1.  Introduction
2.  Purpose
3.  Authority
4.  Compliance
5.  Council composition
6.  Appointment and removal of members
7.  Powers and functions
8.  Rights and duties of council members
9.  Council committees
10.  Meetings
11.  Chancellor’s roles
12.  Vice-Chancellor’s role
13.  University Secretary's role
14.  Review

1.  Introduction

1.1  Flinders University (“University” or “Flinders University”) was established by the Flinders University of South Australia Act 1966 (SA) (the ”Act”).

1.2  Flinders University is registered as a self-accrediting Higher Education Provider under the Tertiary Education Quality and Standards Agency (TEQSA) Act 2011 (Commonwealth), which establishes TEQSA as the national quality assurance regulator for Australian higher education.

2.  Purpose

The purpose of this Charter is to document the objectives, responsibilities and management of the Council to reflect its legal and other obligations as the governing body of the University.

3.  Authority

3.1  Council is the governing body of Flinders University and is responsible for the strategic direction, general oversight and performance of the University and the attainment of its objectives.

3.2  The Council’s powers, authorities, duties and responsibilities as the University’s governing body are derived from the Act and as appropriate the law.

4.  Compliance

4.1  The Council must at all times comply with the requirements which establish the legal and regulatory basis for governing and managing the University. These include:

  • the Act;
  • applicable Commonwealth and State legislation, regulations and standards;
  • Statutes and By-laws made pursuant to the Act;
  • the law.

4.2  The Council will comply with the Voluntary Code of Best Practice for Governance of Australian Universities, as adopted by Universities Australia and the University Chancellors’ Council in 2011.

5.  Council composition

5.1  The composition of the Council is defined under section 5(3) of the Act and includes ex officio, elected and appointed members, with a majority of independent persons who are not employees or students of the University.  The membership comprises:

  • the Chancellor ex officio;
  • the Vice-Chancellor ex officio;
  • the presiding member of the Academic Senate ex officio or if the presiding officer is the Vice-Chancellor, an academic staff member of the Academic Senate who is not a student of the University, elected by the Academic Senate;
  • ten persons appointed by the Council on the recommendation of a selection committee (the term of office is 2 or 4 years determined on the recommendation of the selection committee)
  • if the Council so determines, one person co-opted and appointed by the Council; (the term of office is 2 or 4 years determined by Council)
  • two members of the academic staff elected by the academic staff
    (the term of office is 2 years)
  • two members of the professional staff elected by the professional staff (the term of office is 2 years)
  • three students of the University (not being persons in the full time employment of the University), one of whom must be a postgraduate student and one of whom must be an undergraduate student, appointed or elected in a manner determined by the Council. (the term of office is 1 year)

5.2  A member appointed or elected is eligible for re-appointment or re-election, providing that the term of office does not normally exceed 12 years, unless otherwise specifically agreed by a resolution of Council.

5.3  The Act and the Statutes provide for Council to appoint up to two Deputy Chancellors from among its members for a term of four years and eligible for reappointment.

6.  Appointment and removal of Council members

6.1  Council has adopted procedures for appointment, election and removal of Council members (including the appointment of Deputy Chancellors).

6.2  Council may remove an appointed or elected member from office for:

  • mental or physical incapacity
  • failing to comply with requirements in relation to attendance at Council meetings without reasonable excuse;
  • conviction of an indictable offence;
  • serious misconduct, which includes non-compliance with duties imposed under the Act to exercise care and diligence etc, to act in good faith etc, and with respect to conflict of interest.

7.  Powers and Functions of Council

7.1  Corporate powers and functions

7.1.1  The University may exercise broad corporate powers, which invest the University with full juristic capacity and unfettered discretion, subject to the laws of this State, to conduct its affairs in the manner it thinks fit.

7.1.2  The University may exercise its powers within or outside the State (including outside Australia).

7.1.3  The functions of the University are defined in the Act and include:

(a)  the provision of educational facilities at university standards for persons who being eligible to enrol seek the benefits of such facilities; and

(b)  the establishment of such facilities as the University thinks desirable for providing courses of study, whether within the University or elsewhere, for evening students, giving instruction to and the examination of external students, and providing courses of study or instruction at such levels of attainment as the Council thinks appropriate to meet the special requirements of industry, commerce or any other section of the community; and

(c)  generally, the dissemination of knowledge and the promotion of scholarship.

7.2  Primary Responsibilities of Council

7.2.1  The primary responsibilities of Council are to:

(a)  appoint the Chancellor and as considered appropriate other office bearers;

(b)  appoint a Vice-Chancellor as the chief executive officer and Chief Academic of the University and monitoring his or her performance;

(c)  approve the mission and strategic direction of the University;

(d)  approve the annual budget and the strategic, operational and financial plans;

(e)  oversee and review the management of the University and its performance;

(f)  establish appropriate policy and procedural principles, consistent with legal requirements and community expectations;

(g)  approve and monitor systems of control and accountability, including general overview of any entities controlled by the University;

(h)  oversee and monitor the assessment and management of risk across the University, including commercial undertakings;

(i)  oversee and monitor the academic activities of the University;

(j)  approve significant commercial activities of the University.

