Establish the governance framework for the University’s controlled and related entities.

This policy applies to Council.

Council's Responsibilities
Section 37 of the University of Canberra Act 1989 (ACT) provides the University may form, or participate in the formation of a company, or enter into a joint venture with another person, provided that the objectives or purposes of the company or joint venture are consistent with the functions of the University
These objectives may include:

1. providing facilities for study, research or education;
2. undertaking research, development, consultancy or other services for commercial organisations, public bodies or individuals;
3. aiding or engaging in the development or promotion of University research or the application or use of the results of university research;
4. preparing, publishing, distributing or licensing the use of literary or artistic work, audio or audio-visual material or computer software;
5. seeking or encouraging gifts to the University or for the purposes of the University;
6. promoting or assisting drama, music or the visual arts.

Council is responsible for approving the establishment and/or participation of the University in any company or joint venture and monitoring the systems of control and accountability, including the general overview of the functions and activities of any company or joint venture.
Council oversees these entities by:

1. ensuring that the entity's board possesses the skills, knowledge and experience necessary to provide proper stewardship and control of the entity;
2. ensuring that the board documents a clear corporate and business strategy which reports on and updates annually the entity's long-term objectives and includes an annual business plan containing achievable and measurable performance targets and milestones; and Controlled and Related Entities Governing Policy Approved Council C179 9 Sept 2016
3. establishing clear reporting requirements.

Approval to Establish a Controlled Entity or Participate in a Related Entity
The University must not form, or participate in the formation of, a company in which the University will have a controlling interest unless the memorandum or articles of association of the company provide that the company must not alter the memorandum or articles of association unless Council has by resolution, authorised the alteration.
Proposals to establish or participate in any entity must be submitted to Council, via the Finance Committee, for approval and include a copy of constitutional documents.

Board Appointments
Council will approve all appointments to the governing board of a Controlled Entity based on the advice of the governing board. Council will also approve any remuneration payable to these members.
Where possible, Council will appoint at least one independent Director to the governing board . An independent director is a director who is not a member of Council, an officer or student of the University.
Council will approve University appointments to the governing board of a Related Entity.

Reporting
Governing boards are responsible to report any matter to Finance Committee which may have a material impact on their financial position and their ability to meet budget and business plan objectives and outcomes, as soon as these matters come to light.
The governing board of a Controlled Entity and the University appointed Directors of related entities must report annually, or as otherwise determined by Council, to Council on:

• strategic objectives and progress; and
• key developments and initiatives/opportunities.

The governing board of a Controlled Entity must also provide to the Finance Committee :

• the annual business plan and budget for the forthcoming year (Nov);
• the annual Financial Statements of each entity for the previous year and any accompanying audit report (Apr); and
• a mid-year performance against budget report (July).

Policies
Governing boards may determine by resolution to adopt the policies of the University.

This policy is governed by the University of Canberra Act 1989 (ACT).
In developing this policy the University had regard to the Voluntary Code of Best Practice for the Governance of Australian Universities and the provisions of section 40B (1) (b) of the Human Rights Act 2004 (ACT).

Terms	Definitions
Related Entity	a separate legal entity in which the University holds an interest and University staff are appointed by Council to the governing body.
Constitutional Documents	those documents which define the existence of the entity and regulate the structure and control of the entity and its members. Examples include the Constitution, Memorandum of Association, Replaceable Rules, Trust agreements etc.
Controlled Entity	a separate legal body which the University has the capacity to determine the outcome of decisions about the entity's business and financial arrangements.
University Appointments	where a University employee is appointed by Council to a position on a related entity’s governing body.