Director, Governance and Legal Services
Date of Next Review
1.1.2 QUT Governance Framework
1.1.3 Queensland University of Technology Act 1998
1.1.4 Role of QUT Council
1.1.5 External Obligations
1.1.6 Internal programs, policies and processes
Council, as the governing body of the University, has responsibility to ensure its governance is consistent with best practice governance principles.
The Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations, defines governance as:
“The framework of rules, relationships, systems and processes within and by which authority is exercised and controlled in corporations.”
The governance framework clarifies how the structures, policies and practices of the University are integrated, and the respective roles of Council and management. It provides the foundation for the effective discharge of responsibilities and demonstrates QUT's commitment to good governance.
QUT has embedded the following elements of sound corporate governance practice:
- Strategic direction, planning and monitoring of the vision, goals and values of the University
- Role and powers of Council
- Structure, composition and membership of Council
- Council performance and effectiveness
- Robust risk management and compliance processes
- Effective and appropriate committee structures
- Reporting and monitoring (disclosure, transparency and accountability)
- Corporate values (social responsibility and ethics)
The following diagram illustrates how QUT’s Governance framework operates.
QUT is a statutory body in the State of Queensland, established by an Act of the Queensland Parliament. The Queensland University of Technology Act 1998 (QUT Act) establishes QUT as a body corporate, and describes its functions and powers, its governance by QUT Council and its rights and obligations in relation to property, gifts and finances.
QUT Council is the governing body of the University, ultimately responsible for ensuring its proper and effective management and operation. The structure, composition and membership of Council accords with government requirements and with the Voluntary Code of Best Practice for the Governance of Australian Universities, and the University's committee system and procedures comply with better practice principles. Council has approved nomination, induction and professional development processes for Council members, separation of Chancellor and Vice-Chancellor and President roles, procedures for the conduct of Council and committee meetings, guidelines to assist members to exercise their duties in a manner consistent with the QUT Staff Code of Conduct, and processes for review of overall and individual member performance and effectiveness. A Council Charter (QUT staff access only) provides members with information on Council members’ roles and responsibilities, ethical conduct incorporating the QUT Council Procedure 1 - Committees and the QUT Staff Code of Conduct and operational procedures.
Council prepares the foundation for management and oversight of the University through input into the development and approval of the strategic direction and policies of the University. It approves policies and procedures which underpin the University's ethical behaviour and compliance with its obligations. It reviews and monitors the performance both of the University and controlled entities, and reports to government.
QUT is subject to a variety of legislation enacted by the Queensland and Commonwealth Parliaments, and is committed to complying with all relevant legislation and obligations through its Compliance policy (A/1.3). QUT has obligations under Commonwealth and State Acts of Parliament, regulations, government accountability frameworks, codes of practice, and standards, which are captured in the Register of Compliance Obligations. The external environment is complex, encompassing obligations of major significance to the Council and management in exercising due diligence over the operations of the University. Many legislative requirements have become the subject of separate policy statements because of their impact on QUT's activities.
QUT is an exempt public authority under the Corporations Act 2001. However its controlled entities may meet the definition of proprietary companies bound by that Act.
The Commonwealth funds QUT under the Higher Education Support Act 2003. QUT is funded primarily on the basis of information it provides to the Commonwealth.
The internal structures within which governance operates are Council and its committees, and the Vice-Chancellor and President and their advisory committees. Council also adopts policies and procedures to guide staff and students in carrying out their responsibilities and activities, and the Vice-Chancellor and President is responsible for approval of policies on management matters. Staff and students are obliged to work within these policies and procedures.
These policies are published in the online Manual of Policies and Procedures (MOPP) which articulates most internal policies and the delegations, authorities and reporting responsibilities of staff. Clear operational instructions and guidance derived from the policies and procedures are normally found on the websites of the divisions, faculties and institutes. Council has delegated some authority for policy approval to certain University committees or officers (Appendix 3)
a) Corporate values (social justice and ethics)
QUT aims to serve the community and strengthen its distinctive national and international reputation by combining academic strength with practical engagement with the world of the professions, industry, government, and the broader community. QUT’s vision and values are outlined in Blueprint.
Underpinning QUT's values is the QUT Staff Code of Conduct (B/8.1) designed to assist each member of the University community, including members of Council, in discharging the obligation to act ethically and to observe the highest standards of behaviour. The Code of Conduct is based on the Public Sector Ethics Act 1994 (Qld).
Council is committed to infusing social justice philosophy and practices into all aspects of its activities (A/8.4). The QUT Reconciliation Statement (A/8.3) recognises the particular responsibility of educational institutions to redress disadvantage and to overcome prejudice and commits QUT to sustainable reconciliation between Indigenous (Aboriginal and Torres Strait Islander peoples) and non-Indigenous Australians.
QUT is committed to undertaking its commercial and research operations in an ethically and socially accountable manner to enhance its reputation as a good corporate citizen. This commitment is guided by the University's Project Proposal Framework (QUT staff access only), the QUT research and innovation framework, and commercialisation policies.
b) Strategic planning
Strategic planning is undertaken to direct the attainment of the University's vision and goals as outlined in the institutional plan, the QUT Blueprint.
