Board Member Responsibilities

Duties of Members and Conflict of Interest

The role, functions and powers of the Board are expressed in detail in the University's Act. Board members individually have certain responsibilities that are prescribed in Schedule 2A of the University's Act. The provisions are as follows:

University of Western Sydney Act 1997
Schedule 2A Duties of Board members

  1. Duty to act in best interests of University
    A member of the Board must carry out his or her functions:
    (a) in good faith in the best interests of the University as a whole, and
    (b) for a proper purpose.
  2. Duty to exercise care and diligence
    A member of the Board must act honestly and exercise a reasonable degree of care and diligence in carrying out his or her functions.
  3. Duty not to improperly use position
    A member of the Board must not make improper use of his or her position:
    (a) to gain, directly or indirectly, an advantage for the member or another person, or
    (b) to cause detriment to the University.
  4. Duty not to improperly use information
    A member of the Board must not make improper use of information acquired because of his or her position:
    (a) to gain, directly or indirectly, an advantage for the member or another person, or
    (b) to cause detriment to the University.
  5. Disclosure of material interests by Board members
    (1) If:
    (a) a member of the Board has a material interest in a matter being considered or about to be considered at a meeting of the Board, and
    (b) the interest appears to raise a conflict with the proper performance of the member's duties in relation to the consideration of the matter,
    the member must, as soon as possible after the relevant facts have come to the member's knowledge, disclose the nature of the interest at a meeting of the Board.

    (2) A disclosure by a member of the Board at a meeting of the Board that the member:
    (a) is a member, or is in the employment, of a specified company or other body, or
    (b) is a partner, or is in the employment, of a specified person, or
    (c) has some other specified interest relating to a specified company or other body or to a specified person,
    is a sufficient disclosure of the nature of the interest in any matter relating to that company or other body or to that person which may arise after the date of the disclosure and which is required to be disclosed under subclause (1).

    (3) Particulars of any disclosure made under this clause must be recorded by the Board in a book kept for the purpose and that book must be open at all reasonable hours for inspection by any person on payment of a reasonable fee determined by the Board.

    (4) After a member of the Board has disclosed the nature of an interest in any matter, the member must not, unless the Board otherwise determines:
    (a) be present during any deliberation of the Board with respect to the matter, or
    (b) take part in any decision of the Board with respect to the matter.

    (5) For the purpose of the making of a determination by the Board under subclause (4), a member of the Board who has a material interest in a matter to which the disclosure relates must not:
    (a) be present during any deliberation of the Board for the purpose of making the determination, or
    (b) take part in the making by the Board of the determination.

    (6) A contravention of this clause does not invalidate any decision of the Board.

    (7) This clause does not prevent a person from taking part in the consideration or discussion of, or from voting on any question relating to, the person's removal from office by the Board pursuant to section 32G.

    (8) This clause applies to a member of a committee of the Board and the committee in the same way as it applies to a member of the Board and the Board.

    (9)For the purposes of this clause, a member has a material interest in a matter if a determination of the Board in the matter may result in a detriment being suffered by or a benefit accruing to the member or an associate of the member.

    (10) In this clause:
    associate of a member means any of the following:
    (a) the spouse, de facto partner, parent, child, brother or sister, business partner or friend of the member,
    (b) the spouse, de facto partner, parent, child, brother or sister, business partner or friend of a person referred to in paragraph (a) if that relationship is known to the member,
    (c) any other person who is known to the member for reasons other than that person's connection with the University or that person's public reputation.

Board of Trustees Charter

The Board of Trustees Charter (PDF, 87.98 KB) summarises the role, responsibilities, structures and processes of the Board of Trustees.

Code of Conduct

The University's Code of Conduct establishes the broad ethical framework in which the University operates. It articulates the University's commitment to adhering to and demonstrating the highest standards of personal and professional conduct.

Register of Interests

In accordance with the provisions of the University's Commercial Guidelines the University maintains a Register of Interests for Board and Committee members and senior University staff involved in commercial decisions. The Register is maintained by the Policy and Governance Unit.

Reimbursement of Expenses

The University values the contribution made by all members and seeks to support them to participate effectively in University governance. The Board at its meeting on 9 September 2015 approved the implementation of an honorarium payment to external and student Board members.

External and Student Board members can elect to receive an honorarium of $650 for each Board meeting, which is a total of $4,550 per annum, based on the new schedule of six Board meetings and a strategy day. The honorarium is paid fortnightly. Income tax is deducted from that amount and, in addition, superannuation is paid into UniSuper (unless a different fund is nominated). If Board members do not wish to receive an honorarium, the University will pay an amount equivalent to the honorarium into the University's Foundation Fund for student scholarships. If a Board member does not elect to receive the honorarium, they are entitled to receive reimbursement of out of pocket expenses associated with their attendance at meetings and activities associated with their role.

Staff members on the Board receive reimbursement according to the normal staff related policies of the University. All members of the Board are also provided with free parking on University campuses.

The University is also committed to supporting the professional development of Board members and will provide up to $2,000 per annum per Board member towards the cost of approved development activities for all Board members.  Such activities could include attendance at the National Governance Conference and relevant short courses for directors and governing body members. Board members are also able to access any of the internal development programs run within the University.

Approvals for expenditure by and reimbursement to Board members are undertaken by the Director, Governance Services.

Standing Orders

The Board of Trustees has adopted a set of Standing Orders (opens in a new window) that cover procedural matters related to the Board's meetings.

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