TEQSA Provider ID: PRV12002 (Australian University) | CRICOS Provider Code: 00120C
From: Chancellor <xxxxxxxxxx@xxx.xxx.xx>
Date: Friday, 8 August 2025 at 12:09 pm
To: Francis Markham s22(Irrelevant)
Cc: Vice-Chancellor <xx@xxx.xxx.xx> s22(Irrelevant)
s22(Irrelevant)
s22(Irrelevant)
Director Governance
<xxxxxxxx.xxxxxxxxxx@xxx.xxx.xx>,s22(Irrelevant)
s22(Irrelevant)
Subject: ANU Council meeting procedure
Dear Francis
I have received your email of 5 August, copied to all Council members and the
University Secretary regarding Council meeting proceedings and protocols.
It can be a steep learning curve for new members and I do appreciate that you have
only attended two scheduled Council meetings on 30 May and 1 August and one out-of-
session online meeting on 3 July, so you may not yet be familiar with these matters. As
you have said to me and others on a number of occasions, you are “new to this”. In
addition to the on-boarding sessions provided to you, we have also encouraged you to
attend the Australian Institute of Directors course – either the course specifically for
higher education or the more general course - but I understand you have not yet done
so. I urge you to take up this opportunity as it will hopefully provide more clarity and
context for your understanding of the roles and responsibilities of council members in
terms of good governance and appropriate practices.
You have also requested access to independent legal advice regarding aspects of your
obligations as a council member, to which I have agreed, however I understand that our
General Counsel, despite follow-ups, has not heard back from you since his email of 15
July, seeking amongst other things a copy of your Deed of Access and Indemnity.
I am happy to meet with you - in person or online - to go through the specific details of
the matters you have raised, but many of them have been explained in my previous
communications to council, and I refer you to my emails of 4 July, 8 July, 11 July (to
you), both emails sent on 21 July and my email of 7 August, or have already been
discussed and agreed upon at our meetings.
It may be helpful for you to know that my reference point in chairing the council
meetings and applying what I aim to be best practice in terms of our governance, and
the structures, processes and practices that enable our Council to oversee the
operations of ANU in accordance with our legal obligations, comes from my over 30
years’ experience as a director, member or chair of multiple boards, both private and
public in the for-profit and not-for-profit sectors, including a federal statutory authority, a
state government tribunal and a university senate, as well as my over 20 years of
government experience including in the Cabinet and the National Security Committee,
numerous Joint and Select Parliamentary Committees, and more recently my roles with
the United Nations and a number of global boards.
More particularly, the process adopted for the orderly conduct of our meetings accords
with relevant legislation, our Charter, Standing Orders, the conventions and protocols
developed, revised and agreed over the past 495 meetings of Council, advice from our
General Counsel and the Secretariat, guidance from the AICD and discussions with
other Chancellors both across Australia and overseas, on their meeting procedures.
From that perspective and having chaired and observed the ANU Council for over 4
years, it is my view that our Council operates to a high standard in terms of meeting our
individual and collective legal obligations, both statutory and fiduciary, as well as ethical
obligations. The recent and unauthorised communication of confidential matters from
our 3 July meeting which were subsequently reported in the media, is an unfortunate
exception to my experience with ANU Council to this point.
In addition to our scheduled Council meetings, we have a number of specialised sub-
committees that meet regularly and report in detail to Council. I note that you have not
taken up membership of any of our sub-committees and this may explain some of your
queries on how our meetings are conducted.
I believe that all members understand, or are given every opportunity to increase their
understanding, of their role with respect to strategic oversight, accountability and
compliance, risk management, transparency and the need to act as a collective function
in the interests of the university and in alignment with ANU’s mission and
objectives. The external members, together with the two nominees currently before the
Minister, have an extensive level of expertise and diversity as required in our Act. We
are committed to continuous improvement and as you know, have underway our next
council self-assessment conducted by an independent expert.
As to some of the issues you raised, I have previously explained why the motion
proposed on the run at the end of the 3 July meeting should not proceed and I made a
ruling at the 1 August meeting that the proposed motion sent very late on the evening
prior to the meeting was out of order both on technical and substantive grounds, and
there was no dissension. I have offered to work with the proposers to provide them with
the opportunity to discuss their requests for further information before the next
scheduled meeting in October. Formal motions of this nature are not usual and are
unnecessary if members seeking further information first raised their requests with the
University Secretary who can then make appropriate inquiries as to the release of such
information. If that initial request is satisfied there would be no need to proceed with
formal motions.
