SEC Seeks Input on More Bank Disclosures

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By Andrew Ramonas

The Securities and Exchange Commission March 1 agreed to seek comment on whether bank holding companies should be required to disclose more statistical information.

Acting Chairman Michael Piwowar and Commissioner Kara Stein voted to request public input on possible changes to “Industry Guide 3 — Statistical Disclosure by Bank Holding Companies,” which dates to 1976. Banks use the guidance to determine what statistical information they should put in registration statements and other disclosure documents.

The commission said it is considering whether banks should have new or revised disclosure instructions.

“Today, bank holding companies and other registrants in the industry engage in a far broader array of activities than was the case in the mid-1970s,” Piwowar said at the open meeting. “Despite such significant developments, the last substantive revisions to Guide 3 took place over 30 years ago.”

The SEC’s two members also took other steps toward modernizing disclosure processes. They proposed a requirement for companies to use the Inline XBRL format in their filings and adopted rules that direct filers to include hyperlinks.

The commission in 2009 adopted rules that require companies to file financial statement information in registration statements and other reports in XBRL as exhibits to those documents. Investors, data aggregators, economic research firms, SEC staffers and others use the machine-readable financial market data to help analyze large amounts of information.

Under the proposal, companies would put XBRL data into their filings instead of their attachments, helping reduce inconsistencies, according to the agency.

Hyperlinks

For the hyperlink rules, companies will have to include links to every exhibit in their SEC filing exhibit indexes. The final rules go into effect Sept. 1.

“This rule should make it much easier for investors and market participants to access exhibits to a company’s registration statement or periodic report,” Stein said. “It’s sort of unbelievable that in many cases exhibits are incorporated by reference, meaning that they are not attached.”

The commission also proposed that municipal issuers be required to disclose more information, including details on bank loans. The proposal is intended to help investors get timely information on state and local governments’ bank loans, according to the SEC. The disclosures often aren’t made public immediately.

The loans have increased from about $66.5 billion in 2010 to $153.3 billion in 2015, according to Piwowar.

“Incurring bank loans and other financial obligations could substantially impact municipal issuers’ overall indebtedness, credit-worthiness and liquidity thereby affecting the value of its municipal securities held by investors,” he said.

The public has 60 days to comment on the proposals.

The open meeting was the first such gathering since Piwowar became the SEC’s interim leader in January. Chairman nominee Jay Clayton’s nomination is pending in the Senate.

To contact the reporter on this story: Andrew Ramonas in Washington at aramonas@bna.com

To contact the editors responsible for this story: Phyllis Diamond at pdiamond@bna.com; Seth Stern at sstern@bna.com

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