A document authoring / execution policy is a set of guidelines and rules governing the creation, management, and execution of documents within an organization.

A well-organized contracting function must have a clearly documented and articulated policy and procedure regarding who can author, amend, and execute contract documentation.

The Doc. Authoring / Execution asset sits alongside the Legal Department Operation Authority and overall organizational Delegation of Authority (and/or other such equivalent ‘authority’ policies in an organization). 

These authority policies define who is legally authorised and empowered to ‘bind’ the business in commercial contracts, and who is authorised to make changes to contracts with third parties.

The content of the Doc. Authoring / Execution Policy must reflect the internal policies and procedures of the organisation to which it relates, however, we would expect to see the following basic infrastructure:

Document Authoring

◼️ Part 1 –Standards: guidance around contract form, template, structure, content and house-style

◼️ Part 2 – Edit & Amendment: define who can edit and what tools (e.g. clause banks) to be used

◼️ Part 3 – Version Control: rules to track changes to contracts and capture edit history 

◼️ Part 4 – Approval Process: procedure for the review and approval of contracts prior to execution

◼️ Part 5 - Confidentiality: protocol to protect information, including access control and privacy

◼️ Part 6 - Compliance: flagging any specific regulatory or industry-specific requirements

Document Execution

◼️ Part 1 – Execution Procedure: how contracts are to be executed, implemented, stored, and accessed

◼️ Part 2 – Automation & Tools: specify what software or systems may be used to automate execution

◼️ Part 3 – User Roles and Responsibility: define who can execute, modify, and approve contracts 

◼️ Part 4 – Tracking & Audit: mechanisms for monitoring document execution, use, and change

◼️ Part 5 – Compliance: ensuring execution complies with all applicable regulatory formalities

◼️ Part 6 – Storage: outline procedure for the secure storage and retrieval of executed contracts

In GLS legal ops speak – the GLP CRE is considered both a “Foundational” and “Repeater” resource within the process ecosystem of an in-house legal team.

The Foundational Resource is a CRE that is responsible for determining the overall performance capabilities of a “critical” legal function. If it is not optimised, the function can never be optimised. 

A Repeater Resources is a CRE that is common to two or more “critical legal dept. functions”. Once optimised, this CRE can improve all critical legal functions in which it is comprised. 

The GLP is perhaps the best example of “the most critical” Foundational Resources. 

The best practice features of the Doc Authoring / Execution Policy are as follows: 

◼️ 80%: the policy should only seek to define what happens 80% of the time, not every time

◼️ Written: the policy must be documented – if it isn’t – then it is not a policy

◼️ Efficacy: the policy need not cover every conceivable scenario before it can be efficiently deployed

◼️ Clear Guidelines: implement style guides, standard templates, and formatting to ensure consistency

◼️ Edit & Amend: who can edit and amend contracts, in what circumstances, and what tools to be used

◼️ Approval & Review: establish a clear workflow for review/approval involving all relevant stakeholders

◼️ Checklists: implement checklists to ensure all necessary review/execution formalities are adhered to

◼️ Automation: use automated tools to streamline contract execution process and reduce manual error

◼️ Security & Confidentiality: clear dept./role-based access control for who can review/edit contracts 

◼️ Audit Trails: defined audit trails to track document access, revisions, change, and approvals

◼️ Monitoring: regularly monitor contract use and approval(s) to ensure compliance

◼️ Backup & Recovery: implement a reliable system for storage and retrieval of executed contracts

◼️ Endorsement: the policy will take its authority from Board endorsement

◼️ Short: the policy should be as short as possible to maintain its user usefulness

◼️ Training: provide regular training on contract review and execution process

The Doc. Authoring / Execution delivers the following value to the Business: 

◼️ Biz Enablement: the policy should deliver safe but effective “business enablement” (faster contracting)

◼️ Risk Management: the policy helps the Business avoid executing unapproved contracts 

◼️ Operational Clarity: helps deliver legal and compliance operational clarity – who can sign and when

◼️ Board Authority: helps maintain the integrity of delegated authority

◼️ Operational Efficiency: helps drive operational efficiency

◼️ Corporate Conduct: drives the highest levels of corporate governance and conduct

◼️ Legal Empowerment: the policy ensures the role of legal is empowered

The Doc. Authoring / Execution policy delivers the following value for the Legal Department:

◼️ Standardisation: creates uniformity of contract drafting and execution, improving comprehension 

◼️ Quality: helps ensure all contracts follow consistent style and structure thus reducing errors

◼️ Brand-Enhancing: quality contract paper improves reputation with third parties dealing with you

◼️ Faster: automates and standardises contract creation and execution processes speeding up workflow 

◼️ Increased Productivity: faster review and approvals process = faster contract review and execution

◼️ Cost Savings: improved/automated review and execution processes mean less resources and cost

◼️ Improved Compliance: standardised process and procedures leads to more compliant behaviour 

◼️ Morale: certainty over contract review and execution contributes to purposefulness and team morale 

The Document Authoring / Execution policy is essential for:

◼️ All Businesses: every business faces risk around the creation, use and execution of contracts

◼️ Legal Operations Teams: significant cost and resource savings can be derived

◼️ In-House Counsels: this is a ‘must-have’ for in-house lawyers as it says who can do what and when

◼️ Compliance Officers: a benchmark to measure the organisation is operating on approved contracts

◼️ Senior Management: properly empowers senior management to execute approved contracts 

A legal team operating without a Document Authoring / Execution policy will face a wide range of inefficiencies including:

◼️ Inconsistency: an inconsistent approach to contract review and execution 

◼️ Delegation: ineffective or no delegation of review/approval authority is a block to doing business

◼️ Time Cost: no policy around how to get contracts approved and executed means delays and time cost

◼️ Risk Costs: contracts that haven’t been properly reviewed, approved, and executed expose the business to unnecessary risk 

◼️ Tech Adoption: an impaired ability to embrace legal tech that relies on defined positions

◼️ Process Adoption: an inability to delegate workflows to established and approved processes

◼️ Training & Development: an impaired ability to train in relation to required positions 

◼️ Prioritization: impaired resource prioritisation capability due to unclear review and execution authority 

◼️ Morale: deteriorating team morale due to positional clarity and uncertainty over operating authorities 

◼️ Bottlenecking: increased risks of workflow bottlenecking with senior team members 

◼️ BU Co-operation: increased potential “border” skirmishes” with neighbouring business functions 

◼️ Housing: the Document Authoring / Execution policy should be housed electronically and subject to user access restrictions (no hard copies)

◼️ Legal Tech Configuration: the Document Authoring / Execution policy will be the basis upon which most legal tech applications will be configured (e.g. CLMS, MLM, A.I. Contract Review, Document Automation, etc)

◼️ Tech Policies: the Document Authoring / Execution policy will contain policies around information management, cyber security and Data protection, amongst other tech-enabled/related domains

◼️ Tech Strategy: the above-mentioned policies will impact, to varying degrees, the Business operational approach to ensure associated risks are maintained 

The GLS Knowledge Centre has a wealth of resources available for learning more about the importance of the Group Legal Policy and how you can effectively implement one - check out a few on the right.

The GLS Legal Operations Centre contains everything you need to effectively implement your own tailored Group Legal Policy in a cost-effective and timely manner. Check out the resources linked on the right. 

Also, feel free to contact GLS to book a consult to discuss your Group Legal Policy needs right here.