Council Meeting 3-2008

MINUTES

PART A

There were present:

Dr A Finkel AM, Chancellor, Presiding
Mr P Ramler AM, Deputy Chancellor
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
Dr C Curwen CVO OBE
Ms P Hutchinson
Mr B Maxfield
Mr I Nethercote
Mr I Pyman
Professor T Sridhar
Dr C Williams
Dr J Zillman AO

In attendance were:

Professor A Shoemaker, Deputy Vice-Chancellor (Education)
Professor E Cornish, Deputy Vice-Chancellor (Research)
Mr P Marshall, Vice-President (Administration)
Mr R Fairchild, Vice-President (Advancement)
Mr D Pitt, Vice-President (Finance)/Chief Financial Officer
Professor J Redmond, Dean, Faculty of Art and Design

Secretary:

Mr T Calder, Director, Executive Services

Observers:

Ms L Chatfield
Mr M Hilakari

1 PROCEDURAL MATTERS

Council welcomed with acclamation Mr Ian Nethercote to his first meeting.

Council approved that the following items be added to the Agenda:

1.1 Apologies

Mr Sumeet Katariya was an apology.

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 Vice-Chancellor Search Process, 2.2 Report of Membership Committee, 3. Report to Council by the Dean of Faculty of Art and Design, 4.1 Minutes of Meeting No 1/2008, 5.1 Chancellor’s Report to Council, 5.2 Legislative Review announced by the Victorian Government, 5.4 Council Charter, 6.1 Vice-Chancellor’s Report to Council, 6.2 Update on University 2008 Financials, 6.3 Impact of the 2008 Victorian and Federal Budgets, 6.4 Implications of the University of Western Australia Court Case on ownership of Intellectual Property, 6.5 The revised organisational Model for delivering Teaching and Learning in the Education portfolio, 6.6 Dean, Faculty of Law - Appointment, 8.1 Delegations and Reporting Matrix, 8.2 Receipt of Report of Resources and Finance Committee, 8.3 Resources and Finance Committee Terms of Reference, 8.5 Naming Policy, 8.6 Receipt of Proceedings of Resources and Finance Committee, 9.1 Receipt of Report of the Academic Board, 9.2 Establishment of new Schools on Sunway Campus, 10.1 Gippsland Advisory Council and 11.5 Exclusions for Unsatisfactory Progress or Inability to Progress Regulations (Amendment No. 1 2008) 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 Vice-Chancellor Search Process

The Chancellor introduced the item and advised Council that he had completed the consultation phase of the Vice-Chancellor appointment process. The consultation phase had consisted of a) meetings with stakeholder groups, during which the Chancellor was assisted by the Deputy Chancellors where possible, and b) meetings between the Chancellor and individual or small groups of Councillors. During the course of these meetings the views and suggestions of participants had informed the contents of the documents now presented for Council’s consideration.

Aspects of the proposed process and documentation discussed included:

• Membership Committee had considered earlier drafts of the documentation and, subject to some minor changes, endorsed the documentation for consideration by Council.
• The previous selection process for the current Vice-Chancellor included Discussion Groups however it was proposed that this was unnecessary on this occasion. The notes of the stakeholder meetings would inform the considerations of the Selection Committee.
• The proposed Selection Process included the establishment of an External Advisory Group to provide specific advice to the Chancellor and Selection Committee. Membership of the Advisory Group would be the responsibility of the Selection Committee.
• A meeting of Membership Committee was scheduled for Wednesday, 28 May where Membership Committee would discuss and appoint Councillors to positions on the Selection Committee as detailed in the documentation presented to Council.
• The selection process included an option whereby if an outstanding candidate approached a member of the Selection Committee or the Chancellor then the Chancellor has the authority to forward that candidates name for consideration by the Selection Committee.
• Due to the tight timeline four search firms with international offices had been invited to submit tenders for assisting the University with the selection process.
• Important milestones in the proposed timeline are:

Councillors were invited to comment on the proposed Selection Process, including the suggested structure of the Selection Committee, timeline and appended documents.

