(1) This Procedure is effective from 28 March 2024. (2) This Procedure sets out operating practices and reporting requirements which apply to Deakin University controlled entities under University policy, consistent with good governance practice. (3) The University is committed to clearly documenting its expectations in regard to the governance of controlled entities and to providing high quality, constructive oversight to assist those entities to fulfil their governance responsibilities. (4) The University recognises that directors have a duty to act in the best interest of the entity to which they are appointed. This Procedure is designed to support directors of controlled entities to fulfil their duties through the application of good governance practices. (5) Directors of boards of controlled entities must ensure that the requirements of this Procedure are met, alongside the board’s obligations under legislation. (6) This Procedure is pursuant to: (7) As set out in clause 15 of the Commercial Activities and Entities Policy, the directors of a controlled entity will oversee its activities. (8) The board of a controlled entity will be constituted so that the combined membership has the skills, knowledge and experience necessary to provide proper stewardship and control of the entity. (9) The board of a controlled entity is responsible for ensuring that the entity has: (10) The board of a controlled entity must: (11) Board meetings must be held with appropriate frequency, with appropriate and timely written agenda, papers and minutes produced. (12) The board of a controlled entity must have: (13) The documents stipulated at clause 12 must: (14) For an incorporated entity, the entity’s constitution must include: (15) Directors of controlled entities must: (16) Boards of controlled entities must ensure that the entity has policies, which it may adopt from the University, to govern the good management of the entity, including to: (17) Reports on controlled entities must be made to the University Council and relevant Committees, as set out in the table below: (18) Reports must be provided to the relevant Committee Secretary: (19) The Office of General Counsel will provide a Company Secretary for a University controlled entity, unless other arrangements are approved by the board and the Vice-Chancellor. (20) The Company Secretary is responsible for ensuring that board procedures are followed and that all applicable laws are complied with. (21) All directors must have access to the advice and services of the Company Secretary. (22) The Office of General Counsel will maintain the following information on controlled entities: (23) Refer to Commercial Activities and Entities Policy.Controlled Entities Oversight and Reporting Procedure
Section 1 - Preamble
Section 2 - Purpose
Section 3 - Scope
Section 4 - Policy
Top of PageSection 5 - Procedure
Board of directors of controlled entities
Terms of reference or objects
Standards of conduct
REPORT
RESPONSIBILITY AND TIMING
REPORT ON TO COUNCIL
Regular Reports
Financial Statements for previous year
Corporate Governance Statements
Review by the board of its own performance
Board membership and credentials and details of any appointments and cessations during the yearReporting by the board of the controlled entity annually to the Finance and Business Affairs Committee (FBAC) meeting in February following conclusion of the reporting year.
Report to the March Council meeting (via FBAC Report).
Annual draft Business Plan for the following year
Quarterly reports on progress against Business Plan key performance indicators including financial performance, during the year
Annual draft Business Plan to the FBAC meeting in OctoberReport to the next available meeting of Council (via FBAC Report).
Mid and end-of-year reports of risk assessment of controlled entitiesReports by the Deputy Vice-Chancellor, University Services to the Audit and Risk Committee (ARC) at its meetings in February and September.
Report to Council at its meetings in March and September/October (via ARC Report).
Ad hoc Reports
Report on outcome of any audit review
Reports on any audit reviews of a controlled entity will be considered by the next available meeting of the Audit and Risk Committee.
Report to the next available meeting of Council (via ARC Report).
Amendments to Constitution or equivalent document
Any amendment to the Constitution or equivalent document must be reported by the controlled entity to the next available meeting of FBAC.
Report to the next available meeting of Council (via FBAC Report).
Company Secretary
Top of PageSection 6 - Definitions
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Annual Governance and Financial Statements
Business Plan and Quarterly Progress Reports
Submission of reports by the board of the controlled entity to FBAC as follows:
Quarterly reports in February (Q4 of previous year), May (Q1 of current year), September (Q2), October (Q3).
Risk Assessment Reports