Effective Date: April 1, 2013
Responsibility: Vice-President, Legal Services, General Counsel and Corporate Secretary
This Policy is under the authority of the President and CEO. The Law Department is responsible for implementing and interpreting this Policy. All Authorized Positions (as defined in the Policy) delegated by the President and CEO are responsible for applying it and ensuring employees’ compliance to it within their respective components.
STATEMENT OF POLICY
The purpose of this policy is to ensure that adequate controls are in place for the proper authorization of Contracts, to safeguard the assets of CBC/Radio-Canada against loss through fraud, theft and/or improper use, to protect CBC/Radio-Canada from unwarranted liability, to ensure consistency of treatment across CBC/Radio-Canada and to produce reliable records of the Corporation’s obligations and rights for internal use and external reporting.
For purposes of this policy, “Contract” means any document that binds CBC/Radio-Canada, including undertakings, agreements, work orders, click-through or other on-line agreements, binding letters of intent, purchase orders, contracts, collective agreements, settlements, releases and talent agreements. Employment contracts are outside of this policy and are governed by Compensation Policy 2.2.04.
This policy applies to the signing of Contracts committing CBC/Radio-Canada. It is based on the principle that responsible and risk-based delegation of signing authority is an essential element of sound business management at CBC/Radio-Canada, provided appropriate controls are in place, the delegation is consistently applied and there is appropriate accountability.
This policy is founded on the principles that:
A. delegation of Signing Authority is granted to a position (“Authorized Position”), not to named individuals. Every delegator is expected to ensure that the delegate (“Authorized Delegate”) is capable of taking on the responsibility, having regard to his/her function, level of operational or business autonomy and training. Accordingly, when a person leaves an Authorized Position, the person loses signing authority associated with that Authorized Position; and
B. all Contracts, other than as set out below, require two signatures. Prior to signing, every signatory/delegate is expected to ensure that all components of CBC/Radio-Canada with an interest in and specific knowledge of the Contract have been appropriately consulted. The “Principal Signatory” is the direct report to the President or his/her delegate set out in Appendix A whose component is the main signatory to a Contract, having regard to a majority of the following criteria: the subject matter of the Contract, the component that holds the required budget and the component that ensures performance of the Contract. The “Co-signatory” acts as a check and balance by being the person providing the second signature.
This Policy applies to all CBC/Radio-Canada employees.
This revised DSA Policy 2.9.3 replaces DSA Policy 2.9.3 dated June 1, 2004.
Vice-President, General Counsel & Corporate Secretary
PROCEDURES UNDER THE DELEGATION OF SIGNING AUTHORITY POLICY
a) Delegation of Signing Authority (“DSA”) derives from the Board of Directors of CBC/Radio-Canada President’s Signing Authority resolution. The resolution sets out the limits under which the President of CBC/Radio-Canada may sign Contracts and allows for the delegation of that power, without further Board approval. This authority does not include the authority to agree to or enter into new business ventures on behalf of the Corporation, nor to discontinue or cease the operations of a division or business unit, nor to dispose of a significant portion of the assets of a division or business unit, all of which require Board approval.
b) The President delegates the authority to sign Contracts to the Authorized Positions in Appendix A within the limits therein. The President may also delegate additional signing authority outside of this Policy or, if it exceeds the President’s limits, the Board of Directors may authorize a signatory by way of resolution.
c) The direct report to the President of each component listed in Appendix A is responsible for all delegations and all Contracts within his/her Description of Component Authority. Each Principal Signatory has the duty to consult with all other components with an interest in and specific knowledge of the Contract or to ensure that proper consultation has taken place. Communications must be consulted for all Contracts that affect CBC/Radio-Canada’s branding.
d) DSA may only be exercised once the Authorized Delegate has completed training in the DSA policies and procedures. Training is provided by the Law Department and administered by People & Culture.
e) Any Contract committing CBC/Radio-Canada must be confirmed in writing and signed in accordance with this Policy, subject to the exceptions provided herein.
f) Subject to the exceptions set out in section 3, each Contract must be signed by two Authorized Delegates. In no event may the Authorized Delegate for the Principal Signatory be the same individual as the Co-signatory. The Authorized Delegates must report within different Components as set out below, except where an Authorized Delegate has dual reporting lines to different components or where the component’s direct report to the President has multiple mandates, in which cases both Authorized Delegates can report within the same Component.
i. Where Contracts have a financial component, whether cash or contra, one of the signatures will be that of the Chief Financial Officer (CFO), or as delegated, pursuant to the procedures set out in [procedure document to be added soon].
ii. Where the CFO component is the Principal Signatory, the Co-signatory may also be the CFO component, provided the Co-Signatory is not in the same reporting line as the Principal Signatory.
