This policy applies to all academic and general staff who wish to hold a directorship, secretaryship or partnership in or of entities, other than family trusts, family companies (unless in their specific academic field of endeavour), family partnerships, community boards of management, and self managed superannuation funds.  It also applies to all staff who have been invited or nominated by the University to hold office in a University or other company.

The following provisions apply to directorships, secretaryships or partnerships pre-existing at time of appointment to ANU employment.

A. Directorships, secretaryships or partnerships pre-existing at time of appointment to ANU.

1.      The Delegate for the purpose of this section is the Deputy Vice-Chancellor (for academic staff), Director Policy & Planning (Resources) (for administration staff), or the Vice-Chancellor for all staff including DVC\PVC.

2.      New staff, as soon as practicable after joining the University, must declare to their Dean or Director any pre-existing directorships, secretaryships and partnership, other than family trusts, family companies (if not in their academic or work area of expertise) or self-managed superannuation funds.  Notification should be advised by completing the Advice of Pre-existing Company Directorship\Secretaryship\Partnership at time of appointment form attached.

3.      Sufficient detail should be provided to allow any conflicts of interest to be assessed. A form is attached for this purpose if required.

4A.      Where a Dean or Director believes no conflict of interest may arise from continued participation as a director, secretary or partner, he\she will endorse the recommendation as approved. 

OR

4B.      Where a Dean or Director believes a conflict of interest may arise from continued participation as a director, secretary or partner he\she will either:

a)  Endorse the declaration and forward it to the Delegate for consideration and approval if deemed acceptable; or

b)  Advise the new staff member that such participation creates a conflict of interest and as such the new staff member should resign from that position.

The following provisions apply to directorships, secretaryships or partnerships entered into subsequent to appointment to the ANU.

B. Directorships, secretaryships or partnerships held ex officio

5.      The Delegate for the purpose of this section is the Vice-Chancellor.

6.      Staff of the University may from time to time be nominated by the University to hold office in University-related or other companies.

7.      The holding of all such offices, however and by whoever nominated, must have the prior written approval of the Vice Chancellor. The application should be submitted using the Request for Approval to Take up Company Directorship\Secretaryship form attached and be accompanied by the written approval advice of the Vice Chancellor (no other recommendation/approval is required).

8.      When a staff member of the University has been nominated for and approved to hold office under this section of the Policy , time spent on company business is considered part of that staff member’s normal duties and accordingly does not count under the 52-day rule. (See Policy on Undertaking Individual Consultancies and Professional Practice (52-Day Rule)(2008), (File 200503396)).

9.      The University recognises that an office is held by an individual rather than by the University through the individual. Nevertheless, the University requires that holders of office under this section of the Policy give notice to the University of their intention to resign that office. The notice of intention to resign should be in writing, directed to the Vice-Chancellor.  The notification should outline reasons for the resignation of the office and is in addition to whatever notice is required by the company to be given by its office holders.

C.  Directorships, secretaryships or partnerships held privately.

10.  The Delegate for the purpose of this section is the Deputy Vice-Chancellor (for academic staff), Director Policy and Planning (Resources) (for administrative staff), or the Vice-Chancellor for all staff including DVC\PVC.

11.  Staff of the University may not be directors or secretaries of companies (other than family trusts or family companies (that are not in the field of academic endeavours) and self managed superannuation funds) or enter into partnerships except with the express written approval of the Delegate.

12.  The Delegate’s approval must be sought before official notification of assumption of company directorship or appointment as secretary is made to the Australian Securities and Investment Commission. In extenuating circumstances, the Dean or Director  may approve an application prior to ratification by the relevant Delegate.

13.  In giving approval, the Delegate  will take into account:

a)  any possibility that the service of the member of staff as a director, secretary, or partner could be contrary to the broad interests of the University;

b)  any conflict of interest or potential conflict of interest that could be contrary to the broad interests of the University;

c)  whether the activities or products of the company are based in any way on intellectual property owned by the University or in which the University has an interest;

d)  the good standing of the company or business activity and its principals; and

e)  any other information deemed relevant for the purpose of making a determination.

14.  Where the Delegate approves a member of staff accepting or continuing a directorship, secretaryship or partnership:

a)  the approval shall be conditional upon the company not using the office holder’s association with the University as a means of improperly providing publicity for the company; and

b)  the approval does not convey exemption from University procedures and rules for the transfer of intellectual property, use of confidential information, conflict of interest or undertaking other outside activities by the members of staff.

