Policy Corporate Governance Controlled and Non-Controlled Entities Policy
Controlled and Non-Controlled Entities Policy
- Aboriginals and Torres Strait Islanders in Marine Science
- Courses
- Future Students
- Current Students
- Research and Teaching
- Partners and Community
- About JCU
- Reputation and Experience
- Celebrating 50 Years
- Academy
- Anthropological Laboratory for Tropical Audiovisual Research (ALTAR)
- Anton Breinl Research Centre
- Agriculture Technology and Adoption Centre (AgTAC)
- Living on Campus
- How to apply
- Advanced Analytical Centre
- Alumni
- AMHHEC
- JCU Aquaculture Solutions
- AusAsian Mental Health Research Group
- ARCSTA
- Area 61
- Association of Australian University Secretaries
- Australian Lions Stinger Research
- Australian Tropical Herbarium
- Australian Quantum & Classical Transport Physics Group
- Boating and Diving
- JCU-CSIRO Partnership
- Employability Edge
- Career Ready Plan
- Careers at JCU
- Careers and Employability
- Chancellery
- Centre for Tropical Bioinformatics and Molecular Biology
- CITBA
- CMT
- CASE
- College of Business, Law and Governance
- College of Healthcare Sciences
- College of Medicine and Dentistry
- College of Science and Engineering
- CPHMVS
- Centre for Disaster Solutions
- CSTFA
- Cyber Security Hub
- Cyclone Testing Station
- The Centre for Disaster Studies
- Daintree Rainforest Observatory
- Discover Nature at JCU
- Research Division
- Services and Resources Division
- Education Division
- Elite Athletes
- eResearch
- Environmental Research Complex [ERC]
- Estate
- Fletcherview
- Foundation for Australian Literary Studies
- Gender Equity Action and Research
- General Practice and Rural Medicine
- JC 'U' Orientation
- Give to JCU
- Governance
- Information for JCU Cairns Graduates
- Art of Academic Writing
- Art of Academic Editing
- Graduate Research School
- Graduation
- Indigenous Education and Research Centre
- Indigenous Engagement
- Indigenous Legal Needs Project
- Inherent Requirements
- IsoTropics Geochemistry Lab
- IT Services
- International Schools
- International Students
- Research and Innovation Services
- JCU Eduquarium
- JCU Events
- JCU Global Experience
- JCU Ideas Lab
- JCU Job Ready
- JCU Motorsports
- JCU Prizes
- JCU Sport
- JCU Turtle Health Research
- Language and Culture Research Centre
- CEE
- LearnJCU
- Library
- Mabo Decision: 30 years on
- MARF
- Marine Geophysics Laboratory
- New students
- Off-Campus Students
- Office of the Vice Chancellor and President
- Virtual Open Day
- Orpheus
- Outstanding Alumni
- Parents and Partners
- Pathways to university
- Planning for your future
- Placements
-
Policy
- Academic Governance
- Academic Management
- Engagement
-
Corporate Governance
- Academic Freedom and Freedom of Speech Policy
- Affiliation of a Residential College Policy
- Bullying, Discrimination, Harassment, and Sexual Misconduct Policy
- Business Continuity Policy
- Child Safety Policy
- Code of Conduct – University Council
- Compliance Policy
- Conduct of Council Elections Policy
- Conflicts of Interests Policy – University Council and its Committees
- Controlled and Non-Controlled Entities Policy
- Critical Incident Policy
- Data Governance Policy
- Distinguished Professor Policy
- Domestic and Family Violence Policy
- Emeritus Professor Policy
- Foreign Interference Policy
- General Practice Training Governance Policy
- Incident Management Policy
- Information Privacy Policy
- Legal Services Claims and Litigation Assistance Policy
- Organisational Structure Policy
- Records Management Policy
- Right to Information Policy
- Risk Management Policy
- Social Media Policy
- Staff Code of Conduct
- University Archives - Access
- University Seal Policy
- Visiting Speaker and Event Policy
- Policy Development and Review Policy
- Quality Enhancement Framework
- Reviews of Organisational Units and Thematic Areas - Policy and Procedures
-
Estate and Facility Management
- Advertising on Campus
- Alcohol Consumption on University Property
- Approval of Works to University Buildings and Site Infrastructure
- Authorised Use of University Facilities, Premises and/or Grounds for Non-core Purposes
- Environmental Policy
- High Voltage Access Policy
- Memorial Plaques
- Noise on University Sites
- Real Estate Dealings Policy
- Security Policy
- Space Allocation and Management Policy
- Timetable and Class Registration Policy
- Tree Protection
- Vehicle Fleet Policy
- Weapons Policy