Discussion centred on the make up of the Selection Committee and specifically the suggestion to increase the number on the Selection Committee so that both a General Staff member and non-professorial staff member were members of the Selection Committee. Matters raised included:

• that a 12 member Selection Committee was at the high-end of "a reasonable size" and that members contributions would be informed by a number of stakeholder groups;
• the President of Academic Board represents the wider academic community at Monash;
• the current elected Professorial member is also a Dean of a faculty;
• the matter of whether the position allocated for a “General or Non-Professorial” staff Councillor is a general staff or non-professorial staff member be left to Membership Committee to decide on the basis of skill and experience;
• the appropriateness of the Councillor not appointed to the "General or Non-Professorial" position being an alternate for the appointed member; and
• gender balance on the Selection Committee be an aspiration but not a requirement.

Concluding the discussion the Chancellor thanked Councillors for their inputs and sought Councils support for the recommendation as detailed in the agenda papers.

RESOLUTION CL3/2008/59

Council:

• affirmed the consultation phase that informed the recommendations and drafts contained in the report;
• approved the proposed position description;
• approved the proposed selection criteria; and
• approved the proposed selection process.

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

2.2 Report of Membership Committee

2.2.1 Discussion of Vice-President (Finance) on Resources & Finance Committee

The Chancellor outlined to Council Membership Committee's consideration of the matter of Chief Financial Officers membership of committees of governing bodies. The discussion had focused on implementing the most appropriate governance framework and the role of staff members on Committees of Council.

As Membership Committee did not reach a consensus view on the matter, the Committee resolved to recommend to Council that the Committee review the broader question of the role of staff on Committees of Council.

The methodology for conducting the review to be discussed at the meeting of Membership Committee to be held on Wednesday 28 May.

RESOLUTION CL3/2008/60

Council:

• noted that Membership Committee review and report to Council on the appropriateness of university staff, other than staff members who are Councillors, being members of Committees of Council; and
• approved that the Vice-President (Finance) remain a member of Resources and Finance Committee until such time as Council determines otherwise.

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

2.2.2 Vice-Chancellor Selection Process

Discussed in full in Agenda item 2.1

2.2.3 Update on projects

Council considered the following Guidelines and approved them subject to the following amendments:

• Guidelines for the Selection of Council Members

• Guidelines on the Appointment of Chairs of Committees of Council

• Guidelines on Induction of Councillors

The Chancellor on behalf of Council thanked Dr John Zillman, Mr Ian Pyman and Ms Lesley Boston for their work on the documents.

RESOLUTION CL3/2008/61

Council approved the following guidelines:

• Guidelines for the selection of Council members
• Guidelines on the Appointment of Chairs of Committees of Council
• Guidelines on Induction of Councillors Subject to amendments detailed above.

For action or noting by: Secretary to Membership Committee and Secretary to Council.

Authorised observers were admitted to the meeting at this point.

3 Report to Council by the Dean of Faculty of Art and Design

Professor Redmond expanded on the information provided in the agenda papers noting that the faculty, established in 1997, had adopted a staged development program and aspired over time to be one of the top Art and Design faculties in the world. Major aspects of the faculty's operations discussed included:

• with ten research clusters across the faculty, the faculty has the highest HDR ratio to total load at Monash and the largest cohort of HDR students in Fine Arts in Australia and possibly the world;
• internationalisation and the faculty's extensive program in Prato;
• the introduction in 2008 of "Discover Week" that requires all students to engage with Melbourne’s culture and each other via completion of set activities and completion (in groups) of a visual project; and
• the successful launch of the first new architecture program in Australia in 30 years.

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

RESOLUTION CL3/2008/62

Council received the advice of Professor John Redmond, Dean, Faculty of Art and Design.

For action or noting by: Dean, Faculty of Art and Design.

4 Confirmation of Minutes of Previous Meeting

4.1 Minutes of Meeting No 2/2008

RESOLUTION CL3/2008/63

Council confirmed the Minutes of Meeting No. 2/2008 held on Monday, 31 March 2008.

