McGill University is committed to the sound and consistent administration and stewardship of resources and assets for which the University is directly responsible and for those under its custodianship. To that end, the Policy on the Approval of Contracts and Designation of Signing Authority (the "Signing Policy") establishes a consistent University-wide framework of contract signing authority and delegation of that authority where appropriate. A key element of the University's internal control environment, the Signing Policy ensures that risk management processes are in place to support effective and informed decision-making, and to provide consistent accountability and reporting throughout the University.
FREQUENTLY ASKED QUESTIONS
|1. What types of contracts fall under the scope of the Policy?
This Policy applies, but is not limited to, all written contracts, sub-contracts, letters of agreement, memoranda of understanding, memoranda of agreement, leases, subscriptions, licenses, donor agreements, deeds, grant applications, grant agreements, certificates, instruments, or any other documents between the University and a third party,* which create an obligation that incurs an expense or generates revenue or which is binding upon the University or any part thereof.
|2. How does the Signing Policy work?
The Policy vests signing authority in designated signing officers and provides for a framework within which signing officers are authorized to delegate their authority while remaining accountable for the exercise of the delegation.
The model provides controls through quarterly reporting on contracts and through clear reporting obligations and requirements for signing officers and their delegates.
3. Who are the designated Signing Officers?
A signing officer is a person to whom authority to approve and sign a contract, on behalf of the University, has been assigned in accordance with this Policy. They are: the President and Vice-Chancellor (“President”), the Provost and Vice-President (Academic), the Vice-President, the Deputy Provost, the Secretary-General, the General Counsel, Associate and Assistant Vice-Presidents, Associate Provosts, the Chief Information Officer, the Chief Investment Officer and Treasurer, Deans, and Executive Directors.
|4. What is under the purview of each Signing Officer?
Signing officers are entitled to authorize contracts required for the stewardship of their respective portfolios up to the threshold listed in the Policy (article 22). Signing officers will authorize contracts based on approved budget allocations, enabling expenses or revenues related to the contract.
|5. What is the significance of Table A and of Table B?
The contract classes indicated in Table A and in Table B are authorized exclusively by the signing officers listed therein (article 26 and 27). An annotated copy of Table A can be accessed here.
Table A and Table B list specialized contracts whose approval and signing are authorized exclusively by the listed signing officers, who have been predetermined based on their expertise.
|6. What can a Signing Officer delegate?
Delegations that are established by signing officers fulfill viable operational needs and are not to be established solely out of convenience.
|7. What are the delegation rules?
Signing officers may delegate authority for approval and/or signing of contracts to employees holding positions they deem appropriate, which are no more than two levels lower than the signing officer’s position according to the University’s organizational hierarchy and not below the level of a Manager - level 3 (M3) or equivalent, provided that each delegation is confirmed in writing and is:
|8. What are the delegation rules when an employee with signing authority is leaving their position?
Unless explicit authorization is granted to a signing officer or to a delegate by a position at a higher level of authority in the direct line of reporting pursuant to a review of any relevant conditions related to signing authority, signing officers and delegates, other than the President and the President's direct reports, unless indicated otherwise by the President, cannot exercise their signing authority following their notice of termination or resignation from the University for one month prior to the end of their contract with the University. In such cases, as established by the Policy, signing authority will automatically be vested with the position at a higher level of authority in the direct line of reporting.
|9. Can authority to sign a contract be sub-delegated?
|No. Sub-delegation is not permitted.
|10. What happens in the case of vacations or temporary absences?
A temporary absence is defined as an absence of more than four consecutive business days.
|11. Is there a requirement for second signatures on contracts and grant applications?
All contracts for a value greater than $1 million require a second signature in addition to the signature of the signing officer, which will be obtained based on the requirements of the Procedure for Second Signature Requirements.
All grant applications must be accompanied by the OSR Checklist, which is a tool used by the University to ensure the appropriate validation and approval by the Faculty, of all externally funded research grants and proposed projects agreements. For more information, please see: www.mcgill.ca/research/research/formsandresources. The completion of the OSR Checklist by the Faculty Dean or Associate Dean serves to satisfy the requirement for a second signature on grant applications greater than $1 million.
|12. What do I need to check before signing a contract?
|The Policy requires signing officers and delegates to undertake a process of due diligence before signing a contract (article 40). A review of the checklist found here is also recommended.
|13. When do I need to consult Legal Services?
Unless standard forms of contracts pre-approved for such purposes are used, review by Legal Services is mandatory for any contract of a value above $500 000 or, regardless of the value, in all instances where the contract deals with: personal information, presents a significant level of risk particularly with respect to liability and indemnification provisions, could bring the University under public scrutiny, could affect the reputation of the University, involves controversial matters, involves litigation or settlements or includes unusual legal provisions.
|14. Do I need to get my contract approved by Procurement Services?
Procurement Services has developed a framework of sound operational practices that establishes the rules by which the purchase transactions of its community are measured, including rules for purchase orders over $100,000. Where public tendering procedures have been followed, McGill Procurement Services will ensure compliance. For your review, please consult https://www.mcgill.ca/procurement/buying-mcgill/procurement-directives-and-government-decrees.
|15. What contracts need to be approved by the Board of Governors?
|Contracts valued above $6 million require approval by the Board of Governors or a Board Committee. In addition, contracts that are not described in Table A and Table B of the Policy, and certain governance items, which can be viewed here, require approval by the Board of Governors or a Board Committee. For more information please bonnie.borenstein [at] mcgill.ca (contact the Secretariat.)
|16. What are the reporting requirements?
With the exception of transactions regularly required for financial systems and procedures necessary for the conduct of University operations (article 15), including, but not limited to, purchase requisitions, purchase orders, advances expense reports and sales of goods and services billed by Finance Accounts Receivable, and employment contracts, reporting is required on at least a quarterly basis. The delegate must report to the signing officer:
|17. What are the reporting quarters?
|The reporting quarters are aligned with the University’s fiscal quarters:
|18. What are the annual reporting requirements?
|The Secretary-General, in coordination with the senior administration, will monitor compliance and ensure accountability for this Policy. To that end, the signing officers will submit, on an annual basis, a report to the Secretary-General for purposes of reporting to the Audit and Risk Committee on issues of noncompliance with the Policy.
|19. When is the next review of the Policy?
The Secretary-General, in consultation with the signing officers, will establish a Steering Review Committee for the purpose of reviewing this Policy at least once every five years. The Secretary-General will submit any recommendations for revisions to the Audit and Risk Committee.
|Signing Authority forms
|Template 1: Delegation and Revocation of Signing Authority Form
|Template 2: Quarterly Report on the Exercise of Delegated Authority Form
|Template 3: Notice of Temporary Delegation Form