Chapter 1 - Resolutions on Council
Standing Resolution 1.3 - Governance of The University
The purpose of this Standing Resolution is to describe in general terms the principal aspects of the governance of the University, including the respective roles of the Chancellor and Vice-Chancellor and Principal (“Vice-Chancellor”) in that regard, the responsibilities of Council members and the structure and roles of Council and its major committees.
The governance model of the University is based on its Council being made up largely of external members combined with representatives of the University's key internal stakeholders: undergraduate and graduate students, professional staff, academic staff and the Academic Board. Similarly, external members have a significant representation on Council’s major committees. External members bring to the University not only a range of expertise that is not readily available at the University, but because they are not employees of the University, they are able to bring independent judgment to bear on issues concerning its affairs. In dealing with such matters they exercise a pure governance role. It is recognised, however, that external members tend to have less detailed knowledge of the institution than their internal counterparts and have less time to devote to its operations, hence the mixed membership of the governing and key advisory bodies of the University.
The following protocols describe the basis on which Council, Council Committees and members of Council interact with the executive and academic management of the University:
2.1 Council is the sole governing body of the University pursuant to section 8(2)(a) of the University of Melbourne Act 2009.
2.2 The Vice-Chancellor is the primary source of advice to Council, including to Council Committees, on the affairs, concerns, finances and property of the University.
2.3 On matters of academic policy, Council receives recommendations and advice from the Academic Board through its President.
2.4 Members of Council may, where the occasion warrants, provide informal advice and guidance to the Vice-Chancellor, the President of the Academic Board and senior executives and senior managers in the University.
2.5 Except through the formal processes of Council or Council Committees, Chairs of Council Committees and other members of Council may give directions to executives or employees in the University only with the express or implied consent of the Vice-Chancellor.
2.6 The above protocols do not constrain the right of members of Council to obtain advice directly from the University Secretary.
3.1 The role of the Chancellor
The Chancellor is the senior office holder of the University. The principal role of the Chancellor is to chair meetings of Council, oversee the development of its agendas, ensure that it functions properly as an inquiring and informed body, promote the aims and ethos of the University and represent and exercise the authority of Council at graduation ceremonies and on other formal occasions. In consultation with the Vice-Chancellor, the Chancellor represents the University at meetings, functions and ceremonies in Australia and overseas, and, less formally, represents the interests of the University in the political, cultural and business life of the wider community. While not exercising executive authority in the University, the Chancellor takes the lead on behalf of Council in appointing, supporting and advising the Vice-Chancellor, and evaluating the performance of the Vice-Chancellor.
3.2 The role of the Deputy Chancellors
Deputy Chancellors play a major role in the governance of the University by chairing some of Council’s committees, chairing Council in the Chancellor’s absence, and through their ex officio participation in its Nominations and Governance Committee and Honours Committee. They share in the Chancellor’s role of representing the University at external functions and of presiding at Conferrings and other formal occasions within the University.
The Deputy Chancellors must receive the papers for certain Council committees - specifically: the Finance Committee, the Building and Estates Committee, the Legislation and Trusts Committee and the Remuneration and Employment Conditions Committee - and for such other Committees as they may from time to time request, and they are free to attend the meetings of any Council Committee for the explication of any questions which they may seek to raise.
3.2 The role of the Vice-Chancellor
The Vice-Chancellor, who is appointed by Council, is the chief executive officer of the University and is responsible only to Council for the discharge of his or her duties. There is no intermediate authority between Council and the Vice-Chancellor. On behalf of Council, the Vice-Chancellor exercises management and superintendence over the affairs, concerns, finances, property and academic development of the University, subject to the statutes and regulations of the University and the decisions of Council. The Vice-Chancellor is the primary source of advice to Council in relation to the affairs, concerns, finances and property of the University, and is accountable to Council for the exercise of all responsibilities delegated to the office of Vice-Chancellor.
