BLOOMIN BRANDS DELEGATION OF AUTHORITY/ AUTHORITY AND APPROVAL POLICY

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Antony Thompson
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1 BLOOMIN BRANDS DELEGATION OF AUTHORITY/ AUTHORITY AND APPROVAL POLICY A. Purpose This ( Policy ) defines the levels of authorization within Bloomin Brands, Inc. its subsidiaries and affiliates (collectively BBI or the Company ) required for a commitment, contract or transaction to be authorized and approved by the Company. This Policy further sets forth the types and maximum amounts of obligations that may be approved by a Company employee. B. Policy Only commitments, contracts or transactions ( CCT ) approved pursuant to this Policy are Company authorized actions. This Policy defines which Company employees are authorized to approve CCT as well as those requiring the approval of the Board of Directors ( BOD ) or a committee of the BOD. Attachment B, the Authorization Matrix, identifies the titles/positions of those authorized to approve ( Authorized Approver ) noted categories of CCT. Authorized Approvers shall only approve CCT within their area of responsibility or oversight and approved budget. By approving CCT, the Authorized Approver is attesting that it is valid, appropriate and for a legitimate Company purpose. For some CCT, formal signature by designated officers, employees or legal representatives is required. Contact an attorney in the Company s Legal Department with any questions regarding who may sign an approved CCT. Compliance with this Policy by each restaurant concept ( Concept ), controlled entity and each Company corporate department is the responsibility of the senior executive in each group (i.e., Concept President, controlled entity senior officer and Company department head). Company employees, who have direct reports ( People Managers ), shall take the necessary steps to ensure their direct reports know and follow this Policy. The senior executive in each group and all People Managers are responsible for periodically consulting with their direct reports to determine that appropriate procedures to adhere with this Policy have been developed and are followed. All Company employees must be aware that conduct that violates this Policy is always considered outside the scope of their employment. Violating this Policy could significantly damage the Company and expose it to liability. In addition, Company employees who violate this Policy are subject to appropriate disciplinary action by the Company, including possible termination of employment. Policy #: AC01 Page 1

2 C. Policy Procedures 1.1 Combining Transactions. Dividing a commitment, contract or transaction into two or more parts to evade a limit of authority is prohibited and is a violation of this Policy. A series of reasonably related transactions will be considered as a single transaction for purposes of determining approval and authority levels required by this Policy. 1.2 Delegation of Authority to Subordinates. CCT cannot be approved by employees having a lower level of approval authority except pursuant to this Policy. In certain rare situations, compelling business reasons require authority to be delegated to another employee (vacation, travel, illness, etc.1) by completing a Temporary Delegation of Authority Form. (See Attachment A Temporary Delegation of Authority Form.) This form must be approved in writing by the employee delegating his/her authority, the employee to whom authority is being granted, and the respective Senior Vice President (SVP) or Executive Vice President (EVP). If a SVP/EVP member is delegating his or her authority then the form needs to be approved by his or her supervisor or the CEO. The CEO may only delegate his or her authority with BOD approval or approval of an authorized committee of the BOD. Once the form has been signed and approved it must be sent to the Company s Accounts Payable Department verity for approval. This Policy is not intended to (a) limit the approval authority of the BOD or any committee of the BOD; or (b) prohibit the BOD or any committee of the BOD from delegating its approval authority, each in accordance with the BOD or such committee s governance documents and applicable law. 1.3 Compliance Documentation. Employees signing CCT must: obtain all appropriate approvals required by this Policy and the Company s other policies and procedures; and, maintain appropriate documentation of these approvals. Appropriate documentation can take various forms, including signatures, initials, approval forms, s, minutes or memorandums. 1.4 Policy Interpretations and Amendments. Employees are responsible for understanding or seeking clarification of any rules of this Policy. Interpretations of this Policy must be in writing and must be approved by the CLO and CFO. Amendments to this Policy, excluding changes to the CEO s authority or the authority of the BOD or its committees, must be approved by the Compliance Steering Committee. Changes in the CEO s authority must be approved by the BOD or appropriate Committee of the BOD. (See Adoption of Company Policies & Procedures Policy (Policy #LG10)). All policies referred to in this Policy are available on the Company s intranet. 1.5 Conflict of Interest. Under no circumstance can an Authorized Approver approve a CCT in which he or she has a real or apparent material conflict of interest. (See Code of Business Conduct & Ethics Policy (Policy #LG01) for clarification of when a conflict of interest exists.) No employee may approve a CCT which involves, as a party to the CCT, a member of the BOD or an employee that has managerial influence over the employee/approver. In such instance, the authority must move up within the Company (consistent with the Authorization Matrix) until no such managerial influence is involved, or in the case of a member of the BOD, to the BOD or Audit Committee of the BOD as appropriate. 1.6 Contract and Commitment Policy. In addition to this Policy, all CCT are subject to the requirements of the Contract and Commitment Policy (Policy #LG02). Policy #: AC01 Page 2