7.2.2  The Council must, in exercising its responsibilities, endeavour to advance the interests of the University.

7.3  Power to make statutes, regulations and by-laws

7.3.1  Council is empowered to make, alter and repeal statutes and regulations in respect of a broad range of purposes relating to the organisation, management and governance of the University.

7.3.2  All statutes and regulations must be submitted to the Governor for approval.

7.3.3  Council is empowered to make by-laws for a wide range of purposes, including:

  • prohibiting trespass on, and preventing damage to, University grounds
  • regulating vehicles, traffic and parking  
  • removal of persons for disorderly conduct or indecent language
  • consumption of alcohol on campus
  • prescribing fines and expiation fees for contravention of the by-laws/alleged offences against the by-laws  

7.3.4  By-laws must be submitted to the Governor for approval.

7.4  Delegation

7.4.1  The Act empowers Council to delegate its powers to officers, employees, boards or committees of the University.

7.4.2  Council has approved and annually reviews a Delegations Framework to record its approach to delegation in accordance with the Act. The Delegations Framework distinguishes between:

(a)  powers expressly conferred under the Act, which may be delegated downwards only once; and

(b)  implied or incidental powers which may be delegated and sub-delegated downwards to the extent that is necessary, having regard to principles of good governance.

7.4.3  Powers that Council has elected for the time being not to delegate are set out in Schedule A of the Delegations Framework.

7.4.4  Powers that have been delegated and sub-delegated are set out in Schedule B of the Delegations Framework.
7.5  Annual Report

During the month of June every year, Council must submit to the Governor an Annual Report on the proceedings of the University during the previous year. The report must include a full audited account of the income and expenditure for the University.

8.  Rights and duties of council members

8.1  Council members’ rights include:

(a)  initial induction pack and briefing sessions from University officers followed by ongoing appropriate professional development;

(b)  prompt and direct access to information about the University’s business and to members of the Vice-Chancellor’s senior executive team to directly answer  questions;

(c)  the right to place items of business before Council in accordance with Council’s established procedures;

(d)  immunity from civil liability;

(e)  Directors and Officers insurance, which provides protection against claims made by third parties against Council members and a Deed of Indemnity, Access and Insurance signed by the University to mitigate risk of personal liability incurred in the course of carrying out duties and functions;

(f)  the right to receive reimbursement of legitimate expenses incurred in the role of Council member.

8.2  The principal duties owed to the University by Council members are imposed by the Act. They are similar to the duties and obligations imposed on company directors by the Corporations Act and the general law and are summarised as follows:

(a)  never vote at the direction of another person, either an outsider or another Council member

(b)  exercise a reasonable degree of care and diligence and act in the best interests of the University

(c)  at all times act honestly and in good faith for a proper purpose and never improperly use the position as a Council member to gain an advantage for  the council member or another person

(d)  always disclose a direct or indirect personal or pecuniary interest in matters considered by Council, in writing, and the council member should absent themselves from discussion and voting on the matter

9.  Council committees

9.1  Council has established a number of standing committees, which contribute to the effective governance of the University.  The Standing Committees of Council are:

(a)  Executive Committee
(b)  Academic Senate
(c)  Audit Committee
(d)  Finance and Investment Committee

9.2  Council approves a charter or terms of reference for each committee, which set out the committee’s responsibilities, composition, quorum, meeting frequency and any powers delegated to the Committee by Council.

9.3  To ensure that Council has a mechanism to deal with urgent business between meetings, Council has established an Executive Committee. This Committee also acts as the selection committee for the ten persons appointed by the Council (refer Council Composition, clause 5.1) and makes recommendations to Council on preferred candidates.  In order to fulfil this responsibility, the composition of the committee has been made equivalent to the selection committee referred to in clause 5(3)(d) of the Act, namely:

Chancellor ex officio (Chairperson); and
Six (6) Chancellor-appointed members, as follows:

Vice-Chancellor ex officio
2 x Deputy Chancellors ex officio
Chair, Academic Senate ex officio
2 x external members of Council 

10.  Meetings

10.1  Council has adopted operating procedures for meetings of Council and its committees, which are set out in the Council Handbook.

10.2  Council may hold regular and special meetings and annually sets the dates for its regular meetings, currently five per year plus an annual strategic planning retreat.

10.3  Council/committee members are required to attend meetings regularly and when they cannot attend, they should observe the procedures regarding apologies or leave of absence.