3.4 The relationship between the Chancellor and the Vice-Chancellor
The Chancellor has no executive function in the administration of the University and, therefore, ordinarily does not deal with University officers in respect of such matters except through the Vice-Chancellor. The Chancellor is kept informed of the ordinary business of the University through briefings by University officers and by receiving papers and minutes of University Committees. The Vice-Chancellor also keeps the Chancellor informed of other University matters which are of importance.
- Act always in the best interests of the University as a whole, with this obligation to be observed in priority to any duty a member may owe to those electing or appointing him or her. Whilst members of Council are elected as representatives for particular bodies they do not serve on Council as delegates of those bodies.
- Act in good faith, honestly and for a proper purpose.
- Exercise appropriate care and diligence in decision making.
- Not improperly use their position to gain an advantage for themselves or someone else
- Disclose and avoid conflicts of interest (with appropriate procedures for that purpose similar to those for public companies).
- Spend as much time as is required to perform their duties (this will normally mean devoting more time over and above that required for attending Council meetings).
- Attend and contribute to Council meetings, briefing sessions, Planning Conference and meetings of committees of Council on which they may be nominated to serve.
- Critically read all agenda documents before each meeting.
- Ensure critical review of all proposals to Council.
- Maintain confidentiality.
- Act in a financially responsible manner.
- Ensure compliance with all matters prescribed by law.
5.1 Mixed Representation Committees
In order to reflect the value of a balance of input, most major University Council Committees are of mixed composition, combining external and internal Council members, and where appropriate, involving non-members of Council, both external and internal, who bring special knowledge or skills to the committee’s tasks.
The Buildings and Estates Committee is perhaps the clearest example of a Council Committee that is constituted with a mix of external and internal Council and non-Council members. The internal members are stakeholders with a deep knowledge of the issues that concern the Committee, but because they may have particular interests in the outcome of its decisions, external members provide the necessary balance.
5.2 External-Member Committees
The Chancellor, Vice-Chancellor and the Senior Vice-Principal are ex officio members of all University bodies. Certain committees are otherwise constituted wholly of external members. The Remuneration and Employment Conditions Committee is an example of a standing committee which is so constituted. Council from time to time may establish an ad hoc Due Diligence Committee to consider a specific issue (for example a matter of strategic importance or a proposal involving unusually large expenditure) and, if Council so determines, such a committee may be made up exclusively or predominantly of external members.
In such instances, the need for a combination of expertise and independence has made it appropriate for Council to rely on external members able to bring special expertise to the deliberations of the Committees.
- Every election to the office of Chancellor and to the office of Deputy Chancellor is to be by vote as hereinafter provided, and for this purpose the University Secretary acts as returning officer.
- In every such election the returning officer must:-
- appoint a date for the election (being a date on which Council meets);
- call for nominations not less than 30 days before the date of the election by written notice posted or delivered to each member of the Council;
- accept nominations not later than 18 days before the date of the elections;
- if there is only one nomination declare the candidate so nominated to be duly elected but if there is more than one nomination the returning officer must forthwith provide to all nominees a full list of all nominations and must -
- issue to every member of the Council not later than 10 days before the date of the election -
a voting paper containing the names of the candidates nominated, in alphabetical order,
- an envelope distinctively marked for enclosure of the voting paper,
- an envelope, bearing the postal address of the returning officer, for the return of the voting paper and envelope hereinbefore referred to.
- Each voter must cause to be returned to the returning officer on or before 5.00 p.m. on the last working day before the meeting of Council at which the election will take place his or her voting paper, duly completed, enclosed in the separate and distinctive envelope provided for it. All such envelopes returned to the returning officer must remain unopened until the close of the poll.
- The election of the Chancellor and of the Deputy Chancellors is to be on the basis of a simple preferential system, i.e. with preferences listed in sequential numbers against each candidate's name, the candidate or candidates with the lowest number(s) being elected.