In 1983, the Office of Management and Budget issued the current version of its Circular A-76. The Circular establishes executive branch policy for the performance of commercial activities. It guides agency managers in deciding whether a given activity should be performed “in-house” by government workers or should be “contracted out” to the private sector.
In collective bargaining negotiations between the United States Department of Health and Human Services and the American Federation of Government Employees, the union proposed a contract provision that would require HHS to make contracting out decisions in accordance with the provisions of Circular A-76. HHS argued that the proposal would usurp authority reserved by law to agency managers and refused to bargain over the proposal. The Federal Labor Relations Authority, however, ordered HHS to bargain over the proposal. HHS sought review of the Authority’s decision. Because the proposal would encroach on prerogatives reserved by law to agency management, 5 U.S.C. § 7106(a), and because it would create an inconsistency with a government-wide directive in violation of 5 U.S.C. § 7117, we set aside the order of the Federal Labor Relations Authority and deny its cross-application for enforcement.
I.
A.
Title VII of the Civil Service Reform Act of 1978, 5 U.S.C. §§ 7101-7135 (1982), establishes a collective bargaining system for federal employers and employees. In establishing that system, Congress sought to safeguard the rights of employees to “organize, bargain collectively, and participate through labor organizations of their own *1089choosing in decisions which affect them.” 5 U.S.C. § 7101(a)(1).
Title VII is not simply an “employees’ rights” statute, however. In it, Congress sought to balance the public interest served by the protection of employees’ rights against the public interest served by granting agency managers the powers needed to govern effectively. Congress recognized in Title VII “the special requirements and needs of the Government,” and carefully directed that its provisions be interpreted “in a manner consistent with the requirement of an effective and efficient Government.” 5 U.S.C. § 7101(b).
Title VII subjects both federal employers and employee unions to a duty to bargain in good faith over “conditions of employment.” 5 U.S.C. §§ 7114(a)(4), 7103(a)(12). The Act defines “conditions of employment” broadly, to include “personnel policies, practices, and matters ... affecting working conditions.” 5 U.S.C. § 7103(a)(14). Agencies must make “good faith” efforts to reach agreement with employee representatives on subjects committed to bargaining, 5 U.S.C. § 7114(a)(4), and where bargaining fails to produce an agreement, the statute provides for binding resolution of the dispute. 5 U.S.C. § 7119(b), (c)(5)(B) & (C). A duty to bargain over a proposal, therefore, does more than simply require an agency to negotiate; it subjects the agency to the possibility that the proposal will become binding.
Recognizing the need to promote the effectiveness and efficiency of government, the Act limits the duty to bargain. The “management rights clause” of the Act reserves certain prerogatives to management, and exempts those subjects from bargaining. 5 U.S.C. § 7106. That provision reads, in pertinent part:
[Njothing in this chapter shall affect the authority of any management official of any agency—
(2) in accordance with applicable laws—
(B) ... to make determinations with respect to contracting out.
5 U.S.C. § 7106(a)(2)(B). Section 7117 of the Act further limits the duty to bargain, precluding negotiation over contract proposals that are “inconsisten[t] with any Federal law or Government-wide rule or regulation.” 5 U.S.C. § 7117(a)(1).
B.
Circular No. A-76, published by the Office of Management and Budget, establishes “the policies and procedures used [by executive branch departments and agencies] to determine whether needed commercial or industrial type work should be done by contract with private sources or in-house using Government facilities and personnel.” 44 Fed.Reg. 20557 (1979). A Supplement to the Circular “sets forth procedures for determining” whether a given activity should be performed by government employees or contracted out. Office of Management and Budget, Circular No. A-76 (Revised) 1 (1983) [hereinafter, OMB Circular A-76].
During negotiations between HHS and the union, the union proposed a contract provision that would require HHS to make contracting-out decisions in accordance with the Circular. Title VII requires all collective bargaining agreements to include grievance procedures, 5 U.S.C. § 7121(a)(1), and provides that grievances that cannot be resolved satisfactorily through such procedures must be submitted to binding arbitration. 5 U.S.C. § 7121(b)(3)(C). Because Title VII defines grievance to include claims of breaches of collective bargaining agreements, 5 U.S.C. § 7103(a)(9)(C)(i), incorporation of the Circular’s requirements in the collective bargaining agreement would subject disputes over the Circular’s application to this grievance and arbitration procedure. 5 U.S.C. § 7103(a)(9)(C)(i).
HHS determined the proposal to be nonnegotiable. The agency found that the proposal would violate the management rights clause by affecting management decisions to contract out. According to the agency, the proposal would at least delay the exercise of management’s right to contract out. In some cases, it would result in arbitrators, rather than agency management, *1090making substantive contracting out decisions. HHS also found that the proposal would violate § 7117. It contended that incorporating the Circular’s requirements into the collective bargaining agreement would subject disputes over its application to the Act’s protracted grievance and arbitration procedures. HHS argued that this would create an inconsistency with a government-wide regulation, in this case the Circular itself, because the Circular provides for an exclusive, expedited appeals procedure.
