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Council Meeting 1/2003

Meeting 1/2003 of the Monash University Council was held between 5.00 pm and 7.20 pm on Monday, 17 February 2003, in the Sir George Lush Room, Administration Building 3a, Clayton Campus.

There were present:

Mr J K Ellis, Presiding

Mr P H Ramler AM, Deputy Chancellor

Dr J M Hearn, Deputy Chancellor

Professor P LeP Darvall, Vice-Chancellor

Professor A W Lindsay, Chair of Academic Board

Ms L Adler

Mr G Barnes

Professor C Bourke MBE

Ms D Halstead

Ms P Hutchinson

Mr J Laurie

Ms J Menzies

Ms W Peter

Miss D R Pizzey AM

Mr T Pritchard

Ms J Samms

Professor T Sridhar

Associate Professor D Suter

In attendance were:

Mr J Hutchinson

Dr R Galbally AO

Ms A Crook AO, Deputy Vice-Chancellor (Resources)

Professor G Bouma, Acting Deputy Vice-Chancellor (Research and Development)

Secretary:

Mr T Calder, Director, Secretariat and Executive Services

MINUTES

The Chancellor welcomed new members of Council, Ms Jane Menzies, Associate Professor David Suter, Mr Terry Pritchard, and Council nominees, Dr Rhonda Galbally AO and Mr John Hutchinson (pending Governor-in-Council approval).

PART A

1. PROCEDURAL MATTERS

1.1 Apologies

An apology was received from Dr Brian Robinson AM.

1.2 Special Leave

No requests for special leave were received.

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, 1.5.1 Appointment of the Vice-Chancellor, 1.5.2 Vice-Chancellor’s Issues and Speculations, 1.5.4 Governance, 2 Confirmation of Minutes of Previous Meetings, 3 Chancellor’s Business, 6.1 Victorian Centre for Oral Health Science and 6.2 Gippsland Education Precinct Inc were starred and discussed at the meeting.

Disclosure of conflict of interest

Ms Jenny Samms notified the Secretary to Council prior to the meeting that she had a conflict of interest in relation to item 6.2 Gippsland Education Precinct Inc and possibly item 1.5.4 Governance.

Ms Wendy Peter drew to the attention of Council that her employer had participated in the preparation of the Deed of Access and Indemnity to be considered as part of item 1.5.4 Governance.

1.4 Approval of Non-Starred Items

Council resolved on the motion of the Chairman:

‘that all items on the agenda not starred be adopted without discussion, and the action recommended be taken or the information therein noted’.

1.5 Confidential Items

1.5.1 Appointment of the Vice-Chancellor

The Chancellor briefed Council on progress to date regarding the selection of a new Vice-Chancellor.

The Chancellor informed Council that a short list of candidates had been established comprising internal and external and male and female candidates. The Chancellor requested that this item be dealt with again at a special meeting of Council to be held on Monday, 10 March or Monday, 17 March 2003.

RESOLUTION CL1/2003/1

Council noted the advice of the Chancellor.

(File RMOR1999/064)

For action or noting by: Secretary to Council

1.5.2 Vice-Chancellor’s Issues and Speculations

Enrolments

The Vice-Chancellor informed Council that Monash had attracted a higher proportion of the top 5% of school leavers, there was a drop in demand, as expected, for undergraduate information technology programs, international fee-paying enrolments were up around 15% on 2002 levels and while enrolments levels in South Africa were at the lower end of the projected range, other opportunities were opening up particularly in the areas of health service and para professional training.

Senior Management Advance

Council was informed that a senior management advance would be held in late March to discuss a range of issues including managing an international multi-campus/multi faculty institution, international operations and strategic and operational planning.

Self-Review and Marketing

Council was informed that three members had agreed to participate in a Marketing Plan Reference Group and that an overview of the draft Marketing Plan would be presented to Council at its next meeting.

Regional Issues

Council was informed that Professor Lindsay would be representing Monash at the Regional Higher Education Forum to be held at the Gippsland Campus.

Engineering at Gippsland

Council was informed that a report on this matter was expected to be presented at the next meeting of Council.

