University Governance Principles
Expert Council on University Governance: Final Report, Principles, and Recommendations
On the 18 October 2025, the Education Minister announced the Government’s intention to adopt the University Governance Principles from the Expert Council on University Governance.
The UCC is committed translating the lessons of the report and the introduced University Governance Principles into practical change, to ensure that starting from the top, universities are governed with integrity, inclusivity, and accountability — the type of governance that is expected of all public institutions.
The full Principles have been pulled from the report of the Expert Council and included below.
Principle 1 – Accountability: Governance structures and accountabilities are well-defined, effective and transparent
The governing body actively oversees the university’s strategy, performance, risk management, culture and compliance consistent with its purpose and in the public interest, acting in the best interests of the university. The distinct roles and responsibilities of the governing body, academic body and senior management are clearly delineated, understood and respected.
-
The governing body should:
a. have a charter that clearly sets out:
i. the respective roles and responsibilities of the governing body, the academic body and senior management, including the governing body’s responsibility for the university’s purpose, strategy and long-term financial sustainability,
ii. the matters reserved to the governing body and those it has delegated to committees and the Vice-Chancellor,
iii. how the governing body, senior management and the academic body are to work effectively together to optimise performance with strong accountability,
b. have an effective, transparent process for appointing the Vice-Chancellor,
c. provide for adequate resources and processes to discharge its oversight responsibilities, appoint a university secretary that is accountable to it, through the Chancellor, on all matters to do with the proper functioning of the governing body, and
d. disclose the governing body’s charter and membership, the number of meetings it held annually and the attendance by members of the governing body.
-
The governing body should:
a. have the committees it needs to effectively perform its role and discharge its responsibilities, and ensure that each committee:
i. has the expertise and independence it needs to perform effectively,
ii. is chaired by an independent member of the governing body,
iii. has at least two independent members of the governing body and at least three members in total with appropriate skills, appointed by the governing body,
iv. has a charter,
v. has effective, appropriately resourced and skilled secretariat support,
vi. works effectively with the governing body and with senior management, and
b. disclose each committee’s charter and membership, the number of meetings held annually and the attendance by members of the committee.
-
The Chancellor of the university should:
a. be appointed through an effective, transparent process,
b. be a person of high integrity who is independent of senior management and of interests that could conflict with the interests of the university,
c. have appropriate skills and experience to chair the governing body, contribute to its performance and steward a culture that is consistent with the university’s purpose and values, and
d. be accountable to the governing body.
-
The governing body should:
a. expect the Vice-Chancellor and senior managers[1] to understand and respect the oversight role of the governing body and engage with the governing body in an open and constructive manner,
b. undertake appropriate checks before appointing a Vice-Chancellor or senior manager,
c. clearly document delegations of decision-making power to the Vice-Chancellor, senior managers and others,
d. hold the Vice Chancellor accountable:
i. through the provision by the governing body of clear and transparent expectations of what is required of the Vice-Chancellor, including on financial, academic, workforce and operational performance, with the Vice-Chancellor reporting back, at least annually, to the governing body demonstrating the Vice-Chancellor’s performance against each of those expectations, and
ii. for ensuring that each senior manager is accountable through the provision of the Vice-Chancellor to them of clear and transparent expectations of what is required of them in the performance of their respective roles, with each senior manager reporting back, at least annually, to the Vice-Chancellor demonstrating the senior manager’s performance against each of those expectations, and
e. have and disclose a process for periodically evaluating the performance of the Vice-Chancellor and each senior manager, and
f. require that any controlled entities of the university, including in other countries, have the governance structures, accountabilities, resourcing and capabilities needed to operate in alignment with the university’s purpose, objectives and risk appetite.
In these Principles ‘senior managers’ means the senior executives of the university whose roles involve significant strategic or operational responsibility and are not covered by enterprise agreements. It typically includes direct reports to the Vice-Chancellor with executive-level leadership responsibilities. ‘Senior management’ means the Vice-Chancellor and the senior managers.
