University Council Regulations 2021
Part 1 – Preliminaries
Part 2 – The Role of the University Council and Office Bearers
Role of the University Council
Role of Council Members
Role of the Chancellor
Role of the Deputy Chancellor
Role of the Vice-Chancellor and President
Role of the Chair, Academic Board
Role of the Council Secretary
Role of Chairs of Council Committees
Role of Deputy Chairs
Part 3 – Appointment, Performance and Removal of Council Members
Appointment of Council members
Performance of Council members
Removal of Council members
Appointment of Council Committee Chairs
The position of Council Committee Chair is an initial two-year appointment with provision for reappointment. Council may in its discretion extend an appointment for a period beyond the maximum two term limit if it considers such an extension to be in the best interests of the University.
Part 4 – Appointment and Performance of Office Bearers and Senior Staff
Appointment of Chancellor
Appointment of Deputy Chancellor
Appointment of Vice-Chancellor and President
Appointment of an acting Vice-Chancellor
Appointment of Senior Executives
Part 5 – Attributes of Council Members and Office Bearers
Chancellor and Deputy Chancellor Attributes
Part 6 – Establishment of Committee
Part 7 – Conduct of Meetings of Council and Committees
Statement of Authority
Conduct of Meetings of the Council
Reimbursement of Expenses to Members
Confidentiality of Proceedings
Meetings of Committees
Reports to Council
Part 8 – Annual Council Work Plan
Part 9 – Induction and Ongoing Professional Development of Council Members
Induction for Council members
Ongoing professional development activities
Part 10 – Governance Review Processes
Review of Standing Committees
Council Performance Review
External Review of Governance
Part 11 – Educational Regulatory Environment
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1. Building on the provisions in the Victoria University Act 2010 (Vic) (the Act) and the University’s Governance, Academic and Student Affairs Statute 2013 (the GASA), this Regulation sets out the principles, roles and requirements that govern the operational framework of the University Council and its committees.
2. The Council is also subject to a range of Commonwealth legislation, including for the provision of higher education under the Tertiary Education Quality and Standards Agency Act 2011 (Cth) and the Higher Education Standards Framework (Threshold Standards) 2021 (Cth); and for the provision of vocational education and training under the National Vocational Education and Training Regulator Act 2011 (Cth) and the Standards for Registered Training Organisations (RTOs) 2015 (Cth).
3. The purpose of this Regulation is to set out provisions for:
5. Following Council approval, this Regulation comes into operation on its promulgation upon publication on the University website.
6. This Regulation defines certain terms as follows:
1. The role of the University Council is to:
2. Council Members act as fiduciaries on behalf of the University’s stakeholders through the strategic direction and control of the University. Council Members are subject to the University Council - Conduct of Council Business and Standing Orders Procedure. In particular Council Members are responsible for:
3. In performance of their functions, Council Members must always:
4. Council Members have a right to:
5. Remuneration of Council Members is set out in the University Council - Remuneration and Reimbursement of Council Members Procedure.
6. The Chancellor is elected by the Council as the senior office holder of the University. In accordance with section 24 of the Act, the Chancellor may be elected from outside the Council membership.
7. In accordance with section 11 of the Act, the Chancellor is an official member of the University Council.
8. The role of Chancellor involves:
9. The Council elects the Deputy Chancellor from the members of Council.
10. The Deputy Chancellor plays a major leadership role in the governance of the University, assists the Chancellor and performs the duties of Chancellor at times when the Chancellor is for any reason unable to perform those functions.
11. Where there are multiple Deputy Chancellors holding the office concurrently, the Council, by resolution, may specify which Deputy Chancellor is to exercise the powers in section 25 of the Act; or in the absence of a resolution the first appointed Deputy Chancellor will exercise the powers in section 25 of the Act.
12. The Deputy Chancellor will:
13. Council appoints the Vice-Chancellor and President as the Chief Executive Officer of the University.
14. In accordance with section 11 of the Act, the Vice-Chancellor is an official member of the University Council.
15. The Vice-Chancellor is accountable to Council for the overall management of the University in accordance with the Act.
