Delegated Authority Policy

Transcription

1 Delegated Authority Policy ISSUE DETAILS Effective Date: 24 Policy Owner: Written By: Approved By: Policy Revision Authority: Policy Review Frequency: Chief Financial Officer Financial Controller Transpower Board of Directors The Chief Executive and Chief Financial Officer have authority to approve minor changes to and guidance notes for this Policy without further Board approval. Five Yearly Policy Review Date: March 2021 Monitoring Compliance with this policy: The Financial Controller is responsible for monitoring compliance with this Policy. Any queries about this policy should be directed to the Financial Controller in the first instance. TRANSPOWER CORPORATE POLICY This Policy was implemented: Delegated Authority Policy Transpower New Zealand Limited 1

2 CONTENTS 1. PREFACE STRUCTURE PRINCIPLES Scope and interpretation of the Delegations Limitations on the Delegations Sub-delegation Legal advice Compliance Financial Delegations principles Non-financial Delegations principles FINANCIAL DELEGATIONS NON-FINANCIAL DELEGATIONS Delegated Authority Policy Transpower New Zealand Limited 2

3 1. PREFACE The Board of Transpower is responsible for all aspects of the operation of the company. In order to allow the company to function effectively and efficiently on a day-to-day basis, the Board has delegated to the CEO and General Managers the authority to spend money and to carry out certain other tasks and functions within prescribed limits. Those delegations (sometimes referred to as standing delegations ) are set out in this Policy. 2. STRUCTURE Section 3 of this Policy sets out the principles that apply to the interpretation and application of the Financial Delegations and Non-financial Delegations in this Policy. The Financial Delegations are in Section 4. These are quantitative delegations under which the Chief Executive s or a General Manager s delegated authority is defined by reference to the monetary value of the relevant transaction or other matter (or may be unlimited). The Non-financial Delegations are in Section 5. These are qualitative delegations under which the Chief Executive or a General Manager has delegated authority to approve (or not) certain types of transaction or other matter regardless of its value. The Financial Delegations and Non-financial Delegations are referred to collectively as the Delegations. 3. PRINCIPLES 3.1 Scope and interpretation of the Delegations The Delegations contain the minimum authorisation levels for the transactions and other matters covered by them. Depending on the circumstances in which a matter arises it may be prudent for personnel to seek a higher level of authorisation. Likewise, it may be prudent for personnel to seek a high level of authorisation for a matter not explicitly covered by the Delegations. Personnel must exercise their judgement about whether it is appropriate in all the circumstances to go above and beyond the Delegations in seeking authority for a transaction or other matter. In exercising their judgement personnel should have particular regard to the potential reputational consequences of the transaction or other matter for Transpower or its shareholder. All authority delegated in the Delegations includes the authority to sign any document and do any other thing necessary or desirable to give effect to the delegated authority. In applying the Delegations a series of related transactions to which Transpower becomes committed at the same time must be treated as a single transaction. For example, a contract to buy three computers over three years is a single transaction, not three separate transactions. Transactions must be approved in accordance with all applicable Financial Delegations and Non-financial Delegations. 3.2 Limitations on the Delegations Any specific delegations from the Board (including in Board-approved Corporate Policies) and any powers of attorney granted by Transpower prevail over anything inconsistent in the Delegations. The current Transpower powers of attorney are listed on the Intranet at Delegated Authority Policy Transpower New Zealand Limited 3

