Financial Control Procedures: Corporate Officer Signing Authorities (Archived)
This is an archived page. Please visit https://www.icann.org/resources/pages/contracting-disbursement-policy-2015-08-25-en for the up-to-date policy.
1. Purpose:
The purpose of this procedure document is to outline signing authorities granted to ICANN Corporate Officers.
2. Authority:
The Board of Directors, under sections 1 and 3 of Article XV of the Bylaws, may authorize any Officer or Officers, to enter into any contract or execute or deliver any instrument in the name of and on behalf of ICANN, and to sign check or payment orders.
3. Corporate Officer Signing Authority:
The recommended signing authorities granted to officers of the corporation, excluding the President & CEO, would include authorization for any of the following with the dollar limits outlined below:
| a) | Contractual commitments, |
| b) | General disbursements of ICANN funds, |
| c) | Payment authorization (check signing & wire transfers) on behalf of ICANN, |
| d) | Reimbursements to the President & CEO for expenses incurred in connection with the performance of the President's duties to ICANN as direct payments, not to exceed US $25,000, or as an advance, not to exceed US $50,000 at any time, toward expenses already incurred by the President & CEO but not yet authorized by the Executive Committee, with the expenses to be later approved by the Executive Committee, |
| e) | Disbursements of ICANN's funds, and check signing, for the services of Dr. Paul Twomey, as ICANN's President & CEO, that fulfill the terms of the Managerial and Consulting Services Agreement entered into by ICANN and ArgoPacific, not to exceed the monthly compensation amounts pursuant to the terms of such agreement. |
Prior to granting approval, each authorized signer has the responsibility to verify and ensure that all proposed commitments and expenditures fall within the overall annual budget for total expenditures as approved and adopted by the Board of Directors.
| Corporate Officer Signing Authority | Signing Individually | Any Two Officers Signing Jointly |
| 1. General Counsel | US $25,000 or less | US $50,000 or less |
| 2. SVP, Services | US $25,000 or less | US $50,000 or less |
| 3. Chief Financial Officer | US $25,000 or less | US $50,000 or less |
| 4. Executive Officer & VP-Corp Affairs | US $25,000 or less | US $50,000 or less |
| 5. SVP, Operations | US $25,000 or less | US $75,000 or less |
Currently, the above roles are filled by the following individuals: 1. John O. Jeffrey, 2. Kurt J. Pritz, 3. Melanie A. Keller, 4. Paul Levins, and 5. To be determined.
4. President & CEO Signing Authority:
The recommended signing authorities granted to the President & CEO, would include authorization for any of the following with the dollar limits outlined below:
| a) | Contractual commitments, |
| b) | General disbursements of ICANN funds, |
| c) | Payment authorization (check signing & wire transfers) on behalf of ICANN. |
Prior to granting approval, the President and CEO has the responsibility to verify and ensure that all proposed commitments and expenditures fall within the overall annual budget for total expenditures as approved and adopted by the Board of Directors.
President & CEO Signing Authority
| a) | US $300,000 or less for general contractual commitments that fall within the overall annual approved budget as approved and adopted by the Board of Directors, to include multi-year employment or contractor agreements for which one year's financial commitments fall within the overall annual budget. |
| b) | US $100,000 or less for general disbursement of ICANN funds and payment authorization (check signing & wire transfers) on behalf of ICANN. |
5. Internal Budget Review Process:
As authorized signers the President & CEO and all other corporate officers have the responsibility to ensure all contractual commitments and expenditures fall within the overall annual budget for total expenditures as approved and adopted by the Board of Directors. Discretion is granted to the President & CEO to adjust spending between budget line items (i.e. a shift from personnel costs to professional services, or from travel to other administrative categories) provided that the total expenditures for the year do not exceed total overall budgeted expenditures as outlined in the approved annual budget posted on the ICANN website. If expenditures are anticipated in excess of the total budgeted expenditures for the year, they require submission to the Board (or an authorized Committee of the Board) for approval.
The Chief Financial Officer (CFO) is responsible for monitoring and reporting spending versus the approved annual budget and track any adjustments between budget line items (as outlined above) to ensure that actual expenditures fall within the overall annual budget for total expenditures as approved and adopted by the Board of Directors and posted on the ICANN website.