Review of Council Size Working Group

Issues Paper

April 2015

TABLE OF CONTENTS

Pages INTRODUCTION: 1 - 3 Is there a need to review the size of the JCU Council?

Purpose of the Issues Paper

Submissions

Staff Forum

Report to Council

SUMMARY OF THE CONSULTATION QUESTIONS 4 ISSUES FOR CONSIDERATION:

1. Size 5 - 7

2. Structure 8 - 9

3. Composition 10 - 12

4. Appointment Processes 13 – 14

APPENDICES: 1. Functions of the James Cook University 15

2. James Cook University Council - Statement of Primary Responsibilities 16

3. Membership of the Council Working Group, Review Process and Timetable 17

4. National Comparison of Council Sizes – Years 1990, 1995, 2000 & 2015 18

5. Summary Statistics of Board Size across Countries in 2010 19

6. Voluntary Code of Best Practice for the Governance of Australian Universities 20

7. Association of Australian University Secretaries - Survey on Council Membership -

April 2015

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8. Australian and International Trends in University Governing Body Size 25

9. Association of Australian University Secretaries Benchmarking – Australian

University Council Committee Structures - 2013

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10. Developments in Governance Arrangements at Australian Universities 2003 - 2015 30

11. Association of Australian University Secretaries - Australian Public and Private

Universities – Governing Body Size, Structure and Composition Data - April 2015

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REFERENCES CITED 36

INTRODUCTION

The Council is the governing body of the James Cook University, a statutory body established under the James Cook University Act 1997, and it may do anything necessary or convenient to be done for, or in connection with, its functions (refer Appendix 1), including the power to appoint the University’s staff and to manage and control the university’s affairs, property and finances. The Council has previously adopted a Statement of Primary Responsibilties (refer Appendix 2). An effective Council is one that practices good governance, facilitates the proper discharge of the duties imposed by law on its members and adds value in a way that is appropriate to the particular university’s circumstances. The Council has overseen significant growth in the University over the ten years between 2004 and 2014 as measured by the following key statistics: Area/Activity 2004 2014

Revenue 190 M 550 M Assets 430 M 1,020 M Students (Enrolments) 14395 22691 Campuses Townsville

Cairns Townsville Cairns Singapore

Is there a need to review the size of the JCU Council?

JCU is a major public institution of great strategic significance to the communities it serves. Consistent with our important role, and mindful of the need to respond to changes across the sector, it is appropriate to consider from time to time the need for a review of the Council’s size, structure and composition to ensure arrangements best serve our communities through best practice governance. In this regard the Council, at its Workshop held on 11 April 2015, received a paper, prepared by the Secretary to Council, recommending to Council that a review be undertaken, by a Working Group, of the size, structure, composition and appointment processes of the JCU Council for the following reasons:

- Currency - the existing JCU Council had not reviewed its size, structure, composition or appointment processes since 2004 at which time the Council was required to reduce its size from 25 to 22 in order to comply with the maximum number prescribed under the Commonwealth Government’s National Governance Protocols. Since that time there has been much change in focus at State and Commonwealth levels in Australia and also internationally in terms of the size, structure and composition of governing bodies in higher education institutions and therefore such a review was considered long overdue

- Continuous improvement – as part of the University’s commitment to continuous. improvement, such high level strategic reviews should be undertaken every 5 years.

- Fitness for purpose – the Council should ensure that its size, structure and composition of

skilled and experienced members and appointment processes are appropriate and enable it to effectively discharge its statutory responsibility of doing anything necessary or convenient to be done for, or in connection with, its functions and in carrying out its primary responsibilities

- A University of the Future – the Council recently reviewed the current key settings of the

University and one aspect of that review was a consideration of whether the James Cook University Act 1997, which sets out the Council membership, enables the University to achieve its strategic intent.

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- Contemporary governance practice – it is considered important that JCU does not lose sight of good governance practice and keeps pace with trends and developments both nationally and internationally, in the Higher Education sector and beyond.

The JCU Council agreed that 2015 presented an excellent opportunity for the Council to review its size, structure, composition and appointment processes in light of the above and with a 5 to 10 year outlook. A Working Group was established, the composition and membership of which can be found in Appendix 3. The Working Group subsequently determined a process and timetable for the review which is also set out in Appendix 3. Included in that process, was the development and distribution of an Issues Paper containing a summary of the required evaluation and analysis, issues or questions for feedback, and if appropriate, preliminary conclusions and or recommendations about the issues listed in this paper. In addition, it was agreed that a Forum be conducted in order to receive feedback from key consultation groups, including staff, students and alumni, considered to have a keen and vested interest in the future governance arrangements of the James Cook University. Written submissions would also be invited from such individuals, separate to any participation in the Forum. Purpose of the Issues Paper The purpose of this Issues Paper is to identify issues that should be considered during the consultation process raised in the analysis and evaluation of the size, structure, composition and appointment processes of the JCU Council. The Working Group seeks to generate informed debate and enable it to be properly informed when reporting back to the Council on recommendations for any changes to the size, structure, composition and appointment processes of the Council. Submissions

Comments in response to the questions posed in this Issues Paper are now invited and any submission received will be considered by the Working Group, together with feedback received at the community Forum. Responses are sought by close of business, Tuesday, 5 May 2015 and should be submitted to Sue Foster, by email – gsu@jcu.edu.au – or delivered/posted to: Sue Foster Governance Officer University Secretariat Room 112, Building DA001 James Cook University, Townsville Qld 4811 JCU Community Engagement - Forums The Working Group has determined that an initial Forum and a follow up Forum will be conducted. The initial Forum is being held to engage with the wider JCU community on the issues identified by the Working Group in the attached paper together with any significant issues raised in written submissions received to that point. The Forum will also assist the Working Group in the formulation of a report to be taken back to the JCU Council at its 14 May 2015 Meeting. Following consultation with the JCU Council, a second Forum will be conducted in May/June to discuss possible options for a new model for the size, structure, composition and appointment processes for the JCU Council. From there, a final paper with recommendations from the Working Group will be presented to the July Meeting of the JCU Council. The initial Forum has been scheduled for Wednesday, 6 May 2015 from 1pm in Townsville in Room 010 (Education Central) and video-linked to Cairns in Room A3.2 (Crowther Theatre) and Singapore at 11am in room A301 (JCU Singapore Boardroom). The Forum will be facilitated by the Chair of the Working Group, the Hon.Peter Lindsay, Deputy Chancellor, James Cook University.

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All staff, students and members of the JCU Alumni (including convocation) are encouraged to participate in the Forum regardless of whether or not they make a written submission in response to this Issues Paper. Report to Council

The Working Group will provide a report back to Council after each Forum is conducted and is expected to make final recommendations to the Council’s 14 July 2015 Meeting. A summary of responses from submissions to the Issues Papers and feedback from each Forum will be included in the reports to Council.

