TAFE NSW Higher Education Governance Charter. Revised March 2016.

TAFE NSW Higher Education Governance Charter Revised March 2016.

This version of the was approved by the Governing Council on 8 March 2016. A minor revision of this Charter was made in August 2017 to reflect the One TAFE operating model and the discontinuation of TAFE Institutes. Version: 7 Page 2 of 22

CONTENTS 1. INTRODUCTION... 4 2. GOVERNANCE SUMMARY... 4 3. OVERVIEW... 5 4. TERMS OF REFERENCE... 7 4.1 Governing Council... 7 4.2 Academic Board... 9 4.4 Course Advisory Committees... 12 4.5 Teaching and Learning Committees... 14 4.6 Dean s Committee... 16 5. STANDING ORDERS... 17 5.1 Definition and Conditions of Membership... 17 5.2 Convening of Meetings... 17 5.3 Order of Business... 18 5.4 Quorum... 19 5.5 The Chair... 19 5.6 Members... 19 5.7 Rules of Debate... 20 5.8 Secretariat... 21 5.9 Minutes... 21 5.10 Induction and Professional Development of Members... 21 5.11 Amendment of Standing Orders... 21 Version: 7 Page 3 of 22

1. INTRODUCTION TAFE NSW Higher Education is committed to ensuring effective governance reflecting integrity, accountability, effectiveness and relevance. The Governance Charter sets out the roles, functions and membership of key bodies with governance responsibilities and defines the Terms of Reference and Standing Orders for each of these bodies. 2. GOVERNANCE SUMMARY The key bodies with organisational and governance responsibilities over TAFE NSW Higher Education are: the Governing Council; the Academic Board; TAFE NSW Executive Leadership Team (ELT); Course Advisory Committees (CACs); Teaching and Learning Committees (TLCs); and the Dean s Committee. The diagram below describes the composition and relationship between these bodies. For further descriptions, see pages 5 and 6. TAFE NSW Higher Education Governance Structure Version: 7 Page 4 of 22

3. OVERVIEW Governing Council The role of the TAFE NSW Higher Education Governing Council is to ensure that TAFE NSW Higher Education fulfils its responsibilities as detailed in its mission and goals, and meets its obligations as a higher education institution. The Governing Council oversees all TAFE NSW Higher Education operations including conferral of its higher education awards. The Governing Council has responsibility for giving final approval for TAFE NSW Higher Education course applications to be submitted to TEQSA for accreditation. Membership of the Governing Council includes external academic and industry representatives as well as the Managing Director of TAFE NSW and the Director, TAFE Finance. Academic Board The TAFE NSW Higher Education Academic Board is responsible for academic policy making, academic administration and overseeing the educational process to ensure the educational objectives of TAFE NSW Higher Education are achieved. The Academic Board has responsibility for reviewing course proposals against the strategic, business and academic mission and goals of TAFE NSW Higher Education, before recommending them to the Governing Council to approve submission to TEQSA. Membership of the Academic Board includes external academics, the Managing Director of TAFE NSW, the Director TAFE NSW Higher Education and the TAFE NSW Higher Education Dean/s. Executive Leadership Team (ELT) The Executive Leadership Team is made up of TAFE NSW personnel only and comprises the Managing Director of TAFE NSW, TAFE NSW Regional General Managers, the Chief Financial Officer, the Chief Operating Officer and the Chief Education and Training Officer. From January 2016 the ELT took over the functions of the TAFE Higher Education Executive Group (THEEG). The ELT manages both Higher Education and VET business. Higher Education matters are tabled at ELT meetings. The Director Higher Education is not officially an ELT member, but is invited to ELT meetings when Higher Education agenda items are tabled. In relation to Higher Education, the role of the ELT is to exercise operational decision making and co-ordination in relation to higher education business, and to oversee the implementation of TAFE NSW Higher Education policies and procedures. Proposed courses must first gain support from the ELT before course development can proceed. The ELT reviews business cases against TAFE NSW Higher Education strategic objectives and the financial implications of proceeding with the development of the course, before giving approval for the course proposal to be developed and submitted to the Academic Board for approval. Version: 7 Page 5 of 22

