The policies found on the website of the Secretariat are compulsory rules for the University community. The authoritative copies of the policies are held by the Secretariat and bear the seal of the University. The online version accessible through the website of the Secretariat is available for information purposes only. In case of discrepancy between the online version and the authoritative copy held by the Secretariat, the authoritative copy shall prevail. Please contact the Secretariat for assistance if necessary.
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Established: |
28 October 2025 |
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Revised: |
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Mandatory Review Date: |
One year after Established Date |
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Supersedes: |
Procedure 1; Procedure 1A; Procedure 6; Procedure 8; Procedure 9; Procedure 25; Procedure 26; Secretariat Guidelines Re Contracts |
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Class: |
G |
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Responsible/Originating Department: |
Secretariat |
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Executive Contact: |
Secretariat |
Related Policies, Guidelines and Procedures:
- Policy 7 – Gift Acceptance
- Policy 9 - Exchange of Teaching Resources and Arrangements for Transferring Teaching Services from or to Affiliated and Federated Colleges, or Other Universities and Colleges
- Policy 10 – Naming Opportunities
- Policy 11- Risk Management
- Policy 15 - Bookings - Use and Reservation of University Facilities for Activities Not Regularly Timetabled
- Policy 17 – Quotations and Tenders
- Policy 22 - Regulations Governing the Installation of Equipment in University Buildings
- Policy 26 – Provision for University Overhead in Sponsored Research Activities (grants, contracts and other research support)
- Policy 27 – Use of Physical Recreation Facilities
- Policy 31 – University Expenses
- Policy 41 – Contract Research at University of Waterloo
- Policy 44 - Research Centres and Institutes
- Policy 49 – Extra-University Activity (Faculty Members)
- Policy 52 – Private Corporations
- Policy 69 – Conflict of Interest
- Policy 73 – Intellectual Property Rights
Signing Authority and Approval Policy Register [HTML Version]
Signing Authority and Approval Policy Register [PDF Version]
1. Introduction
1.1 This policy and the signing Authority Register (“Register”) are made in accordance with the University of Waterloo Act, the Board of Governors Bylaw, the Board of Governors Mandate, and the Board of Governors general powers under these instruments to designate or appoint, by resolution, officers or agents of the University as signing officers on behalf of the University.
1.2 A set of signing procedures have historically captured signing delegations made by the Board of Governors. This policy and associated Register subsume and replace all existing signing procedures.
1.3 Sound stewardship of resources and consistent accountability for financial and binding non-monetary transactions align with the vision, mission, and values of the University.
2. Scope
2.1 The policy and Register apply to the University of Waterloo and the University of Waterloo Pension Plan for faculty and staff, for which the University is Sponsor and Administrator.
2.2 The policy and Register apply to all Contracts and arrangements relating to University revenue and Contracts and arrangements that commit the University to expenses, including but not limited to:
2.2.1 Operating and special purpose grant agreements; research funding agreements; research applications, proposals, and licenses; donation agreements; trademark agreements; strategic mandate agreements.
2.2.2 Purchase of goods; purchase of services; purchase orders for goods or services.
2.3 The policy and Register also cover other arrangements:
2.3.1 Agreements, requests, directions, requisitions or instructions in connection with the administration of the University pension plan and benefit plans.
2.3.2 Issuing cheques and other financial instruments on behalf of the University and the completing of any forms necessary for the University to establish financial services arrangements with financial institutions.
2.3.3 Borrowing on behalf of the University from the University’s financial institutions.
2.3.4 Investments of the University of Waterloo funds and investments of the University of Waterloo Pension Plan funds.
2.3.5 Non-monetary agreements relating generally to research or to the operation and development of the University, including but not limited to non-disclosure agreements, material transfer agreements, data transfer agreements, in-kind agreements.
2.4 This policy and Register are in alignment with existing approval processes including Policy 31 – University Expenses.
3. Legal Framework
3.1 University of Waterloo Act, S.O. 1972, c.200
4. Purposes
4.1 To fulfill the Board of Governor’s role and responsibility to approve an overall framework for delegations of spending, signing, and borrowing authorities.
4.2 To designate the positions within the University which carry the authority to sign Contracts and arrangements on behalf of the University.
4.3 To establish a framework within which signing authorities are authorized to delegate their signing authority.
4.4 To establish financial thresholds for signing authorities or their delegates to enter contracts and other agreements that bind the University.
