2012. 1 Introduction on Electronic Disclosure System DART Overview 1. What is DART? 2. Before DART 3. DART Development History 4. Key Features and Benefits 5. Personnel and Budget 6. XBRL 7. Conclusion 1 What is DART? DART (Data Analysis, Retrieval, and Transfer) System is an integrated corporate disclosure system and aims: 11. to provide a web-based disclosure submission platform for publicly-held and other relevant companies; and 22. to offer disclosure data search services for end-users such as investors via the internet 2 1 What is DART? Joong Ang Daily, October 26th, 2007 Warren Buffett Admires DART ; DART Gains ISO 20000 Certification Recently, DART, the FSS’s electronic corporate disclosure system (dart.fss.or.kr), gained ISO 20000 certification from the International Organization for Standardization (ISO). ISO 20000 is the international standard for IT service management. During his visit to Korea on October 25, 2007, Warrant Buffett, the world’s most famous investor, also made some comments on DART. His hobby is to read corporate analysis reports, and he is famous for analyzing corporate information thoroughly and investing in companies which look promising from a long-term perspective. Buffett said that his high return on Korean companies such as POSCO is partly attributable to DART. During a conference early this year, Buffett spoke highly of DART, citing his investment experience in Korea. “Other than Korea, there is no country in the world that investors can obtain information very easily on the internet. Korea offers corporate information in a more accessible manner than the U.S.” Overseas DART users such as Warren Buffett who connect to DART to obtain information on Korean companies account for 12 percent or 2,700 of all DART users. Using DART, investors may search 510 types of reports filed by more than 28,000 companies. On average, companies file around 138,000 reports every year. 3 1 What is DART? Electronic Disclosure-Related Laws Regulatory steps taken to introduce electronic filings • A legal basis that allows filers to submit their filings in an electronic manner • Introduction of electronic signature to ensure the security of electronic filings • Legal provisions that prescribe electronic filing procedures and methods Laws and regulations on electronic filings • Article 436, Financial Investment Services and Capital Markets Act • Article 385, Enforcement Decree of the Financial Investment Services and Capital Markets Act • Chapter 6, Regulation on Securities Issuance and Disclosure 4 1 What is DART? DART System DR Center (Anyang) Submission of disclosure documents Local users Disclosure documents Companies Foreign users Transfer FSS examiners “One Stop Filings” 5 1 What is DART? DART for Foreign Investors The English version of DART services is available for the convenience of foreign investors. Publicly-held companies may prepare and file disclosures in English on a voluntary basis 6 2 Before DART Submit Disclosures Maintain Documents Visit / View FSS Investors Disclosure documents Companies Companies & investors Securities regulator •Companies: Visit FSS to submit disclosures •Investors: Visit FSS to view disclosures Limited access to disclosure data •Growing volume of disclosure documents - Rapid growth of capital market - Strengthened disclosure regulations Insufficient resources for maintenance 7 3 Dart Development History May. 1998 Established a comprehensive plan Aug. 1998 Developed DART System Mar. 1999 Launched DART (online and offline filings) Jan. 2001 DART became mandatory (no offline filings) Nov. 2006 Selected as “Leading Government Brand” Feb. 2007 Launched English DART Oct. 2007 Full operation of XBRL System Feb. 2009 DART System upgrade & changes to reflect the Financial Investment Services and Capital Markets Act Jan. 2011 Launched Integrated Search Service May. 2011 Launched IFRS-based XBRL Disclosure System 8 4 Key Features and Benefits Accessibility Electronic fillings and disclosures subject to disclosure: 59,240 - Listed companies: 1,800 - Companies subject to external audit: 31,800 - Individual shareholders: 25,640 • Companies/individuals • Disclosure documents: 890 types Available online anytime • No time and space restrictions More effective oversight of capital market • Real-time supervision of companies • Open and transparent management More effective use of resources 9 4 Key Features and Benefits Benefits: Reduced Burden on Firms • Reduced disclosure One-stop online filing burden - Visit to FSS for paper filings no longer necessary - Saving time and costs • Disclosures • 73,000 Growing number of required filings available to the public on a real-time basis in 2001 134,000 in 2010 Annual filings Daily average filings 116K 121K 116K 119K 127K 109K 98K 73K 460 330 Easier maintenance of