OVERVIEW Course Advisory Committees Course Advisory Committees contribute advice and expertise to the initial development of a course as well as supporting the ongoing monitoring and review of courses. A Course Advisory Committee is established for each new course. Membership of the Course Advisory Committee must be approved by the Academic Board. Where a Course Advisory Committee already exists for a course in a related discipline area, it can be appointed as the Course Advisory Committee for the new course, subject to agreement by Course Advisory Committee members and the Academic Board. Course Advisory Committees are made up of representatives from professional bodies and peak industry associations, employer groups, academic staff from other higher education institutions, academic staff from TAFE NSW Higher Education, alumni and current students. Membership of Course Advisory Committees also includes the TAFE NSW Higher Education Dean. The Course Advisory Committee exercises an advisory role and is not an approval committee. Teaching and Learning Committees A Teaching and Learning Committee is established at each campus to monitor and report on the quality of teaching and learning across all higher education courses delivered at the campus. Each Teaching and Learning Committee has responsibility for advising on improvements related to teaching and learning in TAFE NSW Higher Education courses delivered at the campus. Membership of each Teaching and Learning Committee must include campus course coordinators, academic staff representative/s of each course being delivered at the campus, and a student representative of each course being delivered at the campus. Attendance by senior faculty staff, the campus librarian and campus customer service and facilities management representatives is encouraged. Submission of relevant reports can be accepted instead of attendance by these representatives. Teaching and Learning Committees must meet at least once very semester, but can meet more frequently in the initial stages of course implementation. A Result Review Committee which is a subcommittee of the Teaching and Learning Committee at each campus has responsibility for reviewing student results prior to publication. The Result Review Committee meets at the end of each semester. Where a single course is run at a number of campuses, it is critical that communication between Teaching and Learning Committees and the Result Review Committees takes place for purposes of monitoring quality and moderation. Dean s Committee The Dean s Committee monitors quality assurance processes for teaching and learning across TAFE NSW Higher Education courses and campuses. It also provides advice on the effectiveness of and improvements to TAFE NSW Higher Education policies and procedures. The Dean reports key matters and recommendations of the Dean s Committee to the Academic Board. Version: 7 Page 6 of 22

4. TERMS OF REFERENCE The Terms of Reference of each governance body is provided below. 4.1 Governing Council 4.1.1 Role The role of TAFE NSW Higher Education Governing Council (the Governing Council ) is to ensure that TAFE NSW Higher Education fulfils its responsibilities as detailed in its Mission and Goals, and continues to meet its obligations and responsibilities as a higher education institution. 4.1.2 Functions The functions of the Governing Council include: i. Exercising overall responsibility for pursuing the mission and goals of the higher education institution. i Overseeing and reviewing the management and performance of TAFE NSW Higher Education. Approving and monitoring the implementation of TAFE NSW Higher Education s strategic direction, business plan, risk management and annual budget. Supporting the Academic Board and monitoring its activities to ensure sound academic governance of TAFE NSW Higher Education. v. Reviewing membership of the Academic Board at least every two years, and where appropriate; seeking recommendations for new members from the Academic Board. vi. v vi Awarding higher education qualifications on the recommendation of the Academic Board. Approving the submission of accreditation and registration applications to TEQSA on the recommendation of the Academic Board. Approving operational policies for higher education operations consistent with legal requirements, corporate social responsibility and advice of the Academic Board. 4.1.3 Membership The protocols for membership of the Governing Council are: i. Membership of the Governing Council is determined by the Managing Director of TAFE NSW, and will be in accordance with TEQSA requirements. i The number of members on the Governing Council shall be no less than four and no more than seven. The Governing Council may consist of independent members and executive members; however, membership should include a majority of independent members at all times. Version: 7 Page 7 of 22

