Delegated Authority Policy

Transcription

1 Delegated Authority Policy Chandler Macleod Group Policy Document This Policy operates as an ancillary document to the Board Charter. To ensure the maintenance of appropriate expenditure controls in the management of the Company, the Board through this Delegated Authority Policy has established Delegated Authority Limits to the budgeted and unbudgeted expenditure authority of the Managing Director and management personnel. The specific Delegated Authority Limits are as set out in the Schedule attached to this Policy and are to be adhered to in accordance with the terms of this Policy. This Policy is to be read in conjunction with all other applicable CMG Policies. All references in this document to CMG means Chandler Macleod Group and all of its authorised agents or employees. This document does not form part of your employment contract or other contract of engagement and may be changed by Chandler Macleod Group at any time, with or without your consent. Prepared by People & Culture and Legal & Risk Department June 2013 Approved by the Board of Directors 18 June 2013

2 1. Delegated Authority This Policy operates as an ancillary document to the Board Charter. 2. Board Responsibility The Board has ultimate responsibility for accountability to the shareholders for the management of the Company. The Board Charter describes in detail the specific responsibilities of the Board. This policy does not limit the matters reserved for the Board under the Board Charter. 3. Delegated Authority to Managing Director 3.1 Managing Director Responsibility The Managing Director has the delegated authority of the Board for the ongoing management of the Company in accordance with the Board Charter. To ensure the maintenance of appropriate expenditure controls in the management of the Company, the Board through this Policy has established Delegated Authority Limits to the budgeted and unbudgeted expenditure authority of the Managing Director and management personnel. The delegated authority of the Managing Director under the Board Charter is limited by this Policy. 3.2 Delegated Authority Limits The Delegated Authority Limits are as set out in the attached Schedule. Limits are expressed as the maximum amounts that managers may commit on behalf of the company. Limits refer to total commitments not individual invoices. Authority limits may not be delegated lower than set out in the schedule except as specifically stated or as otherwise permitted in accordance with section 3.3. The Delegated Authority must be exercised in accordance with Delegated Authority General Policy in section Delegation of Authority to Subordinates It is emphasised that commitments and transactions cannot be approved by individuals having a lower level of approval authority than the specified transaction requires, except pursuant to a delegation of temporary authority. Temporary authority may be designated whenever an individual with approval authority will be out of the office for prolonged periods. The temporary authorisation is to be in writing and specify the effective length of time, and approved by the one-up Manager of the individual with approval authority. 3.4 Delegated Authority General Policy All purchases and disbursements made by the Company must be made exclusively for the benefit of Chandler Macleod in a manner which is fair, objective and financially sound. This policy applies to purchases of capital items and operating costs and related commitments, both budgeted and unbudgeted. Page 2 of 5