15.  In seeking approval for a directorship appointment or as company secretary, a member of staff shall supply the information sought on the form Request for Approval to Take up Company Directorship\Secretaryship (attached).  This form is to be endorsed by the Dean or Director of their respective School, Faculty, or Centre and subsequently forwarded to the Delegate for consideration.

16.  Members of staff wishing approval to take up partnerships should apply using the form Request for Approval to Take up Partnership (attached).  This form is to be endorsed by the Dean or Director of their respective School, Faculty, or Centre and subsequently forwarded to the relevant Delegate.   In all cases a copy of the application must be placed on the staff members personnel file.

17.  In considering an offer of directorship, secretaryship or partnership, members of the academic staff should make themselves fully aware of the University’s policy on conflict of interest and\or commitment and the University’s expectations of its staff in this regard. (See Conflict of Interest and Commitment (2003 01368).

18.  Members of staff should also note that directors, company secretaries and partners have statutory responsibilities under the corporations and partnerships law prevailing at the time.

19.  Unless otherwise exempted by the Delegate, time spent on privately held company directorships, secretaryships or partnerships must be taken as part of the 52-day entitlement outlined in Policy on Externally-funded Grants, Consultancies and Contracts (2007) (File 200302090). All staff will be required to report annually, by calendar year on all 52 day work undertaken. Nil returns (where applicable) will be required (refer Undertaking Individual Consultancies and Professional Practice (52-DayRule)(2008) Policy for reporting requirements and responsibilities).

20.  A central register of all approved memberships under Sections A, B, and C of this Policy will be maintained by the Secretary to the ANU Finance Committee.

21.  Any variation to the approved memberships under Sections A, B, and C of this Policy should be advised in writing to the Delegate within seven days of such change being effected. 

PROCEDURES

Applications

22. Three application forms are attached to this policy:

a)  Advice of a Pre-existing Company directorship\Secretaryship\Partnership at the time of appointment;

b)  Request for approval to take up company directorship\secretaryship;  and

c)  Request for approval to take up partnership.

Applicants should complete the form appropriate to their situation and forward one copy to their Dean, Director or Admin Director for endorsement and subsequent forwarding to the Delegate for action and filing. A copy should be retained by the applicant for their own records.

23.  Applicants should note that approval is required from the Delegate prior to accepting\ commencing the directorship, secretaryship, or participation in a partnership.

24.  Incomplete applications will be returned to the originator.

25.  The Delegate will inform the staff member of the decision.  A copy of the letter from the delegate will be filed on the staff members’ personnel file and also sent to the Secretary of the ANU Finance Committee along with a copy of the approved application for inclusion in the yearly report to Finance Committee.  The Secretary of ANU Finance Committee will maintain a register of approvals. The register will include the date on which notification was received, the Delegate’s decision and the name of the applicant and company.

26.  The Delegate may in certain circumstances reject an application.

27.  All directorships, secretaryships, and partnership participation will be reported for ‘noting’ on an annual basis to the ANU Finance Committee (March of each year).

Variation\Annual Returns

28.  Any staff member who is a director or secretary of a company or partner in a partnership must report by the end of February each year on their external activities under the 52 day  policy using the forms prescribed at http://info.anu.edu.au/Policies/_DHR/Forms/Annual_Return.asp.

29.  Any variations to directorship, secretaryship, or partnership participation must be provided, in writing to the Delegate and cc to the Secretary of the ANU Finance Committee.  The Secretary of the ANU Finance Committee will include the variation in the yearly report provided to ANU Finance Committee (for noting).

30.  During Statement of Expectations meetings and in the setting of Expectation Statements, supervisors should inform themselves of and discuss a staff member’s commitments in respect of company directorships, secretaryships or partnerships.  Issues of potential, perceived or actual conflicts of interest and\or commitment should also be raised during reviews, where applicable.  Regard should be had at this stage to the staff member’s annual return, which is to be lodged separately from work performance documentation.

Renewals

31.  The forms attached to this policy include a section that sets out the period of time for which approval to hold a company directorship, secretaryship or partnership is sought.

32.  It is the responsibility of the applicant to renew the application before the current approval ends.