16. The Vice-Chancellor is the primary source of operational information and advice to Council.
17. In accordance with section 11 of the Act, the Chair of the Academic Board is an official member of the Council.
18. The Council Secretary acts as an advisor to the Chancellor and other members of Council.
19. The role of the Council Secretary includes:
20. The Chair of each Committee of Council will be responsible for:
21. The Deputy Chair of each Committee of Council will:
1. In accordance with section 11 of the Act, the official members of the Council are:
and are subject to the recommendation and appointment process as set out in Part 4 of this Regulation.
2. The Nominations Committee has been established as a Council Committee to fulfil the function of recommending to Council:
3. The Nominations Committee will use a mixture of approaches to identify potential candidates for appointment, including:
4. The determination of a nomination to Council for a vacant position will include careful consideration of the role, the requisite skills and any special criteria required.
5. Prospective nominees may be invited to attend one or more interviews with a selection of Council members.
6. Prospective nominees may also be invited to attend up to three Council meetings, and at least one meeting of a Council Committee, as part of the selection process.
7. All Council member selection will be guided by the Attributes of Council Members as set out in Part 5 of this Regulation.
8. The appointment process is as follows:
9. In order to ensure that all Council members are fit and proper persons and eligible to hold office, each member must undergo the following probity checks:
10. The way the probity checks will be collected and requested will be dependent on whether a candidate will be a Council appointment, a Council Committee appointment, or a Government appointment.
11. All members of Council are required to complete all appropriate forms required for the necessary probity checks, including:
12. As required by the Act, members of Council must act in good faith, honestly and for proper purposes consistent with the objects and interests of the University. They must exercise reasonable skill, appropriate care and diligence and take reasonable steps to avoid all conflicts of interest in line with the University Council - Conduct of Council Business and Standing Orders Procedure.
13. The Chancellor will review the performance of Council members from time to time.
14. Under the Act, the Council may only remove a member from office if it is of the opinion that the member has failed to comply with the responsibilities of a member of the Council. Specific grounds for removal include:
15. The Chair of a Council Committee fulfils an important leadership role in the University governance system.
16. The Chair is a remunerated position with levels set by Remuneration Committee in line with the ‘Government for Victorian Governance Boards, Statutory Bodies and Advisory Committee Guidelines’ or equivalent.
17. Chairs of Committees will be appointed by Council, both in respect of an initial term and any re-appointment.
18. The Chair of each Committee will be an external member of Council.
19. With the exception of the Chancellor, no person will chair more than one Council Committee.
20. The Nominations Committee will call for expressions of interest for imminent Chair vacancies from all external members of Council, and the relevant role statement and attributes will be published with the call for expressions of interest. Candidates will be encouraged to produce a general statement of their suitability for the position.
21. The determination of a nomination for a vacant Chair position by Council will include careful consideration of the role, the requisite skills and any special criteria required.
22. Feedback from the relevant Committee may be obtained before a nomination proceeds to Council.
23. Each Council committee will elect a Deputy Chair.
24. The Deputy Chair will be elected by members of the relevant Council Committee, after a call for nominations from the membership.
25. The Deputy Chair is elected for a period of one year and is eligible for reappointment.
26. The Deputy Chair must be an external member of Council.
27. Provisions for the process, conduct and procedures for elected members to the Council are set out in the Elections Regulations 2016 of the University.
1. Under the provisions of Section 24 of the Act and Section 19 of the GASA the Chancellor will hold office for a term not exceeding five years and may be reappointed.
2. Where the current Chancellor wishes to be considered for re-appointment, the Deputy Chancellor will make discreet inquiries of all Council members as to the desirability or otherwise of re-appointment.
3. The Council will establish a committee (“Search Committee”) consisting of the Vice-Chancellor, the Deputy Chancellor, the Chair of the Nominations Committee, up to two external members of Council and the Chair of the Academic Board for the purpose of bringing forward to Council a nominee for consideration to the appointment as Chancellor.
4. The Search Committee may at its discretion invite up to two prominent members of the wider community to participate in its deliberations.
5. In the process of bringing forward a nominee for appointment the Search Committee may engage an executive recruitment professional to assist in identifying candidates as well as relying on networking referrals.
