Governance framework

1. Summary

This framework is set down by the Council to provide an overview of the governance framework of the University, based on:

  • The requirements under the Swinburne University of Technology Act 2010 [PDF 201KB]
  • The requirements under University legislation
  • The requirements under other legislation applicable to the University, including the Higher Education Support Act 2003, the Tertiary Education Quality and Standards Agency Act 2011 and the National Vocational Education and Training Regulator Act 2011 and the standards and guidelines published under that legislation
  • The Voluntary Code of Best Practice for the Governance of Australian Universities
  • The decisions made and the expectations set by the University’s Council.

2. Objectives

The objectives of this framework are to:

  • Explain the functions, responsibilities and membership of the Council
  • Explain the functions, responsibilities and membership of Academic Senate
  • Distinguish the corporate governance function of Council from the academic governance function of Academic Senate
  • Explain the role of committees and how the functions of committees may support the discharge of the functions and responsibilities of the Council, Academic Senate and management
  • Confirm the University’s approach to delegations
  • Explain how University legislation, policies and guidelines provide the internal regulatory and administrative framework within which the operations of the University are carried out
  • Note how the University oversees controlled entities
  • Set expectations for and promote and empower staff to make responsible decisions with integrity.

3. University governance

The University is established under the Swinburne University of Technology Act 2010 [PDF, 291KB]. The Act sets out the objects of the University and the general powers and functions of the University. The Act is therefore the primary reference describing the things the University may do.

Under the Act, the decision making powers of the University lie with:

  1. Council: Council is the governing body of the University and has the general direction and superintendence of the University. The primary responsibilities of Council and its powers and functions are listed in the Act and are explained further below.
  2. Academic Senate: A primary responsibility of Council under the Act is to oversee and monitor the academic activities of the University. To this end, the Act requires Council to establish an academic board. In fulfilling this responsibility, Council has established the Academic Senate. In this way Academic Senate stands as a statutory body with functions and powers relating to academic matters such as accreditation, quality and policy. It is the peak academic body within the University
  3. The Vice-Chancellor: The Vice-Chancellor is the president and chief executive officer of the University generally responsible for the conduct of the University's affairs in all matters.

Corresponding to these three areas of decision making, the governance of the University involves:

  1. Corporate governance, which lies with Council. Council Committees assist the Council in the effective discharge of its responsibilities.
  2. Academic governance, which lies with:
    1.  Academic Senate under the University’s Governance and Administration Statute 2012 (made by Council and approved by the Minister) and the Academic Senate Regulations (made by Council); and
    2. Council, pursuant to Council’s overall responsibility to oversee and monitor the academic activities of the University and management.

    Like Council, Academic Senate may establish committees to assist it in the effective discharge of its responsibilities.

  3. University management. The Vice-Chancellor allocates roles and responsibilities to University management. In some cases the Vice-Chancellor and management may establish governance committees at the management level to provide advice and assurance in decision making but recognising that management decisions are expected to be made by the responsible staff member acting within his or her area and limit of authority, not by committee. In addition, the University may establish committees to meet the requirements or external bodies or regulators. For example, under the National Statement on Ethical Conduct in Human Research, the University’s Human Research Ethics Committee reviews research involving human participants.

The above governance structure is commonly referred to as the tripartite governance structure of Australian universities or the “University Governance Triangle”, in which management and the Academic Senate contribute to academic decision-making, within the context of Council’s overall responsibility and decisions. [1]

The “University Governance Triangle” in which executive management and the academic board contribute to academic decision-making, with the Council having overall responsibility for decisions.

In a relationship chart, the overall governance picture for the University can be depicted as follows:

University governance is made up of corporate governance and academic governance. Council oversees both corporate and academic governance and has set up the Academic Senate and Council committees to assist it in discharging its governance duties. Management (Vice-Chancellor and Staff) has set up various committees to assist in the discharge of governance functions.

The above governance arrangements for the University acknowledge the intersecting and complementary nature of the different levels and components of governance whilst ensuring that there is maintained:

  • A clear distinction between governance and management responsibilities
  • A clear and discernible separation between corporate and academic governance.

This is further demonstrated in each relevant section below.


4. Corporate governance

4.1 Corporate governance

Corporate governance at the University is the set of values, principles and processes by which the University is directed and controlled. The University’s corporate governance underpins the behaviours and practices expected of Council, each member of Council, all staff and the University as a whole in the discharge of responsibilities.

The aim of the University's corporate governance is to ensure that good, ethical decisions are made by the right person. This is based on:

  • Clear lines of management authority supported by delegations made by Council and the Vice-Chancellor
  • Employees being empowered and enabled to take responsibility and make decisions
  • University legislation
  • Formal policies and guidelines to assist decision making
  • The University’s People, Culture and Integrity Policy, approved by the Vice Chancellor and acknowledged by Council
  • This Governance Framework.

4.2 The Council [2]

The Act establishes the Council of Swinburne University of Technology as the University’s governing body. [3]

4.3 Responsibilities of the Council

The Council has the general direction and superintendence of the University and may exercise all the powers, functions and duties of the University.

