Executive Committee Terms of Reference

TERMS OF REFERENCE

Urgency Power

1.       Council delegates to the Committee the authority exercise any of Council’s power or authority under the Flinders University Act 1966 (or otherwise).

2.       The Committee may only exercise the power delegated under paragraph 1 above in circumstances where both the Chancellor and the Vice-Chancellor consider that the matter is urgent and cannot be held over to the next ordinary meeting of Council, and:

a. calling a special meeting of Council is impracticable in the circumstances (for example, due to the inability to achieve a quorum on short notice or due to technological issues); or

b. the proposed use of the power is to approve a contract or other commercial arrangement which exceeds the Vice-Chancellor's financial delegation but is otherwise routine in nature (such as the renewal of an operating contract).

3.       The exercise of the power in clause 1 in good faith shall be valid notwithstanding it is later found the circumstances described in clause 2 did not exist at the time.

4.       Matters decided under the power in clause 1 must be reported to Council at its next ordinary meeting.

Advisory Responsibilities

5.        The Committee will consider and advise Council on matters relating to:

a.           the University’s Strategic Plan;

b.           policies reserved for Council approval where they are not policies relevant to the Audit and Risk or Finance and Investment Committees;

c.           contemporary governance requirements and expectations;

d.           the composition, structure, and operation of Council and its Committees;

e.           Council and Committee performance;

f.             emerging challenges and opportunities for the University; and

any other matter that the Chancellor, Vice-Chancellor, or other standing Committee may refer to it from time to time.

QUORUM

6. Quorum is half of the full membership plus one (ignoring any fraction).

PROCEDURES

7. Papers will ordinarily be circulated to members one (1) week prior to the meeting, and late papers will be circulated no less than two (2) days prior.

8. Apologies must be tendered in writing to the Executive Officer.

FREQUENCY OF MEETINGS

9. The Committee will meet at least four times per year, on dates agreed by the Committee.

REVIEW

10. The Committee will review its Terms of Reference and operation every two years.

11. Council will review the effectiveness of the Committee annually.

12. The Committee will be subject to the External Review of Council as per the Council Charter.

Membership

MEMBERSHIP REQUIREMENTS

13. The Committee shall comprise between one and two members of Council who are appointed in accordance with paragraph 14 below, and the ex-officio members specified below.

EX OFFICIO

14. The Committee shall include the following persons as ex officio members:

a. Chancellor;
b. Vice-Chancellor;
c. Deputy Chancellors; and
d. Chair, Academic Senate.

APPOINTMENT PROCESS

15. The non-ex officio membership of the Committee will be appointed by Council taking into account the advice and recommendations of the Chancellor and Vice-Chancellor.

CHAIR

16. The Chair shall be the Chancellor. If the Chancellor is not present, the Committee shall elect one of the other members to chair the meeting.

GENDER BALANCE AND DIVERSITY

17. The Committee should as far as reasonably practicable, having regard to the ex-officio membership of the Committee, be constituted of 40% men and 40% women, with the balance being of any gender.

TERM OF OFFICE

18. Committee members shall be appointed for a term determined by Council, which will ordinarily be for two (2) years and be eligible for reappointment.

19. Service in excess of six (6) terms, or 12 years, requires a special resolution of Council.

OBSERVERS

20. The following persons will ordinarily be observers at the Committee, but may be requested to leave or remain for any item as the Chair deems fit:

a. General Counsel & University Secretary; and
b. Senior Governance Officer (Council & Committees).

Current Membership