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 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.

Where there are inconsistencies between the Act and the Charter, the Act will prevail.

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 applicable 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, to the extent appropriate, 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;
  • eight 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)
  • one member of the academic staff elected by the academic staff
    (the term of office is 2 years)
  • one member of the professional staff elected by the professional staff (the term of office is 2 years)
  • two 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 2 years)

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 a Delegations Policy and Register to record its approach to delegation in accordance with the Act. The Delegations Framework comprises governing legislation, such as the University Act, the Delegations Policy, the Delegations Register and the Application of Delegation Principles Guidelines.

7.5  Annual Report

Not later than 30 June each year, Council must submit to the Minister an Annual Report on the proceedings of the University during the previous year. The report must include a copy of the audited accounts for the University, and of every statute and regulation of the University allowed by the Governor.

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, such access to be arranged via the Chancellor or Vice-Chancellor;

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

(d)  indemnity against actions and claims in respect of acts or omissions undertaken in good faith in the exercise of their role as a Council or committtee member (section 29 of the Act);

(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 and Risk Committee
(d)  Finance and Investment Committee
(e) Remuneration 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.

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; as required for consideration of relevant items of business;

(b)  Members of management as 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:

a. To act as the Chair of the Council, responsible for ensuring the effective operation of the Council and in accordance with good contemporary governance;

b. 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;

c.  To Chair the Executive Committee of Council;

d.  To Chair the selection/nomination committees for the appointment of the Vice­ Chancellor, Deputy Chancellors and external members of Council;

e.  To work closely with the Vice-Chancellor to achieve the objectives of the University;

f.   To work with the Vice-Chancellor to build and develop local, Australian and International relationships;

g.  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;

h.  To ensure that Council is reviewed at least every second year, unless there is good reason, as determined by Council, to defer a review;

i.   To represent the University regularly at functions and events and in the wider community;

j.   Various ceremonial functions, including presiding at graduation ceremonies.

11.3  At the request of the Chancellor, or in his or her absence, and subject to the Act, a Deputy Chancellor is empowered to exercise any of the Chancellor’s responsibilities (Statute 2.2, clause 3).  Note that under section 18(4) of the Act, a Council member elected by other members present will preside over Council meetings in the absence of the Chancellor.  In the ordinary course, the Council would expect a Deputy Chancellor to be elected.

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:

a.  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;

b.  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;

c.  lead and drive, where appropriate, a robust change agenda, whilst efficiently managing the multi-dimensional operations of the University and ensuring quality outcomes;

d.  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;

e.  encourage, promote and facilitate the very best academic and organisational performance across the whole University and strengthen the academic and research reputation and visibility of the University through the pursuit of quality and high standards;

f.  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;

g.  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;

h.  ensure the University’s approach to learning, teaching and research, 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;

i.  build a strong and united senior executive team and management culture that fosters both internal and external innovation and collaboration;

j.  maintain Flinders University's 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;

k.  expand the external profile and focus of the University, regionally, nationally and internationally and its contribution, where appropriate, to the development of public policy;

l.  provide leadership to best position the University with government, industry and the community, respond to strategic opportunities, public policy debate and effectively influence decisions that impact upon the University;

m. embed modern and fit-for-purpose governance and structures to ensure Council and the University fulfil their compliance, oversight and reporting obligations;

n. 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 Reutrn to Work Act, University WHS and Injury Management; policies and Equal Opportunity Legislation.

13.  University Secretary role

13.1  The University Secretary provides strategic advice on policy, governance and related matters to the President and Vice-Chancellor and the Chancellor, and undertake initiatives that progress best practice governance at the University.  The University Secretary’s responsibilities include:

a.  the provision of high level strategic advice pertaining to policy and governance;

b.  advising the President and Vice-Chancellor, the Chancellor, University Council and its standing committees on critical matters, coupled with managing the timely and accurate release of the Flinders University Annual Report and other external announcements and communications;

c.   ensuring the effective operation of the University Council and maintaining strong channels of communication between the Chancellor, the Council and its standing committee, the University senior executive team, and other stakeholders as appropriate;

d.   overseeing the development and effective implementation of the University policy framework in liaison with the University Senior Executive, responsible officers and University Council;

e.   ensuring compliance with external regulatory requirements, legislation and ensuring the management of correspondence to Council and the University.

14.  Protocols in relation to engagement between Council member and management

Council members may from time to time wish to communicate or engage with members of Management and vice versa (eg to pass on useful industry information, to share networks, seek information on a topic of interest etc).  In order to minimise any confusion, having regard to the role of Council as an oversight and governing body and the role of Management, under the leadership of the Vice-Chancellor, to manage the operations of the University, the following protocols are proposed:

  1. the Vice-Chancellor and Chancellor should as a matter of course be consulted before any communication between Council members and Management – a simple email will suffice
  2. if the Vice-Chancellor is unable to be contacted (eg overseas) or the matter is urgent, the person initiating the contact should promptly inform the Vice-Chancellor by email or copy the Vice-Chancellor into any email communications between the Council member and Management
  3. Communications between Committee Chairs and the relevant Executive (eg Chair of Audit & Risk Committee and CFO) in relation to Committee agendas and Committee matters should continue as usual, with the Vice-Chancellor and University Secretary kept informed as appropriate
  4. Communications in relation to agendas, papers, meeting logistics, matters of governance and other workings of Council should be directed to the University Secretary
  5. Council members will continue to receive invitations to functions and events from the Office of Communication & Marketing Engagement which will remain the primary contact for such communications.

15. Review

The Council will review and update this Charter annually.