F3 — Financial Approval and Signing Authority Procedures

1. Purpose

1.1

The purpose of these Procedures is to:

1. Support the Financial Approval and Signing Authority Policy (F3) (the “Policy”) and provide information on how to implement the Policy;
2. Define the Financial Approval Authority structure and establish the authority of Signing Officers in accordance with the Policy.

2. Definitions

2.1

All terms used as definitions in these Procedures shall have the same meaning given to them in the Policy.

3. Signing Officers

3.1

The Board Chair has the authority to approve of hiring and to sign an offer letter for the President and Chief Executive Officer of RRC Polytech and to sign the associated Employment Agreement.

3.2

The Board shall approve of major expenditures as set out at section 4.3 of the Policy prior to any Signing Officer affixing their signature to an Agreement.

3.3

Subject to section 3.1, the President and Vice-President Finance and Administration have the authority to Sign all Agreements, including Standard or Non-Standard Agreements.

3.4

All additional Signing Officers have the Financial Approval and Signing Authority as set out in Section 4 of these Procedures for their Portfolio. If the authority to sign any particular Agreement in question is not within a given Portfolio, it may be Signed by the President or Vice-President, Finance and Administration.

3.5

In addition, the following positions are designated as Signing Officers for the stated purposes only:

1. Human Resources Consultants for the purposes of issuing Letters of Offer of Employment, General Overriding Agreements and the associated Notices of Assignments;
2. Procurement Officers for the purposes of issuing or signing Purchase Orders;
3. Authorized holders of an RRC Polytech corporate credit card for the sole purpose of using such a card.

4. Financial Approval Authority

4.1

Individuals with Financial Approval Authority for a Portfolio or a portion of a Portfolio, such as a given Budget Centre, Project, Division, Department or Program, are considered Signing Officers and may approve financial commitments and sign contracts, including non-monetary contracts, for their Portfolio or portion of a Portfolio up to the financial authority limits defined by position as follows, subject always to obtaining Board Approvals and other Approvals where required under the Policy and this Procedure:

4.2

Values are listed on a per-Agreement basis, not an annual or other basis. Signing Officers shall not enter into multiple Agreements for the purpose of avoiding this restriction.

4.3

Where an Agreement relates to multiple units, the Signing Officer must have authority over all the units impacted. For example, an Agreement impacting multiple units should be signed by the applicable Department Director rather than a Manager. The exception to this general rule is when the agreement covering multiple units is a Standard Work Integrated Learning Agreement referred to in paragraph 7.1, in which case, the Agreement may be signed by any Chair with authority over a program whose students are participating in the work integrated learning.

4.4

Where the value of an Agreement cannot be determined, the Signing Officer shall revert to the President or the Vice-President, Finance and Administration, or any other Executive with authority over the Portfolio as per section 3.0.

5. One Over One Approvals

5.1

Each Signing Officer shall act in good faith and in the best interests of RRC Polytech and shall not approve a Financial Commitment or Sign any Agreement whereby in doing so that Signing Officer is placed in a conflict of interest or would give the appearance of being so.

5.2

One-over-one approval is a control operation that is required in order to provide assurance that the expenditure is appropriate and is required for Institutional operations whereby the person to whom a Signing Officer reports must approve and sign for items where there would otherwise be a conflict including without limitation:

1. a payment for which the Signing Officer is the recipient or they may receive or be perceived as receiving a personal benefit. For example, expense reimbursement claims (travel or other), corporate credit card statements, payment requests to family members or relatives and professional development transactions all require approval from a one-over-one approver.
2. requests for goods or services to be used directly by the Signing Officer. A signing officer should not approve their own purchase requests.

6. General Principles for Approving Financial Commitments and Signing Agreements

6.1

All Agreements entered into by RRC Polytech must be in writing and shall be signed by a single authorized Signing Officer. Agreements do not need a second signature in order to be duly authorized by RRC Polytech.

6.2

Signing Officers are authorized to sign Agreements and to bind RRC Polytech to the terms thereof based upon the dollar amounts (in Canadian funds, inclusive of taxes) as set in Section 4.0 of these Procedures.

