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b7712b2 | 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 | # Controls disclosure annotation guidelines v0.1
Status: candidate specification. Labels created by the project remain
`candidate_pending_independent_review` until a second, independent reviewer adjudicates them.
They are not called human-gold.
## Scope
The unit is one SEC-filed 10-K or 10-Q primary HTML document. Evidence must come from Item 9A
(`10-K`) or Part I, Item 4 (`10-Q`). Each present label records the exact excerpt, section name,
source URL, and normalized-document character offsets. Definitions, risk factors, exhibits,
table-of-contents entries, and prior-period statements outside the current controls conclusion do
not support a present label.
## Fields
1. `icfr_effectiveness`: `effective`, `ineffective`, or abstained. Annotate only an explicit
current-period management conclusion about *internal control over financial reporting* (ICFR).
A conclusion about disclosure controls alone is insufficient.
2. `disclosure_controls_effectiveness`: `effective`, `ineffective`, or abstained. Annotate only an
explicit current-period management or certifying-officer conclusion about disclosure controls
and procedures. Keep this separate from ICFR: one does not silently substitute for the other.
3. `material_weakness_disclosed`: boolean or abstained. `true` requires an affirmative current
disclosure. A definition of “material weakness,” hypothetical risk, or a previously remediated
weakness is not affirmative current evidence. `false` requires either explicit negative
language or an effective ICFR conclusion. The latter is a disclosed, versioned inference based
on the SEC consistency rule that management cannot conclude ICFR is effective while a material
weakness exists.
4. `remediation_status`: `ongoing`, `completed`, `not_applicable`, `not_disclosed`, or abstained.
Use `ongoing` only for an active weakness with explicit continuing, in-progress, or not-yet-
remediated language. Use `completed` only when the filing says the relevant weakness was
remediated and no current weakness is labeled. `not_applicable` follows a supported false
material-weakness label. `not_disclosed` means a current weakness is supported but no matched
status is present. Abstain if material-weakness status is unresolved.
## Adjudication
Two reviewers label independently from the filed HTML and may not see system predictions. Compare
the value and evidence span separately. Any disagreement is resolved by a third pass that records
the rationale. For accelerated filers, the auditor's ICFR opinion is a cross-check, not a silent
replacement for management's conclusion. Preserve management/auditor disagreements as an
adversarial case. Amendments (`10-K/A`, `10-Q/A`) are separate records and must not overwrite the
original filing.
## Required adversarial cases
- explicit “no material weaknesses were identified”;
- definition-only use of “material weakness”;
- a previously disclosed weakness that is now remediated;
- an active weakness that remains unremediated;
- disclosure-controls ineffectiveness with no ICFR conclusion;
- current and prior-period conclusions in the same section;
- a short table-of-contents heading before the substantive controls section.
Confidence is rule support, not a calibrated probability of factual truth.
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