• Section 1 - Purpose
• Section 2 - Governance, Nominations and Remuneration Committee
• Section 3 - Governor in Council and Nominated Additional Members
• Section 4 - Nominating Additional Members and Casual Vacancies
• Section 5 - Role of Governor in Council Members and Additional Members of Council
• Section 6 - Privacy and Confidentiality

Section 1 - Purpose

(1) The Voluntary Code of Best Practice for the Governance of Australian Public Universities (the Code) states that a "university should adopt systematic procedures for the nomination of prospective members of the governing body for those categories of members that are not elected. The responsibility for proposing such nominations for the governing body may be delegated to a nominations committee of the governing body that the Chancellor would ordinarily chair."

(2) This Council Procedure assists the University to satisfy the provision of Standards within 6.1 Corporate Governance and 6.2 Corporate Monitoring and Accountability of the Higher Education Standards Framework (Threshold Standards) 2021.

Section 2 - Governance, Nominations and Remuneration Committee

(3) Governance, Nominations and Remuneration Committee on delegated authority from Council, is responsible for nominating prospective members of Council to relevant appointment authorities.

Section 3 - Governor in Council and Nominated Additional Members

(4) Appointed members should be selected “on the basis of their ability to contribute to the effective working of the governing body by having needed skills, knowledge and experience, an appreciation of the values of a 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 that university” (the Code).

(5) At least four months prior to Council being reconstituted the Chancellor will invite members of Council to put forward names of prospective nominees for consideration as Governor in Council appointees on the next Council. The Chancellor will also ascertain from the current members their interest in continuing to serve on Council. The Queensland University of Technology Act 1998 sections 23(2) and 23(3) specifies that members should not generally exceed 12 years on a governing body, and if a member wishes to continue beyond 12 years, this must be specifically agreed by the majority of the governing body.

(6) The Vice-Chancellor and President may also seek names of prospective nominees from the Senior Executive Officers of the University through a formal email to the Senior Executive Officers.

(7) The public may express an interest to be a prospective member of Council, in line with the skills and experience categories described in clause 9. Alumni or those with an existing association with QUT are encouraged to submit an interest via the online form.

(8) The names of prospective nominees accompanied by publicly available information on the nominee will be submitted to the Secretary, Governance, Nominations and Remuneration Committee. Nominees should not be contacted prior to the meeting of Governance, Nominations and Remuneration Committee.

(9) Governance, Nominations and Remuneration Committee will meet to consider the names of prospective members and will complete a matrix ensuring that all the following categories are represented, noting that a minimum of two names in the continuing and financial categories is essential.

1. Continuing – consider continuing members to provide experience and maintain continuity;
2. Accounting, audit, and risk – must be a CPA or list previous audit and risk committee roles;
3. Financial investment – provide evidence of considerable finance/investment decisions;
4. Corporate governance – demonstrate recent governance roles;
5. Education sector experience – list roles and/or experience related to the education sector;
6. Government, law, and regulations – demonstrate recent roles in the sector;
7. Research and development, technology – list roles in the sector;
8. Senior leadership – list recent leadership roles;
9. Tertiary education experience/background – list degrees and membership of University governing bodies, including involvement in University business, and professional and/or academic background, specifically where related to professions and disciplines taught or researched at QUT;
10. Diversity – encourage diversity by considering Aboriginal and Torres Strait Islander peoples, as well as people from culturally and linguistically diverse backgrounds, and people with disability. 

(10) A minimum of seven names for three positions will be agreed by category, with some names in reserve to be considered for the additional members category.

(11) Nominees who are alumni or have an existing association with QUT will normally be accorded a higher priority than those nominees who have no known association with the University.

(12) Gender balance of the nominees will also be a factor that may influence the agreed names.

(13) The Chancellor or Vice-Chancellor and President, as designated by the Committee, will meet with the prospective members to ascertain their willingness to be nominated and provide them with information on the role. If they do not agree to nomination, reserve nominees will be contacted. Those candidates who agree to be nominated will be asked to provide a detailed curriculum vitae.

(14) Candidates will be invited to include a conflicts of interest declaration with their curriculum vitae detailing any personal, financial, or professional interests that could potentially conflict with the interests of the university.

(15) Governance, Nominations and Remuneration Committee will endorse the final list of names before it is forwarded to the Minister, at least two months before Council is due to be reconstituted. The Chancellor will meet with the Minister to discuss the names shortly after they have been submitted.

Section 4 - Nominating Additional Members and Casual Vacancies

(16) The approval authority for the appointment of additional members is Council. Additional members are normally appointed after the first meeting of a reconstituted Council, thus allowing the new Council to have input into the process and nominate prospective members.

(17) Governance, Nominations and Remuneration Committee will convene after the new Council has been provided with an opportunity to nominate prospective members as set out in the section above. Any new names will be considered with names of other prospective members that were unsuccessfully nominated for a Governor in Council appointment.

(18) In accordance with Section 16 of the Queensland University of Technology Act 1998, two of the four additional members must be alumni of the University. Considering alumni, the prevailing criteria for recommendation of additional members will be to fill any perceived weakness in Council's expertise and skill base, or to meet the requirements of the Code which specifies the need for financial and commercial expertise.

(19) The Chancellor and/or the Vice-Chancellor and President will approach the prospective members as set out in clause (13) above. Following this process Governance, Nominations and Remuneration Committee will then recommend the four agreed names to Council for appointment as additional members. If possible the process should be expedited to allow the additional members to attend the Council induction and second meeting of the reconstituted Council.

(20) Governance, Nominations and Remuneration Committee will consider casual vacancies as they arise, but will normally seek to replace the skill set of the previous incumbent or fill any perceived weakness in Council's expertise or skill set with consideration to the number of alumni in the additional members category. Nominations will not be formally called for casual vacancies, although the Chancellor may seek advice from Council members who are not members of the Governance, Nominations and Remuneration Committee.

(21) In the case of Governor in Council members, normally more than one name will be forwarded to the Minister for a casual vacancy.

Section 5 - Role of Governor in Council Members and Additional Members of Council

(22) Governor in Council members and additional members of Council, in common with all members of Council, are responsible for ensuring the Council performs its functions and exercises its powers appropriately, effectively and efficiently, adhering to the relevant rules and requirements required by law and QUT. Members of Council must act with care and diligence in the best interests of QUT.

(23) The duties of members include those specified in the Queensland University of Technology Act 1998 (Section 26A(1)-(2)), the Voluntary Code of Best Practice for the Governance of Australian Public Universities (the Code, “Duties of Members”, 3), and the Higher Education Standards Framework (Threshold Standards) 2021 (Domain 6 Governance and Accountability, Standards 6.1 and 6.2).

(24) Governor in Council members and additional members of Council may be nominated by Council to chair or be a member of one or more Council committees.

(25) Governor in Council members and additional members of Council are required to attend University graduations and other University functions.

Section 6 - Privacy and Confidentiality

(26) All nominations for prospective members forwarded to Governance, Nominations and Remuneration Committee should only contain publicly available information. The minutes will record the names of prospective members whom the Committee agrees to approach and the skills category they are seen to represent and any connection to QUT.

(27) The Governance, Nominations and Remuneration Committee discussion of prospective members will be confidential and access to the papers will be restricted. All members are expected to treat the Committee's deliberations in strictest confidence.