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KBR Proprietary Data

KBR MANAGEMENT
APPROVAL MATRIX
BP-GL-KBR-AF-001

30-Apr-05
Date

8.2
Rev

To reflect update
Comment

Approval Matrix for Q4 2005 04-30-05 Revision

DT, DN
By

JG, VW
Check

MM, JG, VW

Approve

KBR Proprietary Data

CONTENTS
1

INTRODUCTION

1.1

Purpose

1.2

Scope

1.3

Document Organization

1.4

Currency

1.5

Halliburton Policy

1.6

KBR Transaction Level of Authorization

DELEGATION LEVELS

2.1

Explanation of Authority Levels

2.2

Sponsors and Amendments

ACQUISITION TASKS

3.1
3.2

Bid Development
Prospect Marketing
Authorization for Pursuit and Pricing of Client Inquiries

8
8

3.3

Bid Expenses

3.4
3.5

Bid Approval
Proposal Pricing Approval
Contract Review and Signing

9, 10, & 11
12

3.6

Treasury
Bank Guarantees and Bonds

13

3.7

Foreign Exchange Exposure

13

3.8

Customer Credit

13

3.9

Approval of Financial Advisors

14

3.10

Approval of the Selection of Financing Providers

14

EXECUTION TASKS

15

4.1

Approval of Project Cost Estimates and Revisions

15

4.2

Requisition, Procurement, & Subcontract of Goods or Services

15, 16, & 17

4.3

Payment of Goods and Services

18

4.4

Settlement of Contract Claims

19

4.5

Project Change Order to an Executed Contract

19

4.6

Performance of Work for Existing Customers Where a

20

Change Order or Letter of Intent is Pending


4.7

Performance of Work for New Customers

20

4.8

Project Capital Expenditure

21

4.9

Receivable Write-off

21

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Treasury
4.10

Hedging Project Currency Exposure

21

4.11

Bank Guarantees and Bonds

22

4.12

Banking Services

22

4.13

Select House Banks and Arrange In-Country Banking Infrastructure

22

4.14

Arrange for Bank Credit Facilities or Arrange Bank Credit Facilities


for the Issuance of Bank Guarantees and Letters of Credit

23

4.15

Manage the Placement of all External Hedging Contracts

23

4.16

Bank Account Responsibility

23

SUPPORT TASKS

24

Human Resources
5.1

Hiring of Personnel

24

5.2

Base Pay Actions Outside the Focal Point Review Cycle

25

5.3

Hiring of Agency and Contract Workers for UK only

25

5.4

Approval of KBR Sign-On Bonus

25

5.5

Maximizing Value Added Performance (MVP) Program

26

5.6

Other Incentive Programs

26

5.7

Employment of Retired or Former Officers and


Employees as Consultants

27

5.8

Retention Bonus

27

5.9

Project Employee Incentive Plans

27

5.10

Employee Expense Claims

Travel and Entertainment Expenditure


28

5.11

Gifts to Clients

28

5.12

Entertainment & Events

29

5.13

Travel Cash Advances

29

5.14

Requisition of Computer Hardware and Software

Information Technology
And Other Related Information Technology Products & Services

30

Property, Plant and Equipment


5.15

Capital Expenditures

31

5.16

Sale or Disposal of Property, Plant and Equipment

32

5.17

Capital Lease Approval

32

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Other Approvals
5.18

Overhead Expenses

33

5.19

Use of Corporate Entertainment Facilities

33

5.20

Assignment of Corporate Travel Cards

34

5.21

Flight Upgrades

34

5.22

Entertainment/ Travel Including Guest

34

5.23

Seminars, Workshops, Conventions

34

5.24

Engaging Professional Services Contractors and Consultants

35

5.25

Employment of Former United States Government Officials

36

5.26

US Tax Payments/Non US Tax Payments

36

5.27

Benefit Payments

37

5.28

Real Estate Payments

37

5.29

Petty Cash

37

5.30

Special Purpose Cash Accounts

37

5.31

Engaging Professional Services of Independent Accounting Firms

38

CORPORATE TASKS

39

6.1

Equity Participation, Joint Venture, Acquisition Or Divestiture

39

6.2

Disposal of a Business

40

6.3

Creation or Liquidation of a Subsidiary Entity

40

6.4

Participation in Joint Ventures and Consortiums

40

6.5

Agreements With Commercial Agents


(Formally International Business Relationships, Including Agents)

41

6.6

Sensitive Transactions and Facilitating Payments

42

6.7

Political Contributions

43

6.8

Charitable Contributions

43

6.9

Commencement of Legal Action or Arbitration Proceedings

43

6.10

Parent Company Guarantees

44

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KBR Proprietary Data


Chapter 1

INTRODUCTION
1.1 PURPOSE
This Business Practice is a compilation of the authority levels held by the officers and managers of KBR. The authority
levels noted herein are established in one or more documents including the Halliburton Code of Business Conduct,
Halliburton Company and KBR Corporate Policies, board resolutions, or other company-adopted pronouncements (the
Base Documents). If there is any conflict between the provisions of the Base Documents and this compilation, the
provisions of the Base Documents will prevail. Where conflicts are found, please notify the Chief Accounting Officer
(CAO) or the Vice President of Finance.
Excluding those matters requiring the Chief Executive Officer (CEO) or the Board of Directors (BOD) approval, the
Halliburton Chief Operating Officer (COO) may wish to temporarily change the limits of authority noted in this manual
from time to time. The COO will do this by written notice to the individuals in the classifications affected, as well as to
their immediate superiors. Unless extended in writing or made permanent in an action in writing, these temporary grants
of authority automatically expire six months after the date of the written notice or as specified in the grant of authority,
whichever is shorter. Temporary grants of authority should be kept on file by the recipient through the end of the next
calendar year.

1.2 SCOPE
This matrix provides KBR management a reference document for transaction approvals consistent with Halliburton
Policies, Business Practices (as applicable), or effective business internal controls.

1.3 DOCUMENT ORGANIZATION


This KBR Management Approval Matrix document is divided into four sections:
--- Acquisition --- Execution --- Support --- Corporate-

This section deals with tasks related to acquiring work from customers.
This section includes tasks that are typically associated with work performance.
This section discusses a broad category of tasks that includes all aspects of support common to the
conduct of the business.
This section includes tasks that normally occur on a limited basis.

1.4 CURRENCY
Currency references in this manual are U.S. dollars. Non-U.S. locations should utilize the local currency equivalent based
upon exchange rates at the date of the transaction.

1.5 HALLIBURTON POLICY


References to relevant Halliburton and KBR Policies, Business Practices, and Procedures have been included in this
document and links established.
This document is posted on the KBR Connect/Accounting & Finance home page as the KBR Management Approval
Matrix.

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KBR Proprietary Data


1.6 KBR TRANSACTION LEVEL OF AUTHORIZATION
Transaction levels found below are divided between KBR non-project staff and KBR project staff. Level indicators
with an alpha followed by a numeric code are matched to a classification, which indicates the level of authority to
approve the activities referenced within the tables of this document.
Where a single approval level is indicated, it represents the minimal level of authorization
Managers and officers may delegate their authority to a lower level employee when on vacation or extended absence. This
delegation is to be in writing and should specify the dates that the delegation of authority is in effect. The notice of
temporary delegation should be sent to the applicable Division Controller or KBR Chief Accounting Officer (CAO).
For instances in which an employee reports to another employee of an equivalent level (e.g. vice president), the seniorlevel employee will designate the level of authorization for the subordinate employee. However, this authorization level
may not exceed the limits established for the level of the subordinate employee as set forth in this authorization matrix.
The Divisions and Corporate functions can identify names of employees in their organizations who are empowered to
approve based on classifications listed with the Level Indicators below.

KBR
Non-Project Staff
Level
Indicator
A
B
C

KBR
Project Staff

Classification

Level
Indicator

Classification

Halliburton Chairman, President & Chief


Executive Officer (CEO)
Halliburton Chief Financial Officer (CFO)/
General Counsel
Halliburton Chief Accounting Officer
(CAO)/ Treasurer/ VP Tax

A.1

Halliburton Chief Operating Officer (COO)


/ KBR Chief Financial Officer (CFO)

B.1

Chief Accounting Officer (CAO) / VP


Finance

C.1

All Other Executive Leadership Team


(ELT) Members

D.1

Vice President / Treasurer/ Director Tax

D.2

Vice President
(same approval as D.1)

E.1

Director / Corp. Assistant Controller/


Division Controller

E.2

Project Director or
Manager/General
Manager/Operations
Manager

F.1

Sr. Manager/ Assistant Treasurer

F.2

Sr. Manager/ Project


Construction Manager

G.1

Manager

G.2

Manager

H.1

Supervisor

H.2

Supervisor

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Chapter 2

DELEGATION LEVELS
2.1 EXPLANATION OF AUTHORITY LEVELS
Chapters 3 through 6 consist of tables showing the limits of authority for various tasks. Where more than one position is
shown as having the same limit of authority, each position has that individual authority.
A grant of authority carries with it the responsibility for following the processes and procedures required for the
activity as well as completing required documentation.
If there is no defined level of authority for a task, consult your supervisor to determine the required course of action.

2.2 SPONSORS AND AMENDMENTS


The KBR Chief Accounting Officer (CAO) and the Vice President of Finance are the joint owners of this document.
Questions or proposed amendments should be proposed to either owner.

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Chapter 3

ACQUISITION TASKS
BID DEVELOPMENT
Table 3.1 PROSPECT
MARKETING
Task description: To approve
marketing activities (that cannot
be allocated to a bid) against a
fixed marketing budget .

Level of delegation

Limit of authority

D.1 Sales & Marketing

Up to allocated budget.

VP Division

Table 3.2 AUTHORIZATION


FOR PURSUIT AND PRICING
OF CLIENT INQUIRIES

Limit of authority

Level of delegation

Task description: To authorize the


pursuit and pricing of a client
inquiry.

Refer to the KBR Sales Guidelines for specific guidance. In general,


the appropriate approval threshold depends on the magnitude and
commitment of the company. The identified approval levels are:

Regional Sales Director

Division IRC/PRC

KBR Executive IRC/PRC

Halliburton executive approval IRC/PRC

Halliburton Board

The level of required approval is set forth in the KBR Sales


Guidelines. Projects are classified as Small, Intermediate,
Integrated, Major, Large Major, Super Major.
The classification is determined by factors such as
-

Estimated revenue from the project

The Regional Sales Director can authorize up to 350 hours or $35,000


for work to define the strategy and proposal plan to present to the
appropriate IRC or as defined by the appropriate approved delegation
memo.
Applicable Company Policies include:
KBR Sales Guidelines
2101 Approval to Pursue Client Inquiries
2102 Inquiry Review Committee
2103 Pricing Review Committee

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Table 3.3 BID EXPENSES

Level of delegation

Limit of authority

Task description: To approve direct expenses


for a bid that is within the approved bid
budget.

