Delegation of Authority Matrix

Delegation of Authority Matrix

A Delegation of Authority (DoA) Matrix is the internal governance instrument that prevents two of the most common corporate failures: unauthorised commitments (someone signing something they had no power to sign) and decision paralysis (every minor decision requires CEO approval). Done well, it scales governance with the company.

When to use this

• A company is growing and informal approvals are no longer adequate as financial commitments increase.
• An audit, investor, or regulatory review has identified the absence of a formal DoA as a control gap.
• A company has experienced an unauthorized contract commitment or expenditure and needs to formalise controls.
• A publicly listed company or regulated entity is required to maintain documented approval authorities.
• A family business is transitioning from founder-controlled decision-making to a more structured governance model.
• A company operating across multiple MENA jurisdictions needs a uniform authorization framework.

Required inputs

Optional inputs

• Whether powers of attorney are used for third-party transactions (common in MENA).
• Whether the DoA is being adopted by the board as a formal resolution.
• Whether the DoA will be shared with external parties (banks, counterparties) or is purely internal.
• Whether the company has a Sharia board or audit committee whose approval is separate from the DoA levels.

Matrix structure

The DoA Matrix is typically presented as a table or spreadsheet with:

• Rows: decision categories and subcategories.
• Columns: role levels (Board, CEO, CFO/COO, VP/Head of Function, Manager, Department Lead).
• Cells: "A" (Approve), "R" (Recommend), "N" (Notify), or "—" (Not involved).

Standard decision categories

Category 1 — Contracts and commitments

Category 2 — Capital expenditure (CapEx)

Category 3 — Human resources

Category 4 — Financial and banking

Category 5 — Legal and regulatory

Category 6 — Strategic decisions

Joint approval / dual signature requirements

For high-value transactions, require joint approval (e.g., CEO + CFO both sign for payments above USD 1M). State this explicitly in the matrix.

Escalation protocol

• Any decision not covered by the matrix escalates to the next level above.
• Any decision where a conflict of interest exists must be escalated to the next level and the interested party recused.
• In MENA family businesses, related party transactions must be escalated to the board (or a committee with independent members) regardless of value.

Powers of attorney — MENA context

In MENA jurisdictions, many third-party actions (government filings, real estate transactions, banking, court representation) require a formal Power of Attorney (PoA) that is notarised and sometimes apostilled:

• UAE: PoAs must be notarized by a UAE Notary Public; general PoAs should be limited to a specific scope and validity period.
• KSA: PoAs must be notarized before a Saudi Notary Public; English-language PoAs must be translated to Arabic.
• Lebanon: Notarized PoAs (authenticated by the Bar Association for legal matters or by a Lebanese Notary).
• Egypt: Notarized and potentially apostilled PoAs for cross-border use.

The DoA Matrix should specify: (a) who may grant PoAs; (b) the maximum scope and duration; and (c) the register in which PoAs are recorded.

Documentation requirements

For each approved decision, the following documentation should be maintained:

• Written approval (email confirmation sufficient for lower tiers; board minute for board-level decisions).
• Signed approval form for contract commitments above the middle thresholds.
• Board resolution for all board-level approvals.
• The DoA itself should be adopted by a board resolution; amendments require a further board resolution.

Review and update

The DoA Matrix must be reviewed:

• Annually (align with annual budget approval cycle).
• Upon any significant change in the company's structure, size, or regulatory environment.
• Upon any significant event (acquisition, IPO, regulatory action) that changes the risk profile.

Common mistakes

• Financial thresholds set so high that essentially all operational decisions require board approval — this is governance by paralysis.
• No distinction between purchase contracts (outgoing commitment) and revenue contracts (incoming cash) — different risk profiles warrant different approval levels.
• Related party transactions not subject to a specific, stringent approval requirement — this is the most common governance failure in MENA family businesses and public company scandals.
• No joint-approval requirement for high-value payments — creates single-point-of-failure fraud risk.
• The DoA is adopted once and never updated — an outdated DoA with thresholds from five years ago that no longer reflect business scale is misleading and creates liability.

Related skills

• [[prompt-pack-corporate-governance-policy]]
• [[prompt-pack-code-of-conduct]]
• [[prompt-pack-director-indemnification-agreement]]
• [[prompt-pack-contract-playbook]]
• [[prompt-pack-client-intake-form]]