- Adaptive Workplace Policy
-
Financial Management
- Appendices
-
Assets (FMPM 200 - FMPM 399)
- FMPM 200 Overview - Assets & Cash Management
- FMPM 210 Cash
- FMPM 220 Policy - Bank Accounts
- FMPM 230 - Petty Cash Advances
- FMPM 300 Investments
- FMPM 320 Plant and Equipment
- Financial FMPM 322 - Acquisitions of Plant and Equipment
- FMPM 260 Other Advances
- FMPM 330 Non-Capital Assets
- FMPM 280 Official Stores
- FMPM 290 Prepayments
- FMPM 323 - Disposal of Property, Plant and Equipment Procedure
- FMPM 324 Stocktake
- FMPM 350 Intangible Assets
- FMPM 270-2 Accounts Receivable - Student Debtors - Penalties
- FMPM 240 Travel Advances (Students)
- FMPM 330 Non-Capital Assets
- FMPM 270-1 Accounts Receivable
- FMPM 250 - Policy Salary Advances
- Equity (FMPM 500 - FMPM 599)
- Expenses (FMPM 700 - FMPM799)
- Financial Management and Control (FMPM 800 - FMPM 899)
- Further Applications (FMPM 900 - FMPM 999)
- Introduction (FMPM 100 - FMPM 199)
- Liabilities (FMPM 400 - FMPM 499)
- Revenue (FMPM 600 - FMPM 699)
-
Human Resources
- Awards for Excellence Policy
- Bullying, Discrimination, Harassment, and Sexual Misconduct Policy
- Community and Indigenous Language Allowance
- Competency Pay for Tradespersons Policy
- Conflict of Interest Policy
- Early Retirement Policy
- Equal Employment Opportunity
- Honorary Appointments Policy
- Human Resources Policy Glossary
- Market Loading Policy
- Overpayment of Wages Policy
- Performance, Development and Recognition Policy
- Recruitment, Selection and Appointment Policy
- Relocation Assistance Policy
- Remote Working Policy
- Salary Packaging Program Policy
- Special Studies Program Policy
- Supported Wage System (SWS) Policy
- Mandatory Training Policy
- Digital Infrastructure
-
International and Admissions
- Attendance Monitoring Policy - English Language and Foundation Programs
- Enrolment Requirements for International Student Visa-Holders Policy
- Management of Off-Campus Operations, Ventures and Partnerships
- Transfer of International Student Visa Holders to Other Educational Institutions
- US Federal Student Aid-SAP & Return to Title IV Policy
- Admissions Policy
-
Learning and Teaching
- Blended Learning Policy
- Charter of Responsibilities for Academic Quality and Governance
- Coursework Academic Integrity Policy
- English Language and Numeracy Policy
- Graduate Attributes
- Graduate Certificate of Education (Academic Practice) Internal Sponsorship Policy
- Learning Teaching and Assessment Policy
- Policy Glossary
- Review of a Student’s Suitability to Continue a Course Involving Placement
- Student Digital Experience Policy
- Student Evaluation of Subjects and Teaching Policy
- Student Retention Policy
- Research Education
- Research Management
-
Student Matters
- Academic Progression Policy
- Administration of Commonwealth Scholarships Policy
- Attendance Monitoring Policy - English Language and Foundation Programs
- Award Finalisation and Graduation Policy
- Bullying, Discrimination, Harassment, and Sexual Misconduct Policy
- Copyright Policy and Procedure
- Coursework Enrolment Policy
- Coursework Scholarships, Grants and Prizes Policy
- Library Use Policy
- Student Code of Conduct
- Student Complaints Policy
- Student Disability Policy
- Student Fee Payments and Refunds Policy
- Student Review and Appeals Policy (effective from 01/01/2023)
- Student Special Circumstances Policy
- Transfer of International Student Visa Holders to Other Educational Institutions
- Student Results Policy
- Work Health and Safety
- Policy search
- PAHL
- Publications
- Professional Experience Placement
- Queensland Research Centre for Peripheral Vascular Disease
- Rapid Assessment Unit
- RDIM
- Researcher Development Portal
- Safety and Wellbeing
- Scholarships
- Contextual Science for Tropical Coastal Ecosystems
- Staff
- State of the Tropics
- Strategic Procurement
- Student Equity and Wellbeing
- Student profiles
- SWIRLnet
- TARL
- TESS
- TREAD
- TropEco for Staff and Students
- TQ Maths Hub
- TUDLab
- Unicare Centre and Unicampus Kids
- UAV
- VAVS Home
- Work Health and Safety
- WHOCC for Vector-borne & NTDs
- Media
- Copyright and Terms of Use
- Australian Institute of Tropical Health & Medicine
- Clinical Psychedelic Research Lab
Intent
To provide a framework within which JCU will acquire and manage ownership or other significant interests in an Entity in keeping with its powers under section 61 of the James Cook University Act 1997.