E.1

Up to bid budget

F.1

$5,000 & below

Level of delegation

Limit of authority

Table 3.4 BID APPROVAL


PROPOSAL PRICING APPROVAL
Task description: To approve bid and proposal
pricing.

The appropriate approval is required before submitting any binding


price on any proposal. Depending on the size and type of proposal,
pricing approval is authorized by the appropriate approval body listed
in Tables 3.4 (a) E&C Division KBR Inquiry and Pricing
Authorization Levels and (b) G&I Division KBR Inquiry and
Pricing Authorization Levels below.
The appropriate approval level is determined by the factors
documented in 2103 Pricing Review Committee.

A.1and B.1 and B

Projects involving public or private financing or equity


participation require documented C-10 memo approval from the
KBR CAO and VP Finance prior to submission to the
Halliburton COO and CFO.
Applicable Company Policies include:
KBR Sales Guidelines
2101 Approval to Pursue Client Inquiries
2102 Inquiry Review Committee
2103 Pricing Review Committee

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ENERGY AND CHEMICALS Table 3.4 (a)
KBR INQUIRY and PRICING AUTHORIZATION LEVELS
Contract Revenue

Authorized Approval Body

2,3,4,5,6,7,8,9,10, 11

Fixed Price
(US$ million)
7

Reimbursable
(US$ million)

Regional
Director

Divisional
IRC/PRC

KBR Executive
IRC/PRC

Halliburton
Executive

Halliburton
Board

Super Major

> $ 250

> $ 250

A4

A4

Large Major

$ 100 to $ 250

$ 150 to $ 250

A3

A5

Major

> $ 25 to $ 100

> $ 50 to $ 150

A5

A5

> $ 1 to $ 25

> $ 5 to $ 50

A5

A5

<$1

<$5

Proposal Approval Level

Intermediate
Small

A5

1,9,10

R = Recommend
Note 1:

Note 2:
Note 3:
Note 4.
Note 5:
Note 6:
Note 7:
Note 8:
Note 9:
Note 10:
Note 11:

A = Approve

Specific prospects that require approval from E&C Sr. VP:


a. Prospects with unusual risks or contract terms
(e.g., unlimited soils risk, unlimited or large limits of liability, arbitration in a location that disadvantages KBR, first of a kind, etc.)
b. Pricing based on unit rates with quantity risks.
Cross-Division pursuits require Executive IRC/PRC.
Pricing approval of Fixed Price Large Majors >$100mm and reimbursable >$150mm requires review and approval of Halliburton CEO,
CFO, COO, and GC. Pricing review form C-10 will be utilized for review.
Pricing approval of Fixed Price and Reimbursable Super Majors >$250mm requires review and approval of the Halliburton Board.
Pricing review form C-10 will be utilized for review.
Pricing all projects with equity participation, third party financing, acquisitions or divestitures < $25mm require Halliburton CEO, CFO,
COO and GC approval as a minimum. All projects > $25mm require Halliburton board approval.
For purposes of this Approval Level chart, Fixed Price includes Lump Sum, Guaranteed Maximum Price, Unit Price or Target Price,
which could lead to penalties.
Prospects involving any proprietary or licensed KBR technology require approval of the VP Technology.
Approvals for Joint Ventures and KBR Parent Company Guarantees require review and approval of Exec IRC/PRC. Approvals for
Halliburton Company Parent Company Guarantees require review and approval by Halliburton COO, CAO and CFO.
Separate memos describe specific Delegation of Sales Authority as appropriate for each region. Consult with Director Sales
Administration for current delegation memo.
Small pursuits relating to projects that may eventually grow into larger projects (Intermediate, Major or Large Major) require approval at
either the E&C IRC/PRC level or the Executive IRC/PRC level, dependent upon the anticipated ultimate size of the project.
Non-binding and indicative cost estimates for projects that may eventually become Major or Large Major prospects require sign-off
approval by the E&C Sr. VP and VP Sales & Marketing prior to submission to the client.
APPROVAL TABLE 2101
October 2005

E&C Divisional IRC/PRC Quorum


Legal - Andrew Farley
Sales - Bhaskar Patel
A&F Mike Kershaw
Business Unit/ Market Sectors - Dennis Calton, Chris
Rhine, David Zimmerman, John Rose, Emory Pylant
Technology Tim Challand
Sr VP E&C Lou Pucher

Executive IRC/PRC Quorum


Halliburton COO Andy Lane
VP Finance- Van Welch
Legal - Jim Lehmann
Sr. VP E&C - Lou Pucher
*Cross-Division opportunity includes Sr. VP G&I Bruce Stanski
Sales Bhaskar Patel

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Government & Infrastructure Table 3.4 (b)
KBR INQUIRY and PRICING AUTHORIZATION LEVELS
Authorized Approval Body3,8,9

Contract Revenue
Proposal Approval Level

Fixed Price
(US$ million) 7

Reimbursable
(US$ million)1

Tenet
IRC/PRC10

G&I
IRC/PRC6

KBR
Executive
IRC/PRC1,6

HAL CEO,
COO, CFO,
GC6

Integrated ESG / KBR or


G&I / E&C

> $ 10

> $ 50

R5

Super Major
Large Major

> $250
>$100 to $250

> $250

>$150 to $250

Major

>$25 to $100

>$50 t0 $150

Intermediate

$1 to $25

$5 to $50

Small

< $1

10

< $5

10

2, 11

HAL
BOARD6

A13

R = Recommend A = Approve

Note 1:

Pricing of prospects that involve KBR margin with less than full recovery of Division and Corporate OH requires Halliburton COO approval.

Note 2:

Note 3:

Specific prospects that require G&I IRC/PRC Authorization:


a. Prospects with unusual risks or contract terms
(e.g., unlimited soils risk, unlimited or large limits of liability, arbitration in a location that disadvantages KBR, first of a kind, etc.)
b. Pricing based on unit rates with quantity risks.
Cross-Division pursuits require Executive IRC/PRC.

Note 4:

Requires approval and sign-off of Halliburton COO. Pricing Review Form C-10 will be utilized for review.

Note 5:

Requires approval by Exec. VP G&I or delegated authority.

Note 6:

Development Prospects involving KBR equity participation require involvement and prior approval of the VP Strategy & Project
Development before the pricing review with the Executive IRC/PRC. Pricing all projects with equity participation or third party financing
require Halliburton CEO, COO, CFO and GC approval. Projects >$25MM equity require Halliburton Board approval.
For purposes of this Approval Level chart, Fixed Price includes Lump Sum, Guaranteed Maximum Price, Unit Price or Target Price which
could lead to penalties.
Prospects involving any proprietary or licensed KBR technology require approval of the VP Technology. Prospects involving public/private
financing initiatives, project development/commercial & portfolio management, require the approval of the VP Strategy & Project
Development.
Approvals for Joint Ventures and KBR Parent Company Guarantees require review and approval of Exec IRC/PRC. Approvals for
Halliburton Parent Company Guarantees require review and approval by Halliburton COO, CAO, and CFO.
Small proposals may be reviewed and approved by Tenet IRC/PRCs or submitted directly to the G&I IRC/PRC for review and approval.
Tenet IRC/PRC Quorum membership and maximum approval levels will be established in Delegation Memoranda signed by the G&I Exec.
VP. Copies of the current Delegation Memoranda will be kept on file by the G&I Sales Manager.
Pursuits relating to projects that may eventually grow into larger projects (i.e. move to a higher Proposal Approval Level) require approval by
the body appropriate to the anticipated ultimate size of the project.
Non-binding and indicative cost estimates for projects that may eventually become Major or larger prospects require sign-off approval by the
Exec. VP G&I and the Sr. VP Communications, Government & Customer Affairs prior to submission to the client.
Halliburton CEO will determine when Halliburton Board approval is required.

Note 7:
Note 8:

Note 9:
Note 10:

Note 11:
Note 12:
Note 13:

APPROVAL TABLE 2101 October 2005

G&I IRC/PRC Quorum


EVP G&I Bruce Stanski (As required)
Ops: SVP D&C Lou Martinez or SVP O&M Bob Herndon or SVP
CHOPS Joe Cosumano or VP E&A Gordon Bryden or VP Maritime
BC Liew or VP APAC Geoff Peattie

Executive IRC/PRC Quorum (G&I Led Pursuits)


Halliburton COO Andy Lane
EVP G&I Bruce Stanski
*Cross-Division opportunity includes SVP E&C Lou Pucher
SVP Legal - Jim Lehmann
SVP Comms, Govt & Customer Affairs Bill Bodie
VP Finance Van Welch

SVP Comms, Govt & Customer Affairs Bill Bodie


VP Legal & Contracts Admin. - Chris Heinrich,
VP Finance Bill Walter
VP Strat & Proj Mgmt SeMing Hung (As required see notes 6&8)

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Table 3.5 CONTRACT REVIEW
AND SIGNING
a) Task description: To execute a contract or
a document that imposes legal
obligations on the Company.
Contract pricing limits of authority
must be in accordance with the
applicable Tables 3.4 (a) or (b)
above.

Level of delegation Limit of authority


D.1 and Law Dept.

The appropriate Division VP reviews and executes contracts.


Law Department approval of all legal documents is required,
including, but not limited to, any contract, subcontract, bidrelated contracts, letter of intent, letter agreement, engagement
letter for consultants, secrecy agreement, employment contract,
nondisclosure agreements, teaming agreement, memorandum of
understanding, intellectual property agreement, agency
agreement, joint venture agreement, shareholder agreement, or
any other document that imposes legal obligations on the
Company, including contracts for the purchase of goods and
services for the Companys internal use. Law Department
approval is signified by the authorized lawyer initialling the
document or otherwise furnishing written approval.

D.1 and Law Dept.

b) Task description: To delegate power of


attorney privileges.

May sign contracts once prescribed approval is obtained from the


lawyer assigned to the matter by the Law Department.
Delegation must be in writing.
Applicable Company Policies include:
4-11190 Risk Management Participation in Proposal and
Contract Review

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TREASURY
Table 3.6 BANK GUARANTEES AND
BONDS
Task description: To provide the offer of bank
guarantees or surety bonds for a bid.