3 1.7 Centralized Purchasing. Only certain departments are authorized to negotiate contracts for goods and services approved for centralized purchasing as defined by the Global Supply Chain Policy (Policy #SC01). 1.8 P2P (Procure to Pay) Supplier Payments. Certain exceptions will be made for the delegation of authority to subordinates to include all members of a restaurant s management team for approving vendor payments in association to BBI s P2P Program. Exception applies only to vendors participating in either EIPP (electronic invoicing) or PCard Ghost Program where Accounts Payable is responsible for enrolling and maintaining eligible vendors and associated approved BBI items used in the daily operations of a BBI restaurant. Exception does not require completion of Attachment A of this policy and is automatically extended to members of restaurant s management team. 1.9 Foreign Currency Translation. For transactions in currencies other than United States Dollars (USD), the authorization limits will be translated based on the rates established annually by the Company during the budgeting process. These budget exchange rates will be published on the Company portal or otherwise made available. 2.0 Exceptions for Certain Payments Relating to Business Critical Needs. Accounts Payable in the United States is authorized to pay, even absent receipt of approval from the designated Authorized Approver, for certain expenses (identified in Attachment C) where continuation of BBI operations are at risk of cessation, absent payment. 1 Vacation, travel or illness may not be a compelling reason if someone at a higher level with authority is available to approve CCT. Policy #: AC01 Page 3

4 Attachment A Delegation of Authority Form TEMPORARY DELEGATION OF AUTHORITY FORM Instructions: In accordance with Section 1.2 of the Authority and Approval Policy, complete all information below to delegate authority. I, hereby authorize the employee listed below approval authority on my behalf. The employee to whom the approval authority is delegated has direct knowledge of this assignment. Individual Granting Authority: Name: Title: Signature: Effective Date: Delegation to: Name: Title: Signature: Expiration Date2: Limitations to this authorization are identified below (if none please state so). Briefly describe the compelling business reason which requires authority to be delegated. 3 Approved by: SVP/EVP Signature Print Name Title Date Upon completion of this form, please forward to: APHelpDesk1450@bloominbrands.com Fax: (813) If you have any questions, please contact the AP Help Desk at (813) Expiration date cannot exceed one year from the effective date. A new Delegation of Authority Form is required to extend the expiration date beyond one year. 3 Vacation, travel or illness may not be a compelling reason if there is someone available at a higher level with authority to approve CCT. Policy #: AC01 Page 4

5 CONTRACTS/COMMITMENTS/INVOICES US Home Office Pay Grade Levels 5 n/a n/a n/a 6 & 7 8 & 9 10> n/a n/a n/a Transaction Type Mgr HO MP JVP RVP Director VP/ GVP SVP/ EVP CFO CEO BOD Invoices, Contracts, & Capital Commitments Invoices or Non-Centralized Purchasing Contracts and Commitments (excluding Capital Commitments) [4] [5] [6] [7] <= $5K (invoices only) <= $25K (invoices only) <= $35K (invoices only) <= $50K (invoices only)[4] <= $200K <= $2M <= $5M <=$50M or or and Centralized Purchasing Contracts and Commitments (excluding Capital Commitments) [5] [6] <=$5M SC <=$20M <=$55M <=$150M or or and Capital Commitments [5] [6] <= $1K Fixed asset additions or repairs and maintenance <= $5K Fixed asset additions or repairs and maintenance <= $10K Fixed asset additions or repairs and maintenance <= $50K Fixed asset additions or repairs and maintenance <= $1M Remodels, new real estate leases, relocations, store closings, real estate purchases Approved by all of the following: VP Fin, VP RE, and CP - remodels, new real estate leases, relocations, store closings, real estate purchases Approved by all of the following: VP Fin, CDO, CP, CFO and CEO [4] Supplier PFG invoices pursuant to signed contract may be approved by MPs or JVPs. [5] Certain contracts must also be reviewed by the Supply Chain Department in accordance with Global Supply Chain Policy (Policy #SC01) prior to approval/execution of the agreement. [6] Certain contracts must also be reviewed by the Legal, IT or Finance Departments in accordance with Contract & Commitment Policy (Policy #LG02) prior to approval/execution of the agreement. [7] Accounts Payable payments issued for tax; government, state, and city agencies; utilities; Direct Pay Vendors listed in Attachment C, restaurant level past due invoices for which approval is not obtained within 15 calendar days and for other business needs which may result in interruption of services are excluded from the Delegation of Authority and can be paid without approval for existing approved vendors. Note: - Shaded boxes require multiple approvers. - Authorized approvers shall only approve transactions within their area of employment responsibility, authority, and approved budget. - Authority is based upon the title and compensation framework pay grade in the Human Resource (HR) system and not just given title. In cases of inconsistencies, the pay grade will control. Policy #: AC01 Page 5

