Chapter 2 - Resolutions on Council

2.17 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 (“the Vice-Chancellor”) in that regard, the responsibilities of Council members and the structure and roles of Council and its major committees.

1. THE UNIVERSITY OF MELBOURNE GOVERNANCE MODEL

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 postgraduate students, general 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.

2. PROTOCOLS RELATING TO GOVERNANCE AND MANAGEMENT

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 s.5(1) of the Melbourne University Act 1958.

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. THE ROLES OF THE CHANCELLOR AND THE VICE-CHANCELLOR

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 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.

3.3 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.

4. CHARTER OF RESPONSIBILITIES FOR COUNCIL MEMBERS

The following prescribed responsibilities are based on the National Governance Protocols and are consistent with the Melbourne University Act.

• 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.
• 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).

In addition, all Council Members should, to the best of their ability and knowledge, undertake the following duties:

• 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 the Council.
• Maintain confidentiality.
• Act in a financially responsible manner.
• Ensure compliance with all matters prescribed by law.

5. STRUCTURE OF MAJOR COUNCIL COMMITTEES

4.1 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.

4.2 External-Member Committees

Although the 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 is an example of a standing committee which is so constituted. The 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.

2.18 Election of Chancellor and Deputy Chancellors

1. 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.

2. In every such election the returning officer must:-

   1. appoint a date for the election (being a date on which Council meets);

   2. 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;
   3. accept nominations not later than 18 days before the date of the elections;
   4. 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 -
   5. issue to every member of the Council not later than 10 days before the date of the election -
      

      1. a voting paper containing the names of the candidates nominated, in alphabetical order,

      2. an envelope distinctively marked for enclosure of the voting paper,
      3. an envelope, bearing the postal address of the returning officer, for the return of the voting paper and envelope hereinbefore referred to.

3. Each voter must cause to be returned to the returning officer on or before 5.00 p.m. on the date of the election 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.

4. 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.

2.19 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 exofficio 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.

2.20 Induction of Council Members

Council’s annual Planning Conference introduces significant information about the University, and every effort should be made to complete appointments of new members in time to enable their attendance. Each new member will be given an opportunity to attend an induction session with the Chancellor and University Secretary. Before the session each new member will be supplied with an induction kit including, but not limited to:

• details of fellow members and senior University officers,
• the Melbourne University Act and the particular statutes, regulations and standing resolutions of Council which directly relate to the operations of Council,
• current planning and accountability publications,
• charts of University structures, including Council’s own committees,
• details of indemnity and insurance provided to members.

In view of the short term of appointment of student members, additional induction arrangements should be made as necessary to facilitate their full participation in Council activities as early as possible

At the induction session, besides dealing with any queries members may have, members will be briefed on Council’s major items of current business and concern. During the session members should be given an opportunity to identify any specific areas of interest they may have in the operations of Council and the University, and informed of the support available to attend an appropriate national conference or other development program once a year. New members are also encouraged to attend briefings on the legislative requirements and financial responsibilities of being a Council member.

When a new member joins a committee, the Chair of the committee is expected to give a private briefing to the member on its work and its recent important decisions, and to periodically ensure that the member is receiving all appropriate support and information to be able to contribute effectively.

2.21 Council Self-Assessment

The Chancellor will meet annually with each member of Council to discuss Council’s performance as a group and the member’s contribution to its work. For continuing members the discussions have a dual focus: one being to obtain feedback on how the member believes Council as a whole has performed over the past year and in what areas it should seek to enhance its performance in the coming year; the second being to discuss each Council member’s personal contribution to its work in the past year and to see if there are areas in which they would wish to change or develop that contribution. For members completing their term the discussions will take the form of an “exit interview” in which the prime focus will be on Council’s performance as a whole and how it might be enhanced, but which will also include an opportunity to reflect on any actions the University could have taken to improve the quality of the member’s experience.

Particular topics of the discussion will be determined by the Chancellor and the individual Council member, that should include some assessment of Council’s meeting processes and procedures, including the operations of its committees, and the quality of governance support provided by the University. The Chancellor will report on the outcomes of these discussions at the annual Planning Conference of Council.

2.22 Council Fellows

Council may by ordinary resolution appoint one or more honorary Council Fellows for a term of up to one year. Fellows may be reappointed, but will not normally hold appointment for more than six years in total. A Council Fellow will provide general support and advice to the members of Council in the discharge of their responsibilities, and may undertake particular tasks set out at the time of their appointment or subsequently agreed between the Fellow and the University Secretary acting on behalf of Council. Although an honorary Council Fellow will receive no remuneration for serving in that position, all reasonable expenses incurred in discharging that task will be reimbursed by the University.