• Section 1 - Overview & Scope
• Part A - Council Authority, Function and Primary Role
• Council Authority
• Council Function
• Council Primary Responsibilities
• Part B - Council Relationship with Management and Vice-Chancellor
• Council relationship with Management
• Role and Responsibilities of the Vice-Chancellor & CEO
• Part C - Composition and Structures of Council
• Council Committees
• Part D - Role of Council Members
• Role of the Chancellor and Deputy Chancellor
• Role of Council Member
• Part E - Council Code of Ethics
• University Secretary
• Part F - Council Operations and Council Member Support
• Section 2 - Authority and Compliance

Section 1 - Overview & Scope

(1) The UNE Council Charter outlines the role of the Council in the structure and governance of the University of New England.

(2) The University of New England (ABN 75 792 454 315) is a body corporate constituted and empowered pursuant to the UNE Act 1993 (NSW) (hereafter ‘the Act’) and UNE By-Law 2005.

(3) In accordance with the Act, the Body of the University comprises the UNE Council, Convocation, the University’s graduates and students as well as fulltime members of staff as the by-laws may prescribe.

(4) Within this Charter:

1. Part A - outlines the authority, function and primary roles and responsibilities of the Council
2. Part B - describes the Council’s relationship with management and the Vice-Chancellor & CEO
3. Part C – describes the composition and structures of Council
4. Part D – outlines the role of Council Members including the Chancellor and Deputy Chancellor
5. Part E – provides the Council’s Code of Ethics
6. Part F – identifies details of specific Council operations and support for Council Members

Part A - Council Authority, Function and Primary Role

Council Authority

(5) The UNE Council as the University’s governing authority, has functions conferred upon it by the Act (in section 16 and elsewhere in the Act, By-laws and Rules). Council:

1. acts for and on behalf of the University in the exercise of the University's functions;
2. has the control and management of the affairs and concerns of the University; and
3. may act in all matters concerning the University in such manner as appears to the Council to be best calculated to promote the object and interests of the University.

Council Function

(6) The overriding function of Council is to provide strategic leadership to the University. Council should have regard to the community it represents and ensure that the decisions that it makes reflect the values and expectations of its stakeholders and the community at large.

Council Primary Responsibilities

(7) Council undertakes the following specific functions as its primary responsibilities, without limiting its broader functions or its capacity to fulfil other responsibilities:

1. Monitor the performance of the Vice-Chancellor & Chief Executive Officer (CEO);
2. Oversee and monitor the University's performance;
3. Oversee and monitor the academic activities of the University;
4. Approve the University's mission, strategic direction, annual budget and business plan;
5. Oversee and monitor risk management and risk assessment across the University;
6. Approve and monitor systems of control and accountability for the University;
7. Approve significant University commercial activities;
8. Establish policies and procedural principles for the University consistent with legal requirements and community expectations;
9. Ensure that the University's grievance procedures, and information concerning any rights of appeal or review conferred by or under any Act are published in a form that is readily accessible to the public;
10. Regularly review its own performance;
11. Adopt a statement of its primary responsibilities; and
12. Make available for members of the Council a program of induction and of development relevant to their role as such a Member.

(8) While retaining its governance responsibilities, Council may have an appropriate system of delegations to ensure the effective discharge of these responsibilities. The Council may make rules in relation to any activity or function of the University provided they are consistent with the Act and the University's by-laws.

Part B - Council Relationship with Management and Vice-Chancellor

Council relationship with Management

(9) With Council’s role being to govern the University, the day to day management of the University is provided by the Vice-Chancellor & CEO and their management team. To enable management of the University, the Council is responsible for:

1. appointing and monitoring the performance of the Vice-Chancellor; and
2. establishing a delegation of authorities (refer UNE Delegations Framework) that support the efficient and effective operation of the University, and where:
   1. any authorities reserved by the Council are duly identified; and
   2. the functions and delegations of the Vice-Chancellor are clearly expressed.

Role and Responsibilities of the Vice-Chancellor & CEO

(10) The Vice-Chancellor is the University’s Principal Academic Officer and Chief Executive Officer (CEO).

(11) The role of Vice-Chancellor and its functions is determined by the Act and includes official membership of the University’s Council.

(12) The Vice-Chancellor & CEO is:

1. responsible for the management of the University and the implementation of the University’s Strategic Plan;
2. has charge of UNE’s administrative and financial activities and manages the direction of the University’s corporate planning, budget activities and implementation of policy;
3. has functions delegated by the Council which are summarised in the Functions of the Vice-Chancellor & CEO Guidelines and expressed in the UNE Delegations Framework and schedules; and
4. as the Chief Officer of a public entity, the Vice-Chancellor & CEO has specific responsibilities in relation to compliance with various regulatory requirements.

