Council Meeting 2-2008

MINUTES

PART A

There were present:

Dr A Finkel AM, Chancellor, Presiding
Dr L Rowe AM, Deputy Chancellor
Professor R Larkins AO, Vice-Chancellor and President
Professor J Godfrey, Chair of Academic Board
Ms L Adler AM
Mr J Bender
Mr Y Blacher
Ms L Boston
Professor C Bourke MBE
Mr S Buggle
Mr S Katariya
Ms P Hutchinson
Mr B Maxfield
Mr I Pyman
Mr P Redlich AO
Professor T Sridhar
Dr C Williams

In attendance were:

Professor A Shoemaker, Deputy Vice-Chancellor (Education)
Professor E Cornish, Deputy Vice-Chancellor (Research)
Professor S Fahey, Deputy Vice-Chancellor (International)
Mr P Marshall, Vice-President (Administration)
Mr R Fairchild, Vice-President (Advancement)
Mr D Pitt, Vice-President (Finance)/Chief Financial Officer
Mr R Wortley, University Special Counsel
Professor A Freiberg, Dean, Faculty of Law

Secretary:
Mr T Calder, Director, Executive Services

Observers:
Ms L Chatfield
Mr M Hilakari

1. PROCEDURAL MATTERS

1.1 Apologies

Mr Paul Ramler and Dr Charles Curwen were apologies.

1.2  Special Leave

The following Councillors were granted special leave:

1.3 Starring of Items

Items 1.1 Apologies, 1.2 Special Leave, 1.3 Starring of Items, 1.4 Approval of Non-Starred Items, 2.1 Discussion of the sale of Monash IVF Pty Ltd, 2.2 Vice-Chancellor Search Process, 2.3 Appointment to the position of Deputy Vice-Chancellor (Research), 2.4 Appointment to the position of Pro Vice-Chancellor (South Africa), 2.5 Impending Supreme Court Hearing re incident in October 2002, 2.6 Proposal to establish a selective entry School on a Monash University metropolitan campus, 3. Report to Council by the Dean of Faculty of Law, 4.1 Minutes of Meeting No 1/2008, 5.1 Chancellor’s Report to Council, 5.2 Legislative Review announced by the Victorian Government, 5.3 Australia Day and other Honours, 5.4 Honorary Degrees Committee Report, 5.5 Council Charter, 5.6 Authorisation Matrix, 6.1 Vice-Chancellor’s Report to Council, 6.2 Update on lodgement of 2007 Annual Report to Parliament of the Council of Monash University, 6.3 Update on University 2008 Financials, 6.4 Advancement Progress Report, 6.5 Establishment of the Trans Tasman Commercialisation Fund, 6.6 John Monash Science School, 7.1 Report of the Membership Committee, 8 Report of the Audit Committee, 9.1 Receipt of Report of Resources and Finance Committee, 9.6 Discussion on the level of detail provided through the Receipt of Proceedings, 10 Report of the Academic Board,11 Gippsland Advisory Committee, 12 Equal Opportunity Committee and 13.4 Further Appointment of Interim University Student Ombudsman (USO) were “starred” for discussion.

1.4 Approval of Non-Starred Items

Council resolved on the motion of the Chancellor that all items on the agenda not starred be adopted without discussion, and the action recommended be taken or the information therein noted.

2. Business-in-camera

2.1 Discussion of the sale of Monash IVF Pty Ltd

The Chancellor introduced the item noting that while the commercial outcome had been pleasing, Council needed to have a discussion as to whether appropriate processes were in place should a similar issue arise in the future.

During the discussion Councillors raised a number of areas of process.

• Matters that clearly fall within the responsibility of Council should be referred to Council at the earliest opportunity.  Council should at that point decide how to manage any commercial-in-confidence or sensitive aspects of the transaction.
• Commercial-in-confidence aspects of a transaction could be referred to Resources and Finance Committee or a Working Party established specifically for the purpose.
• The Authorisation Matrix needs to be developed so that all parties have clarity on how to progress similar issues.

