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Procedure: Company Directorships, Secretaryships and Partnerships

Purpose

To ensure adequate disclosure and approval of staff involvement in non-ANU entities.

Procedure

Principles

  1. The following provisions apply to directorships, secretaryships or partnerships pre-existing at time of appointment to the University.
  1. New staff, within 30 days after joining the University, must declare on the relevant form to their Dean or Director any pre-existing directorships, secretaryships or partnerships, other than family trusts, family companies (if not in their academic or work area of expertise), not for profits, or self-managed superannuation funds.
  2. Sufficient detail should be provided to allow any conflicts of interest to be assessed in accordance with the Conflict of Interest and Commitment policy.
  3. 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, and forward it to the Delegate.
  4. 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: endorse the declaration and forward it to the Delegate for consideration and approval if deemed acceptable; or 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.
  1. The following provisions apply to directorships, secretaryships or partnerships entered into by invitation or nomination of the University subsequent to appointment to the University.
  1. Staff of the University may from time to time be nominated or invited by the University to hold office in University-related or other entities.
  2. The holding of all such offices, however and by whoever nominated or invited, must have the prior written approval of the Delegate, on the relevant form.
  3. When a staff member of the University has been nominated or invited and approved to hold office, time spent on fulfilling the role is considered to be part of that staff member’s normal duties and accordingly does not count under the 52-day rule
  4. The University recognises that an office taken up after invitation or nomination of the University is held by the individual rather than by the University.
  5. The University requires that holders of an office, whereby they have been invited or nominated by the University, give notice to the University of their intention to resign from that office. The notice of intention to resign should be in writing and 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 entity to be given by its office holders.
  1. The following provisions apply to proposed privately held directorships, secretaryships or partnerships entered into subsequent to appointment to the ANU.
  1. 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) or self managed superannuation funds) or enter into partnerships except with the express written approval of the Delegate, on the relevant form.
  2. 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.
  3. In giving approval, the Delegate may take into account: 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; any conflict of interest or potential conflict of interest that could be contrary to the broad interests of the University; 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; the good standing of the company or business activity and its principals; and any other information deemed relevant for the purpose of making a determination.
  4. 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.
  1. The following provisions apply to applications for approval to hold a directorship, secretaryship or partnership generally.
  1. In considering an offer of directorship, secretaryship or partnership, staff members should consider and ensure that they are compliant with the University’s policy on conflict of interest.
  2. Members of staff should note that directors, company secretaries and partners have statutory responsibilities under various legislation including (but not limited to) corporations law and partnership law.
  3. Members of staff who propose to accept a directorship, company secretary or partnership role should ensure that they have obtained insurance, including workers compensation, public liability and directors and officers insurance. The University will not maintain insurance for a staff member in their capacity as a director, company secretary or partner (except for where the role was nominated or invited by the University).
  4. In seeking approval for a directorship, company secretary or partnership appointment, a member of staff shall supply the information sought on the official form. This form is to be endorsed by the Dean or Director of the respective School, Faculty, or Centre and subsequently forwarded to the Delegate for consideration.
  5. The forms include a section that sets out the period of time for which approval to hold a company directorship, secretaryship or partnership is sought and what period may therefore be approved.
  6. The Delegate will inform the staff member of the decision.
  7. The Delegate may at their absolute discretion reject an application.
  8. Incomplete applications will be returned to the staff member.
  9. Where the Delegate approves a member of staff accepting or continuing a directorship, secretaryship or partnership: the approval shall be conditional upon the entity not using the office holder’s association with the University as a means of improperly providing publicity for the entity; and the approval does not indicate any exemption from the staff members obligations to comply with University policies including policies in relation to intellectual property, use of confidential information, conflict of interest or undertaking other outside activities by the members of staff.
  10. It is the responsibility of the staff member to renew their application before their approval ends.
  1. The following provisions relate to the ANU Finance Committee.
  1. A copy of the letter from the delegate notifying the staff member of the decision 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 the ANU Finance Committee.
  2. 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 entity.
  3. All directorships, secretaryships, and partnership participation will be reported for ‘noting’ on an annual basis to the ANU Finance Committee (March of each year).
  4. Any variation to an approved office holding should be advised in writing to the Delegate within seven days of such change being effected.
  1. The following provision relates to Statement of Expectation meetings with staff members.
  1. 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.

Delegations Relevant to this procedure

  • 000195: Approve an application to hold or continue to hold office in a non-University company
  • 000196: Approve appointment to hold office in a University-related or other company ex officio (subsequent to appointment to ANU)

Information

Printable version (PDF)
Title Company directorships, secretaryships and partnerships
Document Type Procedure
Document Number ANUP_000671
Version 3
Purpose To ensure adequate disclosure and approval of staff involvement in non-ANU entities
Audience Staff
Category Administrative
Topic/ SubTopic Staff
 
Effective Date 6 Mar 2011
Review Date 1 Jan 2017
 
Responsible Officer Chief Financial Officer
Approved By: Chief Operating Officer
Contact Area Finance and Business Services
Authority Australian National University Act 1991