The primary responsibilities of the Council include:

  • Appointing and monitoring the performance of the Vice Chancellor [4]
  • Approving the mission and the strategic direction of the University and the annual budget and business plan
  • Overseeing and reviewing the management of the University and its performance
  • Establishing policy and procedural principles, consistent with legal requirements and community expectations [5]
  • Approving and monitoring systems of control and accountability, including general overview of any controlled entities [6]
  • Overseeing and monitoring the assessment and management of risk across the University, including commercial undertakings [7]
  • Overseeing and monitoring the academic activities of the University [8]
  • Approving significant commercial activities of the University [9].

Sections 9 and 10 of the Act also list specific powers and functions of Council. These include, consistent with TEQSA Provider Standard 3.1, conferral of higher education awards.

4.4 Delegation of Council's powers and functions

4.4.1 Power to delegate

Council may delegate its powers or functions to:

  • A member of the Council
  • A committee of the Council
  • Any member of staff of the University
  • The Academic Senate.

See section 10.6 for more information on delegations.

4.5  Membership of Council

4.5.1 Number of members

Under the Swinburne University of Technology Act 2010 [PDF, 291KB] (as amended by the Education Legislation Amendment (TAFE and University Governance Reform) Act 2015), Swinburne’s Council comprises:

  • three ex officio members (Chancellor, Vice-Chancellor & Academic Senate Chair)
  • four Government-appointed members
  • four Council-appointed members
  • two elected members.

Council has set the following principles and criteria in relation to Council membership: [10]

Principles:

    1. The University must have a governance structure that:
      • 1.1. Complies with legislative requirements in Victoria
      • 1.2. Allows the University to meet the challenges facing Australia's tertiary education sector.
    1. Council will be made up of thirteen people.
    2. Council acknowledges the benefits that diversity creates and endeavours to achieve among appointed members of Council equal representation of men and women
    3. When vacancies arise, then the criteria agreed by Council and required by law will be applied to fill those vacancies.

Criteria:

The criteria for the recruitment and selection of University Council members must include:

  1. The knowledge, skills and experience required for the effective working of the Council. [11]
  2. Appreciation of the values of a university relating to teaching, research, independence and academic freedom. [12]
  3. Capacity to recognise the needs of the external community served by the University. [13]
  4. Where relevant, financial expertise with relevant qualifications or experience in financial management. [14]
  5. Where relevant, commercial expertise at a senior level. [15]

4.5.2 Co-option to Council committees

Although the power to co-opt persons to Council committees is implied under the Act, the Act does not establish the status of or a framework for co-opted members. Given the uncertain and inconsistent legislative treatment of co-opted members, Council has determined to not use co-opted members on its committees, other than on a limited, temporary basis as required from time-to-time [16]. Rather, if expertise is otherwise required for the work of a Council committee, then that should be obtained through professional services rather than appointing ongoing co-opted members.

4.6 Committees of the Council

Council applies the following principles in determining its committee structure:

  • Be certain that a committee is required and necessary
  • A committee should have important work to do and real problems to solve
  • Do not appoint a committee to do tasks that can be effectively handled by Council
  • Do not assume that numerous, active committees indicate a vigorous body
  • If a committee is established for a special purpose or task, it should be regularly reviewed to ensure it continues to be effective and adds value without unduly adding to the administration of Council’s affairs, and the committee should be discontinued as soon as its task is completed
  • The committee structure should be regularly reviewed.

Council committees are:

CommitteeSizeQuorumMembership
Audit and Risk Committee 5 3
  • Chancellor
  • Vice-Chancellor
  • 3 other Council members
Resources Committee 6 3
  • Chancellor
  • Deputy Chancellor
  • Vice-Chancellor
  • 3 other Council members
Executive and Remuneration Committee 5 3
  • Chancellor
  • Deputy Chancellor
  • Chairs of the standing committees

It should be noted that certain committees support the discharge of the statutory functions and responsibilities of Council. For example, the Standing Ministerial Directions under the Financial Management Act 1994 (with which the University complies) require that each public sector agency must, unless an exemption has been obtained, appoint an audit committee.

4.7 Responsibilities of Council members

4.7.1 Charter of responsibilities of Council members

This section sets out the responsibilities of Council members. All Council members, when joining Council, are expected to commit to fulfil these responsibilities.

Under section 15 of the Act a Council member must:

  • Act reasonably to ensure that the Council carries out its functions and exercises its powers appropriately, effectively and efficiently
  • Act in good faith, honestly and for proper purpose, consistent with the objects and interests of the University
  • Exercise reasonable skill, appropriate care and diligence
  • Take reasonable steps to avoid all conflicts of interest unless they are declared in accordance with clause 11 of Schedule 1 of the Act
  • Not make improper use of his or her position nor of information acquired because of his or her position, to gain, directly or indirectly, an advantage for the member of Council or for another person or organisation.