The union petitioned the Federal Labor Relations Authority (FLRA) for review of HHS’s finding of nonnegotiability, and the FLRA ruled that the proposal was subject to the duty to bargain. American Federation of Government Employees, AFL-CIO, Local 1923 and Department of Health and Human Services, 22 F.L.R.A. 1071 (1986). The FLRA held that the proposal was not inconsistent with the management rights clause of § 7106 because it would not in itself impose any substantive limits on management’s right to make decisions on contracting out, but would merely recognize existing constraints on that right. The Authority also held that the proposal did not violate § 7117 because alleged violations of the Circular were already subject to the Act’s grievance procedures, and the proposal therefore did not create any new right of appeal that was inconsistent with the Circular.
HHS moved for reconsideration, and when that motion was denied by the FLRA as untimely, appealed to this court. A divided panel enforced the FLRA’s order. United States Department of Health and Human Services v. FLRA, 822 F.2d 430 (4th Cir.1987). Review by the en banc court followed.
C.
The FLRA “is entitled to considerable deference when it exercises its ‘special function of applying the general provisions of the [Civil Service Reform] Act to the complexities’ of federal labor relations.” Bureau of Alcohol, Tobacco & Firearms v. FLRA, 464 U.S. 89, 97, 104 S.Ct. 439, 444, 78 L.Ed.2d 195 (1983). We may overturn the FLRA’s interpretation of Title VII only if it is “arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with law.” 5 U.S.C. §§ 706(2)(A), 7123(c).
Despite the deference owed the FLRA, however, we must “decide all relevant questions of law [and] interpret constitutional and statutory provisions.” 5 U.S.C. §§ 706, 7123(c). We may “not ‘rubber-stamp ... administrative decisions that [we] deem inconsistent with a statutory mandate or that frustrate the congressional policy underlying a statute.’ ” Bureau of Alcohol, Tobacco & Firearms v. FLRA, 464 U.S. at 97, 104 S.Ct. at 444. Here the FLRA has misconstrued the provisions of Title VII and undermined the intent of Congress to ensure the efficient and effective operation of government. The union’s proposal violates both the management rights clause of § 7106 and § 7117(a)(1). Accordingly, we deny enforcement of the Authority’s order.
II.
A.
Congress enacted the management rights clause to ensure that the collective bargaining system in Title VII would not undermine the effectiveness of government through unwarranted intrusion on management prerogatives. In broad and sweeping language, that clause declares that, with certain prescribed exceptions, “nothing in this chapter shall affect the authority of any management official of any agency” to exercise certain management authority, including the authority to contract out work. 5 U.S.C. § 7106(a) (emphasis added). This language makes plain the priority Congress placed on the protection of management authority. It would have been difficult, if not impossible, for Congress to choose more emphatic or comprehensive language in drafting the management rights clause.
The legislative history of the clause, like its language, shows that Congress intended *1091it to be both “broad,” H.R.Rep. No. 1403, 95th Cong., 2d Sess. 12 (1978), reprinted in Subcomm. on Postal Personnel and Modernization, Comm, on Post Office and Civil Service, 96th Cong., 1st Sess., Legislative History of the Federal Service Labor-Management Relations Statute, Title VII of the Civil Service Reform Act of 1978 (Comm. Print 1979) 675, 682 [hereinafter cited as Legislative History ], and “strong,” 124 Cong.Rec. E4497 (daily ed. Aug. 10, 1978) (statement of Rep. Clay), reprinted in Legislative History at 843, or even “unusually strong.” H.R.Rep. No. 1403, 95th Cong., 2d Sess. 377 (1978) (supplemental views of seven Representatives), reprinted in Legislative History at 721. Congress sought, in Title VII, to protect the “paramount right of the public to as effective and efficient a Government as possible,” H.Con.Rep. No. 1717, 95th Cong., 2d Sess. 154, reprinted in 1978 U.S. Code Cong. & Ad.News 2723, 2860, 2888, and in Legislative History 793, 822, and strengthened management power in order to do so. See also Bureau of Alcohol, Tobacco & Firearms v. FLRA, 464 U.S. at 92, 104 S.Ct. at 441 (Title VII strengthened the position of public employee unions while “carefully preserving the ability of federal managers to maintain ‘an effective and efficient government’ ”) (quoting 5 U.S.C. § 7101(b)); National Treasury Employees Union v. FLRA, 691 F.2d 553, 560 (D.C.Cir.1982) (legislative history of the management rights clause “reflects a broader congressional desire to preserve the Federal Government’s ability to operate in an effective and efficient manner”). Rep. Udall stated that Title VII
[M]oves to meet some of the legitimate concerns of the Federal employee unions as an integral part of what is basically a bill to give management the power to manage and the flexibility that it needs.... We are saying to the federal employees that we are going to give management some broad new rights here in this legislation, we are going to enable them to move. And employee organizations are saying, in turn, that they are entitled to have a more independent, secure position from which to deal with management as it operates under this new freedom in the bill.