Summarising the discussion, the Chancellor noted the views of Councillors being:

• Matters that clearly fall within the purview of Council responsibilities should be referred to Council at the earliest opportunity.
• The Authorisation Matrix to be developed and referred to Council as soon as practicable.
• The Council Charter, when developed, needs to capture the intention that Council is informed of similar transactions at the earliest opportunity.
• Depending on the substance of the matter, issues requiring confidential or sensitive handling should be referred to either Resources and Finance Committee or a small Working Party (2 to 3 persons) for oversight.  Resources and Finance Committee or the Working Party to refer the matter back to Council when appropriate.

RESOLUTION CL2/2008/19

Council discussed the process leading up to the sale of Monash IVF Pty Ltd and recommended the following changes when matters within the authority of Council arise.

Council:

• noted that a draft Council Charter and Authorisation Matrix would be submitted to meeting 3/2008;
• resolved that where matters requiring a resolution of Council were initially raised with management that the matter be referred to Council at the earliest opportunity; and
• resolved that should such a matter involve commercial-in-confidence or sensitive issues that Council would, depending on the substance of matter, refer oversight of the matter to Resources and Finance Committee or a Working Party of Councillors.

For action or noting by: Secretary to Council

2.2 Vice-Chancellor Search Process

The Chancellor advised Council that as the Vice-Chancellor was retiring on 30 June 2009, it was appropriate that Council commence consideration of the process for appointment of a successor.

The Chancellor outlined a number of considerations for the appointment process. He advised Council that following a wide-ranging consultation phrase with stakeholder groups he would bring to the May meeting of Council draft documents detailing a proposed Selection Criteria, Position Description and Selection Process.

RESOLUTION CL2/2008/20

Council received the advice of the Chancellor.

For action or noting by: Chancellor and Vice-President (Administration).

2.3 Appointment to the position of Deputy Vice-Chancellor (Research)

RESOLUTION CL2/2008/21

Council approved an offer of appointment as a professor and Deputy Vice-Chancellor and Vice-President (Research), for a fixed period of 5 years commencing on 16 February 2009 and expiring on 15 February 2014, be made to Professor Edwina Cornish.

For action or noting by: Vice-President (Administration), Director - Office of Vice President (Administration) and Professor Edwina Cornish.

2.4 Appointment to the position of Pro Vice-Chancellor (South Africa)

The Vice-Chancellor outlined to Council the reasons for reappointing Professor Pretorius two years before his current contract expired.

Council supported the recommendation to reappoint Professor Pretorius but requested that the Vice-Chancellor note that the practice of offering contracted staff a further five year appointment commencing at the end of their current contract two years before their current contract expired should not be adopted as University practice.  Instead, further contracts should be offered approximately one year before the expiration of the current contract.

RESOLUTION CL2/2008/22

Council approved an offer of appointment as a professor and Pro Vice-Chancellor and President (South Africa), for a fixed period of 5 years commencing on 1 April 2010 and expiring on 31 March 2015, be made to Professor Tyrone Pretorius.

For action or noting by: Vice-Chancellor, Vice-President (Administration), Director - Office of Vice President (Administration) and Professor Tyrone Pretorius.

2.5 Impending Supreme Court Hearing re incident in October 2002

Mr Renn Wortley, University Special Counsel, was in attendance for this item.

RESOLUTION CL2/2008/23

Council received the advice of the Vice-Chancellor and University Special Counsel.

For action or noting by: University Special Counsel.

2.6 Proposal to establish a selective entry School on a Monash University metropolitan campus.

A document titled “Selective Entry School at Monash University Berwick Campus” was tabled at the meeting.

During discussion, Councillors raised a number of queries relating to projected student numbers, public transport arrangements, funding for infrastructure and maintenance and whether the University had a duty of care responsibility to the students enrolled at the proposed school.

The Chancellor, noting the points raised by Councillors, recommended that Council give in-principle approval to the proposal subject to the final agreement being referred to Resources and Finance Committee for approval. Any major changes are to be referred to Council.

RESOLUTION CL2/2008/24

Council approved in-principle the proposal to establish a selective entry secondary school at the Berwick campus, subject to:

• all approved Monash University project success criteria being met; and
• the development of a formal agreement between Monash University and the Department of Education and Early Childhood Development covering issues such as educational partnerships, sharing or joint development of facilities, the terms and duration of the lease and positioning the school site within the University precinct.  The formal agreement to be submitted to Resources and Finance Committee for its approval.

For action or noting by: Vice-President (Administration) and Secretary to Resources and Finance Committee.

Authorised observers were admitted to the meeting at this point.