Level of delegation

Limit of authority

D.1 Treasurer or
F.1 Assistant
Treasurer

All bank guarantees


Specific wordings included in any bid must be approved by
Treasurers office. These include bid, advance payment,
performance, and retention guarantees.
All surety bonds require approval by either the Treasurer or
Assistant Treasurer followed by the Treasury Department issuing
the request to the Insurance Department.
3-0250 Parent Company Guarantees

Table 3.7 FOREIGN EXCHANGE


EXPOSURE
Task description: To commit to a currency
exposure in a bid submission, or receive
revenue or incur cost in non-traded
currency.

Level of delegation

Limit of authority

D.1 Treasurer

Over $50 million in traded currencies and over $10 million in non traded currencies.

F.1 Assistant
Treasurer

Up to $50 million in traded currencies and up to $10 million in nontraded currencies.

G.1 Sr. Treasury


Analyst

Up to $10 million in traded currencies and up to $1 million in nontraded currencies.


Applicable Company Policies include:
3-0221 Foreign Currency Translation of International Operations
3-0240 Exposure Management
3-9009 Financial Derivatives
BP-GL-KBR-GL-AF-090, Translation of Foreign Currency Financial
Statements

Table 3.8 CUSTOMER CREDIT

Level of delegation

Limit of authority

Task description: To approve the level of


credit to be granted to a prospective
customer.

B.1 KBR CAO or


VP Finance

Over $3,000,000

D.1 Treasurer

Up to $3,000,000

F.1 Assistant
Treasurer

Up to $2,000,000

Senior Credit
Analyst

Up to $250,000

Credit limit requested by the Division should not exceed the value of
the contract.
Work performed for the U.S., U.K., or Australian government
agencies do not require credit approval.

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Table 3.9 APPROVAL OF
FINANCIAL ADVISORS

Level of delegation

Limit of authority

Task description: To approve financial


advisors for projects or financial
transactions in which KBR is involved.

B Halliburton CFO
and General Counsel

All relationships with third party financial advisors exceeding


$500,000.

B.1 KBR CAO or


VP Finance and C.1
Law Dept and D.1
Treasurer and
Director Tax

All relationships with third party financial advisors relating to specific


projects or specific transaction that include fees to such advisors, not
exceeding $500,000 and subject to the Limit of Authority in Table 4.2
below.

The engagement of outside accounting firms to provide accounting


advisory services for projects or financial transactions in which KBR
is involved requires the prior approval from the KBR CAO,
Halliburton CAO, CFO, and the Audit Committee. Audit services of
any kind that are provided by a firm also require approval from the
Audit Committee.
Applicable Company Policies include:
3-0007 Code of Business Conduct Policy
3-0213 Services of Independent Accountants
3-0503 Engagement of Former Executives as Independent Contractors
or Consultants

Table 3.10 APPROVAL OF THE


SELECTION OF FINANCING
PROVIDERS

Level of delegation

Limit of authority

Task description: To approve providers of


debt and equity finance.

B Halliburton CFO
and General Counsel

Relationships with third party financial providers whose fees exceed


$500,000.

B.1 KBR CAO or


VP Finance and C.1
Law Dept and D.1
Treasurer and
Director Tax

All relationships with third party financial providers relating to specific


projects or specific transactions that include fees to such providers, not
exceeding $500,000.

Applicable Company Policies include:


3-0007 Code of Business Conduct Policy
3-0240 Exposure Management
3-0503 Engagement of Former Executives as Independent Contractors
or Consultants
3-1524 Bank Account and Other Banking Products and Services Policy
3-9009 Financial Derivatives
4-12349 Financial Derivatives
4-12351 External and Intercompany Hedges

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Chapter 4

EXECUTION TASKS
Table 4.1 APPROVAL OF PROJECT
COST ESTIMATES AND REVISIONS

Level of delegation

Limit of authority

Task description: To approve project cost


estimates and revisions.

E.2 Project Director


or General Manager

Agreement of project cost estimates and forecasts at monthly Project


Status Reviews or Quarterly Project Financial reviews must be
obtained prior to approval. Applicable Company Policies include:
E&C - Project Management Desk Manual PMDM-4220 Project
Meetings
G&I Project Management Desk Manual Project Meetings

Table 4.2 REQUISITION,


PROCUREMENT, AND SUBCONTRACT
OF GOODS OR SERVICES

Level of delegation

Requisition
a) Task description: To approve requisitions for
non-project expenses.

Limit of authority

See Table 5.18, Overhead Expenses for payment of non-project


items. Refer to Table 5.14 Requisition of Computer Hardware and
Software and Other Related Information Technology Products &
Services for purchases of computer hardware, software, or other IT
purchases.

b) Task description: To approve requisitions


issued on projects.

See Table 4.3 Payment of Goods and Services for Limit of Authority
for project items. Limits of authority for project managers or
authorized designees are in accordance with the approved project
control budget. If the expenditure is in excess of the project control
budget, the project managers will arrange for the budget to be
increased in accordance with documented procedures established by
the project and /or client contract.

Procurement/Subcontract
a) Task description: To make purchase order,
subcontract, and project and non-project
commitments on behalf of the company and
/ or its clients.

Limited to the written authority pursuant to the Procurement and


Subcontract Matrix Signatory Authority Limits shown below in
Table 4.2. The authority is delegated by the Divisions Procurement
or Subcontract VP by letter of authority to each procurement or
subcontract employee. Standard form contracts such as pre-approved
purchase orders and subcontract form contracts do not require a
separate Law Department approval if they are not modified. Nonstandard purchase order and subcontract form documents require
Law Department approval as described in Table 3.5 Contract Review
and Signing.

b) Task description: Single and sole sourcing.

To be in accordance with the requirements contained in the


Procurement work methods and KBR Policies & Procedures Manual.

c) Task description: Use of company Procurement


card program.

To be in accordance with the requirements contained with the


applicable KBR Corporate Procurement Card Users Guide. To
obtain a corporate procurement card, contact KBR Corporate
Procurement.

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KBR Proprietary Data


Table 4.2 Continued
PROCUREMENT /SUBCONTRACT
MATRIX

Level of delegation

Limit of authority

A.1

Halliburton COO Unlimited

C.1

Senior Vice President responsible for E&C - $250,000,000

D.1

Vice President, Procurement - Up to $100,000,000

4.2 Engineering & Chemicals Signatory


Authority Limit

Vice President, Engineering Up to $100,000,000


Vice President, Construction Up to $100,000,000
Vice President, Upstream, Downstream PM & PMGT Up to
$100,000,000
Vice President, Subsidiary Operations Up to $100,000,000

E.1

Global E&C Subcontracts Lead Up to $50,000,000

F.1

Regional Lead , Subcontracts Up to $10,000,000


Regional Lead, Procurement Up to $10,000,000

G.1

Manager, Subcontracts Up to $5,000,000


Manager, Procurement Up to $5,000,000

H.1

Supervisor, Subcontracts Up to $750,000


Supervisor, Purchasing Up to $750,000

Senior Subcontracts Administrator Up to $500,000


Senior Purchasing Specialist/Buyer - Up to $500,000
Subcontracts Administrator - Up to $250,000
Purchasing Specialist/Buyer - $25,000 to $250,000
Associate Subcontracts Administrator Up to $25,000
Associate Purchasing Specialist Up to $10,000
Field Buyer Per the signature limits as delegated by the KBR
Division Procurement VP

16

April 2005 REV

KBR Proprietary Data


Table 4.2 Continued
PROCUREMENT/SUBCONTRACT
MATRIX
4.2 Government & Infrastructure
Signatory Authority Limit

Level of delegation

Limit of authority

A.1

Halliburton COO Unlimited

C.1

Senior Vice President responsible for G&I - $250,000,000

D.1

Vice President, Procurement - Up to $100,000,000

E.1

Deputy Procurement, VP Up to $50,000,000


Global Director Up to $35,000,000
Business Unit Director Up to $25,000,000

F.1

Senior Manager, Subcontracts and Procurement Up to $10,000,000

G.1

Manager, Subcontracts Up to $5,000,000


Manager, Procurement - Up to $5,000,000

H.1

Supervisor, Subcontracts Up to $750,000


Supervisor, Procurement Up to $750,000
Senior Subcontracts Administrator Up to $500,000
Senior Purchasing Specialist/Buyer Up to $500,000
Subcontracts Administrator Up to $250,000
Purchasing Specialist/Buyer - $25,000 to $100,000
Associate Subcontracts Administrator Up to $25,000
Associate Purchasing Specialist Up to $10,000
Field Buyer Up to $5,000

Where a range is shown for Limit of Authority a project specific


amount will be determined by the Vice President of Procurement.

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KBR Proprietary Data


Table 4.3
PAYMENT OF GOODS AND
SERVICES

Level of delegation

Limit of authority

A.1 and B
C Halliburton CAO

Over $5,000,000

B.1 or C.1

Up to $5,000,000

D.2
E.2

Up to $2,000,000

Task description: To approve payment of


project related expenses, which are
included in the current approved project
control budget.

1) Financial Invoices (FI) - Invoices for


which agreements may be in place with the
vendor but a purchase order or subcontract is
not required for payment. Examples include
expenses for utility bills, advertisement in
trade, publications, flowers, postage, catering,
client refunds, dues or subscriptions, company
telephone and long distance bills.

Up to $1,000,000

F.2
G.2

Up to $500,000

H.2

Up to $250,000
Up to $50,000
Up to $10,000

2) Purchase Order Invoices Invoices for


which a purchase order was issued.

3) Subcontract Invoices - Invoices for which


a subcontract was issued.

Approved for payment once a three-way-match has been


completed and verified by the Transaction Center Accounts
Payable Dept or A&F job site. The three-way-match consists
of verifying the invoice contents to the purchase order and
materials or services received documentation. The three-waymatch must be performed by someone other than Procurement
staff placing the order. At the discretion of Project
Management, further approvals may be required.

The subcontract invoice package includes the approved invoice;


services received documentation; and potentially the
subcontract agreement itself. A three-way-match between the
invoice, the subcontract agreement, and the services received
documentation is performed by individual(s) other than the
subcontracts administrator or requisitioner that placed the initial
order. The Subcontracts department confirms that pertinent
information is referenced on the invoice and included in the
invoice package. Subcontract invoices are processed for
payment once the three-way-match has been validated. At the
discretion of Project Management, further approvals may be
required.

