Guide for applicants interested in

Appointment to the University Council2019

IntroductionCharles Sturt University is responsible for the development and delivery of education and research that meets the needs and aspirations of its communities.

The University Council is the governing board and is responsible for the oversight and control of the affairs of the University. As the governing board, the Council approves the University’s overall strategic direction and monitors the performance of the University, and its senior officers, in the delivery of the approved strategy.

This Guide includes the Notice of Vacancy and provides information to assist in making a decision whether to nominate for appointment to the Charles Sturt University Council.

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Notice of VacancyThe Council of Charles Sturt University invites nominations for appointment as an external independent member of the Council of Charles Sturt University under section 8G of the Charles Sturt University Act 1989.

The Council will make an appointment to two vacancies commencing on 1 July 2019, for a period of up to four years. Applicants may be eligible to reapply for reappointment at the end of the initial term.

Applicants must demonstrate in their application that they meet the:

1. Selection Criteria2. Key Personal Attributes; and3. have the time to commit to fulfilling the duties of a member of the Council.

Selection CriteriaThe Council is seeking nominations for appointment from eligible external candidates with experience in one or more of the following areas:

academic governance experience; experience in governance and management in the multi dimensions of the medical space; and Institutional philanthropy experience.

Key Personal AttributesAll applicants must demonstrate how they possess the following key personal attributes:

accountability and integrity; innovative, entrepreneurial, and preparedness to take considered risks; strategic with sound judgment; self-confidence and personal effectiveness; effective in working with a team; excellent networking ability; commitment to free intellectual inquiry and the value of the University; and commitment to higher education, research and regional development.

The Council is committed to ensuring that its composition appropriately reflects the University's broader communities. The Council encourages participation and contribution on the Council of suitably qualified women and Aboriginal Australians, and people with a strong understanding and connection to rural and regional Australia, and such candidates are therefore strongly encouraged to apply.

EligibilityTo be eligible for consideration as an external independent member the applicant must be a person other than:

a) a member of the academic or general staff of the University or controlled entity of the University; or b) an undergraduate or graduate student of the University.

Under the Act, a person must not be:

a declared bankrupt, or have applied to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounded with his or her creditors or made any assignment of his or her estate for their benefit, or

declared to be a mentally incapacitated person, or

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have been convicted in New South Wales an offence that is punishable by imprisonment for 12 months

or more or is convicted elsewhere than in New South Wales of an offence that, if committed in New South Wales, would be an offence so punishable, or

disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001 of the Commonwealth.

Where a person is currently subject to proceedings in relation to any matter listed above, this must be disclosed in the application.

Nomination for AppointmentApplicants must read the information set out in the ‘Guide for applicants interested in Appointment to the University Council’ and demonstrate how they meet the selection criteria and each of the key personal attributes.

Applicants must also complete the ‘Application for Appointment as an External Independent Member of the Council Declaration Form’ and ‘Declaration of Material Interest Form’ contained within the Guide, and attach these to the front of the application.

Applicants should include a current resume, including three referees with knowledge of the applicant in a senior executive, leadership or board director role.

Submitting a Nomination for AppointmentBy submitting a Nomination for Appointment to the University Council, the applicant consents to the University undertaking such inquiries as may be necessary to evaluate the application to satisfy reasonable due diligence requirements. If the applicant does not consent to the University doing so, this should be clearly stated on the application.

Applications must be made in writing, signed by the applicant and sent to:

The University SecretaryCharles Sturt University The Grange Chancellery, Building 1205Panorama AvenueBathurst NSW 2795

and be marked “Independent Council Nomination” on the back of the envelope.

Applications must be received no later than the close of business on Friday 15 March 2019.

Applications may be sent via email to unisec@csu.edu.au no later than Friday 15 March 2019. Nominations sent by email must be saved into a PDF format. A hard copy of the application, signed by the applicant, must be received by close of business on Monday 18 March 2019.

Further information People interested in being appointed should be familiar with the strategic objectives and governance rules of the University including the:

University Strategy ; Charles Sturt University Act 1989 ; Charles Sturt University By-law 2005 ; University Governance Charter ; and Governance Rules (listed under 'G' in the CSU Policy Library).

