1 Role

The responsibilities of the Committee are:

1. the role and responsibilities of the Council, its organisation and committee structure; and the rules for the conduct of meetings;

2. the composition of the Council, incorporating the skills and attributes required by members to achieve good governance of the University, and including succession planning;

3. the conduct and behaviour of members, to act in good faith, honestly and for a proper purpose; including a duty to exercise appropriate care and diligence, the duty to not improperly use their position to gain an advantage, individually or for others, and to avoid conflicts of interest;

4. the induction, professional development, education, and on-going training of members of Council;

5. the mechanisms for dispute resolution within the Council;

6. the timeliness, accuracy, relevance and adequacy of the information provided to Council.

7. the drafting and recommendation to Council of all subordinate legislation to the University Of Southern Queensland Act;

8. the reviewing of University policies and making recommendations to Council on approval of policies; and

9. the consideration and recommendation of changes to the University of Southern Queensland Act 1998.

2 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 information it requires from any officer or employee of the University or any of its controlled entities.

3 Membership

1. The Council nominates and appoints the Committee members.

2. Members will be appointed for a term of office to run concurrently with the term of Council.

3. The membership of the Governance & Legislation Committee shall consist of the Chancellor the Deputy Chancellor, the Vice-Chancellor, one (1) of the elected staff representatives of the Council, and at least three (3) other members of the Council chosen by Council.

   • Chancellor

   • Deputy Chancellor

   • Vice-Chancellor

   • One (1) elected staff representative of Council chosen by Council

   • At least three (3) other members of Council chosen by Council

   • The Chair will be chosen by and from members.

4 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.

5 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.

6 Secretary

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

7 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.

8 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.

9 Other Policy Information