• Section 1 - Purpose
• Objectives of the Committee
• Section 2 - Committee membership
• Membership
• Attendees
• Chair
• Diversity representative objectives
• Election procedure for elected members
• Term of office
• Section 3 - Terms of Reference
• Delegation from Council
• Functions
• Section 4 - Conduct of Committee business
• Reporting to Council
• Meetings
• Business papers
• Quorum
• Use of technology
• Resolutions
• Confirmation of minutes
• Self-Review
• Secretary to Committee
• Conflicts of Interest
• Induction
• Review of Terms of Reference
• Section 5 - Definitions and interpretation
• Definitions
• Interpretation

Section 1 - Purpose

(1) The Finance and Infrastructure Committee is established as a Committee of the Council of the University of New England (the Council), with delegated authority for a number of Council functions associated with financial matters of the University, as stated in these Terms of Reference. 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) (UNE Act).

(2) The provisions of this document take effect as a Council Rule made under Section 29 of the UNE Act.

Objectives of the Committee

(3) Overseeing the University’s:

1. financial management, including the development and implementation of the annual budget plan.
2. reporting of financial information and the application of accounting policies.
3. borrowing and investment of University funds.
4. high-level infrastructure and asset management plans, including information technology (IT) infrastructure and assets.
5. insurance coverage and superannuation obligations.
6. significant procurements.
7. business cases and risk management relating to major University projects, commercial activities and infrastructure.

(4) Considering and approving projects and purchases that are over the Vice-Chancellor and Chief Executive Officer’s delegations.

Section 2 - Committee membership

Membership

(5) The members of the Committee:

1. Ex-officio
   1. Chancellor;
   2. Deputy Chancellor;
   3. Vice-Chancellor and Chief Executive Officer (VC&CEO);
   4. Chair of Academic Board (or nominee. The nominee must be a member of the Academic Board);
2. Other members
   1. Four (4) members elected by and from the Council:
      1. at least two (2) of whom shall be Lay members, 
      2. at least one (1) of whom should have financial/accounting experience, and
      3. at least one (1) of whom should have infrastructure expertise;
   2. Council may appoint up to two (2) Council or non-Council Lay persons, provided they are elected by the Council, on the recommendation of the Committee, and:
      1. have appropriate expertise and experience; and/or
      2. will promote the Committee's stated diversity representation objectives. 

Attendees

(6) Official attendees who regularly attend and may participate in all or part of the meeting, at the discretion of the Chair:

1. Director Governance and University Secretary, or nominee;
2. Relevant Senior Executive(s) and/or nominee (unless the Chair directs otherwise);
3. Minute Secretary to the Committee.

(7) Other:

1. Any other person invited by the Chair.

Chair

(8) The Committee will elect the Chair from its lay members. The Chair will hold office for the remainder of their term on the Committee, or until removed by the Committee, whichever occurs first. If the Chair is unavailable to act as Chair for any period then the Committee will elect a temporary Chair to act during that period.

Diversity representative objectives

(9) The objective will be to ensure, so far as is practicable, that the membership of the Committee considers diversity representation in accordance with the UNE policies.

Election procedure for elected members

(10) Elected members of the Committee will be elected by Council at a Council meeting. 

Term of office

(11) Ex-officio members will be Committee members whilst they hold their primary office.

(12) Council members will be Committee members for two (2) years or such other time as determined by Council, or until they cease to be a Council member, whichever occurs first. 

(13) Co-opted external members (if applicable) will be Committee members for two (2) years or such other time as determined by Council, or until they resign or are removed by Council, whichever occurs first.

(14) Co-opted Council members (if applicable) will be Committee members for two (2) years or such other time as determined by Council, or until they cease to be a Council member, whichever occurs first.

Section 3 - Terms of Reference

Delegation from Council

(15) The Committee has delegated authority from Council to perform on behalf of Council the functions set out in these Terms of Reference.

(16) The Committee has such other functions as may be necessary to enable it to exercise the functions specified in these Terms of Reference.

(17) Council authorises the Committee, within scope of these Terms of Reference, to:

1. obtain any information it needs from any UNE Representative and/or external party (subject to their legal obligation to protect information);
2. request the attendance of any UNE Representative, including members of Council, at Committee meetings;
3. obtain external legal or other professional advice, as considered necessary to meet its responsibilities, at the University’s expense.

(18) The Committee is responsible and accountable to Council for the exercise of its responsibilities. In carrying out its responsibilities, the Committee must:

1. recognise that responsibility for management of the University rests with the Vice-Chancellor and Chief Executive Officer (VC&CEO); and
2. in consultation with, or as requested by Council, review, revise or expand the responsibilities of the Committee from time to time.

