Delegations Policy

To provide for the establishment and exercise of delegations of authority in accordance with the University of New South Wales Act 1989 (NSW) (UNSW Act).

This policy applies to members of Council and continuing and fixed-term employees of the University of New South Wales (the University). This policy does not apply to the University’s controlled entities or to their staff, as these entities have their own frameworks to authorise decisions and signatories of documents. Nothing in this policy invalidates past acts performed by delegates in conformity with delegations in place at the time.

This policy provides:

• principles for delegation of the University Council’s (Council’s) functions under the UNSW Act
• principles for exercising an authorisation under other legislation (including where other legislation prescribes that certain functions must be performed by specific officers of the University (for example, the Interpretation Act 1977 (NSW) permits the signing of deeds by the Vice-Chancellor or any other member of staff of the University authorised by the Vice-Chancellor to sign deeds without the use of the University seal)
• procedures including requirements for establishing, changing and exercising these delegations and authorisations, and
• schedules stating Council’s delegations and other authorisations for areas of the University’s activities.

This policy is consistent with section 16 of the UNSW Act, which authorises the Council to delegate any of its functions (except the power of delegation) to any of its members, or to any committee or officer of the University.

For the purposes of this policy and its schedules, a reference to ‘delegation’ covers delegations under the UNSW Act and any authorisations or delegations in accordance with other legislation.  The schedules will specify the source of authority for a particular delegation if it is not a delegation of authority under the UNSW Act.

Where a delegate is authorised under this policy to sign a document in the form of a deed, this authorisation is provided by the Vice-Chancellor under section 50(3) of the Interpretation Act 1987 (NSW).

1.1. Delegations under the UNSW Act state positions or committees to which Council delegates the authority to perform a function or make a decision on its behalf. These delegations are used to authorise:

• functions and decisions that Council requires to be performed or made by staff at an appropriate level of seniority or with specialist knowledge, to ensure sound governance, good management and mitigate risk, and
• any decision about a staff member, student or member of the public.

1.2. Other legislation applicable to the University and University enterprise agreements may also authorise officers or committees of the University to make certain decisions or prescribe that certain officers within the University must perform specific functions.

1.3. Decision authorities in policy documents will be consistent with the delegations in the schedules to this policy. Where a decision authority is inconsistent with a delegation:

• the delegation prevails to the extent of the inconsistency, and
• the responsible officer for the policy will submit a minor change to the policy document for approval, to make it consistent with the delegation.

1.4. Council may exercise any of its functions that it has delegated unless a delegate has already exercised their delegation in the matter.

1.5. The Vice-Chancellor may exercise any functions that the Vice-Chancellor has authorised under legislation, unless the officer has already exercised their authorisation in the matter.

2.1. Council reserves all functions to itself, except to the extent that functions are expressly delegated under this policy.

2.2. Council specifically reserves to itself the following functions:

a)     Any function or matter specified in another University by-law, rule, policy or other instrument that must be exercised or approved by Council.

b)     Approve the annual budget of the University and its strategic plan (as per section 15(1B)(d) of the UNSW Act).

c)     Appoint or terminate the appointment of the Vice-Chancellor (as per sections 12(1) and 12(2) of the UNSW Act).

d)     Establish or disestablish a faculty (as per clause 60 of the University’s By-law).

e)     Name or rename a building or faculty.

f)       Establish, or approve participation in, a body corporate or other entity or structure (such as a partnership, trust or joint venture) in which the University has a controlling interest.

g)     Establish a policy, standard or procedure for commercial activities of the University (as per section 20B of the UNSW Act).

h)     Establish a policy, standard or procedure that applies only to Council members in their capacity as Council members.

3.1. The exercise of certain delegations must be reported to the next meeting of the Council. This reporting obligation is stated in the Conditions of exercise column in the schedules of delegations and is recorded at clause 1.17 of the Procedure.

3.2. The Vice-Chancellor, University Secretary and Chief Assurance & Legal Officer must endorse any change to this policy, its supporting procedure or schedules, other than a minor or administrative change as defined in the Policy Framework Policy, before it is submitted to Council for approval.

3.3. Any change to the title of a delegate position or committee title in the schedules to this policy can only be approved by Council.

3.4. The President of the Academic Board must endorse changes to schedule 1 Academic delegations before they are submitted for approval.

1.1. A delegation cannot be exercised by:

a)     a less senior position or lower committee than those named in the delegation, or

b)     a more senior position that is not in the delegate’s line management.

1.2. A delegation may include conditions, and a delegate must ensure those conditions are met before exercising the delegation.

1.3. A delegate cannot subdelegate their delegated function or decision to another position.

1.4. Someone who holds a position higher in the line management to a position named in a delegation can exercise the delegation (provided the delegate has not already exercised it in the matter under consideration) in circumstances such as where:

a)     the delegate is absent

b)     the delegate position has been disestablished or its title has changed

c)     the matter involves unusual factors and the delegate escalates it to the higher manager, or the higher manager steps in to exercise the delegation themselves, or

d)     the decision is about the delegate’s own employment, remuneration or otherwise would be a perceived, potential or actual conflict of interest.