124 Cong.Rec. H9633 (daily ed. Sept. 13, 1978) (emphasis added), reprinted in Legislative History at 923.
In order to ensure that collective bargaining does not interfere with the ability of government managers to conduct efficient operations, Congress deliberately “specifie[d] areas for decision which are reserved to the President and heads of agencies, which are not subject to the collective bargaining process.” S.Rep. No. 969, 95th Cong., 2d Sess. 12-13 (1978), reprinted in 1978 U.S.Code Cong. & Ad. News 2723, 2734, and in Legislative History 740, 749-50. The rights reserved by the management rights clause, including the right to make decisions on contracting out, were considered so integral to management’s ability to manage that Congress intended that managers “not negotiate under any circumstances” on them. H.Con. Rep. No. 1717, supra, at 153, reprinted in 1978 U.S.Code Cong. & Ad.News at 2887, and in Legislative History at 821. See also H.R.Rep. No. 1403, supra, at 43, reprinted in Legislative History at 689 (areas reserved to management by § 7106(a)(2) “may not be subject to collective bargaining”). The conference report on the bill “emphasize[s] ... that nothing in the bill is intended to require an agency to negotiate on the methods and means by which agency operations are to be conducted.” H.Con.Rep. No. 1717, supra at 154, reprinted in 1978 U.S.Code Cong. & Ad. News at 2887-88, and in Legislative History at 822.
In the context of the federal employer-employee relationship, there is a tension between effective and efficient management and collective bargaining. To manage, one must control and direct. The essence of bargaining, on the other hand, is compromise. Congress recognized this tension in Title VII, which strikes a balance between the public interest served by collective bargaining and that served by an effective and efficient government. Title VII imposes a broad duty to bargain. It also cordons off an area of management *1092prerogative which Congress thought must be immune from the pressures of bargaining if government managers were to direct public agencies and conduct public business in the manner the public expects.
B.
The management rights clause of the Act states that “nothing in this chapter shall affect” the ability of agency managers “to make determinations with respect to contracting out.” 5 U.S.C. § 7106(a). The union proposal, however, would dramatically affect the right of agency managers to make contracting out decisions. It threatens, in fact, to divest agency managers of their authority to contract out and invest that authority in labor arbitrators.
Should the union proposal be found a subject of mandatory bargaining, HHS would be required to bargain in good faith over the proposal and would face the possibility that it would be ordered included as a binding provision of the contract. 5 U.S.C. §§ 7114(a)(4); 7119. Were the proposal thus incorporated into the collective bargaining agreement, disputes over the application of OMB Circular A-76 would be subject to the grievance procedures and binding arbitration procedure required by Title VII. 5 U.S.C. § 7103(a)(9)(C)(i); 7121(b)(3)(C). Submission of such disputes to grievance review and arbitration would “affect” management authority to contract out both by transferring from agency management to arbitrators substantive decision making authority and by delaying and destabilizing agency contracting out decisions.
Nothing in the statute or the Circular warrants any such result. OMB Circular A-76 is a managerial document. It provides few objective standards for review by arbitrators; its application calls for the exercise of judgment and discretion. For example, it directs that “commercial activity” be contracted out when permissible. OMB Circular A-76 at 1. Application of the Circular therefore begins with a determination of which activities are “commercial” and which are “governmental.” These categories, however, are necessarily defined in inexact terms:
A Governmental function is a function which is so intimately related to the public interest as to mandate performance by Government employees. These functions include those activities which require either the exercise of discretion in applying Government authority or the use of value judgment in making decisions for the Government.
Id. at 2 (¶ 6(e)). In an attachment, the Circular provides a list of examples of commercial activities, but states that “[ajgency management must use informed judgment on a case-by-case basis in making these decisions.” Id. at 7 n. 1 (emphasis added). Arbitrators reviewing the decisions of agency managers may not substitute their judgment for that of management when a decision is a matter of discretion. See National Treasury Employees Union v. FLRA, 767 F.2d 1315, 1317-18 (9th Cir.1985). However, where the entire decision-making process is permeated with discretion, as it is under the Circular, that substitution would be inevitable.
Reliance on agency judgment is a recurring theme of the Circular and its accompanying Supplement. See HHS v. FLRA, 822 F.2d at 444-45 (Wilkinson, J., dissenting). The Supplement, while providing detailed instructions for agencies to use in making decisions regarding contracting out, routinely requires agency managers to make subjective “judgment calls.” Part I of the Supplement, “Policy Implementation,” provides specific flowcharts which guide deci-sionmaking in a seemingly mechanistic fashion. These flowcharts, however, provide “mechanical” instructions only after an agency manager has made a discretionary decision. For example, in deciding whether new requirements should be met in-house or by contracting out, agencies must determine whether a given activity is “commercial” or “governmental,” whether the “national defense” requires a commercial activity to be performed in-house, whether there is a “satisfactory” commercial source, and whether competitive contract costs would be “reasonable.” OMB Circular A-76, Supplement at 1-6. In the *1093case of existing contracts, agencies must determine whether current contract costs are “reasonable and performance is satisfactory,” whether prices offered by bidding contractors are “reasonable,” and whether in-house performance is “feasible.” Id. at 1-8. It would be difficult to devise more discretionary criteria.
