Electronic approvals and signatures on documents needed in a procurement process are not new, but there are more questions now that so many of us are working from home.
This blog is about internal documents used during a procurement process and not contracts with external parties or formal documents such as wills. You should certainly seek legal advice about any documents intended to be legally enforceable.
Many approvals can be given electronically, but you need to ensure that evidence of the approval is obtained and retained for audit purposes.
If your organisation has electronic approvals software or guidelines for electronic approvals, you should follow those processes.
However, sometimes it is not possible to access work software from home or your organisation may not have electronic approval processes. What then? What follows is general information on how approvals may be given.
You could give electronic approval by using an electronic signature (or e-signature) or a digital signature. An e-signature is a signature used on an electronic document or transmission. E-signatures are generally recognised under Australian and international law as having the same effect as handwritten signatures, subject to some qualifications.
An e-signature on an electronic document is meant to be as good as a handwritten signature on a paper document. There are many ways you can provide an e-signature using various technologies. For example you could:
- type your name in an email from your account or use a generic email signature
- hand write your signature onto a hardcopy document and then scan or photograph it to create a digital document
- use an existing scanned image of your handwritten signature on an electronic version of a document
- use a digital pen or even your finger to manually sign on a touch screen device
- use software that applies signatures. E.g. free software such as Adobe Reader DC allows you to fill in and sign PDF forms in various ways.
- type your name and then click ‘accept’ to agree to terms and conditions on a website or to complete a conflict of Interest declaration.
Some of those approaches – like emails and scanned signatures – are regarded as not being secure although in practice it may not be very different to signing by hand and emailing a scan of the document.
You could also use a digital signature, which is a unique and unforgeable identifier in an electronic document.
Whatever process is used there needs to be an audit trail. You must be able to prove who gave the agreement/approval and when the agreement/approval took place. If you use an email to indicate your agreement or to give approval, that email should be saved with the electronic document to provide an audit trail. For example, the email could be converted to a PDF and attached to the document or it could be included with the original document in a ZIP file. At the moment, there is a lot of focus on convenient work-arounds but in the future the focus will be on records so we recommend considering the ease of administration when agreeing on the work-arounds.
Where warranted, you should obtain internal approvals for the approach you intend to use. That is because electronic approvals vary in their strength and there may be legislation that could restrict your ability to use electronic authorisation. If the document is described as a deed, some formality may be important – similarly if the document is intended to be legally enforceable, it will be important to ensure it is properly executed, even though this may be cumbersome during the lock-down period. On the other hand, a conflict of interest disclosure letter in the form commonly used by VPS employees, could be just as effective if the information fields are completed and the person’s name is typed in where the signature would usually appear. Where a conflict of interest form provides for a witness signature but that’s not possible during the lock-down, it may be acceptable to complete the information fields and indicate “Witness Not Available” in the place provided for the witness signature. If necessary, signatures can be applied later. Wherever possible, standard signing and approvals processes should always be followed but where that is not feasible and the document is primarily for internal and information purposes, the signature itself is not critical and work-arounds may be acceptable as a reasonable COVID-19 compromise.
Electronic approvals are possible from home – the more important the approval required, the more robust the electronic signature or approval process should be. Consider convenient work-arounds where that is appropriate. Don’t forget the importance of the audit trail and administrative convenience of the option you choose.
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A participant in the UN Global Compact, CourtHeath seeks to raise awareness about the Sustainable Development Goals and the principles of the Global Compact with business and government organisations in Victoria.
See Uniting Business to respond to COVID-19 outbreak for the UN Global Compact's response to the global pandemic.
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IMAGE: CourtHeath Consulting
Written by Phillip Weiss and Pauline Bernard
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