When the Signature Belongs to Someone Else: Recalibrating Delegated Authority Across a UK Group

A delegated authority framework is one of the quieter instruments of group governance. It is approved, filed and often referenced in board papers, yet in many UK groups it has little bearing on the decisions taken on a Tuesday afternoon. The document may be sound in form, but the organisation has moved on: new entities, new risks, new managers and new commercial pressures have left the thresholds and mandates behind. The result is a familiar gap between the formal signature and the practical decision.

That gap matters. When authority is misaligned, decisions either stall at the centre or drift beyond the intended boundary. Neither outcome is a failure of individual judgement. It is a failure of an operating document that has not been kept in contact with the group it governs. In 2026, with UK groups managing acquisition integration, regulatory change and tighter cost scrutiny, the annual recalibration of delegated authority deserves a place on the governance calendar rather than the shelf.

Why a framework loses contact with practice

Most authority frameworks begin with good intent. They set out which decisions are reserved to the group board, which sit with subsidiary boards, and which can be taken by executive management. The difficulty lies in translation. A framework drafted by a company secretary, legal team or risk function may be technically coherent but operationally opaque. Decisions are described in abstract categories rather than the language used by the people who make them. Thresholds are copied from a previous group structure or set by reference to turnover rather than risk. Escalation routes assume that everyone knows who in the centre owns a question and how quickly an answer is required.

Three failure points recur.

First, thresholds are set too low. A low financial limit may appear prudent, but it can push routine operational decisions into group committees. Subsidiary managers learn to route small matters upward because the framework offers no safe local discretion. The centre becomes a bottleneck, and the framework is quietly bypassed through informal approvals or retrospective ratification.

Second, escalation routes are unclear. A line that says a matter should be referred to group is not an escalation route. It does not name the accountable role, the information required, the expected response time or the fallback if no decision is given. In practice, escalations follow personal networks. That may work, but it is not evidence of a controlled framework.

Third, subsidiary boards are unsure where their mandate ends. A local board has statutory duties and local accountability, but it may also be subject to group reserved matters and policy requirements. If the boundary is expressed only as subject to group approval, local directors cannot tell which decisions they own, which they must take jointly and which require formal consent. The framework then becomes something to check after a decision rather than a guide before it.

Make the framework speak in decisions

A useful authority framework is not a legal treatise. It is a decision register. Each entry should name the decision in plain terms, identify the accountable role, state the threshold or condition, set out the escalation route and note the evidence expected. The test is simple: could a newly appointed subsidiary finance director use it to decide whether to proceed, consult or seek approval without asking a colleague?

That means moving beyond financial limits alone. Some decisions should be governed by value, but others are better governed by risk: a contract with a regulated counterparty, a cyber incident response, a settlement with a customer, a change to a regulated process or the appointment of a key person. A group may choose to set a lower threshold for decisions that carry reputational or regulatory consequences, even where the financial value is modest.

The framework should also distinguish between reserved matters, local discretion and joint decisions. Reserved matters belong to the group board. Local discretion belongs to the subsidiary board or management within stated limits. Joint decisions require both local and group involvement. This three-part structure is often clearer than a single ladder of financial approvals, because it reflects how groups actually allocate authority across legal entities.

A simple annual recalibration cycle

The most practical way to keep authority aligned is to review it annually, with trigger points between reviews. The purpose is not to rewrite the document each year but to test whether it still describes the group.

Start with evidence rather than theory. Ask each subsidiary and central function to provide a sample of decisions taken over the past twelve months. Include approvals, exceptions, delays and near misses. Look for patterns: decisions repeatedly escalated because the threshold is too low; decisions taken locally that should have been reserved; escalations that took too long; matters that required group input but were not recognised as such. A small sample can reveal more than a lengthy policy debate.

Next, test the findings against the group risk appetite. For each recurring issue, ask whether the current authority reflects the actual impact and likelihood of the decision. A low-value contract with a critical supplier might merit group oversight because of operational dependency. A higher-value purchase of standard equipment might not. The framework should reflect those distinctions rather than treating all spending as equivalent.

Then refresh the decision register. Update thresholds, reserved matters, escalation routes and role names. Record the rationale for material changes so that future reviewers understand why the group chose a particular boundary. Keep the published version concise. A short decision register by role, supported by a more detailed schedule where necessary, is more likely to be used than a single exhaustive matrix.

Finally, embed the framework in routine governance. Include it in induction for new directors and senior managers. Reference it in board papers when approvals are sought. Ask internal audit or the risk function to sample compliance with it. The company secretary or group general counsel should own the review, but the content should be tested with the people who make the decisions.

Between annual reviews

An annual cycle is necessary but not sufficient. Groups change between reviews. An acquisition, a reorganisation, a new regulatory requirement or a material incident should trigger an interim check. The question is not whether the framework is formally valid, but whether it still gives decision-makers a clear and practical route through the group.

Delegated authority works when it is treated as an operating instrument rather than a filing obligation. The signature may belong to someone else, but the clarity of the decision should belong to everyone who needs it. A framework that is reviewed, tested and written in the language of decisions will earn its place in the governance calendar. One that is not will continue to be approved, filed and quietly ignored.