Principle 2 — Diversity of perspectives: Composition of the governing body enables purpose and performance
The governing body collectively has the skills, knowledge, capabilities, independence of mind and diversity of perspectives to perform its role and discharge its responsibilities consistent with the university’s purpose and in the public interest. The governing body is inclusive and seek continuous improvement.
-
The governing body should:
a. agree and document the capabilities and perspectives it needs to perform its role effectively, including the collective skills, knowledge, and experience of its members,
b. have an effective skills matrix that:
i. reflects a clear, shared understanding of the specific skills, knowledge, experience and perspectives it needs to perform its role and discharge its responsibilities,
ii. reflects the governing body’s need for independent members with relevant experience working in the higher education sector,
iii. includes detailed skills and objective criteria for assessing the skills of individual governing body members, and
iv. is reviewed and updated at least annually,
c. appropriately disclose its skills matrix,
d. have a renewal and succession plan for members of the governing body, that reflects the skills matrix,
e. have and disclose a transparent, rigorous, and merit-based processes by which its members, other than elected members, are appointed,
f. make the skills matrix available to those responsible for appointing or nominating members to the governing body,
g. recognise the value of diverse perspectives and respect the differing views of its members, including elected members, and
h. disclose the term for which each of its members is serving on the governing body.
-
The governing body should:
a. have a committee that supports appointments and changes to the governing body’s membership, having regard to an agreed skills matrix.
-
The governing body should:
a. ensure each member receives a comprehensive induction that meets their needs, taking into account their experience and knowledge (noting that all governing body members need an induction to perform effectively), and covers:
i. the operations of the university, its purpose, strategy, performance, objectives and key issues, including the work of the academic body,
ii. the university’s governance, structure, accountabilities and workforce,
iii. the responsibilities and expectations of governing body members, particularly for those without governing body experience, and
b. have an ongoing development program for all members of the governing body to ensure their knowledge of relevant topics is sufficient and up to date and monitor the development of skills and knowledge.
-
The governing body should:
a. provide each new member of the governing body with a document setting out their role and responsibilities, the Code of Conduct and the policy on conflicts of interest, and seek from each member an acknowledgement that they have read the document, and
b. have a written policy on conflicts of interest that:
i. clearly identifies potential conflicts of interest or duty,
ii. explains how conflicts are to be managed,
iii. explains how decisions about conflicts and their management can be challenged, and
iv. is not inconsistent with legal requirements.
-
The governing body should:
a. seek to continuously improve its performance and that of its committees, through regular reflection, feedback and evaluation,
b. foster dynamics grounded in mutual respect and confidence, with open, constructive discussions focused on the success of the university, with psychological safety and respectful challenge,
c. ensure all members are treated fairly and with respect,
d. schedule its meetings and the timely distribution of materials for consideration to enable all members to contribute effectively,
e. have an externally facilitated review of the performance of the governing body, its committees and the Chancellor at least every three years, extending to such other areas as are determined by the governing body, including individual member performance,
f. in intervening years, have an annual internal review of the performance of the governing body, its committees and the Chancellor,
g. have a process for suspending or removing a member (including a Chancellor) who has lost the confidence of the governing body,
h. disclose its process for reviewing the performance of the governing body, its committees and individual members, and
i. annually disclose whether a review has been undertaken and, if so, the scope of that review.
Principle 3 — Independence: Academic standards and freedom are respected and protected
Educational and research standards are upheld and the ability of faculty and students to pursue knowledge, conduct research and express ideas without undue pressure from external political or commercial pressures is ensured.
-
The university should:
a. establish an academic body to support and advise the governing body on matters of academic governance,
b. provide for the chair of the academic body to be elected by that body or by academic staff or appointed on the basis of relevant skills and experience, independently of senior management, and
c. provide for the chair of the academic body to hold office ex officio as a member of the governing body, with the same fiduciary duties as other members.
