialAndEthicsCommitteeExplanatory”/>

            <link:label xlink:type=”resource”
xlink:label=”label_DisclosureOfSocialAndEthicsCommitteeExplanatory”
xlink:role=http://www.xbrl.org/2003/role/label
xlink:title=”label_DisclosureOfSocialAndEthicsCommitteeExplanatory”
xml:lang=”en”
id=”label_DisclosureOfSocialAndEthicsCommitteeExplanatory”>Disclosure of social and ethics committee [text block]</link:label>

            <link:labelArc xlink:type=”arc”
xlink:arcrole=http://www.xbrl.org/2003/arcrole/concept-label
xlink:from=”DisclosureOfSocialAndEthicsCommitteeExplanatory”
xlink:to=”label_DisclosureOfSocialAndEthicsCommitteeExplanatory”
xlink:title=”label: DisclosureOfSocialAndEthicsCommitteeExplanatoryto label_DisclosureOfSocialAndEthicsCommitteeExplanatory”/>

            <link:loc xlink:type=”locator” xlink:href=”../cipc_ca-cor_

79. We received a validation error that our Public Interest Score (PIS) ismore than 500 and that a Social and Ethics Report is thereforerequiredto be included in the XBRL filing. How is this possible, since our PIS iscalculated to be less than 500?

The social and ethics committee validation rule is verifying the actual “PublicInterestScore” valueand is not doing the PI calculation based on its components. There may therefore be a discrepancy.

Please ensure that the data element “PublicInterestScore” doesn’t reflect an incorrect valuedifferent from the PIS calculation.

80. Please could you assist with regardsto the question about the numberof individuals with a beneficial interest in the securities ofacompany? This is particularly as it applies to listed companies. Wouldwe need to request a BND download from STRATE to arrive at thenumber, or is there a simpler/quick and easy way of noting that a listedcompany has multiple shareholders?

Do we need to request the BND as at the date of the financial year endso that we can make sure that the share register for that month is keptto hand to ensure that we have the information when we needit?

Correct. The best way would be to request the Beneficiary Download from STRATE (The SouthAfrica’s Central Securities Depository – www.strate.co.za), since the number of individualshareholders will keep fluctuating each financial year.

81. What is included in the definition of Turnover for the calculationofAnnual Return, and does this include interest and recoveries?

Turnover/Revenue is determined in accordance with Section 223 of the Companies Act. Read withRegulation 164. The calculation should be in accordance with IFRS 15 and IAS 18, depending on thenature of income.

82. What does it mean when I upload a XBRL file and I get a message thaterrors occurred, but when I view the errors, I see a blankscreen?

Usually when this happens, it means that the tags inside the XBRL file didn’t follow case sensitivityrules. For instance, small letters were probably used where capitals were expected. This has beenexplained in the XBRL technical guides. Please refer to the screen shot below. This needs to bereferred to the vendor of the software used by a customer to produce AFSs via XBRL:

Frequently Asked Questions – CIPC XBRL Programme

Table of Contents

Introducing the most efficient and effective way of digital reporting – iXBRL

Legislative Mandate

What are the benefits of using XBRL?

Why are we going the XBRL route?

Who stands to benefit?

Where is XBRL applicable?

When are we rolling out XBRL?

What are the minimum tagging requirements for the roll out?

What about the additional IFRS data elements?

What is the estimated value required to implement the software at clients?

How does XBRL work? How does XBRL do this? How can you be sure to get the correct information using XBRL?

For which accounting periods will XBRL reporting apply?

What if a company’s reporting period is different to calendar year / quarter period (if applicable)?

Which Companies are affected?

Is CIPC planning to differentiate tagging / submission requirements by size of company / industry or other factors?

How do companies determine when their first AFSs will be due via XBRL?

Scope of reporting

Revisions and corrections

Access to taxonomy and materials

Audit rules

Education / training, guidance and support

Compliance risks

Introducing the most efficient and effective way of digital reporting – iXBRL

Legislative Mandate

• The legal and strategic mandate for submission of AFSs to the CIPC is prescribed by the Companies Act, No. 71 of 2008, as amended by Companies Act 3 of 2011
• Section 30 Annual Financial Statements and Regulation 30 Annual Financial Statement makes provision for submission of AFSs. Regulation 30 (5)(a) specifically mentions the Commission must establish a system to review AFSs with the objective of monitoring compliance with the Act
• According to Section 6 (13)(a)(iii) the system to be established by the Commission may use any means of electronic communication, to facilitate the automated filing of any information contemplated by the Act. This includes a determination to use XBRL

What are the benefits of using XBRL?