From my observations, all members are aware of their mandated responsibilities and no
member has made any statement in my presence that would suggest a lack of
awareness of the Charter, or seek to obviate or contradict our obligations under, and
our compliance with, the applicable legislation.
At the end of the 3 July meeting, there was a discussion among those members still
remaining on the call about holding another discussion prior to the scheduled meeting of
1 August, particularly to consider a pause of Renew ANU pending TEQSA’s
advice. Specifically I agreed to request the Secretariat to ‘
explore the possibility of
setting up another out-of-session discussion in mid-July, if members were available”
and the minutes record ‘
Council noted that the next scheduled meeting will take place
on Friday, 1 August 2025, but that an additional out of session meeting of Council would
be considered for mid-July.’
Subsequent events including the unauthorised release of confidential information from
that meeting, the establishment of the external independent investigation and our legal
advice, necessitated the pausing of informal meetings and briefings, as I advised in my
emails to Council referred to above. There were also communications to members
during this period from the Vice-Chancellor on TEQSA’s advice that it was not seeking a
pause of Renew ANU and from General Counsel on the external investigation.
Council was advised by my second email on 21 July of the matters that required specific
handling in light of the apparent breach of confidential information and the manner by
which those agenda items would be brought before Council. Of the 27 items on the 1
August agenda, there were 4 items that required special handling due to their sensitivity
and pending the report from the external independent investigator. In accordance with
recommendations from TEQSA, we arranged for hard copies of the relevant papers to
be available prior to the meeting, backed up by verbal reports during the meeting. All
members were given an opportunity to read the papers for the 4 items before the
meeting and did so without raising any difficulties. I acknowledge that you requested
more time to read the proposed draft response to TEQSA, which did not have to be filed
until 12 August and as all members were offered the opportunity to provide comments
by email, I offered you and any other member the opportunity to continue reading the
paper for the TEQSA item after the meeting had concluded.
Also, the minutes of the 3 July meeting were agreed, but I understand that you sought
more time to read them again after the meeting. Assuming you took that opportunity as
the meeting concluded at 3.15pm, I will assume that you have advised the University
Secretary of your agreement. I aim to have our minutes published on the ANU website
as expeditiously as possible.
It is my practice, and that of the Vice-Chancellor during our reports to Council, to refer to
correspondence received and to advise that copies are available on request. If you wish
to discuss these, please raise it during the time set aside for questions or comments on
the respective reports.
I trust you have observed at the meetings you have attended that after I have
introduced an agenda item, I call upon the relevant presenter (as listed on the agenda).
Thereafter as to the order upon which members are called, the Pro-Chancellor as
deputy is called (in my experience it is common practice for a deputy to speak after the
chair). The Pro-Chancellor is also Chair of Audit, Risk and Finance, would also speak in
that capacity to inform members of the view of that Committee. Other Committee Chairs
speak on their report, and then the floor is open to Council members to speak to the
agenda item. I aim to give every member who wishes to speak on any item the
opportunity to do so, but I also aim to ensure the process enables orderly, time-effective
and respectful discussion. I do not prevent members from seeking the call to speak
more than once on any item, but I do suggest that they use their call to raise all their
issues, and I encourage them to be precise to ensure that all members have
an opportunity to speak. I invite the Vice-Chancellor to speak at the conclusion of the
discussion to give her the opportunity to address any issues arising from discussion on
that particular item.
Our meetings generally run for 6 or 7 hours and adequate time is allocated for each
item including the extensive sub-committee reports. If you feel any item has not been
sufficiently deliberated upon, please say so at the time. At the conclusion of every
discussion, and after I have called on every member who wishes to speak as outlined
above, I routinely ask if there is anything further to add, and if not, I refer to the agenda
item as contained in the circulated Council papers and I read out the proposed action -
for example the wording of a resolution or whether it is ‘
for noting’. If there has been an
agreed amendment to the action, I read out the proposed action, with amendment, and
then the University Secretary confirms that he has understood what has been agreed
and makes a specific note of it for inclusion in the minutes. If you do not understand
what has occurred through this process, please raise it with me at that time.