4 The Board of a Transpower New Zealand Limited subsidiary may make its own delegations of authority provided they are not inconsistent with the Delegations. Expenditure in the form of personal expenses (e.g. accommodation, meals, and personal memberships) is governed by the Discretionary Expenditure, Gifts and Travel Policy. Treasury expenditure (e.g. interest payments, derivative settlements) is governed by the Treasury Policy. 3.3 Sub-delegation All authority delegated in the Delegations may be sub-delegated, including by subdelegates. However: o o any sub-delegation to a person who is not a Transpower employee must be approved by the CFO; and a delegate or sub-delegate should not sub-delegate his or her entire authority unless it is necessary to do so to cover an absence. As a general rule, for operating expenditure a maximum of 75% (by value) of a financial authority should be subdelegated on a standing basis. A non-financial authority should not be subdelegated on a standing basis at all. The current divisional standing sub-delegations are kept on the Intranet at Legal advice Subject to any express requirement in the Delegations, personnel must exercise their judgement about whether to seek internal legal advice on a contract before executing it for Transpower. In exercising their judgement personnel must take into account the face value and nature of the contract, including the risk it represents to Transpower. A contract that is on Transpower s standard terms is less likely to require legal input. A contract under which Transpower grants another party an indemnity is more likely to require legal input. 3.5 Compliance All employees are responsible for ensuring the Delegations and any sub-delegations under them are not exceeded. An employee s breach of delegated authority may be serious misconduct and result in disciplinary action. As well as having sufficient delegated authority to authorise a transaction, personnel must comply with all relevant Corporate Policies when they commit Transpower to the transaction. This includes the Procurement Policy and Code of Ethics and Conduct Policy. In the first instance, personnel should contact the Financial Controller if they are in any doubt as to the correct application of the Delegations. 3.6 Financial Delegations principles All authority above the CEO s delegation limits in the Financial Delegations is reserved to the Transpower Board. This includes authorising capital and operating expenditure outside the business plan total for the relevant area of responsibility. Except where stated otherwise in the Financial Delegations, and subject to the next principle, delegations of authority in the Financial Delegations to the GM (in area of 2016 Delegated Authority Policy Transpower New Zealand Limited 4

5 responsibility) are to the General Manager of the Transpower division that holds the budget or responsibility for the relevant transaction or project. Any delegation of authority to the CEO or CFO in the Financial Delegations is for all areas of responsibility. All delegation limits in the Financial Delegations are exclusive of GST and relate to the face value of the relevant transaction or project (in nominal dollars). Transactions and projects must not be arbitrarily segmented in order to stay below the delegation limits in the Financial Delegations. A framework contract should be authorised by a person who would have a sufficient delegation to authorise a typical transaction under it if the financial face value of the framework contract is less than that. 3.7 Non-financial Delegations principles All authority delegated in the Non-financial Delegations may be exercised by any Management level above the recorded delegation level. For example, all authority delegated to a GM may be exercised by the CEO (but is not required to be) Delegated Authority Policy Transpower New Zealand Limited 5

6 4. FINANCIAL DELEGATIONS CP.B.CS.004 The italicised delegation codes in the following table are the corresponding delegation codes (if any) in the immediately preceding issue of the Delegated Authority Policy (Issue 13, December 2015). Delegation code Authority delegated Delegation level and limit (U/L means unlimited) Comments and qualifications CEO (for all areas of responsibility) GM (in area of responsibility) RV Revenue Includes transmission charges RV1 A1, A3 Authorise revenue other than off-shore revenue and fixed asset sales U/L U/L Delegation RV4 applies to off-shore revenue Delegations DW4 and DW5 apply to fixed asset sales RV2 A4 Authorise reversal of incorrect charges U/L U/L 2016 Delegated Authority Policy Transpower New Zealand Limited 6

7 RV3 A5, F1-F3 Authorise credit notes and revenue write-offs other than for reversing incorrect charges $1m $0.1m Limit is per credit note/write-off CP.B.CS.004 CFO or delegate must review (not authorise) all credit notes/write-offs with a face value over $0.1m and all credit notes relating to regulated transmission charges Delegation RV2 applies to reversing incorrect charges RV4 S4 Authorise off-shore revenue activities $1m per annum per transaction Transaction must come within both limits $5m per transaction SR Statutory and regulatory payments SR1 A2, B2 Authorise payment of allocable costs for ancillary services U/L CFO U/L GM Grid Performance U/L GM System Operations U/L Includes under-frequency event charges GM delegations are for all areas of responsibility 2016 Delegated Authority Policy Transpower New Zealand Limited 7