• Obtain data which can be entered automatically into systems without re-keying, re-formatting or other “translation” effort;
• Dramatically reduce costs by automating routine tasks;
• Quickly and automatically identify problems with filings;
• Analyse and compare data much more quickly, efficiently and reliably, and can benefit from the use of software in validation and analysis;
• Monitor data and activities and reach judgements with far greater speed and confidence;
• Focus effort on analysis, decision-making and dealing with counterparties rather than on data manipulation;
• Provide a much faster and focused response to counterparties;
• Will eventually provide one common standard of reporting to all regulators in South Africa, meaning the same set of financials will be re-usable. Elimination of duplications and differences in reporting to various regulators will be achieved.

Why are we going the XBRL route?

• By using XBRL, companies and other producers of financial data and business reports can automate the processes of data collection. For example, data from different company divisions with different accounting systems can be assembled quickly, cheaply, and efficiently if the sources of information have been upgraded to using XBRL.

Who stands to benefit?

• Companies who prepare financial statements: More efficient preparation of financial statements because they will be created one time and rendered as printed reports, as other regulatory filings;
• Analysts, Investors, and Regulators: Enhanced distribution and usability of existing financial statement information. Automated analysis, significantly less re-keying of financial information from one form into another form, receiving information in the format you prefer for your specific style of analysis;
• Financial publishers and data aggregators: More efficient data collection lowers operating costs associated with custom, idiosyncratic data feeds and reducing errors while concentrating on adding value to the data and increasing transaction capacity
• Independent Software Vendors: Virtually any software products that manages financial information could use XBRL for its data export and import formats, thereby increasing its potential for full-interoperability with other financial and analytical applications.

Where is XBRL applicable?

XBRL can be applied to a very wide range of business and financial data. Among other things, it can handle:

• Company internal and external financial and business reporting;
• Business reporting and exchange of information within all types of regulators, including tax and financial authorities, central banks, and governments;
• Filing of loan reports and applications;
• Credit risk assessments;
• Authoritative accounting literature, providing a standard way of describing accounting documents provided by authoritative bodies.

When are we rolling out XBRL?

CIPC will officially roll out XBRL reporting as of 1 July 2018

What are the minimum tagging requirements for the roll out?

• The CIPC taxonomy’s scope main focus is on covering the reporting requirements of domestic entities as prescribed by Companies Act, No. 71 of 2008. Apart from the SAspecific requirements, the IFRS taxonomy (as on 31 March 2016) has been incorporated;
• Minimum tagging will comprise of individual tagging of all applicable facts of the Primary Financial Statements (PFSs) and a set of disclosures/explanatory notes as listed below. All Accounting Policies, Directors Reports, Directors Responsibility Statements, Independent 4 Auditors/Reviewers Reports, Company Secretary Reports, Corporate Governance Reports, and Notes other than listed below, are allowed to be block tagged only, meaning the full text thereof can be tagged as single text blocks to the first relevant text block of the specific report.
• Statement of financial position, current/ non-current;
• Statement of financial position, order of liquidity;
• Statement of comprehensive income, profit or loss, by function of expense;
• Statement of comprehensive income, profit or loss, by nature of expense;
• Statement of comprehensive income, OCI components presented before tax;
• Statement of comprehensive income, OCI components presented net of tax;
• Statement of cash flows, direct method;
• Statement of cash flows, indirect method;
• Statement of changes in equity;
• Statement of changes in net assets available for benefits.
• Notes – Sub-classifications of assets, liabilities and equities
• Notes – Analysis of income and expense
• Only 61 Existence Assertion data elements will be mandatory. Other data elements part of the minimum tagging requirements should be tagged where applicable to a specific company.

IFRS-Full vs. IFRS-SMEs

• Companies need to know which entry point into the taxonomy applies to them based on their company category. This will determine whether they need to tag their financials according to the IFRS-Full or IFRS-SMEs reporting standard. Regulation 27 of the Companies Act 71 of 2008 as amended in 2011 defines the reporting standards according to company category. The taxonomy caters for the reporting standards of both IFRS-Full and IFRS for SMEs. All companies required to submit AFSs are allowed to report according to the IFRS-Full standard. Some companies are allowed to select reporting according to the IFRS for SMEs standard, while some are compelled to report according to the IFRS-Full standard only.

What about the additional IFRS data elements?

• The CIPC taxonomy includes both CIPC-specific requirements as well as full incorporation of the full IFRS specifications as on 31 March 2016. For initial implementation of XBRL on 1 July 2018, only the data elements as defined in the minimum requirements are to be tagged. The other data elements in the taxonomy can be ignored for the initial implementation, but will be implemented over time as part of a phased approach. The minimum requirements will be extended in subsequent years. The CIPC will communicate extended requirements for subsequent years as and when applicable.

What is the estimated value required to implement the software at clients?

• Every client will incur different costs to integrate their backend systems with the new XBRL interface. For the pilot project, both the “old way” and the “new way” will be maintained in parallel until XBRL submissions have stabilised;
• Costs will be determined by whether clients already have central repositories of structured financial data (databases), or whether financial data are compiled manually for every submission;
• Where central databases already exist, exporting of data according to the XBRL taxonomy should be fairly simple and not very expensive;
• Costs for client companies will also be determined by whether client companies choose to integrate XBRL fully into their back-end processes, or whether a solution that will cater for manual tagging will be selected.

How does XBRL work? How does XBRL do this? How can you be sure to get the correct information using XBRL?

There are a number of requirements for the successful deployment of XBRL. They are:

• Creation of a specification that is the same for all companies that is consistent from one financial statement to another through a taxonomy (dictionary of financial facts);
• An application that will allow the creation of financial statements “tagged” with XBRL that adhere to the specifications (exporting financial data into iXBRL format) at every client company;
• A web application (portal) at the CIPC for uploading of financials in iXBRL format

Please Note:

• XBRL is explained by the problems solved. If there is not a consistent specification that works for all companies, preparation of automated rendering and extraction tools will need to be prepared for each different specification used to create financial statements. This is not very efficient. This is why the accounting profession’s vision is to create one specification that everyone uses. There will be specifications that will meet the needs for each particular industry, but all specifications will use a similar framework.
• There is one way to achieve this consistency: XBRL (not PDF, HTML, raw text, or any other method). The goal is to create a standards-based method to prepare and publish in a variety of formats, exchange and analyse financial statements across all software formats.
• XBRL for financial statements will provide agreement on the terms used by establishing uniform categories for financial data. Yet, the system remains flexible to accommodate any company’s internal environments, processes, systems, and even styles.

For which accounting periods will XBRL reporting apply?

• Latest available Annual Financial Statements irrespective of the year

What if a company’s reporting period is different to calendar year/ quarter period (if applicable)?

• Not applicable, CIPC requires the latest Annual Financial statements

Which Companies are affected?

• All companies currently required to submit AFSs according to the Companies Act in PDF format, will be required to submit via XBRL.

Is CIPC planning to differentiate tagging / submission requirements by size of company/ industry or other factors?

• Minimum tagging applies for all entities for this phase. Additional tagging will be determined by whether a company is defined as a Small or Medium Enterprise (SME) or not

How do companies determine when their first AFSs will be due via XBRL?

• As per current compliance process in the Act, companies submit their Annual Returns 30 business days after the annual anniversary of their Date of Incorporation. Together with Annual Returns, companies are also required to submit their latest final approved audited or independently reviewed Annual Financial Statements. The first date of submissions via XBRL, will be the first date of submission that falls on or after 1 July 2018, irrespective of the year of their latest final approved audited or independently reviewed Annual Financial Statements.

Scope of reporting

Which reports are subject to XBRL submission?

• Annual Financial Statements

How detailed data should be tagged?

• The CIPC will provide guideline documents explaining the tagging rules to be followed

Will one report be required per one submission or will multiple reports be possible to submit in one package?

• Multiple reports will be required because a submission will consist of different statements

Will extensions to the CIPC XBRL taxonomy be required or allowed?

• Not required for the first phase of the Programme, however an announcement with regards to this matter will be made when this becomes applicable

Revisions and corrections

How will CIPC organise/ accept revisions and corrections to the taxonomy?