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About the CouncilCharles Sturt University is a statutory corporation established under the Charles University Act 1989 (the Act).

The Council is established under section 8B of the Act and acts for and on behalf of the University in the exercise of its functions. It has the control and management of the affairs and concerns of the University, sets the strategic direction and monitors the performance of the University. The Council may act in all matters concerning the University in such manner as appears to the Council to be best calculated to promote the object and interests of the University.

The primary functions of the Council are:

(a) to monitor the performance of the Vice-Chancellor;

(b) to oversee the University's performance;

(c) to oversee the academic activities of the University;

(d) to approve the University's mission, strategic direction, annual budget and business plan;

(e) to oversee risk management and risk assessment across the University (including, if necessary, taking reasonable steps to obtain independent audit reports of entities in which the University has an interest but which it does not control or with which it has entered into a joint venture);

(f) to approve and monitor systems of control and accountability for the University (including controlled entities of the University);

(g) to approve significant University commercial activities;

(h) to establish policies and procedural principles for the University consistent with legal requirements and community expectations;

(i) to ensure that the University’s grievance procedures, and information concerning any rights of appeal or review conferred by or under any Act, are published in a form that is readily accessible to the public;

(j) to regularly review its own performance (in light of its functions and obligations);

(k) to adopt a statement of its primary responsibilities; and

(l) to make available for members of the Council a program of induction and of development relevant to their role as such a member.

The Council currently has five standing committees:

Academic Senate (meets five times per year) Chancellor’s Foresighting Committee (meets via flying minute and face-to-face as required) Finance, Audit and Risk Committee (meets at least four times per year) Investment Committee (meets at least four times per year) Nomination and Remuneration Committee (meets at least four times per year)

The Governance Rules (terms of reference) for these Committees are listed under 'G' in the CSU Policy Library.

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MembershipThe Council is currently constituted by 15 members, as outlined below:

Official MembersThree official members of the Council:

the Chancellor (who is chair of the Council) – s.8I(a), the Vice-Chancellor and President – s.8I(b), the Presiding Officer, Academic Senate – s.8I(c),

Council Appointed MembersSeven members who are appointed by the Council:

three persons who are external to the University – s.8G, four persons who are graduates of the University – s.8F.

Ministerially Appointed MembersTwo persons who are external to the University appointed by the NSW Minister for Education – s.8H.

Elected Members Three members elected directly from different University communities:

one academic staff member, elected by and from the academic staff of the University – s.8E(2)(a), one general staff member, elected by and from the professional/general staff of the University – s.8E(2)(b),

and one student, elected by and from the undergraduate and postgraduate students of the University – s.8E(2)

(c).

Further information about the current members of the Council is available on the Office of Governance and Corporate Affairs website.

Membership of the Council is voluntary. With some exceptions (e.g. staff of the University), members are remunerated to sit on the Council. For further information about remuneration please refer to the University Governance Charter, including the Honorarium Amounts in Schedule 1 provided under Associated Information tab.

Travel and accommodation of members of the Council is subject to the University Travel Policy. The University Secretary will organise and meet the reasonable cost of travel and accommodation for members in relation to meetings of Council and committees, and where the member has been approved to attend an approved function.

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Role and Duties of MembersThe Council meets face to face at least six times each year. In general, members must be available for one to two days per meeting. Council meetings are usually held at Charles Sturt University in Canberra, with one meeting per year held on a CSU Campus.

Applicants should review the Council and Committee Meeting Schedules prior to nomination to make sure that they are able to attend meetings.