Security

Council was informed that the Vice-Chancellor had received and was considering a report on security.

1.5.3 Use of the University Seal

RESOLUTION CL1/2003/2

Council noted the report of the Vice-Chancellor dated 5 February 2003 on the affixing of the Common Seal to documents executed under Seal pursuant to Statute 8.1, Section 2.1.5.

(File RMO1997/0889)

For action or noting by: University Solicitor, Divisional Director, Corporate Finance

1.5.4 Governance

The Chancellor introduced the topic noting that he would like to provide a platform for the discussion by commenting on five themes. They were:

Values established

Over the past four years, Council had discussed a range of values that contributed to the operation of an effective and efficient Council. The Chancellor noted that the proposed changes to the Monash University Act 1958, via the University Acts (Amendment) Bill – now lapsed but due to be re presented in the new Victorian Parliament– included a provision that would have codified the view that a Council member’s responsibility was "to further(ing) the purposes of the Council and the objects of the University rather than any constituent person or body who elected or appointed the member".

Commenting on the conduct of debate, the Chancellor noted that, in his view, the consensus approach to decision making had encouraged sound debate on issues whereas formal voting, which had rarely occurred, tended to stifle debate.

Reminding members that confidentiality must be maintained where required, the Chancellor noted that once Council made a decision, all members should then be advocates for the decision and that spokespersons on these matters were the Vice-Chancellor and/or the Chancellor.

The Chancellor encouraged all members to interact with as many areas of the University as possible.

Selection

The Chancellor noted that there was still room for improvement in some selection procedures.

Conflict of Ideas

The Chancellor noted that while there may, at times, be a "conflict of ideas" amongst members, once Council made a decision then all members needed to support that decision.

Accountability

The Chancellor noted that on accepting his appointment to the position of Vice-Chancellor, Professor Darvall had reaffirmed his commitment to the Monash vision as detailed in the strategic planning documents. The Chancellor informed Council that the Vice-Chancellor had initiated a senior management advance to canvass views on a wide-range of strategic issues.

Concluding his introductory comments, the Chancellor informed members that Professor Richard Chait of the Harvard Graduate School of Education would be facilitating a further discussion on governance prior to the next meeting of Council and that further details would be provided to Council members as soon as practicable.

During discussion, members raised a variety of issues including:

  • the view that all members should have an understanding of financial reporting including profit and loss, cash flow and balance sheet reporting;

  • a discussion on the adequacy of information provided to members on controlled entities. The Chancellor summarised the discussion noting that while Monash had progressed this matter, there was still more to be achieved in the areas of financial reporting, monitoring of risk exposure and performance measured against business plans;

  • the Chancellor agreed to give further consideration to the suggestion that a position description be developed for Council members;

  • in response to the suggestion that Council establish a Governance Group, the Chancellor agreed that one be established – initially overseen by Audit Committee;

  • that professional development for members be referred to the Governance Group;

  • a member noted that Council needed to be informed of potential problems as early as possible, and that in doing so the management group of Monash must feel confident that confidentiality of matters brought to the attention of Council would be maintained by all members;

  • it was suggested that business included on Council agendas be reviewed to ensure that Council had adequate time to consider important issues and that some matters may be able to be removed from the agenda. A member also commented that receipt of the agenda five to seven days prior to the meeting did not allow sufficient time to further research issues;

  • several elected members commented on the pressure they sometimes experienced from members of various constituencies. During discussion, it was noted that the legal position, and the likely changes to the Monash University Act 1958, clearly stated that members were not "representative" and while their views may reflect and be informed by the views of others, the responsibility of all members of Council, including elected members, was to "act in the interests of the University taken as a whole having regard to its objects" – the objects also being as specified in the Monash University Act 1958;

  • noting that Monash had a diverse and complex structure, it was suggested that both Council and senior management needed to continue to review and develop appropriate structures that facilitated the ongoing good management of the University and its entities;

  • members were encouraged to contact members of the executive or the Secretariat should they require further information on agenda items or wished to discuss/clarify issues before meetings of Council;

  • a member noted that the University needed to remain vigilant on issues of "risk management";

  • a weekend forum, possibly at a regional campus, was suggested;

  • members noted that the language in "policy documents" could be clearer; and

  • in response to a discussion on raising the profile of Council members, the following suggestions were made:

    • attendance at graduation ceremonies and postgraduate functions;

    • briefing sessions/forums with senior members of staff;

    • include profiles of Council members in Monash Memo; and

    • a suite of web pages including a photograph and short biographical details of each Council member.

