The Controlled Entities Policy establishes the University’s governance framework for Controlled Entities in order to ensure effective systems of control and accountability.
|To establish a Controlled Entities governance framework that:
The Macquarie University Act 1989 (NSW) provides for the University Council to establish Controlled Entities (Section 16A.) Such entities must not exercise any function or engage in any activity which the University is not authorised to undertake. This Policy establishes the governance framework and reporting requirements relating to the University’s Controlled Entities.
The University has a number of Controlled Entities. Each is a separate legal entity, governed by its own Board of Directors, but each is also connected to the University legally, financially and operationally.
Company: a Controlled Entity
Constitution: the Constitution of the Controlled Entity
Control: where the University dominates the company’s decision-making, either directly or indirectly through controlling the composition of the Board, control of more than 50% of voting rights or controlling more than 50% of the share capital.
Controlled Entity: a person, group of persons or body of which the University or the Council has control within the meaning of Section 39 (IA) or 45A (IA) of the Public Finance and Audit Act 1983 (NSW)
External: in relation to Board members of a Controlled Entity means a member not being a staff member or student of the University or a member of the University Council.
|This policy applies to staff of the University and its Controlled Entities.|
| UNIVERSITY COUNCIL|
The University Council will:
Only Council can approve the establishment of, acquisition of, or participation in a Controlled Entity.
Council must consider, and approve as appropriate, the Vice-Chancellor’s preliminary proposal, full proposal and recommendation on the potential establishment or acquisition of a Controlled Entity.GOVERNANCE PRINCIPLES
A Board must provide Council with a statement of, and any subsequent amendments to, its Governance Principles.
A Controlled Entity Board will annually review and, where necessary, amend its statement of Governance Principles.CONSTITUTION
The Constitution of a Controlled Entity must require University Council approval for the Constitution and any subsequent amendments.
A Controlled Entity’s Constitution can only be amended in accordance with the requirements of the Constitution.STRATEGIC PLAN AND BUSINESS PLAN
A Controlled Entity must document and keep updated a Strategic Plan, containing achievable and measurable performance targets, and including a Business Plan.
Council must approve a Controlled Entity’s initial Business Plan prior to the establishment of, acquisition of, or participation in the entity.
A Controlled Entity must seek approval from Council in advance of any proposed amendments to, or replacement of, its Business Plan.
A Controlled Entity will review its Business Plan and performance against the Business Plan, as required by Council, and report to Council on the outcomes of those reviews.CONTROLLED ENTITYA Controlled Entity will:
The General Counsel will advise the Board of Council’s reporting requirements.
Reporting will be in accordance with applicable accounting and other standards.
The Directors will ensure that Annual Financial Statements are prepared in accordance with the requirements of the Authorities and Companies Act 1997 (Cwlth) and the Department of Education, Employment and Workplace Relations.
The Directors will facilitate an audit of these Annual Financial Statements by the Auditor-General of New South Wales.The Controlled Entity will comply with Council reporting requirements, including but not limited to:
The Controlled Entity will immediately advise the Vice-Chancellor or General Counsel of any threatened or potential legal action involving the Entity.
Where the University is the sole shareholder or sole voting member of a Controlled Entity, the Council is the body which acts as the shareholder or member for the purpose of annual or general meetings of the Entity. Council may appoint the Vice-Chancellor or other senior University Officer as its corporate representative at any or all of those meetings.
Where the University is a shareholder or a voting member of a Controlled Entity, and there is more than one shareholder or voting member respectively, Council will appoint its corporate representative to represent the University at meetings of the shareholders or members.COMPLIANCE AND BREACHES The University may commence applicable disciplinary procedures if a person to whom this policy applies breaches this policy (or any of its related procedures).
|Contact Officer||Chief Financial Officer|
|Date Approved||1 October 2010|
|Approval Authority||Deputy Vice-Chancellor and Chief Operating Officer|
|Date of Commencement||1 October 2010|
|Amendment History||November 2011 – Compliance and Breaches statement added|
August 2011 – policy reviewed and Date for Next Review extended to 3 years
|Date for Next Review||October 2013|
|Related Documents||Authorities and Companies Act 1997 (Cwlth)|
Macquarie University Act 1989 (NSW)
Public Finance and Audit Act 1983 (NSW)
|Policies / Rules Superseded by this Policy||Nil|
|Keywords||Controlled, Entity, Board, Director, Reporting, Governance, Constitution, Business Plan, Strategic Plan|