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SUMMARY OF THE CONSULTATION QUESTIONS 1. Size 1.1 How many members should Council have? 2. Structure

2.1 What categories of membership should Council have? 2.2 Irrespective of size, which membership categories are critical to be retained as part of the

membership of the Council? 2.3 What Committees of Council should there be? 3. Composition

3.1 What should be the numbers in each membership category? 3.2 What key areas of skill/experience/expertise should be used by the Council in making or

recommending appointments of members? 3.3 Would it be worthwhile having a category of non-voting Council members who may

nevertheless contribute to Council deliberations? 4. Appointment Processes

4.1 How should members become a member of the Council? 4.2 How should members be removed as a member of the Council?

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ISSUES FOR CONSIDERATION 1. SIZE

Question for consideration Is the Council of a size that enables it to have the necessary knowledge skills and experience while also enabling it to discharge its responsibilities effectively?

Over the last 25 years, and more so in recent years, Universities have been reducing the size of their governing bodies as part of a wider move towards modernising their governance to reflect contemporary practice (refer Appendix 4 for comparison of Australian University Councils/ Senate sizes from 1990-2015).

The Council should be structured in such a way that it: • has a proper understanding of, and competence to deal with, the current and emerging issues of the university; • exercises independent judgement; • encourages enhanced performance of the University and; • can effectively review and challenge the performance of management. While considering the particular requirements of University governance, it is useful to reflect on corporate governance benchmarks in Australia, Europe and the United States.

Findings of the ASX 200 Snapshot Report 20121 revealed that:

The average size of ASX 200 company boards remained fairly consistent over the four years to 2011 (7.35 individuals in 2008 and 7.15 in 2011), while larger companies (by market capitalisation) tended to have larger boards.

Ninety-eight per cent of companies had a majority (>50 per cent) of non-executive directors on their boards as at 30 June 2011.

The proportion of companies with no board roles held by female directors decreased from 51.53 per cent to 38.24 per cent as at 30 June 2011.

Of the 170 companies sampled, all had an audit committee, 97 per cent had a remuneration committee and 82 per cent had a nomination committee.

A 2012 Review of Corporate boards in Europe: size, independence and gender diversity2 showed that board size in Europe has declined significantly, from on average 11.4 in 2000 to 8.6 in 2010. In the US, as in Europe, board size has been declining, from 9.8 in 2000 to 8.4 in 2010. The table in Appendix 5 shows summary statistics of board size (the number of directors on the board) across countries in 2010. The Australian Institute of Company Directors (AICD) Good Governance Principles and Guidance for NFP Organisations3 reports that the size of a board is a factor that can influence its effectiveness. The constitutions of Not for Profits (NFPs) often specify a maximum or actual board size. Some constitutions provide for relatively large boards (e.g. ten or twelve directors), commonly with the intention that the board is “representative” of its membership (e.g. geographical representation for federated structures), the community the NFP serves.

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According to the AICD, the size of a board can influence its effectiveness. Principle 2 identifies that a bigger board does not necessarily perform better than a smaller board. In particular, they report that a larger board may be more unwieldy and difficult to control and that is likely to diminish the effectiveness of governance.

Common characteristics of large and small boards

Research reported in a 2007 BoardSource Publication4 established a list of common characteristics of large and small boards, appearing in bold below, which have been expanded upon to relate to the higher education environment insofar as it impacts on JCU, a regional university in Australia:

Pros:

A larger size provides enough people to more easily manage the work load of the board.

More perspectives are represented

Increased range of skills, expertise and experience. Managed well, offers the opportunity to forge a powerful consensus.

Cons:

Bigger boards may not be able to engage every board member in a meaningful activity

Urgent or Special meetings are likely to be more difficult to schedule.

There is a tendency to form cliques and core groups, thus undermining teamwork. There is a danger of loss of individual accountability.

It may be difficult to create opportunities for interactive discussions. Large boards may experience free-riders

Small boards

Pros:

Communication and interaction is easier.

Potential satisfaction from service can be greater due to constant and meaningful

involvement.

Decisions may be made more expeditiously

Cons:

Heavy work load may create burnout (especially shared among fewer members). Important opinions or points of view might not be represented.

Reduced range of skills, expertise and experience. Risk of fewer checks and balances. May be more inclined to group think.

The Existing Position at JCU

The size of the Council at James Cook University is fixed at 22. When the National Governance Protocols came into effect in 2005, every Australian University gave consideration to the size of their governing body with the only restriction being that the total number could not exceed 22. The Queensland Government imposed no further conditions on the total number and nor was there any direction given in terms of establishing a range in which the total number could fall within. The JCU Council after consideration of a number of options decided to reduce its total membership from 25 to the maximum of 22. This was achieved by the removal of three ex officio positions.

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Relevant Information The Voluntary Code of Best Practice for the Governance of Australian Universities (the Code) (refer Appendix 6) prescribes in clause 7, that the governing body should have a maximum number of 22 members. As can be seen from the attached Association of Australian University Secretaries (AAUS) analysis in Appendix 7 JCU Council’s total membership can be compared as follows:

- Along with three other Universities, it is the highest in the country - Along with two other Universities in Queensland, it is the highest in the State - It exceeds the Queensland average of 17.6 - It exceeds the National average of 16.6

With reference to the previous referred to comparison of governing body sizes in 1990,1995, 2000 and 2015 (refer Appendix 4), the average of the total memberships has decreased over that period from 27 to 16.6. Even when comparing the average of the total memberships of the original 26 Universities in existence in 1990 to 2015 a decrease (27 to 22.3) remains evident. In recent years, both the Victorian and New South Wales Governments have introduced legislation that provides greater flexibility to Universities to allow them to establish and maintain governing bodies of a size that best suits the individual institution within a prescribed range. The JCU Act does not currently prescribe a range of total membership. On the international stage, as noted in the attached Australian and International Trends in University Governing Body Size summary (refer Appendix 8) a recent (2012) review of the governance of Irish universities has recommended a range of 10-20 for the membership of university governing bodies and in New Zealand a review in 2015 of university governance has resulted in a Bill being introduced into Parliament which recommends a reduction in the range of governing body memberships from 12-20 down to 8-12. A number of trends appear to be emerging:

- A trend away from large governing bodies - A trend toward providing universities with the flexibility of a range within which the

governing body can choose to settle on or change to suit its particular circumstances rather than prescribing an inflexible fixed total membership number.

