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Commercial Activities and Entities policy

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Section 1 - Preamble

(1) This Policy was approved by the Council on 4 October 2012 and includes amendments to 10 November 2016.

(2) This Policy includes the following schedule:

  1. Schedule A: Commercial Activity or Establishing an Entity Proposal Checklist
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Section 2 - Purpose

(3) This Policy ensures the undertaking of commercial activities and the establishment of entities comply with the University's statutory obligations.

(4) The Commercial Activities and Entities procedure documents how to comply with this Policy.

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Section 3 - Scope

(5) This applies to all commercial activities of the University including the establishment and operation of controlled entities and membership of, or participation in, affiliated entities.

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Section 4 - Policy

(6) The University may undertake commercial activities consistent with its strategic direction and relevant legislation and its objects or functions.

(7) The Ministerial Guidelines concerning commercial activities in accordance with Part 6, Division 6 of the Deakin University Act 2009 (Vic) must be adhered to.

Approval

(8) The Vice-Chancellor must approve the referral of proposals to undertake commercial activities or establish or participate in a controlled or affiliated entity to the Finance and Business Affairs Committee (FBAC). FBAC will evaluate proposals and make recommendations to Council, who approve all such proposals.

Boards, Directors and Shareholder Representatives

(9) Where appointment of directors is required, such appointments will be made by the Vice-Chancellor and will be reported to the next scheduled meeting of Council via the FBAC.

(10) Directors approved by the Vice-Chancellor must have completed the Australian Institute of Company Directors course and be entitled to use the post nominal "GAICD" (Graduate of the Australian Institute of Company Directors).

(11) Directors appointed by the University will follow the Guide to Deakin University-Appointed Directors.

(12) The Vice-Chancellor can appoint shareholder representatives and proxies.

(13) The Board of a controlled entity will oversee its activities taking into account the Charter for Boards of Deakin University-Controlled Entities.

Exemptions

(14) The Vice-Chancellor must:

  1. approve any exempt commercial activity
  2. report the approval to the next scheduled meeting of Council via the FBAC
  3. report annually to the Audit and Risk Committee listing all approvals for exempt commercial activities.

Monitoring

(15) The University Solicitor must maintain a register of commercial activities.

(16) The CFO must:

  1. regularly monitor the performance of University commercial and non-commercial activities and report to the Council through FBAC
  2. monitor significant activities of controlled entities and report regularly through FBAC to Council
  3. review the risks associated with University's participation in controlled and affiliated entities every six months
  4. review the University's participation in affiliated entities every year
  5. report through FBAC to Council on any proposals governing the transfer of ownership of the University's controlled entities or investments in controlled entities.
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Section 5 - Procedure

(17) Refer to the Commercial Activities and Entities procedure.

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Section 6 - Definitions

(18) For the purpose of this Policy:

  1. Affiliated entity: an entity (excluding University-controlled entities and excluding any shareholdings in the University's investment portfolio) which the University has the ability to influence, but not the power to control.
  2. Commercial activities: as defined in the Guidelines concerning property, finance and commercial activities in accordance with Part 6 Division 6 of the Deakin University Act 2009.
  3. Controlled entity: an entity over which the University has the capacity to control decision-making, directly or indirectly, in relation to the financial and operating policies.
  4. Exempt commercial activity: Council has delegated authority to exempt some commercial activities from this policy. Commercial activities that can be approved as exempt by the Vice-Chancellor are those where the annual expenditure budget for the activity does not exceed $1.5 million or, in the opinion of the Vice-Chancellor, the activity does not expose the University to any undue financial or other risk.