4.5 To outline required steps, diligence, and approval mechanisms prior to the signing of instruments that bind the University.
5. Principles
5.1 Financial stewardship. Adherence to and decision-making under this policy supports the sound stewardship of resources and consistent accountability for financial and non-financial transactions.
5.2 Compliance. Adherence to and decision-making under this policy further the University’s efforts towards an enterprise-wide and centralized compliance management approach.
5.3 Risk Management. This policy builds on the University’s Risk Management program and framework as described in Policy 11 - University Risk Management. Signing on behalf of the University binds the University as a legal entity and to the risks that come with that Contract or arrangement. It is important that authorized signatories understand the risks associated with binding the University.
6. Policy and Register
6.1 The Signing Committee establishes by written resolution the Register, through which limited signing authority is delegated to the persons or entities listed in the Register, and in the circumstances outlined in the Register. The Signing Committee delegates authority to amend the Register as outlined in Section 9 of this policy.
6.2 The Board of Governors retains approval authorization for certain Contracts or arrangements. Where approval authority may be required in between regular Board of Governors meetings, the Board authorizes the Board Executive Committee to act on its behalf.
6.3 The following are Contracts and arrangements requiring Board of Governors approval:
6.3.1 Dollar value of over $10,000,000, except for research-related contracts.
6.3.2 Acquisition or disposal of University lands or buildings.
6.3.3 Debt/External Financing.
6.3.4 Investments and investment service providers as articulated in Board of Governors-approved terms of reference for its standing or subcommittees.
6.3.5 Construction projects as articulated in Board of Governors-approved terms of reference for its standing or subcommittees.
6.3.6 Other contracts or arrangements as articulated in Board of Governors-approved terms of reference for its standing or subcommittees.
6.4 Persons are not authorized to sign any Contract or arrangement that binds the University unless such authority is provided through this policy and the Register.
6.5 Unless otherwise stated, the Register:
6.5.1 Assigns approval authority and signing authority to the listed individual or entity.
6.5.2 Identifies Contracts or arrangements for which additional approval authority is required prior to the signing authority executing the Contract or arrangement.
6.5.3 Sets the number of signatories required for each type of Contract or arrangement.
6.6 A signing authority is the position within the University which carries the authority to sign a Contract or arrangement that binds the University.
6.7 An approval authority is the position or entity within the University’s governance system or management structure that carries the authority to commit the University to certain Contracts or arrangements that bind the University.
6.8 For monetary Contracts and arrangements (including the issuance of purchasing orders and approving expenses), the level of signing authority required shall depend on the dollar amount identified in the Register.
6.9 Dollar amounts for the purposes of identifying the level of signing authority shall include the entire expenditure or revenue over the term of the Contract or arrangement including any options to extend the Contract or arrangement as set out in the documents.
6.10 Where an unanticipated extension or addendum to a Contract or arrangement arises, the authority who signed the original Contract or arrangement should normally sign the extension or addendum. Exceptions include no cost-extensions or addendums or zero-dollar addendums, or otherwise as described in the Register.
6.11 Any Contract or arrangement with material impact (a dollar threshold greater than $100,000) involving an IT Project — projects that involve the acquisition or development of software (including purchases, licenses, and subscriptions (e.g., Software as a Service)) or the acquisition of information technology hardware, or both, including upgrades from one major version to another, and a range of associated activities and services (including planning, scoping, requirements-gathering, installation, development, integration, configuration, and implementation) — must first be approved by the Chief Information Officer.
6.12 All Contracts and arrangements binding the University of Waterloo must be in writing. University personnel are not permitted to enter into verbal or otherwise unwritten Contracts or arrangements that bind the University of Waterloo.
6.13 An individual acting in an interim capacity has the signing authority as outlined in the Register.
7. Delegations for signing of Contracts
7.1 All delegations of signing authorities for the signing of Contracts must be in accordance with this policy and the Register.
7.2 The Register may specify additional criteria or limitations for delegations of certain signing authorities.
7.3 Delegations of signing authority are not permitted for any Contract or arrangement related to banking, investing, or debt unless specified in the Register.
7.4 Where the Register expressly contemplates delegation, such delegation may be permanent (subject to 7.6 below). Where the Register does not expressly contemplate delegation, signing authorities may delegate signing authority to other University employees on a temporary basis within their supervisory hierarchy.