Governing Council (continued) The Managing Director of TAFE NSW will appoint one of the independent members of the Governing Council as its Chair. v. At least one member will have financial/commercial expertise and one member will have higher education experience. vi. v vi ix. The Chair of the Academic Board is ex officio a member of the Governing Council. The Managing Director of TAFE NSW is ex officio a member of the Governing Council. The Governing Council has a continuing, but rotating, membership. Governing Council members are elected for a term of two years, half being elected in alternate years. Newly appointed Governing Council members begin their two-year term on 1 October. Governing Council members retire in rotation, half on 30 September each alternate year. x. Members can be reappointed to the Governing Council up to a maximum of a ten year duration. xi. In the event that a member requires a period of leave, a replacement can be approved by the Managing Director of TAFE NSW. 4.1.4 Frequency of Meetings The Governing Council meets at least four times per year according to the TAFE NSW Higher Education Governance Calendar. 4.1.5 Attendance Requirements Governing Council members are expected to: i. attend a minimum of three meetings in a twelve month period; provide formal notification of absence to both the Chair and Executive Officer. The Chair of the Governing Council will contact a member where the above requirements are not met. Membership of the Governing Council may be terminated on the basis of inadequate attendance. 4.1.6 Protection of Members All members of the Governing Council, convened by and for the purposes of the NSW TAFE Commission, are covered by the Commission's Directors & Officers coverage, as per Treasury Managed Fund Statement of Cover. 4.1.7 Review of Terms of Reference The Governing Council may review and amend these Terms of Reference at any time. Amendments must be approved by a majority of members of the Governing Council of which one must be a TAFE NSW representative. Version: 7 Page 8 of 22

4.2 Academic Board 4.2.1 Role The TAFE NSW Higher Education Academic Board (the Academic Board ) is responsible for academic policy making, academic administration, oversight of the educational process and maintaining appropriate control over the administration of higher education curriculum to allow educational objectives to be achieved. 4.2.2 Functions The functions of the Academic Board are to: i. Promote excellence in teaching and learning. i Oversee the quality of the higher education delivery of TAFE NSW. Ensure a culture of scholarship and academic excellence is developed and nurtured within TAFE NSW Higher Education academic staff. Consider and make decisions on all aspects of the development and accreditation or re-accreditation of higher education courses, the admission of students, teaching, assessment and requirements for graduation, prizes, awards and scholarships. v. Formulate, coordinate and review higher education academic policy and regulations within TAFE NSW Higher Education. vi. v vi ix. Advise on the academic aspects of TAFE NSW Higher Education s Strategic and Business Plans and foster discourse on issues related to higher education and TAFE NSW Higher Education s Mission and Goals. Provide advice and guidance on the implications of changing government policy and procedures within the higher education sector and how these may relate to, or impact upon, TAFE NSW Higher Education courses. Delegate responsibility to a Course Advisory Committee to provide advice on new course proposals, report on applications for accreditation of new courses and reaccreditation of existing courses and to review existing courses. Delegate responsibility to the Teaching and Learning Committee to monitor and report on quality assurance processes for teaching and learning at each campus of TAFE NSW that delivers higher education courses in order to ensure that day to day academic and non-academic operations meet quality standards. x. Establish such standing committees or working groups as are required, and delegate to these implementation matters. xi. x xi Receive reports from standing committees or working groups and ensure that their delegated responsibilities are discharged. Consider and make recommendations on any matter referred to the Academic Board by the Governing Council. Generate reports and make recommendations to the Governing Council. Version: 7 Page 9 of 22