F.2

The U.S. Accounts Payable Authorization Form delegates in


writing the levels of authority for specific types of payments, as
shown in referenced Form below
For Real Estate Payment approval levels, see Table 5.28.
Applicable Policies include:
3-1527 Expenditure Approvals
BP-GL-KBR-GL-AF-067 Processing and Paying Invoices
US Accounts Payable Authorization Form

18

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KBR Proprietary Data


Table 4.4 SETTLEMENT OF
CONTRACT CLAIMS
Task description: This table specifies the
approvals to legally bind the Company
with respect to the settlement of any
change order or claim asserted by any
customer, subcontractor, vendor or other
third parties against the Company.
(Note: Approval is required regardless of
whether or not allowance has been
included in project cost estimates.)

Table 4.5 (a) PROJECT CHANGE


ORDER OR CLAIM TO AN
EXECUTED CONTRACT E&C

Level of delegation

Limit of authority

B Halliburton COO CFO


and
General Counsel
B.1 and C.1

Over $20,000,000

D.1 or D.2

Up to $10,000,000

E.2

Up to $5,000,000

Up to $20,000,000

The Law Department must approve all settlement agreements


related to such claims.

Level of delegation

Limit of authority

Task description: To accept changes to the


contract conditions or scope once a
contract has been signed.

CHANGE ORDER VALUE


Fixed Price

Cost Reimbursable

Refer to IRC/PRC

Above $50,000,000

Above $100,000,000

C.1

Up to $50,000,000

Up to $100,000,000

D.1

Up to $20,000,000

Up to $ 50,000,000

E.2

Up to $5,000,000

Up to $15,000,000

A.1and B.1 and B and C

Projects involving public or private financing or equity participation


require documented memo approval from the KBR CAO prior to
submission to the Halliburton COO, CAO, and CFO.
Applicable Company Policies include:
BP-GL-KBR-AF-015 Revenue Recognition and Reporting
Unapproved Change Orders and Unapproved Claims
BP-GL-KBR-AF-125 Reporting Exposure to Liquidated Damages

Table 4.5 (b) PROJECT CHANGE


ORDER TO AN EXECUTED
CONTRACT G&I

Level of delegation

Limit of authority

Task description: To accept changes to the


contract conditions or scope once a
contract has been signed. Changes must
be in accordance with Tables 3.4 (b) and
requires Pricing Committee approval.

CHANGE ORDER VALUE

A.1and B.1 and B and C

19

Fixed Price

Cost Reimbursable

Refer to Table 3.4 (b)

Refer to Table 3.4 (b)

Projects involving public or private financing or equity participation


require documented memo approval from the KBR CAO prior to
submission to the Halliburton COO, CAO, and CFO. For US
Government Indefinite Delivery/Indefinite Quantity Cost
Reimbursable contracts (e.g. LOGCAP), the G&I Division Sr. VP
may approve change orders up to $250,000,000.
Applicable Company Policies include.
BP-GL-KBR-AF-015 Revenue Recognition and Reporting
Unapproved Change Orders and Unapproved Claims
April 2005 REV

KBR Proprietary Data


Table 4.6 (a) PERFORMANCE OF
WORK FOR EXISTING
CUSTOMERS WHERE A CHANGE
ORDER OR LOI IS PENDING E&C
Task description: To perform work for an
existing customer (to include established
customers with satisfactory prior
contractual relationships) before contract
execution or receipt of a binding Letter of
Intent (LOI).

Level of delegation

Limit of authority

A.1

Over $5,000,000

C.1

Up to $5,000,000

D.1 or D.2

Up to $1,000,000

E.1 or E.2

Up to $100,000
Note: All work authorized prior to contract execution or receipt of a
binding Letter of Intent is to be reported in advance to the KBR CAO
or VP Finance, and the Law Dept.

Table 4.6 (b) PERFORMANCE OF


WORK FOR EXISTING
CUSTOMERS WHERE A CHANGE
ORDER OR LOI IS PENDING - G&I
Task description: To perform work for an
existing customer (to include established
customers with satisfactory prior
contractual relationships) before contract
execution or receipt of a binding Letter of
Intent (LOI).

Level of delegation

Limit of authority

A.1

Over $250,000

B.1 or B.2

Up to $250,000

D.1 or D.2

10% of Estimated Contract Value up to $100,000


Note: All work authorized prior to contract execution or receipt of a
binding Letter of Intent is to be reported in advance to the KBR CAO
or VP Finance, and the Law Dept.

Table 4.7 PERFORMANCE OF


WORK FOR NEW CUSTOMERS
Level of delegation

Limit of authority

Refer to Tables 3.4 (a)


and 3.4 (b)

Over $250,000

Task description: To perform work for a


new customer before contract execution or
receipt of a binding Letter of Intent (LOI).

C.1

Up to $250,000

D.1 or D.2

Up to $100,000

E.1 or E.2

Up to $25,000

Note: All work authorized prior to contract execution or receipt


of a binding Letter of Intent is to be reported in advance to the
KBR CAO or VP Finance, and the Law Dept.

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KBR Proprietary Data


Table 4.8 PROJECT CAPITAL
EXPENDITURE

Level of delegation

Limit of authority

Task description: To approve the requisition


of project capital expenditures.

Refer to Table 5.14 for the requisition of computer hardware or


software and Table 5.15 for all other capital expenditures (includes
project capital equipment).
Applicable Company Policies include:
BP-GL-KBR-AF-039 Authorization for Capital Expenditures

Table 4.9 RECEIVABLE WRITEOFF


Task description: To approve the write-off of
uncollectable receivable balances
(customer or employee).

Level of delegation

Limit of authority

B.1 and C.1

Over $500,000

D.1 or D.2

Up to $500,000

E.1 or E.2

Up to $ 50,000

F.1 or F.2

Up to $ 5,000
Applicable Company Policies include:
BP-GL-KBR-AF-023 Allowance for Doubtful Accounts and Write-Off
Guidelines

TREASURY
Table 4.10 HEDGING PROJECT
CURRENCY EXPOSURE

Level of delegation

Limit of authority

Task description: Placing contracts to manage


currency exposure commitments.

F.1 Assistant Treasurer

All project hedging for wholly owned and majority owned businesses
must be placed by the KBR Treasurers Office and approved by
Project Management.
Applicable Company Policies include:
3-0240 Exposure Management
3-9009 Financial Derivatives
4-12351 External and Intercompany Hedges
BP-GL-KBR-GL-AF-090 Translation of Foreign Currency Financial
Statements
BP-GL-KBR-AF-022, Responsibility for Collection of Past Due
Trade Accounts Receivables
BP-GL-KBR-AF-023 Allowance for Doubtful Accounts and Write-Off
Guidelines

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KBR Proprietary Data


Table 4.11 BANK GUARANTEES
AND BONDS

Level of delegation

Limit of authority

Task description: To issue a bank guarantee


or a letter of credit for a project.

F.1 Assistant Treasurer

Specific wording to be approved by the Treasurers office. These


include bid, advance payment, performance, and retention, and
guarantees.

All Surety Bonds require approval by either the Treasurer or


Assistant Treasurer followed by the Treasury department issuing a
request to the Insurance Department.
Applicable Company Policies include:
3-0250 Parent Company Guarantees

Table 4.12 BANKING SERVICES

Level of delegation

Limit of authority

Task description: Any banking services


related to a new project. To authorize the
opening and use of all bank accounts.

F.1 Assistant Treasurer

All new banking services and authorized signatures for those services
are to be approved by the KBR Treasurers Office.

Applicable Company Policies include:


3-1524 Bank Account and Other Banking Products and Services
Policy
4-12350 Bank Account and Other Banking Products and Services
Practice
BP-GL-KBR-GL-AF-019 Bank Accounts

Table 4.13 SELECT HOUSE BANKS


AND ARRANGE IN-COUNTRY
BANKING INFRASTRUCTURE
Task description: To arrange for a bank to be
in place with appropriate cash
management structure.

Level of delegation

Limit of authority

F.1 Assistant Treasurer

To approve the appointment of any bank and banking services


(payroll, accounts payable, trustee, security agent, etc) to be used in
country as the House bank, in addition to the authorized signatures
on the bank account.
Applicable Company Policies include:
3-0240 Exposure Management
3-1524 Bank Account and Other Banking Products and Services
Policy
3-9009 Financial Derivatives
4-12351 External and Intercompany Hedges

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KBR Proprietary Data


Table 4.14 ARRANGE FOR BANK
CREDIT FACILITIES OR
ARRANGE BANK CREDIT
FACILITIES FOR THE ISSUANCE
OF BANK GUARANTEES AND
LETTERS OF CREDIT
Task description: To arrange for bank credit
facilities to support project needs on major
projects.

Level of delegation

Limit of authority

D.1 Treasurer

To approve any bank appointment for the arrangement of credit or


for the issuance of Bank Guarantees and Letters of Credit.

F.1 Assistant Treasurer

To manage the existing banking relationships and the selection


process for new banks.
Applicable Company Policies include:
3-1524 Bank Account and Other Banking Products and Services
Policy
4-12350 Bank Account and Other Banking Products and Services
Practice
BP-GL-KBR-GL-AF-019 Bank Accounts

Table 4.15 MANAGE THE


PLACEMENT OF ALL EXTERNAL
HEDGING CONTRACTS

Level of delegation

Limit of authority

Task description: To ensure that external


hedges are placed with financial
institutions to manage KBR exposure to
foreign exchange risk.

F.1 or G.1 Assistant


Treasurer or Sr. Treasury
Analyst

To approve all foreign exchange contracts placed with banks.

Table 4.16
BANK ACCOUNT
RESPONSIBILITY

Level of delegation

Limit of authority

F.1 Assistant Treasurer or


G.1 Sr. Treasury Analyst

To approve the delegation of responsibility for listed bank


accounts to a particular location.

D.1 VP Division

To approve the acceptance of the responsibility to control the


listed bank accounts at a particular location.

Task description: Ensure a control


environment is in place to control bank
accounts in accordance with KBR Policies
and Business Practices.

