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University Committee Governance Policy

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Section 1 - Purpose

(1) This Policy provides a framework to regulate the establishment, structure and operation of QUT’s University committees, including both Council’s governance committees and the Vice-Chancellor and President’s management committees. 

(2)  This Policy also provides guidance to University committee chairs and members on their roles, responsibilities and obligations.

(3) This Policy is supported by Council Procedure 1 – Committee Operations.

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Section 2 - Application

(4) This Policy applies to:

  1. QUT staff, University committee members and other relevant members of the University community; 
  2. Council and University committees established by either Council or the Vice-Chancellor and President; and 
  3. Faculty Academic Boards, including QUT College academic board. 

(5) This Policy does not apply to the following bodies, although it is recommended they base their operations on this policy and Council Procedure 1 – Committee Operations:

  1. any advisory, steering or working groups, or similarly titled groups, regardless of whether: 
    1. formal or informal in nature; 
    2. at the University or local level; or 
    3. established on a temporary or permanent basis 
  2. QUT controlled entities 
  3. sub-committees established by faculty academic boards. 

(6) No group or body, regardless of its constitution, can designate itself as a committee unless it is established by either Council or the Vice-Chancellor and President, in accordance with Section 3 below.

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Section 3 - Roles and Responsibilities

Position Responsibility
QUT Council
Ensures proper and effective management and control of the University.
Establishes University governance committees.
Approves the charters of University governance committees, including determining membership, terms of reference and reporting requirements.
Approves Council Procedure 1 – Committee Operations.
Vice-Chancellor and President
Establishes University management committees. 
Approves the charters of University management committees, including determining membership, terms of reference and reporting requirements. 
Faculty Academic Boards
Establish faculty committees and determine membership, terms of reference and reporting requirements. 
May delegate responsibilities relating to individual student matters to the chair of the board or to a sub-committee appointed by the board. 
Chairs of University committees
Provide leadership and guidance to a committee and its members in fulfilling its responsibilities.
Facilitate the committee’s advisory or decision-making function, as relevant. 
Ensure meetings are conducted in an appropriate, effective and respectful manner.
Operate by rule of the chair as permitted by Council Procedure 1 – Committee Operations.
Deputy chairs of University committees Act as chair to a committee meeting in the absence of the chair.
Secretaries of University committees
Facilitate the operation of committees on behalf of the chair.
Take records of committee meetings and manage the committee records in accordance with University policies and legislative requirements. 
Provide advice to the chair on matters of committee procedure and protocol, as required. 
Deputy secretary of Council Assists the secretary of Council and acts as secretary in their absence.
Members of University committees
Actively participate in the business of the committee in a diligent and ethical manner.
Conduct themselves in accordance with Council Procedure 1 – Committee Operations.
Communicate discussions and decisions of committee, in accordance with Council Procedure 1 –Committee Operations, where a member represents a particular QUT community.
QUT officers advising University committees
Provide expert advice to committees by authoring submissions or giving presentations on governance, operational or management issues, by invitation or as specified in committee charters and annual committee workplans, including speaking to papers at committee meetings, when requested. 
Facilitate post-meeting action on relevant matters, as required. 
Vice-President (Administration) and University Registrar 
Maintains Council Procedure 1 – Committee Operations and reviews on a biennial basis.
Makes provision for storage and access to Council and University committee records.
Director, Governance and Performance
Publishes the University’s official committee structure chart in the online Manual of Policies and Procedures (QUT Committee Structure). 
Determines the level of access provided to University committee records. 
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Section 4 - Principles

(7) QUT's Council and University committee structure is a significant component of its governance framework. QUT recognises that the contribution and involvement of University committees and members are critical to its effective corporate governance.

(8) The University’s governance and management committees operate under a set of defined principles. University committees must:

  1. be established by either Council or the Vice-Chancellor and President;
  2. have a charter approved by either Council or the Vice-Chancellor and President, published in the QUT Manual of Policies and Procedures; 
  3. be accountable to either Council, a governance committee established by Council or the Vice-Chancellor and President; 
  4. report after each meeting to Council for governance committees, and at least on an annual basis to the Vice-Chancellor and President for management committees; 
  5. record any delegations from Council in its charter, the Register of Authorities and Delegations and any relevant University policies; 
  6. keep records in accordance with QUT’s records governance requirements and compliance obligations; 
  7. undertake a self-assessment review of its operations at least biennially; and 
  8. operate in accordance with Council Procedure 1 - Committee Operations. 

(9) University committees must not be established on an ad hoc or temporary basis.

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Section 5 - Establishment of University Committees

Council

(10) Council is established as the University's governing body by the Queensland University of Technology Act 1998. Information on the composition, membership, powers and responsibilities of Council can be found at QUT Council.

University governance committees

(11) Council may establish governance committees as it deems necessary or convenient for the advancement and operation of the University. Council determines the charter of its governance committees, including membership, terms of reference, reporting and communication requirements, and specifies any delegated authorities.

University management committees

(12) The Vice-Chancellor and President may establish management committees to: 

  1. meet compliance obligations; 
  2. contribute to specific executive functions; and
  3. advise the Vice-Chancellor and President, or other senior officer of the University, on any matter. 

(13) The Vice-Chancellor and President determines the charter of such committees, including membership, terms of reference, and reporting and communication requirements.

Faculty committees

(14)  Each faculty, including QUT College, has an academic board as determined by Council.

General

(15) Council, governance and management committees may establish temporary working groups, if deemed necessary or convenient to support the performance of their functions.  These groups are not to operate as, or be considered as, sub-committees of Council or University committees, and authority cannot be delegated to them. 

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Section 6 - Council Procedure 1 – Committee Operations

(16) QUT Council will maintain a standard operating protocol for the management and conduct of University committees, detailing the rules around matters such as: 

  1. membership, including membership categories;
  2. criteria for ordinary and special meetings;
  3. management of decisions between meetings;
  4. conduct of committee members;
  5. reimbursement of expenses and payment to committee members; and
  6. access to committee documents. 

(17) Council, University governance committees and University management committees must operate in accordance with the directions of Council Procedure 1 – Committee Operations, unless contrary to compliance obligations. 

(18) Council Procedure 1 – Committee Operations is published in the QUT Manual of Policy and Procedures.

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Section 7 - University Committee Charters

(19) The purpose, responsibilities and accountabilities of each University committee must be detailed in its charter. A committee charter must contain the following information: 

  1. purpose of committee;
  2. accountability; 
  3. responsibilities; 
  4. delegations from Council (if relevant); 
  5. membership composition, including length of member terms; 
  6. attendance requirements;
  7. meeting frequency; 
  8. required reporting and communication; 
  9. any operational procedures specific to that committee; and 
  10. secretariat details. 

(20) University committee charters are published in the QUT Manual of Policies and Procedures.

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Section 8 - Standing Positions on University Committees

Chair

(21) The Chancellor is the chair of Council as required by the Queensland University of Technology Act 1998. The chair of University Academic Board is appointed in accordance with Council Procedure 5 – Appointment of the Chair of University Academic Board. The chair of a University committee is otherwise designated in the relevant committee charter.

(22) University committees at QUT operate by rule of the chair. In effect, this means the chair has the authority to make rulings on matters of committee operation and procedure and member conduct, in accordance with Council Procedure 1 – Committee Operations, and on advice of the secretary where required. In addition, the chair: 

  1. encourages the committee to operate in a spirit of respectful consensus, with open discussion and debate of agenda items; 
  2. is responsible for the proper conduct of the committee and for fulfilling its responsibilities;  
  3. acts as spokesperson for the committee when it is not in session; 
  4. is authorised to make decisions on behalf of the committee when it is not in session (known as executive action); 
  5. approves committee agenda and papers on advice from the secretary; 
  6. recommends to the committee strategies for managing members' disclosed interests; and 
  7. signs minutes of previous meetings as a true and accurate record after confirmation by members.

Deputy chair and acting chair

(23)  The Deputy Chancellor is the deputy chair of Council as required by the Queensland University of Technology Act 1998. A University committee may appoint a deputy chair from its members for a term determined by the committee. Exceptions to this are detailed in the relevant committee charter.

(24) The deputy chair acts as chair for meetings in the absence of the chair and exercises the functions of the chair if that office is vacant. 

(25) For Council and University committees, members present must elect a member to chair the meeting when both the chair and deputy chair are absent from a meeting, or the offices are vacant. 

(26) In the case that an officer is chair of a University committee by virtue of their position at the University (an ex officio chair), and there is no deputy chair nominated for that committee, an officer acting in that position during the absence of the first officer is deemed to be the acting chair for that committee for the duration for the period of acting.

Secretary

(27) The Vice-President (Administration) and University Registrar is the secretary of Council. The Vice-President (Administration) and University Registrar’s nominee is the secretary to University governance and management committees.

Deputy Secretary of Council

(28) A deputy secretary of Council may be appointed to manage the provision of advice and services. The deputy secretary attends meetings, assists the secretary and acts for the secretary in their absence. 

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Section 9 - Membership

(29) The membership of Council is specified in the Queensland University of Technology Act 1998. The membership of University committees is designated in each committee’s charter.  

(30) Council Procedure 1 - Committee Operations details protocols on the following membership matters: 

  1. membership categories; 
  2. appointments and terms of office; 
  3. vacation and resignation of office; 
  4. leave of absence; 
  5. casual and continuing vacancies; 
  6. appointments to vacancies; 
  7. one officer holding multiple positions; 
  8. membership balance on committees; and
  9. induction of members. 

Conduct of members

(31) Council and University committee members are expected to discharge their responsibilities in an ethical and responsible manner, consistent with the QUT Act (sections 10 and 26A) and the Code of Conduct - Staff, regardless of their membership category and relationship to the University. This includes student representatives. Members must conduct themselves and perform their duties in accordance with the provisions in Council Procedure 1 - Committee Operations. 

(32) In particular, members are expected to: 

  1. attend meetings regularly and advise the chair or secretary if unable to attend any meeting  
  2. read papers diligently and prepare any questions 
  3. participate with committee business at meetings 
  4. respect the rule of chair and the rights of other members and attendees 
  5. promptly declare any conflicts of interest with committee business 
  6. retain confidentiality as required; and 
  7. where the member represents a QUT community, communicate the discussions and decisions of the committee, in accordance with Council Procedure 1 – Committee Operations. 
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Section 10 - Election of Members to Committees

(33) Elections to positions on Council and its governance committees are conducted according to Council Procedure 7 – Conduct of Elections. 

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Section 11 - Conduct of Meetings

Rule of the chair

(34) The conduct of meetings of Council and University committees is by rule of the chair, subject to Council Procedure 1 - Committee Operations. The secretary is to be present for all formal deliberations of a committee. Observers are not permitted in committee meetings except with the permission of the chair. The chair may exclude all or any non-members, apart from the secretary, at any time.

Quorum

(35) Council and University committees are not properly convened and cannot transact business unless there is a quorum. The requirements for a quorum for a committee are defined in Council Procedure 1 - Committee Operations.

Ordinary meetings, special meetings and decisions between meetings

(36) Procedures for the conduct of ordinary meetings, special meetings and decisions between meetings are further detailed in Council Procedure 1 - Committee Operations. 

Electronic meetings

(37) Procedures for the conduct of meetings in a wholly or partially electronic format are further detailed in Council Procedure 1 – Committee Operations. 

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Section 12 - Delegation of Authority by Council

(38) Council may delegate authority to either governance or management committees, subject to the QUT Act. Delegation of power is made by resolution of Council and recorded in its minutes, in the QUT Register of Authorities and Delegations and any relevant University policies.

(39) The QUT Act requires that any committee to which Council delegates any of its authority must include at least one member of Council, with the exception of Faculty Academic Boards.

(40) Delegation of authority may be for a specific occasion or on a continuing basis. All continuing delegation of authority must be included in the Register of Authorities and Delegations (QUT staff access only). Continuing delegation of authority to a committee must also be included in charter of that committee. 

(41) Authority delegated by Council to a committee may not be further delegated unless otherwise specified in the Register of Authorities and Delegations. 

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Section 13 - Committee Records Governance

Minutes of meetings

(42) Minutes of meetings of Council and University committees must be prepared by the secretary and confirmed by manual or electronic signature of the chair. Minutes are the official record of each meeting and confirmation as a true record is usually sought from a subsequent meeting. All documentation before a committee for any item, including any documents tabled at a meeting, must be referred to in the minutes. A summary of any discussion sufficient to document a statement of reasons for any decision must be included in the minutes. 

Committee documents

(43) The documents of Council and University governance committees (ie agenda, minutes, reports and submissions, and other papers considered by the committee) are high-value records and are considered matters of public record of the University's functions and activities. Committee records must be maintained in accordance with the University’s Records Governance Policy and procedures. The retention and disposal of other committee records is in accordance with the Disposal Schedule.

(44) Committee documents are considered confidential to members prior to meetings, and may be designated confidential on a continuing basis.

(45) The Vice-President (Administration) and University Registrar makes provision for storage and access to Council and University committee records. 

(46) The secretary of a University committee is responsible for ensuring that all committee documents are properly registered and retained in the University’s corporate records system.

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Section 14 - Communication of Committee Activities

(47) Reports summarising the activities of Council are published on the publicly available Reports of Council page after each meeting of Council. The membership and meeting schedule of Council is published on the publicly available QUT Council page.

(48) Information on University committees is available on the University level committees website (QUT staff access only), including scheduled meeting dates, membership and secretary contact details.

(49) Members should regularly communicate the non-confidential deliberations and decisions of committees to those whom they are representing. Members of committees should also progress QUT's priorities, including promoting its agreed strategic directions and shaping its culture, through effective communication with the University community and other stakeholders. 

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Section 15 - Access to University Committee Documents

(50) QUT operates from the principle that all Council and University committee records document matters of public record concerning QUT functions and activities. However, the University also recognises that there are issues of confidentiality, privacy, and commercial or legal sensitivity which must be addressed in the ways in which committee documents are made available or withheld from public access.

(51) The following matters will be considered in determining if University committee records are generally accessible or whether more restricted access arrangements are warranted: 

  1. whether the records contain information which would unreasonably intrude on the personal privacy of individuals, including staff; 
  2. whether the committee records relate to sensitive business affairs of the University; and 
  3. whether information in the committee records has been obtained in confidence. 

(52) University committee records may be classified as unrestricted, restricted or confidential. The Director, Governance and Performance is responsible for determining the level of access provided to University committee records. Access to University committee records is currently restricted.

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Section 16 - Self-Assessment and Review

(53) Every two years, Council and each University committee must review its performance against its charter, and other relevant benchmarks using the appropriate evaluation instruments, and report on the results to Council or the Vice-Chancellor and President. Individual members should participate in this self-assessment, including a review of their personal contribution to the committee. 

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Section 17 - Delegations

(54) Refer to Register of Authorities and Delegations (C025, C030, C031, C175)

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Section 18 - Definitions

Term Definition
Advisory/working/steering groups, or similarly named groups or parties Are a group of people who work collectively for a specified purpose, whether formal or informal and whether permanent or temporary, to discuss and recommend matters to a QUT officer or another group or committee. These groups are not University committees and are not required to be established and operated in accordance with Council Procedure 1 – Committee Operations, unless expressly stated on formation. These groups may not designate themselves as committees.
Chair of a committee Is a membership category specified in the charter of a committee. A chair provides leadership and guidance to a committee and is responsible for the proper conduct of meetings. 
Committee charter Is a document detailing the specific purpose, responsibilities and accountabilities for a particular committee.
Council Procedure 1 – Committee Operations A set of protocols and procedures regulating the conduct of Council and University committee meetings. Council and its governance committees and the Vice-Chancellor and President's management committees must operate in accordance with the directions of Council Procedure 1 - Committee Operations, unless contrary to compliance obligations. 
Deputy chair of a committee Is a member who is nominated by other members of that committee to act as the chair in that person's absence.
Member of a committee
Is a person filling one of the membership categories detailed in a committee's charter and who attends meetings with full rights of audience, debate and voting. Membership categories consist of the following: 
  1. members, external to the University, who are appointed to a committee by an officer or body 
  2. members, internal to the University, who are nominated to a committee by an officer or body 
  3. members who are elected to a committee by a specified cohort of staff or students 
  4. members who are appointed in an ex officio capacity. 
Quorum Means the minimum number of members of a University committee that must be present at a meeting to validate the proceedings of that meeting.
Rule of the chair Means that the chair of a University committee is the ultimate decision-maker on matters of committee proceedings and procedures.
Secretary of a committee Means a QUT officer appointed to undertake administrative tasks associated with meetings with the general business of the committee, with rights of audience and debate as determined by the chair, but not voting rights.
University committees
Are high-level groupings at the University level of appointed, elected and ex officio members of the QUT community and members external to QUT. University committees are established by either Council or the Vice-Chancellor and President under the authorities granted to them by Queensland University of Technology Act 1998 or other acts. These committees are included in QUT’s official committee structure. University committees must operate in accordance with Council Procedure 1 – Committee Operations. University committees are comprised of: 
  1. Governance Committees, established by Council in accordance with Council Procedure 1 - Committee Operations. Council delegates authority to its governance committees to act on its behalf.  
  2. Management Committees, established by the Vice-Chancellor and President to provide advice and make recommendations on specific operational matters.  
Standing Committee
Is a permanent committee established by Council, officially delegated to perform a specified function.  Council has established the following governance standing committees: 
  1. Finance and Planning Committee 
  2. Governance, Nominations and Remuneration Committee 
  3. Risk and Audit Committee 
  4. University Academic Board.
Sub-committee Is a standing subgroup of a University committee that is delegated specific functions of the committee’s responsibilities to undertake. Sub-committees may be considered as University committees in their own right, with delegations from Council, but remain responsible to the parent committee.