documents Market growth 230 01 02 370 03 390 400 04 05 06 480 07 510 08 141K 134K 550 530 09 10 • 2.5 mil. documents filed from 1999 to 2010 - 60 eight-ton truck load of documents 10 4 Key Features and Benefits Benefits: Increased Document Viewings Increasing number of document viewings • 26 mil. in 2001 389 mil. in 2010 Over fourteen-fold increase • Average number of users per day: 70,000 • Average number of viewings per day: over 1.36 mil. ※ The highest viewings so far: 2 mil. viewings per day Viewings per year Average daily viewings 305M 350M 358M 360M 389M 194M 148M 98M 61M 26M 1120K 1290K 1320K 1320K 08 09 1360K 720K 210K 360K 550K 70K 01 02 03 04 05 06 07 10 11 4 Key Features and Benefits Easy and Powerful Search Useful and powerful search system •Search by company name, type of document, industry, securities ID number, etc. 12 4 Key Features and Benefits Benefits: Quality Information Resourceful site for analysts and researchers •Information warehouse for foreign investors - Companies: 33,600 - Disclosure documents: 890 types - Documents: 2.2 mil. (A4-sized documents laid end to end will circle the earth 3.4 times) 13 4 Key Features and Benefits Enhanced Supervision Automated review & analysis process • Automatic assignment of FSS staff employees for review; automatic review procedures Disclosures shared with Financial Supervisory Information Systems • Information Management System for Equity Holdings and Company Information System • Securities Investigation Support System Real-time transfer DART System Financial Supervisory Information Systems 14 4 Key Features and Benefits Benefits: Market Transparency Improved market discipline • Better informed supervisors - Automated disclosure system helps improve the oversight of the capital market • Better informed investors - Users could search for information on companies anywhere anytime - Market transparency improves as a result of real-time supervision Improved governance and transparency 15 5 Personnel and Budget FSS IT-Related Departments • Establish IT policies for financial companies and conduct supervision IT Supervision Department • Assess the computing systems of financial companies • Supervise IT-related works in the financial services sector Information Strategy Office Electronic Disclosure Team, Disclosure Supervision Department • Support the overall IT operations of FSS • Operate the internal systems of FSS • Plan an internal computing policy for FSS • Conduct general tasks associated with electronic disclosure • Develop and plan the electronic disclosure system • Operate the electronic disclosure system 16 5 Personnel and Budget DART-Related Parties Corporate Disclosure Committee (Electronic Disclosure Team) • Establish long- & short-term DART system development & maintenance plans • Plan the operation of the electronic disclosure system • Operate electronic disclosure unit systems Corporate Disclosure Committee • Revise disclosure forms provided in capital market regulations • Work on general systems for periodical and securities issuance disclosures • Review equity ownership disclosures Corporate Disclosure Department • Review disclosure documents Other Relevant Departments Outsourcing • Review certain disclosure documents (i.e., the issuance of structured derivative securities, collective investment securities, etc.) • Review disclosure documents regarding asset securitization • Maintenance of the electronic disclosure system’s hardware & software 17 5 Personnel and Budget Cost of Bulding and Operating DART, Related People Costs & Personnel Initial development costs & annual operating costs Electronic disclosure operating personnel • Initial development costs : KRW2.7 billions (H/W purchase cost), KRW1.8 billions (S/W development cost) • Annual operating costs : Approximately KRW3.8 billion s • Electronic Disclosure Team 5 staff (in charge of electronic disclosure development and operation) • Outsourced operations 14 staff (electronic disclosure system operator and the DR center staff) • Electronic disclosure system : 20 staff • Electronic disclosure review : Approximately 50 staff 18 6 XBRL - Background and Coverage To enhance accounting transparency and international credibility through standardization, secure disclosure information reliability and reinforce review capacity, the FSS implemented XBRL, DART System’s international standardized computing language (2007) Accounting Transparency & International Credibility Enhanced Supervision Capacity Financial Information Standardization Disclosure Reliability Accept Global Standards Construct National Infra for Financial Information Introduce XBRL (Corporate information internationaly using & prompt D/B for constructing XBRL international standards, computerized language) 19 6 XBRL - Background and Coverage XBRL? • Technology