1.5. Where a delegation is to a committee, the delegation is to the committee acting as a committee in accordance with its terms of reference.

Vice-Chancellor

1.6. The Vice-Chancellor may exercise any delegation stated in this procedure, except delegations made to:

a)     a member of Council

b)     a committee of Council,

c)     the President of the Academic Board, or

d)     the Academic Board or a committee of the Academic Board.

1.7. When the Vice-Chancellor is absent or unable to exercise a delegation, and no-one is appointed as acting Vice-Chancellor, the Chancellor may exercise any delegation in accordance with clause 1.6.

Signing and recording

1.8. A delegate can sign any document necessary to perform their role. However, the delegate cannot sign any document that has been specifically delegated in the schedules to someone else to sign.  

1.9. Where a delegate exercises a delegation, they must ensure the exercise is recorded in writing, either in a hard copy file or in electronic form in a university system of record.

1.10. Where a delegate’s signature is required, the following are considered satisfactory substitutes for a written signature:

• an email from the delegate’s university email address, that states the approval and the matter for which the approval is given, or
• an approval recorded as an action in a university recordkeeping system that is used to manage the type of matter for which the approval is given.

1.11. Where a delegation is to more than one position and authorises a primary delegate to decide which position will exercise the delegation, the decision must be recorded in writing and retained by the primary delegate and produced on request for auditing purposes.

Complying with laws and policies

1.12. In exercising a delegation, a delegate must comply with applicable:

a)     laws, including (but not limited to) the UNSW Act, University of New South Wales By-law 2005, the University of New South Wales Rules, and the Government Sector Finance Act 2018 (NSW)

b)     industrial awards or agreements (such as the University’s enterprise agreements), and

c)     codes, policies, standards and procedures of the University.

1.13. A delegate may only exercise a delegation:

a)     in the University’s best interest, and

b)     for the purposes of university business within their area of accountability (unless the delegation specifies that it is intended to be exercised more widely).

1.14. The Conflict of Interest Disclosure and Management Policy (“COI policy”) and procedure apply to a delegate’s exercise of a delegation.

1.15. Where a delegate has an actual, perceived or potential conflict of interest in exercising a delegation, they must disclose it and it must be managed in accordance with the COI policy and procedure.

1.16. Delegations to a position are to the person or persons who currently hold(s) the position named in the delegation. Accordingly:

a)     Where two staff members job-share a position, either may exercise a delegation held by the position if the other has not already exercised it in the matter.

b)     A staff member who is appointed to act in a position temporarily may exercise a delegation held by that position, unless the appointment to act specifies otherwise.

Reporting requirements

1.17. The exercise of any of the following delegations will be reported by the delegate to the next meeting of the Council:

• 1.34 establishing an award program or specialisation, and
• 9.1 establishing a policy.

Signing agreements

1.18. If the exercise of a delegation involves a delegate signing an agreement, before exercising that delegation, the delegate must be satisfied that:

• if the agreement involves a Deed of Release, that Deed has been reviewed by a lawyer in the Legal & Compliance team; or
• in any other case, the agreement has been assessed against a risk matrix approved by the Legal & Compliance team (in consultation with the relevant stakeholders) and the outcome of that assessment is that the agreement:

     i.            does not need a legal review; or

     ii.            needs a legal review, and a lawyer in the Legal & Compliance team has reviewed the agreement.

The risk matrix will take into account factors such as whether the agreement is in the form of a template approved by the Legal & Compliance team.

Approved alternates for direct reports of the Vice-Chancellor

1.19. Direct reports of the Vice-Chancellor act for other members in their absence on urgent matters, as indicated below.

2.1. Where a delegation lists two or more delegates, any one of the delegates can exercise the delegation, unless:

a)     the delegation or its conditions of exercise specify that more than one of the delegates must exercise it together, or

b)     another of the delegates listed has already exercised the delegation in the matter.

2.2. A delegation to approve includes the authority to suspend, change and revoke the approval.

2.3. A delegation to decide a matter includes the authority to approve, waive, exempt and refund in the same matter.

2.4. A delegation to establish something includes the authority to create, approve, change or disestablish it.

2.5. A delegation to appoint includes:

a)     where the appointment is to a staff position, and the appointee is temporarily absent, the authority to appoint someone to act in the position or office temporarily, or

b)     where the appointment is to represent the University on the board or other governing body of a controlled entity or other external organisation, the authority to revoke the appointment.

2.6. A delegation to do something includes anything incidental or necessary to give effect to that delegation

2.7. Where a major initiative or activity overlaps multiple delegations (eg schools, faculties, divisions, education, research etc), the project lead will collaborate with delegates and the Director of Governance to enable effective decision making.

The following University officers are authorised to maintain and change the procedure sections of this policy in accordance with the Policy Framework Policy:

• Director of Governance and University Secretary.

This policy is intended to ensure that the University complies with the:

• University of New South Wales Act 1989 (NSW).

The definitions of terms, abbreviations, acronyms, initialisms and symbols stated below apply both to this policy and to the attached schedules of delegations.

Where a delegation, in the schedules of delegations that support this policy, identifies a relevant policy document, readers should consult that policy document for definitions of terms used in the delegation other than terms defined below.