Governance framework

Here you will find all the information you need to know about Swinburne’s governance framework, key governing bodies and stakeholders at the university. 

Table of contents

• 1. Summary
• 2. Objectives
• 3. University governance
• 4. Corporate governance
• 5. Academic Governance
• 6. Governance at management level
• 7. Staff interests
• 8. Student representation
• 9 Academic freedom and freedom of speech 
• 10. The University's internal regulatory framework
• 11. Integrity
• 12. Connected Organisations
• Footnotes

1. Summary

This framework is set down by the Council to provide an overview of the governance framework of the University, based on:

• the requirements under the Swinburne University of Technology Act 2010 [PDF 362KB]
• the requirements under University legislation
• the requirements under other legislation applicable to the University, including the Higher Education Support Act 2003, the Tertiary Education Quality and Standards Agency Act 2011 and the National Vocational Education and Training Regulator Act 2011 and the standards and guidelines published under that legislation
• the Voluntary Code of Best Practice for the Governance of Australian Universities
• the decisions made and the expectations set by the University’s Council.

2. Objectives

The objectives of this framework are to:

• explain the functions, responsibilities and membership of the Council
• explain the functions, responsibilities and membership of Academic Senate
• distinguish the corporate governance function of Council from the academic governance function of Academic Senate
• explain the role of committees and how the functions of committees may support the discharge of the functions and responsibilities of the Council, Academic Senate and management
• confirm the University’s approach to delegations
• explain how University legislation, policies and guidelines provide the internal regulatory and administrative framework within which the operations of the University are carried out
• note how the University oversees controlled entities
• set expectations for and promote and empower staff to make responsible decisions with integrity.

3. University governance

The University is established under the Swinburne University of Technology Act 2010 [PDF 362KB]. The Act sets out the objects of the University and the general powers and functions of the University. The Act is therefore the primary reference describing the things the University may do.

Under the Act, the decision-making powers of the University lie with:

1. Council: Council is the governing body of the University and has the general direction and superintendence of the University. The primary responsibilities of Council and its powers and functions are listed in the Act and are explained further below.

2. Academic Senate: A primary responsibility of Council under the Act is to oversee and monitor the academic activities of the University. To this end, the Act requires Council to establish an academic board. In fulfilling this responsibility, Council has established the Academic Senate. In this way Academic Senate stands as a statutory body with functions and powers relating to academic matters such as accreditation, quality and policy. It is the peak academic body within the University

3. The Vice-Chancellor: The Vice-Chancellor is the president and chief executive officer of the University generally responsible for the conduct of the University's affairs in all matters.

Corresponding to these three areas of decision making, the governance of the University involves:

1. Corporate governance, which lies with Council. Council Committees assist the Council in the effective discharge of its responsibilities.

2. Academic governance, which lies with:

1.  Academic Senate under the University’s Governance and Administration Statute 2012 (made by Council and approved by the Minister) and the Academic Senate Regulations (made by Council); and

2. Council, pursuant to Council’s overall responsibility to oversee and monitor the academic activities of the University and management.

Like Council, Academic Senate may establish committees to assist it in the effective discharge of its responsibilities.

3. University management. The Vice-Chancellor allocates roles and responsibilities to University management. In some cases the Vice-Chancellor and management may establish governance committees at the management level to provide advice and assurance in decision making but recognising that management decisions are expected to be made by the responsible staff member acting within their area and limit of authority, not by committee. In addition, the University may establish committees to meet the requirements of external bodies or regulators. For example, under the National Statement on Ethical Conduct in Human Research, the University’s Human Research Ethics Committee reviews research involving human participants.

The above governance arrangements for the University acknowledge the intersecting and complementary nature of the different levels and components of governance whilst ensuring that there is maintained:

• A clear distinction between governance and management responsibilities
• A clear and discernible separation between corporate and academic governance.

This is further demonstrated in each of the following relevant sections.

It should be noted that certain committees support the discharge of the statutory functions and responsibilities of Council. For example, the Standing Ministerial Directions under the Financial Management Act 1994 (with which the University complies) require that each public sector agency must, unless an exemption has been obtained, appoint an audit committee.