6 TREASURY US Home Office Pay Grade Levels 5 n/a n/a n/a 6 & 7 8 & 9 10> n/a n/a n/a Transaction Type Mgr HO MP JVP RVP Director VP/ GVP SVP/ EVP CFO CEO BOD Banking and Treasury Activity Checks, ACH, or Wires (excludes debt payments see below) Set up vendors for ACH Pulls [8] Appropriate level via invoice approval >=Department VP and (VP Treas. or CFO) Book transfers [9] Treas. Treas. Treas. Debt (Origination, Draws, Payoffs, Interest payments) and consistent with covenants Scheduled and required payments - Treas. Treas. Treas. <=5M Debt origination Treas. <= $50M Debt origination Treas. or or and <= $50M Debt draws & payments on existing debt agreements (revolvers/loc) Treas. <= $225M Debt draws & payments on existing debt agreements (revolvers/loc) Treas. Bank accounts Open and close - unlimited Treas. Treas. Investments <= 1 Year and <= $50M Treas. <= $50M Treas. Pension, 401K and nonqualified deferred compensation (NQDC) see HR Deferred Compensation and Benefits Plans - Execution of employee benefits (see page 6) Derivatives <= 1 Year and <=$5M value at risk [10] Treas. <= $50M value at risk [10] Treas. and and and Annual budget [8] If the VP of Treasury and the Department VP are one and the same, the CFO must approve in addition to the VP of Treasury. [9] Book transfer is the movement of money between bank accounts within the same bank where both accounts are owned by BBI. [10] Dollar threshold represents the amount at risk individually or collectively as a series of transactions related to the same annual derivative-based risk management plans. Note: - Shaded boxes require multiple approvers. - Authorized approvers shall only approve transactions within their area of employment responsibility, authority, and approved budget. - Authority is based upon the title and compensation framework pay grade in the Human Resource (HR) system and not just given title. In cases of inconsistencies, the pay grade will control. Policy #: AC01 Page 6

7 HUMAN RESOURCES US Home Office Pay Grade Levels 5 n/a n/a n/a 6 & 7 8 & 9 10> n/a n/a n/a Transaction Type Mgr HO MP JVP RVP Director VP/ GVP SVP/ EVP CFO CEO BOD Employment Activity [11] [12] Deferred Compensation and Benefits Plans Execution of employee benefit programs in accordance with approved programs GVP HR CRO Equity grants <50K shares/year to <= VP and consistent with approved comp budget Employment - agreements, offers, severance/terminations, bonuses, buyouts [11] [12], etc. Within Compensation Framework or standard employment agreement <=MP Within Compensation Framework or standard employment agreement [13] Outside Compensation Framework/std. employee agreement <= Dir./JVP [14] Outside Compensation Framework/std. employee agreement VP/GVP [13] [14] Approved 1 reporting level above Approved 2 reporting levels above and HR business partner [15] Approved 2 reporting levels above and (GVP HR or CRO) Approved 2 reporting levels above and CRO Changes in compensation > SVP [14] Corporate bonuses [11] Excludes buyout of non-controlling interest in restaurants. Buyouts include JVP, RVP and MP Additional buyouts (see contracts/invoices). [12] The thresholds for compensation changes represent total end salary after a change not amount of the change. [13] Excludes changes to SVP/EVP compensation, as these changes must be approved by the BOD Compensation Committee. [14] If the agreement is not standard, then it must also be reviewed by the CLO, VP of Legal, or Labor and Employment counsel. [15] HR business partner is respective HR Director or above. Note: - Shaded boxes require multiple approvers. - Authorized approvers shall only approve transactions within their area of employment responsibility, authority, and approved budget. - Authority is based upon the title and compensation framework pay grade in the Human Resource (HR) system and not just given title. In cases of inconsistencies, the pay grade will control. Policy #: AC01 Page 7

