CNEA ANEC CANADIAN Anco NATIONAL natorsia ENERGY pour Tenenge ALLIANCE — 6 Canad ‘CORPORATE POLICYOR PROCEDURE copyright ev. 40 PAGE OF 15 LEVELS OF AUTHORITY POLICY Contents 1. PURPOSE 2. AUDIENCE. 3. DEFINITIONS. 4, CURRENCY AND TAXES. 9 POLICY AND PROCEDURE. 5.1 Temporary Delegation Procedure . ‘CONTRACTS WITH SUPPLIERS 6.1 Commitments with Supplier 6.2 Invoices of Suppliers. 6.3 Payment to Suppliers... 66.4 Representatives/Sponsors(Eusiness Development Activities) 6.4.1 Conarrivenrs wit RePaesenTATIVES/SPORSORS. 6.4.2 Invoices/PavmEnrs OF REFLESENTATIVES/SPONSOR... 'SGBA, EXPENSE REPORTS AND TRAVEL AUTHORIZATIONS, SPONSORSHIPS & DONATIONS... 7.ASGBA. 7.2 Expense Reports and Travel Authorization 173 Sponsorships and Donations BANKING, BANK GUARANTEES & CORPORATE GUARANTEES. 8.1 Bank Guarantees given to Supplies. 8.2 Bank Guarantees provided by Suppliers in consideration of advances made by CNEA.. 8.3 Corporate Guarantees (including Parent and Subsidiaries)... 8.4 Banking Administration (Opening, Closing Bank Account, Change a signatories). LEGAL MATTERS,CORPORATE POULCY OR PROCEDURE copyaht Page 20815 9.4 Management Fees 9.2 Dividend _ en 19.3 Law Firm Mandates & Dispttes Settlement... a 10 PROVISIONS, WRITE-OFFS AND CREDIT NOTES. 8 10.1 Provisions for Accounts Recelvables?, Contracts in Progress" and Other Current ASSOtS..ou.nuensenne® 10.2 Provisions for Litigation and other potential claims and related costs against the Corporation 2 10.3 Write Offs and Credlt NOE sn 2 11 HUMAN RESOURCES: 9 411.1 Annual Bonuses, Long-Term Incentive Program, 9 12 INSURANCE oo ve ee) 112.1 Purchase of Insurance Policies and Surety Bonds 9 12.2 Insured Claim Legal fes, indemnity and Deductible 9 123 Payments under sections 12.1,12.2 9 13 TAXATION MATTERS sss 10 14 YEARLY BUDGET OF CNEA. 10 415. POLICIES & GOVERNANCE MATTERS... 10 16 DISCLOSURES a 416.1 Financial Flings (Annual Ault, Tax Return) : seven ML 17 NOTES TO THE LEVELS OF AUTHORITIES : : . a 418 RESPONSIBILITIES AS TO APPLICATION OF THIS POLICY... = seneasnanns WD APPENDIX A, “4 APPENDIX. vo vs soos o 6CcoRPORATE POUCY OR PROCEDURE ‘copyiht Levets oF AUTHORITY poucy REV. FO page 30635 11. PURPOSE ‘The Levels of Authority policy (the “Poicy”) sets forth the Levels of Authority ("LOA") delegated by the Board of Dicectors to certain executives of the Corporation This Poliey protects the Corporation by ensuring that all CNEA Personnel and the executives acting on its behalf have the proper authority. These LOAS apply to all contracts, commitments and disbursements as well as other governance decisions lsted inthe tables below. This Policy's LOA define who must approve internally before a commitment with a third party, which is diferent than the authority required to sign a contract with that party. Violation of this Policy could damage the Corporation and expose it to legal and commercial abilities. All CCNEA Personne! must dissociate fram any activity that is not compliant with this Policy 2. AUDIENCE ‘This Policy applies to CNEA and excludes its wholly owned subsidiary Canadian Nuclear Laboratories (CNL) Unless otherwise specified in this policy. Mandatory approvals required from the CNEA Board of Directors for CCNL operations form part of CNU'SLOA matrix 3. DEFINITIONS. Refer CNER's Global Glossary 4, CURRENCY AND TAXES, “The amounts presented in the Polcy are all in Canadian dollars and before taxes, In situations where amounts are expressed in a currency other than Canadian dollars, then for the purpose of establishing the requisite LOA, all such amounts shall be expressed in Canadian dollar equivalent using the spot rate. 5. POLICY AND PROCEDURE ‘Authority to approve shall be In accordance with the LOAs set out in this Policy. No delegation of any of the LOA s allowed unless spectcally permitted by certain sections of this Policy. Al offices and executives ofthe Corporation shall, before incurring or signing any expenditures, commitments fr disbursements, or taking governance decisions, ensure thatthe appropriate approvals have been obtained In accordance with the LOAs estatiished by this Policy ‘Approvals required in sections 6 to 16 must be obtained for all levels of authority required consecutively, from Officers to the Board, The approval of the lower level must be obtained prior to progressing to the higher level, unless itis specified otherwise. LOAs described in this Policy shall be assessed against the total amount of an event, transaction or series of transactions. Consequently, any