E-34 — Investment Authorisation

The Investment Committee’s authorisation record — the recommendation memorandum the committee saw, the decision, the conditions, the authority-and-mandate verification and the dissent. One concept, two co-equal owning routes: the fund-commitment IC (SD-03.9) and the direct-investment IC (SD-04.5).

Purpose

Every institutional investor runs investment decisions through a governance gate — the Investment Committee — and the IC’s authorisation is the authority any subsequent execution depends on. SD-03.5 cannot proceed with a fund commitment without the SD-03.9 IC’s approval; SD-04.6 cannot proceed with a direct-investment close without the SD-04.5 IC’s approval. The authorisation is the chain of custody between diligence and close — what the IC saw, what it decided, on what date, with what conditions, against what authority. None of that is answerable from a transient process record — the governance audit trail must be answerable from a stored authorisation.

The Investment Authorisation is that record. It is a computed-metric-as-entity: a record that feeds a governance, audit or regulatory decision answerable only from a stored record, and one that recomputation may not reproduce. The authorisation meets both tests: the regulator and the board must be able to ask, of any executed commitment or deal, “show me the IC memorandum the committee saw, its decision and its conditions” — and the answer must be a stored record, not a recomputation that today’s pipeline would no longer produce. The authority-and-mandate verification, the dissent, the conditions of approval and the recommended-versus-approved commitment amount are the as-decided record the audit reads.

The entity is one concept, two co-equal owning routes — the second co-owned entity in the model after E-27 Liability Profile. The fund-commitment IC (SD-03.9) and the direct-investment IC (SD-04.5) are structurally parallel governance gates over different deal chains: a real firm may operate one IC body across both routes or two separate bodies, but the model carries the capability as one entity with the investment_route field naming which IC route an authorisation came from. The investment_route is not a partition key — there is no schema authority either route holds over the other, and either route’s authorisation is a complete instance in its own right. It is co-ownership outright, in the E-27 pattern: two views of the same kind of governance record, jointly the authoritative source for it.

Attribute schema

ColumnTypeDefinition
authorisation_idvarcharPrimary key.
investment_routevarcharThe IC route the authorisation came from — fund_commitment (SD-03.9) / direct_investment (SD-04.5). The route, not a partition key.
subject_typevarcharWhat subject_id resolves against — fund (PM-01) on the fund-commitment route; deal (PM-15), portfolio_company (PM-04) or real_asset (RA-01) on the direct route.
subject_idvarcharThe subject of the authorisation — for fund_commitment, FK → PM-01 (the fund); for direct_investment, FK → PM-15 (the deal / investment opportunity the committee is deciding), PM-04 (the portfolio company) or RA-01 (the real asset).
ic_memorandum_refvarchar (FK → E-15)The IC memorandum the committee saw, referenced through Document Metadata.
decisionvarcharThe IC’s decision — approve / approve_with_conditions / decline / defer.
conditionstextThe conditions attached to an approve_with_conditions decision — side-letter outcomes, structuring revisions, diligence items that must close before execution proceeds.
committee_meeting_datedateThe date of the committee meeting at which the decision was taken.
dissent_recordtextThe recorded dissent — committee members who voted against or abstained, and the recorded reasons; the structured minute of the discussion’s substance.
authority_verification_notetextThe note confirming the firm’s corporate authority to enter the commitment / deal — the board / committee delegation under which the IC acts.
mandate_fit_notetextThe note confirming the commitment / deal fits the mandate, the asset allocation and the pacing plan in force.
recommended_commitment_amountdecimalThe commitment amount the memorandum recommended.
approved_commitment_amountdecimalThe commitment amount the committee approved — may differ from recommended where the committee scales the decision.
approval_datedateThe date the approval was recorded (typically the committee-meeting date; may differ for written-procedure approvals).
statusvarchardraft / under_review / decided / superseded.

