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Governance (Finance Committee) Rule 2021

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Section 1 - Introduction

Name of Rule

(1) This Rule is the Governance (Finance Committee) Rule 2021.

Commencement

(2) This Rule commences on 2 August 2021 under resolution CNL161/2.

Purpose

(3) This Rule is enacted to establish the Finance Committee and to confer on that Committee certain functions under the Charles Sturt University Act 1989.

Authority

(4) This Rule is made pursuant to authority granted to the Council under clause 4(1) of Schedule 1 of the Act, and sections 20 and 32 of the Act.

Notes: Clause 4(1) of Schedule 1 of the Act states that the Council may establish committees to assist it in the exercise of its functions and may delegate to the Committee, under section 20 of the Act, all or any of its functions. Section 32 of the Act states that the Council may make rules with respect to the functions, processes and procedures of committees of the Council.

Glossary

(5) In this Rule, unless the contrary intention appears:

  1. Act – means the Charles Sturt University Act 1989.
  2. By-law - means the Charles Sturt University By-law 2005.
  3. Committee - means the Finance Committee established under this Rule in accordance with clause 4(1) of Schedule 1 of the Act.
  4. Council - means the University Council established under Part 3 of the Act.
  5. External person - means a person other than a member of the academic or general staff of the University or an undergraduate or graduate student of the University, as set out in section 8A of the Act. The University Governance Framework further provides that the person may not be an executive, employee or student of the University’s controlled entities, and must be free from any business or other relationship which could materially interfere with the unfettered and independent exercise of their judgement (refer clause 76).
  6. University Secretary - means the Secretary appointed under the By-law and includes a person or persons appointed to act on behalf of the Secretary from time to time.

(6) In this Rule, unless the contrary intention appears:

  1. a word or term that has not been deļ¬ned in this Rule has the same meaning attributed to that word or term in the Act or By-law,
  2. a reference to an officer of the University includes any person acting in that position, and
  3. headings and notes do not form part of this Rule.
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Section 2 - Committee

Establishment of committee

(7) There is to be a Finance Committee.

Delegated authority

(8) The Council authorises the Committee to exercise the functions specified in clause 10 and any functions delegated to the Committee by the Council listed in the Delegations and Authorisations Policy and associated delegation schedules.

(9) The Committee has such other functions as may be necessary to enable it to exercise the functions specified in clause 10.

Terms of reference

(10) The principal functions of the Committee are:

  1. to review and recommend the Annual Budget to the Council,
  2. to monitor the financial performance of the University, including approval of quarterly financial statements and recommendation of the annual audited financial accounts,
  3. to monitor student load (including targets, progression and retention),
  4. to oversee capital development and projects (including commercial activities) of the University including to:
    1. review and recommend the Capital Plan to the Council,
    2. advise the Council on raising (or retiring) debt and other forms of financing to support the achievement of the University’s objectives,
    3. monitor and make recommendations to the Council with respect to the University's policy on commercial activities,
    4. oversee the performance of the University's significant commercial activities, including compliance with the policy on commercial activities,
    5. make recommendations to the Council in respect to the approval of significant commercial activities where there is a budgeted financial commitment by the University to the activity exceeding $10 million over any five year period, and
    6. make recommendations to the Council in respect to the establishment or acquisition of a company, mergers, partnership or joint venture, including the approval of constituting documents of entities,
  5. to oversee the University’s external audit activities including:
    1. to provide advice to the Council on the appointment of external auditors and the scope and depth of the external audit program,
    2. to review reports from external auditors, including implementation plans prepared by management to respond to each report, and
  6. to provide an annual assurance statement to the Council on the matters within the scope of its responsibility.

Membership

(11) The Committee shall comprise at least four members including:

  1. at least three members of the Council, the majority of whom shall be external persons (i.e not a member of staff or a student of the University), and
  2. up to two external independent persons. A person appointed under this clause may not be appointed to act as chair of the Committee under clause 14.

(12) Members will be appointed at a meeting of the Council for a term not exceeding four years or their term on the Council. Members may be re-appointed at the end of a term.

(13) Members of the Committee must have relevant skills including financial, commercial or investment skills and experience commensurate with the functions of the Committee.

(14) The Council will appoint a member of the Council to act as chair of the Committee. To the extent practicable, the chair should be a person with skills and experience at a senior level relevant to the functions of the Committee.

(15) Notwithstanding clauses 11 to 14, the following persons may not be members of the Finance Committee:

  1. a member of the Audit and Risk Committee,
  2. a member of the Investment Committee,
  3. the Vice-Chancellor,
  4. the Deputy Vice-Chancellor,
  5. the Chief Operating Officer,
  6. the Chief Financial Officer, or
  7. a member of the staff of the Division of Finance of the University.

Meetings

(16) The Committee shall meet at least four times per year, aligned to each financial quarter.

(17) The Committee may meet at other times in accordance with the Governance (Council Meetings) Rule 2007 No. 3.

Consultation with the external auditor

The Committee and the external auditor should meet in-camera once per year, or as required, as scheduled by the University Secretary in consultation with the chair.