The University classifies directorships into three categories:
- private appointments
- community appointments
- University nominees.
6.2.1. Private and community appointments
With the exception of private appointments to companies formed to deal solely with the private affairs of a staff member such as a family trust company, all private and community appointments must be approved in writing by the next level of management from HMU up.
A private appointment is one held in the staff member’s personal capacity rather than in his or her capacity as an employee of the University, and not held at the request of the University.
A community appointment is one held by a staff member because the staff member is a University employee or is recognised in his or her field of endeavour, such as an appointment to a government agency, industry or professional group or a peak or representative body. These appointments are at the invitation of the company or are taken up by the staff member because the role is of interest to the staff member, promotes the staff member’s field of endeavour or serves the community. These appointments are not directly part of the staff member’s employment or held at the request of the University. It is reasonably expected that in such roles the staff member may use some University resources and to some extent act during University time but the staff member must always comply with this policy, in particular in relation to external consultancies.
The University provides no indemnity in respect of private or community directorships. Such directorships are held at the risk of the director and no recourse may be had to the University for any liability, cost or expense arising from the directorship.
However, the University may agree to reimburse or pay the reasonable out-of-pocket expenses of a staff member in respect of a community directorship, for example travel, accommodation and sustenance expenses in attending meetings and performing functions that the University considers are consistent with the University’s objects and interests.
6.2.2. University nominees
A nominee appointment is one held as part of a staff member’s employment or otherwise at the request of the University, or held by a staff member or other person in order to fill a University appointment to the board of the company.
Subject to any requirement in a company’s constitution (approved by the University) or an agreement between the members of a company (including the University), only the Vice-Chancellor, in consultation with the Chief Financial Officer, may decide to hold or request another staff member to hold the role of a University nominee director or company secretary.
The University will indemnify a nominee director or secretary against liability incurred or suffered as a result of serving as an officer of the company if the nominee is:
- a Council member appointed to represent the University and who is not separately and additionally remunerated for the nominee appointment
- a staff member
- the liability is incurred or suffered as a result of serving as an officer of the company
- the activities are associated with discharging the statutory objects and functions of the University and those activities fall within the scope of the approval for the University nominee directorship/company secretary role
- the liability is not an “excluded liability”.
An excluded liability is a liability for which a company must not indemnify a person under the laws of the country in which the company is incorporated. For example, under the Corporations Act 2001, the company must not indemnify a director or office-holder for the following:
- a liability owed to the company or any of its related bodies corporate
- certain pecuniary penalty orders and compensation orders under the Corporations Act
- a liability that is owed to someone (other than the company or any of its related bodies corporate) and did not arise out of conduct in good faith.