View Current

Commercial Activities and Entities policy

This is the current version of this document. To view historic versions, click the link in the document's navigation bar.

Section 1 - Preamble

(1) This Policy is effective from 10 October 2023.

Top of Page

Section 2 - Purpose

(2) This Policy describes how the University will undertake Commercial Activities and establish entities in a manner that:

  1. supports the objectives of the Commercial Activity; and
  2. complies with the University's statutory obligations.
Top of Page

Section 3 - Scope

(3)  This Policy applies to all Commercial Activities of the University, including the establishment and operation, membership of, or participation in, entities, unless otherwise approved by Council.

Top of Page

Section 4 - Policy

(4) The University may undertake Commercial Activities consistent with its risk appetite, strategic direction, opportunities, relevant legislation and its objects or functions.

Relevant legislation

(5) The relevant legislation includes the:

  1. Deakin University Act 2009 (Vic);
  2. Ministerial Guidelines concerning commercial activities in accordance with Part 6, Division 6 of the Deakin University Act 2009 (Vic);
  3. Financial Management Act 1994 (Vic); and
  4. Audit Act 1994 (Vic).

Vice-Chancellor Approvals

(6) The Vice-Chancellor has the authority to approve a proposal to engage in any Commercial Activity, including to establish or participate in an Entity and any change to the participation in, or structure of, a Commercial Activity, that is within the general delegated authorities of the Vice-Chancellor as authorised by Council from time to time.  Any such approval granted by the Vice-Chancellor must be in accordance with the Guidelines.

Council Approvals

(7) Except for commercial activities covered by clauses (6) and (9), the Vice-Chancellor must refer proposals relating to establishing or participating in a Commercial Activity or an Entity that they endorse, to the Finance and Business Affairs Committee (FBAC).

(8) Finance and Business Affairs Committee will evaluate proposals received from the Vice-Chancellor in accordance with clause (7), and make recommendations to the University Council for Council to consider and approve the Commercial Activity.

Exempt Commercial Activities

(9) In accordance with the application of 4(k) of the Ministerial Guidelines, commercial activities that meet the following criteria are exempt from the application of the Ministerial Guidelines:

  1. where the University’s expenditure or investment over the proposed life cycle of the Commercial Activity does not exceed $2 million; and/or
  2. the potential uninsurable liability faced by the University in the event of failure of the Commercial Activity does not exceed $2 million.

Boards, Directors and Representatives

(10) The Commercialisation and Commercial Activities Committee may on the recommendation of a member of the Committee, approve the appointment of an individual as a director, shareholder nominee director or representative as required by this Policy or any activity of the University. In determining a suitable appointment, the Commercialisation and Commercial Activities Committee will consider the entity board’s skill matrix, current board members and the diversity of Deakin’s representatives.

(11) For interim periods where Deakin does not have a nominated Director, the Commercialisation and Commercial Activities Committee may nominate a staff member to attend a Board meeting in an observer capacity on behalf of the University.

(12) To be eligible for appointment as a director, shareholder nominee director or observer individuals 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).

(13) Directors, shareholder nominee directors and observers appointed by the University must follow the Guide to Deakin University Appointed Directors and should report to Deakin on all aspects in the Guide, including by sharing board minutes.

(14) Approval of appointees by the Commercialisation and Commercial Activities Committee will include terms defining the scope and limitation of the appointee’s authority to make decisions on behalf of Deakin (which will not exceed the authority available to that individual under Deakin’s other policies).

(15) The directors of a Controlled Entity will oversee its activities, taking into account the Charter for Boards of Deakin University Controlled Entities.

(16) Remuneration will be offered to appointees commensurate with the skills and responsibilities required by the entity board and the appointee’s experience.

(17) The Office of General Counsel will ensure that the constitution of all new wholly owned entities allows the appointment of shareholder nominee directors.

Monitoring and reporting

(18) The General Counsel must maintain a register of University Commercial Activities.

(19) Finance and Business Affairs Committee is responsible for the oversight and annual review of the financial performance of all Commercial Activities and Entities established or approved under this Policy.

(20) Audit and Risk Committee is responsible for the oversight and annual review of the risk management of all Commercial Activities and Entities established or approved under this Policy.

(21) The Chief Financial Officer must:

  1. monitor the performance of commercial activities and report significant issues to the Council through Finance and Business Affairs Committee;
  2. annually report to the University Council through the Finance and Business Affairs Committee on:
    1. the performance of commercial activities;
    2. the membership of boards of University controlled entities including directors in office, their credentials and details of any appointments and cessations during the reporting period
  3. monitor the risks associated with University's participation in commercial activities and report on significant risks to the University Council through Audit and Risk Committee; and
  4. report through Finance and Business Affairs Committee to the University Council on any proposals to:
    1. transfer ownership of, or relinquish a controlling interest in, the University's Controlled Entities or investments in Controlled Entities; or
    2. significantly change the University’s participation in a Commercial Activity.
Top of Page

Section 5 - Procedure

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

Top of Page

Section 6 - Definitions

(23) For the purpose of this Policy:

  1. Commercial Activity: is defined by the Guidelines as including ‘the provision or sale by the University (or the University in partnership, joint venture or association with others) of property, goods, services or things with a view to a profit, and the acquisition by the University of property, goods, services or things for that purpose, but does not include and Exempt Commercial Activity, or:
    1. the supply of educational services to students including students whose enrolment is governed by the Education Services for Overseas Students Act 2000, or the awarding of qualifications, degrees or other awards;
    2. an activity that is conducted by the University which primarily supplies goods and/or services to students and staff of the University:
    3. an activity that is conducted on a not-for-profit basis;
    4. an activity undertaken principally pursuant to a grant from or funding agreement with the Commonwealth, or a State or Territory;
    5. research, or research that leads to the provision, sale or acquisition of the property, goods, services or things that are the result or product of that research;
    6. the exercise of any of the investment powers in sections 40, 41, 42, 45 or 46 of the Act;
    7. the sale of cars or other items that were purchased by the University principally for the purpose of conducting the non-commercial functions of the University;
    8. contracts for delivery of a service by the University for a fee;
    9. leases or licenses on arm’s-length commercial terms which relate to the provision of goods or services to students and staff of the University;
    10. an activity undertaken by a legal entity that is not a controlled entity of the University, such as a company in which the University has an interest.
  2. 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.
  3. Entity: a company, association, trust, partnership or joint venture.
  4. Exempt Commercial Activity: means an activity that is exempt from this Policy as defined in clause (9).
  5. Guidelines: means any guidelines issued by the relevant Minister concerning commercial activities in accordance with Part 6, Division 6 of the Deakin University Act 2009 (Vic).