4.6 Council and Council Committees Governance Model

• The Governance Model breaks down the governing body responsible for the effective governance and oversight of certain matters, splitting items into three different categories; Enterprise Strategy, Core Processes and Enterprise Processes.
• The Governance Model is closely aligned with each Committees’ terms of reference and the Council Charter.

5. Academic governance

5.1 The University's approach to academic governance

Academic governance is a subset of the overall governance of the University, and deals with the framework that regulates academic decisions and academic quality assurance within the University.

Academic governance includes the policies, processes, definitions of roles, relationships, systems, strategies and resources that ensure academic standards and continuous improvement in academic activities, and is concerned with the integrity and quality of the core education activities of teaching, research and scholarship.^[11]

The Academic Senate and its governance arrangements have been established by Council under University legislation on terms that:

• seek to ensure the academic integrity and quality of the University’s education operations
  
• provide a clear and discernible separation between corporate and academic governance
  
• support the effective development, implementation and review of policies for all aspects of the University’s academic activities
  
• support the maintenance of academic standards in accordance with good academic practice
  
• underpin effective quality assurance arrangements for the University’s education operations, encompassing systematic monitoring, review and improvement.
  
  

5.2 The Academic Senate

The Academic Senate was established by the Council under section 20 of the Act on 9 August 2010, and it commenced operation on 1 January 2011.

The establishment, status and presiding officer of the Academic Senate are enshrined in the University’s Governance and Administration Statute 2012, which was made by the Council and approved by the Minister. The functions and powers of the Academic Senate are as set out in the Academic and Student Affairs Statute 2012 and the Academic Senate Regulations made under it.

The combination of provisions under the Act, the Governance and Administration Statute 2012, the Academic and Student Affairs Statute 2012 and the Academic Senate Regulations:

• enshrine the requirement for the University to have the Academic Senate, or equivalent
  
• ensure that the status, functions and powers of the Academic Senate, and the process for selecting its presiding officer, whilst determined by Council, can only be altered with the approval of the Minister
  
• provide for the membership of the Senate, its committee structure and the proceedings for meetings to be determined by Council but in such a way that guarantees the operational separation and independence of the Academic Senate
  
• ensure that Academic Senate has a regular reporting relationship to Council
  
• clearly define the role of Academic Senate in the University’s overall governance, including the responsibility of Academic Senate for the oversight of academic matters such as accreditation, the development and review of academic policies, academic standards and academic quality assurance
  
• provide the framework for the accountability of Academic Senate to the Council.

Council supports the mission of Academic Senate as:

• the principal policy-making and advisory body on all matters relating to and affecting a university’s teaching, research and educational programs
  
• responsible for assuring academic standards and quality including academic freedom, academic integrity, assessment, admissions, academic partnerships and research conduct
  
• a body whose governance is founded upon consultation, collegiality and broad-based representation, and had its origins in the historical tradition of a university as a community of scholars
  
• a body composed primarily of academics, who are representative of the academic diversity in the University, but includes also students and appropriate professional staff
  
• being independent of, but sharing membership with, senior executive, senior management and Council
  
• a representative body of colleagues engaged in the compliance and innovation processes of the University.^[12]
  
  

5.3 Powers and functions of the Academic Senate

The powers and functions of the Academic Senate are distinct from that of the Council and relate solely to the academic governance of the University. The Powers and functions of the Academic Senate are contained within the Academic Senate Regulations 2014.

5.4 Delegation

The functions and powers of the Academic Senate are set out in University legislation.

The Act does not provide the Academic Senate with the power to delegate its powers and functions.

5.5 Membership of the Academic Senate

The membership of Academic Senate is prescribed in the Academic and Student Affairs Statute 2012 and the Academic Senate Regulations.

Council’s expectation is that any proposed amendment to the membership of Academic Senate will be endorsed by University senior management, the Academic Senate Steering Committee, Academic Senate and Council's Executive, Remuneration and Nominations Committee before being presented to Council for approval.

Academic Senate has representative and elected membership, including senior management, senior academics, corporate staff, elected staff and students. In relation to ex officio and elected academic staff, although those members of Academic Senate may have management roles, it is expected that their contribution to Academic Senate will be from the academic perspective in support of the quality and integrity of the University’s courses.

