The University recognises that effective governance of University entities is essential to achieving the entities overall mission and management of risk. This policy applies to all University entities and is designed to ensure:

1. that the board of a University entity possesses the skills, knowledge and experience necessary to provide proper stewardship and control of the entity;

2. independent directors are included in the composition of any board of a University entity;

3. that boards adopt and evaluate regularly a written statement of their governance principles;

4. that boards document a clear corporate and business strategy that reports and updates annually the entity’s long term objectives and includes an annual business plan containing achievable and measurable performance targets and milestones; and

5. the establishment and documentation of clear expectations of reporting to its shareholders (or equivalent) on a regular basis.

"incorporated entity" means a legal entity registered under law as an association or company. It may include some staff and student clubs and societies.

"association" means a society, club, institute or entity formed and registered under the Associations Incorporation Act 1987 (WA). An association cannot be established for the purposes of trading or securing profit, though it can trade and make a profit provided this is ancillary to its principal purpose.

"University entity" means an incorporated entity or association associated with the University.

"staff" means all full time and part time academic and general staff who are permanent or with a contract of one year or more, plus visiting fellows and research fellows.

"board" means the organisation of persons collectively responsible for the governance of the University entity.

1. The board has the authority and the responsibility to oversee the performance of the functions, determine the policies and control the affairs of the University entity.

2. The board is responsible for developing strategy and policy including:

a. Ensuring a strategic planning process exists and is conducted on a regular basis.

b. Providing input to and reviewing the business strategy.

c. Reviewing and approving the broad actions that are to be adopted in order to achieve the strategic plan.

d. Monitoring success in implementing business strategy.

e. Determining policy and ensuring policy compliance.

f. Ensuring that policies exist on key issues taking into account exposure to various risks and reviewing compliance.

g. Ensuring the highest standards of financial and ethical behaviour.

h. Adopting clearly defined delegations of authority.

3. The board is responsible for budgeting, planning and performance management including:

a. Ensuring an annual budget is prepared, submitted and approved.

b. Agreeing on key performance indicators.

c. Reviewing performance against goals and ensure corrective action is taken where necessary.

4. The board is responsible for internal controls and management information systems including:

a.	Ensuring adequate reporting systems and internal controls (both operational and financial) are in place for monitoring and compliance activities.
b.	Monitoring compliance with the internal control structures of the entity.
c.	Ensuring an audit program is implemented under the guidance of the Audit & Risk Management Committee and/or the Office of Internal Audit and Risk Management.
d.	Confirming that internal control recommendations made by auditors have been implemented.
e.	Considering with auditors any fraud, illegal acts, deficiencies in internal control or other similar issues.
f.	Ensuring adequate management information systems exist so that the board can discharge its responsibilities.
g.	Ensuring competent, reliable, experienced and suitably qualified delegates are responsible for monitoring financial performance.
h.	Obtaining regular updates from management regarding regulatory compliance matters.
h.	Reviewing the findings of any examinations by regulatory agencies.

5. The board is responsible for managing risk including:

a.	Understanding the areas of greatest financial and business risk and implementing strategies for managing these risks.
b.	Arranging for management to monitor risk and report on this and other matters that may affect the entity’s reputation or financial position.
c.	Ensuring a Risk Management plan exists and annually reviewing this plan.
d.	Determining if an appropriate "control culture" has been established and is being followed.
e.	Ensuring that the importance of risk management and the need for effective internal controls is communicated to all staff and ensuring that they have a clear understanding of their roles and responsibilities.
f.	Ensuring major decisions are adequately considered by the board. That is, the board should not act as a "rubber stamp".
g.	Ensuring the entity is in a sound financial position and is able to meet its debts and other obligations when they fall due. The board should ensure that the entity is not operating when it is insolvent or near to insolvent.
h.	Understanding its responsibilities and liability in respect to solvency. If any doubt exists as to solvency, independent professional advisors should be appointed
i.	Communicating to staff the limits of their authority to act in areas that may result in actual or potential risk to the entity.
j.	Ensuring an established channel of communication exists for individuals to report suspected breaches of laws or regulations.
k.	Ensuring any advice received from related parties of the entity is independently assessed prior to adoption.
l.	Ensuring the directors and officers of the entity are adequately covered by Directors and Officers and Professional Indemnity

6. The board is responsible for:

a. Reporting to its shareholders or equivalent.

b. Overseeing audit processes and reviewing reports.

c. Ensuring the scope of the external audit is appropriate.

d. Requiring and monitoring regulatory compliance.

e. Ensuring the University entity complies with the law.

f. Ensuring effective and timely communication between the board and its shareholders on significant matters.

The Office of Financial Services of the University shall be responsible for keeping the accounting records of the entity and preparing the financial statements.

The audited financial statements of the University entity shall be sent to its shareholders and reviewed by the Resources Committee of the University within three months of the financial year-end of the entity.

7. The board is responsible for its own effectiveness including:

a.	Ensuring meetings are held with appropriate frequency and include a written agenda, accurate and timely papers and minutes.
b.	Ensuring the board has an appropriate skill base and mix of executive and independent directors.
c.	Providing a thorough induction to directors and if necessary providing training.
d.	Ensuring that all directors have access to the advice and services of the University Company Secretary who has the responsibility for ensuring that board procedures are followed and applicable laws are complied with.
e.	Regularly reviewing and assessing the performance and contribution of all directors, and maintaining a meeting attendance register.

8. The board shall be comprised according to the following guidelines:

a. University appointees at least equal to the ratio of University to non-University equity in the entity;

b. The University appointees shall comprise:

i.	One member designated as the Vice Chancellor’s representative, who shall be responsible for keeping the Vice Chancellor fully informed of the entity’s activities and of any potential risk to the University from those activities;
ii.	The Chief Financial Officer or Director of Finance of the University;
iii.	At least one independent member who is a University appointee but who is not a staff member of the University;

9. The board shall be responsible for ensuring there are no conflicts of interest that may interfere or be seen to interfere with the effective operation of the board including:

a.	Ensuring that directors nominated for appointment to the board are free of potential conflicts that could jeopardise their independence.
b.	Requiring that a declaration of any direct of indirect pecuniary interest in any association or activity that may give rise to a conflict of interest or impede independence be given prior to appointment.
c.	Requiring that if a conflict of interest arises, that it shall be declared by the director and the director excluded from any discussion of the matter giving rise to the conflict and from any decision made in relation to the matter.

10.     The board shall be supported by a Company Secretary provided by the University Secretariat.

Staff acting contrary to this policy are liable to be dealt with in accordance with the University’s disciplinary procedures.