subdivision and breakdown of the amount of an event, transaction or series of transactions for the purpose of avoiding the authorization requirements detailed in this Policy shall be ‘deemed a breach of the Policy. Fo" example, is prohibited to issue and approve a purchase order for services knowing that i is insufficient for the completion ofthe work required. ‘An LOA matrit must be yearly reviewed and approved. Attached is the LOA matrix effective the date of‘CORPORATE POLICY OR PROCEDURE copie Levets OF AUTHORITY POLICY v.40 issuance of this Policy (Refer Appendix A) ‘The following delegation procedures are authorized under this Policy: 5.1 Temporary Delegation Procedure In the case where an employes holding att LOA Is temporarily absent, such as for vacations, temporary delegation Is permitted forall sections of the Policy. The following procedure Is then mandatory ‘The employee may delegate up to 100% of his authority to a direct report for a short period of time (being not more than 1 month], provided such delegation is documented using the Delegation Template attached at Appendix 8 and notified to the Treasurer. (6 CONTRACTS WITH SUPPLIERS, ‘Suppliers includes wholly-owned subsidiary (for reimbursement of costs approved by the CNEA Board) and affiliates (for management fees, costs of Key & Non-Key Personnel including their bonuses and non- ‘reimbursable expenses] and reimbursement of home office expenses) 6.1 Commitments with Suppliers as Ne Bao Dre A) 6.2 Invoices of Suppliers 2 Fase Ye ate ne Ye | Fie 1 ‘Approvals for legal services invoices must be obtained from the Corporate Secretary,CORPORATE POLICY OR PROCEDURE 6.3 Payment to Suppliers Copyright Levels oF aurtonsy Pouce REV. #0 66.4 Representatives/Sponsors (Bu 6.4.1 Commitments with Representatives/Sponsors siness Development Activities) as a 6.4.2 Invoizes/Payments of Representatives/Sponsors. (atte Ren) 7 SGBA, EXPENSE REPORTS AND TRAVEL AUTHORIZATIONS, SPONSORSHIPS & DONATIONS 7. SGRA 00 a ~ os | Come 7.2 Expense Reports and Travel Authorization Expense reports and travel authorization areas per affiiate’s Travel and Expense reports Policy 17.3 Sponsorships and Donations For Sponsorships and Donations approval limits refer “Sponsorships and Donations" Policy. In ‘eases where CNL caries out Sponsorships and Donations on behalf of CNEA, It is required to‘CORPORATE POLICY OR PROCEDURE ‘obtain approvals in accordance with this Policy. Political donations are forbidden, 8 BANKING, BANK GUARANTEES & CORPORATE GUARANTEES, ‘copwit Levels oF AUTHORITY POLICY Requests for amendments to any 2a 8.2 Bank Guarart snk guarantees must be approved by the Treasurer 8.3 Corporate Guar >siM PAGE OFS 5 provided by Suppliers in consideration of advances made by CNEA king Administration (Opening, Closing Bank Account, Change of signatories)‘CORPORATE POLICY OR PROCEDURE copwriht Levels oF Aumont pour REV. #0 PAGE? OF 35 9 LEGAL MATTERS 9.1 Management Fees * pa wane es ion ley Approvals of affiliates invokes and payments are as per sections 6.2 and 6.3. 9.2 Dividend 9.3 Law Firm Mandates & Disputes Settlement selena Ui ae! a a ‘She gene dee am n eras | scan ott) sect piace, Gees | fa | we | | Et oc ae ene “The above excludes limits delegated by the CNEA Board of Directors to CNL and documented in CNL LOA Matrix for matters relating to initiation or settlement of formal disputes with AECL and settlement of legal claims with customers or suppliers on behalf of CNEA.CORPORATE POUCY OR PROCEDURE Copyright Levels OF AUTHORITY Poucy REV. PAGEROF 15 410 PROVISIONS, WRITE-OFFS AND CREDIT NOTES 10.1 Provisions for Accounts Receivables", Contracts in Progress" and Other Current Assets Ke Ne aay “rosea at Resin enn Mages fr thn ns te pty hay 10.2 Provisions for Litigation and other potential claims and related costs against the Corporation| ston 7 io ‘ie ac ne | apts eieny | 0 Caiman 10.3 Write Offs and Credit Notes‘CORPORATE POLICY OR PROCEDURE copy Levels OF AUTHORITY Pour PAGES OF 1S 111. HUMAN RESOURCES 111.1 Annual Bonuses, Long-Term Incentive Program "chee Porn oe Approvals of affiliates invoices and payments are as per sections 6.2 and6.3, 12 INSURANCE 112.2 Purchase of Insurance Pe ies and Surety Bonds ‘CNLis delegated the authority to purchase/ renew D&O Insurance Policies on behalf of CNEA in accordance with above approvals. 