Governance Charter
Overview
The University of Waikato exists for the dual purpose of creating and disseminating knowledge for the benefit of all its stakeholders. The University is committed to the highest standards of Governance as expressed in these Charter Principles.
These Principles are our touchstone for making decisions in Council.
Principle 1: Ethical Standards
Council observes and fosters high ethical standards.
The Education Act requires universities to maintain the highest ethical standards. Our values express what is important to the institution, and Council's decisions will be consistent with those values. The University's statutory role as "critic and conscience of society" demands that we uphold the highest standards of integrity. Failure to do so would undermine our credibility as critic and conscience of society.
Council expects our people to "do the right thing" for the University. Although Councillors represent the groups that nominated them, they are not delegates of such groups. Councillors apply their individual best judgment to decide contentious matters in the best interests of the University as a whole.
If there is a conflict of interest, or even a perception of conflicting interests, Councillors are expected to withdraw from the discussions on that matter without hesitation.
When Council acts as the appeal body it is guided by the principles of natural justice.
Principle 2: Council Membership
Councillors must be able to assess strategic initiatives and to monitor performance against the agreed strategy from an independent, objective perspective.
Council's authority is collective, exercised by majority vote. No individual can commit the organisation unless specifically authorised by the Council as a whole . The Vice-Chancellor's delegated powers are formalised by statute. The Vice-Chancellor is, by virtue of the Education Act, the employer of all University staff. Council doesn't influence staffing matters - this is an important aspect of academic freedom.
The constitution (membership) of Council is externally regulated by the Education Act 1989.
The current constitution complies with the Act and takes account of the following factors.
- The University is a complex organisation at the cutting-edge of knowledge in many fields. It operates best in a collegial style because the knowledge base of a university is very broad.
- In tertiary education, success primarily depends on attracting excellent staff and students. High calibre people are attracted by our reputation for excellence and by the productive learning/working environment that we offer.
- Council plays a role in building relationships with external stakeholders. Management maintains ongoing relationships with partners - such as with local government and other tertiary providers. Council members make their contact networks available to the University.
With these considerations in mind, Council is constituted as follows:
Four members appointed by the Minister for Tertiary Education
The Vice-Chancellor of the University of Waikato
One permanent member of the academic staff of the University of Waikato elected by the permanent members of that staff
One academic staff member elected by and from the members of the Academic Board of the University of Waikato
One permanent member of the general staff of the University of Waikato elected by the permanent members of that staff
One student member appointed:
- if membership of the Waikato Students' Union Inc. is compulsory, in the capacity as President of the Waikato Students' Union
- in any other case, following an election conducted in accordance with the University of Waikato Election of Members of the Council Statute
One member appointed to the Council after consultation with Business New Zealand
One member appointed by the Council after consultation with the New Zealand Council of Trade Unions
One member appointed by the Council after consultation with Te Ropu Manukura
One member appointed by the Council on the nomination of Te Arikinui
Up to five members who may be co-opted by Council
Subject to Section 173 of the Education Act 1989, the maximum number of occasions on which a person may be appointed or elected to Council is five four-year terms.
Council has a majority of independent members and is pro-active in the recruitment of new members with the aim of achieving a balance of skills and gender. New members receive thorough induction around this charter and operational features unique to tertiary education.
Principle 3: Performance Monitoring
Council identifies what matters for the University and measures progress in those areas.
The University values its performance culture. Within the framework of the Strategic Plan, Schools, Divisions and Departments are empowered to take value-adding initiatives.
As a learning institution, the University recognises individual and group achievement and rewards success. The University also absorbs the lessons learned in every experience.
Performance is monitored against the initiatives embodied in the Profile (Strategic Plan) and against agreed benchmarks for teaching / research quality and long-term financial viability.
The Council itself establishes Governance Goals each year. These focus the Council on adding value to the University. Council assesses its performance annually against these goals.
Principle 4: Council Committees
Committees enhance governance effectiveness in key areas requiring expertise, while acknowledging overall Council responsibility.
Under the Education Act, the Academic Board is tasked with advising Council on any matter impacting on teaching or research. To give of their best, the community of academics need to feel that they have a role in the determination of policy. At governance level, this is achieved in and through the Academic Board and by strong links between the Board and the Council. Academic Board is represented on Council by an elected member.
Council has established expert committees for Finance and Risk Management, which work with Management to develop strategy and manage the risks inherent in operating in a changing environment and with major projects. These committees include independent experts, enabling Council to take a strategic overview of these aspects of governance. The Chairs of the Finance and Risk Management Committees report directly to Council after every committee meeting.
Te Ropu Manukura is unique to the University of Waikato. Sixteen Iwi are represented on Te Ropu Manukura and are charged with guiding the University into an effective partnership with Maaori as envisioned in the Treaty of Waitangi. This relationship is part of our heritage.
An Executive Committee advises the Chancellor and Vice-Chancellor on governance matters and an Honours Committee considers nominations for honorary awards.
