Policy:Delegation of authority policy

Purpose

To define the policy for the further delegation of the finance and spending authority granted to the Executive Director by the Board of Trustees to officers of WMF.

Overview

Financial Delegations of Authority are the mechanisms by which the WMF enables officers of the Foundation to commit funds on behalf of WMF. Delegations provide formal authority to an officer to financially and legally commit WMF and/or incur liabilities for WMF.

Scope

This policy covers all staff of WMF. The specific levels of authority for C-Level will be set forth in the Schedule of Financial Delegations of Authority which sets forth the position of the officers and the applicable financial and spending authority applicable to that level. C-Level officers may further delegate to their direct reports, subject to this policy.

Policy

• This Delegations of Authority Policy is contingent upon the continued validity Resolution of the Board of Trustees dated July 11, 2012.
• The Financial Delegations of Authority is determined based upon the staff member’s level and may be revoked at any time.
• The Schedule of Financial Delegations of Authority will be submitted to the Executive Director annually for confirmation and may be amended at any time by the Executive Director.
• Finance will maintain an up-to-date register of delegates for the purpose of verification of expenditure authority.

AUTHORITY

• A delegation may not be made unless it is detailed in the finance register.
• All delegations relate to the delegate’s position, not to the individual in that position.
• A delegation of authority under this policy can be wholly or partially withdrawn or restricted (either permanently or temporarily) at any time by the Executive Director or Chief of Finance and Administration.
• No delegations may be made to non-staff members.
• A delegate’s manager may exercise the same level of authority as the delegate (that is to say, levels of authority are hierarchical through relevant lines of responsibility).
• Notwithstanding these delegations, delegates should keep their managers informed of significant initiatives and projects, even if the cost of those initiatives and projects are below the delegated amount.

TRANSACTIONS

• A delegate may take an action or sign any document (subject to the necessary legal and finance approvals) necessary to give effect to a transaction they have authorised under their delegation.
• Any delegation to incur expenditure must be exercised within the limits of the relevant approved budget.
• A delegate can only exercise authority with respect to the total transaction value, which includes related and integrated transactions.
• If there is any increase in the cost of a transaction, then:

• the delegate who approved the original transaction must approve that variation; or
• if the sum of the variation and the original cost of the transaction exceed the delegate’s limit of authority for that type of transaction, a delegate with the appropriate level of authority must approve that variation.

• All contracts must be processed in accordance with the contract review and approval process.

OWN EXPENDITURES

• Delegates must not approve the incurring of, or the reimbursement of, their own expenditures or advances even if it falls within their delegation limit. Such expenditure must be approved by that person’s immediate manager.

COMPLIANCE AND BREACHES

• WMF may commence applicable disciplinary procedures if a person to whom this policy applies breaches this policy.

Schedule of Financial Delegations Authority

DATED AND EFFECTIVE AS OF JULY 12, 2012

Position	Delegation Level (Per Transaction)
Deputy Director or other delegate named by the Executive Director	In the event of a documented absence of the Executive Director and notice via email of express delegation, all authority of the Executive Director.
Vice President of Engineering and Product Development	General Spending & Contractual Authority up to $100,000 USD.
Chief of Finance & Administration (CFA)	All authority granted by the Board of Trustees. General Spending & Contractual Authority up to $50,000 USD. Authority to transfer funds and manage the accounts for payroll and accounts payable up to $1,000,000.
General Counsel	General Spending & Contractual Authority up to $50,000 USD. Authorization to settle lawsuits up to $100,000 USD.
Chief Global Development Officer	General Spending & Contractual Authority up to $50,000 USD. Grant making authority up to $50,000 USD.
Chief Revenue Office	General Spending & Contractual Authority up to $50,000 USD.
Chief Talent and Culture Officer	General Spending & Contractual Authority up to $50,000 USD.

Sub Delegation of Authority

For C-Level delegation to Director level and Manager level staff.

EFFECTIVE DATE: SEPTEMBER 1, 2012

1. C-Level staff may delegate approval authority and/or purchasing authority to employees only.
2. As a general rule, delegations should be given to only those Directors or Managers with responsibility for a budget, to avoid approvals which might lead to budget over expenditures.
3. All delegations of approval and/or purchasing authority must be sent to the Controller and Chief of Finance and Administration in writing to be recorded in the official log of delegations. The official log of delegations or its equivalent will be published on the office wiki.
4. Until actual written delegations are received and recorded in the log, no one other than the C-Level has authority to approve any spending.
5. C-Level staff may delegate up to $10,000 in authority to Director level staff and up to $5,000 in authority to Manager level staff. On a temporary basis as warranted, a C-Level may delegate their full authority to a Director level staff member with notification to the Controller and Chief of Finance and Administration with the dates of the delegation.
6. No individual with sub-delegation of authority may approve their own travel, expense reports, or credit card expenditures.
7. Nothing in the sub-delegation process creates an exemption for a Director or Manager not to follow the contract approval process or the employee hiring process.
8. Only specific individuals identified by the Vice President of Engineering or the Chief of Finance and Administration may purchase equipment even if the amount is within the sub-delegated spending or approval authority.
9. Any sub-delegations are made under the authority of the Wikimedia Foundation Delegation of Authority Policy and all of its provisions apply to sub-delegations.