As an indicative guide for the purposes of considering a particular size of a Council, the Council Working Group have suggested the following classifications for the size of a Council:

- Small Council (total membership size 10-13) - Medium Council (total membership size 14-18) - Large Council (total membership size 19-22)

In considering the appropriate size for the JCU Council, should its size be reduced significantly this would affect its ability to populate its Committee membership based on the existing Committee structure and to meet the external majority requirement without either overloading external members on the Council or significantly increasing coopted membership on those Committees. An alternative model would see a smaller Council supported by fewer Committees of Council replaced by a new advisory committee structure. Consultation Questions: 1. Size

1.1 How many members should Council have?

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2. STRUCTURE

The AICD’s Good Governance Principles and Guidance for NFP Organisations3; Principle 6 - Board Effectiveness) the AICD challenges NFPs, subject to their purpose, size and constitution, to consider the appropriate governance structure for their board to meet their specific needs. For example, whether the NFP would benefit from having a two-tiered governance structure – with a board of suitably experienced directors being the fiduciary board responsible for governance (satisfying all relevant legal and compliance requirements) and an additional panel of sector/subject matter/industry specialists taking on an advisory role to the board (or to the CEO) and allowing those individuals to offer their expertise without being concerned about taking on a directors’ formal duties and responsibilities.

The Existing Position at JCU

The structure of the Council of James Cook University is prescribed under the JCU Act. The Council membership consists of ex officio, appointed, elected and additional members.

Ex Officio Members This category of members includes the Chancellor, the Vice Chancellor and the Chairperson of Academic Board. Appointed Members This category of members includes the members appointed by the Governor-in-Council. In modern day terms this membership category would be described as Government appointments.

Elected Members This category of members includes the members elected by the special interest groups prescribed under the JCU Act, namely: - Academic staff (defined under the JCU Act to include the Teaching and Research staff but

excluding casual Research Assistants); and - General staff (defined under the JCU Act as the Professional and Technical staff and

excluding Academic staff); - Students (including Undergraduate and Postgraduate); and - Convocation

Additional Members This category of members includes the member who is appointed by the Council. In modern day terms this membership category would be described as a Governing Body appiontment.

Delegation of Governance Responsibilities/Authority The JCU Act authorises the Council to delegate its powers under the Act, with some exceptions, to an appropriately constituted Committee (refer Section 11(1)(b) and (2)). In this regard the, Council has established the following Committees of Council with significant delegated authority: - Academic Board - Finance Committee - Audit Committee - Human Resources Committee - Health, Safety and Environment Committee - Futures Committee - Estate Board

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In 2013, the AAUS conducted a benchmarking survey of University Governing Body Committee structures involving 37 Universities (refer Appendix 9). As can be seen from this survey:

97% (36/37) maintained an Academic Board 95% (35/37) maintained a Finance Committee 95% (35/37) maintained an Audit Committee 68% (25/37) maintained a Human Resources/Remuneration Committee 13% (5/37 incl. JCU) maintained a Health and Safety Committee 11% (4/37) maintained a Strategy Committee 38% (14/37) maintained an Estates/Infrastructure Committee

Following a significant reduction in the size and structure at RMIT, the Council decided to disestablish the majority of its Committees as a large proportion of its Council membership was required to populate each Committee’s membership. The end result was a reduction of Committees of Council to an equivalent level of a listed corporation. Relevant Information The Code recognises that the positions/roles of Chancellor, Vice Chancellor and the Presiding Member of the Academic Board exist as ex officio positions. The Code further recognises appointed and elected categories of membership but stipulates how the member should be so appointed or elected as discussed in Part 3 of this paper (refer Clause 3 of the Code). It should be noted that when the Victorian Government introduced legislation to remove the ‘elected members’ category, some Universities chose to include in their Governing Body appointments the requirement for a minimum number of previously elected staff, students or graduates or simply sought to include such an appointment without prescribing it as a requirement under their Act. Recently the newly elected Victorian Government has announced it will introduce legislation later in 2015 to restore the elected membership category (student and staff) to the Governing Bodies of Victorian Universities which had been removed by the previous Government. A number of trends appear to be emerging:

- A trend away from representational membership on governing bodies - A trend toward changing membership totals that best suit the particular circumstances of

the university Consultation Questions: 2. Structure

2.1 What categories of membership should Council have? 2.2 Irrespective of size, which membership categories are critical to be retained as part of the

membership of the Council? 2.3 What Committees of Council should there be?

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3. COMPOSITION

To be effective the Council needs the right group of people, with an appropriate mix of skills, knowledge and experience that fits with JCU’s strategic intent.

A Council which has an appropriate and diverse mix of skills and experience will be less likely to engage in “group think” or to have “blind spots” and they will be better equipped to deliver value and respond to challenges that may arise. The issue then becomes, what is the optimal level of “diversity” for the Council?

The Council will likely choose to have various stakeholder groups on the board. This promotes an appropriate diversity of views. However, individual directors must not regard themselves only as representatives of a particular group. The Working Group has initially rated these factors in relation to Council membership: Factor Importance Skills Critical Experience and expertise Very important – linked to skills – strong

university experience needed Representation - student - staff - academic Preferable, depending on numbers Convocation Not necessary Government appointed (GiC) Low importance Council appointed (additional) High. Council to appoint balance of members The need for a majority of independent members Highly Preferable but mandated in Code Mix of ex-officio appointed or elected members A mix is highly desirable The Existing Position at JCU

The composition of the Council of James Cook University under the membership categories identified above, as prescribed under the JCU Act, is as follows: - Ex Officio Members (3) - Appointed Members(8) - Elected Members

• Academic staff (3) • General staff (2); • Students (3); and • Convocation (2)

- Additional Members (1) Currently there is a majority (12 of 22) of external independent members who are neither enrolled as a student nor employed by the University. This majority is achieved through the following: - Chancellor - Governor-in-Council Appointments (8) - Convocation (2) - Additional (1)

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In preparing an overall assessment of the Council's existing skills and areas of expertise for the purpose of making recommendations on nominations for Governor-in-Council appointment or for Additional Member appointment, the JCU Human Resources Committee considers the following areas:

a. academic b. administration c. audit d. business/professional sector expertise (including tourism, mining, maritime, medicine,

accounting, civil engineering) e. ceremonial f. committee functions g. community service h. corporate/board or executive directorship or management, commercial experience (large

organisation) i. cultural heritage j. education k. environment l. finance m. governance n. government/public administration o. human resources p. indigenous q. ICT/communications r. legal s. marketing and public relations t. physical resources u. primary industry v. research w. risk management x. strategic y. student

Relevant Information The Code requires that there should be a majority of external independent members who are neither enrolled as a student nor employed by the University.

The Code also requires that “there should be at least two members having financial expertise (unless the size of the governing body is limited to 10 where one will suffice) and at least one member with commercial expertise. The AICD’s Good Governance Principles and Guidance for NFP Organisations3: Principle 2 - Board Composition, states that “To be effective a board needs the right group of people, with an appropriate mix of skills, knowledge and experience (e.g. professional backgrounds, industry experience, philanthropic support) that fits with the organisation’s objectives and strategic goals”. The State Government has insisted, since the inception of the University, that the Government appointed membership category must constitute at least one third of the total membership number of the Council. Currently, this means that there are 8 appointed members on the JCU Council. In the summary of Developments in Governance Arrangements at Australian Universities 2003-2015 in Appendix 10, it is noted that the former Queensland State Government had developed a number of proposals concerning governance arrangements for University Governing Bodies including the following: o The number of Governor-in-Council appointments required - One Governor- in-Council

appointment must be retained to comply with the Financial Accountability Act 2009 requirements for statutory bodies.

o Removing requirements for elected members and enabling universities to determine the number of members appointed by universities - The power to appoint governing body members

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will be subject to the requirement that the governing body must have a majority of independent members, that is, members who are not staff or students at the university.

o Universities would be able to determine their own processes for appointment of members that meet their needs, including elections.

o Requiring members appointed to university governing bodies to meet certain requirements in line with the Code (e.g. particular professional qualifications or expertise).

o Allowing (not requiring) universities to remunerate members of governing bodies to assist with attracting and retaining members with the right qualifications and expertise.

It may be interesting to note that when the Victorian Government introduced legislation to remove the ‘elected members’ category, some Universities chose to include in their Governing Body appointments the requirement for the “appointment” of a minimum number of previously “elected” staff, students or graduates or simply sought to include such appointments without prescribing them as a requirement under their relevant enabling legislation. However, in the case of the University of Melbourne the elected positions, namely 3 elected staff and 2 elected students, do not have voting rights. The State Government's Queensland Plan pays attention to Australian Aboriginal and Torres Strait Islander peoples engagement and advancement. Consistent with this would be the engagement of candidates of merit from the Australian Aboriginal and Torres Strait Islander community in governance roles. The JCU Council, at its 3 September 2014 meeting, also considered and endorsed the University’s Australian Aboriginal and Torres Strait Islander Strategic Action Plan which includes an action that recognizes the need to extend representation of Australian Aboriginal and Torres Strait Islander peoples on the University’s Governance Committees by 2015. The Commonwealth Government’s developed strategies to increase the number of Australian Aboriginal and Torres Strait Islander people represented in the highest level governance structures (Refer recommendation 32 in the Commonwealth Government’s Review of Higher Education Access and Outcomes for Aboriginal and Torres Strait Islander Peoples, July 2012 at: http://www.industry.gov.au/highereducation/IndigenousHigherEducation/ReviewOfIndigenousHigherEducation/Documents/FactSheets/UniversityCultureAndGovernance.pdf, and the Guiding Principle: Indigenous people should be actively involved in university governance and management, found in the Australian Universities National Best Practice Framework for Indigenous Cultural Competency in Australian Universities, October 2011). Other matters for consideration arising from the Working Group’s initial discussions:

(a) Really critical skills are finance/accounting/auditing, legal, governance. (b) Corporate/commercial and management experience next most important (refer

requirements of the Code as stated above) (c) Other professional backgrounds were seen as useful such as HR, Estates, ICT and

Marketing (d) Should not close our minds to excellent people from outside our footprint (e) Desirable for at least one appointee from each of JCU’s three tropical City regions (f) Should be a Council of skills-based members, not representative members (g) Need to recognise the opportunity to utilize the skills and knowledge of Indigenous

Australians

Consultation Questions: 3. Composition

3.1 What should be the numbers in each membership category? 3.2 What key areas of skill/experience/expertise should be used by the Council in making or

recommending appointments of members? 3.3 Would it be worthwhile having a category of non-voting Council members who may

nevertheless contribute to Council deliberations?

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4. APPOINTMENT PROCESSES Apart from members of Council who are not elected or GIC appointments, the Code outlines a procedure where the responsibility for proposing nominations for membership on the Council may be delegated to a nominations committee that the Chancellor would ordinarily chair.

Members so appointed should be selected on the basis of their ability to contribute to the effective working of the governing body by having the needed skills, knowledge and experience, an appreciation of the values of the University and its core activities of teaching and research, its independence and academic freedom and the capacity to appreciate what the university’s external community needs from it

The Existing Position at JCU

The method of appointment that applies to each of the membership categories identified above, as prescribed under the JCU Act, is as follows:

Ex Officio Members • Chancellor (Section 30) “The Council must elect a Chancellor” and “the person elected need not be a member”, but

“must not be a student or a member of the University’s academic staff or general staff”. • Vice Chancellor (Section 32) “The Council must appoint a Vice Chancellor”. • Chairperson of Academic Board (Section 40A) “The Council must decide who is the Chairperson”. Appointed Members (Section 14) “The Governor-in-Council is to appoint the appointed members”’ Elected Members (Section 15) • Academic staff “The elected member is to be elected by a ballot” at which “all the members of the

academic staff may vote”. • General staff “The elected member is to be elected by a ballot” at which “all the members of the general

staff may vote”. . • Students “The elected member is to be elected by a ballot” at which “all students may vote”. . • Convocation “The elected member is to be elected by a ballot” at which “all the members of the

convocation eligible under a University Statute may vote”. Additional Members (Section 16) “The Council must appoint the additional member” but “must not be a student or a member of the University’s academic staff or general staff”.

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Removal of Members A member ceases to be a member of the JCU Council where: • A vacancy in the office of an elected, appointed or additional member arises where—

(a) the member dies; or (b) for an elected or additional member—the member

i. ceases to be an eligible person for the entity that elected ii. or appointed the person; or

(c) the member is absent without the council’s leave and without reasonable excuse from every meeting of the Council in a period of 6 months; or

(d) the member becomes an official member; or (e) the member resigns from office by signed notice—

i. if the member is an appointed member—given to the Minister; or ii. if the member is an elected or additional member—given to the vice-

chancellor; or (f) the member is removed from office under section 26B; or (g) the member is disqualified from managing corporations under the Corporations Act,

part 2D.6; or (h) the member is convicted of an indictable offence, other than an offence in relation to

which the member’s office becomes vacant under paragraph (g) (sect 24 of the Act) • A member is removed from office under section 26B of the Act, where at least 15 members

of the Council are satisfied that the member has not complied with— (a) a section 26A(2) statutory duty; or (b) a conduct obligation.

In addition, the JCU Act also makes reference to the position of Deputy Chancellor. The Act prescribes under Section 31 that the Council must elect a member as Deputy Chancellor. Relevant Information

The Code and the Act both require that the maximum cumulative/continuous period to be served by a member shall not exceed 12 years without specific agreement by the majority of the Council (Clause 8 of the Code and section 23(2) of the Act respectively).

Other issues for consideration:

(a) Need to consider a rotation of members to preserve corporate knowledge and maintain continuity and experience through overlapping terms (refer clause 8 of the Code)

(b) Set a maximum period of continuous service – currently 12 years (c) Set a term of appointment for the Life of the Council for a period of less than 4 years?

Consultation Questions:

4. Appointment Processes

4.1 How should members become a member of the Council? 4.2 How should members be removed as a member of the Council?

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Appendix 1

FUNCTIONS OF THE JAMES COOK UNIVERSITY

Section 5 of the James Cook University Act 1997 determines that the University’s functions are:

a) to provide education at university standard; and

b) to provide facilities for study and research generally and, in particular, in subjects of special importance to the people of the tropics; and

c) to encourage study and research generally and, in particular, in subjects of special importance to the people of the tropics; and

d) to provide courses of study or instruction (at the levels of achievement the council considers appropriate) to meet the needs of the community; and

e) to confer higher education awards; and

ea) to disseminate knowledge and promote scholarship; and

eb) to provide facilities and resources for the wellbeing of the university’s staff, students and other persons undertaking courses at the university; and

f) to exploit commercially, for the university’s benefit, a facility or resource of the university, including, for example, study, research or knowledge, or the practical application of study, research or knowledge, belonging to the university, whether alone or with someone else; and

g) to perform other functions given to the university under this or another Act.

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Appendix 2

JAMES COOK UNIVERSITY COUNCIL

STATEMENT OF PRIMARY RESPONSIBILITIES* Consistent with the James Cook University Act 1997 and its function as the prime instrument of University governance, the Council of James Cook University has primary Responsibility for: (a) appointing the vice-chancellor as the chief executive officer of the University, and monitoring his/her performance; (b) approving the mission and strategic direction of the University, as well as the annual budget and business plan; (c) overseeing and reviewing the management of the University and its performance; (d) establishing policy and procedural principles, consistent with legal requirements and community expectations; (e) approving and monitoring systems of control and accountability, including general overview of any Controlled Entities (as defined in sec. 50AA of the Corporations Act); (f) overseeing and monitoring the assessment and management of risk across the University, including commercial undertakings; (g) overseeing and monitoring the academic activities of the University; (h) approving significant commercial activities of the University. *Adopted by the Council of James Cook University at its Meeting (04/04) on 24 June 2004.

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Appendix 3

MEMBERSHIP OF THE COUNCIL WORKING GROUP, REVIEW PROCESS AND TIMETABLE

Membership of the Council Working Group

Deputy Chancellor, The Hon. Peter Lindsay (Chair) Professor Sandra Harding - Vice Chancellor Mr Cam Charlton – GiC appointee Mr Ernie Landy – Additional member Professor Peter Leggat – Elected Member – Academic Staff Ms Laura Walker – Elected Member – Student - Undergraduate Review Process and Timetable

TASK DATES and TIMES

Email to Working Group re planning arrangements

Tuesday, 14 April

Responses from Working Group members

Thursday, 16 April

Summary of responses to Working Group Monday, 20 April

Preparation of issues paper

Friday, 24 April

First meeting of Working Group to consider consultation paper

Monday, 27 April

Issue invitation to attend Forum or to provide submissions or both

Wednesday, 29 April

1st Forum conducted

Wednesday, 6 May (1pm) (TVE,CNS,SING)

Submissions due in response to issues paper

Tuesday, 5 May

Second meeting of Working Group

Thursday, 7 May (3.30pm)

Interim report issued to Council Friday, 8 May

Third meeting of Working Group to consider Council feedback

Mid May

Preparation of an options & (possibly) further issues paper

Late May to Early June

2nd Forum

Early-Late June (TVE, CNS, SING)

Final meeting of Working Group

Mid-Late June

Council Meeting Thursday, 9 July (CNS)

17

Appendix 4

NATIONAL COMPARISON OF COUNCIL SIZES – YEARS 1990, 1995, 2000 & 2015

1990 Total 1995 Total 2000 Total 2015 Total

Australian Catholic - 29 16 18 ANU 44 22 22 15 Bond - - - 10 Central QLD - 22 22 15 Charles Darwin 21 21 20 15 Charles Sturt 20 20 19 15 Curtin 18 20 21 17 Deakin 23 25 21 17 Edith Cowan - 21 21 21 Federation - 23 22 13 Flinders 35 34 21 21 Griffith 24 25 25 18 James Cook 34 35 26 22 La Trobe 33 35 21 13 Macquarie 19 19 19 19 Monash 43 39 21 15 Murdoch 25 25 25 19 QUT 22 22 22 22 RMIT - 34 22 10 Southern Cross - - - 15 Swinburne - 30 22 11 Uni Adelaide 35 35 21 21 Uni Canberra 17 22 21 15 Uni Melbourne 38 40 19 16 Uni New England 21 19 19 17 Uni NSW 21 21 21 15 Uni Newcastle 19 18 19 164 Uni of Notre Dame - - - 12 Uni QLD 36 36 34 22 Uni SA - 24 21 16 Uni Southern QLD - 21 22 14 Uni Sydney 22 22 21 22 Uni Tasmania 30 24 24 14 Uni Technology Syd 19 21 21 17 Uni Sunshine Coast - - - 18 Uni WA 25 26 22 21 Uni Western Syd 24 26 17 18 Uni Wollongong 21 18 18 19 Victoria - - - 13 Average - total

27

26

21.4

16.6

Average – total for original 26 universities in 1990

27

25.7

22

22.3

18

Appendix 5

SUMMARY STATISTICS OF BOARD SIZE ACROSS COUNTRIES IN 2010

Country Mean Std Dev Min. Max. N Austria 14.34 4.99 6 24 41 Belgium 9.46 3.57 5 23 65 Croatia 14.50 0.71 14 15 2 Cyprus 8.33 4.44 4 18 9 Czech Republic 17.67 3.79 15 22 3 Denmark 11.41 3.43 6 20 34 Finland 7.87 1.26 6 12 31 France 10.76 4.25 3 27 247 Germany 13.99 6.83 3 30 183 Greece 9.63 3.52 5 19 52 Hungary 15.50 9.19 9 22 2 Iceland 6.67 1.53 5 8 3 Ireland 8.51 3.37 3 21 73 Italy 12.72 5.39 4 34 97 Liechtenstein 9.00 2.83 7 11 2 Luxembourg 8.67 2.78 5 17 21 Netherlands 8.88 2.96 3 16 90 Norway 7.43 2.33 3 12 63 Poland 13.43 3.41 7 20 21 Portugal 13.00 6.38 6 26 28 Russia 13.04 5.51 7 27 23 Spain 12.49 3.64 5 24 71 Switzerland 9.12 4.10 4 28 101 Turkey 9.20 1.99 7 14 10 United Kingdom 6.50 2.56 2 25 1,326 United States 8.42 2.51 2 33 3,799 Legend: Std Dev = Standard Deviation of the Mean N = Sample Size

