AUTISM SPEAKS

Signing Authority Policy

1 Commitment Approval and Authorization...... 1-1

1.1 Positions with Approval Authorityand Commitment Limits...... 1-1

1.2 Supplemental Approval Requirements...... 1-2

1.3 TransactionAuthority...... 1-3

1.4 Delegation of Approval Authority...... 1-3

1.5 Expense Report, Travel Advance,or Staff Reimbursements...... 1-3

1.6 Adjusting Transactions...... 1-3

1.7 Electronic Approvals...... 1-3

Signature Authorization /Cancellation Form...... 1-3

1 COMMITMENTAPPROVALANDAUTHORIZATION

AutismSpeaks(AS)hasestablishedlimitsforfinancialcommitments,whichauthorizecertainemployees acting on AS’s behalf, to incur expenditures and/or obligate AS to future financial commitments (which mayincludethereceiptof funds). Allbusinesscommitmentsmustbepre-approvedinaccordancewith the authorization levels listed in the following table. Non-budgeted business expenditures require the additionalapprovaloftheCFO,President, COOor Board,dependingupontheamountoftheunbudgeted expense as indicated below in Table 1.2.

1.1 POSITIONS WITH APPROVAL AUTHORITYANDCOMMITMENTLIMITS

The maximum approval authorities that maybe assigned by managementto staff are:

Position/Grade / Commitment Limit*
Directors, Managers,
Note:MinimumGrade7 / $5,000
Sr. Regional Directors, Executive Directors, Sr. Directors, Sr.Advisors, Controller
Note:MinimumGrade9 / $15,000
Vice Presidents, Sr. Vice Presidents,
Executive Vice Presidents
Note:MinimumGrade11 / $ 25,000
Corporate Officer, Vice Presidents, Sr.
Vice Presidents, Executive Vice Presidents, CFO, Chief Strategy/Development
Note:MinimumGrade14 / $50,000
President, COO and Board of Directors / No Limit**

* May only approvebudgeted expenditures (within departmental area ofresponsibility) as approved by

the Board.

** The President, COO, Board of Directors and Executive Committee, acting on behalf of the full Board, may approve unbudgeted expenses.

Thisschedulemaynotbecircumvented.Forexample,purchasesorpaymentsmaynotbesplitinorderto reducethelevelofapproval.Commitmentsorauthorizationsshouldnotbe madeifthecumulativeeffect wouldresultinoverspendingavailablerestricteddonorfundsorallocations unless specifically approved by the President or CFO.

Theapprovalauthorityforaone-timepurchaseis determinedbycomparing thetotalamountofthe purchasetothetableabove.Approvalauthorityforanexpenditurethatincludesfutureperiodicpayments (as in a consulting agreement, lease, or other termagreements and contracts) should be determined based onthetotalamountofthecommitment.Forexample,ifacommitmentismadetoleaseequipmentforsix monthsat$2,500permonth,theamountofthecommitmentwouldbe$15,000(sixx$2,500).Therefore,

$15,000istheamountthatshouldbeconsideredwith respecttotable1.1aboveandtable1.2below. Approvalofnon-cashrevenueandexpenses(suchaswrite-offsofreceivables, recordingthevalueof donated assets, services and merchandise) follows the same approval authority.

While the approval matrix illustrates the signing authorization limits of various positions, the

authorizationshallbesubjecttoprovisionsofgrantagreementsandapprovedbudgetsandshallalsobe subject to compliance with any restrictions that AS or its donors may impose fromtimeto time.

SamplesignaturesofthosestaffthatmanagementmayauthorizetocommitASmustbeprovidedto

Accounting via the Signature Authorization / Cancellation Form.

1.2SUPPLEMENTAL APPROVAL REQUIREMENTS FOR VARYING TYPESOF COMMITMENTS

Additionalapprovalsarerequiredwhenanycommitmentinvolvescertainspecificexpenditures/receipts

US$5,000 and above, unless specifically noted otherwise:

Commitment Description / Additional Approval Required
Auditors / Board ofDirectors, Audit Committee
and/or CFO
Banking and investments / CFO
Business advisors, fellows and other consultants and contracts. / COO, CFO and Operating Committee member
Computer hardware and software, and information
technology consulting services–capitalizedatUS$1,000 or greater. / CIO
Debt payments / CFO
Donorrestrictedgrants,contracts,agreementsandawards
(including government grants and awards) / CFO and/or Chief Strategy and Development Officer; ChiefScience Officer or EVP, Program and Services
AutismSpeaks issued grants and awards / Board of Directors and Chief Science
Officer or EVP, Program and Services
Federal, state and local taxes, tax filings and fees
including:
¾ payroll taxes
¾ propertyandsalestaxes
¾ state licensing and registrations / Controller and/or CFO CFO
CFO
Leases, storage facilities, realestateandleasehold
improvement related expenditures, at any US$ amount / CFO, Facilities Managerand outside legal
counsel
Legal services / CFO and/or Operating Committee member
Office equipment, furniture and fixtures- capitalized at
US$1,000 or greater / COO and CFO and Facilities Manager
Corporateinsurancepoliciesotherthanemployeebenefits
insurance, at any US$ amount / CFO
Product development agreements / ChiefScienceOfficerorEVP,Programand Services, VP, Translational Research, and outsidelegalcounsel
Public relations / EVP, Strategic Communications
Publishing/copyright / EVP, Strategic Communications and
outsidelegalcounsel
Royalties / CFO and ChiefStrategy and Development
Officer
Commitment Description / Additional Approval Required
Legal settlements, waivers, releases / COO, CFO and outside legal counsel
Human Resources:
President and key senior executive employment contracts / Chairman of the Board, President, CFO,
ChiefHumanResourcesOfficerandoutside legal counsel
Hiring staff (regular status and temporary; F/T and P/T) / COO, CFO and OC Manager (refer to Personnel Requisition for additionalsignatures)
Contracts/Consulting Agreements (non-employment
contracts) / COO, CFO, OC Manager and Hiring Manager
Employee benefits:
¾ 401(k) Savings & Retirement Plan
¾ Health, Dental, Life andDisabilityInsurance / CFO, Chief Human Resources
Officer and HR Director

1.3 TRANSACTION AUTHORITY

Transaction authority refers to the approval of payments to consultants, vendors, subcontractors, taxing authorities, landlords and staff under existing contractual relationships, as well as the authorization of transfersofassets.Oncecommitmentauthorityhasbeenreceived,transactionauthoritymaybeprovided forpaymentbystaffwiththeappropriatefirsthand knowledgeoftheservicesprovidedormerchandise received.Transactionauthorityconfirmsthatgoodsorserviceshavebeenreceivedinaccordancewiththe commitmentmade by/with AS, and all invoice totals are correct and accurate.

1.4 DELEGATION OF APPROVALAUTHORITY

Duringperiodsoftravelandabsencetemporaryapprovalauthoritymaybedelegated,if necessary,toa colleagueordirectsubordinate.Withwritten directionofanauthorized signerlistedabove,anemployee maysubstituteforanauthorizedsignerasfollows:“JoeSmith,Manager,forJaneDoe,VicePresident.”If an authorized signer wishes to delegate his/her authority for a period of time (longer than two weeks), noticemustbeprovidedtotheCFO,Controller,andAccountsPayablestaffofthelonger-termdelegation in writing.

1.5 EXPENSE REPORT AND STAFF REIMBURSEMENTAPPROVALS

Thosewithsigningauthoritymaynotauthorizereimbursementof expensereports,traveladvancesor otherreimbursementstothemselves.Supervisorapprovalisrequiredforallreimbursementsmadepayable to staff directly.

1.6 ADJUSTING TRANSACTIONS

Adjustingentriestoanydonordatabaseortheaccountingsystem includingwrite-offentriesfor uncollectiblereceivablesandpledgesmustbeauthorizedinaccordancewiththesigningauthority matrix (SeeSection1.1).Thecodingontheoriginalsupportingdocumentationmustalsobeupdated,andwhere appropriate,adjustmentsexplained.

1.7 ELECTRONIC APPROVALS

Approvaloffinancialcommitmentsmaybeprovidedelectronicallybutthe electronicrequestmust includethesamespecificdetails(description,coding, amounts,etc.)includedontheexpense,travelor reimbursementrequest.Ahardcopyoftheelectronicapprovalmustbeattachedtothepaymentrequestor expense report.

Autism Speaks

Signature Authorization / Cancellation

A signature authorization remains in effect until cancelled. When a person’s authorized status ends or changes, the person’s supervisoris responsible for updating that status by use of this form.

Add a new Signature to the file Delete a signature fromthe file due to resignation,etc.

Record a change in department, grade, authority level

Recordachangeinname(indicateformername here):

Effective Date (mm/dd/yyyy) Project(s)

Name (Last,First, MI) Grade Title

Department(s) Office Location/Region

Signature Specimen (as it will appear on AS Documents)

Restrictions (if any):

The signing authority of this person is restricted to the following codes or transactiontype(s):

Project(s) Department(s)

ProgramRestriction(s):

Other Restrictions (e.g. reductionin authority level $ value):

Supervisor’s Approval:

Select
Signature / Grade / Title
Name (Last, First MI) / Date

Forward completedform to Controllerand retaina copyinyourfiles