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:

• the Chancellor had recently visited Malaysia as part of a delegation sponsored by the Australia Malaysia Business Council. The delegation was led by Mr Charles Goode, Chairman of ANZ Banking Group Ltd and Mr Richard Woolcott and included Mr Lindsay Fox, Mr Peter Gregg, Mr Justin Fox, Mr Cliff Gerathy and Mr Gordan Kuik and others. The delegation undertook a range of promotional activities including a meeting with the Malaysian Prime Minister, Datuk Seri Abdullah Ahmad Badawi;
• the Chancellor thanked Ms Lisa Chatfield and Mr Tony Calder for the development of the Council Portal;
• Councillors were commended for their attendance at recent graduation ceremonies and functions. A program of future events is available on the Council Portal;
• The upcoming tour of the Australian Synchrotron to include visits to Monash Centre for Electron Microscopy and Monash Antibody Technology Facility.

RESOLUTION CL3/2008/64

Council received the oral report of the Chancellor.

For action or noting by: Secretary to Council

5.2 Legislative Review announced by the Victorian Government

Introducing the item, the Chancellor advised that the content of the submission enclosed with the agenda papers was largely as discussed with Councillors by phone or email. The focus of the submission was for Council to have more control over the skill mix on Council.

Mr Ian Pyman and Dr Carol Williams outlined their role in the oversight of the submission noting that the final document was a compromise that met some of the needs of most stakeholder groups.

The Chancellor thanked Mr Pyman and Dr Williams for their contributions and, on behalf of Council, thanked Ms Julianne Wantrup and Mr Tony Calder for their carriage of preparing the submission to government.

RESOLUTION CL3/2008/65

Council received the advice of the Working Group.

5.3 Change of Date for Meeting 6/2008

RESOLUTION CL3/2008/66

Council approved the change of meeting date for Meeting 6/2008 to 15 September 2008.

For action or noting by: Councillors, VCG, Secretaries to Council Committees.

5.4 Council Charter

Noting the Chancellors advice that the Council Charter would be returned to Council at a future meeting, Councillors were invited to forward suggested amendments to Mr Shane Buggle.

RESOLUTION CL3/2008/67

Council received the draft Council Charter.

For action or noting by: Mr Shane Buggle.

6 Vice-Chancellor's Business

6.1 Vice-Chancellor's Report to Council

The Vice-Chancellor commended his written report to Council noting that Monash would receive $29.6m in federal funding to be used in 5 identified priority areas.

RESOLUTION CL3/2008/68

Council received the Vice-Chancellor's Report to Council.

6.2 Update on University 2008 Financials

Mr David Pitt provided Council with an overview of the major financial indicators as at April 2008. Aspects of the financial statements discussed included:

• funding announced in the budget and additional government grants had improved the operating forecast to $26.9m above budget;
• the forecast end-of-year cash balance outlook had improved but was still an underrun of $4.3m. A range of options were available and management were closely monitoring staffing costs and proceeding with the review of shared services;
• initial forecast for 2009 indicated a difficult year with HEEF funding unknown, second semester international student enrolments expected to be lower and a significant shortfall in the forecast cash balance.

  Given the 2009 forecast, strategies to improve the outcome were being assessed, including ongoing monitoring of staffing costs as each 1% increase in labour costs would add $6.5m to staffing expenses, the possible need to reassess the current borrowing strategy and a proposal to review courses and units across the faculties.

  A Councillor noted that any structural change to the makeup of courses in 2009 would need to come to Council promptly in order for timely change to be implemented; and

• Council noted advice that the announcement of grants late in the calendar year reduced the capacity for Universities to effectively plan. A reliable revenue stream from HEEF/IEF would enhance the budgeting framework and enable the University to more confidently project cash flows for several years out.

RESOLUTION CL3/2008/69

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

6.3 Impact of the 2008 Victorian and Federal Budgets

RESOLUTION CL3/2008/70

Council received the advice of the Vice-Chancellor.

6.4 Implications of the University of Western Australia Court Case on ownership of Intellectual Property

Mr Peter Marshall advised Council that the Monash Intellectual Property Statute had been appropriately made, the University of Western Australia was appealing the recent decision and a further report would be presented at meeting 4/2008.

RESOLUTION CL3/2008/71

Council noted the advice of the Vice-President Administration.

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

6.5 The revised organisational Model for delivering Teaching and Learning in the Education portfolio

Professor Shoemaker outlined to Council the purpose of the organisational restructure within the Education portfolio. During discussion it was noted that:

• the academic staffing portfolio would be held by the Deputy Vice-Chancellor (Education); and
• a report on eEducation be provided in 2009.

