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Governance and Management Guidelines


Purpose

  1. The purpose of these guidelines is to outline the systems and arrangements that are in place in support of effective governance and management at the University of Waikato.
  2. They outline the role of Council and the authorities of the Vice-Chancellor, and are subject to regular review.

Legislative framework

  1. Identified below are the key Acts of Parliament under which the University operates:

    University of Waikato Act 1963

    • formally establishes the University of Waikato
    • defines the constitution of the University.

    Education Act 1989

    • defines academic freedom in s161
    • defines the characteristics of universities in New Zealand in s162(4)(a)
    • defines the governing body of the University as the Council in s165(1)(a)
    • defines the requirements as to the constitution of the Council in s171
    • defines the functions of the Council in s180
    • defines the duties of the Council in s181
    • requires the institution to consult with appropriate bodies in determining policies and requires the establishment of an academic board in s182
    • defines the limits of personal liability of members of the Council under s183
    • defines the powers of institutions (including universities) in s192
    • defines the powers of the Council in s193
    • establishes and defines the role of the chief executive (Vice-Chancellor) in s196
    • defines institutions (including universities) as Crown entities for the purposes of particular sections of the Crown Entities Act 2004 and Public Finance Act 1989 in s203.

    State Sector Act 1988

    • designates the chief executive as the employer of all staff.

The proper conduct of Council business

  1. Members of Council must perform their roles with the utmost integrity and good faith and must apply the following principles:
    1. Members are appointed to Council, not as representatives of, or advocates for, particular stakeholder or interest groups, but rather to serve the best interests of the University.  Therefore, their advice and decisions must always be based solely on the best interests of the University.
    2. Members of Council must disclose any conflict of interest, real or apparent, with regard to all Council matters, in accordance with the Rules of Procedures for Council and its Committees.
    3. In carrying out University business, which includes making appointments, awarding contracts or recommending individuals for awards and benefits, Council members must make choices solely on merit.
    4. Members of Council must be scrupulously honest in their dealings in Council business and must refrain from accepting, directly or indirectly, any payment, gift or favour that could compromise, or appear to compromise, their integrity or objectivity.
    5. Members of Council are publicly accountable, and therefore open to public scrutiny, for their decisions and actions as members of Council.Subject to the Privacy Act 1993 and the Official Information Act 1982, members of Council must be as open as possible about their actions and decisions as Council members. They must be willing to give reasons for those actions and decisions.
    6. A resolution by Council is collective and binding on all members. Management and staff are entitled to receive unequivocal support from all Council members in the implementation of Council policies and decisions.
    7. In the conduct of Council business, members must follow the Rules of Procedure for Council and its Committees.

Appointment of the chief executive and monitoring of performance

  1. A key function of Council under s180(1) of the Education Act 1989 is to appoint a chief executive in accordance with the State Sector Act 1988, and to monitor and evaluate his or her performance. The power of Council to appoint a chief executive cannot be delegated (s222(1)).
  2. The process by which Council appoints a chief executive is as follows:
    1. Council will appoint a committee to select and recommend candidates for chief executive.
    2. Council will define the terms of reference for the selection committee and the terms of reference will include responsibility to recommend a remuneration package.
    3. The selection committee will call for and consider applications from external candidates and from internal staff members.
  3. Subject to the authority of the State Services Commissioner under the State Sector Act 1988, authority to appoint to the position of chief executive and to approve the conditions of employment, including the remuneration package, rests with Council.
  4. Council will establish performance criteria, goals and methods of appraisal of the chief executive, and will monitor and evaluate annually the performance of the chief executive accordingly.
  5. Subject to the authority of the State Services Commissioner under the State Sector Act 1988, authority to approve any changes to the conditions of employment of the chief executive, including the remuneration package, rests with Council.

Charter

  1. Council will regularly, and at least every 10 years, review the Charter of the University.
  2. Council will ask the chief executive to recommend a process for the review of the Charter. Responsibility for the final approval of the review process rests with Council.
  3. Council delegates to the chief executive responsibility for implementing the review process.
  4. Responsibility for determining whether to retain a Charter and, if it is to be retained, for final approval of any revisions, rests with Council. This responsibility cannot be delegated.
  5. The chief executive is responsible for the management of the University in compliance with the Charter.

Strategic planning and management

  1. The chief executive is responsible for the development and regular review of the University's strategic planning framework and the documents (e.g. Vision, University Strategy and supporting plans) that make up that framework.
  2. The chief executive will ensure that the strategic planning framework is developed cooperatively with the understanding and involvement of the University community and is made widely available.
  3. The chief executive will ensure that key planning goals and processes have been debated by the Academic Board and Council.