-
The academic body should:
a. have a charter that clearly sets out:
i. the role and responsibilities of the academic body,
ii. the matters within its remit and over which it has decision making power, subject to the oversight of the governing body,
iii. how its members are elected, selected and appointed to ensure it has the academic expertise and skills, and independence from senior management to discharge its responsibilities,
iv. how the academic body, governing body and senior management are to work effectively together to optimise the university’s accountability and performance,
b. work effectively with the governing body and its committees to ensure academic risk is effectively managed,
c. have effective, appropriately resourced and skilled secretariat support,
d. regularly report its activities to the governing body, including on academic quality, research and certification of awards, and
e. disclose the academic body’s charter and membership, and the number of meetings it held annually.
Principle 4 — Transparency: Purpose, strategy and performance are clear and openly communicated
The university’s purpose, strategic and short-term objectives are explicit and aligned. Governance of, and performance against, the university’s purpose and objectives are transparent to stakeholders.
-
The governing body should:
a. require the university’s purpose is documented and clearly communicated internally and externally,
b. have appropriate regard to the university’s purpose in all decision-making,
c. work with senior management to develop a strategic plan that furthers the purpose with clear objectives and performance measures, and d. agree annual objectives for the Vice-Chancellor that reflect the purpose and strategic objectives of the university.
-
The governing body should:
a. subject to the need for decisions of the governing body to be kept confidential for legal or commercial reasons, take a transparent approach to decision-making and communicate decisions on material matters to affected stakeholders with the reasons why those decisions were made,
b. monitor performance against the strategic and annual objectives, ensuring sufficient attention is directed to strategic issues, risks and priorities,
c. annually evaluate the performance of the Vice-Chancellor against the agreed objectives, and
d. annually report publicly the university’s objectives and performance against them, other than matters that are commercially or strategically sensitive and must remain confidential.
Principle 5 — Trustworthy: The university operates lawfully, ethically, responsibly, and consistent with its public purpose
The university instils and consistently reinforces a culture of acting lawfully, ethically and responsibly, and consistent with its values and purpose.
-
Led by the Chancellor, members of the governing body should:
a. be exemplars of a positive culture and act consistently with the university’s purpose and values in their interactions with staff, students and other stakeholders and their conduct generally,
b. with the knowledge of the Vice-Chancellor, meet informally with staff members, ask about the culture, and encourage them to make known concerns they may have about conduct or systems which are inconsistent with the objectives of a positive university culture, and
c. give constructive feedback to other members of the governing body and senior managers if, by their conduct, they are exemplars of the positive culture of the university or not, and senior managers should give feedback to staff.
-
The governing body is accountable for the university’s culture and should:
a. have a Code of Conduct for its members and staff with clear expectations and consequences,
b. ensure the desired culture, values and expected behaviours are clearly articulated, through the Code of Conduct, policies and other documents, and communicated effectively throughout the university,
c. ensure there is a plan to foster the desired culture and monitor implementation of the plan,
d. have a committee that supports its accountability for and oversight of culture, workforce matters and remuneration, and
e. proactively monitor culture throughout the university and ensure there is an appropriate and timely response to inappropriate conduct, and that actions taken in response to any systemic cultural failings are reported publicly, respecting the privacy of individuals.
Principle 6 — Inclusive + Responsive: Expectations of the university’s community and stakeholders are understood, respected and responded to
The university actively seeks to understand the legitimate needs and expectations of key stakeholders through structured and ongoing engagement that demonstrates respect and responsiveness to those needs and expectations.
-
The governing body should:
a. require that the university has effective, formal mechanisms for communicating, engaging with, and listening to students, staff, unions, Government, First Nations people, regulators, community and other key stakeholders,
b. disclose the university’s mechanisms for engaging with key stakeholders and its systems for stakeholders to raise issues, make complaints and provide feedback,
c. disclose the university’s performance in relation to meeting the needs and expectations of students, staff and other key stakeholders,
d. require that there are effective, confidential, and transparent processes to regularly capture student input on the university’s strategy, policies, performance, culture, student experience, wellbeing and safety, and
e. require that there are effective, confidential, and transparent processes to regularly capture staff input on the university’s strategy, policies, performance, culture, staff experience, wellbeing and safety.