In addition, all Council members commit to:

  • Acting fairly and impartially, including avoiding bias, discrimination, caprice or self-interest [17]
  • Understanding the business of the University and the environment in which it operates
  • Ascertaining all relevant information, making reasonable enquiries, and understanding the financial, strategic and other implications of decisions [18]
  • Understanding the financial reports, audit reports and other financial material that comes before Council and actively inquiring into this material [19]
  • Ensuring information gained as a Council member is only used for Council purposes, is kept confidential and is not used to gain an advantage or cause detriment to the University [20]
  • Attend meetings on a regular basis and diligently review all proposals and information put before Council
  • Demonstrating respect for others by acting in a professional and courteous manner [21]
  • Undertaking their role as a Council member for the benefit of the University, rather than as a representative of any stakeholder group.

4.7.2 Declaration of interests of members

Council members are required to declare any actual or potential conflicts of interest [22] including a conflict between their status as a Council member and their status where it could be perceived they represent any stakeholder group including being a staff or student elected member.

A Council member who has an interest in a matter being considered or about to be considered, must, as soon as practicable, declare the nature of the interest at a meeting of the Council or in writing addressed to the Chancellor.

The Chancellor must report or cause to be reported any written declaration received at the next meeting of the Council. A record of the declaration is to be made in the minutes of the meeting.

The relevant Council member must not be present during any deliberation on the matter (unless the Council otherwise directs) and must not vote on the matter.

Council members should also refer to the University’s People, Culture and Integrity Policy, which deals with conflicts of interest.

4.7.3 Indemnities

Section 19 of the Act provides for the University to indemnify Council members, including against all actions or claims in respect of any act or thing done in good faith in the purported exercise of any power or duty conferred or imposed by or under the Act on the Council or Council member.

The University will not indemnify any Council member in respect of any act or omission which is not in good faith. For example, if a Council Member fails to disclose a conflict of interest or acts to gain, directly or indirectly an advantage for the member of Council, or for another person or organisation, then the University will not indemnify that member for the act or omission.

4.8 Meetings, proceedings and protocols of Council

Subject to the Act, University statutes and University regulations, the Council may regulate its own proceedings. This section of the Governance Framework sets out how Council regulates it proceedings.Meetings of the Council are to be conducted in accordance with Schedule 1 of the Act.

At every meeting of the Council, the Chancellor or, in his or her absence, the deputy chancellor will preside as chair.

In the absence of the Chancellor and the deputy chancellor, the Council members present must elect a chair.

The chair of the meeting has a vote and, in the case of equality of votes, a casting vote.

The chair will have control over the proceedings of the Council meeting. These include the following:

  • Ensuring that the meeting is properly convened
  • Ensuring that the proceedings are conducted in a proper and orderly manner
  • Ensuring that no person is denied an opportunity to be heard
  • Giving rulings on points of order and other questions of procedure
  • Ensuring visitors and observers only attend Council meetings at the invitation of the chair
  • (In camera): determining if any person who is not a Council member is entitled to attend in camera items
  • (Conflicts of interest): determining, in conjunction with other Council members at the meeting, if any Council member who has a conflict of interest situation is entitled to be present during any deliberation on the matter
  • Adjourning the meeting or formally declaring the meeting closed.

Persons named on the agenda as presenting an item are invited to attend the part of the meeting for that item.

A paper is expected for all agenda items.A request to raise an item under ‘Other Business’ must be made to the chair, prior to the meeting.All questions which come before any meeting of the Council must be decided by the majority of the members present.

The Council, by University statute, may provide that certain resolutions, or resolutions of certain classes, have effect only if passed by a specified majority of members or of members present and voting.

A motion to amend the minutes of a previous meeting may be made by any member and is to be determined by a majority of votes of members present.

Subject to any amendments proposed and approved, the minutes of a previous meeting are to be regarded as a true and accurate record of that meeting.

To the extent that the above does not provide guidance on an issue to be decided at a meeting, guidance may be sought from Horsley’s Meetings.

These protocols also apply to committees of Council, with any changes necessary to support the business of a committee to be made by resolution of that Committee.

4.9 Removal of members

Schedule 1 of the Act sets out the power and procedure for the removal of a member from office.

Council supports the principle that the Chancellor and Deputy Chancellor should hold office subject to retaining the confidence of Council and notes that if Council determines that such confidence is no longer held the requirements and procedure for the removal from office set out in clause 3 of Schedule 1 of the Act will apply.

5. Academic governance

5.1 The University's approach to academic governance

Academic governance is a subset of the overall governance of the University, and deals with the framework that regulates academic decisions and academic quality assurance within the University.

Academic governance includes the policies, processes, definitions of roles, relationships, systems, strategies and resources that ensure academic standards and continuous improvement in academic activities, and is concerned with the integrity and quality of the core education activities of teaching, research and scholarship. [23]

The Academic Senate and its governance arrangements have been established by Council under University legislation on terms that:

  • Seek to ensure the academic integrity and quality of the University’s education operations
  • Provide a clear and discernible separation between corporate and academic governance
  • Support the effective development, implementation and review of policies for all aspects of the University’s academic activities
  • Support the maintenance of academic standards in accordance with good academic practice
  • Underpin effective quality assurance arrangements for the University’s education operations, encompassing systematic monitoring, review and improvement.