8 SR2 I2 Authorise payment of rates U/L CFO U/L GM Grid Performance U/L GM delegations are for all areas of responsibility CP.B.CS.004 SR3 I2, I3 Authorise statutory and regulatory payments not covered by delegation SR1 or SR2 U/L CFO U/L Includes industry levies, ACC contributions and tax OE Operating expenditure Excludes statutory and regulatory payments (covered by SR delegations) OE1 B1, C1, D1, E1 Authorise operating expenditure where total operating expenditure remains within business plan for area of responsibility $10m per annum per transaction $1m per annum per transaction Transaction must come within both limits $50m per transaction $5m per transaction 2016 Delegated Authority Policy Transpower New Zealand Limited 8

9 CE Capital expenditure Includes all grid investments, including land purchases and customer investments Excludes minor capital expenditure (covered by MCE delegations) CE1 B3, B4, B5, C3, C5 Authorise capital project business case where total capital expenditure remains within business plan for area of responsibility $20m GM Projects CFO $10m $5m Limit is total budgeted capital expenditure per business case Includes approving business case, budget and budget adjustments Includes authorising capital expenditure within business case budget (which may be sub-delegated to GM Projects) CE2 B6, C4 Authorise capital expenditure before approval of capital project business case where total capital expenditure remains within business plan for area of responsibility $3m $1m Limit is per capital project MCE Minor capital expenditure As determined by the CFO or delegate if there is doubt MCE1 G1, G2 Authorise motor vehicle capital expenditure where total minor capital expenditure remains within business plan for area of responsibility U/L CFO $1m Limit is per transaction 2016 Delegated Authority Policy Transpower New Zealand Limited 9

10 MCE2 G1, G2 DW Authorise minor capital expenditure not covered by delegation MCE1 where total minor capital expenditure remains within business plan for area of responsibility Dismantling, disposal and capital write-offs U/L $0.25m Limit is per transaction DW1 Authorise dismantling project business case $10m CFO $2m Limit is total budgeted expenditure per business case Includes approving business case, budget and any budget adjustment Includes authorising expenditure within business case budget (which may be sub-delegated to any GM) DW2 F4 DW3 F5 Authorise capital work-in-progress write-off $5m $0.5m Limit is total write off (by net book value) per capital project CFO or delegate must review (not authorise) all write-offs over $0.25m (by net book value of assets) per capital project Authorise fixed asset value write-off $30m $5m Limit is total write-off (by net book value of assets) per financial year CFO or delegate must review (not authorise) all write-offs over $0.25m (by net book value of assets) 2016 Delegated Authority Policy Transpower New Zealand Limited 10

11 DW4 F6, F7 Authorise sale of fixed assets in service $5m $0.5m Limit is total net book value of assets per transaction CFO or delegate must review (not authorise) sale of a fixed asset with a net book value over $0.25m DW5 F7, F8 Authorise sale of fixed assets not in service, including land $5m CFO $1m Limit is total net book value of assets per transaction D Disputes D1 T5 Authorise commencement, joining or settlement of litigation or binding alternative dispute resolution arising under the Resource Management Act 1991 or Electricity Act 1992 U/L GM CSE U/L General Counsel U/L Includes environmental planning appeals and proceedings under s23f of the Electricity Act 1992 GM delegations are for all areas of responsibility D2 O4 Authorise commencement, joining or settlement of litigation or binding alternative dispute resolution relating to an employment matter $1m GM People and General Counsel $0.2m Limit is total recovery sought or defended by Transpower per proceeding, or total Transpower cost or revenue per settlement Both GMs must authorise GM delegations are for all areas of responsibility 2016 Delegated Authority Policy Transpower New Zealand Limited 11