Part I also directs that in-house cost estimates be based on “the most efficient and cost-effective in-house operation needed to accomplish” the task at hand. Id. at 1-12. While this directive seems, at first blush, to provide a purely mandatory rule, it provides an opportunity for arbitrators to second-guess managerial decisions. For example, in Headquarters, 97th Combat Support Group (SAC), Blytheville Air Force Base, Arkansas and American Federation of Government Employees, AFL-CIO, Local mo, 22 F.L.R.A. 656, 661 (1986), the FLRA ruled that arbitral review of decisions on contracting out would not impinge on management rights because review would be limited to “mandatory provisions” of the Circular. The FLRA in that case upheld an arbitrator’s reversal of an Air Force decision to contract out certain work, in part because the Air Force’s cost comparison called for upgrading a job position. The arbitrator’s decision was ostensibly based on the “mandatory” rule that cost comparisons be based on the most efficient and cost-effective operation. In fact, it allowed the arbitrator, who apparently disagreed with “the equally reasonable conclusion that, especially with regard to temporary work, a position staffed at a higher grade level might result in greater efficiency by attracting a higher quality employee,” Ketler, Federal Employee Challenges to Contracting out: Is There a Viable Forum?, Ill Mil.L.Rev. 103, 147 (1986), to substitute his own judgment on a discretionary matter for that of agency managers.
Part III of the Supplement, “Management Study Guide,” suggests ways in which agencies may identify the most efficient and effective organization for in-house performance of an activity. The organization so identified becomes the basis upon which cost comparisons are conducted and decisions on contracting out are made. OMB Circular A-76 Supp. at III — 1. Although it advises management, the Management Study Guide is careful to note that it “does not purport to replace the agencies [sic ] own management techniques.” Id.
The Management Study Guide again places broad discretion in the hands of agency managers:
Specific techniques used ... can range the entire spectrum of work measurement, value engineering, methods improvement, organizational analysis, position management and systems and procedures analysis_ The techniques chosen depend on the type of function involved and the data, time and analysts available.
Id. at III-3. It also requires managers to establish “performance indicators” which necessarily involve subjective judgments. For example, the Guide describes several “generally useful” indicators, including “Qualitative,” which measures “how well outputs were produced against a standard,” and “Effectiveness,” which measures “mission performance.” Id. at III — 5, 6.
Part IV of the Supplement, “Cost Comparison Handbook,” provides “detailed instructions” for use by agencies in comparing the cost of performing an activity in-house with the cost of contracting out the same activity. Id. at IV-1. Use of the Handbook is mandatory, id., and it is the most “mechanical” portion of the Supplement. Nevertheless, it still requires agency managers to make judgmental decisions, and arbitral review of its application would allow arbitrators to second-guess those decisions. For example, “[development of the in-house staffing estimate is a crucial step of the cost comparison process.” Id. at IV-7. Managers must construct an estimate that describes the most efficient and effective organization needed to accomplish an activity. Id. They may use “a variety of tools” to do so, including “manpower standards, staffing guides, prior experience, similar operations at other locations, actual work measurement and informed *1094judgment.” Id. (emphasis added). Arbi-tral review of decisions made on the basis of factors such as “prior experience” and “informed judgment” must either involve the substitution of arbitrators’ judgment for that of agency managers or be meaningless.
Subjecting disputes over the application of Circular A-76 to grievance review and arbitration would also affect management decisions in violation of 5 U.S.C. § 7106 by delaying the exercise of management authority and increasing the uncertainty faced by agencies and would-be contractors. The Circular’s expedited appeals procedure requires that protests be received by the agency within fifteen working days after the agency releases the documents supporting its cost comparison. OMB Circular A-76 Supp. at 1-15. The agency may extend this limit to thirty days where a cost comparison is unusually complex. Id. A decision on the appeal must be made within thirty days of receipt of the protest. Id. at 1-14.
In contrast, the Act’s grievance and arbitration procedures can take years. See Ketler, supra, at 141 n. 182. Were the union proposal adopted, union members could delay contracting out decisions indefinitely by merely filing grievances. This would undermine the Circular’s own goal of facilitating prompt and efficient decisions. “Prompt resolution of government procurement appeals is imperative. Funds must be obligated, if at all, during the fiscal year for which they are appropriated, and undue delay in implementing either a contract award or in-house ... plan may, because of rapidly changing economic conditions, invalidate the original cost comparison.” Id. at 117 (footnote omitted). The delay and uncertainty accompanying arbi-tral review may also undermine the bidding process by causing some firms not to bid on government projects, and others to include the costs of delay and uncertainty in their bids. The result in either case cannot help but “affect” the ability of agency managers to make decisions with respect to contracting out. Because § 7106(a)(2)(B) states categorically that “nothing in this chapter shall affect” their authority to make such a determination, HHS can be required to bargain over the proposal only if the proposal comes within one of the exceptions to § 7106(a).
III.
There are three possible sources of limitation on the management rights clause. In finding that the clause would not be violated by requiring HHS to bargain over the proposal, the FLRA relied upon two of them. First, § 7106(b) states that the management rights clause does not preclude negotiation over the procedures under which management authority is exercised. The FLRA held that the proposal would not impose substantive limits on management authority to contract out, but governed only negotiable procedures. Second, § 7106(a) applies only to proposals that “affect” management authority. The FLRA held that bargaining over the proposal would not “affect” management rights because § 7121 of Title VII subjects disputes over the application of Circular A-76 to the Act’s grievance and arbitration procedures even in the absence of the union proposal. The requirement that managers follow “applicable laws,” 5 U.S.C. § 7106(a)(2), also limits the management rights clause, and that limitation would be relevant if Circular A-76 were such a law.