3. Report to Council by the Dean of Faculty of Law

Professor Freiberg expanded on the information provided in the agenda papers noting that while the faculty was not operating at a deficit and all loans relating to the City Chambers had been discharged, the faculty’s revenues would be adversely impacted by the Federal Government’s policy to abolish domestic fee-paying enrolments.

Other major aspects of the faculty’s operations discussed included:

• staffing numbers and the continued need to retain and attract high quality staff;
• reviewing the size of the Juris Doctor program;
• a continued focus on improving research output;
• the continued success and possible expansion of the Prato program;
• the faculty relocating to a new building at the Caulfield campus; and
• the need for the faculty to make further improvement in providing timely feedback on assessed work.

Following discussion the Chancellor thanked Professor Freiberg for his presentation and commended the faculty staff for their achievements.

RESOLUTION CL2/2008/25

Council received the advice of Professor Arie Freiberg, Dean, Faculty of Law.

For action or noting by: Dean, Faculty of Law.

4. Confirmation of Minutes of Previous Meeting

4.1 Minutes of Meeting No 1/2008

RESOLUTION CL2/2008/26

Council confirmed the Minutes of Meeting No. 1/2008 held on Wednesday, 13 February 2008 subject to the following amendments:

3.2.5 Committee Vacancies

The Chancellor introduced this matter and informed Council that the Membership Committee had met the previous day.  Noting that a number of processes and procedures relating to the Committee’s activities were inconsistent or contradictory in some areas – such as the selection of Chairs – the report submitted for Council’s consideration included an update on on-going activities, a minor change to Membership Committee’s terms of reference and recommendations on filling vacancies on Committee’s of Council.

A member proposed, and was supported, that Council record its thanks to the staff who ran the election process and that Council congratulate the successful candidates for membership of Membership Committee.

The Chancellor advised Council that since the meeting of Membership Committee a number of changes to membership of Committees had been requested by Councillors.

The Chancellor outlined the proposed membership of all Committees of Council as detailed in attachment 1.

RESOLUTION CL2/2008/8

Council:

• recorded its thanks to the staff who ran the recent election for election to membership of Membership Committee and congratulated the successful candidates;
• approved the revised terms of reference and membership of Committees of Council as detailed in the attached documentation (attachment 1); and
• asked that expert advice be obtained on acceptable/desirable practice in respect of the membership of Chief Financial Officers on Board Committees which advise their Boards on Management  submissions and reports on matters for which they (the CFO's) are responsible; and agreed that, pending Council consideration of that advice, the Vice President (Finance) should continue to serve as a full member of the Resources and Finance Committee.

6. Discussion of the sale of Monash IVF Pty Ltd

RESOLUTION CL2/2008/14

Council resolved that due to time constraints, this matter be deferred for discussion to Council meeting 2/2008.

Council agreed that, in view of the shortage of time remaining and the importance attached to a full discussion of the issue by several Councillors , the item should be deferred to enable an in-depth discussion as a priority matter at the next meeting.

For action or noting by: Secretary to Council.

PART B STARRED ITEMS

5. Chancellor’s Business

5.1 Chancellor's Report to Council

The Chancellor provided Council with an update on a range of matters including:

Chancellor's priorities in 2008

• the appointment of the next Vice-Chancellor;
• leading an enthusiastic and effective Council;
• establishing a framework whereby Council can contribute to the 50^th Anniversary Celebrations and the philanthropic fundraising campaign;
• the establishment of a strong, effective Alumni organisation; and
• increased Council participation in high level strategic planning.

External relations

The Chancellor had lunch with fellow Victorian Chancellors and the Minister, The Hon. Jacinta Allan.

Matters raised at that meeting included:

• lost revenue due to the implementation of the “VSU Legislation”;
• the government review into University Acts and the need for flexibility if the review recommends changes to the membership of Councils;
• the current accounting standard for large grants, noting that the Universities of Melbourne and Deakin accept a qualification to their accounts rather than comply to what is deemed by some to be a flawed standard;
• lack of a train line to the Clayton campus and lack of concession fares for international fee paying students; and
• that the State government extracts more in Payroll tax than it returns to universities  in support/grants.

RESOLUTION CL2/2008/27

Council received the oral report of the Chancellor.