3 3.5 Delegated Authority Controls The Managing Director is to ensure that financial and procedural controls are maintained by management to ensure adherence to these Delegated Authority Limits and the Delegated Authority General Policy. The Board may amend the financial and procedural controls 3.6 Compliance Documentation This Policy is to be read in conjunction with all other applicable CMG Policies. Employees executing contracts and approving transactions are required to ensure that all appropriate approvals and reviews required by this policy and CMG s other policies and procedures have been obtained, and to ensure that appropriate documentation of these approvals is maintained. 4. Definitions CEO CFO CLRO COO MS COO SS CPO CSMO CTTO Capital Expenditure (Budgeted) means Chief Executive Officer. means Chief Financial Officer. means Chief Legal and Risk Officer. means Chief Operating Officer Managed Services. means Chief Operating Officer Staffing Services. means Chief People Officer. means Chief Sales & Marketing Officer. means Chief Technology & Transformation Officer. means capital expenditure approved by the Board as part of the annual budget approval process. The amount includes all capital commitments, and likely commitments, in the current year and beyond in relation to the expenditure. Capital Expenditure (Unbudgeted) means capital expenditure not approved by the Board as part of the annual budget approval process. The amount includes all capital commitments, and likely commitments, in the current E1 means the band comprising CMG Executives, excluding E2 Executives. E2 means the band comprising CMG Group Executives, including CFO, CLRO, CPO, CSMO, CTTO, COO MS, COO SS and such others as designated by the CEO from time to time. MPO means Manager People & Culture (includes GM, People & Culture). Operating Costs (Budgeted) means operating expenditure approved by the Board as part of the annual budget approval process. The amount includes all Page 3 of 5

4 operating commitments, and likely commitments, in the current Operating Costs (Unbudgeted) means operating expenditure not approved by the Board as part of the annual budget approval process. The amount includes all operating commitments, and likely commitments, in the current Page 4 of 5

5 Marketing Sales & Credit People & Culture Finance & Expenditure Schedule E2 BAND CMG Board CEO CFO CLRO CPO CSMO CTTO COO SS / COO MS E1 Reports to E1/E2 Brand creation/variation AUTHORISED AUTHORISED AUTHORISED Charitable donations 1 UP TO $50K UP TO $50K UP TO $10K UP TO $2,500 UP TO $250 AT BRANCH LEVEL UP TO $250 AT BRANCH LEVEL Sponsorship commitments 2 UP TO $250K UP TO $100K Promotional or Branding Events AUTHORISED AUTHORISED AUTHORISED AUTHORISED - SERVICE LINE SPECIFIC Public comment/response to media inquiries 3 AUTHORISED AUTHORISED AUTHORISED ON DELEGATION ON DELEGATION Approval of agreements with clients 4 Establishing/varying client payment terms $10 REFER BID AUTHORITY REFER BID AUTHORITY REFER BID AUTHORITY $10 MILLION MILLION MATRIX MATRIX MATRIX REFER BID AUTHORITY REFER BID AUTHORITY REFER BID AUTHORITY REFER BID AUTHORITY REFER BID AUTHORITY MATRIX MATRIX MATRIX MATRIX MATRIX REFER BID AUTHORITY MATRIX REFER BID AUTHORITY MATRIX REFER BID AUTHORITY MATRIX REFER BID AUTHORITY MATRIX REFER BID AUTHORITY MATRIX REFER BID AUTHORITY MATRIX REFER BID AUTHORITY MATRIX REFER BID AUTHORITY MATRIX Establishing/varying client credit limits REFER CREDIT POLICY REFER CREDIT POLICY REFER CREDIT POLICY REFER CREDIT POLICY REFER CREDIT POLICY REFER CREDIT POLICY REFER CREDIT POLICY REFER CREDIT POLICY REFER CREDIT POLICY Approval of discounts for early payment Approval of credits/rebates to clients Approval of debt write-offs $100K $200K $100K $200K $10k $10k $200k $100K. MAY GIVE STANDING AUTHORITY UP TO $50K TO GM GROUP FINANCE $10k $10k Auditors & Tax Consultants Appointment and termination of Auditors AUTHORISED Approval and payment of Auditor fees UP TO $200K UP TO $100K Approval of non-audit services performed by Auditors AUTHORISED AUTHORISED AUTHORISED Appointment and termination of Tax Consultants AUTHORISED AUTHORISED AUTHORISED Approval and payment of Tax Consultant fees UP TO $200K UP TO $100K Bank Accounts Opening new bank accounts AUTHORISED AUTHORISED AUTHORISED Closure of bank accounts AUTHORISED AUTHORISED AUTHORISED Appointment