DSA is not a delegation of responsibility. An Authorized Delegate may only sign Contracts in his/her area of responsibility and only if he or she is capable of taking on the responsibility, having regard to his/her function and level of operational or business autonomy. The Authorized Delegate and his/her direct manager are all responsible for the business terms of the Contract and for ensuring that:
i. the Contract is consistent with the Corporation’s strategic plans, budget and business plans;
ii. the Corporation will be able to meet its obligations under the Contract;
iii. the Contract is compliant with applicable laws (including the Broadcasting Act), by-laws, resolutions of the Board of Directors, policies, guidelines, procedures and other Contracts to which CBC/Radio-Canada is bound;
iv. the appropriate level and types of reviews and approvals have been obtained for the Contract; and
v. risk mitigation plans are in place for any identified significant business and legal risks.
2. INTERPRETATION GUIDE
a) Signing authority may only be delegated to employees of CBC/Radio-Canada; it cannot be delegated to a consultant, independent contractor or to an employee under a collective agreement (except where expressly specified in Appendix A).
b) Where an individual has been appointed into a position temporarily (that is, in an “acting” capacity), DSA resides in the position and so the delegation levels applicable to the position in which the individual is acting will automatically devolve to that individual, provided the individual has completed the required DSA training.
c) In the event of a short-term absence, the individual holding the Authorized Position may designate in writing, for a period not exceeding 30 consecutive days, a temporary holder of the Authorized Position to exercise all the powers of this position, unless otherwise specifically provided in the designation process of the individual in question. Other than as set out herein, DSA cannot be sub-delegated.
d) Each Contract must either be on a template approved by the Law Department in accordance with the Legal Services Policy 2.4.01 or be reviewed by the Law Department prior to execution.
e) The maximum amount payable under the Contract determines appropriate delegation level, calculation of the total financial commitment and duration of the Contract must include all options (renewals, extensions, volume or quantity increases, contingencies, upgrades etc.) beyond the initial contract terms, and all costs and expenses for the duration and potential options before any applicable taxes.
f) Practices that undermine the intention and objectives of the Policy are expressly prohibited. Such practices include:
i. splitting Contracts into smaller parts to circumvent authorization limits; and
ii. entering into a Contract knowing that it is insufficient for completion of the work required or goods ordered.
g) An Authorized Delegate’s power cannot be exercised where the individual has a real and/or perceived conflict of interest (see Conflict of Interest and Ethics Policy 2.2.03).
3. EXCEPTIONS TO DUAL SIGNATURE REQUIREMENT
a) Contracts for goods and services, facilities or related to programming (such as licensing, production) valued at $10,000 or less.
b) Retainer of outside legal counsel.
c) Contracts for the sale of advertising of less than $5 million and a duration of less than three years.
d) Non-disclosure agreements
4. CONTRACT RETENTION
a) Each Component is responsible for retention and storage of all signed Contracts pursuant to the Records and Information Management Policy 2.9.01 and for ensuring compliance with the terms of the Contract.
b) A signed copy of all Contracts (other than retainer of outside legal counsel) must be forwarded to Finance and Administration or as designated thereby.
5. METHOD OF SIGNING
Contracts may be signed as follows:
a) Personal signature of the Authorized Delegate.
b) Approval of Contracts by the Authorized Delegate processed through Livelink electronically or other means of electronic approval, as adopted by Finance and Administration.
c) If required, the Corporate Secretary may affix CBC/Radio-Canada's seal to the Contract. Imprint of the Corporate Seal will not require the personal signature of the Corporate Secretary.
d) Approval of purchase orders by electronic means (e-mail, etc.) is acceptable as long as there is adequate security and control over access to the electronic tools, as determined by Finance and Administration.