12 D3 T1-T4 Authorise commencement, joining or settlement of litigation or binding alternative dispute resolution not covered by delegation D1 or D2 $10m General Counsel $2m Limit is total recovery sought or defended by Transpower per proceeding, or total Transpower cost or revenue per settlement General Counsel delegation is for all areas of responsibility 2016 Delegated Authority Policy Transpower New Zealand Limited 12

13 5. NON-FINANCIAL DELEGATIONS CP.B.CS.004 The italicised delegation codes are the corresponding delegation codes (if any) in the immediately preceding issue of the Delegated Authority Policy (Issue 13, December 2015). Delegation code Authority delegated Delegation level Comments and qualifications CT Contracts General Counsel or delegate must review (not authorise) all templates, contracts and variations covered by these CT delegations CT1 K1 Approve template customer works contracts and material variations to them GM Grid Development or GM CSE Includes template new investment contracts and line deviation agreements CT2 K5 Approve system operator service provider agreement (SOSPA) and material variations to it CT3 Approve market operation service provider agreements other than SOSPA and material variations to them CEO CT4 O9 Approve template employment contracts and material variations to them Individual employment contracts must be approved in accordance with applicable P delegations, if any R Regulation R1 M1 Approve submission of draft transmission pricing methodology CEO 2016 Delegated Authority Policy Transpower New Zealand Limited 13

14 R2 R3 M2 R4 M3 P P1 O1, O2 P2 O3 P3 O3 P4 O5, O6 FI Approve submissions to Electricity Authority relating to setting and varying materially the benchmark transmission agreement Approve submissions to Commerce Commission relating to setting and varying materially Transpower s price and quality regulation Approve submission of annual regulated transmission charges for Board approval People Approve appointment, employment terms and termination of CEO and direct reports to CEO, other than administrative staff Approve creation of new positions that are direct reports to CEO, other than administrative staff Approve creation of new positions below direct reports to CEO, and administrative staff reporting direct to CEO Approve termination below direct reports to CEO, and administrative staff reporting direct to CEO Finance and insurance CEO CFO CEO GM People FI1 P3 Approve opening of new bank accounts CEO and CFO Both CEO and CFO must approve 2016 Delegated Authority Policy Transpower New Zealand Limited 14

15 FI2 P2 Approve material variations to accounting policies FI3 Approve annual insurance programme FI4 Approve appointment of insurance brokers CFO R1 FI5 Q1, Q2, R2 Approve Treasury Policy, Risk Reinsurance Limited Investment Policy, Risk Reinsurance Limited Insurance Policy and material variations to them FI6 Approve non-material variations to Treasury Policy, Risk Reinsurance Limited Investment Policy and Risk Reinsurance Limited Insurance Policy CFO FI7 Approve Transpower guarantee of the obligations of another person CFO General Counsel or delegate must review (not approve) all guarantees CM Corporate matters CM1 S1, S2 Approve activity requiring consultation with shareholder under Statement of Corporate Intent CM2 S3 Approve acquisition, disposal or winding up of subsidiary or business, or entry into or exit of joint venture or partnership 2016 Delegated Authority Policy Transpower New Zealand Limited 15

16 CM3 Approve annual internal audit programme and auditors to carry it out Subject to Auditor-General directions CM4 O10-O12, U1-U4 Approve Code of Ethics and Conduct Policy, Compliance Policy, Delegated Authority Policy, Corporate Policy Framework, External Communications and Disclosure Policy, Risk Management Policy, Remuneration Policy and material variations to them CM5 Approve non-material changes to Corporate Policies referred to in delegation CM4 CFO CM6 U5 Approve Corporate Policies not referred to in delegation CM4 and variations to them CFO CM7 Approve guidance notes relating to Corporate Policies CFO CM8 Approve changes to delegation limits for GMs in Financial Delegations CEO GM delegation limits must not be increased above the CEO delegation limits from the Board 2016 Delegated Authority Policy Transpower New Zealand Limited 16