6.3

Where an Agreement is an amendment, extension or renewal of a previously executed Agreement, it should still be processed in the same manner as the original Agreement and in accordance with the Signing Policy and these Procedures using the total value of the Agreement. For example, in a situation where an amendment is valued at $55,000, if the amendment increases total value of the Agreement from $95,000 to $150,000.00, the designated Signing Officer will be the Position designated to sign a contract valued at $150,000, i.e. the total contract value.

6.4

Unless otherwise specified, signing authority is granted to a position as opposed to a specific individual.

6.5

All Agreements must be entered into in the correct legal name of RRC Polytech, which is “Red River College Polytechnic”. The Board of Governors (The Board), schools, departments, units, and individual employees should not be named directly as a party to the Agreement.

6.6

Before Signing an Agreement, the Signing Officer must be satisfied as to the following matters:

1. the business terms of the Agreement have been reviewed and are acceptable;
2. RRC Polytech is able to meet its obligations (including financial obligations) under the Agreement and that the other party(ies) is/are also reasonably likely to meet their obligations;
3. the Agreement complies with all applicable legislation and collective agreements;
4. the Agreement complies with all RRC Polytech Policies and Procedures, including but not limited to:
   1. M1 – Purchasing policy;
   2. P3 – Conflict of Interest policy;
   3. G2 – Meals, Travel and Entertainment policy
   4. Corporate Credit Card Guidelines and Procedures
5. the Agreement does not conflict with any existing contractual obligations;
6. all approvals required by RRC Polytech Policies or Procedures have been obtained, including approval by the Board, if required;
7. benefits to, or liabilities of, RRC Polytech as a result of the Agreement have been considered and are reasonable;
8. the risks and liabilities arising from the Agreement have been mitigated to a reasonable degree;
9. where required by this Procedure, that a legal review has been obtained and that the legal issues have been resolved in a manner acceptable to the Legal and Compliance Department;
10. where the Agreement is a Standard Agreement, it has been completed only by the addition of the specific information requested in the document, and not by the addition or exclusion of any other information whatsoever;
11. intellectual property interests, proprietary to RRC Polytech, are appropriately protected in terms that confirm with RRC Polytech’s Policies and Procedures, collective agreements and existing legal obligations; and
12. where the collection, use and/or disclosure of personal and/or personal health information is involved, the Legal and Compliance Department has been consulted.
13. where an agreement is with an individual, Human Resources has been consulted and would confirm that the agreement is not considered an employee relationship.

6.7

The President and any Executive of RRC Polytech has the power to restrict, in writing, the signing authority of any Signing Officer within their reporting unit(s), at any time and without cause.

7. Legal Review Required for Agreements

7.1

The following types of Agreements are considered Standard Agreements and may be signed by the appropriate Signing Officer, as identified in Section 4 above, without further legal review so long as they are completed in accordance with any instructions provided by the Legal and Compliance department and require no changes to the approved standard RRC Polytech template terms and they comply with any other applicable RRC Polytech Policies, Procedures, or Policy Class Approvals;

1. Monetary
   1. Speaker Agreements under $10,000
   2. Provision of Training Agreements under $50,000
   3. Provision of Research Services Agreements under $25,000
   4. Location Agreements under $25,000
   5. Provision of Services under $25,000
2. Non-Monetary
   1. Research Non-Disclosure Agreements
   2. Unpaid Work Integrated Learning Agreements (Unpaid WIL Agreements)
   3. Student Confidentiality Agreements
   4. Student Waivers
   5. Entrepreneur in Residence Agreements

7.2

The following types of Agreements, although Non-Standard, are considered low risk and may be signed without review by the Legal and Compliance Department as long as they comply with any other applicable RRC Polytech Policies, Procedures, or Policy Class Approvals:

1. Agreements made on the basis of Standard Purchase Order Terms and Conditions for Goods or Standard Purchase Order Terms and Conditions for services may be entered into by authorized Procurement Services employees so long as there are no changes to the Standard PO terms;
2. Construction Contract Change Orders;
3. Agreements for the rental of hotel rooms, conference rooms, meeting space and catering, for the purpose of a meeting, banquet or conference, where the total value is less than $50,000;
4. Agreements for the purchase of books, journal subscriptions, or other print publications, audio or video recordings for the Libraries, where the total value is less than $50,000;
5. Agreements for licensing electronic resources for the Libraries, including books, journals and other publications, where the total value is less than $50,000;
6. Agreements for RRC Polytech’s purchase of advertising by the Director, Marketing and Web Presence (e.g. billboard advertising, advertisements in print, radio, etc.);
7. Amending Agreements solely for the extension of the term of the Agreement and a corresponding increase in the total value of the Agreement;
8. Letters of Offer of Employment.

7.3

All other Agreements must be reviewed by the Legal and Compliance department prior to Signing and may be submitted to the Legal and Compliance Department through established legal intake processes.

7.4

Notwithstanding anything else in these Procedures, where a Signing Officer, acting reasonably, determines that any Agreement meets one or more of the following criteria, it must be reviewed by the Legal and Compliance Department, and the General Counsel may refer the Agreement to the President or appropriate Executive, for Signing:

1. the Agreement is of particular importance;
2. the Agreement presents an unusually high risk;
3. the Agreement could bring RRC Polytech under public scrutiny;
4. the Agreement could affect the reputation of RRC Polytech or involves controversial matters; or
5. the Agreement involves atypical collection, use or disclosure of personal and/or personal health information as defined in The Freedom of Information and Protection of Privacy Act and The Personal Health Information Act.

7.5

A Signing Officer may refer an Agreement to the Legal and Compliance Department for review to obtain advice and guidance at any time including where the Agreement does not require legal review. Such a review request should be initiated through established intake processes.

7.6

If the Legal and Compliance Department does not endorse an Agreement it has reviewed, the Agreement may only be Signed with the consent of the President or appropriate Executive with decision-making authority over a Portfolio.

7.7

The review done by the Legal and Compliance Department is from a legal perspective only and does not include an assessment of the business case underlying the Agreement. The Signing Officer is responsible for ensuring that the Agreement fits within the business and operational requirements and that it complies with any other applicable RRC Polytech Policies, Procedures, or Policy Class Approvals.

8. Contract Log

8.1

Legal and Compliance will maintain a record of all contracts entered into by RRC Polytech (other than those as set out below) in the Contract Log.

8.2

Signing Officers must provide any Agreement signed in ink to the Legal and Compliance Department where it will be placed in the Contract Log. Agreements that are signed using RRC Polytech’s approved digital technology, currently DocuSign, will be added to the Contract Log by Legal and Compliance.

8.3

If an Agreement is signed through “clickwrap” or “click to accept” the Signing Officer must notify Legal and Compliance when terms are accepted, provide a copy of all terms and conditions, and a written acknowledgment by the Signing Officer that the Signing Officer has accepted or authorized the Agreement.

8.4

Certain types of executed Agreements do not need to be provided to the Legal and Compliance Department for placement in the Contract Log, but must be maintained locally, in accordance with the applicable records authority schedule, or forwarded to another central office. These agreements include:

1. Unionized Employee Hiring Documents need not be forwarded to the Legal and Compliance Department but complete records shall be maintained by Human Resources; and
2. Purchase Order Standard Terms need not be forwarded to the Legal and Compliance Department but complete records shall be maintained by the Procurement Department.
3. Corporate Credit Card – Card Holder agreements need not be forwarded to the Legal and Compliance department but complete records shall be maintained by the Finance and Administration Department.

9. Policy Class Approvals

9.1

Signing Officers must ensure that the following Policy Class Approvals have been obtained prior to Signing an Agreement that include the following:

10. Review of Policy and Procedures

10.1

The Legal and Compliance Department is responsible for advising the Vice-President, Finance and Administration that a formal review of this Procedure is required in accordance with the schedule set out in the Policy.

10.2

RRC Polytech’s Comptroller and General Counsel are jointly responsible for the implementation, administration and review of this Procedure.

10.3

All RRC Polytech employees are responsible for complying with this Procedure.