• Section 1 - Introduction
• Section 2 - Purpose
• Section 3 - Scope
• Section 4 - Audience
• Section 5 - Definitions
• Section 6 - Principles
• Section 7 - Requirements
• Nomenclature
• Establishment and Approval 
• Equitable Decision Making
• Record Keeping
• Reporting Requirements
• Issue Escalation and Breach Reporting
• Integrity
• Review, Amendment and Disestablishment
• Section 8 - Responsibilities
• Policy and Delegations Officer
• Delegates
• Section 9 - Appendices

Section 1 - Introduction

(1) The University of Newcastle (University) acknowledges that effective governance for the establishment, operation, review and disestablishment of committees is required to ensure that committees remain purposeful, accountable, efficient and aligned with institutional priorities.

(2) The University values engagement as a mechanism for achieving its strategic objectives. Committees are a recognised and valuable arrangement that can facilitate engagement and drive delivery of actions, decision-making, and achievement of goals. 

Section 2 - Purpose

(3) This Policy establishes the requirements for committees of the University, including committees of its governing body.

Section 3 - Scope

(4) This Policy applies to committees of the University, including committees established by Council and Academic Senate. Where a provision of this Policy is inconsistent with the University of Newcastle Act 1989, the Council Charter, or a Council-approved Committee charter, the legislative or Council-approved instrument prevails.

(5) This Policy applies to a body that is established:

1. to provide ongoing expert, technical, professional, or stakeholder advice, endorsements or recommendations to inform or influence decision making by a delegate, Council, Academic Senate, or another University body;
2. to make decisions on behalf of the University or exercise delegated authority;
3. to provide governance, oversight, prioritisation, monitoring or strategic direction of a project, portfolio, function or area of University activity;
4. under a policy or other governance or statutory instrument to perform specified functions, responsibilities, or discharge obligations; or
5. to provide a formal and ongoing mechanism for representing and communicating the views, interests or positions of a defined stakeholder group in support of University governance, consultation or compliance.

(6) A committee is within the scope of this Policy where it performs a governance, oversight, advisory, assurance or operational function on behalf of the University, or is established to fulfil the University's academic, research, regulatory or corporate obligations, regardless of its membership or whether it is established jointly with external organisations.

(7) This Policy does not apply to:

1. committees of the University's controlled entities;
2. committees, boards or similar bodies that form part of the governance structure of a trust and are governed by the relevant trust deed;
3. the following, where responsibility for oversight, governance and decision-making remains with another body, delegate, or position holder:
   1. a body established temporarily with the primary function of undertaking operational work, developing proposals, investigating issues, providing limited subject matter expertise, or delivering a specific task (such as but not limited to working groups);
   2. a group of people with shared interests, concerns or duties who collaborate or interact regularly to share knowledge, build skills and improvement processes (such as but not limited to community of practice); or
   3. management groups and leadership groups established to coordinate, direct, or monitor activities of staff through existing line management arrangements (such as but not limited to management teams). 

(8) Committees must not be established or operated in a manner that avoids or circumvents the requirements of this Policy. Where there is uncertainty regarding whether a body constitutes a committee for the purposes of this Policy, the General Counsel and Chief Governance Officer, or their nominee, will determine the appropriate classification having regard to the body’s purpose, functions, authority, membership, reporting arrangements and decision-making responsibilities.

Section 4 - Audience

(9) This Policy should be read and understood by staff of the University and by persons serving as members of University committees.

Section 5 - Definitions

(10) In the context of this document the following definitions apply:

1. “body” means a formally established group of persons established for a common purpose and includes a committee, sub-committee, panel, board, reference group, or similar arrangement; 
2. “parent committee” means a primary or higher-level committee from which another committee derives its authority, responsibilities, membership, or reporting relationship;
3. “Responsible Executive” means a member of the Executive Leadership Team who may determine that a committee be established or disestablished, subject to approval under delegated authority.

Section 6 - Principles

(11) The following principles apply to committees of the University and must be considered when establishing a committee or reviewing a committee’s performance.

(12) Committees must:

1. except where otherwise established under the authority of Council or Academic Senate, be approved by an authorised delegate; 
2. have clearly defined functions that align with the University's strategic objectives and minimise duplication of effort;
3. be established and operate in a transparent and compliant manner, ensuring continued compliance with regulatory obligations and University policy;
4. comprise an appropriate membership and structure that achieves diversity in representation, balanced participation, and fulfilment of collective responsibility;
5. provide demonstrable value and be established only where their functions cannot reasonably be fulfilled through existing governance structures;
6. apply the University's ethical decision-making principles and procedural fairness in a transparent manner; and
7. be subject to regular review to ensure continued performance and compliance with the requirements of this Policy.

Section 7 - Requirements

Nomenclature

(13) The title assigned to a body must accurately reflect its purpose and functions.

(14) The title assigned to a body does not determine whether this Policy applies. 