5.2 The Academic Senate

The Academic Senate was established by the Council under section 20 of the Act on 9 August 2010, and it commenced operation on 1 January 2011.

The establishment, status and presiding officer of the Academic Senate are enshrined in the University’s Governance and Administration Statute 2012, which was made by the Council and approved by the Minister. The functions and powers of the Academic Senate are as set out in the Academic and Student Affairs Statute 2012 and the Academic Senate Regulations made under it.

The combination of provisions under the Act, the Governance and Administration Statute 2012, the Academic and Student Affairs Statute 2012 and the Academic Senate Regulations:

  • Enshrine the requirement for the University to have the Academic Senate, or equivalent
  • Ensure that the status, functions and powers of the Academic Senate, and the process for selecting its presiding officer, whilst determined by Council, can only be altered with the approval of the Minister
  • Provide for the membership of the Senate, its committee structure and the proceedings for meetings to be determined by Council but in such a way that guarantees the operational separation and independence of the Academic Senate
  • Ensure that Academic Senate has a regular reporting relationship to Council
  • Clearly define the role of Academic Senate in the University’s overall governance, including the responsibility of Academic Senate for the oversight of academic matters such as accreditation, the development and review of academic policies, academic standards and academic quality assurance
  • Provide the framework for the accountability of Academic Senate to the Council.

Council supports the mission of Academic Senate as:

  • The principal policy-making and advisory body on all matters relating to and affecting a university’s teaching, research and educational programs
  • Responsible for assuring academic standards and quality including academic freedom, academic integrity, assessment, admissions, academic partnerships and research conduct
  • A body whose governance is founded upon consultation, collegiality and broad-based representation, and had its origins in the historical tradition of a university as a community of scholars
  • A body composed primarily of academics, who are representative of the academic diversity in the University, but includes also students and appropriate professional staff
  • Being independent of, but sharing membership with, senior executive, senior management and Council
  • A representative body of colleagues engaged in the compliance and innovation processes of the University. [24]

5.3 Powers and functions of the Academic Senate

The powers and functions of the Academic Senate are distinct from that of the Council and relate solely to the academic governance of the University.

They include:

  • To accredit, reaccredit, endorse and ratify programs and courses of study
  • To discuss and develop policy recommendations and approve policies, in relation to the University’s academic programs, both within and across sectors, including:
    • planning academic activities
    • instruction, studies, discipline, examinations, assessments, research, degrees and diplomas, certificates, licences and other awards in the University’s programs
  • To monitor academic and research quality and standards
  • To make regulations for or with respect to:
    • accreditation and reaccreditation
    • academic dress and academic titles, ranks or positions
    • examinations
    • assessment
    • graduates
    • students
    • programs and courses of study
    • credit in courses of the University for work done elsewhere
    • degrees and other awards [25].

Through its Steering Committee, the Academic Senate pro-actively considers issues relating to the management, planning, direction and development of the Academic Senate.

5.4 Delegation

The functions and powers of the Academic Senate are set out in University legislation.

The Act does not provide the Academic Senate with the power to delegate its powers and functions.

5.5 Membership of the Academic Senate

The membership of Academic Senate is prescribed in the Academic and Student Affairs Statute 2012 and the Academic Senate Regulations.

Membership of the Academic Senate is made up of a Chair appointed by Council on the recommendation of the Vice-Chancellor, Deputy Chair appointed by the Vice-Chancellor in consultation with the Chair and other members appointed either ex officio or elected.

Council’s expectation is that any proposed amendment to the membership of Academic Senate will be endorsed by University senior management, the Academic Senate Steering Committee, Academic Senate and Council's Executive and Remuneration Committee before being presented to Council for approval.

Academic Senate has representative and elected membership, including senior management, senior academics, corporate staff, elected staff and students. In relation to ex officio and elected academic staff, although those members of Academic Senate may have management roles, it is expected that their contribution to Academic Senate will be from the academic perspective in support of the quality and integrity of the University’s courses.

The size and composition of Academic Senate has been chosen to:

  • Strike a balanced membership
  • Emphasise academic expertise
  • Promote expert, collegial, well-informed consideration of academic matters
  • Bring a range of perspectives from across the University
  • Promote engagement, discussion, debate and pro-activity
  • Affirm Academic Senate’s role and capability to make independent and effective academic decisions that also recognise and support the roles of senior management.

5.6 Committees of Academic Senate

Academic Senate committees are appointed with the approval of the Council, to assist Academic Senate to perform its functions. Academic Senate’s Committees are:

  • Academic Senate Steering Committee
  • Academic Quality and Standards Committee
  • Academic Regulation and Policy Committee
  • Research Policy and Quality Committee
  • Academic Senate Courses Committee.