These three categories exhaust the possible limitations on the management rights clause. Because the requirement that HHS bargain over the proposal does not come within any of them, the management rights clause bars negotiation over the proposal.
A.
Government managers are required to exercise their authority “in accordance with applicable laws.” 5 U.S.C. § 7106(a)(2). This limitation on the management rights clause does not justify requiring HHS to bargain over the union’s proposal, however, because OMB Circular *1095A-76 is not an “applicable law. 1
Were the Circular held to be an “applicable law” within the meaning of § 7106, it would be impossible for the executive branch to formulate policy directives, and for the President to instruct his subordinates, without giving rise to third party rights to challenge those policies and instructions. Whether an agency head is following the directives of the President is not for an arbitrator to determine. Were the internal management directives of the executive branch held to give rise to enforceable third party rights, the obvious result would be chaos. The President would be forced to compete with arbitrators over the interpretation of executive branch policy. Executive branch managers who formulated policy directives would cede control of their agencies to outside parties. Their only alternative would be to cease issuing such directives, which would also result in confusion and inefficiency. For these reasons, it has long been held that the executive branch may promulgate such instructions without creating rights and obligations enforceable by third parties. See Michigan v. Thomas, 805 F.2d 176, 187 (6th Cir.1986); Local 2855, American Federation of Government Employees v. United States, 602 F.2d 574, 582 n. 28 (3d Cir.1979); Independent Meat Packers Association v. Butz, 526 F.2d 228, 236 (8th Cir.1975), cert. denied, 424 U.S. 966, 96 S.Ct. 1461, 47 L.Ed.2d 733 (1976). As an arm of the executive branch, OMB may issue Circulars that create no rights enforceable by third parties. In re Surface Mining Regulation Litigation, 627 F.2d 1346, 1357 (D.C.Cir.1980).
Circular A-76 itself reflects these concerns. By its terms, it declines to create enforceable rights in third parties. It states explicitly that it “shall not be construed to create any substantive or procedural basis for anyone to challenge any agency action or inaction on the basis that such action or inaction was not in accordance with” it. OMB Circular A-76 at 4. The Supplement to the Circular, in describing the Circular’s appeals procedure, repeats this statement, declaring that “[t]he procedure does not authorize an appeal from outside the agency or a judicial review.” OMB Circular A-76 Supp. at 1-14.
It is more than simply sound managerial policy that dictates the legal status of the Circular. The executive branch, including OMB, simply has no power to make the law; that power rests exclusively with Congress. Youngstown Sheet & Tube Co. v. *1096Sawyer, 343 U.S. 579, 587-88, 72 S.Ct. 863, 867, 96 L.Ed. 1153 (1952). A Presidential order may have the force and effect of law when it is issued pursuant to statutory mandate or a delegation from Congress of lawmaking authority, Independent Meat Packers, 526 F.2d at 234, but Circular A-76 was issued pursuant to no such authority. It was issued pursuant to the executive branch’s budget and management authority, by the Office of Management and Budget, “the President’s principal arm for the exercise of his managerial functions.” Reorganization Plan No. 2 of 1970, Message of the President, reprinted in 1970 U.S. Code Cong. & Ad.News 6315, 6316. It was intended as “a managerial tool for implementing the President’s personal ... policies and not as a legal framework enforceable by private civil action.” Independent Meat Packers, 526 F.2d at 236 (discussing Executive Order No. 11821).
Furthermore, the Circular provides no “law” to apply. It was updated in 1983, and courts considering whether its precursor was amenable to third party review uniformly held that it failed to provide jus-ticiable standards. The Third Circuit held that it did not “provide rules or specifications that would permit a court to adjudicate plaintiffs’ disagreements” with its application. Local 2855, 602 F.2d at 582. In American Federation of Government Employees, Local 2017 v. Brown, 680 F.2d 722 (11th Cir.1982), cert. denied, 459 U.S. 1104, 103 S.Ct. 728, 74 L.Ed.2d 952 (1983), the court found that even where a statute “elevate[d] some aspects of existing practice and procedure under Circular A-76 to the status of law,” questions regarding its application were “committed to agency discretion” because they involved “managerial choices inherently unsuitable for the judiciary to consider.” 680 F.2d at 724, 726-27. The current version of the Circular is more detailed than its predecessor, but as noted above, its “standards” remain premised on the exercise of managerial discretion and provide no basis for third party review. See Defense Language Institute v. FLRA, 767 F.2d 1398, 1401 (9th Cir.1985) (because the current Circular “lacks meaningful standards to guide management’s discretion,” its application, like that of its precursor, is not amenable to judicial review), cert. dismissed, 476 U.S. 1110, 106 S.Ct. 2004, 90 L.Ed.2d 647 (1986).
The Circular is thus not an “applicable law” under § 7106, nor is its claimed violation grievable under § 7103(a)(9)(C)(ii). Submitting disputes over the Circular’s application to grievance procedures and arbitration would necessarily “affect” the exercise of management authority to contract out. See supra at II-B. Were claimed violations of the Circular grievable under § 7103(a)(9)(C)(ii), Congress’s express declaration that “nothing in this chapter shall affect” the right of agency managers to make decisions regarding contracting out would become a virtual nullity. In short, the Circular confers no grievable, arbitra-ble, or justiciable rights on third parties under Title VII of the Civil Service Reform Act of 1978.