5.2 Legislative Review announced by the Victorian Government

RESOLUTION CL2/2008/28

Council established a Working Party consisting of Mr I Pyman and Dr C Williams to have oversight of Council’s contribution to Monash’s submission to the Legislative Review.

For action or noting by: Secretary to Council, Mr I Pyman and Dr C Williams.

5.3 Australia Day and other Honours

RESOLUTION CL2/2008/29

Council noted with acclamation:

• Australia Day Honours awarded to key individuals associated with Monash University as detailed in the paper provided; and
• the appointment of Monash alumnus, Mr James Judd, QC to the bench of the Supreme Court of Victoria.

For action or noting by: Secretary to Council.

5.4 Honorary Degrees Committee Report

RESOLUTION CL2/2008/30

Council:

• received and noted the report of the Honorary Degrees Committee Meeting No. 1 of 2007 held on Tuesday, 27 November 2007; and
• noted the award of honorary degrees made by the Committee as presented orally by the Chancellor, Dr Alan Finkel.

5.5 Council Charter

RESOLUTION CL2/2008/31

Council established a Working Party consisting of Mr S Buggle and Dr C Curwen to develop a draft Council Charter.  Dr J Zillman currently overseas will be given the opportunity to participate.

For action or noting by: Secretary to Council, Mr S Buggle, Dr C Curwen and Dr J Zillman.

5.6 Authorisation Matrix

RESOLUTION CL2/2008/32

Council noted advice of the Chancellor that a draft Authorisation Matrix would be developed and presented to the next meeting of Council.

For action or noting by: Vice-President (Finance).

6. Vice-Chancellor’s Business

6.1 Vice-Chancellor’s Report to Council

The Vice-Chancellor commended his written report to Council.

Council passed the following additional resolutions:

RESOLUTION CL2/2008/33

IITB – Monash Research Academy.  Council approved that the Monash representation on the Board be Dr A Finkel, Professor R Larkins, Professor E Cornish, Mr D Pitt and Professor T Sridhar.

For action or noting by: Chancellor, Vice-Chancellor, Professor E Cornish, Mr D Pitt and Professor T Sridhar.

RESOLUTION CL2/2008/34

Council noted that the sale of IELTS would result in a higher price per share than previously advised – up from a projected $152.00 to $176 per share.

RESOLUTION CL2/2008/35

Council approved that the Resolution CL8/2007/216 which states that

Provided the Rand amount converted to Australian dollars does not substantially exceed the original amount in Australian dollars.

For action or noting by: Vice-President (Finance) and Divisional Director – Corporate Finance.

6.2 Update on lodgement of 2007 Annual Report to Parliament of the Council of Monash University

Council was advised that the Annual Report to Parliament, approved by circulation on 19^th March 2008, had met all compliance requirements including no audit qualification to the accounts.

RESOLUTION CL2/2008/36

Council received the advice of the Chancellor.

6.3 Update on University 2008 Financials

Major aspects brought to the attention of Council were:

• forecast operating result for 2008, based on actuals to February, would result in a $9.8m negative variance to budget.  The variation being caused by actual and projected increased labour costs however a number of strategies had been implemented to address the matter;
• Management would continue to carefully monitor cash flow – particularly towards the end-of-year; and
• research revenue and donations were close to target.

RESOLUTION CL2/2008/37

Council received the financial report for the period ending February 2008.

6.4 Advancement Progress Report

Following an overview of the report, members raised a number of matters including membership of the Campaign Committee and attendances at the Public Lecture series.

RESOLUTION CL2/2008/38

Council received the report titled Advancement Portfolio Progress Report.

6.5 Establishment of the Trans Tasman Commercialisation Fund

The Chancellor congratulated the Deputy Vice-Chancellor (Research) on the establishment of the fund.

RESOLUTION CL2/2008/39

Council received advice on the establishment of the Trans Tasman Commercialisation Fund.

For action or noting by: Deputy Vice-Chancellor (Research).

6.6 John Monash Science School

RESOLUTION CL2/2008/40

Council approved:

• the establishment of the John Monash Science School consistent with the terms detailed in the attached document;
• a ground lease being entered into with the Department of Education and Early Childhood Development provided the terms of the lease are consistent with the information provided in the attached document; and
• that the University Solicitor approve the  final Lease documentation.

For action or noting by: Vice-President (Administration) and University Solicitor.

