Terms of Reference (Council approved) - Chancellor Selection Committee - Annex A to Appointment of the Chancellor and Deputy Chancellor Rule

• Overview
• Establishment of Committee
• Objectives
• Committee Membership
• Membership
• Elected Members
• In Attendance
• Chair
• Terms of Reference
• Functions
• Selection Criteria
• Temporary Committee
• Delegations
• Delegation from Council
• Conduct of Committee Business
• Reporting to Council
• Meetings
• Business Papers
• Quorum
• Use of technology
• Resolutions
• Confirmation of Minutes
• Secretary to Committee
• Definitions and Interpretations Specific to these Terms of Reference

Overview

Establishment of Committee

(1) The Chancellor Selection Committee is established as a temporary Committee of Council, and the Committee is delegated a number of Council functions in relation to the executive search and appointment of the Chancellor.

(2) The establishment of this Committee and the delegation of Council powers to it are actions authorised under Section 17 of the University of New England Act 1993 (NSW). The provisions of this document take effect as a Council Rule made under Section 29 of the University of New England Act 1993 (NSW).

Objectives

(3) The Committee shall have the authority on behalf of Council to conduct the search process for the Chancellor and matters incidental to this process. The Committee will report and make recommendations to Council. Council will make the final decision on the appointment of the Chancellor.

Committee Membership

Membership

(4) The Committee comprises five (5) University Council members. The members of the Committee are as follows:

1. The following members of the Nominations Committee of Council:
   1. The Deputy Chancellor as an ex-officio member, except where he or she is a candidate for the Chancellor role;
   2. The Vice-Chancellor and Chief Executive Officer as an ex-officio member; and
   3. The Chair of Academic Board as an ex-officio member; and
2. Up to three (3) other University Council members, elected by the Council, so as to make five (5) Committee members in total.

Elected Members

(5) The elected members of the Committee will be determined by the University Council. The University Secretary will issue a call for nominations, and any University Council member may be nominated. Self-nominations are permitted. A nomination must be seconded by another member of the University Council in order to be valid. If there are more nominations than places available on the Committee, then a secret ballot will be held and the nominees with the highest numbers of votes will be elected to the available positions on the Committee. The University Secretary will act as returning officer for this ballot and is authorised to conduct the ballot process and make decisions in relation to it.

In Attendance

(6) Official attendees:

1. University Secretary and/or nominee;
2. Any other person invited by the Chair.

Chair

(7) The Deputy Chancellor will act as Chair if he or she is a member of the Committee and is available to act. Otherwise the Committee will elect a Chair from its members.

Terms of Reference

Functions

(8) The function of the Committee is to conduct the executive search process for the Chancellor including:

1. considering and making recommendations to the Council in relation to the selection criteria (Selection Criteria) for the Chancellor position. To avoid doubt, the Council will approve the final Selection Criteria;
2. engaging executive search consultants as required to assist and advise in relation to the search process;
3. evaluating and shortlisting candidates in accordance with the Selection Criteria;
4. reporting to the Council about the progress of the Selection Committee; and
5. making recommendations to Council in relation to the appointment of a Chancellor and the terms of such appointment. To avoid doubt, the Committee is not authorised to appoint a Chancellor without Council approval.

Selection Criteria

(9) The Committee is to conduct the recruitment process and evaluate candidates having regard to the Selection Criteria determined by the Council.

Temporary Committee

(10) This Committee is a temporary Committee. It will exercise its functions only when it is required to conduct an executive search process for a Chancellor. When it has completed its functions and a Chancellor has been appointed then it will go into abeyance until a new search process is required. On each occasion, its membership will be re-constituted.

Delegations

Delegation from Council

(11) This Committee has delegated authority from the UNE Council to perform on behalf of Council the functions set out in the Terms of Reference above, and all matters ancillary to those functions.

Conduct of Committee Business

Reporting to Council

(12) The Chair of the Committee will report to Council regularly on the business conducted by the Committee. When recommending a preferred candidate to Council for appointment as Chancellor, the Chair will also provide information to Council about the Selection Committee’s evaluation of the top three (3) candidates and the Committee’s rationale for choosing the preferred candidate.

Meetings

(13) The Committee will meet on an ad-hoc basis and is expected to use technology and “flying minutes” to attend to urgent matters. Committee members are expected to be available on short notice, however, should be given as much notice as is practicable in the circumstances of matters arising.

Business Papers

(14) Unless the Chair directs otherwise, Committee business papers, or “flying minutes” and explanatory documents accompanying them, will be distributed to Committee members as required and with as much notice as is practicable in the circumstances. Business papers must be treated confidentially by recipients. Any external disclosure of business papers should be made via the University Secretary.

Quorum

(15) A quorum shall consist of a simple majority of the members of the Committee at the time the meeting is held.

Use of technology

(16) For its business papers, meetings and otherwise to conduct its business, the Committee and its members may use technology including telephone, video-conferencing, telepresence, email and internet as arranged by the Chair and/or University Secretary .

Resolutions

(17) The Committee may pass a resolution by “flying minute” provided that the resolution has been approved by a simple majority of the Committee members at the time the resolution is made. If votes for and against are equal then the Chair will have the casting vote.

Confirmation of Minutes

(18) Draft minutes will normally be circulated to members for comment promptly after each meeting. Next, the minutes (with any necessary changes) will be circulated for adoption by the Committee. The minutes will be finalised and adopted when they have been approved by a majority of the members present at the relevant meeting. Alternatively, the minutes may be included in the business papers for the next Committee meeting and considered/adopted by the Committee at that meeting.

Secretary to Committee

(19) The University Secretary and/or nominee will act as secretary and provide administrative support to the Committee.

Definitions and Interpretations Specific to these Terms of Reference

(20) This document should be interpreted using the following principles:

1. Where Committee membership is defined by reference to an office held (for example “Chair of Academic Board”), that office-bearer is a member ex-officio and has all of the same rights and responsibilities (including voting) as other Committee members whilst holding the office specified.
2. The document does not override or otherwise affect the Authority Retained by Council Rule or the Power and Authority of the Chancellor and/or the Deputy Chancellor Policy, however, it operates as a delegation of certain authorities that have been retained by Council.