• Whenever IASB makes changes to the IFRS standard, and XBRL International incorporates the changes in the IFRS taxonomy, the FRSC will take note of the changes in the IFRS taxonomy, and the CIPC will implement the changes according to the new version of the taxonomy. Changes in the Companies Act and changes in regulatory approaches by the CIPC, may also initiate changes in the format of the CIPC AFS’s, and by implication changes to the taxonomy used by the CIPC;Whenever the rules incorporated in the IFRS taxonomy or other changes prompted by changes in the Companies Act or regulatory approach of the CIPC, as accepted by FRSC change, both the taxonomy and software solution of the CIPC will be updated accordingly. Reasonable advance notice of the implementation of taxonomy changes will be communicated to client companies in order to allow for updates to tagging software used by them.

Will CIPC taxonomy be updated to the latest IFRS every year?

• Yes, it will be updated as and when changes applicable are communicated to the FRSC

How will new IFRS standards and their effective dates impact the CIPC taxonomy?

• Once the changes have been communicated CIPC will ensure that amendments are incorporated into the revised / updated taxonomy

Access to taxonomy and materials

Where can I find the CIPC XBRL taxonomy?

• The CIPC XBRL taxonomy, data model, mandatory elements and architecture/ framework documents, etc. have been published on the CIPC website for the public

Audit rules

Will XBRL files be required to be audited?

• The CIPC portal for uploading of AFSs in XBRL format will have a policy checkbox that will be mandatory to click by users before uploading of AFSs will be allowed. The policy will declare that by uploading AFS data, the particular company provides assurance that the AFSs have been approved and signed-off by directors and auditors, even though PDFs won’t accompany the uploaded AFS data.
• Client companies will therefore still be required to maintain audit or independent review requirements as currently prescribed by the Companies Act, but only the XBRL format of AFSs will be uploaded via the CIPCs portal. Companies are however required by the Act to keep audit and independent review reports for a period of seven years, and the CIPC can at any point request access to these reports.

Education/ training, guidance and support

Is CIPC going to organise conferences/ seminars/ webinars to prepare industry?

• The CIPC will continuously embark on roadshows, webinars, and other means to create awareness of the XBRL Programme, and to provide client companies and other stakeholders with guidance.

Is CIPC going to certify software compliant with XBRL taxonomy?

• The CIPC will not officially endorse any software service providers or their software solutions,but a software service provider’s panel has been established. The purpose of the panel is to ensure that quality solutions are provided to client companies. The CIPC intends to communicate details of software service providers considered to be capable of providing XBRL solutions that adhere to the minimum technical requirements.

Is CIPC going to supply reporting toolkits / software to filers?

• The project only involves providing a mechanism for uploading financial data in XBRL format from filers. No reporting tools will be developed by CIPC for filers.

Who can I ask XBRL-related questions at the CIPC?

• Hennie Viljoen (XBRL Programme Manager) at HViljoen@cipc.co.za. Queries can also be sent to XBRL@cipc.co.za. Information about the programme is also available on the CIPC website (cipc.co.za).

Compliance risks

What will be the non-compliance fees and consequences?

• According to the Companies Act 71 of 2008 as amended, all entities need to submit AFS returns through a system defined by CIPC. Any of the entities that contravenes the law will be subjected to an investigation which will lead to an administrative fine or prosecution.

The XBRL taxonomy requirements will be effective in 2018. When would it be applicable for entities with financial years beginning on or after 1 January 2018 or those entities with financial years ending on or after 1 January 2018?

• The planned XBRL implementation date is 01 July 2018. 2017 will be dedicated to implementation of a change management programme to ensure that qualifying entities are prepared in advance for the implementation. The companies to be used during the pilot phase will also be notified in advance in consultation especially the relevant CFOs or Financial Directors. A Formal Guidance Note, Filing Manual, Examples/Different Scenarios will be published for use by affected entities as guidance or reference.

Will only listed entities be required to lodge the separate company financial statement and/or consolidated financial statements in this format?

• All entities incorporated in terms of the Companies Act 2008 as amended are a responsibility of the Commission including their related filing obligations. In the business landscape of South Africa, an incorporated entity is subject to various pieces of legislation out of which every regulator derives its mandate. CIPC Taxonomy is developed in accordance with IFRS as required in terms of the Act, and within the same taxonomy, an IFRS-based dimension, Consolidated andSeparateFinancialStatementsAxis is included and applicable to all primary financial statements and the explanatory notes as prescribed by the IFRS Standard

What will be the interaction between financial statements to be lodged and the annual returns required to be lodged by the entities?

