Navitas Limited
ACN 109 613 309
Procedures governing the delegation of authority and authority limits
1. Introduction
1.1 This Procedures Manual sets out the authority limits for entering into contracts,
commitments and appropriating company assets in the course of conducting company
business as well as the requirements for the delegation of those authority limits.
1.2 The policy document governing the delegation of authority and authority limits refers and
should be read in conjunction with this Procedures Manual.
1.3 This Procedures Manual was adopted by the Board of Directors of the Company on 31 July
2007. It was reviewed and amended on 4 August 2008 and 17 March 2009.
1.4 The following definitions apply to this Procedures Manual:
(1) Board means the board of Directors of Navitas Limited;
(2) Company or Navitas means Navitas Limited;
(3) Director means a Director of the Company from time to time;
(4) Entity means either a Division or a Business Unit within the Navitas Group;
(5) Navitas Group means the Company and all wholly owned subsidiaries;
(6) Policy means the related policy governing the delegation of authority and authority
limits; and
(7) Procedures Manual means this document governing the delegation of authority
and authority limits.
2. Objective
2.1 Authorisation limits and their delegations within the Navitas Group help to ensure
consistent good business practice and corporate governance across all divisions of the
Navitas Group thereby aligning objectives and procedures followed as well as safeguarding
company assets.
2.2 The principal objectives of the policy are to establish:
(1) authority limits appropriate to empower management to be able to act effectively
and make key decisions in relation to the Navitas Group;
(2) authority limits for entering into contracts, commitments and appropriating
company assets in the course of conducting company business; and
(3) the requirements for the delegation of those authority limits.
2.3 This document serves as a single point of reference for the Navitas Group's authority limits.
This Procedures Manual and the related Policy do not replace other specific policies in
relation to the procedures to be followed for particular types of activities and should be
read in conjunction with these other policies and procedures.
Navitas Limited
Procedures governing Delegations of Authority - Approved 17 March 2009 Page 2
2.4 The authorisation limits within this Procedures Manual cannot be altered without the
Navitas Managing Director's authorisation. Any authorisation limits applicable to the Navitas
Managing Director may only be altered by the Navitas Board.
2.5 All staff members are expected to understand their authorisation limits, as well as those of
their direct reports, along with related policies, and to exercise a duty of care with respect
to decisions made and commitments and contracts entered into on behalf of the Navitas
Group.
3. Application of the Policy and Procedures
The Policy and related Procedures Manual is applicable to all the employees and contractors
(where applicable) of the Navitas Group.
4. Policy and Procedures Review and Compliance
4.1 The Policy and Procedures Manual custodian is the Company Secretary and Group General
Counsel of Navitas. The custodian is responsible for allocating resources from time to time
to review the efficacy of the Policy and related procedures in the Navitas Group
environment.
4.2 The Policy and Procedures Manual will at minimum be reviewed and re-issued on an annual
basis.
4.3 Compliance with the Policy will be audited periodically as part of the Navitas Group internal
audit plan.
4.4 All employees are required to be aware of and work within their authority limits. Managers
must also ensure their direct reports are acting within the bounds of the Policy. Noncompliance
with the Policy may result in disciplinary action.
5. General Principles
5.1 International Offices
(1) For offices using Pounds Stirling (GBP/ £), Euros (€), Canadian Dollars (CAD) or
American Dollars (USD):
(a) The Australian Dollar amounts reflected in the policy should be considered
to be stated in your local currency, that is AUD 1 = £ 1 = USD 1
(2) For international offices where 5.1 (1) does not apply:
(a) Transactions should be translated into Australian Dollars on the day of
authorisation in order to ascertain the appropriate authorisation level in the
policy that is applicable.
5.2 An individual may not act as if they had authority where they have no authority or where a
transaction exceeds the individual's level of authority.
5.3 Where an individual's authority limit is exceeded by a single transaction escalation to the
next level is to occur. In certain circumstances, such as large and/or unusual transactions,
proper execution may require the approval of more than one company officer.
5.4 Delegations are attached to the position occupied not to the occupant of the position. The
responsibilities of a position appear in a role description appropriate to the position.
5.5 There are 4 levels of delegation starting with the Navitas Board. Following the Board, the
Managing Director of Navitas has the greatest authority followed by Levels 1, 2 and 3.
5.6 The Navitas Managing Director will review the assigned delegation levels on an annual
basis.
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Procedures governing Delegations of Authority - Approved 17 March 2009 Page 3
5.7 Sub-delegation
(1) Where an individual has been appointed into a position temporarily, that is in an
"acting" capacity, the delegation levels applicable to the position in which the
individual is acting will automatically be sub-delegated to that individual as
authority resides in the position.
