(1) The Western Sydney University Act 1997 requires the Board of Trustees to ensure that a controlled entity does not exercise a function or engage in an activity that is not authorised by or under the Act and to ensure that appropriate levels of control are in place. (2) Western Sydney University has established a number of controlled entities as companies under the Corporations Act 2001 (Cth) and also acquires interests in associated entities from time to time. (3) This framework sets out how the University manages its relationship with controlled and associated entities with a view to maximising their effectiveness and promoting good governance and sound risk management. (4) This framework applies to the establishment and management of the University's interests in controlled and associated entities of the University. (5) Associated entity – is defined in s.50AAA of the Corporations Act 2001 (Cth) to mean an entity that is the member of the same corporate group, or if one entity has a certain degree of control over another, for example, through the appointment of directors to the board or share ownership. (6) Board – means the board, governing body or ultimate management committee of a controlled or associated entity. (7) Controlled entity – means an entity that is subject to the control of the University as defined in s.50AA of the Corporations Act 2001 (Cth). The University treats entities as controlled entities if the University: (8) Director, for the purposes of this Framework, refers to a person appointed by the University to the board of a controlled or an associated entity. (9) Entity, for the purposes of this Framework, refers to a company, an incorporated association, a trust, an incorporated or unincorporated joint venture or partnership arrangement. (10) The establishment of a University controlled entity or acquisition of an interest in an associated entity falls within the definition of a commercial activity under the University's Commercial Activities Guidelines. (11) The Board of Trustees has reserved to itself authority to approve the establishment of a controlled entity, and has not delegated this function. Acquisition of an interest in associated entities is also governed by the University's Delegations of Authority Policy. (12) Section 22A of the Western Sydney University Act prescribes certain minimum governance requirements for University controlled entities. (13) These include requirements that boards of University controlled entities should: (14) Controlled and associated entities are expected to adhere to the following principles: (15) In addition to these principles, controlled and associated entities are also expected to adopt and comply with other relevant corporate governance principles prescribed by law, including for instance, under the Higher Education Standards Framework (Threshold Standards) 2021. (16) Each controlled or associated entity is to have its own constitution that describes its objects and functions, and which should appropriately align with the University’s object and functions. (17) All controlled entity constitutions should: (18) The Vice-Chancellor and President or that person’s sub-delegate (on the advice of the Office of General Counsel) has delegated authority to approve the constitution of a controlled or associated entity, including any amendment to it, subject to the requirements of Clauses (and sub-clauses)(16) and (17). (19) Section 250D of the Corporations Act 2001 permits the University to appoint a representative to exercise all or any of the powers of the body corporate at, among other things, a members’ meeting. (20) To that end, the Board of Trustees has delegated this function to: (21) In order to comply with requirements and under section 22A of the Western Sydney University Act 1997 with respect to composition of controlled entity boards, the Board of Trustees has delegated authority to its Board Executive Committee to review and endorse the appointment of all University-appointed directors. Approval is required even if an entity board has direct power to appoint directors under its constitution. (22) Section 22A of the Western Sydney University Act 1997 prescribes that, where possible, some directors should be people who are not members of the Board of Trustees, or who are not University staff or students. (23) All proposals for appointment of new directors to controlled or associated entities must be submitted to the University Secretary for endorsement by the Board Executive Committee, and must include the following details: (24) The following additional information is required for new appointments to the boards of controlled entities: (25) The term of appointment for directors is generally as follows, subject to the entity constitution: (26) All directors are required to: (27) Each director is required to act in the best interest of the entity to which they are appointed and as required by law, but subject (if appropriate) to s.187 of the Corporations Act 2001 for wholly-owned subsidiaries. (28) Directors’ responsibilities include: (29) All directors are required to comply with relevant University policies governing conduct, including this Framework, the University’s Code of Conduct and Conflict of Interest Policy. (30) The University expects the boards of controlled and associated entities to: (31) Remuneration of directors, as may be recommended by the entity board, should be determined in consultation with the University. (32) The following principles apply: (33) An entity board must appoint an appropriately qualified and experienced company secretary and/or public officer. (34) The University Secretary and/or Company Secretary, Entities and Associate Director Secretariat, is to act as company secretary of University controlled entities, except for existing controlled entities with their own company secretary. (35) If a public officer is required, the Vice-President, Finance and Resources is to nominate a University employee located within that Division to act in this role. (36) To avoid conflicts of interest, associated entities are to engage their own company secretary and public officer. (37) A controlled entity can only be wound up and its assets distributed according to its constitution and (if applicable) shareholder or member agreement and with the prior approval of the Board of Trustees. (38) Termination of the University's participation in an associated entity must be approved by the Board of Trustees and in accordance with the relevant shareholder agreement. (39) The boards of controlled and associated entities are responsible for ensuring the entity’s compliance with the University's annual and other reporting requirements, including: (40) Controlled entities are required to comply with the University's governance and risk frameworks in order to promote and strengthen a positive safety and security culture and build resilience to foreign interference. (41) Controlled entities are also required to report or provide assurance in relation to financial performance and controls and management of risk. This is normally done via quarterly reports to the Audit and Risk Committee and Finance and Investment Committee. (42) The board of a University controlled entity, or a director of an associated entity, must inform the Vice-Chancellor and President promptly upon becoming aware of any of the following as it relates to that entity: (43) Any notifications under Clause (42) are to be reported to, as appropriate, the Board of Trustees Finance and Investment Committee and/or Audit and Risk Committee. (44) A controlled entity must make its financial and other records available to the University’s internal auditors upon request. (45) All controlled entities must be audited by the NSW Audit Office, or by other arrangements approved by the NSW Audit Office and by the University. (46) The Vice-Chancellor and President may at any time require an audit of a University controlled entity to be carried out, either by the Office of Audit and Risk Assessment or by an independent auditor. A copy of any such audit report will be made available to the entity board and to the Board of Trustees (via its Audit and Risk Committee). The entity board is expected to implement any recommendations from the audit report. (47) Controlled and associated entities are generally responsible for establishing and implementing their own policies and procedures, including those relating to risk and compliance. (48) Controlled entities may adopt University policies, frameworks and procedures as appropriate or as directed by the University. The board of a controlled entity is responsible for ensuring compliance. (49) Controlled and associated entities are responsible for establishing their own staffing policies and conditions, including salary and superannuation. (50) Controlled and associated entities are not permitted to employ, second or otherwise engage current University employees unless: (51) Controlled and associated entities must effect and maintain appropriate types and levels of insurance to manage risks against which a prudent organisation would normally insure, and specific to the needs of the entity, including: (52) A University controlled entity may have access to the University’s insurance cover, but on the conditions that the entity: (53) A controlled entity may, with the prior approval of the Board Executive Committee, enter into a deed of indemnity with a director or other officer on such terms as the Board Executive Committee considers appropriate, and within any limits prescribed under the Corporations Act 2001.Controlled and Associated Entities Governance Framework
Section 1 - Introduction
Background
Purpose and Application
Section 2 - Definitions
Section 3 - Establishment or Acquisition
Requirements
Section 4 - Governance of Controlled and Associated Entities
Requirements under Western Sydney University Act
Governance Principles Generally
Constitution
Body Corporate Representative
Board Composition and Appointment Process
Directors’ Duties
Board Responsibilities
Remuneration of Directors
Company Secretary/Public Officer
Winding Up or Termination of Participation
Section 5 - Compliance and Risk
Reporting and Assurance Responsibilities
External Audit of Controlled Entities
Policies and Compliance
Employment Practices and Conditions
Insurance and Indemnities
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The above is not an exhaustive list and ultimately depends on the particular circumstances.