• The XBRL functionality in the first phase is aimed at ensuring that companies are able to file their annual financial statements electronically and not submit a PDF document to an e-mail address as it is currently happening. The entry points as defined in the current taxonomy requires companies to file both annual returns and annual financial statements at the same time. Two elements, Liabilities and Turnover; will be used in order to assist in the determination of Public Interest Score.

Is it true that the IASB’s IFRS Taxonomy is used as the basis for the IFRS disclosures included in the financial statements and that the relevant requirements of the Companies Act have been incorporated into the taxonomy?

• In the current CIPC XBRL Taxonomy only two IFRS explanatory notes were included: Sub classification of assets, liabilities and equities and Analysis of income and expense. In the future releases the CIPC may intend to expand the scope of the notes required;
• As for the Companies Act requirements: Directors’ report, Directors’ responsibility statement, Company secretary’s statement, Auditors’ report, Independent reviewers’ report, Directors’ functions and remunerations were included in the taxonomy scope.

Were the requirements of the JSE listing requirements and the SAICA Guides and Financial Reporting Pronouncements issued by the FRSC been incorporated into the taxonomy? Specific standards issued in SA which would not be covered by the IASB taxonomy are related, for example, to BBBEE transactions

• The above mentioned requirements are not part of the CIPC XBRL taxonomy scope. Depending on the future taxonomy updates and possibility of cooperation with the other institutions, these requirements can be included as CIPC conducts updates. The current taxonomy architecture follows the standard prescribed by the XBRL South Africa which allows for incorporation of other reporting standards, requirements and frameworks, and was developed with the assumption of joint cooperation of all regulators in South Africa. During the CIPC XBRL round-table event, held in Bruma, South Africa; on 12th of August 2015, South African regulators initially agreed on the urgent need for establishing of a SA Regulatory Data Harmonisation Group that will serve promotion of the concept of collaboration on the development of harmonised business metadata architectures, and use of inter-operable data standards. The above mentioned Working Group has already started working on the common dictionaries that could be ultimately transformed into XBRL taxonomies. For reference, the XBRL SA Standard Architecture is available publicly under the following link: http://za.xbrl.org/wp-content/uploads/sites/6/2015/06/XBRL-SA-Standard-ArchitectureDocument-PUBLICDRAFT.pdf

The FRSC is currently working on a project to potentially develop a Reduced Disclosure Framework. This project is currently in the research phase and a discussion paper is expected to be circulated for public comment in 2017. The objective of the project is envisaged to reduce the disclosure burden on certain entities within the Framework’s scope, i.e. entities with limited public accountability. Will this project be considered when developing the Taxonomy?

• FRSC can be included in the Data Harmonization Working Group as this framework could be incorporated into common SA data model and/or XBRL SA taxonomy set. It could also be beneficial for FRSC to have some data modelling and XBRL guidance to better understand the possibilities of synchronization with other reporting frameworks on the taxonomy level.

The amendments to the JSE Listing requirements as issued in September 2016 which, amongst other matters, will require issuers to distribute annual financial statements within four months after the end of each financial year. This amendment is effective for issuers with years-ending on or after 30 September 2017. Has the CIPC considered this amendment in its timeline for requesting XBRL reporting from companies?

• This will be taken into consideration when announcing details of the XBRL programme to the public. The Companies Act guides CIPC in the implementation of its mandate not the Listing Requirements.

What would be the role of the FRSC, if any, in terms of the rollout of XBRL by the CIPC?

• There is a need for close working relations between CIPC and FRSC in order to ensure a smooth transition of financial reporting into the XBRL format and in line with the IFRS standards. FRSC can be the facilitator of the knowledge transfer on IFRS/XBRL related matters (from a business perspective).

There is a concern shared with the FRSC regarding divergent interpretations of the Companies Act s30 requiring a company to prepare financial statements. What is to be done with the practice whereby a company that prepares consolidated financial statements takes the view that it is not required to prepare separate financial statements?

• In the analysis of the AFS, CIPC is guided by the Companies Act with IFRS providing guidance. Some of the standards which assist CIPC with the interpretation of the sections in the Act relating to Annual Financial Statements analysis and reviews, includes:-
• IAS 27: https://www.iasplus.com/en/standards/ias/ias27
• IFRS10: https://www.iasplus.com/en/standards/ifrs/ifrs10
• IFRS 12: https://www.iasplus.com/en/standards/ifrs/ifrss12

Therefore, separate financial statements need to be prepared

As for now, the CIPC XBRL Taxonomy Framework Architecture provides architectural diagrams, tables and code examples. Could XBRL SA elaborate on the more visual representation part of the comment? Shall we include a graphic representation of the taxonomy hierarchies?