10.4    In order to assist Council with its deliberations and under the direction of the Vice-Chancellor, the following members of staff attend meetings of Council:

(a)  The Vice-Chancellor’s senior executive team;

(b)  Members of management required for consideration of a particular item;

(c)  The University Secretary and the Council Secretary.

11.  Chancellor’s role

11.1  The Chancellor is appointed by Council for a term of four years on terms and conditions fixed by Council and is eligible for re-appointment.

11.2  The Chancellor's role includes the following responsibilities:

  • To act as the Chair of the Council, responsible for ensuring the effective operation of the Council and in accordance with good contemporary governance;
  • To ensure that there is an annual schedule of topics that require regular attention of the Council, including:
    • the University’s strategy and performance
    • budget
    • capital infrastructure plan
    • financial statements
    • reports on risk management and work health and safety
    • evaluation of Council and committee performance;
  • To Chair the Executive Committee of Council;
  • To Chair the appointment/nomination committees for the appointment of the Vice­ Chancellor, Deputy Chancellors and external members of Council;
  • To work closely with the Vice-Chancellor to achieve the objectives of the University;
  • To work with the Vice-Chancellor to build and develop local, Australian and International relationships;
  • To be responsible for ensuring an effective and supportive relationship between the Council, the Vice-Chancellor and the senior executive management of the University, and for conducting performance reviews of the Vice-Chancellor;
  • To ensure that Council is reviewed at least every second year;
  • To represent the University regularly at functions and events and in the wider community;
  • Various ceremonial functions, including presiding at graduation ceremonies.

11.3  At the request of the Chancellor, or in his or her absence, a Deputy Chancellor is empowered to exercise any of the Chancellor’s responsibilities.

12.  Vice-Chancellor’s role

12.1  The Vice-Chancellor is an ex officio member of the Council and the principal academic and chief executive officer of the University, responsible to the Council for the academic standards and management of the University.

12.2  The Vice-Chancellor, by powers delegated to him or her, advises Council on, and exercises the general management over the affairs of the University.

12.3  The Vice-Chancellor’s role includes the key responsibilities to:

  • work with Council to develop, implement and update a vision and Strategic Plan for the University so that the University can deliver on its objectives;
  • assist Council to provide a clear strategic direction for the University and in building a productive and ethical work culture that can readily adapt to rapid economic, social and political change;
  • lead and drive a robust change agenda, whilst efficiently managing the multi-dimensional operations of the University and ensuring quality outcomes;
  • apply a highly engaged, broad and strategic understanding of the nature and context of the challenges for the higher education sector to respond to key issues in Higher Education policy and funding, both nationally and globally;
  • encourage, promote and facilitate the very best academic and organisational performance across the whole University and strengthen the reputation and visibility of the University through the pursuit of quality and high standards;
  • secure and continue the growth of the University’s financial base, ensuring the University acquires the necessary public and private resources to underpin the successful achievement of the University’s goals and objectives;
  • take a principal role in the University’s fundraising and development of strategic partnerships as well as strengthening and expanding ties and involvement with alumni throughout the world;
  • ensure the University’s approach to learning and teaching and all aspects of the broader experience of students are relevant and of consistently high quality across all of locations in Australia and beyond, and in the University’s virtual and physical presences;
  • build a strong and united senior executive team and management culture that fosters both internal and external innovation and collaboration;
  • maintain Flinders’ position at the forefront of educational innovation, discovery, and progress through a continued commitment to incorporating technology and entrepreneurial thinking into teaching, learning, and research;
  • expand the external profile and focus of the University, regionally, nationally and internationally;
  • provide leadership to best position the University with government, industry and the community, respond to strategic opportunities and effectively influence decisions that impact upon the University;
  • embed modern and fit-for-purpose governance and structures to ensure Council and the University fulfil their compliance, oversight and reporting obligations;
  • ensure the promotion and provision of a safe working environment for students, staff and visitors with attention to the requirements of the Work Health and Safety (WHS) Act, the Workers Rehabilitation and Compensation Act, University OHSW and Injury Management ;policies and Equal Opportunity Legislation.

12.4  The Vice-Chancellor may delegate any of his or her powers, duties or responsibilities to:

(a)  any member of the senior executive as approved by Council from time to time;

(b)  such other officers and in respect of such matters as the Council may authorise.

13.  University Secretary role

13.1  The University Secretary is responsible for all matters relating to the administration of Council and its standing committees, including:

  • the preparation of agenda, minutes and papers;
  • maintaining a record of all committees and boards of associated entities on which Councillors may from time to time serve, a register of member interests, register of potential members and a member skills register;
  • the provision of advice, and the development, analysis and interpretation of the legislation and procedures by which the operations of Council are regulated;
  • performance of other duties as assigned to her or him by the Chancellor, the Vice-Chancellor and Council.

14.  Review

The Council will review and update this Charter annually.