6.7 Report on Services to Members of Universities Australia

Councillors will recall that the Australian Vice-Chancellors Committee was replaced as the national industry peak body representing the Australian University sector by Universities Australia. As the university is the member of the peak body, rather than the Vice-Chancellor, a report on services to members is available at the following URL:  http://www.adm.monash.edu.au/execserv/council/2007-uniaus-members-report-final.pdf

RESOLUTION CL2/2008/41

Council noted the availability of the document titled ‘A Report on Services to Members of Universities Australia’.

PART C ITEMS FOR APPROVAL OR INFORMATION

7. Matters arising from the Minutes (not dealt with elsewhere in the agenda)

7.1 Report of the Membership Committee

A CV for Mr Ian Nethercote was tabled at the meeting.

The Chancellor advised Council that Membership Committee had met twice since the last meeting of Council – once to discuss and rank three prospective nominees and at the second to interview the first ranked candidate.

RESOLUTION CL2/2008/42

Council approved that Mr Ian Nethercote be appointed to membership of Monash University Council for a term ending 31 December 2010.

For action or noting by: Secretary to Council.

8. Report of the Audit Committee

RESOLUTION CL2/2008/43

Council noted the confirmed Minutes of the Audit Committee Meeting 4/07 and the unconfirmed Minutes of Meeting 1/08.

Council adopted the final draft of the University’s 2007 Consolidated Financial Statements.

Council noted the proposed Operational Plan for the Audit and Risk Management Office for 2008.

For action or noting by: Secretary to Audit Committee.

9. Resources and Finance Committee

9.1 Receipt of Report of Resources and Finance Committee

RESOLUTION CL2/2008/44

Council received and noted the Report of the Resources and Finance Committee meeting 1/2008 held on 13 March 2008.

For action or noting by: Resources and Finance Committee Secretary.

9.2 Loan Facility to Monyx Pty Ltd

RESOLUTION CL2/2008/45

Council approved the provision of a loan facility to Monyx Pty Ltd on the terms and conditions detailed in the document, for the purposes of assisting them to meet peak-time commitments as and when they fall due.

For action or noting by: Vice-President (Finance) and Divisional Director – Corporate Finance.

9.3 Neurosciences Victoria: Constitution Amendments

RESOLUTION CL2/2008/46

Council approved the variation of the existing constitution and accordingly Monash joins in a resolution of the members of NSV to adopt the new constitution.

For action or noting by: Vice-President (Finance) and Divisional Director – Corporate Finance.

9.4 Consolidated Financial Statements as at 31 December 2007

RESOLUTION CL2/2008/47

Council adopted the financial statements, subject to completion of an acceptable audit by the Victorian Auditor-General and clearance by the Audit Committee.

For action or noting by: Vice-President (Finance) and Divisional Director – Corporate Finance.

9.5 Receipt of Proceedings of Resources and Finance Committee

RESOLUTION CL2/2008/48

Council noted the proceedings of meeting 1/2008 of Resources and Finance Committee held on 13 March 2008.

For action or noting by: Resources and Finance Committee Secretary.

9.6 Discussion on the level of detail provided through the Receipt of Proceedings

The Chancellor noted that agenda papers for the meeting had been distributed in two sections. The first containing the agenda, reports and supporting papers for those items requiring a decision of Council.  The second set contained papers from proceedings that were provided for the information of Council.

The Chancellor suggested that this process continue and be further enhanced when practicable to support delivery via a webpage of papers submitted for the information of Council.  Hard copies will be supplied on request.

RESOLUTION CL2/2008/49

Council noted the advice of the Chancellor.

For action or noting by: Secretary to Council.

10. Report of the Academic Board

Council commended the President of Academic Board for the comprehensive and meaningful report supplied with the agenda papers.

RESOLUTION CL2/2008/50

Council received and noted the Report of Meeting 1 of 2008 of the Academic Board held on Wednesday 27 February 2008.

11. Gippsland Advisory Committee

11.1 Receipt of Report of Gippsland Advisory Committee

Council noted that the report of the review of the Gippsland Advisory Committee was included with the proceedings and not for Council consideration. Council requested that the Report be submitted to the next meeting of Council.

RESOLUTION CL2/2008/51

Council received and noted the reports of the Gippsland Advisory Council meeting 7/2007 held on 20 November 2007 and meeting 1/2008 held on 26 February 2008.

