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
The Act establishes the Council of Swinburne University of Technology as the University’s governing body.
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
- establishing remuneration principles for the Vice-Chancellor and senior officers
- approving the mission and the strategic direction of the University and the annual budget and business plan, and monitoring the implementation of the University’s mission statement and strategic plan
- ensuring that values, visions and goals are turned into effective management systems
- overseeing and reviewing the management of the University and its performance
- establishing policy and procedural principles including compliance systems, consistent with legal requirements, government policy and community expectations
- approving and monitoring systems of control and accountability, including general overview of any controlled entities
- overseeing and monitoring the assessment and management of risk across the University, including commercial undertakings
- overseeing and monitoring the academic activities of the University
- approving significant commercial activities of the University.
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 362KB] (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:
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.
2. Council will be made up of thirteen people.
3. Council acknowledges the benefits that diversity creates and endeavours to achieve gender balance among appointed members of Council.
4. When vacancies arise, then the criteria agreed by Council and required by law will be applied to fill those vacancies.
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.
2. Appreciation of the values of a university relating to teaching, research, independence and academic freedom.
3. Capacity to recognise the needs of the external community served by the University.
4. Where relevant, financial expertise with relevant qualifications or experience in financial management.
5. Where relevant, commercial expertise at a senior level.
4.5.2 Co-option to Council committees
Council has determined that it may use co-opted members on its committees where their expertise will add value to a committee's deliberations, but the number of co-opted members should not normally exceed the number of standing 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:
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 their position nor of information acquired because of their 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
- 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
- understanding the financial reports, audit reports and other financial material that comes before Council and actively inquiring into this material
- 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
- 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
- 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 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.
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 their 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.