19

20

21

22

23

Appendix 7

ASSOCIATION OF AUSTRALIAN UNIVERSITY SECRETARIES SURVEY ON COUNCIL MEMBERSHIP – APRIL 2015

NSW – Average 17.3 Charles Sturt University: 15 Macquarie University: 19 Southern Cross University: 15 University of New England: 17 University of New South Wales: 15 University of Newcastle: 16 University of Sydney: 22 University of Technology, Sydney: 17 University of Western Sydney: 18 University of Wollongong: 19 Victoria – Average 13.6 Deakin University: 17 Federation University (formerly University of Ballarat): 14 La Trobe University: 13 Monash University: 15 RMIT University: 10 Swinburne University of Technology: 11 The University of Melbourne: 16 Victoria University : 13 South Australia – Average 19.3 Flinders University: 21 The University of Adelaide: 21 University of South Australia: 16 National / ACT – Average 16 Australian Catholic University: 18 The Australian National University: 15 University of Canberra: 15 Queensland – Average 17.6 Bond University: 10 Central Queensland University: 15 Griffith University: 18 James Cook University: 22 Queensland University of Technology: 22 The University of Queensland: 22 University of Southern Queensland: 14 University of the Sunshine Coast: 18 Western Australia Average: 18 Curtin University of Technology: 17 Edith Cowan University: 21 Murdoch University: 19 The University of Notre Dame Australia: 12 The University of Western Australia: 21 Tasmania Average: 14 University of Tasmania: 14 Northern Territory Average: 15 Charles Darwin University: 15

National Average 16.6 (648/39 = 16.6)

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Appendix 8

AUSTRALIAN AND INTERNATIONAL TRENDS IN UNIVERSITY GOVERNING BODY SIZE

Australia

Wood and Smith’s 19905 survey of 26 universities revealed that the average size of the governing bodies surveyed was 27, the minimum was 17 (University of Canberra) and the maximum was 44 (Australian National University). By 1995, there had been little change: the average size of the 26 governing bodies surveyed in 1990 was 26 (Meek and Wood 1997) 6. In 2000, the average size of the 26 governing bodies examined in 1990 had fallen to 22. The average size of all 34 governing bodies examined in 2000 was also 22. Of the 34 universities examined, the smallest governing body has 16 members (Australian Catholic University) and the largest body had 34 (University of Queensland) (University Governance: - A Mapping and Some Issues - LifeLong Learning Network National Conference 20007). Since that time the summary position on the Australian scene was captured in a 2015 survey by the Association of Australian University Secretaries of Australian Universities. Two documents arose out of the survey – the first shows the total size of each Council listed by State, together with a State and national average (refer Appendix 7), while the second shows the size, structure and composition of governing bodies of Australian universities (Appendix 10). The survey show that the average size of all 39 Australian university governing bodies examined in 2015 was 16.6. The average size of the 26 governing bodies examined in 1990 had fallen to 22.3 by 2015. In Queensland, the average size is 17.6. It is clear from both documents that the size of JCU’s governing body is at the larger end of the scale and sits on the maximum number permitted by the Code and contrasts significantly from contemporary developments in NSW, Victoria and Tasmania. In undertaking a review of its size, structure, composition and appointment processes, the following questions about the JCU Council were suggested to the April Workshop of the Council: a) What should be the minimum and maximum size of the Council

[must not exceed the maximum of 22 that is prescribed under the Code] b) What categories of membership should exist

[must provide for an ex-officio member category including the positions of Chancellor, Vice Chancellor and Chairperson of the Academic Board (if applicable) that are prescribed under the Code]

c) What should be the minimum and maximum numbers of members in each category identified in b) above [must be a majority of external members on the Council as prescribed under the Code]

d) What skills/experience requirements will be imposed on members [must ensure that at least two members have financial expertise and one member has commercial expertise as prescribed under the Code]

e) What method/s should be used to enable a member to become a member or to be removed as a member

f) What terms of office should each category be appointed/elected for g) What maximum continuous period of service as a member of the Council should be permitted

without Council approval [must not exceed 12 years as prescribed under the Code]

In other countries there has also been recognition of and some progress toward a reduction in size of governing bodies.

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United Kingdom In 1997, the Higher Education in the Learning Society Review (the Dearing Report8), viewed as a landmark document in the UK, canvassed the issue of ‘what was the appropriate membership of a governing body and formed the following views among others: - the quality of membership of the governing body is crucial - legitimate institutional governance requires that members of the governing body are

appointed on the basis of merit, taking account of any necessary balance of expertise and interests and the institution's requirements.

- the presence and role of lay members in governing bodies is valuable and indeed could be more utilised by institutions themselves.

- best practice in appointing members of governing bodies is to select on the basis of merit and skills subject to the need to achieve a balance of relevant skills and backgrounds on the board and should not be determined by external appointments or offices held, but on the expertise and capacity of the individual.

- effective governing bodies will have a majority of lay members. - governing bodies will also want to ensure a balance of new and more experienced members. - effective governing bodies will also, to have legitimacy, include as full members some who

are drawn from the students and staff of the institution. - governance needs to be vested in a body whose size is conducive to effective decision-

making. We do not believe that, over the next 20 years, very large governing bodies above the range of 12 to 25 members prescribed in the Further and Higher Education Act 1992, will be conducive to the proper exercise of individual and collective responsibility, to individual liability or to institutional effectiveness.

In 2009, the Committee of University Chairs (CUC) produced the latest Guide for Members9 of Higher Education Governing Bodies in the UK incorporating the voluntary Governance Code of Practice and General Principles and relevantly stated that: Structure and Processes - there should be a balance of skills and experience among members sufficient to enable the

governing body to meet its primary responsibilities and to ensure stakeholder confidence.

- a governing body of no more than 25 members represents a benchmark of good practice. - the governing body shall have a majority of independent members, defined as both external

and independent of the institution.

- appointments shall be managed by a nominations committee, normally chaired by the chair of the governing body. To ensure rigorous and transparent procedures, the nominations committee shall prepare written descriptions of the role and the capabilities desirable in a new member, based on a full evaluation of the balance of skills and experience of the governing body.

University of Oxford

It was proposed to change the composition of Council to fifteen members, chaired by a lay member of Council, and consisting of a further seven lay members (who will nevertheless become members of Congregation) and seven internal members (who are members of Congregation) amongst whom will be included the Vice-Chancellor and Chair of Conference of Colleges ex officio. (White Paper on University Governance, 200610) Scotland

In recent years, in response to the Committee of Scottish Chairs’ Scottish Code of Good HE Governance11, Scottish universities’ governing bodies have reduced in size as part of a wider move towards modernising governance and meeting the standards of best practice as specified by the CUC Guidelines and the recommendations of the 1997 Dearing Report. Contemporary Boards are moving away from representational memberships toward skills and experienced based memberships and thereby doing away with or significantly reducing the number of elected positions on the governing bodies.