B.
The management rights clause does not exempt from bargaining “procedures which management officials of [an] agency will observe in exercising” their authority to make decisions to contract out work. 5 U.S.C. § 7106(b)(2). The FLRA contends that the proposal is such a procedure and is therefore negotiable.2 The proposal, however, is not a negotiable “procedure” because it would divest agency management of substantive decisionmaking authority.
*1097Federal courts must often grapple with the distinction between substance and procedure, but because “procedures” frequently encroach, in varying degrees, on the realm of substance, the distinction is difficult to draw. See Department of Defense, Army-Air Force Exchange Service v. FLRA, 659 F.2d 1140, 1151 n. 64 (D.C.Cir.1981), cert. denied, 455 U.S. 945, 102 S.Ct. 1443, 71 L.Ed.2d 658 (1982). “The line between ‘substance’ and ‘procedure’ shifts as the legal context changes,” Hanna v. Plumer, 380 U.S. 460, 471, 85 S.Ct. 1136, 1144, 14 L.Ed.2d 8 (1965), and the scope of § 7106(b)(2) must be determined not simply by reference to labels, but in accord with congressional intent in enacting Title VII. See Department of Defense Army-Air Force Exchange Service, 659 F.2d at 1159-60.
There can be no doubt that Circular A-76 is, to some extent, procedural. It prescribes procedures to be used by agencies in making determinations on contracting out. The mere fact that the Circular has a procedural component does not, however, bring it within the scope of § 7106(b)(2). The Circular describes a process to be used in making substantive decisions. The Authority’s position ignores the difference between the criteria employed in making a decision and the procedure to be followed in carrying it out. Equal Employment Opportunity Commission v. FLRA, 744 F.2d 842, 855 (D.C.Cir.1984) (MacKinnon, J., dissenting), cert. dismissed, 476 U.S. 19, 106 S.Ct. 1678, 90 L.Ed.2d 19 (1986). To ignore this distinction would erase the management rights clause, because “every management decisionmaking process would become a negotiable procedure.” HHS v. FLRA, 822 F.2d at 446 (Wilkinson, J., dissenting).
The FLRA has held that the mere fact that a procedural requirement will delay the exercise of management rights does not remove that requirement from § 7106(b)(2). In American Federation of Government Employees, AFL-CIO Local 199 and Army-Air Force Exchange Service, Dix-McGuire Exchange, Fort Dix, New Jersey, 2 F.L.R.A. 153, 156 (1979), the FLRA found negotiable a union proposal providing that an employee the agency had decided to suspend or remove could not actually be suspended or removed until the contractual grievance procedure, including arbitration, had been completed. The proposal did not touch on the substantive standards by which the grievance and arbitration procedure would be conducted; it required only that the procedure be completed before action was taken and its only foreseeable effect on the exercise of management rights was delay.
By contrast, the effect of the union proposal on management rights to contract out extends far beyond mere delay. By requiring that contracting out decisions be made “in accordance with OMB Circular A-76,” the proposal does more than require management to perform the analysis in the Circular before contracting out. It opens up to grievance review and arbitration the question of whether management, in performing the analysis, performed it correctly, allowing arbitration to negate agency decisions. Third party review would inevitably result in arbitrators supplanting agency managers as the final arbiters of the Circular’s discretionary requirements, and of government-wide contracting out policy. Such a result cannot be considered anything but “substantive.”
C.
The FLRA found the union proposal would not “affect” management rights because the proposal “would not change the statutorily prescribed scope and coverage of the parties’ negotiated grievance procedure.” AFGE v. HHS, 22 F.L.R.A. at 1073 (1986) (emphasis in original). The Authority contends that disputes over the application of the Circular fall within the purview of Title VII’s grievance mechanism even in the absence of the proposal. It is difficult to imagine how the parties and the Authority could have constructed so keen a controversy as this over a proposal which, if the Authority’s reading of the statute is correct, “gives the union nothing it did not already possess and deprives management of nothing it had not already lost.” Defense Language Institute, 767 F.2d at *10981402. The Authority’s interpretation of the statute, however, is flatly contradicted by its plain language.
Section 7121 of Title VII requires all collective bargaining agreements to “provide procedures for the settlement of grievances.” 5 U.S.C. § 7121(a)(1). “Grievance” is defined to include:
... any complaint—
(A) by any employee concerning any matter relating to the employment of the employee;
(B) by any labor organization concerning any matter relating to the employment of the employee; or
(C) by any employee, labor organization, or agency concerning—
(i) the effect or interpretation, or a claim of breach, of a collective bargaining agreement; or
(ii) any claimed violation, misinterpretation, or misapplication of any law, rule, or regulation affecting conditions of employment.
5 U.S.C. § 7103(a)(9). According to the FLRA, “[a]n allegation that [an agency] failed to comply with the OMB Circular, or with any other law or rule governing contracting-out, plainly falls within this expansive definition.” AFGE v. HHS, 22 F.L. R.A. at 1073 (quoting EEOC v. FLRA, 744 F.2d at 850).