The size and composition of Academic Senate has been chosen to:

• strike a balanced membership
  
• emphasise academic expertise
  
• promote expert, collegial, well-informed consideration of academic matters
  
• bring a range of perspectives from across the University
  
• promote engagement, discussion, debate and pro-activity
  
• affirm Academic Senate’s role and capability to make independent and effective academic decisions that also recognise and support the roles of senior management.
   

5.6 Committees of Academic Senate

Academic Senate committees are appointed with the approval of the Council, to assist Academic Senate to perform its functions. Academic Senate’s Committees are:

• Academic Senate Steering Committee
  
• Academic Policy and Quality Committee
  
• Research Policy and Quality Committee
  
• Academic Senate Courses Committee.
  

To protect the academic integrity and quality of the University’s education operations, Council expects Academic Senate to ensure that there is in place a suitable system of course advisory committees that are overseen and reviewed by Academic Senate. Such committees will provide advice and recommendations to the relevant academic leader on academic matters, including course and curriculum development and review, quality assurance and improvement. Accordingly, the Academic Senate has approved the establishment of various course advisory committees (CACs) as sub-committees of Academic Senate Courses Committee.

5.7 Academic Governance Diagram

The relationships, interactions and lines of separation between Council, Academic Senate, the Vice-Chancellor and management are illustrated in the following diagram, noting that the management structures shown are indicative only and may be changed by the Vice-Chancellor:

6. Governance at management level

6.1 Distinction between governance and management responsibilities

Council appoints and monitors the performance of the Vice-Chancellor and oversees and reviews the management of the University.

All officers and staff of the University other than the Vice-Chancellor are appointed, overseen and reviewed by the Vice-Chancellor or responsible management.

A clear distinction is maintained between governance and management responsibilities. Refer to part 3 above.

Under the Act both Council and the Vice-Chancellor have the power to delegate. Both Council and the Vice-Chancellor ensure that any such delegations are appropriate, documented, observed and regularly reviewed.

The Vice-Chancellor sets the administrative framework within which the operations of the University are carried out, and allocates roles and responsibilities to and through University management.

Within those frameworks, roles and responsibilities, staff are encouraged and expected to make responsible decisions with integrity.

It is recognised that, in some cases, the Vice-Chancellor and management may establish governance committees at the management level to provide advice and assurance in decision making. Whilst management may determine to reach decisions in this way, good-governance expectations are that management decisions are to be made by the responsible staff member acting within their area and limit of authority, not by committee. Council’s expectation is that committees will only be established if required and necessary. The need for an established committee should be reviewed regularly.

The University may establish committees to meet the requirements of external bodies or regulators. For example, under the National Statement on ethical conduct in human research, the University’s Human Research Ethics Committee reviews research involving human participants.

6.2 Prescribed roles

Legislation (including University legislation) prescribes certain roles, for example: the University Secretary in relation to University elections, student appeals and use of the Common Seal; the Registrar in relation to reviewable decisions and use of the Common Seal; and the FoI Officer in relation to the processing of FoI applications.

However, the appointment and oversight of these roles remains with the Vice-Chancellor and responsible University management.

7. Staff interests

In its decision making processes Council is informed of issues pertinent to staff and is guided by the following principles:

• ensuring that Council takes into account the best interests of the University's staff
  
• being appraised of staff perspectives on relevant issues which affect the University community
  
• upholding Council’s central role in recognising and protecting the academic freedom enjoyed by Swinburne staff and promoting free intellectual inquiry and expression in learning, teaching, and research activities
  
• ensuring that staff have input and involvement at the University.
  

These principles are implemented in a number of ways, for example:

• staff membership on Council when this is required by University legislation
  
• council receives regular reports from the Vice-Chancellor and senior management on matters affecting staff
  
• staff representation, elected and ex officio, on Academic Senate. Although Academic Senate is not a general forum for the representative voice of staff, staff membership ensures that staff views are part of the academic deliberative and decision making processes
  
• staff (including professional staff and academic staff, from central and academic units) sitting on various management and internal governance committees across the University, such as academic committees, safety committees, ethics committees and advisory committees
  
• the Vice-Chancellor and the Chair of Academic Senate sit on Council and, although they are not Council members in a representative capacity, provide a connection through to other staff forums
  
• regular University-wide staff surveys are conducted
  
• Council, through the strategic planning process, sets human resource related KPIs and receives regular reports against those.
  

