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Section 1 - Overview
(1) This Rule identifies the role and responsibilities of the University Secretary.
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Section 2 - Scope
(2) This Rule applies to the Council and staff of the University and reflects the University's commitment to good corporate governance.
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Section 3 - Policy
(3) The Chief Legal and Governance Officer is the University Secretary (please note the Chief Legal and Governance Officer is also the University General Counsel). This rule does not cover the roles, responsibilities and authority of the General Counsel).
Roles, responsibility and authority
(4) The roles, responsibilities and authority of the University Secretary are as follows (please note these are taken from the role statement published by the Association of Australian University Secretaries):
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- Promoting good governance
- Works with the Chancellor, Council (and its committees/working parties) and the Chancellor to establish and implement good governance practices.
- Provides advice and secretariat support to the Council, other decision-making bodies and management in the good governance of the University.
- Assistance/support to the Chancellor
- Provides high level advice and strategic support to the Chancellor;
- Assists in the assessment and strategy development for addressing the required balance of skills knowledge and experience of Council (and its committees/boards);
- Assistance/Support to the Chancellor
- Provides high level governance advice to the Chancellor.
- Assistance/Support to the Chair of Academic Board
- Provides high level governance advice to the Chair of Academic Board.
- Advice to Council and Council Committees and Boards
- Ensures that members of Council (and its committees/boards) are provided with the information necessary for them to fulfil their responsibilities.
- Management of meetings, agendas and minutes
- Ensures timely distribution of notices and agendas of meetings of the Council;
- Ensures that the agenda papers are prepared and forwarded to members of Council (and its committees/boards) in accordance with the Council's procedures; and
- Ensures timely preparation, confirmation, and distribution to members and filing of Minutes of meetings of the Council (and its committees/working parties).
- Council Induction and Professional Development
- Coordinates the Induction Program for new members of Council (and its committees/boards), and conducts those segments of the Program relating to the operations of the Council; and
- Coordinates in consultation with the Chancellor and Vice-Chancellor and Chief Executive Officer the conduct of Workshops and professional development activities for members of Council (and its committees/boards).
- Conflicts of Interests
- Maintains a register of conflicts of interests of members of Council (and its committees) and advises the Chancellor in respect of any real or potential conflict of interests arising for members of Council (and its committees) or for the Chancellor; and
- Maintains a disclosure of material interests register.
- Relationship Management
- Works closely with the Chancellor and Vice-Chancellor and Chief Executive Officer to maintain strong and productive relationships between Council and the senior management of the University.
- Advice and liaison point for Council members
- Is the main point of contact together with the Chancellor and Vice-Chancellor and Chief Executive Officer for members of Council (and its committees/boards), including for members wishing to obtain information direct from officers of the University; and
- Provides guidance to the Chancellor and members of Council (and its committees/boards) on their responsibilities under the law (including obtaining legal advice as required), the Rules of the University to which they are subject and how these should be discharged.
- Communication with external stakeholders
- Is responsible for communication with the State Minister for Education, the relevant State Education Departments, Tertiary Education Quality & Standards Agency, and officers of the relevant Commonwealth Departments, in respect of governance compliance issues and Council resolutions which require notification to, or action by the Minister or the Department(s).
- Council Committees/Boards
- Ensures the smooth operation of Council committees/boards; and
- Provides secretariat support to committees/boards of the Council (including the Academic Board).
- University Seal
- Maintains custody of and controls over the use of the University Seal; and
- Maintains a record of the use of the University Seal and provides reports to Council.
- Council and Committee/Board Membership Maintenance
- Acts as Returning Officer for Council and other elections;
- Conducts statutory election and appointment processes for Council and its committees/boards as prescribed (often under Statute);
- Oversees members' attendance registers for Annual Reports;
- Undertakes all necessary actions in relation to appointments to Council and its committees/boards; and
- Maintains members' registers for Council and its committees/boards.
- Council budget
- Makes budget submissions to the Vice-Chancellor and Chief Executive Officer to secure adequate resources for the performance of the Council's (and its committees/boards) and the University Secretariat responsibilities.
- Delegations/policies/legislative framework (Statutes etc) Maintenance
- Is responsible for maintaining Council delegations;
- Is the policy custodian and maintains the policy library; and
- Is responsible for publishing, maintaining and managing amendments to the University of New England Act, By-Laws and Rules.
- Information Privacy and Access
- Has responsibility for discharging the University's responsibilities under relevant privacy and Information access legislation.
- Responsible for:
- Oversight of the preparation and lodgement of the Annual Report; and
- Records and Archives management;
- Relationship between the Council and University Secretary
- The University adopts the following principles(taken from Recommendation 2.5 ASX Corporate Governance Principles and Recommendations with 2010 Amendments 2nd Edition published by the ASX Corporate Governance Council ):
- The University Secretary is to support the effectiveness of the Council by monitoring that Council policy and procedures are followed.
- All Council members may have access to the University Secretary.
- The appointment and removal of the University Secretary is a matter for decision by Council as a whole.
- The University Secretary is accountable to the Council, through the Chancellor, on all governance matters.
Section 4 - Definitions
(5) For the purposes of this Rule the following definitions applies.
(6) University Secretariat — means the Office of the Secretariat assigned to support to the University Secretary in the discharge of the University Secretary's functions under this rule.