Members discussed the appropriateness of the proposed Deed of Access and Indemnity and raised a number of concerns. Concluding the discussion, the Chancellor requested that, as a first step in resolving the concerns of members, Ms Alison Crook, Deputy Vice-Chancellor (Resources), arrange for Council members to receive a briefing on the matter from a representative from Allens Arthur Robinson and Mr John Freeman, Manager, Risk and Insurance.

RESOLUTION CL1/2003/3

Council received and discussed the document titled University Acts (Amendment) Bill Second Reading Speech together with a document outlining the proposed changes to the Monash University Act 1958 and discussed a range of issues relating to governance.

RESOLUTION CL1/2003/4

Council considered the draft Deed of Access and Indemnity and requested further clarification on a range of issues.

(File RMO2002/0221)

For action or noting by: Deputy Vice-Chancellor (Resources), Secretary to Council

1.6 Admission of Observers

Authorised observers were admitted to the meeting following confidential items.

2. Confirmation of Minutes of Previous Meetings

The Minutes of meeting 8/2002 held on 9 December 2002 were circulated.

RESOLUTION CL1/2003/5

Council confirmed the Minutes of meeting 8/2002 held on 9 December 2002.

PART B STARRED ITEMS

3. Chancellor’s Business

3.1 Australia Day Honours

The Chancellor acknowledged the awarding of Australia Day Honours for 2003 noting that Council member, Dr Brian Robinson was awarded an AM (Member of the Order of Australia) for service to environmental protection, particularly through the development of appropriate legislation and fostering partnerships between government, industry and the community to improve the physical environment.

RESOLUTION CL1/2003/6

Council noted with acclamation Australia Day Honours awarded to key individuals associated with Monash University as detailed in the paper provided.

(File RMO1999/0190)

4. Matters Arising from the Minutes (not dealt with elsewhere in the agenda)

PART C ITEMS FOR APPROVAL OR INFORMATION

5. Report of the Executive Committee of Council

5.1 Neurosciences Victoria Limited: Removal and replacement of Monash Appointed Directors

The Executive Committee of Council, acting under its delegation from Council, met on 18 December 2002 and approved, on behalf of Council:

  • the immediate removal from office of Professor Mal Horne and Professor Philip Beart as Monash nominated directors of NSV;

  • the appointment in their place of Professor Nicholas Saunders and Professor Bruce Tonge as Monash nominated directors of NSV; and

  • the signature by the Vice-Chancellor of all necessary formal documentation and correspondence required to give effect to these decisions.

(File RMO2001/0819)

5.2 Australian Sustainable Industry Research Centre Ltd

The Executive Committee of Council, acting under its delegation from Council, met on 18 December 2002 and approved, on behalf of Council:

  • Monash University becoming a member of Australian Sustainable Industry Research Centre Ltd (ASIRC) and agreeing to the company guarantee of $100.00;

  • Monash University entering into the joint venture establishing ASIRC by signing the consortium agreement with Central Gippsland Region Water Authority and Cooperative Research Centre for Waste Management and Pollution Control Ltd., on terms satisfactory to the University Solicitor’s Office; and

  • Professor Sam Adeloju being appointed as a Director of ASIRC.

(File RMO2002/1746)

RESOLUTION CL1/2003/7

Council noted the approvals granted by the Executive Committee of Council at its meeting held on 18 December 2002.

6. Reports of the Executive Sub-Committee of Resources and Finance Committee

6.1 Victorian Centre for Oral Health Science

A member requested further information on the risks and possible exposure of the University entering into the unincorporated joint venture. Further, a member requested details of the number of similar agreements the University had entered into.

