Establishment and Operation of Controlled Entities Policy
Responsible officer: Vice-Chancellor
Designated officer: Policy and Strategy Analyst, Office of the Vice-Chancellor
Council approval: C06/125, 5 December 2006
Overview
The University recognises the important contribution controlled entities can make to achieving its overall mission, in particular, its research mission. This policy emphasises the importance of identifying risks and opportunities that are specific to controlled entities, and aims to establish mechanisms through which the University can maximise opportunities and mitigate risks to an acceptable level.
Definitions
Controlled entity means an entity that satisfies the test of control in s50AA of the Corporations Act 2001.
Company means an entity formed and registered under the national Corporations Law for economic purposes and trading as a business for profit.
Spinout means an entity set up to make commercial use of a new technology/intellectual property that has been developed through research.
Staff means all full time and part time Teaching and Research, and Administrative, Professional and Technical staff, who are permanent or with a contract of one year or more, including visiting fellows and research fellows.
Cost Centre means a discrete operational area, funded through the budget, as identified by the Vice-Chancellor.
Policy
1. No controlled entity will be established by the University without the approval of University Council, on recommendation of the Vice-Chancellor, and with the endorsement of Planning and Resources Committee.
2. The recommendation of the Vice-Chancellor will be accompanied by a proposal, which addresses the following:
- the importance and appropriateness of the entity to the mission and strategy of the University
- resource implications
- strategic risk assessment
- the type of legal entity to be used – a proprietary company (limited by shares or unlimited with a share capital), or a public company (limited by shares, limited by guarantee, unlimited with a share capital, or no liability)
- the existence of a comprehensive business plan
- identification and resolution of any legal/tax obstacles
- whether the company is being established to exploit the commercial potential of technology and/or intellectual property (viz a spinout) and consequent intellectual property issues
- a summary of professional advice taken
- governance structures (including appointment of managing staff, directors and company secretary, and audit requirements) and
- compliance with the National Governance Protocols.
3. Typically, a controlled entity that is a spinout will be a proprietary company, limited by shares.
4. The University name and logo can only be used by a controlled entity in its advertising material after Council has approved its incorporation. Any use of the logo requires the explicit approval of the Vice-Chancellor, and must be in accordance with the University’s style guidelines.
5. Breaches of this policy may constitute not solely breaches of University policy, but also of State and Federal laws.
Back to top