To protect the academic integrity and quality of the University’s education operations, Council expects Academic Senate to ensure that there is in place a suitable system of course advisory committees that are overseen and reviewed by Academic Senate. Such committees will provide advice and recommendations to the relevant academic leader on academic matters, including course and curriculum development and review, quality assurance and improvement. Accordingly, the Academic Senate has approved the establishment of various course advisory committees (CACs) as sub-committees of Academic Senate Courses Committee.

5.7 Academic Governance Diagram

The relationships, interactions and lines of separation between Council, Academic Senate, the Vice-Chancellor and management are illustrated in the following diagram, noting that the management structures shown are indicative only and may be changed by the Vice-Chancellor:

Swinburne Academic Governance is overseen by Council and split between academic (Academic Senate) and management (Vice-Chancellor). A number of Academic Senate committees have been established to support and advise the Academic Senate. A number of committees and senior executive positions have been established to assist the Vice-Chancellor in the management of the university’s operations.


6. Governance at management level

6.1 Distinction between governance and management responsibilities

Council appoints and monitors the performance of the Vice-Chancellor and oversees and reviews the management of the University.

All officers and staff of the University other than the Vice-Chancellor are appointed, overseen and reviewed by the Vice-Chancellor or responsible management.

A clear distinction is maintained between governance and management responsibilities.

Under the Act both Council and the Vice-Chancellor have the power to delegate. Both Council and the Vice-Chancellor ensure that any such delegations are appropriate, documented, observed and regularly reviewed.

The Vice-Chancellor sets the administrative framework within which the operations of the University are carried out, and allocates roles and responsibilities to and through University management.

Within those frameworks, roles and responsibilities, staff are encouraged and expected to make responsible decisions with integrity.

It is recognised that, in some cases, the Vice-Chancellor and management may establish governance committees at the management level to provide advice and assurance in decision making. Whilst management may determine to reach decisions in this way, good-governance expectations are that management decisions are to be made by the responsible staff member acting within his or her area and limit of authority, not by committee. Council’s expectation is that committees will only be established if required and necessary. The need for an established committee should be reviewed regularly.

The University may establish committees to meet the requirements of external bodies or regulators. For example, under the National Statement on ethical conduct in human research, the University’s Human Research Ethics Committee reviews research involving human participants.

6.2 Prescribed roles

Legislation (including University legislation) prescribes certain roles, for example: the University Secretary in relation to University elections, student appeals and use of the Common Seal; the Registrar in relation to reviewable decisions and use of the Common Seal; and the FoI Officer in relation to the processing of FoI applications.

However the appointment and oversight of these roles remains with the Vice-Chancellor and responsible University management.


7. Staff interests

In its decision making processes Council is informed of issues pertinent to staff and is guided by the following principles:

  • Ensuring that Council takes into account the best interests of the University's staff
  • Being appraised of staff perspectives on relevant issues which affect the University community
  • Upholding Council’s central role in recognising and protecting the academic freedom enjoyed by Swinburne staff and promoting free intellectual inquiry and expression in learning, teaching, and research activities
  • Ensuring that staff have input and involvement at the University.

These principles are implemented in a number of ways, for example:

  • Staff membership on Council when this is required by University legislation
  • Council receives regular reports from the Vice-Chancellor and senior management on matters affecting staff
  • Staff representation, elected and ex officio, on Academic Senate. Although Academic Senate is not a general forum for the representative voice of staff, staff membership ensures that staff views are part of the academic deliberative and decision making processes
  • Staff (including professional staff and academic staff, from central and academic units) sitting on various management and internal governance committees across the University, such as faculty academic committees, safety committees, ethics committees and advisory committees
  • The Vice-Chancellor and the Chair of Academic Senate sit on Council and, although they are not Council members in a representative capacity, provide a connection through to other staff forums
  • Regular University-wide staff surveys are conducted
  • Council, through the strategic planning process, sets human resource related KPIs and receives regular reports against those.

8. Student representation

Council ensures that the University has student representation within its deliberative and decision-making processes and encourages students to participate in these processes.

The Commonwealth also publishes guidelines on the establishment of student representation through consultation between the University and our students.

Council reviews, on an ongoing basis, the most appropriate mechanisms by which Council can be informed of issues pertinent to students, consistent with the University’s governing Act.

Council ensures that the University applies the following principles to the inclusion of student representation within its deliberative and decision-making processes and to the encouragement of students to participate in those processes:

  • An aim of student representation and participation is to ensure that Council is informed of the student perspective and takes into account the best interests of the University’s students as a whole
  • The University has a broad range of student cohorts and views and therefore the University’s approach to consulting with students must recognise the diversity of student views
  • Student representation and participation should be inclusive and broad-based
  • Consultation should be authentic
  • Consultation should include both formal and informal mechanisms
  • The process should inform decision-making processes but the University and its responsible bodies and officers continue to be responsible for the decisions.

