Contract approval and signatory authority policy

Status of this document: This document is in effect since 25 August 2025.

Purpose

The purpose of this policy is to specify the signing authorities (Schedule A) required for Contracts to be executed on behalf of W3C, Inc., and the process by which authority is delegated (Schedule B) for the same.

Scope

This policy applies to all contracts/agreements to which W3C is a party or that creates an obligation on W3C. It applies to all W3C representatives, Membership, and Partners. If any questions arise on whether this policy applies, contact Legal.

Introduction

Ensuring only W3C representatives with appropriate approval and accountability are authorized to approve transactions is an important part of W3C Management's commitment to the responsible stewardship of W3C resources.

Generally, NO individual is authorized to sign/approve a document unless the authority to do so has been formally assigned according to this policy or through delegation.

While authority and responsibility can be delegated, accountability cannot. Signing authority responsibility must not be delegated without careful consideration and appropriate instruction. The delegator is responsible for the supervision of individuals to whom they have delegated authority and as such has full accountability for the transactions that such individuals approve on their behalf.

Objective

The objective of this policy is to ensure that only those individuals with appropriate approval and accountability sign contracts on behalf of W3C, Inc.

A delegation of signing privileges:

  • assigns the authority and responsibility to approve financial transactions;
  • facilitates efficient decision-making and ensures that actions and decisions are taken by appropriate approval levels;
  • ensures that transactions are executed as intended and in accordance with applicable law, regulations, and W3C policy; and
  • maintains fiscal integrity and creates a sound internal control environment.

Schedule B defines the delegation process.

Definitions

"Contract" means any written agreement, contract (including any renewal, extension or amendment of an existing contract), subcontract, letter of intent, memorandum of understanding, memorandum of agreement, legal actions, memorandum of settlement, minutes of settlement, non-disclosure agreement, affiliation agreement, sponsorship agreement, material transfer agreement, articulation agreement, employment contract, gift agreement, lease, license, purchase order, deed, transfer, instrument, assignment, obligation, certificate, or other document which include provisions of which may be binding upon W3C. Automatic subscription renewals that are reviewed as part of the annual budget do not fall within the scope of this policy.

Policy

  1. All contracts/agreements that are not on standard or previously approved forms must be reviewed by the Director of Legal & Compliance before execution, unless other arrangements for internal or external legal review have been approved by the Director of Legal & Compliance or the CEO.
  2. Only contracts/agreements signed by authorized individuals (see Schedule A) will bind W3C.
  3. W3C is not bound by and does not recognize as binding any promise or obligation signed, made, or represented by an unauthorized person. Those signing external contracts/agreements or attempting to bind W3C by any other means without first obtaining authority should take note that they personally may become subject to legal action including financial liability and may also be subject to disciplinary action up to and including termination.
  4. This policy does not apply to those signatures or approvals required for processes internal to W3C.
  5. ​A person with authority or delegated authority (see Schedule B) must not sign any document or obligate W3C to a contract/agreement in which he or she may have a significant personal interest preventing objective analysis or may receive a personal advantage or benefit. Transactions in this category will be treated as exceptions and must be thoroughly reviewed by appropriate individuals and/or compliance bodies to determine W3C’s best course of action.

Schedule A: Authority for signing contracts/agreements

All contracts/agreements must be signed (or otherwise approved) by at least one of the following, with the others having been informed prior to signature:

  • CEO, or acting;
  • Chief Financial Officer, or acting;
  • Chief Operating Officer, or acting;

Or

  • A limited-term delegate approved by all of the above (see Schedule B, below)

Schedule B: Process for delegation of authority for signing contracts/agreements

Administrative officers authorized by Schedule A may delegate signing authority to other representatives of W3C.

To delegate authority, an administrative officer named in Schedule A must email the two other named administrative officers and the Director of Legal & Compliance (along with the relevant personnel at W3C’s current accounting vendor, when appropriate) with the following information:

  • Name of individual receiving delegated authority to represent and sign on behalf of W3C, Inc., and
  • Circumstances (namely, either the specific contract(s) or the date range) for which the individual receiving delegated authority shall receive those rights.

Within thirty-six (36) hours of receiving such notification, the CEO shall have the right to veto any delegate.

Any named and approved delegate must copy the CEO, CFO and COO on all matters related to the signature of a contract/agreement for which they have been granted temporary delegated authority.