7.5 A temporary delegation of signing authority, as noted in 7.4 above, must have a defined start date and end date and must not generally exceed three (3) months.
7.6 Delegations can be rescinded by a higher authority at any time.
7.7 All delegations of signing authority must be commensurate with job responsibility. Delegations can only be made to an employee with the knowledge, experience, and judgment required to fulfill obligations under the delegation. Delegators must exercise sufficient control to ensure that their responsibilities will be appropriately discharged under the delegation.
7.8 Sub-delegations for Contracts or arrangements with a value of $50,000 or more are prohibited.
7.9 In any delegation or sub-delegation, the following actions are required
- The signing authority and delegate must complete the delegation of signing authority form.
- The signing authority must file a copy of the completed delegation of signing authority form with the Secretariat.
- Once per year, faculties and units will provide a summary of all current authorized signing officers to the Secretariat.
- The Secretariat must receive notice of a signing authority or a delegate’s termination, resignation, or end of contract, from the signing authority or delegate’s manager, supervisor, Chair/Director, Dean, or operational unit lead, as the case may be.
8. Roles and Responsibilities
8.1 Employees who undertake Contract or arrangement negotiations on behalf of the University have responsibilities to:
8.1.1 Be aware of relevant University policies, any required authorizations or internal approvals, and or any documentation required prior to negotiations.
8.1.2 Identify other internal units, faculties, or departments that may be impacted and undertake appropriate internal consultation. This does not mean that additional signatures from those internal units, faculties, or departments are required on Contracts.
8.1.3 Determine whether financial or legal support, review, or advice is required and obtain such support from the appropriate Vice-President, Research, Finance, or Legal and Immigration Services, as the case me be.
8.1.4 Undertake due diligence on the other contractual party/parties.
8.1.5 Flag agreements for a higher administrator that may be of high risk (for example, controversial, subject to public scrutiny).
8.1.6 For an expense payment, the authority must confirm that the expense is a bona fide expense of the University and that the amount is within the approved budget.
8.2 Everyone authorized to sign under this policy and the Register must be satisfied that the terms set out in Section 8.1 have been considered and that all necessary approvals and authorizations have been obtained.
8.3 Everyone authorized to sign under this policy and Register must not exercise their signing authority in circumstances where conflicts of interest exist or could be seen to exist. Signing authorities are expected to inform their immediate supervisor when such circumstances exist and should refer to Policy 69 – Conflict of Interest.
9 Authority to Amend
9.1 The University Secretary or delegate may make editorial amendments to the Register to reflect changes in the titles of positions or other terms provided that:
9.1.1 The change is non-substantive and reflects a change in nomenclature rather than a change in the underlying role or function of a position or term; and
9.1.2 The University Secretary authorizes the change in writing.
9.2 Amendments to the signing authorities outlined in the Register may be made as follows:
9.2.1 For signing authority up to $2,000,000, the President delegates authority to amend the Register to Vice-Presidents with operational responsibility for the category of Contract or arrangement.
9.2.2 For revenue generating contracts or arrangements up to $200,000, Vice-Presidents, or Associate Vice-Presidents, or an Associate Provost, can amend any signing authority in the Register, or otherwise identify a signing authority in line with below.
9.2.3 Any signing authority must be an individual who has senior financial oversight, authority and decision-making responsibilities. This may include but is not limited to the Dean, Chair, School Directors, Directors or Executive Directors, Department Heads, or their designate.
9.2.4 Amendments to the signing authority for Contracts or arrangements that commit the University to expenses below $200,000 must be made in accordance with Finance procedures.
9.3 All delegated authorities and amendments to the Register are reported to and confirmed by the Secretariat. A summary will be reported annually to the Governance & Leadership Committee of the Board of Governors.
9.4 Amendments to the policy are subject to review and approval by the Board of Governors.
10. Review
This Policy and the Register shall be reviewed one year after first approval, and every 5 years thereafter. This policy shall also be reviewed whenever substantive changes are made to the bylaws of the Board of Governors pertaining to officers of the University or the execution of documents.
11. Appendix A – Glossary
Contract: 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, sponsorships, certificates, instruments, or any other document between the University and a third party, which creates an obligation that incurs an expense or generates revenue or which is binding upon the University or any part thereof.