6. Section 25 of the Act establishes the position of Deputy Chancellor of the University.
7. Section 20 of the GASA provides that the term of appointment for the Deputy Chancellor is not to exceed five years, and that appointees are eligible for reappointment for one or more further terms.
8. The Council may appoint no more than three Deputy Chancellors to hold the office concurrently.
9. The Deputy Chancellor does not receive any additional remuneration than that to which they are entitled as a Council member.
10. Appointment processes of the Deputy Chancellor will be guided by Council. A Council member who seeks to be appointed as a Deputy Chancellor shall submit a formal expression of interest which shall then be provided to all Council members for consideration.
11. Only an external member of Council is eligible to be appointed as a Deputy Chancellor.
12. Section 26 of the Act and Section 21 of the GASA provide that the term of appointment of the Vice-Chancellor will be specified in a written contract, and that appointees are eligible for reappointment for one or more further terms.
13. The process for reappointment is as follows:
14. The process for a new appointment is as follows:
15. The performance of the Vice-Chancellor is to be monitored against the key performance indicators and other requirements set out in the Vice-Chancellor's employment contract, by an annual report provided to the Remunerations Committee, and then to a closed session of Council.
16. Council may appoint, for a term it determines, an officer to act as the Vice-Chancellor:
17. Section 27 of the Act and Section 24 of the GASA outline the process for appointment of Senior Executives of the University.
1. All members of Council are required to have the following competencies and attributes:
2. At least one member of Council must have a specialist competency within the categories set out below such that in combination with the specialist competencies of other Council members, collectively all of specialist competencies in the categories set out below are represented across the Council:
3. As a whole, the Council member group should reflect:
4. The following attributes should be considered essential for the Chancellor or Deputy Chancellor role:
1. Schedule 1 of the Act, the Council may determine a committee structure for the University which defines the number, constitution and functions of Committees, and the reporting requirements and communication channels between and within Committees.
2. Under section 18 of the Act, the Council may delegate its powers and functions to Council Committees, the Academic Board, a member of Council, a member of staff or a body as prescribed in the GASA.
3. The following Board and Committees have currently been established:
(*required under the Act)
4. Council may from time to time appoint a member of a Committee to be Chair of that Committee. In the absence of such appointment or in the event of the absence of the appointed Chair or Deputy Chair of a Committee from a meeting of that Committee, the Committee will elect one of its members to be Chair.
5. A Committee may establish such subcommittees as it deems necessary or desirable for it to carry out its functions.
1. The functions and powers of Council are specified in the Act. The provisions of the Act specify the way in which the Council meets.
2. Council may otherwise regulate its proceedings as it considers appropriate.
3. In line with provisions in the Act, the Chancellor as Chair presides over meetings of the Council. In the absence of the Chancellor, the Deputy Chancellor will preside.
4. If the Chancellor and Deputy Chancellor are both absent from a meeting of the Council or the offices are vacant, the Council Members present must elect a Council Member to preside at the meeting.
5. A quorum of Council is at least a majority of Council Members holding office for the time being, other than a Council Member who is on approved leave of absence. Where required, the Chair of the Council has the casting vote.
6. A quorum of a Council Committee is considered to be half the number of current members plus one.
7. Subject to the presence of a quorum, meetings will start at the time set out on the notice, and, subject to the discretion of the Chair of the meeting, will continue until all agenda business has been completed.
8. If no quorum is present within 30 minutes of the starting time set out on the notice, the meeting will lapse and, subject to any resolution previously passed, the Chair will fix the time of the next meeting. All business on the agenda of the lapsed meeting will be included on the agenda of the next meeting and take precedence over any new business.
9. No recommendation in any report will be taken as adopted by a meeting unless a specific motion on the subject matter of that recommendation has been carried.
10. The Council Secretary must notify each Council Member of the date, time and place for each Council meeting and whether it is an ordinary or a special meeting. Where a special meeting is called notice will normally be at least two working days. Failure to give such a notice will not however affect the validity of a meeting.
11. The Council will meet as frequently as it determines but normally ordinary meetings are held at least five times in a calendar year. Dates are determined by Council on an annual basis in advance.
12. Any five Council Members may, by notice in writing to the Council Secretary, call a special meeting for the purpose specified in the notice. The Chancellor may call a special meeting of Council for the consideration of business which the Chancellor wishes to submit to Council for consideration.