(13) With respect to the Vice-Chancellor & CEO 's relationship to Council:

1. it is the function of the Vice-Chancellor & CEO of the University to implement the Council's policies, to present strategies, and to be accountable to the Council for their implementation;
2. the Vice-Chancellor reports to the Council regarding the performance of the University and makes proposals to the Council for approval for those decisions reserved to the Council; and
3. the Vice-Chancellor & CEO in conjunction with the Chancellor and Director Governance and University Secretary have a role in ensuring the Council is properly informed about the matters of the University.

(14) The Vice-Chancellor provides supervision to and receives support from a team of senior executives who provide strategic, policy and operational advice relating to their individual portfolios and the organisational hierarchy is outlined in UNE’s organisational chart.

(15) The Vice-Chancellor may authorise committee’s of management, noting that the role of such management committee’s is to advise the relevant manager who retains the authority and responsibilities for those decisions.

Part C - Composition and Structures of Council

(16) UNE Council is composed of official, elected and appointed members as defined by the UNE Act, UNE By-law and Constitution of Council Rule see summary in Table 1 below).

(17) Council is to have a majority of external members and a mix of skills, diversity and experience consistent with Part 3, Division 1 of the Act and as agreed to by the Council as relevant to the effective governance of the University.

(18) The Council considers the mix of skills, levels of experience and personal attributes on the Council to inform professional development of Council as well as appointments of new members.

Council Committees

(19) Under its powers of delegation (section 17 of the Act), the Council establishes Committees of Council that are responsible for the analysis, review and endorsement of recommendations from the University’s management, as well as for the identification of organisational risk and opportunities.

(20) The Committees of Council, established to support the Council in the discharge of its functions and duties are outlined below with links to the detailed terms of reference approved and amended by the Council from time to time.

Part D - Role of Council Members

Role of the Chancellor and Deputy Chancellor

(21) The Chancellor is the Principal Officer of the University. The Chancellor role includes

1. chairing Council meetings, overseeing the development of its agendas and providing leadership to Council so that it can meet its responsibilities and perform its duties as defined in the UNE Act;
2. on Council's behalf, annually reviewing the Vice-Chancellor & CEO 's salary and performance using key performance indicators;
3. advising and working with the University Council and the Vice-Chancellor & CEO , providing counsel and encouraging free, trusting and frank communication on all issues concerning the wellbeing of the University;
4. together with the Vice-Chancellor & CEO and Chairs of the Committees of Council, ensuring that Council has all the necessary information that it needs for decision-making;
5. encouraging Council and senior management to work in a cohesive manner to the benefit of the University;
6. acting as an important public face of the University, promoting the aims and objects of the University, having community influence and forging links with the broader community, companies and governments;
7. without specific appointment, exercising the right of membership of any committee of the University;
8. determining whether any matter may be brought to the Standing Committee of Council, which in the Chancellor's opinion, requires urgent attention; and
9. officiating at Graduation Ceremonies and taking part in other significant University and public occasions.

(22) The Chancellor consults at least annually with individual Council members regarding the performance of the Council; with the Council and Senior Management to provide and receive advice; with members of the Community and stakeholders, and provides advice about the University and its partners, to the governments of the day.

(23) In the event that the Chancellor is unable to exercise their roles as above, the Deputy Chancellor shall have the power and authority vested in the Chancellor.

Role of Council Member

(24) All UNE Council Members must have expertise and experience relevant to the role of the Council and an appreciation of the object, values, functions and activities of the University and agree to abide the Council’s Code of Ethics.

(25) As responsible officers of the University, the members of the University Council are subject to many of the requirements and liabilities imposed upon Company Directors under other State and Commonwealth legislation. Council Members are required to register as responsible persons with the Australian Charities and Not for Profits Commission (ACNC) and meet the criteria for a Fit and Proper Person as required by the Tertiary Education Quality Standards Agency (TEQSA)).

(26) Council member duties, as set out in Schedule 2A of the Act include:

1. Fiduciary duty to act in the best interests of the University.
   1. Council members must carry other their functions in good faith, in the best interests of the University as a whole and for a proper purpose.
   2. Council members should understand their responsibility for oversight of University compliance with statutory obligations to ensure the University is not committing wrongful acts which incur penalties or otherwise expose members to personal liability (noting Schedule 1, clause 5 of the Act regarding ‘Liability of Council members and others’).
2. Duty to exercise care and diligence. A member of the Council must act honestly and exercise a reasonable degree of care and diligence in carrying out his or her functions.
3. Duty not to improperly use position. A member of the Council must not make improper use of their position to gain, directly or indirectly, an advantage for the member or another person, or to cause detriment to the University.
4. Duty not to improperly use information. A member of the Council must not make improper use of information acquired because of their position to gain, directly or indirectly, an advantage for the member or another person, or to cause detriment to the University.
5. Disclosure of material interests by Council members. Members must, consistent with Schedule 2A clause 5 of the Act and the procedures of the Council and Conflict of Interest Guidelines, maintain a register of interests, and disclose any potential or actual interests with regard to a matter to be or being considered by Council as soon as possible.
   1. Council members agree to abide by the determination of the Council as to their further participation in regards to a matter.