Members of Council are expected to:

(a) attend and contribute at all Council meetings and meetings of committees on which they serve;(b) nominate for and serve on committees of the Council for which they are eligible;(c) remain informed about issues affecting the higher education sector and the governance of the University;(d) comply with the law and University Rules, policies and procedures;(e) inform themselves about their obligations as members, including asking questions when they are not sure

about their responsibilities; (f) spend the time needed and meeting as frequently as necessary to discharge their responsibilities properly; (g) read, question and understand the written materials and financial statements distributed to the Council;(h) challenge, where necessary, assumptions or recommendations presented to the Council;(i) maintain the confidentiality of confidential information and deliberations of the Council and University; (j) maintain solidarity with respect to decisions of the Council;(k) represent the University and the Council in external and internal forums, including attending ceremonial

functions where possible; and(l) participate openly in the Council's self-evaluation process and the evaluation of senior management.

Members of the Council are under a legal duty to act always in the best interests of the University. Schedule 3 of the Act sets out the following duties of members:

(a) act always in the best interests of the University as a whole, with this obligation to be observed in priority to any duty a member may owe to those electing or appointing him or her;

(b) act in good faith, honestly and for a proper purpose; (c) exercise appropriate care and diligence; (d) not improperly use their position to gain an advantage for themselves or someone else; and (e) disclose and avoid conflicts of interest.

In making decisions, members must:

(a) inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and

(b) rationally believe that the judgment is in the best interests of the University.

Schedule 3 of the Act (Attachment A) sets out the legal duties of members of the Council. Members are indemnified for their actions and decisions to the extent they act in “good faith”. The University maintains Director’s and Other Officers Insurance to indemnify members to this extent.

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Eligibility CriteriaTo be eligible for consideration as an external independent member the applicant must be a person other than:

a) a member of the academic or general staff of the University or controlled entity of the University; or b) an undergraduate or graduate student of the University.

Under the Act, a person must not be:

a declared bankrupt, or have applied to take the benefit of any law for the relief of bankrupt or insolvent debtors, compounded with his or her creditors or made any assignment of his or her estate for their benefit, or

declared to be a mentally incapacitated person, or have been convicted in New South Wales an offence that is punishable by imprisonment for 12 months

or more or is convicted elsewhere than in New South Wales of an offence that, if committed in New South Wales, would be an offence so punishable, or

disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001 of the Commonwealth.

Where a person is currently subject to proceedings in relation to any matter listed above, this must be disclosed in the application.

Selection CriteriaThe Council is seeking nominations for appointment from eligible external candidates with experience in one or more of the following areas:

academic governance experience; experience in governance and management in the multi dimensions of the medical space; and Institutional philanthropy experience.

Key Personal AttributesAll applicants must demonstrate how they possess the following key personal attributes:

accountability and integrity; innovative, entrepreneurial, and preparedness to take considered risks; strategic with sound judgment; self-confidence and personal effectiveness; effective in working with a team; excellent networking ability; commitment to free intellectual inquiry and the value of the University; and commitment to higher education, research and regional development.

In determining appointments, the Council must take into account the balance of skills, experience and qualifications required for the good governance of the University. As such, while meeting one or more of the criteria above is essential to be considered, the broader balance of skills, experience and qualifications must also be taken into account in making a final decision.

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Term of AppointmentThe Council will make an appointment to one vacancy commencing on 1 January 2018, for a period of up to four years. Applicants may be eligible to reapply for reappointment at the end of the initial term.

Additional criteria for current members applying for reappointmentUnder the University Governance Charter, current members applying for reappointment must also show that they have made the necessary commitment to the University through participation in meetings of the Council, membership of committees, attendance at important functions and representation of the University within their networks.

Special considerationsThe Council is committed to ensuring the appropriate participation and contribution of suitably qualified women and Aboriginal Australians, and people with a strong understanding and connection to rural and regional Australia, on the Council. Women, Aboriginal Australians and people with a strong understanding and connection to rural and regional Australian are therefore strongly encouraged to apply.

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Submitting an ApplicationStep 1: Before applying

1. Determine whether you are eligible to nominateRead the eligibility criteria at pages 8 and 9 to ensure sure you are eligible to nomination for appointment to the University Council.

2. Read about the role, duties and responsibilities of members People interested in being appointed should be familiar with the strategic objectives and governance rules of the University including the:

University Strategy ; Charles Sturt University Act 1989 ; Charles Sturt University By-law 2005 ; University Governance Charter ; and Governance Rules (listed under 'G' in the CSU Policy Library).