(2) Sub-delegation on a temporary basis is appropriate in circumstances where the
individual normally responsible is absent for a period of less than four weeks.
(3) Sub-delegation requires written authority from either the individual with the power
being delegated or from an individual holding a position senior to that of the person
whose authority is to be sub-delegated.
(4) Delegation authority cannot be sub-delegated to contractors or temporary staff
members.
(5) A delegate who sub-delegates authority remains responsible and accountable for
any decisions or actions taken by the delegate.
5.8 Practices that undermine the intention of the Policy are expressly prohibited. Such practices
include:
(1) Splitting large orders into smaller parts to over ride authorisation limits;
(2) Entering a purchase order for either goods or services that is knowingly insufficient
for completion of the work required or goods ordered;
(3) A delegate's power cannot be exercised where the individual with the power of
delegation has a real and/or perceived conflict of interest.
5.9 Where goods or services are to be purchased for more than one member of the Navitas
Group (that is a purchase across the group), it is the total cost of the purchase for the
whole group that is to be authorised. This principle of aggregation should be applied
whenever a single purchase forms part of a greater contract or purchase.
6. Related Party Transactions and Conflict of Interest
6.1 All transactions entered into on behalf of the Navitas Group must be at arm's length.
6.2 Where a transaction is to take place between two entities within the Navitas Group both
entities are to treat each other as though they were external to the Navitas Group.
6.3 Care should be taken where contracting parties are, or could be seen to be related to the
contracting individual. In such instances, conflict of interest issues must be brought to the
attention of the individual's manager who should document the details of the relationship
and the action decided to be taken to avoid actual or perceived conflict of interest.
6.4 Where any doubt as to conflict of interest exists, authority for approval of the transaction
should be escalated to the next authority level.
7. Strategic Management
7.1 All activities relating to the strategy and plans for the Navitas Group and accordingly the
overall management of the Navitas Group as a whole.
Navitas Limited
Procedures governing Delegations of Authority - Approved 17 March 2009 Page 4
7.2 Incorporating business development and acquisitions.
Activity Authority to be delegated by
| Activity | Authority to be delegated by |
| 7.3 Strategic Plan, Goals and Objectives (1) Navitas Group as a whole |
Navitas Board Managing Director Level 1 |
| 7.4 Governance | Navitas Board |
| 7.5 Administration (1) Authorise significant administrative |
Managing Director |
| 7.6 Agreements and Contracts (1) Contracts |
Refer paragraph 9 Navitas Board |
| 7.7 Policies (1) Navitas Group wide policies related (a) Treasury (2) All other Navitas Group Policies (3) Divisional policies which do not (4) Policies which do not override |
Navitas Board
Managing Director
Level 2 or Level 3 in Entities |
| 7.8 Regulations (1) Establishment and/or amendment |
Level 1 of respective Entity |
| 7.9 Sponsorships, Donations and Prizes (not including scholarships) |
Refer Donations Policy |
8. Investments
8.1 All activities not listed under any other classification within this Procedures Manual which
results in either a long term or a short-term investment for the Navitas Group.
Activity Authority to be delegated
| Activity | Authority to be delegate by |
| 8.2 Business development, acquisitions and disposals (1) Approve the purchase of businesses (2) Approve all Business Development |
Navitas Board
Navitas Board |
| 8.3 Purchase of Shares, stocks and/or bonds (1) Where holding will be less than 20% (2) Where holding will be greater than |
Refer point 16.10 on capital
Refer point 7.2 on business |
| 8.4 Investment into fixed deposit and other cash related products. |
Refer Treasury Policy |
9. Contracts
9.1 All activities relating to negotiation, execution and ongoing management of contracts and
agreements including heads of agreements and memoranda of understanding but not
including contracts related to agency temporary staff.
9.2 To assess the appropriate delegation level to approve a contract, the following will need to
be considered and submitted in a business case supporting the contract application:
(1) The risk that the contract will deliver to the Navitas Group
(2) The value of the contract
(3) The contract term
9.3 Risk
(1) To be assessed as either High, Medium or Low using the considerations included in
the following table as well as any other factors that may be known at the time of
entering into the contract that may affect the risk level of the Navitas Group as a
result of entering into the contract:
| Low Risk - all of the following considerations must be met |
Medium Risk - all of the following considerations must be met |
High Risk |
| • Contract is not of strategic significance to the Navitas Group. • The contractor has a sound • The contractor is licensed • The contractor is not • The contract is of such a • The contract will not be • Entering into the contract • The contractor has • The contract value is less • The contract term is less • And/or the contractor is an • For university, college or |
• Does not meet the criteria for low risk; and/or • References provided by the • The contractor has a sound • The contract is of such a • The contractor has • The contract value is less • The contract term is less |
• Does not meet the criteria for low or medium risk; and/or • Either the contractor or the • The contract is |
9.4 Contract Value
(1) Calculated as the value of the contract considering all payments to be made
(including contingent payments).