Applicable Company Policies include:


3-0240 Exposure Management
3-9009 Financial Derivatives
4-12351 External and Intercompany Hedges
BP-GL-KBR-GL-AF-090, Translation of Foreign Currency
Financial Statements

Applicable Company Policies include:


3-1524 Bank Account and Other Banking Products and Services
Policy
4-12350 Bank Account and Other Banking Products and Services
Practice
BP-GL-KBR-GL-AF-019 Bank Accounts
BP-GL-KBR-GL-AF-025 Petty Cash
BP-GL-KBR-GL-AF-044 Special Purpose Cash Accounts

23

April 2005 REV

KBR Proprietary Data


Chapter 5

SUPPORT TASKS
HUMAN RESOURCES
Table 5.1 HIRING OF PERSONNEL

Level of delegation

Limit of authority

Task description: To hire new personnel for


the company.

A and

Base Pay $200,000 or more Same approvals as below, plus the


Halliburton CEO.

A.1 or B and

Base Pay $150,000 to $199,999 Same approvals as below, plus


Halliburton COO, CFO, or General Counsel, as applicable. The
Sr. VP. Admin must review prior to submission to Halliburton
executive management.

C.1 Sr. VP Admin

Various

Base Pay $100,000 to $149,999 Same approvals as below, plus


KBR Executive Leadership Team member.

Various

Base Pay Up to $99,999 Two-levels-up approval and local HR


representative. First level approver must be accountable for the
budget to which employee is charged.

Except for the category that specifically requires Halliburton CEO


approval ($200K and above), the two-level-up approval process
does not apply if the Halliburton COO, CFO, or General Counsel
approval is the first required approval.

Only HR may administer and approve offers of employment for


engineering, technical, and administrative personnel (verbal or
written). Recruitment must be handled through the relevant HR
function. Advertising for employment must be placed through the
relevant HR function.

Some employment offers may contain commitments for inclusion


in the Companys Annual Performance Plan, Management
Performance Pay Plan, Stock Options or Restricted Stock, and
require Halliburton CEO approval. Consultation with the
respective HR function is required for offers that contain such
commitments.

Exceptions to the standard contract/letter of employment must be


approved by the Law Department.

Pay decisions involving employees under the purview of the


Compensation Committee of the Board of Directors are covered
under specific executive guidelines.

Persons given substantial authority undergo background checks


according to Halliburton Business Practice 4-17033 Guidelines for
Background Checks for Positions of Substantial Authority.

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April 2005 REV

KBR Proprietary Data


Table 5.2 BASE PAY ACTIONS
OUTSIDE THE FOCAL POINT
REVIEW CYCLE

Level of delegation

Limit of authority

Task description: To adjust the compensation


of existing employees.

Refer to Limits of Authority as shown in Table 5.1 Hiring of


Personnel.

Compensation changes (including promotions) for existing


employees will normally be recommended and approved as part
of the annual Focal Point review process.
Applicable Company Policies include:
BP-GL-KBR-HR-29 Employee Base Pay

Table 5.3 HIRING OF AGENCY AND


CONTRACT WORKERS for UK
only
Task description: To hire contract or agency
workers for the company.

Level of delegation

Limit of authority for UK Hires


Day Rate
Hourly Rate

D.1

Day Rate above 500

E.1

Day Rate up to 500

or

62.5/hourly

F.1

Day Rate up to 400

or

50/hourly

G.1

Day Rate up to 300

or

37..5/hourly

or

62.5/hourly

Refer to table 5. 1 for U.S. hires

Hiring or engaging of contract or agency workers must be


arranged through the relevant local Human Resources
representative and is subject to the hiring limits as stated.
Any agency used is to be an approved KBR vendor. Contracts
or letters of engagement with an agency are to be reviewed and
approved by the KBR Law Department.

Table 5.4 APPROVAL OF KBR SIGN


ON BONUS

Level of delegation

Limit of authority

Task description: To approve the payment of


sign on bonuses.

A.1 and B Halliburton


CFO

Greater than 20% of starting annual base salary. Same as


approvals below plus Halliburton CFO.

A.1 and B.1or C.1 ELT


member and Sr. VP
Admin

Up to 20% of starting annual base salary. Same as approvals


below plus Sr. VP Admin and Halliburton COO.

B.1or C.1 ELT member

Up to 10% of starting annual base salary. - Two levels-up and


HR representative approvals required. Second approver must
be an ELT member.
If in the approval process, one of the signing authorities is the
Halliburton CFO or CEO, no further signatures are required.
Applicable Company Policies include:
BP-GL-KBR-HR-031 KBR Sign-On Bonus

25

April 2005 REV

KBR Proprietary Data


Table 5.5 MAXIMIZING VALUE
ADDED PERFORMANCE (MVP)
PROGRAM
Task description: To approve nominations
and payment of MVP Awards.

Level of delegation

Limit of authority

A Halliburton CEO

Over $10,000 Chairmans Award Same levels of


approval below plus the Halliburton CEO.

A.1 Halliburton COO or B


Halliburton CFO, or
Halliburton General
Counsel and
C.1 Sr. VP Admin

Up to $10,000 Same levels of approval below plus the


Halliburton COO, CFO, or General Counsel, as applicable. The
Sr. VP Administration must review prior to submission to
Halliburton executive management.

C.1 Executive Leadership


Team member

Up to $5,000 Same levels of approval below plus ELT


member.

D.1 Sr. Mgmt Team


Member

Up to $2,500 Two levels up approval required plus member


of SMT.
A minimum of two levels up approval is required, with one of
the two levels having direct budgetary responsibility for the
award.
Applicable Company Policies include:
BP-GL-KBR-HR-030 Maximizing Value-Added Performance
(MVP)

Table 5.6 OTHER INCENTIVE


PROGRAMS

Level of delegation

Limit of authority

a) Task Description: Approval of CVA


nominations.

A Halliburton CEO and


Executive Leadership
Team

Nominations are collected through KBR Corporate


Compensation, approved by the Executive Leadership Team
and Halliburton CEO, or his delegate.

b) Task Description: Approval of CVA


additions/ changes/ deletions.

A Halliburton CEO and


C.1 ELT and Sr. VP.
Admin

c) Task Description: Approval for requests for


Stock Awards under Halliburton
Company 1993 Stock and Long Term
Incentive Plan.

A Halliburton CEO and


C.1 ELT and Sr. VP
Admin

d) Task Description: Approval for the


inclusion, or for the payout of the
Performance Unit Programs (PUP).

A Halliburton CEO and


C.1 ELT and Sr. VP
Admin

Requests are collected through ELT members and approved by


KBR Corporate Compensation and the Sr. VP Admin,
Halliburton CEO, or his delegate.

Same as (b) above.

Same as (b) and (c) above. Payments made from the PUP are
made from Halliburton Executive Compensation and approved
by the Halliburton CEO.

All Incentive Programs are administered through the


Halliburton Compensation Committee.

26

April 2005 REV

KBR Proprietary Data


Table 5.7 EMPLOYMENT OF
RETIRED OR FORMER OFFICERS
AND EMPLOYEES AS
CONSULTANTS
Task description: To appoint former officers
and employees as consultants when
outside assistance or expertise is needed.

Level of delegation

Limit of authority

A Halliburton CEO and


B.1 KBR CAO or VP
Finance and C.1 Sr. VP
Admin

Over $500,000

A Halliburton CEO and


C.1 ELT member and Sr.
VP Admin

Up to $500,000

Applicable Company Policies includes:


3-0503 Engagement of Former Executives as Independent
Contractors or Consultants

Table 5.8 RETENTION BONUS

Level of delegation

Limit of authority

Task description: To approve a retention


bonus for continued employment.

A.1 Halliburton COO or


B Halliburton CFO and

Nominations are collected through KBR Corporate


Compensation, and approved by the Executive Leadership
Team, KBR CAO or VP Finance, and the Halliburton COO.

B.1 KBR CAO or VP


Finance and
C.1 Sr. VP Admin

Client funded retention bonuses do not require Halliburton


COO approval.

Table 5.9 PROJECT EMPLOYEE


INCENTIVE PLANS
Task description: To approve the
establishment of project oriented
incentive plans.

Level of delegation

Limit of authority

A.1 Halliburton COO and All project incentives must be included in the respective project
budgets.
B.1 KBR CAO or VP
Finance and
C.1 Sr. VP Admin and
Division Sr. VP and
D.1 Division VP A&F
Client funded project incentives do not require Halliburton COO
approval.

Applicable Company Policies include:


BP-GL-KBR-HR-036 Company-Funded Project Incentive
BP-GL-KBR-HR-37 Client Funded Project Incentives

27

April 2005 REV

KBR Proprietary Data


TRAVEL AND ENTERTAINMENT EXPENDITURE
Table 5.10 EMPLOYEE EXPENSE
CLAIMS

Level of delegation

Limit of authority

Task description: To approve travel


expenditures.

One up approval

Approval is required on a one up basis by the employees


supervisor or manager based on Limits of Authority in Table
5.18 Overhead Expenses - Payment.
Company employees are required to book all business travel
through a KBR Travel Center or through the network of travel
agencies approved by KBR. Travel includes air travel, rental
cars, and lodging.
Applicable Company Policies include:
3-0015 Code of Business Conduct Defalcation
Misappropriation & Similar Irregularities (Fraud)
3-0407 Travel Policy
BP-GL-KBR-GL-TRVL-101 KBR Travel Services
BP-GL-KBR-GL-TRVL-102 Corporate Travel &
Entertainment (T&E) Card Program
U.S. Expense Reporting Procedures
UK Employee Expenses & Travel Manual
KBR Expense Report Download (excluding G&I)
Expense Report 2005 Mileage Rates
G&I Division Expense Report NBS Format - 013105
Travel Advance Request Procedure
Travel Advance Request Form

Table 5.11 GIFTS TO CLIENTS

Level of delegation

Limit of authority

Task description: To approve gifts to clients


of nominal value.

C.1 and Law Dept

Over $100

D.1 or D.2

Up to $100. Note that the Halliburton Code of Business


Conduct prohibits bribes, kickbacks, and other payoffs.
Bribes, kickbacks, and payoffs may include gifts of other than
nominal value. If in doubt, consult the Law Department.
Before a gift is given, consider whether the gift is
permitted under the clients policy and the local law.
Gifts of any value to US Government employees are
prohibited. Gifts to other government officials including
employees of a national oil company require a separate
approval of the Law Department.

Applicable Company Policies include:


3-0005 Code of Business Conduct Sensitive Transactions
3-0006 Code of Business Conduct Commercial Bribery
US Expense Reporting Procedures
UK Employee Expenses & Travel Manual

28

April 2005 REV

KBR Proprietary Data


Table 5.12 ENTERTAINMENT &
EVENTS

Level of delegation

Limit of authority

Task description: To approve expenditure


related to entertainment & events prior to
the expenses being incurred.