Step 2: Complete your application

Applications must include all of the following:

1. A completed ‘Application for Appointment as an External Independent Member of the Council Declaration Form’ – found on page 12. This should be affixed to the front of your application

2. Completed ‘Material Interest Declaration Form’ – found on pages 13 and 14.

3. Statement addressing the Selection Criteria and Key Personal Attributes

Identify each of the relevant selection criteria listed on page 8 under which you are applying and outline the relevant qualifications, experience and skills you possess in respect to your claim. Applicants may identify one or more criteria. Applicants must also demonstrate how they possess the key personal attributes listed on page 8.

Current members applying for reappointment may also wish to provide comments with respect to their service on the Council as set out under ‘Additional criteria for current members applying for reappointment’ on page 9.

4. A current resume, including the name and contact details of three referees

5. Copies of any qualifications, awards or supporting documentation relating to your application.

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Step 3: Submit your application

Applications must be made in writing and submitted to:

University SecretaryCharles Sturt UniversityThe Grange ChancelleryPanorama AvenueBathurst NSW 2795

and be marked “Independent Council Nomination” on the back of the envelope.

Applications close on Friday 15 March 2019. Applications received after this time will not be accepted.

Electronic copies of application forms will be accepted at unisec@csu.edu.au provided they are received by Friday 15 March 2019. The original copy of the electronic application form must be received by Monday 19 March 2019.

Further informationPeople interested in being appointed should be familiar with the strategic objectives and governance rules of the University including the:

University Strategy ; Charles Sturt University Act 1989 ; Charles Sturt University By-law 2005 ; University Governance Charter ; and Governance Rules (listed under 'G' in the CSU Policy Library).

Candidates may contact the University Secretary at any time to discuss their application on (02) 6338 4207 or via unisec@csu.edu.au.

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Application for Appointment as an External Independent Member of the Council Declaration Form

I, , of

declare that I am an eligible external independent applicant in accordance with the Charles Sturt University Act 1989.

I understand that in submitting my application for appointment the following:

the appointment is at the sole discretion of the Council and will take into account the mix of skills, experience and qualifications required by the Council, as well as ensuring a balance of experienced and newer members;

the Council shall not be required by applicants to provide reasons for its decision;

that if I am appointed to the Council I will be responsible under the Charles Sturt University Act 1989, and other relevant laws and legislation, for complying at all times with the fiduciary and statutory duties of members.

By submitting this application and declaration I consent to the University, or an officer delegated by the Council, to undertake such inquiries as deemed necessary or convenient to assess my application.

SIGNED BY WITNESSED BY

Signature Signature

Name Name

Address Address

Phone Phone

Email Date

Date

Material Interest Declaration Form

STATEMENT OF MATERIAL INTERESTSSchedule 1Governance (Declaration of Material Interests) Rule 2005

DECLARATIONDeclaration as to material personal interests (cl. 5, Schedule 3, Charles Sturt University Act 1989)

DECLARATION

(1) insert name, position/title and address of first person making the declaration

I, (1)

do SOLEMNLY AND SINCERELY declare:

that to the best of my knowledge and belief, the attached Statement of Material Interests contains a complete and accurate statement of relevant material interests.

AND I MAKE THIS SOLEMN DECLARATION conscientiously believing the same to be true.

PRIVACY CONSENT

I ACKNOWLEDGE that the information contained in the Statement of Material Interests may contain personal information about me and my associates and will be available to members of the Council and others and HEREBY EXPRESSLY CONSENT to the disclosure of any personal information contained herein.

UNDERTAKING

I HEREBY UNDERTAKE to update this Declaration as necessary and to review the accuracy of the information on an annual basis.

(2) Signature of person making the declaration

(2)

(3) Date on which declaration is made on (3)

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STATEMENT OF MATERIAL INTERESTSA “material interest” arises where a person may reasonably form the view that you or your close associate has an interest in a matter that may conflict with the proper performance of your duties.

Members should complete this form to the best of their knowledge. Members remain responsible for disclosing material interests prior to the consideration of matters by the Council or its committees, including any interests not disclosed on this form.