13. Except with the permission of the Chancellor, or the Chair, or if the agenda for the meeting includes an item of general or other business, at any ordinary meeting a Council Member may not initiate any subject for discussion without giving notice at the previous ordinary meeting of the Council, or giving notice in writing to the Council Secretary twenty (20) calendar days before the meeting.
14. The Chair may adjourn any meeting to a later date.
15. All proceedings of Council must be minuted to maintain a true record of the business of Council. Minutes must be submitted at the next ordinary meeting of Council. If approved by Council as correct such minutes are prima facie evidence of the proceedings of a meeting. No motion or discussion will be allowed upon minutes submitted for confirmation except as to their accuracy as a record of the business of Council.
16. Access to and distribution of minutes is determined by the University’s Records Management Policy and Procedures. All records generated by Council and its Committees will be created, captured, accessed, stored and disposed of according to the provisions outlined in the University's Records Management Policy.
17. The Chair may invite senior management and other members of the University community to attend particular Council meetings. Observers are not permitted except by permission of the Chair. Council may by resolution issue standing orders for attendance at meetings.
18. Council may determine that it will meet in-camera. All persons other than Council Members and the Council Secretary will leave the room. Council Members or the Council Secretary affected by or concerned with the in-camera business may be asked by the Chair to leave the room. The Council Secretary will minute in-camera sessions of Council and the minutes will be confidential.
19. Council Members appointed or elected by a specific interest group (staff and students, for example) have an obligation when voting on a motion to put the interests of the University ahead of the interests of the relevant specific interest group.
20. The Council Secretary, in consultation with the Chancellor and Vice-Chancellor, will prepare an annual business schedule for items for the Council in order to assist with the timely progress of business.
21. The Chair will conduct each meeting of the Council.
22. The Conduct of Council members, rules of speaking, motions and voting is set out it in the University Council - Conduct of Council Business and Standing Orders Procedure.
23. Where necessary, a Council Member who is only able to attend meetings by virtual means will be considered in attendance for the purposes of quorum. Any Council Member proposing to attend by virtual means must advise of virtual attendance at least three (3) working days prior to the scheduled meeting.
24. A Council Member who participates in such a meeting is deemed to be present at the meeting even if they are not physically present. The Chair must acknowledge the presence of a member participating electronically both at the beginning and end of a meeting.
25. Council Members not attending in person are to be supplied with the same material given to those who attend in person. If a Council Member does not have the information, or if material is tabled at a meeting and cannot be simultaneously given to a Council Member not attending in person, that Council Member should refrain from voting on a motion concerning any motion relating to that material.
26. Where a decision of Council is required before a scheduled meeting the Chancellor may authorise a circular minute.
27. A circular minute request will set out background information and contain recommendations on which Council Members can vote for or against or abstain. Council Members will confirm their vote by online methods or any other method specified in the notice, by the date specified in the notice.
28. The number of responses either for, against or abstaining, must meet the quorum provisions outlined in these principles.
29. A report on the outcome of a circular minute will be provided to the next Council meeting and will be confirmed and approved in the same manner as for ordinary minutes of a Council meeting.
30. The University will reimburse all reasonable travel, accommodation and sustenance expenses incurred by any Council Member or Committee Member in the performance of that Member’s duties and as agreed with the Council Secretary and in line with the University Council - Remuneration and Reimbursement of Council Members Procedure.
31. Disclosures of confidential information by a Council Member are only permitted:
32. In the event that Council is satisfied that a disclosure of confidential information by a Member has not been made in the best interests of the University, Council may:
33. A Council Member will not be in breach of any obligation created by these principles unless the Member has:
34. A disclosure of confidential information contrary to an express resolution or direction of the Chancellor, Council, or one of its Committees will be deemed for the purposes of these principles not to have been made in good faith, unless Council is satisfied to the contrary.
35. In considering the extent to which confidential information may be disclosed the Council and the Chancellor may consider the following:
36. The Chancellor or the Chancellor's delegate are the only people authorised to issue on Council's behalf any public statement concerning the business of the Council.