(27) Each UNE Council member has the right for one vote on a matter before the Council. The majority of resolutions of the Council or Committee of Council require a majority of the members to vote in favour of the resolution [refer Schedule 1, clause 8 of the Act) though some resolutions of the Council may require a a greater than quorum majority vote to pass.

(28) To support their roles, Council members have access to insurance and protection, have access to the University Secretary, to a program of induction and professional development.

Part E - Council Code of Ethics

(29) In addition to the specific duties of Council members, the Council has determined and adopted a Code of Conduct for the University which is aligned with UNE values and supported by policies and guidance and for its members for ethical and appropriate conduct. The five principles are:

1. Principle 1 - We treat others with respect, value difference and opinions. We seek to maintain a safe working environment.
2. Principle 2 — In the performance of our duties, we will act in the best interest of the University and value the University's reputation.
3. Principle 3 - We act with honesty and integrity, transparency and openness.
4. Principle 4 - We respect privacy and maintain confidentiality.
5. Principle 5 - We comply with the UNE Act, relevant laws and their obligations, relevant enterprise (collective) agreements and UNE policies and procedures.

(30) As a complement to the general code of conduct, the Council has identified and adopts three principles within its Governance Integrity and Standards Principles:

1. Principle 1 – UNE fosters a positive, purpose driven, ethical and responsible governance culture;
2. Principle 2: UNE has established governance roles and responsibilities that support clear accountability and oversight; and
3. Principle 3 –Governance functions of the University are undertaken in a way which demonstrate UNE’s commitment to furthering UNE’s object ensuring quality and lawful standards of practice.

(31) In applying these principles the Council agrees to evidence the following in its governing manner:

1. Council shall deliberate and make decisions in a prudent and ethical manner, consistent with its Code of Ethics, and with the Council member duties (Schedule 2A of the UNE Act).
2. Council will ensure that it is adequately provided with up-to-date, appropriate information on which to base decisions.
3. Council will ensure that its policies are current, relevant, and comprehensive and that they meet requirements imposed by Governments and the external environment as well as responding to the needs of the University community.
4. Council Members will declare interests appropriately at meetings of the Council and its Committees, and will also register relevant interests in a Register of Interests maintained by the Legal Office.
5. Council Members shall maintain confidentiality of information provided to them and evidence trust and respect for the activities of the Council and its Committees.
6. Council shall keep its major involvement with the strategic direction of the organisation rather than with administrative detail.
7. Council shall direct the organisation through the careful deliberation and establishment of policies.
8. Council shall be accountable to its stakeholders.
9. Council shall review its role and performance on an annual basis.
10. Council members will respect it is the role of the Chancellor or in their absence the Deputy Chancellor or the Vice-Chancellor & CEO to make public comment on behalf off Council.
11. Council members will always act in good faith and seek to identify and support actions to address any wrongful acts of the University in relation to statutory offences.

University Secretary

(32) The University Secretary is appointed by the Council.

1. The University Secretary, who is the Director Governance & University Secretary at UNE, is accountable to the Council, through the Chancellor, on all governance matters and reports directly to the Vice-Chancellor & CEO in relation to their responsibilities as Director Governance.
2. All Council members may have access to the University Secretary.

(33) Key governance accountabilities of the University Secretary include:

1. promoting a sound governance culture at the University;
2. providing advice to Council and Council Committees and Boards to ensure they are sufficiently informed to fulfil their responsibilities and acting as an advice and liaison point for Council members;
3. working with the Chancellor and Vice-Chancellor & CEO to maintain strong and productive relationships between Council and the senior management of the University;
4. communication with external stakeholders including 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);
5. providing secretariat support to committees/boards of the Council (including the Academic Board and its committees) and ensuring the smooth operation of Council committees/boards including management of meetings, agendas and minutes;
6. ensuring Council Documents certification and administration (where administration includes the delegation to authorise minor administrative changes to Council documents);
7. facilitating Council Members Induction and Professional Development;
8. maintenance of Council and Committee/Board Membership registers and facilitating appointments (including acting as Returning Officer for Council and other elections) and attendance;
9. oversee University Seal custody, control, recordkeeping and reporting;
10. maintenance of the delegations/policies/legislative framework (Statutes etc) including maintaining Council delegations, policy library and for publishing and managing amendments to the University of New England Act, By-Laws and Rules;
11. oversee information Privacy and Access responsibilities;
12. other governance functions including oversight of the preparation and lodgement of the Annual Report and Records and Archives management; and
13. making budget submissions to the University with regard to Council-related expenses.