Academic Board (continued) 4.2.3 Membership The protocols for membership of the Academic Board are: i. The Governing Council appoints members of the Academic Board. The Academic Board will consist of independent members and executive members. i The number of members of the Academic Board shall be no less than five and no more than twelve. The Governing Council will appoint one of the independent members of the Academic Board as its Chair. v. The Managing Director, or delegate who is a member of the ELT, is a member of the Higher Education Academic Board. vi. The Director TAFE NSW Higher Education is ex officio a member of the Higher Education Academic Board. v Prospective members of the Academic Board are selected on the basis of their particular expertise in relation to the operation of higher education institutions and the delivery of higher education curriculum and are drawn from internal academic staff and alumni, academics from universities and other higher education institutions, and other members representing industry and professional bodies or associations. vi The Academic Board has a continuing, but rotating, membership. Academic Board members are elected for a term of two years, half being elected in alternate years. Newly appointed Academic Board members begin their two-year term on 1 October. ix. Academic Board members retire in rotation, half on 30 September each alternate year. x. Members can be reappointed to the Academic Board up to a maximum of a ten year duration. xi. In the event that a member requires a period of leave, a replacement can be approved by the Chair, Governing Council. 4.2.4 Frequency of Meetings The Academic Board meets at least four times a year on a date and time according to the TAFE NSW Higher Education Governance Calendar. 4.2.5 Attendance Requirements Academic Board members are expected to: i. attend a minimum of three meetings in a twelve month period; provide formal notification of absence to both the Chair and Executive Officer. The Chair of the Governing Council will contact an Academic Board member where the above requirements are not met. Membership of the Academic Board may be terminated on the basis of inadequate attendance. 4.2.6 Review of Terms of Reference These Terms of Reference may be reviewed from time to time. Any amendments agreed to by members of the Academic Board will be submitted to the Governing Council for ratification. Version: 7 Page 10 of 22

4.3 Executive Leadership Team (ELT) 4.3.1 Role The TAFE NSW Executive Leadership Team is responsible for the efficient conduct of TAFE NSW s higher education and vocational education and training operations. In relation to Higher Education, the ELT is the primary operational decision making body of TAFE NSW Higher Education. As such, the ELT oversees higher education operations and directs TAFE NSW in the implementation of its higher education strategic, marketing, business and risk management plans. 4.3.2 Functions The functions of the ELT in relation to TAFE NSW Higher Education business are to: i. Exercise an operational decision-making and coordination role in relation to TAFE NSW s higher education business. i Implement policies and procedures to enable the efficient running of TAFE NSW as a higher education institution. Implement the higher education strategic, marketing, business and risk management plans ensuring that TAFE NSW maintains a quality assured teaching and learning environment for all stakeholders of the higher education institution including students, faculty and staff. 4.3.3 Membership The protocols for membership of the ELT in relation to Higher Education business are as follows: i. Membership of the ELT is determined by the Managing Director of TAFE NSW and includes the Managing Director, TAFE NSW Regional General Managers, the Chief Financial Officer, the Chief Operating Officer and the Chief Education and Training Officer. The Director Higher Education is not an ELT member and is represented by the Chief Education and Training Officer when Higher Education agenda items are tabled. i Membership of the ELT is determined by employment in the positions identified above, rather than nominated individuals. The Chair of the ELT is the Managing Director of TAFE NSW. The members of the ELT are provided with all relevant information prior to meetings and are obliged to preserve any commercial-in-confidence information. 4.3.4 Frequency of Meetings ELT meetings are scheduled as directed by the Managing Director. Submission of Higher Education items to ELT meetings must be approved by the Executive Director, Managing Director s Office. Out of session items may be submitted to ELT members where necessary to deal with matters of urgency relating to TAFE NSW Higher Education business, subject to approval by the Executive Director, Managing Director s Office. 4.3.5 Review of Terms of Reference These Terms of Reference may be reviewed by the Managing Director from time to time. Version: 7 Page 11 of 22

