Contractual Signing Authority Policy – May 25, 2020

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CONTRACTUAL SIGNING AUTHORITY POLICY

Policy Type:

Management

Initially

Approved:

May 25, 2020

Policy Sponsor:

General Counsel

& University

Secretariat

Last

Revised:

May 25, 2020

Primary Contact: Associate General

Counsel

Review

Scheduled: October 2025

Approver:

Board of Governors

OVERVIEW

The University’s Board of Governors is responsible for overseeing all of the activities of the

University, including the delegation of the authority to enter into Contractual Commitments on

behalf of the University to its Employees. In order to advance the University’s interests and goals,

the University may enter into mutually binding commitments with individuals, institutions,

businesses, agencies, governments or other entities.

The decision of whether to enter into Contractual Commitments requires a balance between

ensuring the University can achieve its goals through its relationships with external entities and

managing the Contractual Risks that arise from these relationships. The University is committed

to creating a culture that both empowers and holds leaders accountable to make decisions that

balance the University’s operational needs against any resulting Contractual Risks.

PURPOSE

The purpose of this Policy is to provide a comprehensive and consistent framework for the

establishment of Contractual Commitments on behalf of the University. This includes:

a) Delegating authority to appropriate leaders to enter into Contractual Commitments on

behalf of the University, including setting out the appropriate limits on such authority;

b) Establishing further internal review processes to mitigate Contractual Risks in an effective

and efficient manner such that the University’s operational needs are met; and

c) Ensuring that Employees are accountable for their decisions to enter into Contractual

Commitments on behalf of the University and their acceptance of any corresponding

Contractual Risks.

SCOPE

This Policy applies to the Approval of all Contractual Commitments on behalf of the University.

This Policy does not supersede other policies, procedures or other governing documents that

specify authority over University resources.

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POLICY STATEMENT

GENERAL

1.1

Employees who have contractual signing authority share responsibility for ethical

and appropriate management of University resources. Employees are expected to:

a. Understand the contractual signing authority of their role and the contractual

signing authority of any person who reports to them; and

b. Adhere to the limitations of their contractual signing authority by forwarding

requests to Approve of Contractual Commitments which are outside of their

authority to an appropriate Authority.

1.2

Prior to the Approval of Contractual Commitments, an Authority must review the

Contractual Commitments and satisfy themselves that the Approval of the

Contractual Commitments is in the best interest of the University and meets the other

evaluative criteria set out in the Procedure for the Evaluation of Contractual

Commitments.

1.3

Contractual signing authority to Approve of Contractual Commitments is distinct from

the authority to manage University resources generally. Authorities must have both

contractual signing authority and authority over any committed University resources

in order to Approve of Contractual Commitments.

1.4

Contractual signing authority may only be held by a member of the Board of

Governors or an Employee of the University. Contractual signing authority is

attached to the position occupied by an Employee, not the Employee personally.

Employees acting in the interim have the same authority as if they were the

incumbent.

1.5

Employees will not structure Contractual Commitments for the purpose of

undermining the intent of this Policy. As an illustration, Employees may not split one

Contractual Commitment into multiple smaller Contractual Commitments to

circumvent financial thresholds.

1.6

The Approval of any Contractual Commitments must be performed in accordance

with the Procedure for the Approval of Contractual Commitments.

AUTHORITY OF THE BOARD

2.1

The Board of Governors has the authority to Approve of any Contractual

Commitments on behalf of the University, in accordance with the powers granted to

it under the PSLA. The Board of Governors retains such authority notwithstanding

the delegation of its powers as set out in this Policy.

2.2

The Board of Governors has the exclusive authority to Approve of any Contractual

Commitments where:

a. the Financial Commitments exceed $5 million;

b. the Financial Commitments would result in a budget variance of more than 1%

of the University’s total approved budget within a fiscal year;

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c. the Contractual Commitments are for a term in excess of five years and may

only be terminated on a without cause basis by providing notice in excess of two

years;

d. the Contractual Risks would, after factoring in any applicable mitigation, be

graded at 17 or higher as set out in the University’s Institutional Risk Tolerance

Statement;

e. the Board of Governors is designated as the exclusive contractual signing

authority under any other policy of the University; or

f. the Contractual Commitments involve:

the application of

section 67 of the PSLA (Disposition of Land)

;

ii.

the application of

section 72 or 73 of the PSLA (Borrowing and

Debenture Borrowing)

;

iii.

the purchase or sale of any shares with a fair market value of $1 million

or greater, except where the shares have been donated or bequeathed

to the University; or

iv.

the University executing a collective bargaining agreement.

DELEGATION OF AUTHORITY

3.1

An Employee will have contractual signing authority if they have been delegated

authority under one of the following categories:

General Authorities – Senior Leaders of the University have contractual

signing authority over Contractual Commitments that are within the limitations

of their position as set out in the Schedule 1 – General Authorities to this

Policy; or

Specific Authorities – individual positions and categories of positions set out

in the Schedule 2 – Specific Authorities have contractual signing authority over

Contractual Commitments that meet the thresholds set out for that position

within Schedule 2,

and the Employee has complied with any of the following applicable requirements:

Controls – where the Contractual Commitments include obligations which

meet the thresholds set out in Schedule 3 – Controls, the Employee must

satisfy all of the requirements of the control articulated in Schedule 3 before

Approval of the Contractual Commitments.