of signatories for bank accounts AUTHORISED JOINTLY WITH CFO JOINTLY WITH CEO Credit Facilities and Borrowings Establishing new credit facilities AUTHORISED Extension or increase of existing credit facilities UP TO $10M UP TO $5M Establishment of asset finance or leasing arrangements UP TO $500K UP TO $250K Drawdown of existing credit facilities UP TO $10M UP TO $5M Bonds, Liens, Guarantees and Security Posting bonds or issuing financial guarantees (excludes gurantees under leases and Workers Compensation) Posting bonds or issuing financial guarantees to Landlords under leases UP TO $200K UP TO $200K Posting bonds or issuing financial guarantees to administering authority for Workers Compensation Issuing corporate guarantees Granting of any form of security (specific or general) over any assets of the Group UP TO $8MILLION UP TO $4MILLION Hedging and Derivative Transactions Hedging of foreign currency AUTHORISED Hedging of interest rates AUTHORISED Use of derivatives AUTHORISED General Expenditure Op-Ex - budgeted 5 UP TO $500K UP TO $400K UP TO $150K UP TO $150K UP TO $150K UP TO $150K UP TO $150K UP TO $50K Op-Ex - unbudgeted 5 UP TO $250K UP TO $200K UP TO $100K UP TO $100K UP TO $100K UP TO $100K UP TO $100K UP TO $10K Cap-Ex - budgeted UP TO $1M UP TO $400K UP TO $150K UP TO $150K UP TO $150K UP TO $150K UP TO $150K UP TO $50K Cap-Ex - unbudgeted UP TO $250K UP TO $200K UP TO $100K UP TO $100K UP TO $100K UP TO $100K UP TO $100K UP TO $10K IT Op-Ex - budgeted 5 UP TO $500K UP TO $400K UP TO $150K IT Op-Ex - unbudgeted 5 UP TO $250K UP TO $200K UP TO $100K IT Cap-Ex - budgeted UP TO $500K UP TO $400K UP TO $150K IT Cap-Ex - unbudgeted UP TO $250K UP TO $200K UP TO $100K Telecommunications Op-Ex - budgeted 5 UP TO $500K UP TO $400K UP TO $150K Telecommunications Op-Ex - unbudgeted 5 UP TO $250K UP TO $200K UP TO $100K Telecommunications Cap-Ex - budgeted UP TO $500K UP TO $400K UP TO $150K Telecommunications Cap-Ex - unbudgeted UP TO $250K UP TO $200K UP TO $100K Recruitment & Employee/Contractor Costs Hiring into or creating new or replacement permanent or temporary positions - budgeted and on budget 6 Hiring into or creating new or replacement permanent or temporary positions - unbudgeted or behind budget 6 UP TO $280K OR EQUIVALENT PRO RATA DAILY/HOURLY RATE UP TO $280K OR EQUIVALENT PRO RATA DAILY/HOURLY RATE. UP TO $85K OR UP TO $85K OR Approval to hire individual - based on assessment rating 7 RED TO GREEN AMBER-RED TO GREEN AMBER-RED TO GREEN AMBER-RED TO GREEN AMBER-RED TO GREEN AMBER-RED TO GREEN AMBER-RED TO GREEN AMBER TO GREEN AMBER-GREEN TO GREEN Off-cycle remuneration increase - no change in position 8 Creating or varying bonus and incentive schemes 9 Rewarding above or outside of incentive scheme rules/eligibility AUTHORISED UP TO 15% OR $280K UP TO 20% AUTHORISED. NOT E1/E2. JOINTLY WITH CPO. NOT E1/E2. UP TO 20% WITH CEO/CPO. WITH CEO/CPO. JOINTLY WITH CFO. UP TO 20% WITH CEO. UP TO 5% OR $75K WITH CEO/CPO WITH CEO/CPO.. JOINTLY WITH CFO OR CPO. UP TO 20% WITH CEO/CPO. Provision of additional allowances including fuel cards AUTHORISED AUTHORISED PER POLICY PER POLICY PER POLICY PER POLICY PER POLICY PER POLICY PER POLICY PER POLICY Employment Agreements Approval or variation to standard form agreements AUTHORISED AUTHORISED Variation of individual employment agreements (including post-employment obligations) AUTHORISED WITH CPO/CLRO AUTHORISED AUTHORISED Discipline & Terminations WITH CPO/CLRO WITH CPO/CLRO WITH CPO/CLRO Initiating formal disciplinary action - internal employee AUTHORISED AUTHORISED WITH MPC WITH MPC AUTHORISED WITH MPC WITH MPC WITH MPC WITH MPC WITH MPC Initiating formal disciplinary action - external employee AUTHORISED AUTHORISED WITH MPC AUTHORISED AUTHORISED WITH MPC WITH MPC Termination for cause or redundancy of position AUTHORISED AUTHORISED WITH CPO WITH CPO AUTHORISED WITH CPO WITH CPO WITH CPO WITH CPO Issuing Separation Agreement 10 AUTHORISED AUTHORISED