MGIC - Signature Authorities

Signature and Approval Authorities

Purpose

The purpose of this policy is to establish levels of authority to commit the Maryland Global Initiatives Corporation (MGIC) to legal, contractual, and financial obligations on behalf of the MGIC governing Board.

Background

A key element of sound internal control is the appropriate assignment of signatory and approval authorities.

• Signatory Authority is the formal power granted to an individual to sign documents and make commitments on behalf of an organization or another person. This authority is fundamental in legal and business transactions, ensuring actions taken are recognized as legitimate and binding. It establishes who can legally represent an entity. In the context of this policy, Signatory Authorities are authorized by the MGIC Board of Directors to legally bind the organization to contractual obligations and to spend funds owned by the organization.
• Approval Authority in the context of this policy means the authority to approve business actions, decisions, processes, and products related to MGIC operations. This may include, but not limited to, policy exceptions, checkpoints within the MGIC procurement process, secondary approval of online bank transactions, audit disclosure and management letters, and financial reports. Approval authority never implies Signatory Authority; all approval authorities and any standing or temporary delegations of such authority granted by the MGIC President are documented in an MGIC Table of Authorities.

Policy Statement

1. All signatures, approvals, and authorization actions must be executed and recorded using MGIC-approved systems, platforms, processes (e.g., DocuSign, online banking platforms, procurement and accounting systems, or other designated digital and manual tools). Personnel must not use unapproved methods or personal accounts for executing or documenting MGIC business transactions.
2. Any procurement or payment of goods or services, and other legally binding commitment made through MGIC on behalf of a Requesting Unit of the University of Maryland, Baltimore (UMB) or a UMB Affiliate Entity, must be approved and executed by UMB personnel vested with the appropriate level of authority, as defined in MGIC’s Corporate Governance policy and any prevailing Delegation of Signatory Approval and Execution Authority, in accordance with a current MGIC Table of Authorities.
3. Only the MGIC President, the Assistant Vice President (AVP)-International Operations (in their capacity as MGIC Vice President – Policy & Administration), or their assigned delegates in writing, are authorized to enter into binding contracts and agreements on behalf of MGIC.
4. Personnel must adhere to the established thresholds for MGIC approval authority, as may be revised and approved by the MGIC President from time to time. These authorities apply not only to original contracts/agreements, but also to amendments and modifications to those contracts/agreements.
5. Approval authorities for all MGIC business activity, including but not limited to procurement and payment authorizations referenced above, must be documented in a Table of Authorities that delineates the decision-making and signature permissions of key personnel, includes delegated approval responsibilities for online business platforms, and shows how financial and administrative duties are segregated to facilitate sound internal controls. The MGIC Table of Authorities shall be maintained current by the IO division and followed by all personnel responsible for this function.
6. Any temporary or permanent change to a person’s approval or signature authority must be formally documented and approved by the MGIC President.
   • Changes must be reflected promptly in an MGIC Table of Authorities and relevant online systems or business platforms.
   • Written notice of such changes must be provided to affected personnel and relevant operational teams responsible for financial, procurement, contracting, and compliance processes.
   • Temporary delegations must include a defined scope and duration and must be renewed or rescinded in writing.
7. The approval or signature authority of any personnel shall be automatically suspended when the individual is:
   • Placed on administrative leave
   • On an extended leave of absence or extended unavailability
   • Under investigation for conduct that may affect fiduciary or administrative responsibilities
   • Otherwise restricted from performing normal duties by UMB or MGIC leadership.
   • Upon such events, the IO Division will update the MGIC Table of Authorities and any system-based approval permissions. A temporary delegate must be appointed, if necessary, by the MGIC President or AVP – International Operations (in their capacity as MGIC VP - Policy and Administration). Requesting units should be notified promptly so that no contracts, approvals, or payments are processed under suspended authority.
8. Supervisors, functional leads, and the IO Division share responsibility for monitoring personnel status changes that may affect authorization rights. Any changes affecting a signatory or approver must be communicated immediately to ensure uninterrupted internal controls and compliance.

Scope

This policy applies to all UMB personnel and affiliates who use or administer business operations and services through MGIC.

Responsibilities

1. International Operations Division: Comply fully with this policy and the Table of Authorities.
2. MGIC VP – Policy & Administration: Hold signatory and approval authorities and assign delegate(s) as required. Maintain MGIC Table of Authorities and ensure IO compliance.
3. MGIC President: Hold signatory and approval authorities for MGIC and assign standing and temporary delegate(s) through the MGIC USA Table of Authorities as required.
4. MGIC Board of Directors: Approve authorized signatories for MGIC.
5. Requesting Units: Follow MGIC policies and procedures, and refrain from committing MGIC to any legally or contractually binding action.

Procedures

See MGIC Standard Operating Procedures.

Documentation Requirements

• MGIC Delegation of Signature and Execution Authority Form
• MGIC Board of Directors resolutions

References

• MGIC Policy on Corporate Governance
• MGIC Table of Authorities