|
|
|
|
|
|
A/1.2 QUT Corporate Governance Guidelines |
|||||||||||||||||||||||||
1.2.1 Manner of exercising responsibility
The contribution of members of QUT Council is critical to sound corporate governance of the University. Council comprises members drawn from diverse communities who must understand and operate within the systems and constraints, both internal and external, which affect the University. The Queensland University of Technology Act 1998 states that Council as a whole " must act in the way that appears to it most likely to promote the university's interests " (Part 2, Division 2, Section 10). These guidelines describe the University's expectations of individual Council members and are designed to assist individual Council members to discharge their responsibilities in an ethical and responsible manner. The guidelines identify seven areas of activity:
The guidelines should be understood in the context of the establishment of Council, and its general functions and powers, as detailed in Part 2 of the Act. The guidelines also complement the following, and should be read in conjunction with them:
Effective membership of Council requires a significant commitment of time. In addition to preparation for and attendance at meetings, Council members should take an active interest in the University's affairs and obtain a general understanding of its business. The University expects that any member who is unable to fulfil their responsibilities would discuss the matter with the Chancellor. The University acknowledges that in order to fulfil their responsibilities, Council members must receive from the University, timely and adequate information relevant to the conduct and content of Council business. The University provides an indemnity to Council members. 1.2.1 Manner of exercising responsibility
The University expects that Council members will bring competence and skill to the pursuit and protection of the University's interests. In promoting the University's best interests, Council members need to understand what those interests are, as well as processes for making and implementing decisions. Council members should remain informed of the various responsibilities of the University, particularly those related to its statutory obligations, ensuring accountability and limiting risks. They may request reports from the Vice-Chancellor or question policy implementation by University management and administration. Council members require a good understanding of the University's vision, strategic plan and culture, and its teaching, research and community service contributions. Members must have a clear understanding of the role of the Council in these contexts, and its governance responsibilities. In addition, some familiarity with local, state, national and international issues and trends in tertiary education is needed. External members in particular should seek to interpret the needs of society and the larger community and to apply them to the University to ensure that new developments and long-term trends are explored. 1.2.2 Use of position and information
Improper use of the position would be taking actions which may result in real, potential, or apparent advantage for a member, or any other person or organisation, or which leads to detriment to the University. Council members must not pass on Council agenda, submissions or other material to any other party, including those they might be elected to represent, or to any party outside the University, prior to Council meetings. Documents marked confidential should not be discussed with or distributed to others at any time. Other confidential information may be obtained in the course of official duties and should not be disclosed. Avoiding improper use of Council membership, or information obtained during membership, is particularly important for those members appointed or elected to Council to represent particular interests (staff and students, for example), or those members who have other interests related to the University. All members have an obligation to put the interests of the University above those of any other person, group or organisation. Members who have interests related to the University (contractual arrangements, or membership of another body with competing objectives, for example), need to be particularly conscious of avoiding conflicts of interest. 1.2.3 Dealing with conflicts of interest
All real, potential and apparent conflicts of interest, whether they be direct or indirect interests, must be conscientiously avoided. Members have an obligation to disclose any direct or indirect interests in matters before Council or under consideration within the University, such as likely benefit from any contractual arrangements. The University maintains a Register of Disclosed Interest . Members should also be aware that the University has specific policies on conflicts of interest related to research activities (see D/2.6), and gifts (see G/2.3). The following are examples of conflicts of interest for Council members:
Should a conflict of interest arise, the Council member must disclose the conflict of interest. Council notes the conflict and:
Members of Council who have a conflict of interest should also not seek to influence indirectly the outcome of Council deliberations on the matter. Nor should they seek to influence, directly or indirectly, the advice provided by, or actions of, management and administration in relation to the matter. There may be cases where an interest arises for a member because the issue under consideration falls generally and obviously within the ambit of the group from which the member is drawn, but the issue is not otherwise particular or personal to the member. Such cases might not be an interest giving rise to the obligation to disclose. For example, student members of Council may vote on issues relating to fees, and staff members of Council may vote on employment policy issues relating to their category of employment, without there being a conflict of interest. However, members will always need to exercise judgement as to whether a conflict exists, or is, or may be, perceived to exist, in any particular situation. 1.2.4 Separation of roles
Members of Council must make a clear distinction between matters of governance and policy (Council responsibility), and matters of administration and management (Vice-Chancellor's responsibility). Policy consists of general rules or principles, or a statement of direction or intent, which provide guidance to the Vice-Chancellor and senior administrators and managers in reaching decisions with respect to matters within their responsibility. Council holds administration and management to account for implementation of policy. Council members should actively monitor this in terms of the University's strategic directions. Council itself is responsible for the University's governance, that is its overall direction, resource allocation, risk minimisation, compliance with legal requirements, setting and assessing performance and accountability systems and standards, and institutional promotion. 1.2.5 Independence of action and debate
In exercising their duties, Council members need to act in the University's best interests and remain independent from all influences, including management and administration, and sectional interests. This may take the form of raising issues not identified on meeting agendas, or meeting without the Vice-Chancellor or other staff present. It may take the form of an individual member placing the University's best interests above those of an industrial union or a professional association. This is particularly important for elected members or those appointed by another person. Members wishing to raise issues for consideration by Council, should communicate with the Chancellor as Chair of Council. 1.2.6 Communication internally and externally
Promoting the agreed strategic directions and shaping the institutional culture requires a commitment to communication strategies which effectively progress the University's objectives. The University - its vision, strategic plan, culture, teaching, research and community service - needs to be promoted to the external as well as the internal community. Members of Council are expected to ensure that this occurs. Members should be conscious of the confidentiality of information obtained in the course of their duties. Any requests from others for Council information should be referred to the Secretary to Council, and any significant concern or complaint referred to the Chancellor in the first instance. 1.2.7 Review
Individual members are encouraged to review their own performance as members of Council as part of the governance process, in accordance with these guidelines. Criteria might include the value of contributions made to setting strategic directions, allocating resources, limiting risks, ensuring accountability and institutional promotion. Council as a whole should periodically assess its own performance and effectiveness, as well as that of its committees. Criteria might include the extent of compliance, risk minimisation, innovative or entrepreneurial directions set. They might also include structural and procedural effectiveness and efficiency, or the appropriateness of the size of Council in terms of effectiveness of decision-making. Consideration should be given to how performance and effectiveness could be improved, and provision for succession in Council and senior management and administration. Individual members of Council should actively contribute to such processes and ensure that they do occur. Related DocumentsA/1.1 QUT Governance Framework Modification History
|
