Controlled Entities

Controlled Entities

SUMMARY

The Controlled Entities Policy establishes the University’s governance framework for Controlled Entities.

Note: Delegations of Authority pertaining to the University's Controlled Entities are listed on the Controlled Entities tab on the Delegations of Authority page.

POLICY

1     PURPOSE

The Controlled Entities Policy establishes the University’s governance framework for Controlled Entities.

2     BACKGROUND

This Policy should be read in conjunction with the provisions of the Macquarie University Act 1989 (NSW), Public Finance and Audit Act 1983 (NSW) and the Macquarie University Risk Appetite Statement.

3     SCOPE

This  Policy  applies  to  all  officers  and  directors,  members,  employees,  consultants  and  contractors  of Macquarie University and its Controlled Entities.

4     DEFINITIONS

Commonly defined terms are located in the University Glossary. The following definitions apply for the purpose of this Policy:

Council: means the University Council which is the governing authority of the University, established under Part 3, section 8 of the Macquarie University Act 1989 (NSW).

Controlled Entity (CE): means a person, group of persons or body over which the University has control. Note: See also the definition of “controlled entity” in Section 16A of the Macquarie University Act 1989 (as amended); Sections 39 (1A) and 45A of the Public Finance and Audit Act 1983 and Australian Accounting Standard AASB 127 Consolidated and Separate Financial Statements.  Refer to the Controlled Entities Procedure for examples of evidence of control.

Macquarie University Group or Group: means Macquarie University and its Controlled Entities.

Director: means a member of a Board of a Controlled Entity.

5     POLICY STATEMENT

  1. The University may conduct activities through Controlled Entities.
  2. The Macquarie University Act (Act) requires that Council:
    1. must ensure that a controlled entity does not exercise any function or engage in any activity that the University is not authorized by or under the Macquarie University Act to exercise or engage in, except to the extent that Council is permitted to do so by the Minister.
    2. ensure:

      (1) that the governing bodies of controlled entities:

      1. possess the expertise and experience necessary to provide proper stewardship and control, and
      2. comprise, where possible, at least some members who are not members of the Council, or members of staff, or students of the University, and
      3. adopt and evaluate their own governance principles, and
      4. document, and keep updated, a corporate or business strategy containing achievable and measurable performance targets, and

      (2) that a protocol is established regarding reporting by governing bodies of controlled entities of the Council.

  3. The University will operate its controlled entities in accordance with the Act.
  4. The Council must approve:
    1. the establishment of a Controlled Entity, including details of the Member(s);
    2. the constitution of a Controlled Entity and any material amendments to it;
    3. the deregistration or liquidation of a controlled entity on the recommendation of the board of the Controlled Entity; and
    4. transfer of activities from a Controlled Entity to any another entity (including to the University or another University Controlled Entity) which would trigger an alteration to the constitutional objects of a Controlled Entity.
  5. The Vice-Chancellor will establish procedures and guidelines for the governance and operation of controlled entities to provide for:
    1. proper governance;
    2. minimization of risk to the University;
    3. maximization of returns and benefits to the University;
    4. appropriate reporting to ensure control and oversight by the Council.
  6. The Vice-Chancellor will provide an annual report to Council on compliance by the controlled entities of the University with the requirements of Section 16A of the Macquarie University Act.
  7. The Controlled Entity Member has obligations as defined in the Corporations Act and each CE’s constitution.

6     RELEVANT LEGISLATION

Macquarie University Act 1989 (NSW)

Public Finance and Audit Act 1983 (NSW)

7     KEY RELATED DOCUMENTS

Controlled Entities Procedure

Macquarie University Risk Appetite Statement

8     NOTES

8.1

Contact Officer

University General Counsel

8.2

Implementation Officer

Vice-Chancellor

8.3

Approval Authority / Authorities

Council (Resolution 18/26)

8.4

Date Approved

14 June 2018

8.5

Date of Commencement

14 June 2018

8.6

Date for Review

June 2021

8.7

Documents Superseded by this Policy

Controlled Entities Policy approved 1 October 2010

8.8

Amendment History

30 July 2018 – Minor amendment to incorporate standard policy template features, Purpose and Background sections, and standard ordering of document.

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