(15) A body must not be assigned a title that could reasonably be interpreted as conferring authority, governance status or decision-making powers beyond those formally approved.

(16) Where the General Counsel and Chief Governance Officer, or their nominee, determines that the title assigned to a body is inconsistent with its approved functions, authority or responsibilities, the Responsible Executive must ensure that the title is amended accordingly.

(17) The titles “Council” and “Senate” are reserved for the University's governing bodies established under the University of Newcastle Act 1989. No other University body may be designated as a Council or Senate unless expressly approved by the Vice-Chancellor following consultation with the General Counsel and Chief Governance Officer.

Establishment and Approval 

(18) Notwithstanding Clause 20, each committee must be established by way of a Terms of Reference. At a minimum the Terms of Reference must demonstrate compliance with the requirements of this Policy. 

(19) A Terms of Reference template can be found here.

(20) Committees of Council must be established by way of a Charter, unless otherwise authorised by Council.

(21) The establishment of a committee is subject to approval by an authorised delegate. The delegated authority to establish a committee includes authority to approve:

1. the committees’ Terms of Reference and any future variations; 
2. the disestablishment or renaming of the committee.

(22) Where a committee is proposed to have delegated authority, approval of the Terms of Reference is subject to approval of the delegated authority by the Vice-Chancellor or Council, as appropriate and in accordance with the Governance Rule.

(23) Approved Terms of Reference and Committee Charters must be published via the University Committee Register.

Equitable Decision Making

(24) To support equitable decision-making, the committee membership structure must be designed to provide balanced representation of relevant stakeholders, with each member afforded equal opportunity to contribute to deliberations. 

(25) Chairs are responsible for facilitating balanced participation and ensuring that members have reasonable opportunity to contribute to deliberations.

Record Keeping

(26) All committees are required to prepare an agenda for each meeting.

(27) Committees with delegated authority, or who are responsible for endorsing or recommending matters subject to a delegation of authority must:

1. produce minutes of each meeting; and
2. notify relevant stakeholders of the outcomes of each meeting.

(28) Committees with no delegated authority or responsibility for endorsing or recommending matters subject to a delegation of authority, must produce a document detailing actions arising from each meeting.

(29) Record keeping must be compliant with the requirements of the Records Governance Policy.

Reporting Requirements

(30) A committee cannot be established without clear reporting arrangements. Reporting is required to be provided to either the parent committee or a Responsible Executive on a regular basis. 

(31) Reporting requirements and responsibilities must be clearly documented within the Terms of Reference or Charter.

(32) At a minimum, reporting must outline:

1. how the assigned functions are being achieved;
2. any barriers to achieving the assigned functions; and
3. recommendations for improvement.

Issue Escalation and Breach Reporting

(33) Committee members are individually responsible for escalating issues within the University's operating environment where it is perceived that such issues may place the University at risk.

(34) Each committee Terms of Reference must require the committee, as a collective, to escalate any knowledge of compliance breaches in accordance with the Compliance Management Framework.

(35) Each committee Terms of Reference must require the committee, as a collective, to ensure that where members become aware of, or discuss, significant changes to requirements placed on the University (including through communications received from Regulators or Government Agencies), that this information is forwarded to Legal and Governance Services. Legal and Governance Services will assess the information and, if required, update obligations recorded in the Compliance Register.

Integrity

(36) To ensure the requirements of the Disclosure of Interest Policy and procedure are met, each Terms of Reference or Charter must require:

1. members of the committee to disclose all conflicts of interest; and
2. the committee Chair to be responsible for managing conflicts of interest.

(37) All members of committees are required to comply with the University's relevant codes of conduct. (See Staff Code of Conduct / Student Code of Conduct).

Review, Amendment and Disestablishment

(38) The Committee Chair is responsible for ensuring that the committee is subject to regular review, at least annually or as otherwise approved in the Terms of Reference. The review should:

1. confirm the suitability of its current membership, or identify required amendments;
2. determine the committees’ ability to meet the requirements of this Policy; and 
3. confirm the ongoing need for the committee to operate.

(39) A committee may be disestablished or renamed at any time, subject to approval by an authorised delegate.  All members must be notified in writing of any such approval.

(40) A Terms of Reference may be amended at any time, subject to approval by an authorised delegate. Any amendment to the Terms of Reference must be subject to consultation and due diligence commensurate with the committee’s role, purpose and governance requirements.

Section 8 - Responsibilities

Policy and Delegations Officer

(41) The Policy and Delegations Officer is responsible for administering the Committee Register.

Delegates

(42) Delegates with authority to approve the establishment or disestablishment of University committees are responsible for ensuring the requirements of this Policy are met.

(43) Notifications of approved changes to Terms of Reference, committee nomenclature, or disestablishment of a committee must be reported to the Policy and Delegations Officer.

Section 9 - Appendices

(44)  Terms of Reference Template