which creates standardized promises to share information and express those promises • Designed company’s reporting language which a computer can automatically recognize the data’s meaning and interrelationships, etc. and can validate its accuracy, analysis and comparison. XBRL Taxonomy Information production/sharing/utilization Maximize the effectiveness and efficiency XBRL Document Promise on information Fulfilled information on promise XBRL Solution System understands promise Create (Disclosure/ Report company) Financial work report Business/audit/quarter /semiannual reports, other reports Ensure interoperability between platforms Develop efficient information distribution system Effective integration on external data Information distribute based on XBRL Gathering and distributing (Regulators) Utilizing XBRL Data Efficient information production and distribution Provide timely information, enhance capital market transparency and corporate value IR Report Other report Utilizing (Regulators, stockholders, etc.) Effective data collection Select accurate information Rapid information analysis/processing and redistribution 20 6 XBRL - Background and Coverage Coverage Overview • Starting in 2011, listed companies and financial firms must disclose K-IFRS financial statements IFRS: International Financial Reporting Standards • Shifting from the current electronic disclosure system based on K-GAAP to a new system for international standards K-GAAP: Korea’s Generally Accepted Accounting Principles Affected Companies • Starting in 2011, it is mandatory to apply IFRS Affected companies: Affected reports: Listed companies (about 1,800) Financial statements in business reports (including quarterly/semiannual reports) 21 6 XBRL- Electronic Disclosure System Uses disclosure files created by electronic document editors and XBRL creators in an effective manner and transfers them to the Disclosure & Review Analysis System and related organizations through the receipt system Related institutes Electronic Document Editor Format Electronic Document Instance Taxonomy (. ixd) Distribute Disclosure Transfer File General User Transfer File Taxonomy Create Transfer file Certificate Receipt System Taxonomy Transfer File ( .DRT) Taxonomy Taxonomy XBRL Creator Taxonomy Management Transfer File Review Analysis System Operator Reviewer 22 6 XBRL- Electronic Disclosure System XBRL systematically compiles information such as standard accounts of the subject component system, the name of the account subject to accounting standards, calculation, display order, relations between account subjects, accounting base standards ~ 200 400 ~ 500 100 ~ Not able to verify its account or attributes with amount data only 50 400 Able to use data more efficiently by treating it as a set of data by adding additional attribute information such as unit or period 23 6 XBRL- Electronic Disclosure System K-IFRS Taxonomy Procedures IASB (International standard taxonomy) Configure with IFRS adopters’ commonly used account items - Use general Taxonomy without separating industry type - Applied to not only financial statements but also to thier notes (Limits) Limits to reflect each country’s unique situation - Consolidated financial reporting is a rule KOREA XBRL HQ (Convert into Korean) International standard Taxonomy (in Korean) Add account items that meet the needs of Korea (540) Consider Korea’s unique circumstances and add account items DART (K-IFRS) Taxonomy Add accounts most commonly used by early adopters and reflect comments from other stakeholders K-GAAP (Manufacturing Standard) Number of actually used account items (Average of early adopters) K-IFRS standard accounts for disclosure International Standard (IASB) DART additional development Total K-GAAP IFRS Balance Sheet Income Statement Cash Flow Statement Changes in Equity Note 412 213 240 26 - 53 51 74 31 42 221 61 241 7 10 274 112 315 38 52 93 67 83 26 44 28 59 36 Total 891 251 540 791 269 167 24 6 XBRL- Benefits of XBRL XBRL Disclosure System Based on IFRS Information Creator 1. Improve reliability of financial statements Information User Regulators 1. Real-time financial DB 1. Enhanced efficiency of market supervision 2. Cost reduction in analysis 3. Improved easy access to financial statements for foreigners 2. National infrastructure for financial information 25 7 Conclusion Vision of DART •Repository of Korea’s corporate filings; core infrastructure of the capital market •Emerge as a globally leading system Future Challenges Lessons Learned •Improve awareness in senior management of the importance of disclosure •Improve investor education to help them make sound investment decisions •Full, timely and fair disclosure is key to investor protection and capital market transparency Best solution is an electronic disclosure system 26