-
The governing body should:
a. require the university to provide a safe and inclusive environment for staff and students, including through having appropriate policies, systems and accountabilities.
-
The governing body should:
a. require that there are effective, confidential, and transparent processes to regularly capture student input on the university’s strategy, policies, performance, culture, student experience, wellbeing and safety,
b. require that there are effective, confidential, and transparent processes to regularly capture staff input on the university’s strategy, policies, performance, culture, staff experience, wellbeing and safety,
c. require that there are effective external systems for students, staff and others to confidentially raise concerns and complaints and to provide appropriate feedback, with whistleblower complaints referred to appropriate people, and
d. monitor complaints and feedback, including trends and themes, and require that appropriate and timely action is taken in response.
Principle 7 — Sustainable: Risks are understood and managed effectively
The governing body proactively and effectively oversees risks to the achievement of the university’s purpose and objectives, consistent with the university’s strategy and risk appetite.
-
The governing body is accountable for the university’s risk management and compliance and should:
a. ensure there is an effective risk management framework with clear accountabilities, and a clear risk appetite statement that addresses financial and non-financial risks,
b. ensure there are policies for important risks to be appropriately managed and regulatory obligations to be met,
c. monitor risks, including social licence-sensitive, financial, operational and compliance risks, and how well they are managed in line with the risk management framework and risk appetite statement, with material failures reported promptly and appropriately remediated,
d. ensure that the risk management framework, policies and controls are periodically reviewed and that conformance with them is tested and reported,
e. promote a risk culture that supports the proactive identification and management of risk, compliance and accountability, and the university’s ability to operate consistently within its risk appetite,
f. have a committee that supports its accountability for and oversight of risk management and compliance, and
g. disclose the risk management framework and material financial and non-financial risks.
-
The governing body should:
a. oversee, with support from the relevant committee, the internal audit function or alternative processes in place for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes,
b. require that staff with concerns about audit, risk or compliance matters can escalate their concerns directly to the relevant committee or governing body member if other processes have been exhausted,
c. require that the adequacy of the risk management framework, policies and controls, and conformance with them, are periodically tested by the internal audit function, with the results reported to the relevant committee, and
d. monitor the work of the internal audit function, or alternative processes in place, and ensure that appropriate, timely action is taken in response to unacceptable risks or control weaknesses.
Principle 8 — Responsible: Workforce and remuneration are structured fairly and responsibly
The governing body ensures all staff are properly remunerated, that senior management remuneration is aligned with public expectations and sector benchmarks, and that the university has a clear and sustainable workforce strategy.
-
The governing body is accountable for the university’s workforce strategy and should:
a. oversee the university’s workforce strategy and design that provide for fair and sustainable employment, and
b. monitor implementation of the strategy and design.
-
The governing body is accountable for the university’s remuneration strategy and should:
a. establish an appropriate remuneration framework that reflects:
i. ethical considerations, including public trust, reputational risk and the university’s social context and purpose as a publicly funded institution,
ii. the university’s size, complexity and leadership responsibility,
iii. the university’s financial sustainability and funding model,
iv. benchmarking against other relevant public sector, for-purpose entities and private sector entities,
v. structured job evaluation methodologies for senior management roles to independently assess role complexity and contribution in a consistent and evidence-based way,
vi. alignment with performance against pre-agreed, measurable outcomes aligned with the university’s strategy,
b. monitor implementation of the remuneration framework,
c. require that there are effective systems for staff to be paid in accordance with legal requirements,
d. disclose the remuneration framework,
e. ensure any variable remuneration or incentive payments are linked to clear performance metrics,
f. annually disclose the remuneration of the Vice-Chancellor and senior managers, including a breakdown of their fixed remuneration, any variable remuneration and incentive payments, and other benefits, and
g. annually disclose whether the Vice-Chancellor or senior managers received material remuneration from a party other than the university.