The University Planning Framework (A/2.2) outlines QUT’s strategic planning and management principles, and the responsibilities of relevant University officers, faculties, divisions and institutes for complying with the Framework.
The QUT Quality and Standards Framework (A/2.4) articulates key components of QUT business and how quality assurance and continuous improvement mechanisms facilitate the achievement of strategic goals and priorities articulated in institutional plans.
A comprehensive evaluation of the efficiency and effectiveness of the strategic planning processes of operational units and the appropriateness of the results achieved is conducted regularly through the University's corporate review system (A/2.3).
c) Compliance and control
The QUT Register of Compliance Obligations contains all known external obligations under laws, regulations, codes or organisational standards including the QUT Act, its statutes and rules. The compliance register designates the operational area and University officer/s responsible for ensuring obligations are met, as well as potential penalties for non-compliance, and includes an outline of compliance procedures to assist with minimising non-compliance. Compliance with internal policy and procedure is also a key element of the framework consistent with the QUT Staff Code of Conduct.
Council is also committed to establishing a cost-effective internal control structure (A/2.6). Although the Vice-Chancellor and President is ultimately responsible for the establishment of a cost-effective internal control structure for the University in line with the requirements of the Financial and Performance Management Standard 2009, developing and maintaining cost-effective internal controls is a management responsibility and an integral component of the overall process of managing operations of the University.
d) Risk management
QUT Council has the overall responsibility for risk management at QUT, which it exercises through Audit and Risk Management Committee (A/3.3). Audit and Risk Management Committee evaluates the adequacy and effectiveness of the management of significant business risks and advises Council on the University's level of exposure to them.
The University's risk management policy (A/2.5) and the Risk Management Framework make each faculty and division responsible for managing their business risks. The alignment of risk management with the strategic planning process facilitates closer interaction between the revision of plans and the re-assessment of risks.
e) Delegation of decision-making
QUT Council endorses a framework for the delegation of decision-making based on principles of empowerment of staff and committees in an environment of responsible corporate governance (Appendix 3). Devolution to appropriate levels of responsibility and competence ensures that QUT is administratively responsive and makes decisions in a timely way. The framework of delegations specifies powers which cannot or should not be delegated, having regard to the scope or purpose of decision-making, or other matters such as legislative requirements or prohibitions.
Sound corporate governance is achieved by ensuring that there are adequate internal control structures in place to support delegated decision-making, including appropriate policy settings, and monitoring, reporting and risk management systems.
f) Effective and appropriate committee structures
Council is assisted and advised in its role by its sub-committees and the Vice-Chancellor and President's management committees (Appendix 8). All University level committees have their role, terms of reference, delegated powers, membership and reporting arrangements published in the MOPP.
Council Procedure 1 - Committees outlines the roles and conditions of membership, procedures for ordinary and special meetings and for decisions between meetings, record keeping responsibilities, conflicts of interest and indemnity, reimbursement of member expenses and induction and review.
g) Reporting and monitoring (disclosure, transparency and accountability)
Good corporate governance requires appropriate mechanisms to monitor and report on performance. Council is assisted by its committees and management in monitoring performance against approved plans and key performance indicators as set out in the Planning Framework. The Vice-Chancellor and President supports the flow of information in presenting to each meeting of Council a report on the performance of the University and also identifies impending issues and risks facing the University.
The monitoring and control framework of the University is subject to continuous independent internal audit through Assurance and Risk Management Services which reports to Council through Audit and Risk Management Committee.
To safeguard integrity and accountability of the monitoring function of committees, Council has established a Register of Disclosed Interests (QUT staff access only) which members of Council and University committees are required to keep up-to-date with their current active, perceived or potential conflicts of interest, in addition to declaring conflicts of interest at meetings.
Reporting requirements delegated by Council to officers of the University and committees are articulated in a Schedule of Authorities and Delegations (Appendix 3) to ensure that there is clarity of understanding of responsibilities. Reporting and control culminates with an external financial audit and presentation of the University's Annual Report, incorporating the audited financial statements and a report on governance matters, to State Parliament.
MOPP A/1.3 Compliance
MOPP Appendix 1(b) QUT Legislative provisions - Statutes
Australian Standard 8000-2003 Corporate Governance
Corporate Governance Principles and Recommendations with 2010 Amendments, ASX Corporate Governance Council, June 2010
Voluntary Code of Best Practice for the Governance of Australian Universities
|06.12.17||A/1.1.3||Council||Revised policy to remove references to statues and rules following an amendment to the QUT Act to repeal the University’s power to make statues and rules - effective 01.07.18|
|24.02.16||All||Director, Governance and Legal Services||Periodic review - no change required|
|06.07.14||A/1.1.6||Executive Director, Finance and Resource Planning||Policy revised to reflect the Project Proposal Framework replacing the Business Case Framework|
|19.10.11||All||Council||Periodic review - Policy revised|
|29.09.06||All||Council||Revised QUT Governance Framework|
|27.10.04||All||Council||Approved new QUT Governance Framework|