This policy has been drafted to be compatible with the Voluntary Code of Best Practice for the Governance of Australian Universities to which JCU seeks to adhere.
Scope
The establishment, acquisition and disposal of interests by JCU in controlled and non-controlled entities including companies, trusts, joint ventures and partnerships.
Definitions
Acquisition means the acquisition by any means, with or without consideration, and includes the formation or taking part in an Entity. “Acquire” has a like meaning.
Affiliated Company means a company or other like entity where a director is on the board at the specific request and direction of JCU and JCU has no interest in the company or entity by way of shareholding or membership,
Board means the board, governing body or ultimate management committee of an Entity.
Companies Coordinator means the person holding this or a like position at JCU.
Company Limited by Guarantee means a company limited by guarantee under the Corporations Act
Controlled Entity means an Entity that is subject to the control of another entity in terms of section 50AA of the Corporations Act. In essence, an entity has the capacity to control a second entity if the first entity has the capacity to determine the outcome of decisions about the second entity’s decisions and policy making.
Controlled Interest means an interest which has, or will have, the consequence that the Entity is a Controlled Entity of JCU. The term includes the increase by JCU of a Controlled Interest.
Corporations Act means the Corporations Act 2001
Council means the Council of JCU.
Disposal means the disposal by any means, with or without consideration, and includes sale, transfer and surrender. “Dispose” has a like meaning.
Director means a person who is a director or member of a Board or a trustee.
DVC SR means the Deputy Vice Chancellor Services and Resources
Entity means a partnership or joint venture (whether incorporated or unincorporated), a trust, company or like body corporate, which is, or is intended to be, either a Controlled Entity or a Non-Controlled Entity.
Foundation Document means a constitution, trust deed, partnership agreement or joint venture agreement.
Incorporated Association means an association which is incorporated under the Associations Incorporation Act (Qld)
Interest in an Entity means any interest in an Entity, whether a Controlled Interest or a Non-Controlled Interest, and includes:
- The acquisition of a share in a company;
- The acquisition of a unit in a trust, or becoming a beneficiary in a trust
- Participation in a joint venture; and
- Becoming a partner in a partnership.
The term excludes any investment in the ordinary course by JCU in publicly listed companies or trusts.
JCU Act means the James Cook University Act 1997.
Non-Controlled Entity means an Entity which is not a Controlled Entity
Non-Controlled Interest means an interest which is not a Controlled Interest.
Vice Chancellor means the Vice Chancellor of JCU.
Policy and Procedures
1. Reasons for Acquiring an Interest in an Entity
1.1 Reasons for which JCU may Acquire an Interest in an Entity (whether a Controlled or Non-Controlled Interest) include -
a) to provide a more appropriate governance framework for the management of specialised functions of JCU;
b) to separate the management of non-core functions of JCU from core functions;
c) to provide for a level of independence in the decision making or operation of a function of JCU;
d) to enable JCU to establish a more flexible operational environment for the purpose of the management of specific functions of JCU;
e) to act as a holding entity or trustee for specific activities of JCU; and
f) to assist JCU in its objectives as contemplated by section 61 of the JCU Act.
2. Acquisitions of an Interest in an Entity
2.1 Subject to clause 8.1, Acquisitions of an Interest in an Entity (whether a Controlled Interest or a Non-Controlled Interest) require the prior approval of Council.
2.2 For the avoidance of doubt, any increase in the size of an Interest in an Entity also requires approval of Council.
2.3 All applications to Council for approval under this policy should where ever possible include the following information:
a) the reason for the Acquisition;
b) the background circumstances and the proposed JCU interest;
c) the business case for the Acquisition;
d) any relevant due diligence process carried out or to be carried out;
e) risk assessment, including workplace health and safety, which has been or will be carried out;
f) the benefit to JCU of the Acquisition;
g) key documents;
h) relevant financial information including the most recent financial statements and or budgets;
i) relevant commercial considerations;
j) an overview of the structure of the Entity and its Board;
k) an overview of the existing and /or proposed membership of the Entity and its Board;
l) consideration of academic, student related, human resources or quality assurance issues;
m) matters relating to intellectual property;
n) matters relating to JCU corporate identifiers and their use, if any;
o) the Entity name;
p) dispute resolution procedures;
q) other governance related matters.
3. Disposal of an Interest in an Entity
3.1 All Disposals of an Interest in an Entity, (whether a Controlled Interest or a Non-Controlled Interest) require the prior approval of Council.