Through the application of these principles, student representation is included in deliberative and decision-making processes of the University and students are encouraged to participate in these processes in a variety of ways, including:

  • Student membership on Council when this is required by University legislation
  • Having elected students on the Board of Swinburne Student Amenities Association, representing TAFE, higher education, postgraduate and international students
  • Having elected students on Academic Senate and certain Academic Senate Committees
  • Establishing and having elected students on Faculty Student Consultative Committees, representing undergraduate, postgraduate and international students
  • The students elected to SSAA, Academic Senate and the Faculty Student Consultative Committees coming together to form the Swinburne “Student Representative Council”
  • The Co-Chairs of the SRC and representatives of the Swinburne Student Union are each invited to present to Council annually to raise any matters relevant to students and to put forward views that they believe should inform Council in the exercise of its powers and functions
  • Student representation is included on University management committees where appropriate
  • A variety of other points of engagement for students within the University, both formal and informal, such as management meetings with student representatives, monitoring and reporting on students’ views and experiences through social media channels, student surveys and student services benchmarking studies.

9. Academic freedom

Academic freedom is one of the fundamental principles and defining characteristics of a university, and links to the notion of the academy where scholars have freedom of inquiry without fear of repression.

The principle of academic freedom and the expectation that it will be upheld by the University is enshrined in Commonwealth and State legislation:

  • The Commonwealth Higher Education Support Act requires universities to have a policy that upholds free intellectual inquiry in relation to learning, teaching and research
  • Under the University’s enabling Act, the appointment of Council members must have regard to the appointee’s appreciation of the values of a university relating to teaching, research, independence and academic freedom.

Council affirms:

  • That the University is committed to the free, open and critical expression of ideas
  • The freedom of our scholars to learn, teach and research without external interference or pressure
  • The right of our scholars to pursue their scholarly activities for the sake of knowledge itself
  • The University’s commitment to open debate and the right of our scholars to engage in critical enquiry and public discourse.

With these rights of academic freedom come obligations and responsibilities, including:

  • The obligation to comply with research ethics and safety requirements
  • The expectation that our scholars will follow good and ethical academic principles
  • The expectation that our scholars will be well informed and principled and that claims made will be based on sound research and knowledge
  • The responsibility to engage in critical enquiry and public discourse in good faith
  • If a scholar chooses to engage in public discourse outside his or her expertise, to do so in his or her private capacity and not as a scholar of the University
  • Respect for the rights of others to respond
  • The obligation to disclose private interests and affiliations and to avoid conflicts of interest.

10. The University's internal regulatory framework

10.1 Overview

The University is established under the Swinburne University of Technology Act 2010 [PDF, 291KB].

Within the parameters set by the Act (such as the power of the University to make its own University legislation and the powers of Council and the Vice-Chancellor to delegate), the University has established its own internal regulatory framework, as follows:

This diagram provides an overview of the components that make up the Swinburne University of Technology Act 2010. These components are delegations, statutes, regulations, policies, procedures and guidelines.

10.2 Regulatory hierarchy and processes

University statutes and regulations (made by Council, Academic Senate and the Vice-Chancellor), policies and procedures and guidelines will sit within an overall, defined framework that includes checks and balances and principles for managing, implementing and reviewing these instruments. These process requirements will operate to bring about consistency, and to ensure that the University’s regulatory instruments are approved and reviewed through appropriate channels.

University statutes and regulations sit at the top of the University’s internal regulatory hierarchy.

The Act and the University’s Governance and Administration Statute 2012 set out the requirements for making University statutes and regulations.

The basic function of University statutes and regulations is to make provision for those matters relating to the University that impose rights or confer obligations.

To the extent possible, policies are established to sit beneath University legislation. Such policies operate in support of the University legislation.

Some compliance-based policies may sit beneath external laws rather than University legislation. Some policies will not require a legislative base (for example policies relating to the general administration of the University).

Policies might be supported by a combination of procedures, guidelines or manuals, meaning that University legislation, policies and procedures, guidelines or manuals create a three-tiered, consistent hierarchy or structure.

The University’s internal regulatory framework should not be seen as being permanent. Rather, the framework and the documents within it should be reviewed periodically within a regulatory cycle, to ensure that it is current, appropriate and effective, and to reduce the risk of practices developing which conflict with it, and of informal arrangements being established.

The phases of the regulatory cycle are make, implement, review and finalise.

The time period between the phases of the cycle (and in particular, between implementation and the commencement of the next review) is determined by management in the context of the University’s external regulatory environment and operational requirements and settings.

10.3 Policies

University policies are to be principle-based documents that give guidance to decision making and administration. Policies are not legislation, and cannot impose rights or confer obligations. University administrators, and others, should follow them, and they should operate to guide decision-making. However, administrators comply with policies as a matter of good administration, consistent with their functions and obligations as University staff, not because the policies create rights or obligations on others.

University policies can be made by Council, Academic Senate or the Vice-Chancellor [26], with all proposals for new policy endorsed beforehand by a member of the University’s senior management and, in the case of policy to be made by Council or Academic Senate, the Vice-Chancellor. Policies will generally apply University-wide.