C.1

Over $10,000

D.1or D.2

Up to $10,000

E.1or E.2

Up to $5,000

F.1 or F.2

Up to $500

G.1 or G.2 or H.1 or H.2

Up to $250
Note that the Halliburton Code of Business Conduct prohibits
bribes, kickbacks, and other payoffs. Bribes, kickbacks, and
payoffs may include meals and entertainment of other than
nominal value. If in doubt, consult the Law Department.
Pre- approval of entertainment expenses over $1,000 is
required.
U.S. regulations prohibit entertainment of any kind with
U.S. government employees.

Applicable Company Policies include:


3-0005 Code of Business Conduct Sensitive Transactions
3-0006 Code of Business Conduct Commercial Bribery
BP-GL-KBR-GL-TRVL-102 Corporate Travel & Entertainment
(T&E) Card Program
US Expense Reporting Procedures
UK Employee Expenses & Travel Manual

Table 5.13 TRAVEL CASH


ADVANCES

Level of delegation

Limit of authority

Task description: To approve cash advances


for KBR employees.

C.1

Over $10,000

D.1or D.2

Up to $10,000

E.1or E.2

Up to $5,000

F.1 or F.2 or G.1 or G.2 or


H.1 or H.2

Up to $2,500
Applicable Company Policies include:
3-0407 Travel Policy
BP-GL-KBR-GL-TRVL-102 Corporate Travel & Entertainment
(T&E) Card Program
BP-GL-KBR-AF-026 Employee Travel Advances
Travel Advance Request Procedure
Travel Advance Request Form

29

April 2005 REV

KBR Proprietary Data


INFORMATION TECHNOLOGY
Table 5.14 REQUISITION OF
COMPUTER HARDWARE AND
SOFTWARE AND OTHER
RELATED INFORMATION
TECHNOLOGY PRODUCTS &
SERVICES
Task description: To requisition computing
hardware, software, software
implementation, and other related
Information Technology products and
services. All purchases in this category are
made by the Procurement Department under
the direction of the Vice President of
Information Technology and in accordance
with Company Policies, Business Practices,
and Procedures. Refer to Table 5.15 for
AFE and funding guidelines.

Limit of authority

Level of delegation

Capital Expenditures
Over $5,000,000

A.1 and B

Up to $5,000,000

B.1

Up to $1,000,000

D.1 - I.T. Dept

Up to $100,000

E.1 - I.T. Dept

Up to $50,000

F.1 - I.T. Dept

Up to $50,000 Singapore, Australia and Dubai Service Delivery Centers


Only

G.1 - I.T. Dept

Capital funds need to be approved prior to any expenditure being


approved.
Non-Capital
Expenditures
Only IT representatives will coordinate with
the Departments and Divisions for IT
requirements and issue approved
requisitions to Procurement for ordering.

A.1 or B

Over $5,000,000

B.1

Up to $5,000,000

D.1 - I.T. Dept

$100,000 to $1,000,000

E.1 - I.T. Dept

Up to $100,000

F.1 - I.T. Dept

Up to $50,000

F.1- I.T. Dept

Up to $200,000 EMEA Service Delivery Centers Only

G.1 - I.T. Dept

Up to $10,000

G.1 - I.T. Dept

Up to $50,000 Singapore, Australia and Dubai Service Delivery Centers


Only

Disposals
Over $250,000

D.1 - I.T. Dept

Up to $250,000

E.1 - I.T. Dept

Up to $150,000

F.1 - I.T. Dept

Up to $50,000 Singapore, Australia and Dubai Service Delivery Centers


Only

G.1- I.T. Dept

Applicable Company Policies include:


3-0207 Acquisition of Property, Plant, & Equipment
3-0208 Accounting for Goodwill & Intangible Assets
3-0226 Planning, Budgeting, and Forecasting
3-0237 Approvals for Investments, Acquisitions and Dispositions, and
Significant Contracts
3-0430 Software Acquisition, Use, and Distribution
4-11150 Software Use and Acquisition (pending)
BP-GL-KBR-AF-031 Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use (Capitalization versus
Expense)

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PROPERTY, PLANT AND EQUIPMENT
Table 5.15 CAPITAL
EXPENDITURES
Task description: To approve project and nonproject capital expenditure requisitions,
excluding computing hardware, software
covered under Table 5.14.

Level of delegation

Limit of authority

Halliburton Board

Over $25,000,000

Up to $25,000,000

A.1 and B

Up to $10,000,000

C Halliburton CAO

Up to $5,000,000

B.1 and C.1

Up to $2,000,000

D.1

Up to $1,000,000

E.1

Up to $500,000

F.1

Up to $250,000

G.1

Up to $50,000 Singapore, Australia and Dubai Service


Delivery Centers Only

An assigned AFE (Authorization for Expenditure) number will


be obtained before making any purchase commitment. These
AFE numbers are obtained from the KBR Controllers office.
The Company capitalizes all tangible assets with a cost of
$2,500 or greater with a useful life greater than one year.
Expenditure approvals for new acquisitions and construction
capital equipment or improvements of existing capital assets
must be in accordance with documented KBR Policies and
Business Practices. Capital Budget funds need to be approved
prior to any AFEs being approved.
Unbudgeted capital expenditures will not be authorized
without the approval of levels B and C or above.

Applicable Company Policies include:


3-0207 Acquisition of Property, Plant & Equipment
3-0226 Planning, Budgeting and Forecasting
3-0237 Approvals for Investments, Acquisitions and
Dispositions, and Significant Contracts
3-1015 Acquisition and Disposal of Real Properties and
Facilities
BP-GL-KBR-AF-035 Accounting for Purchases of Property,
Plant, and Equipment
BP-GL-KBR-AF-039 Authorization for Capital Expenditures
BP-GL-KBR-AF-126 Capital Budget
BP-GL-KBR-AF-127 Annual Plan
BP-GL-KBR-AF-128 Monthly and Quarterly Forecasts

31

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KBR Proprietary Data


Table 5.16 SALE OR DISPOSAL OF
PROPERTY, PLANT AND
EQUIPMENT
Task description: To approve the disposal of
property, plant and equipment. Excludes
computing hardware covered under Table
5.14.

Level of delegation

Limit of authority
Net Book Value

D.1

Over $250,000

E.1 or E.2

Up to $250,000

F.1 or F.2

Up to $150,000

G.1

Up to $50,000
Any item that is proposed for disposal for an amount that is less
than book value requires the additional approval of the Division
Senior Vice President.
Based on the amount involved, the authority to conclude a sale
of property or obligate the Company in a purchase or lease of
real estate properties resides with the Halliburton Board,
Halliburton CEO, COO, CFO, CAO, Sr. VP, & General
Counsel.
Applicable Company Policies Include:
3-1015 Acquisition and Disposal of Real Properties and
Facilities
4-17008 Asset Retirement Obligations (pending)
BP-GL-KBR-AF-047 Accounting for Disposals and Transfers
of Property, Plant, and Equipment

Table 5.17 CAPITAL LEASE


APPROVAL
Task description: To approve capital or
financing leases. Refer to Table 5.15 for
AFE and funding guidelines.

Level of delegation

Limit of authority

B.1 KBR CAO and VP


Finance and D.1 Treasurer

All Financing Leases

Note: Capital Budget funds need to be approved prior to any


financial lease being approved.
3-0207 Acquisition of Property, Plant & Equipment
3-0226 Planning, Budgeting and Forecasting
BP-GL-KBR-AF-012 Accounting for Leases

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KBR Proprietary Data


OTHER APPROVALS
Table 5.18 OVERHEAD EXPENSES

Level of delegation

Limit of authority

A.1 and B

Over $5,000,000

C Halliburton CAO

Up to $5,000,000

B.1 and C.1

Up to $2,000,000

D.1 or D.2

Up to $1,000,000

E.1 or E.2

Up to $500,000

F.1 or F.2

Up to $250,000

G.1 or G.2

Up to $50,000

H.1 or H.2

Up to $10,000

5.18 Payment
Task description: To requisition and approve
payment for non-project expenses.
Excludes computing hardware covered
under Table 5.14.
1) Financial Invoices (FI) -- Invoices for
which agreements may be in place with the
vendor but a purchase order or subcontract is
not required for payment. Examples include
expenses for utility bills, advertisement in
trade, publications, flowers, postage, catering,
client refunds, dues or subscriptions, company
telephone and long distance bills.

2) Subcontract Invoices Invoices for which


a subcontract was issued.

Same as (1) Financial Invoices above.

3) Purchase Order Invoices Invoices for


which a purchase order was issued.

Approved for payment once a three-way match has been


completed and verified by the Transaction Center Accounts
Payable Dept or A&F job site. The three-way-match consists
of verifying the invoice contents to the purchase order and
materials or services received documentation.

For Real Estate Payments, see Table 5.28 for approval levels.
Risk Management and related invoices may be approved by the
Halliburton Director or VP of Risk Management.
The U. S. Accounts Payable Authorization Form delegates in
writing the levels of authority for specific types of payments, as
shown in referenced Form below.
Applicable Company Policies include:
3-1527 Expenditure Approvals
BP-GL-KBR-GL-AF-067 Processing and Paying Invoices
US Accounts Payable Authorization Form

Table 5.19 USE OF CORPORATE


ENTERTAINMENT FACILITIES

Level of delegation

Task description: To approve use of


entertainment facilities before usage.

D.1

Limit of authority

Applicable Company Policies include:


3-0405 Payments for Personal Benefit-Incidental Personal Use of
Company Assets
3-0407 Travel Policy
BP-GL-KBR-GL-TRVL-101 KBR Travel Services
BP-GL-KBR-GL-TRVL-102 Corporate Travel & Entertainment
(T&E) Card Program

33

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KBR Proprietary Data


Table 5.20 ASSIGNMENT OF
CORPORATE TRAVEL CARDS

Level of delegation

Limit of authority

Task description: To issue a corporate travel


card for company use.

G.1, or G.2 or

One up approval.

H.1 or H.2
Applicable Company Policies include:
3-0407 Travel Policy
BP-GL-KBR-GL-TRVL-101 KBR Travel Services
BP-GL-KBR-GL-TRVL-102 Corporate Travel & Entertainment
(T&E) Card Program

Table 5.21 FLIGHT UPGRADES

Level of delegation

Task description: To approve flight upgrades


to business class or first class before ticket
is booked.