8 RISK MANAGEMENT PAYMENTS (Approval limits effective 04/12/2016) US Home Office Pay Grade Levels 5 n/a n/a n/a 6 & 7 8 & 9 10> n/a n/a n/a Transaction Type Mgr HO MP JVP RVP Director VP/GVP SVP/EVP CFO CEO BOD Payments to replenish previously established TPA Imprest Fund accounts and Individual claim payment pre-funding requests <=$750,000 in requested claim payment funding [1] <=$1,500,000 in requested claim payment funding [2] and >$1,500,000 in requested claim payment funding [3] and and [1] Approved by Director of Risk Management or Senior Director of Risk Management [2] Approved by Director of Risk Management or Senior Director of Risk Management and GVP/Controller [3] Approved by Director of Risk Management or Senior Director of Risk Management and GVP/Controller and CFO Note: - Shaded boxes require multiple approvers. - Authorized approvers shall only approve transactions within their area of employment responsibility, authority, and approved budget. - Authority is based upon the title and compensation framework pay grade in the Human Resource (HR) system and not just given title. In cases of inconsistencies, the pay grade will control. Policy #: AC01 Page 8

9 TA PAYMENTS (Approval limits effective 03/15/2016) US Home Office Pay Grade Levels 5 n/a n/a n/a 6 & 7 8 & 9 10> n/a n/a n/a Transaction Type Mgr HO MP JVP RVP Director VP/GVP SVP/EVP CFO CEO BOD Payments to the Internal Revenue Service [16], [17], [18] At least semi-annually, the Head of Tax will present to the CFO an analysis of plan vs actual of all IRS Tax payments. <=$10M Estimated Tax payments [16] <=$30M Estimated Tax payments [17] and >$30M Estimated Tax payments [18] and and IRS Settlement payments and ALL other non-irs payments Approval MUST follow the Invoices transaction type requirements. [16] Approved by Head of Tax and Treasury Director or above. [17] Approved by Head of Tax and Treasurer or Controller. [18] Approved by Head of Tax and Treasurer or Controller and CFO. Note: - Shaded boxes require multiple approvers. - Authorized approvers shall only approve transactions within their area of employment responsibility, authority, and approved budget. - Authority is based upon the title and compensation framework pay grade in the Human Resource (HR) system and not just given title. In cases of inconsistencies, the pay grade will control. Policy #: AC01 Page 9

10 LEGEND Abbreviation and Reporting Level BOD CDO CEO CFO CIO CLO CP CP Intl CPO CRO Dir Dir Treas. EVP SVP GVP GVP HR HR Bus. Ptnr. IT JVP Mgr HO Mgr Treas Mkt MP RVP RE SC VP VP Treas. Treas. Definition Shaded cells require multiple signers Equivalent to the next level supervisor Board of Directors or respective Board Committee Chief Development Officer Chief Executive Officer Chief Financial Officer Chief Information Officer Chief Legal Officer Concept President International Concept President Chief Procurement Officer Chief Resource Officer Director Director Treasury Executive Vice President Senior Vice President Group Vice President Group Vice President Human Resources Human Resource Business Partner Information Technology Joint Venture Partner Home Office Manager Manager Treasury Marketing Managing Partner Regional Vice President Real Estate Supply Chain Vice President Vice President Treasury Treasury Legend Please contact the AP Help Desk with any questions: Phone: (813) Policy #: AC01 Page 10

11 Attachment C: Authorization Matrix of Certain Exception Expense to Delegation of Authority/Direct Pay Vendors LEGEND Tax and Business License invoices/uploads reviewed by function and processed by AP for domestic entities Utility expense processed by 3 rd party or individually by BBI for domestic entities Supply Chain Direct Pay vendors (separate list maintained by P2P Accounting Team) Policy #: AC01 Page 11

Girl Scouts of Central Texas Delegation of Authority Policy Reviewed and approved by GSCTX Finance Committee: March 21, 2017

Girl Scouts of Central Texas Delegation of Authority Policy Reviewed and approved by GSCTX Finance Committee: March 21, 2017 PURPOSE This Delegation of Authority Policy outlines limits of authority for