1. Who can approve expenses? Who can sign contracts on behalf of CBC/Radio-Canada? January 2009

2. 2 The difference between Delegation of Financial Authorities and Delegation of Signing Authority  Delegation of Financial Authorities designates the individuals who have spending authority within an approved budget.  Delegation of Signing Authority designates the individuals who are authorized to sign a contract on CBC/Radio-Canada’s behalf. (“contract” = any document that legally binds CBC/Radio- Canada; e.g., undertaking, agreement, purchase order, corporate document).

3. 3 Financial Authority and Delegation (DFA)  Financial Authority: - Determines which individuals can exercise spending authority within an approved budget. - Authorizes expenditures of up to $1 million. - Any expenditure exceeding $1 million must be approved by the appropriate VP.  Functional Financial Authority: - Granted only to Finance and Administration staff. -Authorization to conduct financial transactions and make accounting entries.  Delegation: -Permitted to direct reports and only to employees.

4. 4 Objectives of the Delegation of Signing Authority Policy (DSA) 1. Determines who can sign. 2. Determines what signing authority each manager has.

5. 5 Who has signing authority? 1The President and CEO has signing authority for CBC/Radio- Canada : -Corporate By-Laws and Board Resolution: The President’s signing authority is restricted to $4, 5, 10 or 15 million depending on the type of transaction. -DSA Policy: The President may not delegate his signing authority if the value of a contract exceeds $4 million (in the case of real estate) or $5 million (for any other business). -The President can delegate signing authority to any manager up to the financial limits imposed by the Corporate By-Laws and Board Resolution. Above President's financial limits: only the Board of Directors can delegate signing authority. Such delegations are granted outside the context of the DSA policy.

6. 6 Who has signing authority? (cont.) 2First delegation to VPs = automatic (Appendix C) 3Subsequent delegations: By VPs to reports (Appendix D - delegation in writing) 4The latter may in turn delegate to their own reports if so authorized under Appendix C.

7. 7 Signing Authority and Delegation  Two key principles: 1)No one may sign a contract without holding the appropriate signing authority. -Signing authority is granted only in two ways: automatically to VPs as per Appendix C, by field of expertise; in writing, in accordance with the policy, to a direct delegate;

8. 8 Signing Authority and Delegation (cont.)  Two key principles: 1)No one may sign a contract without holding the appropriate signing authority (cont.) -Signing authority may be delegated only in a VP’s direct line of authority (except in rare cases stipulated in the policy). -Signing authority must be exercised in accordance with the General Matrix (Appendix C) and with the delegation, which may include other restrictions.

9. 9 Signing Authority and Delegation (cont.) 2)Two signatures mandatory Individual employee contracts of less than $175K/year; Sale of advertising airtime of less than $5M and for a period of under three years; Rental of premises/facilities for less than $5K; Acquisition of third party content related to programming for less than $5K. -Any contract requires two signatures (from two different components). -Few exceptions as expressly stated in the policy, among which:

10. 10 Specific Conditions for Procurement (Goods & Services) 1.Purchase of goods and/or services of less than $5,000: –May proceed without a Purchase Requisition (“PR”) or Purchase Order (“PO”): invoice only. Approval of invoice by a manager with DFA. –If purchase proceeds with a PR and PO: Approval on the PR by a manager with DFA is required. Supply Management (Buyer) issues the PO.

11. 11 Specific Conditions for Procurement (Goods & Services) 2.* Purchase of services > $50,000 * Purchase of goods with services or with a technology component > $50,000 *Purchase of goods > $500,000: –A contract is mandatory: Invoice or PO not sufficient –The purchase initiative must be approved by the appropriate manager with DFA –The contract must be signed by an appropriate manager with DSA and co-signed by an appropriate Finance and Administration representative with DSA.

12. 12 3.* Purchase of services only > $5,000 and $5,000 and $5,000 and < $500,000: –May proceed with a PR and a PO If the manager who approves the PR has both DFA and DSA: –Manager with DFA and DSA approves the PR –The purchaser signing the PO must have DSA If the manager who approves the PR has DFA only: –Manager with DFA approves the PR –Manager with DSA approves the PO –The purchaser signing the PO must have DSA –May proceed by contract The purchase initiative must be approved by the appropriate manager with DFA The contract must be signed by a manager with DSA and co-signed by a Finance and Administration representative with DSA Specific Conditions for Procurement (Goods & Services)

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14. 14 Human Resources Hiring staff (permanent, contractual, temporary and casual) or individual talent under the jurisdiction of a collective agreement (including promotions) –Delegation of signing authority required (G.8) –If remuneration ≥ $175K, signature of VP is required Agreement for all the Add-Rem to an employee –Delegation of signing authority required (G.9) –Person authorized to sign depends on the amount of the Add-Rem and the amount of total remuneration Agreement with personnel services corporations –Delegation of signing authority required (G.10)

15. 15 Other Key Points  Renewal options to be included in the calculation of contract value.  Every contract must be approved by the Law Department or drawn up according to a standard format that has been approved by the Law Department within the past five (5) years.  No one may sign a contract that would result in personal benefit or benefit to his/her delegator.  The policy applies to all CBC/Radio-Canada employees.  Finance and Administration keeps signed copies of all delegation forms, for better control over who can sign what.

16. 16 Conclusion All contracts, regardless of their value, require two DSA signatures and the prior approval of someone with DFA (if monetary value) (exceptions are expressly stated in the policy). There are specific conditions for purchase of goods and services (Procurement, category F of the DSA Matrix): – $5,000 or less: Requires DFA only. – $5,000 or more: Requires DFA for prior approval of the expenditure. Requires DSA to sign and co-sign the contract or purchase order.

17. 17 Conclusion More than $4 or 5 million depending on transaction type: Requires approval of the President or the Board of Directors. Check which contract categories and amounts you are authorized to sign for (delegation form). Make sure you have the required delegations if you hire staff, authorize additional remuneration or make an agreement with a personnel services corporation.