The objective of establishing policies is to facilitate the effective, efficient and equitable administration of the University, consistent with University legislation. [27]

Policies are only to be developed when there is a justifiable need, for example where guidance is needed to apply existing legislation. An objective of this Governance Framework is to promote and empower staff to make responsible decisions with integrity. Furthermore, policies should promote efficiency and efficacy. In that context, the number of policies should be kept to a minimum and policy should not be created to supplant responsible decision making by relevant staff. The University should avoid policies being created in response to immediate needs, as a “quick fix”, without adequate regard to consistency with University legislation, consistency with other policies, and whether the material incorporated in them appropriately belongs in policy.

Policies are not “how to” guides and should be separate from procedures and guidelines.

10.4 Procedures, Guidelines and manuals

Procedures, guidelines, manuals and other operational matters are the responsibility of and may be made and approved by management at the appropriate level.

Procedures, guidelines and manuals are at a lower level in the hierarchy, and may have University-wide or localised application, depending on the operational need.

Like policies, procedures, guidelines and manuals should only be developed when there is a justifiable need, should promote efficiency and efficacy and should not supplant responsible decision making by relevant staff.

10.5 Glossary

To promote consistency across University legislation, policies, procedures, guidelines and manuals, the University Secretary is to keep an up-to-date University glossary of terms. Other than definitions set out in University legislation, the University Secretary may set and amend definitions in the glossary.

10.6 Delegations

10.6.1 Power to delegate

Under the Act Council may delegate its powers or functions to:

  • A member of the Council
  • A committee of the Council
  • Any member of staff of the University
  • The Academic Senate.

Under the Act the Vice-Chancellor may delegate any of his or her functions, powers and duties to:

  • Any appropriately qualified member of staff
  • Any committee established from appropriately qualified members of staff.

The Act does not provide for delegation by Academic Senate.

10.6.2 Documenting the delegation

Under the Act, Council’s delegations must be “by instrument”. That is, they must be recorded in writing.

The University records Council delegations in writing in the following ways:

  • In verified minutes of Council recording the relevant resolution
  • Where powers or functions are delegated on a standing basis to a committee of the Council, in the written terms of reference for that committee
  • In delegation documents approved by Council.

Delegation documents should:

  • If applicable, describe the legislative provisions that create the original powers (that are being delegated)
  • Specify any conditions or limitations imposed on the exercise of the power or function
  • Be reviewed from time to time to ensure consistency with the legislation and with the allocation of roles in the University, and to ensure that the delegate continues to be suitable to exercise the power or function.

10.6.3 Register of delegations

The University must keep a publicly available register of delegations. [28]

The following table, which the University Secretary is to keep up-to-date, is that register of delegations:

Summary of delegationBody/person making the delegationDelegateDate

Financial and Document Signing Delegations:

  • general expenditure activities
  • general income-earning activities
  • staff delegations by field of activity
  • document signing
  • guidelines concerning commercial activities
  • the powers of the Vice-Chancellor (general delegation by exception)

Limitations are set out in the document.

Council Vice-Chancellor and various staff 5 March 2012 and 9 Dec 2013
Resources Committee Terms of Reference in relation to certain financial and business matters. Limitations are set out in the Terms of Reference. Council Resources Committee 14 October 2013
The power to appoint deputy vice-chancellors for a term of office and with powers, functions and duties determined and conferred by the Vice-Chancellor from time-to-time. See minutes of Council meeting 02/2012. Council Vice-Chancellor 5 March 2012
Victorian Training Guarantee (Assessment of Eligibility) Delegation Vice-Chancellor Various Staff 2 October 2013

Delegations contained in the University's Admissions and Enrolment Policy

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Delegations contained in the University's Academic Credit Policy

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Delegations contained in the University's Academic Courses Policy

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Delegations contained in the University’s Academic Progress Policy

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Delegations contained in the University's Assessment and Results Policy

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Delegations contained in the University's Finance Policy (other than the Financial and Document Signing Delegations separately listed above in this table and also referred to in the Finance Policy)

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Delegations contained in the University’s Student Administration Policy

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Delegations contained in the University's People, Culture and Integrity Policy

Limitations are set out in the document.

Vice-Chancellor Various Staff 1 January 2014

Note that the register of delegations does not (and the requirement to keep the register was not intended to) include one-off delegations, for example delegating a person or committee to make a particular, specific decision or sign an agreement.

11. Integrity

The University’s People, Culture and Integrity Policy, approved by the Vice-Chancellor and acknowledged by Council, sets out the University’s commitment to building a positive culture, promoting integrity and supporting University members and community and industry partners.

