ImpediMed Limited (“ImpediMed” or “the Company”) operates under an approved Operating Plan. The Board delegates responsibility for the approval of any operating expense that is approved under the Operating Plan to the CEO and the CEO’s management team.
The Delegation of Authority framework is established to empower employees by providing clarity as to who is authorised to make what decisions for the Company. The intention is to create an easy to understand and readily accessible document to enable performance within the Company.
The Delegation of Authority is a fundamental component of risk management and is central to the governance of the Company by providing a framework for decision-making and accountability.
To define authorities delegated from the Board of Directors of ImpediMed Limited to Board committees and to management to make decisions binding the Company.
To clarify powers that are reserved to the full Board of Directors.
To ensure that all personnel understand their authority levels, and know where to go for approval on resource and expenditure decisions.
This procedure applies to all personnel.
Reference and Forms
ImpediMed’s Appendix 4G – Key to Disclosures Corporate Governance Council Principles and Recommendations, issued 25 August 2015
ASX Corporate Governance Principles – Principle 1 – Lay solid foundations for management and oversight
Employee: A full time or part time employee of ImpediMed.
Employment Levels: Each employee has a designated employment level used to define the authority level of their position.
Currency: All currency values in this document are expressed in US dollars, which is the currency in which a majority of the group’s transactions are conducted. When transactions in other currencies are subject to this policy, the values at the time of a decision will be determined using the exchange rate for that day as recorded on www.oanda.com.
Ensure when processing payments that approvals as required under this COR have been attained.
To ensure, prior to making any commitments on behalf of the Company with legal or financial implications, that those commitments are properly authorised within the framework for delegation of authority that has been approved by the Board of Directors.
The Board delegates responsibility for the creation of the Company’s Corporate Strategic Plan to the CEO in conjunction with the CEO’s management team. The CEO will work through an iterative process with the Board on refining management drafts with input from the Board.
The approval of the Company’s Corporate Strategic Plan is the responsibility of the Board.
The Board delegates the preparation of the Company’s Operating Plan to the CEO in conjunction with the CFO and the management team.
This document is produced annually to define the key operating objectives for the Company’s business, and to outline the plans to achieve those objectives, including operating budgets, resourcing requirements and key milestones.
The approval of the Company’s Operating Plan, operating budget, and resourcing projections is the responsibility of the Board.
Management and Overhead Costs
The management and authorisation of overhead costs is delegated by the Board to the CEO, CFO and management team. The CEO and CFO are responsible:
To authorise appropriate operating activities that support the generation of sales revenue that will meet or exceed budget.
To create and manage processes with the CFO and management team to manage overhead costs against approved operating budgets that have been approved by the Board of Directors.
Where overall overhead costs are authorised by the CEO and CFO to exceed approved operating budgets, to ensure that monthly reports to the Board explain the reasons for key variances including the benefits that support the authorisations.
The Board is responsible for supervising the reporting of operating costs against budget.
Following is a table that outlines the organisational levels framework which defines the authority level an employee has in the organisation. Each employee’s position description will define the level of the employee’s position: