1 Purpose

The purpose of the Chancellor’s Committee is to provide advice to Council on the efficient conduct of Council business.

2 Responsibilities

The responsibilities of the Chancellor’s Committee shall be:

• under delegation from the Council to exercise all the powers, authorities, duties, and functions of the Council (other than power of delegation and the power to make statutes) during the periods between ordinary meetings of Council on any matter which the Chancellor has determined to be of an urgent nature that ought not await consideration by the Council at its next meeting and report back to Council;

• to consider and advise on matters related to the business of Council, and develop proposals for consideration by Council or its standing committees as may be referred by Council, the Chancellor, or the Vice-Chancellor;

• to consider nominations for, and make recommendations to the Governor-in-Council on, membership to the Council;

• reviewing and making recommendations to Council on the content of the Annual Report excluding financial and accounts aspects;

• to consider and advise Council on matters of strategic importance to the University;

• report on the Vice-Chancellor’s performance each year against objectives after receiving recommendations from the Remuneration Sub-Committee;

• to advise the Chancellor on governance issues and matters of substance affecting or of concern to the University;

• consider and recommend the appointment of a person to the office of Secretary to Council and termination of employment of that person.

3 Authority

The Council authorises the Committee, within the scope of its responsibilities, to:

1. perform activities within its terms of reference;

2. engage independent counsel and other advisers as it deems necessary to carry out its duties;

3. require the attendance of University officers at meetings as appropriate;

4. have unrestricted access to management and employees;

5. receive any relevant inform

4 Membership

The membership of the Chancellor’s Committee shall consist of:

• Chancellor

• Deputy Chancellor

• Vice-Chancellor

• Chair of Academic Board

• Chair of Audit and Risk Committee

• Chair of Finance and Facilities Committee

• Chair of Governance and Legislation Committee

The Chancellor shall be chairperson of the Committee.

5 Sub-Committee

The Honorary Awards Sub-Committee reports to Chancellor‘s Committee

6 Meetings

1. Meetings are to be held at least 4 times per year;

2. The Chair shall call all meetings as required or if requested to do so by any Committee member, the Chancellor or the Vice-Chancellor;

3. A quorum consists of at least half the members of the Committee;

4. The Committee may invite other persons including members of management and staff, to attend meetings and provide information as necessary.

7 Ethical Practices, Confidentiality And Independence

Members of the Committee are to:

1. exercise objectivity, and probity in the discharge of their duties and responsibilities;

2. refrain from entering into any activity that may prejudice their ability to carry out their duties and responsibilities objectively and independently;

3. act in a proper and prudent manner in the use of information acquired in the course of their duties and responsibilities;

4. exercise sound judgement guided by highest personal standards of honesty and integrity in all matters relating to membership of the Committee;

5. ensure that they do not place themselves in situations which could lead to, or be perceived to give rise to a conflict of interest; and

6. disclose to the Committee any matter which could compromise, or be seen to compromise, the performance of their duties on the Committee or give rise to a perception of a conflict of interest.

8 Secretary

The Secretary to Council shall act as Secretary to the Committee.

9 Performance Evaluation

On an annual basis, the Committee will undertake a self-evaluation of performance utilising the Governance and Risk Management Self Assessment Program for Universities prepared by the QLD Audit Office, or such other self assessment tool as the Committee shall approve. The evaluation shall be submitted to Council.

If directed by Council, the Committee will arrange for an external review of its activities.

10 Review of Terms of Reference

These Terms of Reference will be reviewed annually by the Committee to ensure the Terms remain consistent with the Committee objectives and responsibilities. Any proposed amendments to the Terms of Reference will be referred to Council for approval.

11 Other Policy Information