Governance Framework Policy

PURPOSE

This policy outlines the key principles of governance at Leadership Institute Pty Ltd (LI).

SCOPE

Whole institute

PRINCIPLES

LI’s Governing Board acts for and on behalf of LI. It controls and manages the Institute’s affairs and concerns. Governing Board provides strategic leadership and is the governing authority of the Institute through:

• corporate governance;

• academic governance;

• executive management.

1. CORPORATE GOVERNANCE

Governing Board is responsible for LI’s corporate governance. This includes but are not limited to: 

• ensuring compliance with all legislative requirements and the Institute’s constitution;

• approving the vision, mission, values, and strategic direction of the Institute and monitoring performance in achieving the goals within the Strategic Plan;

• appointing a President to manage the affairs of the Institute, within the strategic framework approved by Governing Board;

• monitoring the performance of the President, approving remuneration and guidelines for the evaluation of performance;

• overseeing and monitoring risk management performance for LI;

• approving budgets and reviewing performance against budgets, to ensure business continuity;

• establishing, overseeing, and reviewing the implementation of Institute policies consistent with legislative requirements and community expectations;

• Delegating appropriate and relevant functions to management with clarity of purpose and understanding of the level of delegation, and monitoring the implementation of those delegations;

• Overseeing and monitoring the academic activities of the Institute to ensure that the quality of higher education is being maintained, including by conferring degrees awarded by the Institute and ensuring they are awarded legitimately;

• Approving significant commercial activities of the Institute;

• Setting the cultural and ethical tone of the Institute through engagement via regular and timely communication with stakeholders;

• Managing the Board’s own affairs through; monitoring and managing potential conflicts of interest, effectively managing its own operations, induction and professional development of members and reviewing and assessing Board's performance on an annual basis.

Governing Board may delegate its powers or functions to a member or standing committee of Governing Board, or a member of LI staff.

LI Organisational Chart

GOVERNING BOARD MEMBERSHIP

Governing Board is comprised of members who have relevant skills, expertise, experience and background to provide good governance for the Institute. Members are expected to act diligently and on an informed basis. Membership of Governing Board is:

• an independent Chair;

• three external members, appointed by the Governing Board with expertise in one or more of the following such as to ensure good governance:

o courses offered by the Institute;

o risk management;

o financial control;

o legal expertise.

• one Director (or delegated representative) nominated by the Board of Directors;

• President (ex officio);

• Chair, Academic Board (ex officio).

The Board may seek independent and external professional advice upon request.

Appointment of Chair

The Governing Board Chair is elected by all members of Governing Board from non ex officio members and shall serve for three years and be eligible for reappointment based on performance. The role of Governing Board Chair and President may not be held by one individual.

Secretary

A suitably qualified person is appointed as secretary by Governing Board from within or outside the organisation.

Terms of Office

• non ex officio members of the Governing Board shall serve for a three-year term, renewable at the discretion of Governing Board.

• ex officio members of Governing Board have terms of office for the duration of their employment at LI;

• casual vacancies shall be filled by invitation of Governing Board and shall serve only the remaining period of the member they replace.

Quorum and Conduct of Meeting

At any meeting 50% of members form a quorum. If a quorum is not present the meeting will lapse. In such cases the Chair and those members present may consider business that was to be addressed. Any proposed actions or recommendations are forwarded to all members of the Board for their consideration and possible endorsement via flying minute.

Frequency of Meetings

Governing Board meets at least four times per year. One of the meetings is the Annual General Meeting.

Standing Committees and Boards of Governing Board

Governing Board is supported in its operation by the following committees and boards which have their own terms of reference approved by Governing Board. These include:

• Academic Board

• Finance and Budget Committee

• Risk Management Committee

The responsibilities of Academic Board are outlined in the Academic Board Terms of Reference Policy. The responsibilities of other committees are outlined in the Governing Board Terms of Reference Policy.

Governing Board may form a subcommittee, working group or working party of Governing Board.

Governing Board also approves the terms of reference for the Student Representative Group (SRG). SRG is a forum of Registrar, academic, student support staff, and student representatives whose consider, evaluate and monitor the quality and effectiveness of academic, administrative and student support services and functions.

Strategic Framework

The vision, mission, values, goals and graduate attributes of LI are detailed in the rolling five-year LI Strategic Plan which is reviewed annually against performance. Governing Board is responsible for the LI Strategic Plan, including budget implications for goals and projects. The various LI operational plans contain planned outcomes in terms of deliverables or performance targets. These plans are reviewed annually in light of the planned priorities of the Institute, and are modified when required. The President is responsible to Governing Board for the performance of LI in meeting the goals set out in the Strategic Plan.

Induction and Training

Governing Board members need to maintain currency in skills, knowledge and commitment to the vision, mission and values of LI. The Chair of Governing Board is responsible for ensuring that Governing Board members are provided with appropriate induction and regular professional development to improve competencies.

Self-Evaluation and External Moderation

Governing Board periodically conducts self-evaluations and commissions external moderations of governance to provided recommendations for improvement.

Removal from Office

Governing Board may remove a member of the Board from office for failure to disclose conflict of interest, failure to act in the best interest of the Institute, non-exercising of independent judgment, disclosure of confidential material or failure to attend two or more consecutive meetings. The removal from office may be effected only at a meeting of Governing Board of which notice (including notice of the motion that the member concerned be removed from office for breach of duty) was duly given. The motion for removal must not be put to the vote of the meeting until the member concerned has been given a reasonable opportunity to reply to the motion at the meeting, either orally or in writing. If the member to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.

2. ACADEMIC GOVERNANCE

Academic Board has the delegated responsibility from Governing Board for academic governance of LI. This includes responsibility to review, monitor and ensure academic standards and quality assurance. These will be in accordance with the Higher Education Standards (Threshold Standards) and other requirements of Tertiary Education Quality Standards Agency (TEQSA).

Induction and Training

Academic Board members need to maintain currency in skills, knowledge and commitment to the vision, mission and values of LI. The Chair of Academic Board is responsible for ensuring that Governing Board members are provided with appropriate induction and regular professional development to improve competencies.

Self-Evaluation and External Moderation

Academic Board periodically conducts self-evaluations and commissions external moderations of governance to provided recommendations for improvement.

3. EXECUTIVE MANAGEMENT

Governing Board appoints and monitors the performance of the President and oversees and reviews the management of the Institute. All staff of LI other than the President are appointed, overseen and reviewed by the President or delegated authority. A clear distinction is maintained between governance and management responsibilities. The President designates roles and responsibilities to and through the LI Executive Management Team (EMT). EMT responsibilities are outlined in the Executive Management Team Terms of Reference Policy.