Delegation of Authority Principles Contracts and Commitments Policy Page 1 of 6 The Company has established an comprised of corporate senior to provide oversight for significant business decisions. Each business unit also has a comprised of business unit leaders as well as selected corporate senior. In addition to the matters specifically addressed in the related policies noted at the end of this document, the following table illustrates the various levels of authority provided to the business unit CEO s, the business unit s, and the Company s. These same considerations apply to any decision to renew, extend, purchase or exercise any other form of optional right. The approval of the initial transaction does not cover any subsequent decisions to renew, extend, purchase or exercise any other form of option. For all matters reserved to the president & CEO, whether ordinary course or non-ordinary course, the president & CEO may delegate authority in accordance with an internal table of authority to be reviewed with the Management Board. transactions 1 : Manage and conduct the affairs of the business in the ordinary course of business Decide all matters and take all actions not reserved to or to be taken or approved by the or not otherwise dealt with in this document To negotiate and enter into ordinary course transactions not requiring approval by the The annual budget, including capital expenditure plan and business plans, subject to annual plan approval process as communicated by corporate Financial Planning and Analysis The appointment of members of the executive team for the business unit and any key units within the business unit With respect to a detailed review of individual CapEx projects 1 Any normal course business unit practices or policies which conflict with the foregoing would be reviewed with the. Once approved, only material changes to these practices or policies which could work to the disadvantage of the business would require review, thereafter. 1
transactions (continued) 1 : Capital expenditures or disposals, lease arrangements, licenses and maintenance commitments for real property, equipment and software (refer to the Capital Expenditure policy) Loans and advances in which the Company is the creditor A new business outside the normal scope or significant projects (i.e., development projects for a new product, service or process or significant improvement of an existing product, service or process) The engagement of consultants or attorneys (aggregate annual expense per matter or group of similar matters) < USD 1 < USD 1 The engagement of investment bankers or outside accountants for other than tax or year-end audit related activities Restructuring or downsizing Mergers, joint ventures, acquisitions or creation of any security interest (refer to Acquisitions, s and Strategic Transactions policy) Divestitures (refer to Acquisitions, s and Strategic Transactions policy) Any change in corporate structure other than the liquidation or dissolution of thinly capitalized subsidiaries or the creation of thinly capitalized subsidiaries with a capital with the approval of Tax All guarantees or indemnities of third parties Agreements or commitments 2 : Involving the granting of licenses for any trademark, software or other intellectual property Contracts and Commitments Policy Page 2 of 6 Inform business unit in advance Inform business unit in advance where costs are likely to exceed $50,000 Inform business unit in advance > USD 1 1 Any normal course business unit practices or policies which conflict with the foregoing would be reviewed with the. Once approved, only material changes to these practices or policies which could work to the disadvantage of the business would require review, thereafter. 2
Page 3 of 6 Agreements or commitments (continued) 2 : Under which we are the supplier of products or services, franchisor or licensor and our damages exposure is not capped at the amount of fees we receive and which does not exclude all damages other than direct damages, for matters other than (i) gross negligence, (ii) willful misconduct, (iii) fraud Containing exclusivity clauses or restrictive covenants with respect to: covenants requiring that the Company purchase products or services exclusively from one source, or refrain from purchasing from others covenants requiring that the Company shall not operate within a specific territory or market granting an exclusive right, privilege or territory by the Company to any enterprise granting most favored customer or most favored nations For outsourcing of services critical to the enterprise With a dispute resolution mechanism other than the U.S. courts or local courts for Canada and the Western European countries or the approved dispute resolution mechanisms for jurisdictions outside these countries Entered into by a business unit that would be binding upon an affiliate which is not part of that business unit, which affiliate has not approved of the arrangement Entered into by a business unit that would be binding upon an affiliate which is not part of that business unit and which have approved of the arrangement 3
Page 4 of 6 Agreements or commitments (continued) 2 : Which is a contract for employment (including retention or other similar agreements) which are in excess of standard severance or more than 50% of the individual s salary Which involves increases in excess of USD 1 annually for employee benefits acquired from third parties To acquire goods and services in a manner which does not comply with the Procurement and Sourcing policy With or comprising a commitment made to a government agency, agent or representative or political party official, agent or representative, other than normal course EEOC agreements Involving a banking account or arrangement, loan, creation of indebtedness or security interest, financing agreement, line of credit, letter of credit, financial investment or hedge, the obtaining of corporate merchant ID numbers used for processing credit card receipts, relationships with a financial institutions (commercial/investment banks, insurance companies/brokers when acting as lenders, third-party financial service providers) not managed and controlled solely by Treasury Comprising a contract for insurance or bonding not obtained through the Treasury Department or Insurance Dept. Lawsuit settlements with current or former employees, job applicants and employment regulatory bodies, such as the EEOC (in excess of the threshold approved by the for CEO approval) which could establish in the minds of employees a precedent which could be harmful to the business unit Lawsuit Settlement Offers or Releases which would result in a limitation of future business conduct or the waiver of any material rights or providing for uninsured settlement payments (tax settlements ) 4
Page 5 of 6 Agreements or commitments (continued) 2 : All others with a term in excess of 1 year and cumulative payments in excess of USD 1 which for CMW shall be based upon Gross Profits and for Supplier Contracts in excess of the levels approved by the BU Management Board for the respective Unit Roles and responsibilities Executives, Supervisors and Employees: Consult the Legal Department regarding all matters related to contracts and commitments Not make binding commitments, whether written or oral, without proper authorization as indicated in the Key Company Policies and those related policies Summarize and present the business case for approval to the Company s Corporate Financial Planning and Analysis: Provide the process for managing business cases brought to the Company s, including any required presentation formats as well as tracking the decisions made Unit Management Boards: Provide the process for managing business cases brought to the business unit s, including any required presentation formats as well as tracking the decisions made Legal Department: Establish and maintain operating procedures for obtaining Legal Department review of proposed arrangements falling into the scope of this policy Related policies Antitrust and Competitive Practices policy Acquisitions, s and Strategic Transactions policy Conduct and Ethics policy Capital Expenditures policy Cash Management and Treasury Services policy Counsel in Legal Matters policy Procurement and Sourcing policy 5
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