12.2 Insured Claim Legal fees, Indemnity and Deductible iM Me ao 12.3 Payments under sections 12.1, 12.2 aa oe ace ala‘CORPORATE POUCY OR PROCEDURE copyright LEvaLs OF AUTHORITY Poucy REV. 13: TAXATION MATTERS. Corporation Income Tax Payments, Installments and Final Payments, Provincial Tax Payments (such as HST) 08 ie Goa 114 YEARLY BUDGET OF CNEA 15 POLICIES & GOVERNANCE MATTERS rao ats ~ | cro Pa ane = es J 7 Be] we | mee | oe‘conrORATE POUCY oR PROCEDURE onyreht Levels oF AUTHORITY UC ae 1205 16 DisctosuRES. 116.1 Financial Flings (Annual Auelt, Tax Return) 117 NOTES TO THELEVELS OF AUTHORITIES [Note 1: This section edesses mancalory written approvals before the Corperaton is committed andor any amount i Aisbursed to supplies. Corporation piste and prosedars must be adhered to tll tines. “Tis section highlights the segregation of duties that is requeed between the functions addressing commitments with suppliers and approval of invoices which ae under the authority ofthe Persons povided in sections 6.1 end 6:2 and also stipulates tht only the Person inde in section 6 can authorize payments [Note2: In caes were the invoice can be filly recoiled with a commitment approved pe his Poliy, and document ‘confirming the rseipt end approval the goods and services, the invoice shall be considered approved. ‘Otherwise, the approval of the Invoice shall equite th signature onthe Invoice, Payment Approval Slip (*PAS"), ‘other orm, In eases of payment of legal services voices, apprvel mus so be obtained fom the Corporate Secretary. [Note 3: Authorizations ofthe appropriate author is requite before releasing a payment. Ii not required 1 obtain “uthrizations ofthe lower levels pric to progressing othe appropriate level of authori [Note 4: Commitments inside each othe inal agreement, amendments, aden, additions contests, ee (Note: Requests for amendments oany bank guaranees listed in sections 8.1 must be approved by the Treasure [Note 6: Any approval of corporate gunrante is subject to sextion 83 for approvals, the init of liability of a corporate guarantee is higher than the value of the supported contractor tanssetion then the level of approval required sal be ze onthe limit of Libility of the corporate gusrante. Note: Income tox installments and final psy eats nce deal, provincial, state, Joao other similar anes hat mus be paid on « monthly, qurterty or annual bess to sty normal tx payment obligations. Refer to section 6.3 for prove for such tx payments, Commodity txes incte for example GST, PST remittances and Value Added Taxes (VAT). Refer to setion 6:3 for fpprovele of commodity taxes Note 8: The no-tmit authority for dytght loansoverightdopesits forming pat of ax planning transactions are allowed fore extent that such dylight lomnleenight deposits are emibursed or st off on the day the ae incured, [Note 9: Change oners, extensions, conversions and other amendments to contracts with suppliers shall be tested on @ ‘San-lone bass, thus equiting the spproprite mandatory weten approvals before being submited or executed. [Note 10: Banking sdiministation erompasses opening, rodiying, closing and functionally administering all bank fccounl, appointing signing offices for all bank accounts, poparing arrangements forthe purchase of bank dra, ‘xesiing bank transfers and managitg electronic banking platfms.‘onPORATE POUCY Of PROCEDURE copyrigt LEvE'S OF auTHOnTY PoUCY 118 RESPONSIBILITIES AS TO APPLICATION OF THIS POLICY ‘Treasurer and Corporate Secretary are responsible for Isuing and implementing this Polley. All CNEA Personnel and executives are responsible for compliance and proper application ofthis Policy Melb “> - ‘Andrew Panunto,Jeff Kendall ‘Treasurer, Corporate Secretary January 02,2019 ‘Authorized by the CNEA Hoard of Directors as of.(CORPORATE POLICY OR PROCEDURE Secretary Levels OF AUTHOR POLICY PAGE 330F 1S, REVISION HISTORY ev, | Date Details of Res. Prepared By | Reviewed By ‘approved By 19 | m2, 2019 | tance of New Paley Divya | Andrew Panont,Tresurer| doard Mehts, | seftkendal, corporate Controle‘CORPORATE POLICY OR PROCEDURE copyright LEVELS OF AUTHOR PoUCY REV. APPENDIX A Refer separately Attached LOA Matrix excel filecoprrahe ‘CORPORATE POUCY OR PROCEOURE Levels oF AUTHORITY poucy REV. FO PAGE ISO 15 APPENDIX B Delegation of Authority Form i {Per Levels of Authority Policy) i elegator Delegate Name Name Position Position Temporary Delegation wn) ‘Timing (maximum 4 month for tenporary dé ions) Date from: Date to: (dd/mm/yy) (da/mmm/yy) | Details of Delegation Section Funetional Role Delegated authority (in Cad or equivalent) ‘Raditional details/ comments: Delegator’s signature & Date Delegate’s signature & Date