11.2 Receipt of Proceedings of Gippsland Advisory Committee

RESOLUTION CL2/2008/52

Council noted the proceedings of the Gippsland Advisory Council meeting 7/2007 held on 20 November 2007 and meeting 1/2008 held on 26 February 2008.

For action or noting by: Gippsland Advisory Committee Secretary.

12. Equal Opportunity Committee

Council noted the advice of the Chair of Equal Opportunity Committee that while two equity benchmarks - student equity and women in senior positions - indicated a satisfactory level of achievement, the actual level of achievement had not changed over recent years.  The Equal Opportunity Committee will be reviewing the two areas.

Further, Council discussed and approved a proposal to amend the terms of reference for Equal Opportunity Committee as follows:

• To advise Council, Academic Board and Strategy and Resources Committee on the adoption of policies, revision to policies and strategies, which will enable the University to provide equality of opportunity in education and employment, including the provision of equity planning and the fulfilment of affirmative action objectives.
• To monitor and advise on the effectiveness of policies and programs to promote equal opportunity for disadvantaged groups in education and employment.
• To monitor and advise on the implementation of the University’s equal opportunity policy in the University’s employment procedures and practices.
• To monitor and advise on the implementation of the University’s equal opportunity policy in the University’s educational procedures and practices, particularly as they relate to admissions, assessment and the provision of student services.

12.1 Receipt of Report of Equal Opportunity Committee

RESOLUTION CL2/2008/53

Council received and noted the Report of the Equal Opportunity Committee Special Meeting 05/07 held on Monday 03 December 2007 and Meeting 1/08 held on Monday, 17 March 2008.

12.2 Receipt of Proceedings of Equal Opportunity Committee

RESOLUTION CL2/2008/54

Council noted the proceedings of the Equal Opportunity Committee Special Meeting 05/07 held on Monday 03 December 2007 and Meeting 1/08 held on Monday, 17 March 2008.>

For action or noting by: Equal Opportunity Committee Secretary, Academic Board Secretary and Strategy and Resources Committee Secretary.

13. General Business

13.1 Senior Appointments

RESOLUTION CL2/2008/55

Council noted that:

• the following have accepted the indicated offers of appointment, approved by Council, and wish to record their thanks to Council:

  - Professor Helen Bartlett – Professor and Pro Vice-Chancellor (Gippsland).

  - Professor Max King – Pro Vice-Chancellor (Research and Research Training)

• the persons named in the document have accepted the offers of appointment, approved by the Executive Committee of Council.
• the persons named in the document have accepted the offers of appointment, approved by the Vice-Chancellor and President.
• the persons named in the document have accepted the indicated offers of appointment, approved by the Special Professorial Appointments Committee of Council.

For action or noting by: Manager – Senior Appointments.

13.2 Proposal to amend the constitution of Rail CRC Ltd

RESOLUTION CL2/2008/56

Council approved the amended constitution of Rail CRC Ltd as detailed in the document.

For action or noting by: University Solicitor.

13.3 Use of the University Seal

RESOLUTION CL2/2008/57

Council noted the report of the Vice-Chancellor dated 19 March 2008 on the affixing of the Common Seal to documents executed under Seal pursuant to Statute 8.1, Section 2.1.5.

13.4 Further Appointment of Interim University Student Ombudsman (USO)

During discussion the following matters were raised:

• improved communication strategies detailing the role and location of the office should be put in place – particularly for international students; and
• that a further report be provided to Council in 6 months.

RESOLUTION CL2/2008/58

Council approved a further 6 month appointment of Ms Ann Corcoran as Interim University Student Ombudsman.

For action or noting by: Vice-President (Administration).

14. Next Meeting

The next meeting of Council is scheduled to be held on 26 May 2008 in Advancement Meeting Room 9.03, Level 9, Building H, Caulfield Campus.

Further Information
Inquiries about any of the business listed above, or on Council matters in general, may be directed to Mr Tony Calder, Director, Executive Services, Room GO6, Administration Building 3a, Clayton Campus, telephone 9905-2010 or via facsimile on 9905-5342.

Following the meeting Council received a presentation on the current Campus Master Plan for the Caulfield campus and proposed developments including the Western Precinct Development.