Cohiva Quorum

Delegations register template

In short

A delegations register records the powers a board has delegated under section 198D of the Corporations Act, to whom they are delegated, and the scope, limits, conditions, and reporting arrangements that attach to each delegation. It gives directors a single place to see what authority sits with committees, individual directors, the chief executive, or others, and supports the board in overseeing how delegated powers are used.

Delegations register template

A delegations register is the board's record of every power it has delegated and the terms on which that power may be exercised. Section 198D of the Corporations Act allows a board to delegate any of its powers to a committee of directors, a single director, an employee of the company, or any other person, unless the constitution provides otherwise. Because the board remains accountable for how delegated powers are used, a clear register helps directors keep track of what has been handed out, to whom, and within what limits.

What the register is for

The register turns scattered board resolutions into one structured view of delegated authority. Without it, delegations live in old minutes and are easily forgotten, which makes oversight difficult and increases the risk that someone acts beyond the authority the board actually granted. A maintained register lets the board confirm that delegations are current, that financial and signing limits are appropriate, and that the people relying on a delegation can point to its source. It also makes review straightforward when responsibilities change or a delegate leaves.

What to include

A practical delegations register captures the following for each delegation:

- Delegation reference or number, for easy cross-referencing in minutes and policies. - Date the delegation was made and the date it takes effect. - Source of authority, including the board resolution date and any constitutional provision relied on. - The power or function delegated, described plainly (for example, approving operating expenditure or signing routine contracts). - Delegate, being the committee, director, officer, role, or other person who holds the power. - Scope and any financial limit, such as a dollar threshold or category of transaction. - Conditions and exclusions, including matters reserved to the board and approvals that cannot be sub-delegated. - Reporting requirements, covering what the delegate must report back and how often. - Review date and status, so lapsed or superseded delegations are visible.

How to use it

Create or update an entry whenever the board passes a resolution that delegates a power, and link the entry to the relevant minute. Review the whole register on a regular cadence, for example at least annually and whenever a delegate changes role, so that limits stay current and obsolete delegations are closed out. Treat the register as the authoritative reference: if a delegate is unsure whether they can act, the register and its underlying resolution should answer the question. Reserve certain matters to the board itself and record those reservations clearly so the boundary between delegated and retained authority is never ambiguous.

Common mistakes

The most frequent problem is a register that is set up once and never maintained, so it no longer reflects what the board has actually delegated. Others include vague descriptions of the power that leave the scope open to interpretation, missing financial limits, no stated reporting line back to the board, and delegations recorded to a named individual who has since left rather than to a role. Boards also sometimes overlook that the constitution may restrict or exclude a delegation, so the source of authority should always be checked against the constitution. Finally, failing to record review dates means stale delegations accumulate unnoticed.

How Quorum helps

Cohiva Quorum keeps your delegations register alongside the board resolutions that create each delegation, so every entry links back to the minute that authorised it. It tracks scope, limits, conditions, and review dates, and can prompt the board when a delegation is due for review so stale authority does not accumulate. Quorum helps you comply and supports your obligations; the entity and its officers remain responsible for compliance.

Part of the Cohiva platform

Cohiva Quorum is part of the Cohiva platform at https://www.cohiva.com. When a delegation instrument needs a signature, you can send it through Cohiva Sign for e-signatures and the signed document flows back into the minute book against the relevant register entry.

Frequently asked questions

What law allows a board to delegate its powers?
Section 198D of the Corporations Act allows a board to delegate any of its powers to a committee of directors, a single director, an employee, or another person, unless the company's constitution provides otherwise.
Does delegating a power remove the board's responsibility?
No. The board remains accountable for how delegated powers are exercised, which is why recording scope, limits, and reporting back in a register matters.
How often should a delegations register be reviewed?
Review it on a regular cadence, for example at least annually and whenever a delegate changes role, so limits stay current and lapsed delegations are closed out.
Should delegations be recorded to a person or a role?
Recording delegations against a role rather than a named individual helps the register stay accurate when people change positions, though the resolution should make the intended scope clear.
© 2026 Cohiva Quorum. Quorum helps you comply and enhances governance; the entity and its officers remain responsible for compliance.