PURPOSE
This policy outlines the key principles of governance at Global Leadership Institute (GLI).

SCOPE
Whole Institute

POLICY
GLI’s Governing Board acts for and on behalf of GLI. It controls and manages the Institute’s affairs and concerns. Governing Board provides strategic leadership and is the governing authority of the Institute through:

• corporate governance;
• academic governance;
• executive management.

CORPORATE GOVERNANCE
Governing Board is responsible for GLI’s corporate governance. This includes but are not limited to:

• ensuring compliance with all legislative requirements and the Institute’s constitution;
• approving the mission and strategic direction of the Institute and monitoring performance in achieving the goals within the Strategic Plan;
• appointing a President to manage the affairs of the Institute, within the strategic framework approved by Governing Board;
• monitoring the performance of the President, approving guidelines for the evaluation of his or her performance and guidelines for remuneration;
• ensuring an appropriate level of risk management for the Institute and overseeing and monitoring the risk management policies, practices and performance;
• approving budgets and reviewing performance against budgets, to ensure the financial viability of the Institute;
• ensuring that business continuity is maintained;
• establishing, reviewing and overseeing the implementation of Institute policies consistent with legal requirements and community expectations;
• delegating appropriate and relevant functions to management with clarity of purpose and understanding of the level of delegation, and monitoring the implementation of those delegations;
• overseeing and monitoring the academic activities of the Institute to ensure that the quality of higher education is being maintained, including by conferring degrees awarded by the Institute and ensuring they are awarded legitimately;
• approving significant commercial activities of the Institute;
• setting the cultural and ethical tone of the Institute through engagement via regular and timely communication with stakeholders;
• managing the Board’s own affairs through; monitoring and managing potential conflicts of interest, effectively managing its own operations, induction and professional development of members and reviewing and assessing Board’s performance on an annual basis.

Governing Board may delegate its powers or functions to a member or standing committee of Governing Board, or a member of GLI staff.

GLI Organisational Chart

All Governing Board members must be fit and proper to fulfil both their individual and collective duties on a continuing basis. This includes appropriate knowledge, skills, experience, and background as required for their position, and must act with diligence, honesty, and integrity on an informed basis. GLI documents the requirements for each position.

In determining whether a person is proper to hold a position on Governing Board, GLI considers whether the person has:

• resisted compliance with legal or regulatory requirements;
• been misleading or untruthful in dealing with regulatory bodies;
• perpetrated or participated in discreditable professional practices;
• been reprimanded or terminated from a position for matters relating to honesty, integrity or business conduct;
• ever been the subject of civil or criminal proceedings;
• a conflict of interest that will influence their ability to carry out their role and function.

Demonstration of one or more of the above criteria necessitates further consideration of a person’s status or suitability to be appointed or continue as a Governing Board member. If a person does not have current knowledge in a required area, the person may be required to undertake any training reasonably required by the Institute to meet or to continue to meet the required level of knowledge and skills.

Membership
Membership of the Governing Board are:

• an independent Chair
• three independent members, appointed by the Governing Board with expertise in one or more of the following:
  • the courses offered by the Institute;
  • risk management;
  • financial control;
  • legal expertise.
• one Director nominated by the Board of Directors
• President (ex officio)
• Chair of Academic Board (ex officio)

Secretary
A suitably qualified person is appointed as secretary by Governing Board.

Terms of Office

• non ex officio members of Governing Board shall serve for a three-year term, renewable at the discretion of Governing Board.
• ex officio members of Governing Board have terms of office for the duration of their employment at GLI.
• casual vacancies shall be filled by invitation of Governing Board and shall serve only the remaining period of the member they replace.

Quorum and Conduct of Meeting
At any meeting 50% of members form a quorum. If a quorum is not present the meeting will lapse. In such cases the Chair and those members present may consider business that was to be addressed. Any proposed actions or recommendations are forwarded to all members of the Board for their consideration and possible endorsement via flying minute.

Frequency of Meetings
Governing Board meets at least four times per year. One of the meetings is the Annual General Meeting.

Removal from Office
Governing Board may remove a member of the Board from office for failure to disclose conflict of interest, failure to act in the best interest of the Institute, non-exercising of independent judgment, disclosure of confidential material or failure to attend two or more consecutive meetings.

The removal from office may be effected only at a meeting of Governing Board of which notice (including notice of the motion that the member concerned be removed from office for breach of duty) was duly given. The motion for removal must not be put to the vote of the meeting until the member concerned has been given a reasonable opportunity to reply to the motion at the meeting, either orally or in writing. If the member to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.