4.4 Course Advisory Committees 4.4.1 Role A Course Advisory Committee (CAC) is appointed by the Academic Board for each proposed TAFE NSW Higher Education course to provide industry and content specific advice and guidance in relation to the development and ongoing maintenance of the course. The CAC exercises an advisory role and is not an approval committee. Where a CAC already exists for a course in a similar discipline area, that CAC can be used for the new course, if so desired by the course proponents and supported by the Academic Board. Otherwise a new CAC should be established. In relation to new courses, the CAC provides discipline specific advice to the proponent during the course development phase. This will include suggestions for course structure and subject choice, delivery models, subject learning outcomes and overall assessment methodology for the course, to ensure the course meets the needs of students and the target industry sector. In relation to an approved course, The CAC ensures that the course continues to meet industry and academic standards, and reviews the course particularly in relation to assessment relevance and elective options. The CAC will be actively involved in the review of the course in preparation for reaccreditation. 4.4.2 Functions The functions of the Course Advisory Committee are to: i. Consider and give advice on new courses in development, seeking expert advice where necessary to address specific issues. i Review course documentation to ensure that it meets standards of rigour and depth appropriate to the level of award and that course rationale, aims and content are consistent and reflect best practice, trends and research in the field of study specifically and course development generally. Receive and comment upon new and revised outlines for units of study within existing courses. Make recommendations regarding textbooks and other learning resources for higher education courses. v. Review course implementation paying particular attention to assessment procedures, stakeholder feedback and benchmarking information. vi. Provide advice to the Academic Board, through the Dean, on applications for accreditation of new courses and re-accreditation of existing courses. 4.4.3 Membership Each CAC will include internal and external members relevant to the discipline who are drawn from academic staff from both TAFE NSW and other higher education institutions, the professions and industry as well as those with curriculum design and development expertise. Version: 7 Page 12 of 22

Course Advisory Committees The protocols for CAC membership are as follows: i. The CAC will consist of independent members and executive members; however, membership should include a majority of independent members at all times. i Independent members will be approved by the Academic Board. Tenure of membership will be determined by the Academic Board in line with the needs of TAFE NSW Higher Education and the availability of CAC members. Changes to independent membership of the CAC must be approved by the Academic Board. Independent membership is determined by the nomination of an individual. v. Executive membership is determined by employment in the position of TAFE NSW Higher Education Dean, Course Coordinator or other TAFE NSW position, rather than nominated individuals. vi. The Chair of all Course Advisory Committees is the Dean or delegate. 4.4.4 Frequency of Meetings During the course development phase each Course Advisory Committee should meet at least twice in accordance with key milestones in the course development process. During the course implementation phase each Course Advisory Committee should meet at least once per year for the purpose of reviewing implementation and confirming industry and academic relevance of the course. 4.4.5 Review of Terms of Reference These Terms of Reference may be reviewed from time to time by the Academic Board. Version: 7 Page 13 of 22

4.5 Teaching and Learning Committees 4.5.1 Role The Academic Board delegates responsibility to a Teaching and Learning Committee to monitor and report on quality assurance processes for teaching and learning at each TAFE NSW campus that delivers higher education courses, and to ensure that day to day academic and non-academic operations meet quality standards. 4.5.2 Functions The functions of each Teaching and Learning Committee are to: i. Monitor course implementation at the campus, specifically in relation to teaching, learning, facilities and resources. i Monitor student progress, examinations and assessment, student discipline and misconduct, students at risk, academic appeals, student grievances, attrition and completion rates. Monitor admissions and graduate destinations. Review student results prior to publication. v. Review and advise on teaching and learning facilities, textbooks and other learning resources to ensure provision of a physical environment conducive to study. vi. Report through the Dean to the Academic Board on campus teaching, learning, facilities and resources. 4.5.3 Membership The protocols for Teaching and Learning Committee membership are as follows. Category A members must attend the Teaching and Learning Committee meeting. Attendance by Category B members is as determined by campus management, however a written report relevant to the Higher Education course/s delivered at the campus must be submitted by each Category B member for distribution to all members prior to the meeting. Category A i. Regional Higher Education Contact or delegate (Chair) Course coordinator/s i Category B Academic staff representative/s (1 per course area being delivered) Student representative i. Librarian Campus Management representatives (customer service, facilities management, senior faculty staff) The members of each Teaching and Learning Committee are obliged to preserve confidential information. Version: 7 Page 14 of 22