Principle 5: Reporting and Disclosure
Council demands integrity, balance and timeliness in the reporting of University affairs.
Meetings of Council and its Committees are open to the public under the provisions of the Local Government Official Information and Meetings Act 1987. The only exceptions to full disclosure are for specific agenda items that are judged to affect the privacy of natural persons or are commercially sensitive. Council endeavours to be as open as possible in all of its deliberations.
There are well-established processes for reporting to Council. The Chancellor reports on progress against Governance Goals and the Vice-Chancellor reports against Goals derived from the Strategic Plan. Committees work to their annual work plan and report to Council in a fully integrated manner.
Principle 6: Governance-Management Interface
A clear boundary is maintained between management issues and governance.
Council promotes a climate of mutual respect, trust and candour in its relations with Management; and nurtures a governance culture of constructive scepticism.
The principal functions of the Council are to monitor and evaluate the performance of the Vice-Chancellor, to adopt a charter and profile for the University and to ensure that it is managed in accordance with its charter and profile.
Current operational decisions are delegated to Management. The Vice-Chancellor is responsible to Council for agreed operational outcomes - not for how they are achieved. Councillors don't seek to influence operational matters. To do so would undermine the Vice-Chancellor's authority. In operational areas requiring Council approval, such as setting fees or the budget, Council considers the recommendation of the Vice-Chancellor. Council will usually have a high-level early input to major decisions through a principles paper considered at a previous meeting.
Council expects to be consulted on significant strategies and changes with a strategic impact viz. matters which affect future (not current) offerings to students and staff. Where the consideration of strategic initiatives does not align with scheduled meetings, the Vice-Chancellor is expected to raise these matters with the Executive Committee or with the Chancellor/Pro-Chancellor. Council prefers to consider the many strategic options which the University is considering at its October meeting in the context of the Profile, Budget and Domestic Fees decisions. Relations between the Council and the Vice-Chancellor are best described as that of a critical friend.
Principle 7: Remuneration
Remuneration of the Councillors and Vice-Chancellor will be transparent, fair and reasonable.
Council membership is regarded as a public service that is modestly rewarded. Notwithstanding this, Council seeks to offer fair rewards in the interests of attracting the best available talent. Compensation rates are based on meeting attendance and are set by Government. Council operates to an annual budget like every other part of the University, and the same policies apply as to all staff.
The University is a Crown Entity and hence the remuneration of the Vice-Chancellor is overseen by the State Services Commission. The SSC determines an appropriate salary band and requires that the total remuneration consists of a base salary and an at risk component. At the beginning of the year, the Vice-Chancellor negotiates personal goals that reflect performance expectations for the University and define the Vice-Chancellor's personal contribution to those goals. The Vice-Chancellor's achievement of those goals determines the share of the at risk component paid to him. The external members of the Executive Committee make this recommendation to Council.
Principle 8: Recognise and Manage Risk
The University aims to be risk aware rather than risk averse.
The Risk Management Committee verifies that the University has appropriate processes in place to identify and manage risks. This Committee has both Council and Management appointees. The annual audit programme is determined by the Committee and carried out by independent auditors.
Council and the Vice-Chancellor's Committee expect that reviews will be full and frank (but not destructive), in their assessments.
Annual Statements of Corporate Intent are written into the constitutions of subsidiary companies. These provide prior notice of significant policy shifts to those with a University-wide perspective.
TAMU which is part of the Tertiary Education Commission assesses the ownership risk to the Crown in each Tertiary Education Organisation. There is an open dialogue and full disclosure between Council, Management and TAMU on any matter that is relevant to the ongoing viability of the University.
Principle 9: Auditors
The Risk Management Committee assures Council of the integrity and independence of the external financial audit process.
The Auditor-General has determined that Audit New Zealand will audit the University. A formal engagement letter sets out the respective obligations of the external auditor and of the University. Council representatives sign a Letter of Representation detailing the assurances given.
Council, through the Risk Management Committee, seeks an assurance from the auditors that they have received the full co-operation of Management in fulfilling their role. Absolutely no pressure is applied to present anything other than full disclosure of the financial position.
Principle 10: Stakeholder Relations
University exists to create value for its stakeholders by ensuring that their interests are understood and that they are informed about matters of concern to them.
Council must discern the community interest. Genuine community consultation focuses on ascertaining how the University's services can be more valuable to stakeholders. It is about listening and asking questions and seeking advice on matters of importance to stakeholders.
The University solicits staff views in the formative stages of the Strategic Planning process. The University makes itself accessible to regional stakeholders through visiting them on their home turf and by fostering informed debate on emerging issues.
The Annual Report is a comprehensive and realistic statement of our situation that is endorsed by Council. When Council is required to make decisions that may be unpopular in some quarters, it will do so openly and after full discussion and debate with interested parties.
The Council may on occasion advocate for stakeholder strategic interests. Council may advocate strongly but Management must still assess and prioritise requests for additional resources.
These Principles are adapted from the Corporate Governance Principles and Guidelines of the NZ Securities Commission.