37. The principles for the conduct of Council meetings may be adopted as required or appropriate by the Chair of a Committee for application to Committee meetings.
38. All proceedings of Council Committees will be minuted and confirmed as correct at the next Committee meeting. Minutes will be permanently recorded and are prima facie evidence of the proceedings of the meeting.
39. Every Committee of the Council will provide the minutes to the Council and where relevant draw attention to concerns or matters to which it desires the attention of the Council.
40. A recommendation or other decision of a Committee which is endorsed for Council approval will be of no force or effect unless and until it is approved by Council.
41. The following reports will be provided at each meeting of Council:
42. Agenda documentation for Council and its Committees is published electronically to Council and Committee Members through University approved information technology systems and services. Council Members will receive an agenda and accompanying papers normally seven (7) days prior to a meeting.
43. Any loss of Council or Committee papers, equipment or device on which Council or Committee material is stored, must be reported as soon as practical to the Council Secretary. In addition, any outside interference with information technology systems that might compromise the confidentiality of stored material must also be reported in the first instance to the Council Secretary.
1. Prior to each year, the Council Secretary, in liaison with the Council's Chair and Deputy Chair, will prepare an annual Council Work Plan for the following year. This will schedule business that is consistent with the Council's functions and external regulatory standards. Where practicable, it will also earmark matters for future business in subsequent years to enable a more extended plan for some matters requiring such timeframes.
2. After consultation with key stakeholders as determined by Council, the Council Work Plan will be presented to the Council for consideration and endorsement.
3. Once endorsed, the Council Work Plan will be circulated to key stakeholders and proposed presenters for their information and preparation.
4. The Council Work Plan will be monitored throughout the year by the Council Secretary, the Chair and with key presenters to ensure accuracy and efficiency.
5. At the first meeting of each year, the Council Secretary and the Chair will present a report on the performance of the Council in the previous year using the annual Council Work Plan.
1. All new members will normally receive an induction briefing from the Council Secretary as soon as practicable after appointment. The briefing will emphasise the primary responsibilities of members and their duties as prescribed in legislation, regulations, terms of reference and associated procedures.
2. New members will also be given copies of all relevant documents, including:
copies of all relevant educational legislation and regulations.
3. New Council Members may also be allocated a mentor to assist them in their ongoing Council or Committee activities.
4. Council Members will receive informal professional development in the course of Council business through such activities as:
5. Members of Council will be invited to participate in one formal professional development opportunity each year. They will be required to identify the area they would like to build on (develop) via a discussion with the Chancellor.
6. The Council Professional Development fund enables each Council member to access a nominated amount per annum towards professional development.
7. Applications for professional development will be reviewed by a panel, convened by the Council Secretary, consisting of:
8. Decisions relating to professional development should take into consideration:
1. In order for Council and Council Members to properly fulfil their responsibilities under Section 15 of the Act the performance of Council Members will be regularly reviewed.
2. Council will consider reviews of each of its Committees and Academic Board according to the Annual Work Plan and will make recommendations for improvements. Reviews will consider the overall role, membership, processes, behaviours and effectiveness of the Committee.
3. Annual self-review of Council will be coordinated by the Chancellor.
4. A report will be prepared and presented by the Chancellor to Council at the beginning of each year assessing the performance of the previous year.
5. The Chancellor will also conduct an informal review of Council Members and Council performance based on interviews with Council Members. The Chancellor will use these discussions to report back in overall terms to Council at the beginning of each calendar year. Individual feedback to Council Members may be provided privately by the Chancellor.
6. From time to time, external reviewers will be engaged to conduct a review of Council performance.
7. This external review will be considered by Council and, where appropriate, recommendations (if any) will be implemented. Where appropriate, Council will disclose any insights it has gained from the review and any governance changes it has made as a result.
8. Additionally, and as required under the Threshold Standard 6.1.3d of the Higher Education Standards Framework (Threshold Standards) 2021 (Cth), at least every seven years the Council will commission a comprehensive and independent review of the effectiveness of corporate academic governance processes against the requirements of the Threshold Standards.
9. The independent governance review will be available for submission to TEQSA.
Schedule 1 to this Regulation contains an overview of the regulatory framework within which the University operates.