26

The extent of authority delegated to Committees of the Council and responsible officers means that concerns about obtaining representational input into decision making should be more of a focus at the Board/Committee and Sub-committee level. Ireland

The Irish Universities Association (IUA) - University Governance Report to the Minister for Education and Skills – 201212 identified two international trends.

The first trend is away from very large bodies (with forty members considered to be large in this context). The second trend is a move away from highly representational (as opposed to representative) boards. In summary, these trends reflect the following concerns: - the difficulties in effective deliberation and decision making arising from large boards; - the danger that a representational assembly will militate against collective and collegial

decision making and may not result in the full mix of desired competencies being available; and - the desire to ensure that the balance between internal and external oversight of the institution

is optimised. The IUA recommended that boards should be smaller which were less representational in character. The IUA believe that the minimum size of Governing Authorities should be primarily dictated by consideration of the competencies required to effectively govern the institution. However, consistent with the movement towards smaller Authorities, it recommended that the number of members should be in the range of 10 to 20 and that this range should be provided for in statute rather than a specific number. This should continue to be supplemented by committees as is currently provided for. With regard to the balance between external and internal members, IUA recommended that this should be in favour of a majority of external members and that the quorum for meetings of an Authority should also require a majority of external members. New Zealand

The Education Amendment Bill #2 passed its third reading in the House on 10 February 2015. The key provisions with regard to University Councils as set out in the New Zealand Tertiary Education Commission’s Guidance Notes13 are: - no more than 8-12 members (down from 12-20); - four members appointed by the Minister; - at least one member must be Māori (method of appointment not specified); - representative requirements removed; - relevant knowledge, skills and experience are the most important factors in selecting council

members – for both Ministerial appointments and council appointments - duties and accountabilities of individual council members are clearly set out - greater flexibility in terms of office, which changes to up to four years; - the same flexibility applies when a member replaces another who leaves office before the end

of their term; and - the new arrangements are to come into effect no later than 1 July 2016.

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28

29

Appendix 10

DEVELOPMENTS IN GOVERNANCE ARRANGEMENTS AT AUSTRALIAN UNIVERSITIES 2003 - 2015

The Commonwealth government and State governments have over the last 12 years, starting with the NGPs, have implemented significant and far-reaching changes to university governance arrangements including: In 2003, the Commonwealth Government tied annual grant funding increases (7.5%) to

universities’ compliance with a set of National Governance Protocols, forcing State and Territory governments to amend university enabling Acts under their control, including their governance arrangements and founding objects or risk the loss of funding to their respective universities. The NGPs imposed a maximum size on governing bodies of 22. The NGPs were removed in 2008 with the Higher Education Support Amendment (Removal of the Higher Education Workplace Relations Requirements and National Governance Protocols Requirements and Other Matters) Act 2008 [Assented to 20 September 2008].

In 2009, the NSW Legislative Council undertook an inquiry into the Governance of NSW Universities. Although it supported the representation of staff, students and alumni on governing bodies and acknowledged that such members play a unique role by representing the views of university stakeholders, universities were allowed to exercise some flexibility in determining the optimum size, of between 11 and 22, of their governing bodies under the Universities Governing Bodies Act 2011 (NSW).

In 2010, Universities Australia was tasked by the Joint Committee on Higher Education with developing a voluntary code of best practice governance to replace the existing National Government Protocols for Higher Education Providers. The task was carried out by a joint working-party chaired by University of Western Sydney Chancellor, Mr John Phillips. Both Universities Australia and the University Chancellors Council gave their endorsement to the voluntary code at meetings during 2010. The code was subsequently approved and endorsed by the Ministerial Council for Tertiary Education and Employment in July 2011. The final document, the Code, adopted the spirit and intent and the majority of the NGP requirements including the prescribed maximum size of governing bodies of 22 (clause 7).

In 2012, the Victorian government introduced the Education Legislation Amendment

Governance Act. This legislation removed elected staff and student positions on University Councils in Victoria, prescribes a minimum of 11 and a maximum of 21 and allows for a university to request further changes to reduce its size and composition.

Also in 2012, the Tasmanian government introduced amendments to the University of Tasmania Act 1992 that changed the size and composition of that University Council. The legislation introduced a maximum size of 14 members and a flexibility of between 10 and 14 members by reducing the number of persons appointed by the Minister from 4 members to 2 (one of whom must be a graduate) reducing the number of academic staff elected by the academic staff from 3 members to 1 member, reduced the number of students appointed by the Council from 2 members to 1 member, and increased the number of persons appointed by the Council from 4 members to the new limitation of ‘up to 6 members’ (one of whom must be a graduate).

In September 2013, the Queensland Minister for Education, Training and Employment

announced that a review would be undertaken by the Department of the nine State Acts that relate to Queensland’s universities (the Acts). The review was commissioned in the context of the Commonwealth TEQSA Act 2011 and in response to requests from Queensland universities for exemptions under the Acts as well as the State Government’s commitment to reducing the burden and duplication of regulation for sectors, businesses and industry in Queensland. In December 2014, just prior to the State Election being called and the review being placed on hold, the Minister updated the Queensland universities on progress made with the review and specifically a number of proposals concerning governance arrangements for university governing bodies:

30

o The number of Governor in Council appointments required - One Governor- in-Council

appointment must be retained to comply with the Financial Accountability Act 2009 requirements for statutory bodies.

o Removing requirements for elected members and enabling universities to determine the

number of members appointed by universities - The power to appoint governing body members will be subject to the requirement that the governing body must have a majority of independent members, that is, members who are not staff or students at the university.

o Universities would be able to determine their own processes for appointment of members

that meet their needs, including elections.

o Requiring members appointed to university governing bodies to meet certain requirements in line with the Code (e.g. particular professional qualifications or expertise).

o Allowing (not requiring) universities to remunerate members of governing bodies to assist

with attracting and retaining members with the right qualifications and expertise.

• In late 2014, the Commonwealth Minister for Education initiated a review of the ANU Act per se,

which will include a review of the governance arrangements contained within the Act. Process is still under review but an expected change in the size (currently 15), structure and composition will be a feature of the new Act and any changes are expected to come into effect in 2016.