8. Student representation

Council ensures that the University has student representation within its deliberative and decision-making processes and encourages students to participate in these processes.

The Commonwealth also publishes guidelines on the establishment of student representation through consultation between the University and our students.

Council reviews, on an ongoing basis, the most appropriate mechanisms by which Council can be informed of issues pertinent to students, consistent with the University’s governing Act.

Council ensures that the University applies the following principles to the inclusion of student representation within its deliberative and decision-making processes and to the encouragement of students to participate in those processes:

• an aim of student representation and participation is to ensure that Council is informed of the student perspective and takes into account the best interests of the University’s students as a whole
  
• the University has a broad range of student cohorts and views and therefore the University’s approach to consulting with students must recognise the diversity of student views
  
• student representation and participation should be inclusive and broad-based
  
• consultation should be authentic
  
• consultation should include both formal and informal mechanisms
  
• the process should inform decision-making processes but the University and its responsible bodies and officers continue to be responsible for the decisions.
  

Through the application of these principles, student representation is included in deliberative and decision-making processes of the University and students are encouraged to participate in these processes in a variety of ways, including:

• student membership on Council when this is required by University legislation
  
• having elected students on the Board of Swinburne Student Association (SSA), representing vocational education, higher education, postgraduate and international students
• having elected students on Academic Senate and certain Academic Senate Committees
  
• establishing and having elected students on School Academic Committees, representing undergraduate and postgraduate students
  
• the students elected to Council, SSAA, Academic Senate, the School Academic Committees and the Vocational Education Teaching and Learning Committee coming together to form the Swinburne “Student Representative Council”
  
• the Co-Chairs of the SRC and representatives of the Swinburne Student Union are each invited to present to Council annually to raise any matters relevant to students and to put forward views that they believe should inform Council in the exercise of its powers and functions
  
• student representation is included on University management committees where appropriate
  
• a variety of other points of engagement for students within the University, both formal and informal, such as management meetings with student representatives, monitoring and reporting on students’ views and experiences through social media channels, student surveys and student services benchmarking studies.
  

9. Academic freedom and freedom of speech

Academic freedom is one of the fundamental principles and defining characteristics of a university, and links to the notion of the academy where scholars have freedom of inquiry without fear of repression. Academic freedom therefore should not be restricted nor its exercise unnecessarily burdened by restrictions or burdens other than those imposed by law and set out here.

The principle of academic freedom and the expectation that it will be upheld by the University is enshrined in Commonwealth and State legislation:

• The Commonwealth Higher Education Support Act requires universities to have a policy that upholds free intellectual inquiry in relation to learning, teaching and research
• Under the University’s enabling Act, the appointment of Council members must have regard to the appointee’s appreciation of the values of a university relating to teaching, research, independence and academic freedom.

The freedom of lawful speech of staff and students of the University and visitors to the university is a paramount value and therefore should not be restricted nor its exercise unnecessarily burdened by restrictions or burdens other than those imposed by law and set out here.

Council affirms:

• that the University is committed to the free, open and critical expression of ideas
  
• the freedom of our scholars to learn, teach and research without external interference or pressure
  
• the right of our scholars to pursue their scholarly activities for the sake of knowledge itself
  
• the University’s commitment to open debate and the right of our scholars to engage in critical enquiry and public discourse.
  

With these rights of academic freedom come obligations and responsibilities, including:

• the obligation to comply with research ethics and safety requirements
  
• the expectation that our scholars will follow good and ethical academic principles
  
• the expectation that our scholars will be well informed and act with integrity^[30], and that claims made will be based on sound research and knowledge
  
• the responsibility to engage in critical enquiry and public discourse in good faith
  
• if a scholar chooses to engage in public discourse outside their expertise, to do so in their private capacity and not as a scholar of the University
  
• respect for the rights of others to respond
  
• the obligation to disclose private interests and affiliations and to avoid conflicts of interest.
  

