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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 2024

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;

Contractual Signing Authority Policy

– May 25, 2020

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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

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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– May 25, 2020

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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

Contractual Signing Authority Policy

– May 25, 2020

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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