STANDING COMMITTEES OF GOVERNING BOARD
Governing Board is supported in its operation by the following Standing Committees and Boards. Those Committees and Boards have their own terms of reference approved by Governing Board. The Board may form ad hoc committees for specific purposes and with limited life not exceeding one year.

• Academic Board
• Finance and Budget Committee
• Risk Management Committee

The Governing Board will also approve the Terms of Reference for a Student Representative Group (SRG). The SRG is a forum of Registrar, academic, student support staff, and student representatives whose task is to consider, evaluate and monitor the quality and effectiveness of academic, administrative and student support services and functions.

The responsibilities of Academic Board are outlined in the Academic Board Terms of Reference Policy. The responsibilities of other Standing Committees are outlined in the Governing Board Standing Committees Terms of Reference Policy.

Governing Board may form a subcommittee, working group or working party of Governing Board.

Governing Board also approves the terms of reference for the Student Representative Group (SRG). SRG is a forum of Registrar, academic, student support staff, and student representatives whose consider, evaluate and monitor the quality and effectiveness of academic, administrative and student support services and functions.

Strategic Framework
The vision, mission, values, goals, and graduate attributes of GLI are detailed in the rolling five-year GLI Strategic Plan which is reviewed annually against performance. Governing Board is responsible for the GLI Strategic Plan, including budget implications for goals and projects. The various GLI operational plans contain planned outcomes in terms of deliverables or performance targets. These plans are reviewed annually in light of the planned priorities of the Institute, and are modified when required. The President is responsible to Governing Board for the performance of GLI in meeting the goals set out in the Strategic Plan.

Induction and Training
To ensure best practice and continuous improvement, Governing Board members need to maintain currency in skills, knowledge, and commitment to the vision, mission, and values of GLI. The Chair of Governing Board is responsible for ensuring that Governing Board members are provided with appropriate induction and regular professional development to inculcate and enhance the competencies of effective governing boards. Governing Board will seek to integrate these competencies in assessable ways into its processes by conducting a New Member Induction seminar to orient members to the programs and operation of GLI and their obligations and responsibilities as Governing Board members.

Self-Evaluation
Individual Governing Board members will complete an Annual Performance Evaluation, including reflections on skills, performance, attendance, and contribution to Governing Board. Every two years, Governing Board will also conduct a self-evaluation to highlight concerns and recommend actions for improvement.

External Review
Every five years, GLI will commission an independent review by an external expert to provide recommendations for improvement to ensure appropriate, effective, and innovative operations in GLI corporate governance. Recommendations arising from the review will be discussed at Governing Board and agreed actions will be implemented.

2.   ACADEMIC GOVERNANCE
Academic Board has the delegated responsibility from Governing Board for academic governance of GLI. This includes responsibility to review, monitor and ensure academic standards and quality assurance. These will be in accordance with the Higher Education Standards (Threshold Standards) and other requirements of Tertiary Education Quality Standards Agency (TEQSA).

Induction and Training
To ensure best practice and continuous improvement, Academic Board members need to maintain currency in skills, knowledge and commitment to the vision, mission, and values of GLI. The Chair of Academic Board is responsible for ensuring that Academic Board members are provided with appropriate induction and regular professional development to inculcate and enhance the competencies of effective academic boards. Academic Board will seek to integrate these competencies in assessable ways into its processes by conducting a New Member Induction seminar to orient members to the programs and operation of GLI and their obligations and responsibilities as Academic Board members.

Self-Evaluation
Every two years, Academic Board will conduct a self-evaluation to highlight concerns and recommend actions for improvement.

External Review
Every five years, GLI will commission an independent review by an external expert to provide recommendations for improvement to ensure appropriate, effective, and innovative operations in GLI academic governance. Recommendations arising from the review will be discussed at Academic Board and agreed actions will be implemented.

3.   EXECUTIVE MANAGEMENT
Governing Board appoints and monitors the performance of the President and oversees and reviews the management of the Institute. All staff of GLI other than the President are appointed, overseen and reviewed by the President or delegated authority. A clear distinction is maintained between governance and management responsibilities. The President designates roles and responsibilities to and through the GLI Executive Management Team (EMT). The EMT responsibilities are outlined in the Executive Management Team Terms of Reference Policy.

Responsible for implementation
President

Scope

Whole Institute

Key Stakeholder

All staff and students

Proceedure