Teaching and Learning Committees 4.5.4 Review of Results i. Result Review Committees are a sub-committee of the Teaching and Learning Committee. i Review of results must occur at the end of each semester and prior to the Teaching and Learning Committee meeting. Where more than one Higher Education course is delivered at a campus, it is up to Regional management to determine whether to conduct separate or combined Result Review committee meetings. Functions of the Result Review Committee are to: Review students results prior to publication and release. Report result review outcomes to the Teaching and Learning committee. v. Membership of the Results Review Committee must include: vi. v Regional Higher Education Contact or delegate (Chair) Course coordinator/s Academic staff representative/s (1 per course area being delivered) Attendance by the Dean or delegate is optional. The student representative on the Teaching and Learning Committee is not permitted to be a member of the Result Review Committee. 4.5.5 Frequency of Meetings Teaching and Learning Committees meet twice yearly, once at the end of each semester. The Chair can call additional Teaching and Learning Committee meetings if necessary to discuss matters of urgency. Result Review Committees meet twice yearly at the end of each semester, and prior to the Teaching and Learning Committee meeting scheduled for that semester. 4.5.6 Review of Terms of Reference These Terms of Reference may be reviewed from time to time by the Academic Board. Version: 7 Page 15 of 22

4.6 Dean s Committee 4.6.1 Role The Dean s Committee supports the Dean to monitor and review course implementation and professional development of academic staff across the whole of TAFE NSW Higher Education. It also provides advice to the Dean on policy and procedures related to the teaching and learning. 4.6.2 Functions The functions of the Dean s Committee are to support the Dean to: i. Develop TAFE NSW Higher Education applied learning pedagogies and student support strategies. i Encourage a culture of scholarship throughout TAFE NSW Higher Education. Plan and implement an annual schedule of professional development for TAFE NSW Higher Education. Develop and review policy, procedures and implementation guidelines related to teaching and learning. v. Undertake benchmarking of course outcomes according to the TAFE NSW Higher Education Quality Management System. 4.6.3 Membership i. The protocols for Dean s Committee membership are as follows: Dean TAFE NSW Higher Education A representative of the TAFE NSW Higher Education Unit Academic Staff representative/s i Membership of the Dean s Committee should be no less than four and no more than ten. Academic Staff representatives are invited by the Dean onto the Dean s Committee to provide relevant expertise as appropriate. The period of membership of academic staff members will vary in accordance with the work of the Dean s Committee for which their expertise is required. The Dean TAFE NSW Higher Education will chair the Dean s Committee. 4.6.4 Frequency of Meetings The Dean s Committee meets at least once per semester, and more frequently if required. 4.6.5 Review of Terms of Reference These Terms of Reference may be reviewed from time to time by the Academic Board. Version: 7 Page 16 of 22

5. STANDING ORDERS Each governance body (referred to as the Committee ) is subject to the following standing orders to facilitate the conduct of meetings. These standing orders should be read in conjunction with the Terms of Reference for each Committee. 5.1 Definition and Conditions of Membership i. Independent members are defined as those members who are not employed by nor have a financial relationship with TAFE NSW. Executive members are defined as those members who are employed by TAFE NSW. i At the discretion of the Chair, independent members of the bodies may be required to enter into a Deed of Confidentiality with TAFE NSW. Members must not make any public statement or political comment and shall not purport to speak on behalf of TAFE NSW. v. Members are required to declare to the Chair any actual or perceived conflict of interest that might arise in the course of their service. vi. v vi ix. If a Committee member has a material interest in a matter being considered or about to be considered, the member must reveal the nature of the interest at the meeting and should not take part in any decision with respect to the matter being considered. Members must act in the best interests of TAFE NSW Higher Education as a whole and its student body, with this obligation to be observed in priority to any duty a member may owe to those electing or appointing them. Members must act in good faith, honestly and for a proper purpose. Members must exercise appropriate care and diligence. x. Members must not use their position improperly to gain an advantage for themselves or anybody else. xi. x Members who are unable to attend a meeting, must provide formal notification to the Chair and Executive Officer prior to the meeting. Members who are unable to attend meetings in accordance with Attendance Requirements specified for a Committee, may have their membership terminated. 5.2 Convening of Meetings i. Meetings will be held in accordance with the meeting schedule indicated for the Committee in the Terms of Reference above. i The agenda and a copy of the business papers shall be circulated by the Executive Officer to each member at least seven days prior to the meeting. The Chair may permit additional business to be tabled at the meeting. All agenda items, notices of motion, reports or other business must be submitted in writing to the Executive Officer two weeks before the meeting. Matters submitted after this time may be accepted at the discretion of the Chair. Version: 7 Page 17 of 22