Investment Plans

  1. Council delegates to the chief executive responsibility for the development of Investment Plans for the purposes of seeking public funding, at the intervals and in the form required by the Tertiary Education Commission under s159(p) of the Education Act 1989.
  2. The chief executive is also responsible for ensuring that Investment Plans and the University's strategic planning framework are consistent with each other.
  3. Responsibility for final approval of Investment Plans, including any subsequent variations to approved Investment Plans, rests with Council. This responsibility cannot be delegated.
  4. The chief executive is responsible for managing the academic and administrative affairs of the University in accordance with the current Investment Plan.

Annual budget

  1. Council delegates to the chief executive responsibility for the development of an annual budget, within the fiscal constraints established by Council, to achieve the goals, priorities and commitments defined in the strategic planning framework and current Investment Plan.
  2. The annual budget is considered by the Audit and Risk Committee before being recommended to Council for approval.
  3. Final approval of the annual budget and any subsequent variations to the approved budget are the responsibility of Council and cannot be delegated.

Annual Report, Statement of Service Performance and Financial Statements

  1. Council delegates to the chief executive responsibility for the development of an Annual Report, including an annual Statement of Service Performance and Financial Statements, in accordance with the requirements of s220 of the Education Act 1989.
  2. In light of a range of considerations as outlined in the terms of reference, including any advice received from the auditors and management, the Audit and Risk Committee makes a recommendation to Council regarding the adoption of the University's Annual Report, Statement of Service Performance and Financial Statements.
  3. Authority to approve the Annual Report, including the audited Financial Statements and audited Statement of Service Performance, rests with Council.

Policies and regulations

  1. Under s180 of the Education Act 1989, Council is responsible for determining, subject to the State Sector Act 1988, the policies and regulations of the University in relation to the management of its affairs and the implementation of its Investment Plan.
  2. Under the Delegation of Powers Statute, and through the committee framework approved by Council, Council delegates to particular committees and staff of the University responsibilities and authorities, many of them in regard to the determination and implementation of policies and regulations.
  3. Unless it relates to a specific matter in which authority has been delegated by Council to the chief executive or to the Academic Board, responsibility for the approval of regulations or policies in relation to academic matters rests with Council. Council and the chief executive will first consult with the Academic Board before taking any decision on an academic matter.
  4. The chief executive is responsible, by virtue of s196 of the Education Act 1989, for managing the University and must do so in accordance with policies and regulations determined by Council and under delegated authority of Council.
  5. Council delegates to the chief executive responsibility for the determination of policies and regulations in relation to the administrative affairs of the University, provided that they are consistent with the University's current strategic planning framework, Investment Plan and academic policies determined by, and under delegated authority of, Council.

Equal employment opportunities and equal educational opportunities

  1. Council delegates to the chief executive responsibility for the development, approval and implementation of annual Equal Employment Opportunities (EEO)/Diversity and Inclusion programmes.
  2. The chief executive will report these EEO/Diversity and Inclusion programmes annually to Council.
  3. Council delegates to the chief executive responsibility for the preparation of reports on the implementation of annual EEO/Diversity and Inclusion programmes within the Annual Report, as required under s220 of the Education Act 1989.
  4. Council delegates to the chief executive responsibility for ensuring that the University's strategic planning and policy frameworks take account of the provisions in s181 of the Education Act 1989 concerning equal educational opportunities for the communities served by the University.
  5. The chief executive will ensure that the activities and policies of the University in support of equal educational opportunities are reflected in the Annual Report as required under s220 of the Education Act 1989.

Key matters that require specific approval by Council

  1. Irrespective and independently of any processes or decisions associated with the development and approval of plans, policies and financial statements, responsibility for the following decisions rests with Council and cannot be delegated:
    • mergers with, or acquisition of, other institutions or organisations
    • disposal of University facilities or activities valued at more than $1M
    • sale or purchase of land, or the leasing of land or property for longer than 5 years or for a cost (for the full term of the lease) exceeding $1M
    • establishment of superannuation schemes
    • the setting of tuition and other fees payable by students.

Delegations to the chief executive in financial matters

  1. Council delegates to the chief executive authority to
    1. accept gifts, and bequests to the University, either on trust or otherwise
    2. arrange for the manufacture and distribution (by sale or otherwise) of any article bearing a mark, symbol or writing that is associated with the University
    3. arrange for the provision of goods and services to staff and students of the University or other persons using University facilities or attending University occasions
    4. establish, maintain and operate bank accounts in the name of the institution at any registered bank
    5. authorise all expenditure within the budget that has been approved by Council, including both operating expenditure and capital expenditure
    6. approve expenditure up to 5% in excees of budget, provided that the University's agreed fiscal strategy and financial objectives are met.
  2. Any expenditure authorised by the chief executive under section 39(f) above must be reported to the next meeting of the Finance Committee.
  3. The chief executive is required to disclose the details of any unusual or unbudgeted expenditure to the Finance Committee.

Approved by Council, 18 May 2016


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