9.5 Contract Term
(1) Term of the contract from the date of commencement as stated in the contract until
the contract termination date.
(2) Where incentives to extend the contract beyond the termination date are as such
that extension is likely to take place, the extended term should be included in the
consideration of the contract term.
9.6 Contract Submission
(1) All contracts are to be attached to a completed Navitas Contract Cover Sheet
(contained in Appendix 2) prior to execution.
9.7 Contract Execution
(1) All contracts of
(a) Low risk are to be executed by one signatory of the designated level
indicated below.
(b) Medium risk are to be executed by the designated authority level with the
Company Secretary.
(c) Any risk where the Navitas Managing Director is the delegated authority are
to be executed by the Navitas Managing Director together with the
Company Secretary.
(2) All contracts assessed to be Medium or High risk are to be entered into the Navitas
Group Contract Register.
(3) All contracts assessed to be Low risk are to be entered into the Entity's Contract
Register.
(4) All contracts to be authorised by the Navitas Managing Director or the Navitas
Board of Directors are to be reviewed by the Navitas General Counsel.
9.8 Navitas Group Contracts
(1) Where a contract is to be for more than one Entity within the Navitas Group, the
lowest level of authority is Level 1 at Corporate Office.
Activity
| Activity | Authority to be delegated by |
| 9.9 University or College Contracts (1) Risk assessed to be: (a) Low |
Level 1 |
| 9.10 Government Contracts (1) Risk assessed to be: (a) Low |
Level 1 |
| 9.11 Customer Sales Contracts (1) Risk assessed to be: (a) Low |
Level 1 Managing Director Navitas Board As per capital expenditure authorisation - refer point 16.10 |
| 9.13 Insurance (1) Enter into contracts as well as renew and (a) Related to loss of property due to fire |
Level 1
As per standard operating Managing Director |
| 9.14 Company Seal (1) Affix the company seal onto specified |
Company Secretary |
| 9.15 Treasury related contracts | Refer Treasury Policy |
| 9.16 Other contracts not included above. (1) Risk assessed to be: (a) Low |
Level 1 |
| 9.17 Transactions arising out of the contract once executed including purchase orders and payment of invoices where the transaction is: (1) Prescribed in the contract and no computation |
No further purchase |
10. Human Resources
10.1 All activities relating to the administration of all personnel within the Navitas Group.
10.2 The Human Resources Manager is to be consulted on all Human Resource related activities
listed below in addition to any authorisation required.
10.3 Where the staff member in question is a level equal to or higher than the level with
authorised delegation then the authorisation
| Activity | Authority to be delegated by |
| 10.4 Appointment of staff (including contractors) including advertising of the position, signing of employment contracts and negotiation of terms. (1) Replacements within three months of (a) At same or less gross annual (2) New positions (a) Detailed in Rolling Plan 4 (3) Confirm appointment following |
Level of appointment plus 1 Level of appointment plus 2
Level of appointment plus 2 Level 1 Level of appointment plus 1
|
| 10.5 Termination of staff (1) Confirm resignations and (2) Approve redundancy (a) Detailed in RP4 and (3) Approve dismissals (4) Approve termination during |
Level of terminating staff member plus 1 Level of terminating staff Level 1 Level of terminating staff Level of terminating staff |
| 10.6 Employment Contract Changes (1) Changes to terms unrelated to (2) Secondments and/or internal (3) Temporary changes in relation to |
Level of applicable staff member plus 1 Level of applicable staff member Level of applicable staff member |
| 10.7 Salary packaging approval including authorisation of novated lease agreements. |
Level of staff member plus 1 |
| 10.8 Approval of leave of absence (1) In relation to (a) illness, (2) Leave without pay (3) Long service leave (4) Purchased Leave (5) Maternity and Paternity leave (6) Study leave (7) Time off in lieu (TOIL) (8) Conference leave (9) In relation to (a) Emergency services duties; |
Level of applicable staff member plus 1 |
| Attachment | Size |
|---|---|
| Delegations Procedures.pdf | 210.41 KB |
| Policy governing the delegation of authority and authority limits.pdf | 67.85 KB |
