Law Council of Australia

Business Law Section

University Governance Principles and Recommendations

Submission Date: 7 April 2025

This submission to the Expert Council on University Governance (Council) has been prepared the Law Council of Australia’s Business Law Section (BLS). The BLS deals with business law matters and comprises approximately 1,000 senior members of the legal profession drawn from private practice, in-house legal departments, the bar and academia, and includes members with deep expertise in governance law and practice.

As members of a learned profession, lawyers are committed to advancing the proper and effective governance of universities. Beyond that, many BLS members are members of the Australian professoriate, current or former adjunct university faculty, or members of university governing bodies or advisory boards. Our members’ ongoing engagement with universities informs this submission.

Summary of conclusions

This submission concludes that new governance standards are needed that move beyond the University Chancellors Council (UCC) voluntary Code of Governance Principles and Practice for Australia’s Public Universities (updated December 2024) (UCC Code) and voluntary Australian Universities Vice‐Chancellor and Senior Staff Remuneration Code (adopted August 2022) (UCC Rem Code).

They should be replaced with new University Governance Principles and Recommendations (UGPR) with different content that better reflects the public purpose of universities, the unique laws under which they are structured and operated, and the distinctive organs that play a role in their governance. There should be a deliberate rebalancing of the relationship between the central or executive management of the university (represented by the Vice-Chancellor function) and its other governance organs.

The Law Council hopes that the UGPR will change – not perpetuate – current governance practices in Australian universities and address the accountability and transparency deficits in the laws under which they operate. The UGPR must be sufficiently robust to restore public confidence in the capacity of universities to protect academic integrity, maintain financial viability, resist political, commercial and foreign interference, and operate lawfully and ethically. Some of the Law Council's recommendations part company from the Education Ministers: Ten Priority Areas.

In particular, the UGPR should:

  1. Redefine the respective roles, responsibilities, and accountability of a university’s four governance organs – its governing body, academic board, executive management (broadly, the Vice-Chancellor function) and faculty management (broadly, the Dean function) and the relationship between them
  2. Mandate that the university’s governing body is of an appropriate size, includes only members with relevant skills and experience, engages effectively with stakeholders, properly organises and discharges its functions through committees, and is accountable to the public for its collective performance
  3. Define the role, composition and autonomy of the academic board as the governance organ for academic matters reporting directly to the governing body
  4. Set clear rules for the appointment, remuneration and accountabilities of the university’s senior management team (SMT) comprising its executive management (the Vice-Chancellor and his or her direct reports) and faculty management (the Deans) and the allocation of resources between the executive management and faculty management functions
  5. Make overt the governance organs’ shared responsibility for leading the culture of the university and protecting its academic integrity and independence, and for safeguarding the rights of its staff, students, and alumni
  6. Tighten existing risk management practices (for both financial and non-financial risks) and require proper oversight of sustainability
  7. Increase the transparency of university governance, including on remuneration and performance.

On balance, the Law Council thinks the UGPR should be developed and maintained by a panel comprising appropriately qualified people representing a range of perspectives on governance from within and outside the university sector. For now, the Law Council prefers a panel approach to having governance standards developed by a regulator although the efficacy of the panel approach should be kept under review. The manner by which the panel is assembled (as much as its composition) matters for its legitimacy. The Council may be acting as this panel for now but the panel’s ongoing composition, operation and accountability for stewardship of the UGPR should also be considered as part of this consultation.

Universities should be required to report publicly against the UGPR on a “comply or explain” basis and Chancellors, Vice-Chancellors and Chairs of academic boards should be required to attest annually that the governance arrangements are adequate and have been adhered to. A regulator (see paragraph 20) should have powers to examine university governance arrangements and intervene if they are inadequate.

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Last Updated on 11/11/2025

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