Noting that the deadline for all parties agreeing to sign the agreement was 28 February, 2003, Council approved the Chancellor’s suggestion that Council approve Monash University entering into the unincorporated joint venture agreement, subject to the Chancellor receiving and accepting further advice on the matter.

RESOLUTION CL1/2003/8

Council approved, subject to the Chancellor receiving and accepting further advice on the matter:

  • Monash University entering into the unincorporated joint venture establishing the Victorian Centre for Oral Health Science, by signing the joint venture agreement between the University of Melbourne, Monash University, Agriculture Victoria Services Pty Ltd and Dental Health Services Victoria.

  • The nomination of the person named in the document presented as Monash University’s member of the Board.

(File RMO2002/1813)

For action or noting by: Deputy Vice-Chancellor (Resources), Dean and Director of Academic Programs/Director of Resources – Medicine, Nursing and Health Sciences, Divisional Director, Corporate Finance, Group Accountant

6.2 Gippsland Education Precinct Inc

In response to questions, Ms Alison Crook, Deputy Vice-Chancellor (Resources) informed Council that the Department of Education and Training would fund the operational costs and other expenses associated with establishing the facility and that the Department of Education and Training would be the owner of the building with Monash University providing the land.

RESOLUTION CL1/2003/9

Council approved:

  • Monash becoming a member of the incorporated association that will manage the Gippsland Education Precinct, subject to clearance of agreements by the University Solicitor’s Office;

  • The nomination of the person named in the document presented as a Board Member and Chairman, under the proposed rules of association;

  • The nomination of the second Board Member at its next meeting.

(File RMO2002/0368)

For action or noting by: Pro Vice-Chancellor, Gippsland, Deputy Vice-Chancellor (Resources), Divisional Director, Corporate Finance, Group Accountant

7. General Business

7.1 Senior Appointments

7.1.1 Acceptance of Offers

RESOLUTION CL1/2003/10

Council noted that the following had accepted the offers of appointment indicated below and wished to pass on their thanks to Council:

  • Professor Bob Bignall – Professor and Pro Vice-Chancellor, Monash University Malaysia.

  • Professor Carla Lipsig-Mummé – Professor, School of Political and Social Inquiry, Faculty of Arts.

  • Dr Margaret O’Connor – Vivian Bullwinkel Chair of Nursing, School of Nursing, Faculty of Medicine, Nursing and Health Sciences.

RESOLUTION CL1/2003/11

Council noted that the following had accepted the indicated offers of appointment approved by the Special Professorial Appointments Committee of Council:

  • Professor Mike Brisk – Emeritus Professor.

  • Dr Charanjit Bambra – Professorial Fellow, Monash Institute of Reproduction and Development, Faculty of Medicine, Nursing and Health Sciences.

  • Professor Brian Cherry – Honorary Professorial Fellow, School of Physics and Materials Engineering, Faculty of Engineering and Faculty of Science.

  • Professor John Crossley – Fixed-Term Professor, Faculty of Information Technology.

  • Dr Maria Forsyth – Professorial Fellow, School of Physics and Materials Engineering, Faculty of Engineering and Faculty of Science.

  • Professor Greg Reinhardt – Adjunct Professor, Faculty of Law.

(File Personnel)

7.1.2 Professor of Respiratory Medicine – Appointment

RESOLUTION CL1/2003/12

Council approved an offer of an appointment as a Professor of Respiratory Medicine, Faculty of Medicine, Nursing and Health Sciences, as per the report of the selection committee, be made to the person named in the document presented.

(File Personnel)

For action or noting by: Dean and Director of Academic Programs/Director of Resources – Medicine, Nursing and Health Sciences, Manager, Senior Appointments

7.2 Posthumous Awards

RESOLUTION CL1/2003/13

Council conferred posthumous awards to Adam Jason Dunning and Toby Dylan Noble.

(File Personnel)

For action or noting by: Acting Dean and Faculty Academic Manager – Engineering, Manager, Graduations, Mr B Corless, Graduations Officer

8. Next Meeting

The next meeting of Council is scheduled to be held at 5.00 pm on Monday, 24 March 2003 at Monash University Parkville Campus.