The FLRA’s view again ignores completely the management rights clause, which states unequivocally that “nothing in this chapter shall affect” management’s right to make determinations regarding contracting out. The FLRA seeks to escape the effect of the management rights clause by pointing to the requirement in § 7106 that management rights be exercised “in accordance with applicable laws,” and asserting that § 7121 is itself an “applicable law.” Id. at 1073-74 (quoting EEOC v. FLRA, 744 F.2d at 849-51).
The flaw in the Authority’s reading of the statute is readily apparent. To read the statute this way is to read it to say “nothing in this chapter, except all the other provisions of this chapter, including § 7121, shall affect [management] authority ... to make determinations with respect to contracting out.” See EEOC v. FLRA, 744 F.2d at 857 (MacKinnon, J., dissenting). To read it this way would make grievable and arbitrable disputes over the exercise of all of the prerogatives reserved to management by § 7106(a) — including the right to determine the mission, budget, organization, number of employees, and internal security practices of an agency — despite that section’s clear command that “nothing in this chapter shall affect” management’s exercise of that authority. In short, to read the Act as the Authority does would be to read the management rights clause out of the statute, and to undermine completely congressional intent.3
The Authority seeks to avoid the difficulty with its reading of the statute by arguing that the management rights clause does not limit § 7121. Section 7121(c) exempts grievances on five specific subjects from the scope of grievance procedures in collective bargaining agreements. Grievances over contracting out decisions are not exempted, and the Authority therefore argues that § 7121 requires that disputes over such decisions be subject to grievance procedures and arbitration. The Authority points, however, to absolutely nothing in the statutory language that indicates that the list of exemptions in § 7121(c) is exclusive. Nor does the Authority point to anything in § 7121 to indicate that that section *1099is not subject to the broad and sweeping command of § 7106(a), that nothing in 5 U.S.C. §§ 7101-7135 may affect the exercise of reserved management authority. We must read “nothing in this chapter” to mean exactly what it says, and hold that the grievance and arbitration procedures required under § 7121 may not “affect” the right to contract out under § 7106(a).
IV.
In addition to the management rights clause, § 7117(a)(1) of Title VII further restricts the duty to bargain by “authoriz[ing] ... the issuance of government-wide rules or regulations which may restrict the scope of collective bargaining.” H.Con.Rep. No. 1717, supra, at 155, reprinted in 1978 U.S.Code Cong. & Ad. News at 2889, and in Legislative History at 823. Section 7117(a)(1) precludes negotiation over proposals that would create an “inconsisten[cy] with any Federal law or any Government-wide rule or regulation.” The union proposal creates such an inconsistency, and is therefore nonnegotiable.
Because Circular A-76 is not a federal law, § 7117(a)(1) can bar negotiation over the proposal only if the Circular is a “Government-wide rule or regulation” within the meaning of that paragraph. While the Circular, which was promulgated internally by OMB without any notice or comment, is not a “rule or regulation” in the ordinary sense of those terms, it is a “Government-wide rule or regulation” within the meaning of § 7117(a)(1). Cf National Federation of Federal Employees, Local 1497, and Department of the Air Force, Lowry Air Force Base, 9 F.L.R. A. 151, 154 (1982). In adopting § 7117(a)(1), Congress specifically intended that that term “be interpreted as including official declarations of policy of an agency which are binding on officials and agencies to which they apply.” H.Con. Report No. 1717, supra, at 158, reprinted in U.S.Code Cong. & Ad.News at 2893, and in Legislative History at 826.
The union proposal clearly conflicts with OMB Circular A-76. The Circular states that it “shall not be construed to create any substantive or procedural basis for anyone to challenge any agency action or inaction on the basis that such action or inaction was not in accordance with this Circular,” OMB Circular A-76 at 4, and establishes an exclusive appeals procedure which, by its terms, “may not be subject to negotiation, arbitration, or agreement.” OMB Circular A-76 Supp. at 1-15. The proposal would subject disputes over HHS’s application of the Circular to Title VII’s grievance and arbitration procedures, thereby nullifying these provisions.
Furthermore, the appeals procedure contemplated by the Circular differs markedly from that which the proposal would make effective. After supporting documentation is made available, appeals under the Circular must be received by the agency within fifteen working days, or, in “particularly complex” cases, thirty working days. OMB Circular A-76 Supp. at 1-15. A decision must be reached within thirty calendar days of the appeal’s receipt. Id. at 1-14. None of these requirements apply to the Act’s grievance and arbitration procedures, which may take several years. Ketler, supra, 111 Mil.L.Rev. at 141 & n. 182. The proposal thus creates glaring inconsistencies with the Circular and is therefore nonnegotiable.4
V.