RESOLUTION CL3/2008/72

Council:

• noted the revised organisational structure of the Education portfolio;
• approved the establishment of the position of Pro Vice -Chancellor (Learning and Teaching); and
• approved the change of title of the Pro Vice-Chancellor Planning to Pro Vice-Chancellor (Planning and Quality).

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

6.6 Dean, Faculty of Law – Appointment

RESOLUTION CL3/2008/73

Council approved an offer of appointment as Dean, Faculty of Law, for a fixed period of 5 years commencing on 19 January 2009 and expiring on 18 January 2014, be made to Professor Arie Freiberg.

For action or noting by: Vice-President (Administration) and Divisional Director, Human Resources and Professor Arie Freiberg.

PART C ITEMS FOR APPROVAL OR INFORMATION

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

8 Resources and Finance Committee

Deputy Chancellor, Mr Paul Ramler provided Council with an overview of the outcomes of meeting 2/2008 of Resources and Finance Committee.

8.1 Delegations and Reporting Matrix

During discussion the following amendments were approved:

• Sale of any share in "associated" entity be amended by deletion of "associated"li>
• Delete the definition for "Associated" entities.
• Faculty structures - the 'Management' delegation to read "Review the case for any new faculties or consolidations of faculties and make recommendations to Resources and Finance. Academic Board to consider the matter in parallel and provide a report to Council."

Council noted that the Delegation Matrix and Council Charter, when approved, provided a much improved framework for decision making.

RESOLUTION CL3/2008/74

Council approved the Delegations Matrix, including the defined delegations limits subject to the amendments detailed above.

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

8.2 Receipt of Report of Resources and Finance Committee

RESOLUTION CL3/2008/75

Council received the Report of the Resources and Finance Committee meeting 2/2008 held on 1 May 2008.

8.3 Resources and Finance Committee Terms of Reference

Council approved the revised terms of reference subject to the deletion of 'of Resources and Finance' from the final dot point.

RESOLUTION CL3/2008/76

Council approve the new Terms of Reference for the Resources and Finance Committee.

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

8.4 Wholly Owned Subsidiaries' Constitutions: Directors' Responsibilities

RESOLUTION CL3/2008/77

Council resolved to authorise each of the wholly owned Monash University entities to alter its Constitution by adding the authority to directors provided for in Section 187 of the Corporations Act 2001 (Commonwealth) using the following form of words prepared by the University Special Counsel for the purpose:

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

8.5 Naming Policy

During discussion the following amendments were approved:

• paragraph 3(c) of the Procedures for Functional Naming to be deleted; and
• any proposal to grant naming rights in perpetuity must be presented to Council for approval.

RESOLUTION CL3/2008/78

Council approved the new Naming Policy as it relates to the philanthropic, honorific, and/or functional naming of physical entities owned and operated by Monash University (i.e. facilities or facility components such as lecture theatres, classrooms, laboratories, conference rooms, halls or other locations), subject to the policy and procedures being reformatted to conform with current University standards.

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

8.6 Receipt of Proceedings of Resources and Finance Committee

RESOLUTION CL3/2008/79

Council noted the proceedings of meeting 2/2008 of Resources and Finance Committee held on 1 May 2008.

9 Report of the Academic Board

9.1 Receipt of Report

RESOLUTION

CL3/2008/80

Council received the Report of Meeting 2 of 2008 of the Academic Board held on Wednesday 16 April 2008.

9.2 Establishment of new Schools on Sunway Campus

Council noted advice that nomenclature for the naming of schools on the Malaysia Campus was informed by the differing cultural complexities that exist in Malaysia.

RESOLUTION CL3/2008/81

Council:

• Disestablished the School of Arts and Sciences, Sunway campus.
• Established the School of Arts and Social Sciences, Sunway campus.
• Established the School of Science, Sunway campus.

For action or noting by: Pro Vice-Chancellor Malaysia and University Solicitor.

9.3 School re-organisation – Faculty of Medicine, Nursing and Health Sciences

RESOLUTION CL3/2008/82

Council:

• Established the School of Public Health and Preventive Medicine.
• Established the Eastern Health Clinical School.
•  Renamed the Central and Eastern Health Clinical School as the Central Clinical School.

