Commercial Activities and Joint Undertakings Policy (MPF1098)

  • Category: Governance and Management
  • Review due by: June 30, 2015
  • Version: 3
  • Approved on: November 5, 2013
  • Effective date: November 5, 2013
  • Status: Published

RELEVANT LEGISLATION

This policy is governed by the University of Melbourne Act 2009 (Vic) (‘Act’) and other relevant legislation including:

This policy and related compliance obligations are based on the Commercial Activities Guidelines mandated under Division 6 – Guidelines (sections 52 to 60) of the Act.

SCOPE

This policy, and related compliance with the Commercial Activities Guidelines, applies across the whole University.  The University also requires its controlled entities to be familiar with the Commercial Activities Guidelines and follow certain reporting requirements as described herein to facilitate compliance by the University.

To that end, this policy applies to:

  • creation of University controlled entities
  • entry into and management of commercial activities of the University and its controlled entities
  • University participation for commercial purposes in any company, association, trust, partnership or joint venture where an assessment needs to be made as to whether engagement in a commercial activity is one of the relevant purposes.

POLICY

1. Commercial Activities Guidelines

1.1      The University will comply with the 10 designated guidelines under the Commercial Activities Guidelines, as follows:

  • Guideline 1 – prior to entering a commercial activity (paragraph 5);
  • Guideline 2 – indemnities (paragraph 6);
  • Guideline 3 – after entering a commercial activity (paragraph 7);
  • Guideline 4 – register of commercial activities and report (paragraph 8);
  • Guideline 5 – section 48 of the Act – corporations and joint ventures (paragraphs 9-11);
  • Guideline 6 – university controlled entities (paragraphs 12-16);
  • Guideline 7 – section 47 of the Act – audit of income and expenditure of the University (paragraph 17);
  • Guideline 8 – financial risk (paragraph 18);
  • Guideline 9 – borrowing (paragraphs 19 and 20);
  • Guideline 10 – making assessments (paragraph 21).

1.2      The Commercial Activities Guidelines extend beyond the primary coverage of University commercial activities to any proposal for the University or a controlled entity to be a member of, form, manage, participate or enter into a joint undertaking, where an assessment needs to be made as to whether engagement in a commercial activity is to be one of the relevant purposes.

2. Management of commercial activities and joint undertakings

2.1      The University may enter into any commercial activities and/or joint undertakings for purposes consistent with its objects and functions.

2.2      The University will ensure that commercial activities and joint undertakings within the terms of the Commercial Activities Guidelines are planned and managed so that:

  • appropriate financial and cost/benefit assessments and measures are undertaken
  • risks are properly assessed and managed
  • appropriate governance, legal and audit arrangements are in place
  • activities are monitored as appropriate to their scale and nature.

2.3      All proposals which involve a joint undertaking or any other activity which could be considered as a commercial activity must be submitted to the Chief Financial Officer or Deputy Vice-Chancellor (Research).

2.4      All proposals for University participation in a company or involvement in a commercial activity require approval by Finance Committee on the recommendation of the Vice-Chancellor.  Council approval is required for the creation of or changes to University controlled entities, and the entry into or variations to ‘significant’ commercial activities (as provided in section 8(3)(h) of the Act).

2.5      The University Secretary is responsible for maintaining a register of commercial activities by the University and its controlled entities.

2.6      Boards of University controlled entities are responsible for monitoring their commercial activities and joint undertakings, and reporting on these as required to Council through Finance Committee.

RELATED DOCUMENTS

DEFINITIONS

Term Definition
Commercial Activities Guidelines The University Guidelines concerning commercial activities and other matters as approved by the relevant Minister on 11 May 2011 in accordance with Part 6 Division 6 of the Act.
commercial activity A commercial activity as defined or otherwise referred to in the Commercial Activities Guidelines.
controlled entity A University company, University subsidiary company or other entity where the University has effective control.
joint venture An association of persons which includes the University, and which is defined or otherwise referred to in the Commercial Activities Guidelines.
joint undertaking The University or any controlled entity being a member of, forming, managing or participating in a company, association, trust, partnership or joint venture as referred to in the Commercial Activities Guidelines.
University company A company in which the University has an interest, either as a shareholder or a member (excluding interests held solely for investment or insurance purposes).
University subsidiary company A University company where the University controls the composition of the board of directors or has more than 50 per cent of the general meeting voting rights of the company.

RESPONSIBLE OFFICER

The Chief Financial Officer is responsible for the development, compliance monitoring and review of this policy and any associated guidelines.

IMPLEMENTATION OFFICER

The Special Counsel is responsible for the promulgation and implementation of this policy in accordance with the scope outlined above.  Enquiries about interpretation of this policy should be directed to the Implementation Officer.

REVIEW

This policy is to be reviewed by 30 June 2015.

VERSION HISTORY

Version Approved By Approval Date Effective Date Sections Modified
1 Council 8 Oct 2012 8 Oct 2012 New policy.
2 University Policy Officer 5 Nov 2013 5 Nov 2013 Minor amendments - hyperlinks added to document references.
3 University Policy Officer 5 Nov 2013 5 Nov 2013 No changes. Version 2 archived in error.
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