Category Please give details of the interest and whether it applies to yourself or, where appropriate, a member of your immediate family, connected persons or some other close personal connection

Current employment

Any previous employment in which you continue to have an interest

Appointments (voluntary or otherwise),e.g. trusteeships, directorships, local authority membership, tribunals etc.

Membership of any professional bodies or special interest groups

Investments in unlisted companies, partnerships, beneficial interests and other forms of business

Major shareholdings (i.e. more than 5% of issued capital)

Gifts or hospitality offered to you by external bodies and whether this was declined or accepted in the last twelve months

Any contractual relationships with the University or its subsidiary entities

Any material conflicts that are not disclosed above

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Attachment A

Charles Sturt University Act 1989Section 24F Duties of Council MembersSchedule 3

1 Duty to act in best interests of UniversityA member of the Council must carry out his or her functions:

(a)   in good faith in the best interests of the University as a whole, and(b)   for a proper purpose.

2 Duty to exercise care and diligenceA member of the Council must act honestly and exercise a reasonable degree of care and diligence in carrying out his or her functions.

3 Duty not to improperly use positionA member of the Council must not make improper use of his or her position:

(a)   to gain, directly or indirectly, an advantage for the member or another person, or(b)   to cause detriment to the University.

4 Duty not to improperly use informationA member of the Council must not make improper use of information acquired because of his or her position:

(a)   to gain, directly or indirectly, an advantage for the member or another person, or(b)   to cause detriment to the University.

5 Disclosure of material interests by Council members(1) If:

(a)   a member of the Council has a material interest in a matter being considered or about to be considered at a meeting of the Council, and

(b)  the interest appears to raise a conflict with the proper performance of the member’s duties in relation to the consideration of the matter,

the member must, as soon as possible after the relevant facts have come to the member’s knowledge, disclose the nature of the interest at a meeting of the Council.

(2) A disclosure by a member of the Council at a meeting of the Council that the member:

(a)   is a member, or is in the employment, of a specified company or other body, or(b)   is a partner, or is in the employment, of a specified person, or(c)   has some other specified interest relating to a specified company, or

other body or to a specified person,

is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subclause (1).

(3) Particulars of any disclosure made under this clause must be recorded by the Council in a book kept for the purpose and that book must be open at all reasonable hours for inspection by any person on payment of a reasonable fee determined by the Council.

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(4) After a member of the Council has disclosed the nature of an interest in any matter, the member must not, unless the Council otherwise determines:

(a)   be present during any deliberation of the Council with respect to the matter, or(b)   take part in any decision of the Council with respect to the matter.

(5) For the purpose of the making of a determination by the Council under subclause (4), a member of the Council who has a material interest in a matter to which the disclosure relates must not:

(a)  be present during any deliberation of the Council for the purpose of making the determination, or

(b)   take part in the making by the Council of the determination.

(6) A contravention of this clause does not invalidate any decision of the Council.

(7) This clause does not prevent a person from taking part in the consideration or discussion of, or from voting on any question relating to, the person’s removal from office by the Council pursuant to section 24G.

(8) This clause applies to a member of a committee of the Council and the committee in the same way as it applies to a member of the Council and the Council.

(9) For the purposes of this clause, a member has a material interest in a matter if a determination of the Council in the matter may result in a detriment being suffered by or a benefit accruing to the member or an associate of the member.

(10) In this clause:

associate of a member means any of the following:

(a) the spouse, de facto partner, parent, child, brother or sister, business partner or friend of the member,

(b) the spouse, de facto partner, parent, child, brother or sister, business partner or friend of a person referred to in paragraph (a) if that relationship is known to the member,

(c) any other person who is known to the member for reasons other than that person’s connection with the University or that person’s public reputation.

Section 24G Removal from office for breach of duty(1) The Council may remove a member of the Council from office for breach of a duty set

out in Schedule 3.

(2) The removal from office may be effected only at a meeting of the Council of which notice (including notice of the motion that the member concerned be removed from office for breach of duty) was duly given.

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