STANDING ORDERS In relation to Governing Council, Academic Board and ELT meetings, documentation for tabling must be provided to the Director TAFE NSW Higher Education in accordance with the published meeting schedule. v. Where urgent action is required between scheduled meetings, the Chair may act on behalf of the Committee, but will report all such actions to the next scheduled meeting of the Committee. Non urgent items between scheduled meetings may also be dealt with out of session by members of the Committee if approved by the Chair. vi. v vi If the Chair is of the opinion that there is insufficient business to warrant holding a scheduled meeting, the Chair may cancel the meeting and inform members at least three days before the scheduled date of the meeting. If after fifteen minutes of the scheduled starting time, a quorum is not present, the Chair may exercise discretion and allow the meeting to proceed informally and make recommendations to be ratified by a future meeting. Where an urgent decision by the Committee is required, the Committee can transact this business out of session, if approved by the Chair, by the circulation of papers among the members with a resolution in writing approved in writing by a majority of the members which can be taken as a decision of the Committee. The Committee may, if it thinks fit, transact any of its business at a meeting at which all or some members participate by telephone or other means, but only if any member who speaks on a matter can be heard by the other members. 5.3 Order of Business The normal order of business at each Ordinary meeting shall be: i. Welcome and confirmation of agenda items. Confirmation of the minutes of the last meeting after any amendments. i Business arising from the minutes of the last meeting. Correspondence. v. Report from the Chair. vi. Reports from executive members. v Items for decision. vi Items for discussion. ix. Items for information. x. Other business. xi. Confirmation of next meeting date and time. A Committee can choose to vary the normal order of business so as to best achieve meeting outcomes. Version: 7 Page 18 of 22

STANDING ORDERS 5.4 Quorum A quorum will be 50% of the Committee membership plus one. 5.5 The Chair The Chair shall: i. Conduct meetings in the manner indicated by the standing orders and give all members present an opportunity to speak and vote on the business of the meeting. i Take care that the sense of the meeting is properly followed in regard to the business before the meeting. Put motions and amendments to the vote and declare the result of the vote. Maintain order in the discussions and debate of motions and amendments. v. Accept only motions and amendments which are expressed clearly. vi. v vi ix. Accept any amendments that are presented in proper form and relate to the motion under discussion. Not adjourn a meeting to prevent it from coming to a decision. Exercise discretion in all matters not elsewhere covered in these standing orders. Have absolute discretion to accept or refuse any motion and/or any amendment. 5.6 Members A member of the Committee may not, without the approval of the Chair, discuss with, or disclose to, a person not a member of the Committee: i. any matter listed on the business papers or in the minutes of the Committee; i any matter concerning another member of the Committee; any business negotiation or other financial matter which might allow a person to profit; any matter concerning the promotion of another member of TAFE NSW; v. any proposal that any person will be granted an honorary degree; and vi. other matters which the Committee or the Chair may decide are sensitive to the image, reputation or interests of TAFE NSW Higher Education. A member of the Committee shall: i. speak only to the matter before the meeting; i not make offensive statements; obey the Chair on questions of order during the meeting; not disclose how other members have voted on specific motions or amendments. Version: 7 Page 19 of 22