The University Council affirms its commitment to fulfilling the objects of the University and meeting Council’s responsibilities:

  • Consistent with legal requirements, the spirit of laws that apply to the University and community expectations
  • By ensuring the University’s compliance processes meet the requirements of the current Australian Standards
  • By overseeing and monitoring the University’s provision of a safe and supportive working environment for our staff and students
  • By overseeing and monitoring an environment in which ethical conduct is expected, encouraged and supported with no tolerance for corrupt conduct, fraudulent activities and maladministration
  • By setting risk management as an essential element of the University’s corporate governance framework and requiring the University to apply a Risk Management Policy and Framework based on the principles of the Risk Management International Standard (ISO 31000:2009) in order to identify, evaluate and manage its risks. Through the Audit and Risk Committee, Council ensures that an appropriate framework of enterprise risk management is effectively maintained by the University in accordance with University risk management policies, procedures and associated internal controls
  • By requiring that responsible persons must be free from a conflict of interest, bias and inappropriate influence when making decisions and dealing with other persons or organisations on behalf of the University.

12. Connected Organisations

Council through its Resources Committee oversees and monitors the financial risk arising from participation in corporate entities, partnerships or joint ventures.

Resources Committee should receive reports on such connected entities, partnerships or joint ventures, where appropriate taking into account the nature, scale and scope of the entity, partnership or joint venture, the University’s connection to it and an assessment of risk.

12.1 Controlled entities

12.1.1 Audit and reporting requirements

A controlled entity under the Act is one that satisfies the test of control in s.3 of the Audit Act 1994.

The Act imposes specific audit requirements in relation to controlled entities.

Controlled entities are audited by the Victorian Auditor General and audit reports and financial statements (including reports on operations and directors’ reports) are received and approved by Council after review by Council’s Resources Committee and Audit and Risk Committee.

12.1.2 Oversight of controlled entities

In addition to requirements set out in the Act, Council oversees controlled entities by:

  • Ensuring that the entity’s board possesses the skills, knowledge and experience necessary to provide proper stewardship and control of the entity
  • Where appropriate and consistent with the Constitution of the entity, appointing external directors to the board of the entity
  • Having Council’s Resources Committee oversee and monitor the financial and business affairs of controlled entities, including the provision of reports on performance at intervals and in the manner required by Resources Committee
  • Specifying that the requirements of the University’s Finance Policy and University delegation limits also apply to University controlled entities and that the activities and legal documents of controlled entities are also to be handled in accordance with the Corporations Act 2001 (Cth) and any protocols adopted by the boards of those entities, provided those protocols are within the restraints set by the Finance Policy and University delegation limits
  • Ensuring that the board of the entity, if it is active, adheres to governance principles consistent with this Governance Framework.

Definitions

Definitions and acronyms used in this policy are available from the Swinburne University Glossary.

Approvals

Approvals

VersionDateApproverContact
V 2 15 March 2016 Council University Secretary
V 1 9 December 2013 to commence 1 January 2014 Council University Secretary

Footnotes

[1] National Committee of Chairs of Academic Boards/Senates Conference (October 2005); University Governance Triangle (Shattock (2012))
[2] Section 8 Swinburne University of Technology Act 2010
[3] Section 8(1) Swinburne University of Technology Act 2010
[4] Section 8(3)(a) Swinburne University of Technology Act 2010, Governance and Administration Statute 2011 and the Executive and Remuneration Committee of Council
[5] This governance framework establishes those policy and procedural principles
[6] Section 8(e) and Part 6 Swinburne University of Technology Act 2010 and the Resources Committee of Council
[7] Section 8(3)(f) Swinburne University of Technology Act 2010, the Audit and Risk Committee of Council, the Resources Committee of Council, the University’s Financial, Contracting and Commercial Authorities and Swinburne’s Risk
[8] Management framework 
Section 8(3)(f) Swinburne University of Technology Act 2010. Under section 20 of the Act the University has established the Academic Senate and made the Academic Senate Regulations.
[9] Section 8(3)(h) and Part 6 Swinburne University of Technology Act 2010, Resources Committee ToR and FACCA
[10] Meeting 05/2013 19 August 2013
[11] Sections 12 & 13 Swinburne University of Technology Act 2010
[12] Sections 12 & 13 Swinburne University of Technology Act 2010
[13] Sections 12 & 13 Swinburne University of Technology Act 2010
[14] Refer to Section 11 Swinburne University of Technology Act 2010
[15] Refer to Section 11 Swinburne University of Technology Act 2010
[16] Meeting 02/2013 4 March 2013
[17] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct
[18] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct
[19] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct
[20] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct
[21 Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct
[22] Clause 11, Schedule 1 Swinburne University of Technology Act 2010
[23] Adapted from the definition in the glossary to TEQSA’s Regulatory Risk Framework (February 2012)
[24] Adapted from the national statement of purpose and functions for academic boards, as formulated by the Committee of Chairs of Academic Boards and Senates
[25] Section 4 Academic and Student Affairs Statute 2012; Section 4 of the Academic Senate Regulations 2013
[26 Section 23 Governance and Administration Statute 2012
[27] Section 23 Governance and Administration Statute 2012
[28] Section 26 Governance and Administration Statute 2012