Approval Authorities and Execution of Documents

Category: Governance
Number: GOV-010-005
Audience: All University employees; Board of Governors
Issued: March 17, 2017
Revised: December 08, 2017
Owner(s): Executive Director (University Governance)
Approved by: Board of Governors
Contact: Executive Director, University Governance – 306-585-5545

Introduction

This policy is intended to:

  • Set out who is authorized to:

-          approve a commitment that binds the University;

-          delegate the authority to approve a commitment (if applicable); and

-          execute an agreement in respect of such commitment.

  • Provide guidance as to the due diligence required and the process to be undertaken by the approving authority prior to entering into a commitment;
  • Establish expenditure approval limits by Department / Approving Authority.

The authority to approve a commitment is delegated by the Board to University Officers, and may be delegated by University Officers to Employees, as outlined in the Approval Registry. This policy is subject to ongoing review to ensure that the division of functions, level of approval, and ability of an Approving Authority to delegate remains appropriate.

This policy applies to all contractual arrangements to which the University is a party, including but not limited to agreements, contracts, deeds, cheques, purchase orders, purchase requisitions, instruments, indentures, memoranda of understanding, memoranda of agreement, letters of intent, offers of employment, termination letters, and any other agreement that binds the University.  All agreements must be in writing and approved and executed in accordance with this policy. 

Policy

No Employee may, either verbally or in writing, enter into a commitment or agreement on behalf of the University unless and until:

  • the required due diligence with respect to the commitment has been undertaken;
  • the commitment has been approved by the applicable Approving Authority; and
  • the agreement has been reviewed by the Approving Authority and is satisfactory in form and content to the Approving Authority.

All agreements must be made between the University and a Counterparty; a Department, Faculty, or Administrative Unit is not a legal entity and cannot enter into an agreement independent of the University.

Employees in whom financial, administrative or academic responsibility is vested by the University (including the authority to approve commitments or execute agreements) are required to act in good faith and in the best interests of the University and at all times avoid conflicts of interest or conflicts of commitment.

All commitments must be documented in writing.  The Employee authorized under the Approval Registry to execute an agreement is responsible for ensuring that it is properly executed, including any necessary requirements for witness, application of the University seal, dual signature, etc., and that the University receives and retains a fully executed copy of the agreement.  This Employee must have received the approval of the Approving Authority prior to executing the agreement.

All agreements must be reported to the University Officer to whom the Employee reports.  An executed copy of each agreement shall be retained in the appropriate department in accordance with the Records and Information Management policy.

 

Due Diligence

Before entering into a commitment or agreement, an Employee must ensure the following due diligence inquiries and requirements have been made and/or are satisfied:

  • The subject matter of the commitment is within the responsibility of the Employee through the authority of the University’s approved budget, or other policies and procedures, or delegation.
  • The Counterparty to the agreement is a legal entity with the capacity to contract.
  • The University will be able to meet its obligations under the commitment.
  • The Counterparty is reasonably expected to be able to meet its obligations under the commitment.
  • If the commitment constitutes an affiliation or federation, the related governance process has been followed and necessary approvals are in place.
  • Neither the execution of the agreement nor compliance by the University of its obligations therein will contravene any applicable laws, rules or regulations of Canada or the Province of Saskatchewan, policies, bylaws, agreements (including but not limited to The University of Regina Act, Senate Bylaws, and federation or affiliation agreements) to which the University may be bound or affected.
  • The implications of the commitment on the University, beyond the Employee’s particular department, have been considered.
  • Wherever there may be a potential or perceived conflict of interest with respect to the Employee and the commitment, the Employee ceases involvement with the Commitment, and instead refers the matter to his/her immediate supervisor in accordance with policy GOV-022-010 Conflict of Interest and Conflict of Commitment.
  • Financial and other benefits or risks to, or liabilities of, the University relating to or arising from the commitment have been identified, considered, and deemed to be acceptable, reasonable and manageable.
  • Any intellectual property aspects of the commitment have been thoroughly considered and assigned intellectual property rights are protected.
  • Where the commitment may have significant financial, academic or reputational ramifications or risk exposure for the University, the Employee has discussed the commitment with the appropriate University Officer(s) and the draft agreement(s) related thereto have been reviewed and vetted by the University’s legal counsel.
  • Where appropriate, if the Agreement contains insurance provisions or requirements, the Financial Analyst (Budget/Treasury) has reviewed the draft agreement(s) and vetted such provisions.
  • If the University has developed an applicable template or standard form agreement, or approved contractual language, the agreement follows the template or contains the applicable contractual language.  Any modifications to the standard form or approved contractual language must be identified and approved by the Approving Authority (which may involve review by legal counsel). 
  • If applicable, appropriate confidentiality, protection of personal information, insurance, indemnity and termination provisions are included in the agreement.
  • The commitment is in the best interests of the University and is consistent with the University’s mission statement, Strategic Plan, Strategic Research Plan, Campus Master Plan, Budget Formation Process and Budget Plan.

Delegation

  • The Board of Governors, pursuant to The University of Regina Act, is responsible for the management, administration and control of the business and affairs of the University. The authority given to all University Officers to approve commitments under this policy is delegated by or through the Board in accordance with The University of Regina Act.
  • An Approving Authority may delegate his/her authority to approve a commitment or agreement only to the Employee designated in the “Execution Authority” column in the Approval Registry for the applicable agreement.   The Employee to whom authority to approve a commitment or agreement has been delegated may only sub-delegate such authority with prior permission from the original Approving Authority.
  • The level of authority required to approve a commitment relating generally to the operation and development of the University and to bind the University to the terms thereof shall depend on the dollar amount (if there is a dollar amount involved) and/or the impact on the University of such commitment.
  • Approval by the Board of Governors of the University Budget and individual allocations within the comprehensive University Budget confers authority upon University administration to make expenditures within the amounts and scope of the accounts allocated to them in the budget, this policy, and other applicable policies.
  • Each Department is responsible for maintaining a written record of all delegations of the authority to approve a commitment or agreement (whether the Approval Authority is permanently delegated or delegated due to the Approving Authority being temporarily absent from campus). The record of delegations must be maintained for seven years and be readily available, should it be requested by internal or external audit.

Consequences for Noncompliance

Any Employee that approves a commitment or agreement or executes an agreement in violation of this policy will be subject to disciplinary action, including termination of their employment, and the University may pursue all other remedies available to it at law (including an action and a claim for damages and costs relating to the commitment or agreement). 

Processes

Execution of Agreements

  1. Ensure due diligence has been satisfactorily completed
  2. Obtain approval from the Approving Authority
  3. Provide the executed agreement to the Department responsible, as outlined in the Approval Registry

Related Information