For action or noting by: Dean, Faculty of Medicine, Nursing and Health Sciences, Faculty Manager, Faculty of Medicine, Nursing and Health Sciences and University Solicitor.

9.4 Testamurs for PhD Cotutelle Candidates

RESOLUTION CL3/2008/83

Council approved addition of the following words to the testamur for PhD Cotutelle graduates:

“This dual award was pursued under a cotutelle program between Monash University and (... insert partner institution name ...)".

For action or noting by: Manager, Graduations and Esquire Bedel.

9.5 Faculties Regulations (Amendment no. 1 2008)

RESOLUTION CL3/2008/84

Council made Faculties Regulations (Amendment no. 1 2008).

For action or noting by: University Solicitor.

9.6 Receipt of Proceedings

RESOLUTION CL3/2008/85

Council received and noted the Proceedings of Meeting 2 of 2008 of the Academic Board held on Wednesday 16 April 2008.

10 Gippsland Advisory

Council Following discussion Council requested that Reports of the Gippsland Advisory Council follow the model set by Academic Board.

10.1 Receipt of Report of Gippsland Advisory Council

RESOLUTION CL3/2008/86

Council received the report of the Gippsland Advisory Council meeting 2/2008 held on 15 April 2008.

10.2 Receipt of Proceedings of Gippsland Advisory Council

RESOLUTION CL3/2008/87

Council noted the proceedings of the Gippsland Advisory Council meeting 2/2008 held on 15 April 2008.

For action or noting by: Secretary to Gippsland Advisory Council.

11 General Business

11.1 Advancement Progress Report

Council noted the advice of the Chancellor that the Campaign Committee held its inaugural meeting on 5th May 2008. Further, the Chancellor encouraged Councillors to commit to the campaign at a level they felt appropriate.

Council noted with acclamation that the Chancellor and Dr Elizabeth Finkel had offered to donate a Chair in Global Public Health.

RESOLUTION CL3/2008/88

Council received the report titled Advancement Portfolio Progress Report.

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

11.2 Senior Appointments

RESOLUTION CL3/2008/89

Council noted that the people 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.

11.3 Use of the University Seal

RESOLUTION CL3/2008/90

Council noted the report of the Vice-Chancellor dated 14 May 2008 on the affixing of the Common Seal to documents executed under Seal pursuant to Statute 8.1, Section 2.1.5.

11.4 Monash University Law School Foundation Regulations (Amendment No. 1 2008)

RESOLUTION CL3/2008/91

Council made the Monash University Law School Foundation Regulations (Amendment no. 1 2008). For action or noting by: University Solicitor.

11.5 Exclusion for Unsatisfactory Progress or Inability to Progress Regulations (Amendment No. 1 2008)

RESOLUTION CL3/2008/92

Council made the Exclusion for Unsatisfactory Progress or Inability to Progress Regulations (Amendment No. 1 2008). For action or noting by: University Solicitor.

11.6 Monash Member of the CRC for Asthma and Airways Board

RESOLUTION CL3/2008/93

Council approved that Professor Michael Berndt be withdrawn as the Monash University representative and Professor Gail Risbridger be nominated as the replacement.

For action or noting by: Deputy Vice-Chancellor (Research), University Solicitor, Professor Michael Berndt and Professor Gail Risbridger.

11.7 Monash Alternate Member of the Nanovic Board

RESOLUTION CL3/2008/94 Council approved that Professor Rod Hill replace Dr Abid Khan as Monash University’s representative on the Board of Nanotechnology Victoria Limited until such time as determined otherwise.

For action or noting by: Deputy Vice-Chancellor (Research), University Solicitor, Dr Abid Khan and Professor Rod Hill.

11.8 Proposed changes to the constitution of Water Quality Research Australia Ltd

RESOLUTION CL3/2008/95

Council approved the alteration of the constitution of Water Quality Research Australia Ltd by the addition of a new Rule 50.6 as follows:

"50.6 Despite rule 50.5(a), the Members may, by the passing of a unanimous vote at any general meeting, appoint as Chairperson a person who is employed by a Member for a period of no more than 12 months."

For action or noting by: University Solicitor.

12 Next Meeting

The next meeting of Council is scheduled to be held on 14 July 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 Councillors attended a cocktail function and the inaugural Monash Israel Oration - The Future of Israel: Three Scenarios.