To address the matters above in the context of this Governance Framework and to support the objectives set out in the University’s People, Culture and Integrity Policy, Council adopts the Model Code for the Protection of Freedom of Speech and Academic Freedom in Australian Higher Education Providers.

The Swinburne University of Technology, Academic & General Staff Enterprise Agreement provides undertakings in relation to changes to any policy which affects the freedom of University staff to provide public comment.  The amendments made to this Governance Framework to adopt the Model Code do not represent a change of policy and the Model Code should be read consistently with the University’s enterprise agreements and powers, rights and obligations under law including University legislation.

10. The University's internal regulatory framework

10.1 Overview

The University is established under the Swinburne University of Technology Act 2010 [PDF 291KB].

Within the parameters set by the Act (such as the power of the University to make its own University legislation and the powers of Council and the Vice-Chancellor to delegate), the University has established its own internal regulatory framework, as follows:

10.2 Regulatory hierarchy and processes

University statutes and regulations (made by Council, Academic Senate and the Vice-Chancellor), policies and procedures and guidelines will sit within an overall, defined framework that includes checks and balances and principles for managing, implementing and reviewing these instruments. These process requirements will operate to bring about consistency, and to ensure that the University’s regulatory instruments are approved and reviewed through appropriate channels.

University statutes and regulations sit at the top of the University’s internal regulatory hierarchy.

The Act and the University’s Governance and Administration Statute 2012 set out the requirements for making University statutes and regulations.

The basic function of University statutes and regulations is to make provision for those matters relating to the University that impose rights or confer obligations.

To the extent possible, policies are established to sit beneath University legislation. Such policies operate in support of the University legislation.

Some compliance-based policies may sit beneath external laws rather than University legislation. Some policies will not require a legislative base (for example policies relating to the general administration of the University).

Policies might be supported by a combination of procedures, guidelines or manuals, meaning that University legislation, policies and procedures, guidelines or manuals create a three-tiered, consistent hierarchy or structure.

The University’s internal regulatory framework should not be seen as being permanent. Rather, the framework and the documents within it should be reviewed periodically within a regulatory cycle, to ensure that it is current, appropriate and effective, and to reduce the risk of practices developing which conflict with it, and of informal arrangements being established.

Note that the register of delegations does not (and the requirement to keep the register was not intended to) include one-off delegations, for example delegating a person or committee to make a particular, specific decision or sign an agreement. 

11. Integrity

The University’s People, Culture and Integrity Policy, approved by the Vice-Chancellor and acknowledged by Council, sets out the University’s commitment to building a positive culture, promoting integrity and supporting University members and community and industry partners.

The University Council affirms its commitment to fulfilling the objects of the University and meeting Council’s responsibilities:

• consistent with legal requirements, the spirit of laws that apply to the University and community expectations
• by ensuring the University’s compliance processes meet the requirements of the current Australian Standards
• by overseeing and monitoring the University’s provision of a safe and supportive working environment for our staff and students
• by overseeing and monitoring an environment in which ethical conduct is expected, encouraged and supported with no tolerance for corrupt conduct, fraudulent activities and maladministration
• by setting risk management as an essential element of the University’s corporate governance framework and requiring the University to apply a Risk Management Policy and Framework based on the principles of the Risk Management International Standard (ISO 31000:2018) and the Victorian Government Risk Management Framework in order to identify, evaluate and manage its risks. Through the Audit and Risk Committee, Council ensures that an appropriate framework of enterprise risk management is effectively maintained by the University in accordance with University risk management policies, procedures and associated internal controls
• by requiring that responsible persons must be free from a conflict of interest, bias and inappropriate influence when making decisions and dealing with other persons or organisations on behalf of the University.
  

12. Connected Organisations

Council through its Audit and Risk Committee oversees and monitors the financial risk arising from participation in corporate entities, partnerships or joint ventures.

Audit and Risk Committee should receive reports on such connected entities, partnerships or joint ventures, where appropriate taking into account the nature, scale and scope of the entity, partnership or joint venture, the University’s connection to it and an assessment of risk.

12.1 Controlled entities

12.1.1 Audit and reporting requirements

A controlled entity under the Act is one that satisfies the test of control in s.3 of the Audit Act 1994.

The Act imposes specific audit requirements in relation to controlled entities.