3.2 The Vice Chancellor may refer any proposed Disposal to Finance Committee or Council for comment.
3.3 The Vice Chancellor shall report to Council on all Disposals or proposed Disposals in accordance with this policy including the reasons and background circumstances for the Disposal or proposed Disposal.
3.4 This clause takes effect subject to clause 8.1.
4. Negotiations for Acquisitions and Disposal of an Interest
4.1 Each of the Vice Chancellor and the DVC SR may authorise JCU officers to negotiate with third parties in relation to a proposed Acquisition or Disposal on the basis that-
a) such officers keep the Vice Chancellor or the DVC SR (as the case may be) informed; and
b) the requirements of this Policy are complied with.
5. Constitution and Trust Deeds for Entities
5.1 The terms of Foundation Documents for Controlled Entities must be approved by Council.
5.2 The terms of Foundation Documents (and any amendments) for Non-Controlled Entities must be approved by the DVC SR;
5.3 Amendments to Foundation Documents for Controlled Entities must be approved by Council.
6. Boards
6.1 Unless a Foundation Document otherwise provides, all Board members who are representatives of JCU must hold a Certificate of Approval from the Vice Chancellor which may be withdrawn at any time at the discretion of the Vice Chancellor. In the case of Entities which include or will include the Vice Chancellor, this requirement is met if the Certificate of Approval for the Vice Chancellor is signed by the Chancellor.
7. Oversight of JCU Controlled and Non-Controlled Entities
7.1 Council is responsible to ensure that-
a) the Board of Controlled Entities possess the skills, knowledge and experience necessary to provide proper stewardship and control of the Entities;
b) the Board of Controlled Entities contains members who are not members of Council, JCU officers or a student of JCU;
c) each Controlled Entity reports on, and updates JCU annually, on its long term objectives including an annual business plan containing achievable and measureable performance targets and milestones;
d) each Entity adopts and regularly evaluates a written statement of its own governance principles;
e) each Entity has a clear corporate and business strategy – which may be contained in a business plan.
7.2 Council is responsible to-
a) assess risks in all Controlled Entities;
b) where ever possible ensure that it obtains an auditor’s report for JCU’s interests in Non-Controlled Entities (refer also clause 9).
7.3 The shareholder of the Non-Controlled Entity is responsible to assess risks in Non-Controlled Entities using information available to it, including via any director of the entity who is a JCU employee.
7.4 Subject to clauses 7.1 and 7.2, oversight of JCU Controlled Entities and JCU Non-Controlled Entities rests with the DVC SR
7.5 The Companies Coordinator is responsible for maintaining a register of JCU’s interests in all Entities.
8. Companies Limited by Guarantee/ Incorporated Association
8.1 The Vice Chancellor may approve JCU becoming a member of a Company Limited by Guarantee or an Incorporated Association where-
a) the company or association will be a Non-Controlled Entity; and
b) there is no financial commitment on the part of JCU to fund the operations or capital of the company (other than any agreement to pay for services provided by the company to JCU).
8.2 In cases where the Vice Chancellor has approved JCU becoming a member of a Company Limited by Guarantee or an Incorporated Association, the Vice Chancellor may approve JCU ceasing to be a member of such company or association.
8.3 In cases where there is a financial commitment on the part of JCU to fund the operations or capital of the company, then approval of Council is required.
9. Audit
9.1 All Controlled Entities must be audited by Queensland Audit Office or by other arrangements approved by Queensland Audit Office.
10. Affiliated Companies
10.1 The Vice Chancellor may request an employee of JCU to become a director of a company or like entity, regardless of whether JCU has a shareholding or financial interest in the company or entity, where it is considered to be in the interests of JCU that this should occur.
Related documents, legislation or JCU Statutes
James Cook University Act 1997
Statutory Bodies Financial Arrangements Act
Approval Details
Policy sponsor: | Vice Chancellor |
---|---|
Approval authority: | Council |
Version no: | 17-1 |
Date for next review: | 07/12/2022 |
Modification History
Version no. | Approval date | Implementation date | Details | Author |
---|---|---|---|---|
17-1 | 07/12/2017 | 19/02/2018 | Minor amendments to include recognition of an ‘Affiliated Company’. | Executive Advisor, Strategic Projects |
15-1 | 24/08/2015 | 24/08/2015 | Policy sponsor and approval authority amended in accordance with the approved Policy and Delegations Framework Author: Quality, Standards and Policy Office | |
13-2 | 27/03/2013 | 28/03/2013 | ‘Interim’ removed from title and amendments to 2.3 (e) and to Clause 3 (3.1) approved by Council 28/02/2013 | |
13-1 | 02/01/2013 | 03/01/2013 | New policy approved by the Vice-Chancellor as an Interim Policy |