• Current information scope covered by the CIPC XBRL Taxonomy is limited to the Companies Act, No. 71 of 2008 requirements for domestic entities and to Primary Financial Statements (plus additional two disclosure notes) hierarchies as prescribed by the IFRS Bound Volume and XBRL Taxonomy as released 2016-03-31. This information is explicitly stated within the section 2. Data Model of the CIPC XBRL Taxonomy Framework Architecture document (please refer to www.cipc.co.za). CIPC does not see, at this point, any value added (rather than unnecessary confusion) to the taxonomy users, therefore there are no plans of including such section to the architecture document.

Could XBRL SA provide any examples of what could be included in Out of scope and how in their opinion this information should be described in order not to confuse the readers?

• The XBRL community raised a question with regards to the data modelling approach taken in the structure defined under [800.600] Disclosures – Auditor’s report extended link role. The query involved an exemplary situation in which multiple audit firms would be signing the audit report and whether that would be possible from the taxonomy perspective;
• CIPC did take into consideration scenarios mentioned in the XBRL SA questions during the modelling process of the respective structure, however only main auditor information is required to be stored within the CIPC internal systems. The Auditor’s report is structured in a way that indicates a single auditor to be reported by the entities. Although the elements describing the particulars of the auditor are alphanumeric (stringItemType) without any restrictions applied, there is no technical possibility for those elements to be reported in the XBRL report more than once (under the same contextual information). If the requirements will change in the future, the CIPC will take appropriate measures in order to accommodate this into the taxonomy. One of the possible ways of approaching this would be applying the type dimension and create an open table without any restriction on number of rows/columns;
• XBRL SA Working Group performed the testing of the CIPC XBRL Taxonomy using the open source taxonomy viewer and validator, Arelle. Main point of entry to the Discoverable Taxonomy Set (DTS) used for validation was full_cipc_entry_point_2016-07-31.xsd however selective entry point schemas were tested as well. The validation was performed without any inconsistencies or errors raised, with compliance checks against all XBRL specifications applied in the CIPC XBRL Taxonomy. Concepts were scanned visually and checked for their consistency and styles applied.

Does the CIPC XBRL taxonomy cater for inclusion of the IFRS standards for SME’s?

• Although, the CA Module is not using directly the concepts prescribed by the IFRS for SMEs standards, a full original version of the IFRS XBRL Taxonomy is included within the CIPC XBRL Taxonomy Set (in the Definition layer). It includes the Full IFRS standards, IFRS for SMEs and Management Commentary.

When a review is done, is there a “report” similar to what currently exists for auditors?

• The report should be produced once the instance documents have been validated and stored. This has to be similar to the auditor’s report.

After the analysis of the taxonomy contents, it was discovered that there are a lot ofitems contained compared to what is reported as part of the current annual return process. Will the additional information with regards to coverage of taxonomy elements within the submitted report, personal information being subject of the POPI legislation or public interest score components, be provided?

• There is a minimum requirements approach taken. That means that the reporting entities would be required to submit all information requested (in their possession). With regards to the disclosure of personal information, all data that CIPC keeps is public information as per the mandate, unless the law (or practice) requires otherwise. The CIPC will make all necessary assurances for the data protection policy to be followed under The Protection of Personal Information Act (POPI);
• As for the Maximum number of individuals with a beneficial interest, in securities of the company, or members in case of non-profit company CIPC is following what is prescribed by the Companies Regulation Act 2011 Section 26(2). The Beneficial ownership information will be required annually once it becomes a law under the Companies Act and or there will be specific guidance to industry and regulators.

In their evaluation, FirstRand representatives focused mostly on the XBRL implementation process which is not the actual subject of the public review process requested by the CIPC. The FirstRand raised the topic of the database mappings and resubmission of information by the companies (already done electronically but using other format) that will possibly have an impact on the costs to be incurred by the reporting entities. FirstRand pointed that there is no clear indication by the CIPC what would be the expected filing format (either iXBRL or XBRL). Will the CIPC provide the users with different technical options for the data submission rather than going with only one single format approach?

• CIPC will require submissions only in iXBRL format version 1.1.

How and when will external auditors be signing-off the financial statements before submission to the CIPC?