Controlled entities are audited by the Victorian Auditor General and audit reports and consolidated financial statements are received and noted by Council and the Council’s Audit and Risk Committee.

12.1.2 Oversight of controlled entities

In addition to requirements set out in the Act, Council oversees controlled entities by:

• ensuring that the entity’s board possesses the skills, knowledge and experience necessary to provide proper stewardship and control of the entity
• where appropriate and consistent with the Constitution of the entity, appointing external directors to the board of the entity
• ensuring that the same gender equity principles that apply to the appointment of members of Council apply equally to the appointment of members of the controlled entities, including by ensuring that the relevant entity endeavours to achieve gender balance appointed members
• having Council’s Audit and Risk Committee oversee and monitor the financial and business affairs of controlled entities, including the provision of reports on performance at intervals and in the manner required by the Committee
• specifying that the requirements of the University’s Finance Policy and University delegation limits also apply to University controlled entities and that the activities and legal documents of controlled entities are also to be handled in accordance with the Corporations Act 2001 (Cth) and any protocols adopted by the boards of those entities, provided those protocols are within the restraints set by the Finance Policy and University delegation limits
• ensuring that the board of the entity, if it is active, adheres to governance principles consistent with this Governance Framework
  

Approvals

Footnotes

[1] National Committee of Chairs of Academic Boards/Senates Conference (October 2005); University Governance Triangle (Shattock (2012))

[2] Section 8 Swinburne University of Technology Act 2010

[3] Section 8(1) Swinburne University of Technology Act 2010

[4] Section 8(3)(a) Swinburne University of Technology Act 2010, Governance and Administration Statute 2011 and the Executive, Remuneration and Nominations Committee of Council

[5] Section 2 Voluntary Code of Best Practice for the Governance of Australian Public Universities, and the Executive, Remuneration and Nominations Committee of Council

[6] Section 8(3)(b) Swinburne University of Technology Act 2010

[7] Section 2 Voluntary Code of Best Practice for the Governance of Australian Public Universities

[8] Section 2 Voluntary Code of Best Practice for the Governance of Australian Public Universities

[9] Section 8(3)(d) Swinburne University of Technology Act 2010 and section 2 Voluntary Code of Best Practice for Australian Public Universities. This governance framework establishes some of those policy and procedural principles.

[10] Section 8(e) and Part 6 Swinburne University of Technology Act 2010 and the Resources Committee of Council

[11] Section 8(3)(f) Swinburne University of Technology Act 2010, the Audit and Risk Committee of Council, the Finance and Operations Committee of Council, the University’s Delegations and Risk Management frameworks

[12] Section 8(3)(f) Swinburne University of Technology Act 2010. Under section 20 of the Act the University has established the Academic Senate and made the Academic Senate Regulations

[13] Section 8(3)(h) and Part 6 Swinburne University of Technology Act 2010, Finance and Operations Committee ToR and Delegations framework

[14] Meeting 06/2014, 25 August 2014

[15] Sections 12 & 13 Swinburne University of Technology Act 2010

[16] Sections 12 & 13 Swinburne University of Technology Act 2010

[17] Sections 12 & 13 Swinburne University of Technology Act 2010

[18] Refer to Section 11 Swinburne University of Technology Act 2010

[19] Refer to Section 11 Swinburne University of Technology Act 2010

[21] Meeting 05/2021, 6 December 2021

[21] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct

[22] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct

[23] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct

[24] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct

[25] Adapted from the Victorian Public Sector Commission’s Director’s Code of Conduct

[26] Clause 11, Schedule 1 Swinburne University of Technology Act 2010

[27] Adapted from the definition in the glossary to TEQSA’s Regulatory Risk Framework (February 2012)

[28] Adapted from the national statement of purpose and functions for academic boards, as formulated by the Committee of Chairs of Academic Boards and Senates

[29] Section 4 Academic and Student Affairs Statute 2012; Section 4 of the Academic Senate Regulations 2013

[30] Refer to Universities Australia's Academic Integrity Best Practice Principles, 2017

[31] Section 23 Governance and Administration Statute 2012

[32] Section 23 Governance and Administration Statute 2012

[33] Section 26 Governance and Administration Statute 2012