STANDING ORDERS 5.7 Rules of Debate Unless ruled otherwise by the Chair or resolved by the Committee, the Committee will conduct its business as follows: i. Any member desiring to speak at a meeting shall gain the attention of the Chair, and when called upon by the Chair shall address the Chair. A member may speak more than once on any matter at the discretion of the Chair. i The proposer of a motion will give it to the Executive Officer in writing, but may speak to the motion. A motion or amendment before the Chair shall not be withdrawn except by its mover and by leave of the meeting. No motion shall be withdrawn while any amendment is under discussion or after any amendment has been adopted. v. A member moving a motion or amendment shall be deemed to have spoken to it. vi. No member other than the proposer of a motion or an amendment shall speak to it until it has been seconded. A motion or amendment lapsing for want of a seconder shall not be recorded in the minutes. v In the absence of a member who has given notice of motion, a motion shall lapse unless another member present is prepared to move it. vi A member seconding a motion or amendment without speaking to it may reserve the right to speak to it subsequently. ix. Debate shall occur only on a formal motion before the Chair or an amendment to such a motion. x. The Chair may participate in debate before the right of reply has been exercised. xi. The Chair shall, as far as practicable, call on speakers for and against a motion or amendment alternatively, subject to the right of the seconder to speak immediately after the mover. If two consecutive speakers have both argued for or against a motion or an amendment, and there is no member wishing to argue the opposite view, or, in the case of a motion, to move an amendment, the motion or the amendment shall, subject, in the case of a motion, to the mover's right of reply, be put without further debate. x The Chair will put any motion or amendment by show of hands or ballot once they are of the opinion that it has been discussed fully. xi In the case of a tied vote the Chair has the casting vote. x No member may speak to a motion, except to raise a point of order, after it has been put by the Chair and the show of hands or ballot has been taken. xv. An amendment that is a direct negative of the motion shall not be allowed. xvi. When an amendment is before the Chair, discussion shall be confined to that amendment. No further amendment shall be proposed until the amendment before the Chair has been disposed of. xv If an amendment is carried, an amendment which is substantially the same as the original motion is out of order. xvi If the amendment is defeated, an amendment that is substantially the same as that amendment is out of order. Version: 7 Page 20 of 22

STANDING ORDERS 5.8 Secretariat i. The Committee will appoint an Executive Officer who is responsible for preparing and distributing agendas and papers to members prior to meetings and recording, preparing and distributing the minutes of each meeting. The agenda and papers for meetings will be distributed to members at least seven days in advance of any meeting. i Minutes of each meeting will be available for ratification by the Chair no later than seven days after each meeting. Minutes will be distributed to members after approval by the Chair. 5.9 Minutes i. The minutes of all meetings will be recorded by the Executive Officer and distributed to members normally within seven days of the Committee meeting. The minutes will normally record the following details from each meeting: a) The date, time and place of the meeting. b) The nature of the meeting Ordinary, Adjourned or Extraordinary meeting. c) The names of the Chair, members present, apologies and any persons invited to the meeting. d) A summary of the business conducted, including motions and amendments put, together with the results of each vote. e) The date, time and place for the next meeting. i The minutes of each meeting shall be distributed prior to the following meeting. As an agenda item at the following meeting, they shall be submitted for confirmation in terms of their accuracy. Any amendments must be agreed by the meeting before the minutes are confirmed as amended. The confirmed minutes shall be signed by the Chair as a true and accurate record of the proceedings of the previous meeting. 5.10 Induction and Professional Development of Members The Committee will establish a program of induction and professional development for members to build the expertise of the Committee and to ensure that all members are aware of the nature of their duties and responsibilities. The Committee will put in place a process to assess its performance at regular intervals and identify skills needed and expertise for the future. 5.11 Amendment of Standing Orders A Committee may review and recommend amendment to these standing orders at any time. Amendments must be approved by the Governing Council. Version: 7 Page 21 of 22

March 2016 Version: 7 Page 22 of 22