A.1 and

Limit of authority

Applicable Company Policies include:

C.1 ELT and Sr. VP


Admin

3-0407 Travel Policy


BP-GL-KBR-GL-TRVL-101 KBR Travel Services
BP-GL-KBR-GL-TRVL-102 Corporate Travel & Entertainment
(T&E) Card Program

Table 5.22 ENTERTAINMENT/


TRAVEL INCLUDING GUEST AND
OTHER UNALLOWABLE
OVERHEAD COSTS
Task description: To include guest in
company sponsored functions. Approval
is required before the event.

Level of delegation

Limit of authority

C.1

Over $1,000

D.1

Up to $1,000

E.1 and Sr. VP Admin

Up to $500
All non-client and spousal travel requires approval by
Halliburton COO and Sr. VP Admin. Limits apply on a per event
basis.
Applicable Company Policies include:
3-0407 Travel Policy
BP-GL-KBR-GL-TRVL-101 KBR Travel Services
BP-GL-KBR-GL-TRVL-102 Corporate Travel & Entertainment
(T&E) Card Program

Table 5.23 SEMINARS,


WORKSHOPS, CONVENTIONS
Task description: To approve employee
attendance at company or non-company
sponsored events.

Level of delegation

Limit of authority

D.1

Over $5,000

E.1

Up to $5,000

F.1

Up to $2,500

G.1 or H.1

Up to $1,000

34

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KBR Proprietary Data


Table 5.24 ENGAGING
PROFESSIONAL SERVICES
CONTRACTORS AND
CONSULTANTS
Task description: To approve the appointment
and / or engagement of professional
services contractors and consultants.

Level of delegation

Limit of authority

B Halliburton CFO

Over $1,000,000

B.1 or C.1

Up to $1,000,000

D.1

Up to $500,000

Halliburton CEO approval required for employment of retired


or former officers and employees as consultants. Refer to Table
5.7.

The hiring of agents and consultants may constitute an


International Business Relationship. If so, table 6.4 applies.
All agreements need prior approval from the Law department.
The engagement of a Law Firm must be done through the Law
Department provided that the Tax Department engages the Law
Firm for tax advice.
The engagement of outside Tax consultants or advisors requires
the written approval from the KBR Director of Tax and
Halliburton VP Tax.
All financing agreements need prior approval from the KBR
CAO, VP Finance, and Treasurer.
The engagement of an outside accounting firm to provide
accounting and/or advisory services requires the approval from
the KBR CAO and Audit Committee.
The engagement of an outside accounting firm other than
KPMG for statutory audits requires the approval from the KBR
CAO, Halliburton CAO, and Halliburton CFO.
The engagement of KPMG to provide services other than audit
services requires approval from the Halliburton CAO,
Halliburton CFO, and the Audit Committee.
The engagement of RES brokers and non-project environmental
consultants requires approval from the Director of RES.
Applicable Company Policies include:
3-0017 Code of Business Conduct International Business
Relationships
3-0213 Services of Independent Accountants
3-0503 Engagement of Former Executives as Independent
Contractors or Consultants
Company Audit Committee Charter

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KBR Proprietary Data


Table 5.25 EMPLOYMENT OF
FORMER UNITED STATES
GOVERNMENT OFFICIALS
Task description: To employ staff from
former military or United States
Department of Defense or Federal
government.

Level of delegation

Limit of authority

C.1

When the Company contemplates hiring a former United States


government employee as an employee or a consultant, the
responsible Sr. VP Division must consult with HR who will
obtain guidance from the Law Department regarding proper
lawful procedures that must be followed.
Applicable Company Policies include:
3-0017 Code of Business Conduct United States Federal
Government Contracting

Table 5.26 US TAX PAYMENTS


Task description: To approve Tax remittances
due for US (Federal, Sate & Local) corporate
income.

Task description: To approve Tax remittances


due for US Payroll Related Tax Payments
(including Withholding, FICA,FUTA,SUTA
disbursements for payroll deductions, and any
other payroll related tax).

Level of delegation

Limit of authority

D.1 Tax Director

Over $1,000,000

E.1 Corp. Assistant Controller

Up to $1,000,000

D.1 or E.1 Tax Director or Corp. Over $5,000,000


Asst. Controller
G.1 Payroll Manager

Up to $5,000,000

H.1 Payroll Tax Supervisor

Task description: To approve Tax remittances


due for Sales & Use, Property and other
Transaction Taxes.

D.1 and E.1 Tax Director and


Corp Asst. Controller
F.1 Sr. Tax Manager

Over $1,000,000
Up to $1,000,000
Up to $100,000

G.1 Tax Manager

NON US TAX PAYMENTS


Task description: To approve Tax remittances
due for Non US corporate tax (including audit
payments).

Up to $2,500,000

D.1 Tax Director

Over $1,000,000

E.1 Corp. Asst. Controller

Up to $1,000,000

F.1 Sr. Tax Manager

Up to $500,000

G.1 Regional Tax Manager

Up to $100,000

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KBR Proprietary Data


Table 5.27 BENEFIT PAYMENTS

Level of delegation

Task description: To approve payments to


benefit suppliers, including medical,
dental, vision, 401K.

E.1

Limit of authority
Over $1,000,000

F.1 Sr. Mgr. Benefits


Accounting

Up to $1,000,000

Level of delegation

Limit of authority

Task description: To approve payments for


Real Estate expenses including rent,
relocation, and electrical expenses.

E.1

Over $1,000,000

F.1 Sr. Mgr. Real Estate

Up to $1,000,000

Table 5.29 PETTY CASH

Level of delegation

Limit of authority

E.1 or E.2

Under $500

Table 5.28 REAL ESTATE


PAYMENTS

Task description: To approve initial requests


and replenishment of Petty Cash funds.

Approval of replenishment of funds may be delegated in writing to a


Sr. Manager or Manager.
Applicable Company Policies include:
BP-GL-KBR-AF-025 Petty Cash

Table 5.30 SPECIAL PURPOSE


CASH ACCOUNTS
Task description: To approve initial requests,
and replenishment of funds in excess of
$500. The use of Special Purpose Cash
Accounts with balances in excess of $500
is restricted to unique project
environments (e.g. US Government
LOGCAP contracts)

Level of delegation

Limit of authority

E.1 or E.2 and Treasurer

Over $500
Initial requests for funding are approved by the Treasurer and the
Project A&F Lead or Project Manager as designated by the Division
A&F Director, Division A&F VP, or Division VP. Replenishments
are approved by the Project A&F Lead or Project Manager.
Subsequent disbursements are subject to limits of authority for the
specific cost disbursement categories, as applicable
Applicable Company Policies include:
BP-GL-KBR-AF-044 Special Purpose Cash Accounts

37

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KBR Proprietary Data


Table 5.31 ENGAGING
PROFESSIONAL SERVICES OF
INDEPENDENT ACCOUNTING
FIRMS

Level of delegation

Limit of authority

Task description: To approve the types of


services that may be provided by the
independent accounting firm (Principal
Independent Accountants) appointed to
audit the financial statements of KBR.
1) Permitted Audit, Audit-Related, and Tax

Audit Committee

Services included in the Principal


Independent Accountants Auditor
Services Plan and pre-approved annually
by the Audit Committee.
2) Permitted Audit, Audit-Related, and Tax

Services not included in the pre-approved


Principal Independent Accountants
Auditor Services Plan.

Audit Committee or Audit


Committee Designee

Over $150,000

B and C and B.1 or C.1 and


D.1

Up to $150,000

3) Other Services not included in the pre-

approved Principal Independent


Accountants Auditor Services Plan.

4) Services of independent accounting firms

other than the Principal Independent


Accountants.

Audit Committee or Audit


Committee Designee and
B and C and B.1

Audit Committee or Audit


Committee Designee and
B and C and B.1
The Audit Committee, or Audit Committee designee, must preapprove all permitted non-audit services, as defined in
accordance with Policies below, before the Principal
Independent Accountants are engaged.
Applicable Company Policies include:
3-0017 Code of Business Conduct International Business
Relationships
3-0213 Services of Independent Accountants
3-0503 Engagement of Former Executives as Independent
Contractors or Consultants
Company Audit Committee Charter

38

April 2005 REV

KBR Proprietary Data


Chapter 6

CORPORATE TASKS
Table 6.1 EQUITY PARTICIPATION,
JOINT VENTURE, ACQUISITION
OR DIVESTITURE
Task description: To provide approvals for
equity participation, joint venture,
acquisition or divestiture in a business.
Such transaction would include, but are
not limited to:
1). an Asset Acquisition or an acquisition
of an Equity Interest in a nonaffiliated Entity;
2). the initial investment in, or subsequent
investments in, an Entity in which a
nonaffiliate will own or owns an
Equity Interest;

Level of delegation

Limit of authority

Halliburton Board

Over $25 million requires Halliburton Board approval.


A series of related transactions that exceeds or is anticipated to
exceed $25 million during a 12-month period requires the
approval of the Board of Directors.

A., B., A.1, and General


Counsel

Up to $25 million of equity investment or assumed debt.

Division IRC/PRC
Authorization Table

Project-specific Joint Venture

The Risk Management function will review proposed


agreements, provide feedback to the Divisions, work with
partners and/or clients to develop a risk management plan for
the equity participation, joint venture, acquisition or divestiture
and follow through as appropriate to ensure proper
implementation and ongoing administration.

3). the disposition of an Equity Interest to a


nonaffiliate; and
4). the disposition of the assets of the
Company or a Controlled Entity to a
nonaffiliate.

Strategic Alliances (a.k.a. Contract Alliances), Marketing


Relationships or Consortium are considered non-equity
participation if the following conditions exist:

Do not involve an investment of any kind

Sharing of risks or rewards that are not subject to


joint and several liability

None of the members undertake any responsibility


for other members scope, nor suffer any loss in the
event one of the other members fails to perform.
Such non-equity relationships are approved as prescribed by the
applicable Division IRC/PRC.
Applicable Company Policies include:
3-0007 Code of Business Conduct International Business
Relationships
3-0201 Consolidation of Subsidiaries and VIEs (Variable
Interest Entities)
3-0237 Approvals for Investments, Acquisitions and
Dispositions, and Significant Contracts
4-11192 Risk Management Issues in Joint Ventures
4-17024 Roles and Responsibilities for Audit Committees of
non wholly-owned Subsidiaries, Joint Ventures and Equity
Investments
4-11197 Merger & Acquisition Risk Management
KBR Sales Guidelines
2104 Review and Approval of Joint Venture Agreements
BP-GL-KBR-AF-070 Payments to Commercial Agents
BP-GL-KBR-AF-111 Consolidation of Subsidiaries & VIE's
(Variable Interest Entities)
BP-GL-KBR-AF-116 Reporting & Analysis of Investments in
Unconsolidated Joint Ventures
BP-GL-KBR-AF-118 Accounting for Investments in
Unconsolidated Joint Ventures
Joint Ventures & Equity Investment Guidelines
KBR Joint Ventures and Equity Investments Guidelines

39

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KBR Proprietary Data


Table 6.2 DISPOSAL OF A
BUSINESS
Task description: To establish guidelines for
the disposal of a business.