Notes

  • The subject set, per route. Each owning route reads the same subject_id contract from its own side. For the fund-commitment route (SD-03.9) the subject is the fund (PM-01) — unchanged by the deal-record extension. For the direct-investment route (SD-04.5) the subject set includes the deal itself (PM-15 Deal / Investment Opportunity) — the natural subject now that the pipeline record is first-class, since the IC decides a deal, and may do so before the target is mastered — alongside the portfolio company (PM-04) and the real asset (RA-01) for authorisations framed directly against a mastered target. Extending the subject set is a change to the shared schema both co-owners hold jointly; neither route’s own subjects were altered by it. Because the subject set spans four masters, subject_type is the discriminator that names which master a given subject_id resolves against — the same typed-reference pattern E-12 (subject_type / subject_id) and PM-09 (holding_type / target_id) carry.
  • Co-owned by SD-03.9 and SD-04.5. One concept, two co-equal owners, the fund-commitment view and the direct-investment view of the same kind of governance record. There is no key attribute that assigns an instance to one owner or the other — investment_route records which route an authorisation came from, but it is not a partition key in the E-04 / E-25 / E-29 sense (no schema authority is split). The full pattern is documented in ownership-map.md, and is the same pattern E-27 Liability Profile follows.
  • The IC memorandum is the load-bearing artefact. The memorandum (referenced through ic_memorandum_ref) is the synthesis document the committee was asked to decide against — the GP / deal summary, the thesis, the diligence findings, the proposed structure, the recommended commitment. The authorisation record points at the memorandum the committee actually saw; a revised memorandum after the decision is a new memorandum, not a mutation of this one.
  • recommended_commitment_amount and approved_commitment_amount carry the as-decided record. Where the committee scales a recommendation, both numbers are stored — the audit answers “what was the firm recommending versus what was the firm approving” from a record.
  • status = superseded is the close on an authorisation revised by a later IC decision (a re-decision after material change in conditions, a top-up commitment authorised separately). The set of authorisations against a subject is the as-decided history.

Out of scope

  • The diligence work the memorandum synthesises — that is the SD-03.3 (ODD) / SD-03.4 (IDD) artefacts for the fund-commitment route, the SD-04.3 diligence pack for the direct-investment route; E-34 carries the decision the diligence informs, not the diligence work itself.
  • The legal close the authorisation enables — that is the SD-03.5 (fund commitment) / SD-04.6 (deal closing) operation; E-34 is the authority the close runs under, not the close itself.
  • The commitment record on the funds-flow side — that is PM-06 LP Commitment (for fund commitments) or the post-close direct holding (for direct investments); E-34 is the authorisation behind the commitment, not the commitment record itself.
  • The IC pipeline and cadence — those are SD-03.9 / SD-04.5’s operational artefacts; E-34 is the as-decided record of one IC decision, not the pipeline of decisions.
  • The deal record the direct route decides on — that is PM-15 Deal / Investment Opportunity, referenced through subject_id; E-34 is the decision against the deal, not the deal itself.

Owned and consumed by

  • Owned by: co-owned by SD-03.9 Fund-Commitment Approval & Authorisation (the IC gate for the fund-commitment route in BD-03) and SD-04.5 Investment Approval & Authorisation (the IC gate for the direct-investment route in BD-04) — a single concept with two co-equal owners, the fund-commitment IC view and the direct-investment IC view of the same kind of governance record. The full pattern is documented in ownership-map.md, and parallels E-27 Liability Profile.
  • Consumed by: SD-03.5 Fund Commitment & Subscription (the fund-route execution that runs under the authorisation), SD-04.6 Deal Execution & Legal Closing (the direct-route execution that runs under the authorisation), SD-12.8 Capital Call & Distribution Processing (the funds-flow side of fund commitments), SD-16.1 Corporate & Fund Governance (the governance machinery the IC operates within), SD-14.8 Internal Audit (the as-decided record the audit reads).

Open extensions

  • The conditional-approval sub-model — the precise contract between an approve_with_conditions decision and the downstream gate that verifies the conditions have been satisfied before execution proceeds.
  • The IC Memorandum entity — whether the memorandum itself warrants first-class status alongside the authorisation, or remains a Document Metadata reference.
  • The cross-route consolidated IC — how a firm running one IC body across both routes consolidates the authorisations at the implementation level (the model carries the capability as one entity; the operational structure is an implementation matter).
  • The relationship to the SD-01.10 pacing-plan-in-force when the authorisation was taken — whether the pacing-plan version is stored on the authorisation.

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