Functions

(19) The functions of the Committee are as follows:

1. Approval functions:
   1. Approve Council policies relating to financial matters and financial risk management including Management's financial delegations from Council and Council's investment policy;
   2. Approve Council policies relating to infrastructure or information technology including the University's Master Plan, Strategic Asset Management Plan and Infrastructure Technology Strategic Plan;
   3. Approve variations to the University budget not exceeding $10 million (items >$10 million are approved by Council);
   4. Approve University projects, investments and expenditure, including the associated business case where relevant, that exceed the Vice-Chancellor and Chief Executive Officer's delegation but not exceeding $10 million (items >$10 million are approved by Council) – NOTE: Project approval relates to the merit of a project. Procurement approval (including under viii. below) is separate and relates to the procurement process and probity for an individual contract;
   5. Approve purchase, sale or lease of assets that exceed the Vice-Chancellor and Chief Executive Officer delegation but not exceeding $10 million (items >$10 million are approved by Council);
   6. Approve commercial activities by the University, including the associated business case where relevant, that exceed the Vice-Chancellor and Chief Executive Officer delegation but not exceeding $10 million (items >$10 million are approved by Council);
   7. Approve research, grant and funding agreements involving the University that exceed the Vice-Chancellor and Chief Executive Officer delegation but not exceeding $10 million (items >$10 million are approved by Council); and
   8. Approve significant procurements considered by the Executive Team Committee (ExT), exceeding $5 million total value, and/or other significant procurements referred from the Executive Team Committee (ExT) at the discretion of the Vice-Chancellor and Chief Executive Officer.
2. Advisory functions:
   1. Advise Council in relation to Council approval of the University budget;
   2. Advise Council in relation to Council approval of the University's annual financial statements;
   3. Advise Council in relation to Council approval of projects, investments and expenditure or commercial activities over $10 million;
   4. Advise Council in relation to Council approval of the borrowing of funds by the University; and
   5. Advise Council in relation to Council approval of significant procurements.
3. Monitoring functions:
   1. Monitor the effectiveness and implementation of Management's policies and procedures in respect of financial matters;
   2. Monitor the University's financial performance;
   3. Monitor the University's financial risk management;
   4. Monitor the University's borrowings, if applicable;
   5. Monitor the University's financial controls and financial reporting systems;
   6. Monitor the University's insurance coverage;
   7. Monitor the University's superannuation obligations;
   8. Monitor the Uiversity’s infrastructure to ensure it is fit for educational and research purposes;
   9. Monitor commercial activities by the University; and
   10. Monitor significant procurements of the University as dealt with by the Executive Team Committee (ExT).
4. Authority:
   1. Retain independent counsel, accountants or other experts to advise the Committee in the performance of its functions; and
   2. Seek information it requires from the Senior Executive, in relation to the performance of its functions.
5. These Terms of Reference do not alter any delegations from Council made under the Financial Delegations Rule.

Section 4 - Conduct of Committee business

Reporting to Council

(20) The Chair of the Committee will report to Council regularly on the business conducted by the Committee.

Meetings

(21) The Committee will meet bi-monthly, or otherwise as required in order to perform its functions. Committee members should be given at least seven (7) days' notice of meeting, or such shorter notice period as is practicable where the matter is urgent.

(22) A workplan, including meeting dates and agenda items will be agreed by the Committee each year. 

(23) Committee members, if necessary, may have in-camera discussions.

Business papers

(24) Unless the Chair directs otherwise, Committee business papers will be distributed to Committee members and official attendees, at least seven (7) days prior to the meeting, or such shorter period 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

(25) A quorum will be a simple majority of the members of the Committee at the time the meeting is held.

Use of technology

(26) 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

(27) 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.

Confirmation of minutes

(28) Draft minutes will normally be sent to the Chair for comment and endorsement promptly after each meeting. The Chair endorsed minutes are included on the Agenda of the next meeting for confirmation and approval by the Committee.

Self-Review

(29) Once every twelve (12) month period, the Committee will devote at least one part of one meeting to the review of its policies, practices and procedures over the preceding twelve (12) months.

Secretary to Committee

(30) The Director Governance and University Secretary or nominee will act as secretary and provide administrative support to the Committee.

Conflicts of Interest

(31) Committee members who are members of Council are required to maintain a register of material interests and make disclosures in meetings consistent with section 5, Schedule 2A of the University of New England Act 1993 (NSW).

(32) Once a year the Committee members will provide written declarations to Council stating they do not have any conflicts of interest that would preclude them from being members of the Committee.

(33) Committee members must declare any conflicts of interest at the start of each meeting or before discussion of the relevant agenda item or topic. Details of any conflicts of interest should be appropriately minuted. The Chair may excuse the relevant member(s) from the Committee deliberations on the item or topic where a conflict of interest exists.

Induction

(34) New members will receive relevant information and briefings on their appointment to assist them to meet their Committee responsibilities.

Review of Terms of Reference

(35) At least once a year the Committee will review the Terms of Reference. This review will include consultation with Council. Any substantive changes to the Terms of Reference will be recommended by the Committee and formally approved by Council.

Section 5 - Definitions and interpretation

Definitions

(36) Words and phrases used in this document have the following meanings, unless the context requires otherwise:

1. Lay means a person who is not a Current Employee or Current Student;
2. Total value relating to significant procurements refers to the total financial value of the proposed contract/expenditure over the expected contract term; and
3. Significant procurements are those procurement matters with a total value over the threshold delegation to the Vice-Chancellor and Chief Executive Officer, or referred to the Finance and Infrastructure Committee at the discretion of the Vice-Chancellor and Chief Executive Officer.

Interpretation

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

1. Where Committee membership is defined by reference to an office held, 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. Where a dollar amount is stipulated as an approval limit, it is to be taken as a reference to the maximum contract value or maximum financial commitment/exposure of the University, whichever is greater; and
3. This document does not override or otherwise affect:
   1. the UNE Delegations Framework Rule; or
   2. the Vice-Chancellor Functions Rule.