(34) The University Secretary is supported by the Office of the Secretariat for management of the work of UNE Council, Council Committees, Academic Board and Committees. The Secretariat may also support the boards of UNE Controlled Entities as agreed by those boards and as directed by the Director Governance and University Secretary.

Part F - Council Operations and Council Member Support

Standing Orders of Council

(35) The Council has established procedures for the calling of meetings and conduct of business at meetings and these are outlined in the associated policy to this Charter – Standing Orders of Council.

Council member induction & development

(36) Council shall ensure that its members have the necessary sets of skills required to fulfil their duties on Council.

1. Council members are provided with an induction to the University Governance Framework and Council Charter Council and Academic Board and to the University’s operations on appointment.
2. Council members are provided with ongoing development activities to support their understanding of the University’s operations and to enhance and develop specific skills, capabilities and experiences that supports their role and duties as a Council Member.

Council member protection

(37) Council members are offered a Deed of Indemnity which can help to indemnify Council Members against liabilities and costs incurred in their professional capacity as a UNE Council Member and which outlines the University’s obligations to maintain a Directors and Officers insurance policy. Council Members may view a copy of the University’s insurance policy and/or seek support or information from UNE’s Insurance Officer at any time via insurance@une.edu.au.

Council member remuneration

(38) By determination of the Council (consistent with Schedule 1, clause 10 of the UNE Act) the University has agreed to pay a modest stipend to its Council members who are not already in fixed term or continuing roles at UNE or employed by NSW Government. This includes the Student Member of the Council.

(39) The Council member remuneration schedule allows for scaled payments (inclusive of superannuation) for roles of Chancellor, Deputy Chancellor, and Council Member, noting that:

1. Council members who are already in ongoing employment at UNE or who receive payments from NSW Government do not receive any additional remuneration; and
2. an additional allowance may also be agreed for those Council members who Chair a Committee reporting to the Council, whilst that role is held.

(40) The Chair of Academic Board, who is an academic staff member elected by the Academic Board does not receive additional payment for their role as Chair of the Academic Board and Council member, but their Faculty or School will receive a contribution from Governance budget of up to 100% of their salary to allow time for the Chair of Academic Board to fulfil their governance duties.

(41) The University also covers approved costs for Council members to attend and participate in Council meetings.

Council evaluation

(42) The Council and each of its Committees undergoes an annual self-review of its performance, and undertakes an external review of the Council approximately every 3 years (consistent with the Voluntary Code of Best Practice for the Governance of Australian Public Universities). The performance reviews of the Council are considered in planning of the Council and Committee agendas, work plan, report templates, member development, and other matters relating to the business of the Council.

Council member terms of office, election, appointment or removal

(43) The UNE Act and By-Law’s provide for the:

1. Terms of office for types of members [Part 3, Division 1, clause 7 of the UNE By-laws]
2. Vacation of office [Schedule 1, Clause 2 and 3 of the Act] or casual vacancy [Part 3, Division 1, clause 8 of the UNE By-laws]
3. Process for removal from office of the Chancellor or Deputy Chancellor [Part 3, Division 2, Section 11A of the Act]
4. Appointment of the Vice-Chancellor [Part 3, Division 2, Section 12 of the Act]
5. Removal of officer for breach of duty [Part 4A, Section 21G of the Act]
6. Election of members [Part 3, Division 2 of the UNE By-laws]
7. Appointment of members [Part 3, Division 3 of the UNE By-laws]
8. The Council has established policies relating to the appointment of the Chancellor and Deputy Chancellor and the appointment of the Vice-Chancellor or Interim Vice-Chancellor. These policies are associated documents to this Charter.

Section 2 - Authority and Compliance

(44) This University Council Charter is made by the Council consistent with section 29 of the UNE Act 1993.

(45) The Custodian of this Charter, the Director Governance and University Secretary is authorised to make administrative updates to this Charter.

(46) Council members are bound by this Charter and must observe it relation to University matters.

(47) These Guidelines operate as and from the Effective Date.

(48) Previous guidelines matters within the scope of the Charter and their related documents are replaced from the Effective Date.

(49) Other policies associated with this Charter include:

1. Council Charter - Annexure 1 - Council Meeting Procedures and Standing Orders
2. Council Charter - Annexure 2 - Appointment of Chancellor and Deputy Chancellor
3. Council Charter - Annexure 3 - Appointment of Vice-Chancellor or Acting Vice-Chancellor.