WITH MPC AUTHORISED AUTHORISED WITH MPC WITH MPC WITH MPC Approval of ex-gratia termination payments (above employment contract entitlements) UP TO 12 WEEKS UP TO 12 WEEKS WITH UP TO 12 WEEKS WITH UP TO 12 WEEKS Property Legal & Risk Insurance Property lease - budgeted 11 UP TO $500K UP TO $500K Property lease unbudgeted 11 UP TO $250K UP TO $250K Furniture & fittings - budgeted UP TO $500K UP TO $500K Furniture & fittings - unbudgeted UP TO $250K UP TO $250K Leasehold improvements (fit-out or refurbishment of premises) budgeted UP TO $500K UP TO $500K Leasehold improvements (fit-out or refurbishment of premises) unbudgeted UP TO $250K UP TO $250K Surrender of premises AUTHORISED AUTHORISED AUTHORISED Make-good expense UP TO $500K UP TO $250K Appointment or termination of external counsel AUTHORISED AUTHORISED AUTHORISED Authorisation and payment of legal fees UP TO $250K UP TO $100K, or $200K WITH CEO Establishing new entities AUTHORISED JOINTLY WITH CLRO JOINTLY WITH CEO Commencing legal proceedings AUTHORISED AUTHORISED AUTHORISED Settlement of law suits, proceedings and claims UP TO $250K UP TO $100K Initiating/renewing/modifying Hold Harmless clauses 12 BOARD ONLY Insurance policy wording (non-workers compensation) AUTHORISED AUTHORISED AUTHORISED WITH CLRO AUTHORISED Insurance premiums (non-workers compensation) UP TO $250K UP TO $100K UP TO $100K UP TO $50K (INCOME PROTECTION & MEDICAL) Workers Compensation policy renewals/changes and premium payments AUTHORISED AUTHORISED AUTHORISED AUTHORISED General Approval of material company policies AUTHORISED Mergers, acquisitions, divestitures AUTHORISED Notes: All values stated are based on total cost of commitment over contract life, unless otherwise stated. All delegated authority limits must be read in conjunction with any other applicable CMG Policies, including but not limited to those stated below or elsewhere in this Policy. 1 Refer also Sponsorship Policy and CMG Code of Conduct and Values. All donations need to be to a registered charity, non-governmental, receipt provided. 2 Refer also Sponsorship Policy and CMG Code of Conduct and Values. Agreements also subject to review and approval by Legal Department in accordance with Contract Policy. 3 Refer also Media Policy. 4 Based on expected annual gross margin. All non-cmg Agreements or variations to CMG standard terms subject to review and approval by Legal & Risk in accordance with Contract Policy, and must be signed by a CMG Director or Company Secretary. 5 Includes appointment and engagement of contractors and consultants, provided that all such appointments and engagements are subject to Recruitment Policy and may not be for more than 3 months without CEO approval. Appointment and engagement of IT Contractors also subject to CTTO approval. 6 Includes positions arising from transfer or promotion. Position approval to expire after 3 months. applied pro rata for temporary workers. All positions subject to Recruitment Policy. E1/E2 require Board approval. Appointment and engagement of contractors subject to Op-Ex approvals and Recruitment Policy. See note 5. 7 Refer CMG Recruitment Policy. Assessment for selection P&C report ratings: Green = assessment generally supportive 8 On-cycle remuneration increases form part of formal budget approval process and subject to approval by CEO, CFO and Board per budget process.. Amber-Green = profile somewhat unclear and/or requires verification Amber = pros and cons identified that require further exploration and, potentially, management Amber-Red = strong concerns identified requiring careful consideration. Potential performance management issue Red = Major issues identified not outweighed by strengths 9 Includes varying or adding positions covered by the scheme. 10 Document must be based on standard template or otherwise approved by Legal & Risk. 11 Lease also subject to review and approval by Legal & Risk. 12 Refer also Contract Policy. Page 5 of 5