3.2

An Employee who has been delegated contractual signing authority may only further

sub-delegate their authority in accordance with the Procedure for the Sub-Delegation

of Contractual Signing Authority.

3.3

Where any power is granted to an employee under this Policy, the Procedures or

any of their schedules, that power is also granted to any of that employee’s

supervisors.

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3.4

If the Approval of a Contractual Commitment results in real or apparent conflict of

interest, an Authority must comply with the requirements of the conflict of interest

disclosure and review process of the Code of Conduct – Employee policy. If the

conflict of interest cannot be managed in a way that protects the integrity and

reputation of the University, the Authority will not have contractual signing authority

over those Contractual Commitments.

3.5

Where an Authority has breached this Policy, the supervisor of the Authority may, in

addition to other actions, temporarily suspend or restrict that Authority’s contractual

signing authority set out in this Policy. Any such decision will be conducted in

accordance with any applicable collective agreements, employment agreements or

University policies.

4. AMENDMENT TO SCHEDULES

4.1

The Board of Governors has exclusive authority to amend Schedule 1 – General

Authorities.

4.2

ELT may amend any portion of Schedule 2 – Specific Authorities, provided that any

Employee granted contractual signing authority may have no greater authority than

that delegated to Senior Leaders under the Schedule 1 – General Authorities.

4.3

ELT may amend any portion of Schedule 3 – Controls, provided that ELT may not

amend any controls requiring the review or approval of the Board of Governors. The

Board of Governors has exclusive authority to amend any controls requiring the

review or approval of the Board of Governors.

DEFINITIONS

(1)

Approve /

Approval:

refers to the act of the University entering into Contractual

Commitments in accordance with this Policy. Contractual

Commitments may receive approval in many ways, such as

by an Authority signing or executing a contract, submitting

a binding proposal, accepting or issuing a purchase order

or quotation, renewing or extending previously approved

Contractual Commitments, agreeing to terms of use, or

accepting online terms and conditions

(2)

Authority:

means the Board of Governors or an Employee who has

contractual signing authority over Contractual

Commitments on behalf of the University in accordance with

the Policy and Procedures

(3)

Board of

Governors:

means the Board of Governors of Mount Royal University

(4)

Contractual

Commitments:

means the binding legal commitments that are established

between the University and one or more third parties

through a contract. For clarity, Contractual Commitments

exclude any legal commitments that may arise through the

establishment of a trust or endowment

(5)

Contractual Risks:

means the risks that arise as a result of the University

entering into Contractual Commitments and includes, but is

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not limited to, the inherent risks of the activities that will be

undertaken as a result of the Contractual Commitments, the

risks which arise from the contractual relationship itself and

the risks which may arise if the Contractual Commitments

are breached by either party

(6)

Department:

means a faculty within the Academic Division or a

department outside of the Academic Division

(7)

Division:

means a division of the University that is led by a Vice-

President or the President

(8)

ELT:

Means Executive Leadership Team

(9)

Employees:

means individuals who are engaged to work for the

University under an employment contract, including but not

limited to faculty, staff, exempt, casual and management

employees

(10)

Financial

Commitments:

means the total value of all payments, taxes or any other

fees paid by one party to another as a result of Contractual

Commitments. For clarity, this includes the value of all

payments made over the full term of the Contractual

Commitments, but excludes non-mandatory renewals or

optional extensions. For Contractual Commitments of

indefinite duration, the value is calculated as the greater of

either (i) the sum of the estimated payments that will be

made over the first five years of the contract or (ii) the cost

of terminating the contract on a without cause basis. For

clarity, all Financial Commitments are stated in Canadian

Dollars

(11)

Policy:

means the Contractual Signing Authority Policy

(12)

Procedure:

means a procedure of the Policy

(13)

PSLA:

means the Post-secondary Learning Act of Alberta, as

amended

(14)

Senior Leaders:

means either (i) any Employee who both reports to a Vice-

President or President and leads a Department and (ii) any

other person designated as a Senior Leader by PEC

(15)

University:

means the legal entity continued under the PSLA as “The

Board of Governors of Mount Royal University” and which

operates under the name “Mount Royal University”

RELATED POLICIES

•

Code of Conduct Policy – Board

•

Code of Conduct Policy – Employees

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RELATED LEGISLATION

•

Post-secondary Learning Act of Alberta

RELATED DOCUMENTS

•

Procedure for the Approval of Contractual Commitments

•

Procedure for the Evaluation of Contractual Commitments

•

Procedure for the Sub-Delegation of Contractual Signing Authority

•

Schedule 1 – General Authorities

•

Schedule 2 – Specific Authorities

•

Schedule 3 – Controls

REVISION HISTORY

Date

(mm/dd/yyyy)

Description of

Change

Sections

Person who

Entered Revision

(Position Title)

Person who

Authorized Revision

(Position Title)

04/20/2023

Editorial

Definitions

Policy Advisor

General Counsel and

University Secretary