In April 2015, the newly elected Victorian Government announced that they would be restoring

elected staff and student representatives to their University Councils under legislation expected to be introduced in the second half of 2015. At this stage indications are that all Victorian Universities will be required to appoint 1 elected staff and 1 student representative (The Australian – 22 April 2015). However, in a recent statement, the Victorian Vice Chancellors Committee said any new legislation would need to address concerns that elected representatives faced a potential conflict of interest in acting on councils while being beholden to those who elected them. The VVCC also said that “While there are a range of views within the VVCC, all universities would agree that further state government intervention in this area is unnecessary and undesirable,” and that “All Victorian universities have found ways to ensure appropriate representation of student and staff views within the existing system,”

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Appendix 11 ASSOCIATION OF AUSTRALIAN UNIVERSITY SECRETARIES

AUSTRALIAN PUBLIC AND PRIVATE UNIVERSITIES – GOVERNING BODY SIZE, STRUCTURE AND COMPOSITION DATA – APRIL 2015

University No of membersi

Ex officioii

Govt appointees

iii

Governing body

appointeesiv

Elected staff Elected students

Elected Alumni

Term of officev

Australian Catholic University

18 3 0 10 3 academic 1 general

1 0 3 years

Australian National University

15 2 7 0 3 academic 1 general

1 postgrad 1 undergrad

0 4 years (appointed) 2 years (elected) 1 year (student) Staggered terms

Bond University 10 10 Central Queensland University

15 3 5 4 (at least 2 graduates)

1 academic 1 general

1 0 4 years (students 2 years)

Charles Darwin University

15 3 8 0 1 academic 1 VET

academic

1 postgrad 1 undergrad

0 3 years Staggered terms appointed

members Charles Sturt University

15 3 2 4 (graduates) 3 (external)

1 academic 1 general

1 0 Variable - up to 4 years

Curtin University 17 2 7 3 2 academic 1 Acad Bd

1 professional

2 0 3 years Staggered terms

Deakin University 17 3 7 7 (including 1 staff member

and 1 student)

0 0 0 Up to 3 years Staggered terms

Edith Cowan University

21 2 7 5 2 academic 1

professional

2 2 3 years

Federation University* (formerly University of Ballarat)

13 3 5 5 0 0 0 Up to 3 years Staggered terms

32

University No of membersi

Ex officioii

Govt appointees

iii

Governing body

appointeesiv

Elected staff Elected students

Elected Alumni

Term of officev

Flinders University 21 3 0 11(includ 10 ext + 1

coopted)

2 academic 2 general

3 (1 postgrad, 1 undergrad elected + 1

student app’d by VC)

0 2-4 years Staggered terms

Griffith University 18 2 7 4 (at least 2 graduates)

2 academic 1 general

1 postgrad 1 undergrad

0 4 years (students 2 years)

James Cook University

22 3 8 1 3 academic 2 general

3 (1 postgrad, 1 undergrad)

2 4 years (students 2 years)

La Trobe University 13 3 5 5 0 0 0 Up to 3 years Staggered terms

Macquarie University

19 3 2 5 3 academic 1 non-

academic

1 4 4 years (appointed) 2 years (elected)

Staggered terms for appointed & elected

Monash University 15 3 6 6 0 0 0 Up to 3 years Staggered terms

Murdoch University 19 6 3 3 academic 1 non-

academic

2 2 (appointe

d not elected)

3 years (students 1 year) Staggered terms

Queensland University of Technology

22 3 8 2 3 academic 2

professional

2 2 4 years (students 2 years)

RMIT* 10 3 4 3 0 0 0 Up to 3 years Staggered terms

Southern Cross University

15 3 2 6 (at least 2 graduates)

2 academic 1 non-

academic

1 0 Variable Staggered terms

Swinburne University of Technology

11 3 4 4 0 0 0 Up to 3 years Staggered terms

University of Adelaide

21 3 0 8 2 academic 2 general

3 3 Up to 4 years (students 1 year) Staggered

terms

33

University No of membersi

Ex officioii

Govt appointees

iii

Governing body

appointeesiv

Elected staff Elected students

Elected Alumni

Term of officev

University of Canberra

15 3 8 0 1 academic 1 general

2 (1 postgrad, 1 undergrad)

0 3 years Staggered terms

University of Melbourne

16 3 4 4 1 professorial 1 academic

1 professional

(all non-voting)

2 (non-voting) 0 3 years Staggered terms

Staff and Student Council Fellows are

non-voting

University of New England

17 3 5 (6th appointee elected as Chanc’r)

2 2 academic 1 general

2 (1 postgrad, 1 undergrad)

2 4 years (elected staff and students 2 years)

University of New South Wales*

15 3 2 5 2 academic 1 non-

academic

2 (1 postgrad, 1 undergrad)

0 Variable Staggered terms

University of Newcastle

16 3 2 7 2 academic 1 non-

academic

1 0 Variable Staggered terms

University of Notre Dame

12 2 9 (10th appointee elected as Chanc’r)

University of Queensland

22 3 8 3 2 academic 1 general

2 (1 postgrad, 1 undergrad)

3 4 years (students 2 years)

University of South Australia

16 3 0 9 1 academic 1 general

2 (1 postgrad, 1 undergrad)

0 4 years (elected staff members 2 years, students 1 year) Staggered terms

University of Southern Queensland

14 3 5 3 (at least 1 graduate)

1 academic 1 general

1 0 4 years (students 2 years)

University of Sydney 22 3 6 1 4 academic 1 non-

academic

2 (1 postgrad, 1 undergrad)

5 4 years (2 for elected staff, 1 year for

students) Staggered terms

34

University No of membersi

Ex officioii

Govt appointees

iii

Governing body

appointeesiv

Elected staff Elected students

Elected Alumni

Term of officev

University of Tasmania

14 3 2 6 1 academic 1

professional

1 0 Variable Staggered terms

University of Technology Sydney

17 3 2 7 2 academic 1 non-

academic

2 (1 postgrad, 1 undergrad)

0 Variable up to 4 years (elected 2 years) Staggered terms

University of the Sunshine Coast

18 3 6 4 (at least 1 graduate)

2 academic 1 general

2 0 4 years (students 2 years)

University of Western Australia*

21 2 4 3 3 academic 1 general

1 academic board

2 students + 1 postgrad

4 4 years (students 1-2 years)

University of Western Sydney

18 3 6 4 1 academic 1 general

2 (1 postgrad, 1 undergrad)

1 Staggered terms

University of Wollongong

19 3 5 4 2 academic 1 general

2 (1 postgrad, 1 undergrad)

2 Staggered terms

Victoria University

13 3

5 5 0 0 0

*Information confirmed by reference to the relevant University’s Governing Body web page i Number of members when fully constituted. ii This category generally includes Chancellor, Vice-Chancellor and President/chair of University Academic Board (or equivalent) iii Government appointees includes members appointed by State Government, whether Governor, Governor in Council or Minister. Where these represent separate

categories in enabling legislation or by-laws, they have been combined for ease of reference. iv This category refers to members who are selected by the Council or Senate itself, whether by appointment, election or co-option. v Terms of office information provided where available.

35

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