Level of delegation

Limit of authority

A.1, B.1, C.1, Law Dept,


Tax Dept, and

The disposal of a business is reviewed on a case by case basis


and requires Halliburton CFO approval.

B Halliburton CFO
Applicable Company Policies include:
3-0237 Approvals for Investments, Acquisitions and
Dispositions, and Significant Contracts
4-11192 Risk Management Issues in Joint Ventures
4-11197 Merger & Acquisition Risk Management
BP-GL-KBR-AF-047 Accounting for Disposals and Transfers
of Property, Plant and Equipment

Table 6.3 CREATION OR


LIQUIDATION OF A SUBSIDIARY
ENTITY
Task description: To approve the creation or
liquidation of a subsidiary entity.

Level of delegation

Limit of authority

B.1, C.1, Tax Dept, B


Halliburton CFO and C
Halliburton CAO and Law
Dept.

Requires approval as per Organizational Change Status Form


(OSCR), obtained from the Tax Department.
3-0201 Consolidation of Subsidiaries and VIEs (Variable
Interest Entities)
3-0237 Approvals for Investments, Acquisitions and
Dispositions, and Significant Contracts
4-11192 Risk Management Issues in Joint Ventures
4-11197 Merger & Acquisition Risk Management
4-17024 Roles and Responsibilities for Audit Committees of
non wholly-owned Subsidiaries, Joint Ventures and Equity
Investments
BP-GL-KBR-AF-111Consolidation of Subsidiaries and VIE's
(Variable Interest Entities)
BP-GL-KBR-AF-116 Reporting & Analysis of Investments in
Unconsolidated Joint Ventures
BP-GL-KBR-AF-118 Accounting for Investments in
Unconsolidated Joint Ventures
Joint Ventures & Equity Investments Guidelines

Table 6.4 PARTICIPATION IN


JOINT VENTURES AND
CONSORTIUMS

Level of delegation

Limit of Authority

Refer to Table 6.1 Equity Participation,


Joint Venture, Acquisition or
Divestiture

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KBR Proprietary Data


Table 6.5 AGREEMENTS WITH
COMMERCIAL AGENTS (formally
International Business Relationships,
Including Agents)
Task description Commercial Agents
Include the employment of an agent, sales
representative, sponsor or any other third
party to assist the Company in obtaining
business or to promote the distribution,
marketing, or sales of its products and
services, including licensing agreements
pursuant to which a third party or parties
distributes, markets, sells, or is granted a
license to distribute, market or sell the
services, products or technology of the
Company in the name of on behalf of the
Company.

Level of delegation

Limit of authority

A.1 and B Halliburton


CFO and General Counsel
B.1and C.1 and KBR Law
Dept.

Requires prior approval from the Executive IRC Committee,


pursuant to Form B-2 of the Sales Guidelines.

Terms, provisions, and amendments for agreements with


Commercial Agents must be in compliance with the Halliburton
Code of Business Conduct. Prior to entering into any
significant negotiations, the Commercial Agent Agreements
must be reviewed by representatives from Operations, Tax,
Accounting & Finance, as applicable, and approved by the
Division Leads, KBR CAO or VP Finance, Halliburton CFO,
and General Counsel, or designees. The Halliburton COO must
approve all Commercial Agent agreements, and is the only
authorized signatory of any Commercial Agent agreements.

All disbursements made to Commercial Agents are to be


processed in accordance with the requirements of KBR
Business Practice BP-GL-KBR-AF-070 Payments to
Commercial Agents.

Payments to all Commercial Agents must be tracked in


separate G/L accounts which can be obtained from the
respective Divisions Agent Payment Managers.

Applicable Company Policies include:


3-0017 Code of Business Conduct International Business
Relationships
3-0252 Offshore Payments
1705 Sales Guidelines
BP-GL-KBR-AF-070 Payments to Commercial Agents
3-1570 International Non-Commercial Agents

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KBR Proprietary Data


Table 6.6 SENSITIVE
TRANSACTIONS AND
FACILITATING PAYMENTS

Level of delegation

Limit of authority

Task description: To communicate company


expenditures that may be considered
sensitive transactions and facilitating
payments.

The term sensitive transactions is commonly used to describe


a broad range of corporate dealings that are generally
considered to be illegal, unethical, or immoral or to reflect
adversely on the integrity of management. The transactions are
usually in the nature of kickbacks, bribes, or payoffs made to
favourable influence some decision affecting a companys
business or for the personal gain of an individual. Without
limiting the generality of the foregoing, the Companys
personnel are strictly prohibited from paying any bribe,
kickback, or other similar unlawful payment to, or otherwise
entering into a sensitive transaction with, any public official,
political party or official, candidate for public office, or other
individual in any country to secure any contract, concession, or
other favourable treatment for the Company.
Established Halliburton Company Policy provides specific
guidance regarding minor payments (facilitating payments) to a
foreign government employee whose duties are essentially
ministerial or clerical in nature, the purpose of which is to
expedite or to secure the performance of routine governmental
action.

Facilitating payments are coded to specific general ledger


accounts (NBS-g/l 522, SAP 4.6-g/l 500410 and SAP 4.7 Rel.1
g/l 800400).

E.1 and E.2 , Law Dept.

The limits established within the existing Halliburton Company


Policy are that all facilitating payments require prior approval
from the Division Controller and the Law Dept.

B.1and C.1, D.1 , Law


Dept.

Facilitating payments are discouraged, although they may be


required. A facilitating payment requires the prior approval of
the KBR Sr. VP Legal or designee. All facilitating payments
must be reported to the KBR CAO or VP Finance.
Business intermediaries retained by KBR and any of its
affiliated and associated companies must be documented by an
agreement and approved by the Law Dept and in compliance
with KBR Sales Guidelines below.
Applicable Company Policies include:
3-0005 Code of Business Conduct Sensitive Transactions
3-1540 Facilitating Payments
1705 Sales Guidelines
2105 Sales Guidelines

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KBR Proprietary Data


Table 6.7 POLITICAL
CONTRIBUTIONS
Task description: To make political
contributions or provide for the use of
company property or services for the
benefit of political candidates or political
campaigns.

Level of delegation

Limit of authority

A.1 COO and Law Dept

Where the Company is legally permitted to make contributions,


approval of the COO is required. The Company (as
distinguished from the Companys PAC) is legally prohibited
from making contributions, directly or indirectly, in many
jurisdictions, including supporting political candidates for
elective federal office in the United States. Indirect
expenditures on behalf of a candidate, such as travel on
Company aircraft, may constitute a contribution.
Applicable Company Policies include:
3-0012 Code of Business Conduct Political Contributions

Table 6.8 CHARITABLE


CONTRIBUTIONS

Level of delegation

Limit of authority

Task description: To make donations or


contributions, on behalf of KBR, to charitable,
educational, or non-profit organizations.

All charitable contributions and programs are to be coordinated


with the Halliburton Foundation Committee, where applicable.
All contribution requests are to be submitted to the KBR
Communications Department for review and approval, in
addition to the approvals required below:
B.1 KBR CAO or VP
Finance and E.1 Director
of Communications

Over $1,000

E.1 or E.2 and Director of


Communications

Up to $1,000

F.1 or F.2 and E.1


Director of
Communications

Up to $250

Amounts are on a per year and per institution basis.


Cumulative contributions may not exceed Division budgeted
amounts.
Applicable Company Policies include:
3-07670 Plan for Aid to Education and Selected Charities
3-1565 Aid to Education and Selected Charities Outside of the
United States

Table 6.9 COMMENCEMENT OF


LEGAL ACTION OR ARBITRATION
PROCEEDINGS
Task description: To approve the initiation of
legal action or arbitration.

Level of delegation

Limit of authority

B.1 or C.1 and Law Dept

Authorize the initiation of legal action or arbitration.

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April 2005 REV

KBR Proprietary Data


Table 6.10 PARENT COMPANY
GUARANTEES
Task description: The issuance of parent
guarantees will be limited to unique
situations where determined to be
commercially justified. Parent guarantees
may be issued by Kellogg Brown & Root
Inc. and other KBR entities. Procedures
for requesting, reviewing, and issuing
such guarantees are outlined in Sales
Procedure 2210. Approval levels are
indicated in this Table.
Halliburton Company guarantees are
generally not available. No commitment
for such should be made without the
written advance approval of the
Halliburton Company CFO.
All guarantees issued on behalf of joint
ventures require written counter
guarantees from joint venture partners
equivalent to their ownership interest in
the entity.

Level of delegation

Limit of authority
Issuing Entity

A.1 COO, B.1 VP Finance


or KBR CAO
C.1 SR. V.P Division,
SR. V.P. Law Dept.
V.P Sales & Marketing,
D.1 Treasurer

Kellogg Brown & Root, Inc., other KBR entities in the U.S.

B Halliburton CFO &


General Counsel, C
Halliburton CAO A.1
COO, B.1 VP Finance or
KBR CAO
C.1 SR. V.P. Division
SR.V.P. Law Dept.
V.P Sales & Marketing,
D.1 Treasurer

Halliburton

A.1 COO, B.1 VP Finance


or KBR CAO
C.1 SR. V.P Division,
SR. V.P. Law Dept.
V.P. Sales & Marketing
Region Sales Lead
D.1 VP Division
KBR Chief Region
Counsel, and Treasurer

Non-U.S. Entity Guarantees

The KBR & Non-U.S. Entity Guarantee documents will be


signed by the VP Finance, or in his absence, by the Division Sr.
VP, or the Sr. VP, Legal. The Halliburton Guarantee document
will be signed by the Halliburton CFO.
Form B-3 Parent Company Guarantee Approval Request is to
be completed by KBR Sales Leader. The Procedure steps are
within the KBR Sales Guidelines.
Applicable Company Policies include:
KBR Sales Guideline:
P-GL-KBR-SALES-001 Issuance of Parent Company
Guarantees
3-0250 Parent Company Guarantees

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April 2005 REV

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