• The CIPC will still require sign-off of AFSs as previously, but it will not be required to upload signed- off PDF files any more. Only the iXBRL AFS data will be required to be submitted to the CIPC. However, signed off AFS are required by the Act to be kept by client companies for seven (7) years, and the CIPC can at any point request access to those audited AFSs.

According to the CQS, data modelling approach applied in the CIPC XBRL Taxonomy seems to be logical (specifically the distinction on the entry point schema level). Does this mean the CIPC financial submissions could be followed by other regulators in South Africa?

• This only confirms the right decision of the CIPC to be following the XBRL South African Standard and Governance Architecture, as published by the XBRL SA Jurisdiction in May 2015;
• The CIPC XBRL Taxonomy Framework Architecture document informs that a number of structures defined in the CIPC XBRL Taxonomy is taken (unchanged in terms of the business scope) from the IFRS XBRL Taxonomy 2016, as released by the International Accounting Standards Board (IASB) on 31st of March 2016. This decision was made in accordance to the Companies Act, No. 71 of 2008, section 29(5)(b) stating that in the case of financial reporting standards, financial statements to be provided along with the annual returns must be consistent with the International Financial Reporting Standards of the IASB. Therefore the content of the following hierarchies defined by the CIPC XBRL Taxonomy is as prescribed by the IFRS Foundation and IASB (which are the standard setters):
• [210.000] Statement of financial position, current/non-current
• [220.000] Statement of financial position, order of liquidity
• [310.000] Statement of comprehensive income, profit or loss, by function of expense
• [320.000] Statement of comprehensive income, profit or loss, by nature of expense
• [410.000] Statement of comprehensive income, OCI components presented net of tax
• [420.000] Statement of comprehensive income, OCI components presented before tax
• [510.000] Statement of cash flows, direct method
• [520.000] Statement of cash flows, indirect method
• [600.000] Statement of changes in equity
• [700.000] Statement of changes in net assets available for benefits
• [800.100] Notes – Sub classifications of assets, liabilities and equities
• [800.200] Notes – Analysis of income and expense
• This approach will allow for the comparison of the reported data with other international regulators of importance to the CIPC. After the initial phase of the implementation of the CIPC XBRL Taxonomy in the South African market, feedback related to the information scope, gathered from the reporting entities, will be taken into consideration. CIPC does not exclude future amendments to the IFRS structures and will additionally seek advice with the FRSC and other relevant bodies.

CQS stated their concern that not all of the statements defined in the taxonomy are clearly structured. Will this create confusion among the taxonomy users? As an example, the reviewers pointed to the extended link role 510 statement of cash flows, direct method that lists element Cash and cash equivalents(identified as ifrs-full_CashAndCashEquivalents) two times within the tree structure while other elements have only single instance in the hierarchy

• With regards to the point raised related the Cash and cash equivalents element, this technique was applied intentionally by the IFRS team, to allow the reporting entities to provide the comparative fact from the previous year end for the calculation purposes. Although the same element is used twice within the same structure, the facts provided in the instance document will be different, as reported with different contextual information (context element with 13 different period stated). In order not to create the confusion for the filers, a preferredLabel attribute on the presentationArc was defined to distinguish the purpose of the particular position from the statement. This attribute should be read by the XBRL software and display the corresponding labels applied (e.g. with arcrole periodStartLabel and periodEndLabel) as shown on the screen below:

Will software vendors of major enterprise software packages/solutions be engaged to update their software for XBRL compliance?

• The CIPC does agree that the communication with the software vendors’ community as well as public knowledge transfer and awareness sharing, will be crucial in the next phases to assure smooth transition to the XBRL standard. Efforts will be made to persuade major solutions providers (e.g. providers of ERP solutions) to adapt their software for XBRL compliance (e.g. exporting financials to XBRL instance files). The established Software Service Providers Panel will be the preferred forum of the CIPC to communicate with software service providers. However, it is important to note that client companies also have the responsibility to engage with service providers of software they use currently, or other service providers that may be able to provide them with XBRL-capable software solutions.

How will the CIPC system provide assurance with regards to the correctness of AFS data submitted?

It is envisaged that the CIPC system will run automated validations on all data submitted against rules of the taxonomy. The system will send an e-mail reply to the user after submission, flagging the submission either as “accepted” if all validation tests were passed, or “rejected” when some of the validations failed. In the case of validation failures, the system will send a report to the user listing the reasons for rejection based on the failed validations, in which case the user will need to correct the data and re-submit.