The FLRA’s order suffers from several critical flaws. First, it effectively repeals an integral part of Title VII of the Civil Service Reform Act of 1978: Congress’s broad and emphatic reservation of authority to agency management in § 7106(a). Second, it contradicts the express terms of the Circular itself, in violation of § 7117. *1100Finally, the effects of the order are precisely what Congress attempted to avoid. By expanding the opportunities for delay and uncertainty, the order disrupts the bidding process and threatens the effective and efficient system created by the Circular for making contracting out decisions. It invests arbitrators with the statutory powers of agency managers to make substantive contracting out decisions, and divests the executive branch of the most rudimentary powers of self-governance. It transforms basic tools of management into occasions for intrusion. By granting to third parties the power to challenge and review reserved decisions, it presents agency managers with the Hobson’s choice of surrendering control over the interpretation of policy directives or attempting to manage without such instructions to subordinates. The result in either case would be an ineffective and inefficient, if not chaotic, executive branch. We decline to enforce an order which so plainly contravenes congressional intent.
ENFORCEMENT DENIED.
. The FLRA issued its decision in this case in July, 1986. HHS did not explicitly argue that OMB Circular A-76 is not an "applicable law” until it filed its Motion to Reconsider, which the FLRA rejected as untimely, in October, 1986. The dissent notes that the Civil Service Reform Act of 1978 "expressly provides that when an aggrieved party seeks judicial review of a final order of the FLRA ‘[n]o objection that has not been urged before the Authority, or its designee, shall be considered by the court, unless the failure or neglect to urge the objection is excused because of extraordinary circumstances.' ” Infra at 1102 (quoting Equal Employment Opportunity Commission v. FLRA, 476 U.S. 19, 23, 106 S.Ct. 1678, 1680, 90 L.Ed.2d 19 (1986)).
For several reasons, however, we believe that this court can and should address this issue. See United States Department of Health and Human Services v. FLRA, 822 F.2d 430, 443 n. 2 (4th Cir.1987) (Wilkinson, J., dissenting). It has been fully briefed and argued before the Court of Appeals. See EEOC v. FLRA, 476 U.S. 19, 24, 106 S.Ct. 1678, 1681, 90 L.Ed.2d 19 (1986). The Authority was also fully apprised of its existence. At the time of the Authority's decision, there had been two conflicting decisions by the Courts of Appeals on the question of the grieva-bility of violations of the Circular, Defense Language Institute v. FLRA, 767 F.2d 1398 (9th Cir.1985), cert. dismissed, 476 U.S. 1110, 106 S.Ct. 2004, 90 L.Ed.2d 647 (1986); Equal Employment Opportunity Commission v. FLRA, 744 F.2d 842 (D.C.Cir.1984), cert. dismissed, 476 U.S. 19, 106 S.Ct. 1678, 90 L.Ed.2d 19 (1986), and the Supreme Court was expressly awaiting the Authority’s views on the question of whether the Circular is an "applicable law." EEOC v. FLRA, 476 U.S. 19, 106 S.Ct. 1678, 90 L.Ed.2d 19 (1986) (dismissing grant of certiorari). Despite the Supreme Court’s expression of interest, the Authority dismissed as untimely HHS’s attempt to raise the issue in its motion for reconsideration although the Authority could have waived its objection. 5 C.F.R. § 2429.23(b) (1987). The procedural default rule invoked here by the Author-' ity reflects “an intent that the FLRA shall pass upon issues arising under the Act, thereby bringing its expertise to bear on the resolution of those issues.” EEOC v. FLRA, 476 U.S. at 23, 106 S.Ct. at 1680. It would stand that rule on its head to allow the Authority to use it willfully to avoid an opportunity to address this issue.
. The FLRA’s opinion in this case does not make explicit the Authority's reliance on this ground for its decision. In fact, when the panel majority in this case embraced this rationale, see HHS v. FLRA, 822 F.2d at 434-37, HHS objected, arguing that "[t]he grounds upon which an administrative order must be judged are those upon which the record discloses that its action was based.” SEC v. Chenery Corp., 318 U.S. 80, 87, 63 S.Ct. 454, 459, 87 L.Ed. 626 (1943). The Authority here argues that its quotation of EEOC v. FLRA, 744 F.2d at 850-51, in which the D.C. Circuit adopted this analysis, constitutes reliance by the Authority on this ground for the decision. We need not decide whether the Authority may rely on this basis for its decision, because this analysis does not in any event support the decision.
. The dissent seeks to avoid this difficulty by finding a conflict between § 7106(a) and § 7121. It notes that § 7121(a) requires collective bargaining agreements to provide grievance procedures "[e]xcept as provided in paragraph (2) of this subsection,” and suggests that this language removes § 7121 from the scope of § 7106(a). Infra at 1106. A similar version of the passage quoted from § 7121 also appears in § 7117(a), however, and if that language has the significance suggested by the dissent, then the management rights clause limits neither grievance procedures nor the duty to bargain. Such a reading would nullify the management rights clause. We must therefore read § 7t06(a)’s command that "nothing in this chapter shall affect” management rights to mean what it says, and to include both grievances procedures and the duty to bargain. See Defense Language Institute, 767 F.2d at 1402; EEOC v. FLRA, 744 F.2d at 857 (MacKinnon, J., dissenting).
. The FLRA held that § 7117(a)(1) does not preclude negotiation over the proposal because the proposal "does not create any new right of appeal; the right to file grievances concerning contracting-out decisions is created by the Statute.” AFGE v. HHS, 22 F.L.R.A. at 1075. As is discussed above at III-C, the statute does not create any right to file grievances concerning contracting-out decisions; rather, the management rights clause forbids the filing of such grievances.