I am confident that the Council is fulfilling its obligations and I look forward to your
positive engagement in our future meetings. I have sought to respond to your queries
over the past few weeks, but I believe it would be more helpful if we could discuss in
person your specific concerns and I look forward to that opportunity.
In the meantime, I hope that you will avail yourself of the opportunities for further
professional development to assist you in carrying out the role to which you have been
elected.
With best wishes
Julie
Office of the Chancellor
Australian National University
Perth Office
EXCHANGE TOWER
Level 20, 2 The Esplanade
Perth Western Australia 6000
P: GPO Box 2559 St Georges Tce WA 6831
T: s22(Irrelevant)
E: xxxxxxxxxx@xxx.xxx.xx
From: Francis Markhams22(Irrelevant)
Sent: Tuesday, 5 August 2025 3:11 PM
To: Chancellor <xxxxxxxxxx@xxx.xxx.xx>
Cc: Director Governance <xxxxxxxx.xxxxxxxxxx@xxx.xxx.xx>; Vice-Chancellor
<xx@xxx.xxx.xx>;s22(Irrelevant)
s22(Irrelevant)
Subject: Council matters
Dear Chancellor,
I am writing to express my concern regarding recent discussions within the ANU
Council that appear to misalign with our fundamental obligations and roles as
outlined in the University's governing documents. My core concern stems from a
discrepancy between the views expressed in recent meetings and our duties as
Council members.
To illustrate these concerns, I draw your attention to specific instances:
1. During our meeting last Friday (1 August 2025), two Council members
attempted to move a motion requesting information and strategic analysis.
The Vice-Chancellor subsequently suggested that such requests constituted
a breach of trust within the Council, implying that these Council members
acted inappropriately in seeking to move this motion.
2. During the same meeting, the Pro-Chancellor asserted that the role of
Council members is primarily to "provide guidance and support for
management."
3. Similarly, during the 3 July Council meeting, two Council members stated
that "our role is to support management."
I struggle to reconcile these perspectives with our mandated responsibilities as
ANU Council members. Our legislative framework, specifically the
Australian
National University Act 1991 (ANU Act) and the
Australian National University
(Governance) Statute 2024, clearly defines the Council's overarching authority and
duties.
The ANU Council is established as the "governing authority of the University",
holding "the entire control and management of the University". Our fundamental
duty is to act in all matters concerning the University in the way we think will best
promote the interests of the University. This overriding obligation is to be observed
in priority to any duty a member may owe to those electing or appointing them, or
through loyalty to management.
Our role extends beyond merely providing guidance and support. The Council's
functions, as detailed in the
Council Charter, include:
Strategic Oversight: This involves "setting the mission, values and strategic
direction of the University" and continuously reviewing the success of these
strategies. This implies a proactive, rather than purely supportive, role in
shaping the University's future.
Effective Overall Governance and Management: This function explicitly
includes "appointing the Vice-Chancellor as principal academic and Chief
Executive Officer of the University, and monitoring their performance". It also
encompasses "overseeing and reviewing the management of the University
and its performance". While the Vice-Chancellor is responsible for the day-
to-day management, and administration, this is "subject to any resolution of
the Council".
Responsible Risk Management: This requires overseeing and monitoring the
assessment and management of risk across the University.
Furthermore, concerning the assertion that requests for information may constitute
a breach of trust, the Council's authority clearly provides for such actions. The
Council Charter grant the Council the authority to "obtain any information it needs
from any employee and/or external party". Access to information and management
is crucial for the Council to fulfill its duties of care and diligence, and to act in good
faith and for a proper purpose, as required of all officials under the
Public
Governance, Performance and Accountability Act 2013 (PGPA Act). I am
struggling to reconcile recent actions with our fundamental duties as Council
members. I require a clear explanation of how these views align with our
obligations as Council members.
I also have significant concerns regarding the conduct of recent Council meetings.
I seek clarification on the consistency of the following decisions with the ANU
Council’s Standing Orders and legislative framework:
a. The decision to prevent motions from being voted on separate occasions
during our meetings of 3 July and 1 August.
b. The decision to restrict our access to management and information,
including papers from previous Council meetings, since early July. For
instance, several members have made unsuccessful attempts to meet with
the Provost since mid-June to understand the Renew ANU process and
discuss details of subsequently published Change Management Proposals.
c. The overruling of the Council’s decision on 3 July — as I understood it in the
minute — to hold an additional meeting in mid-July.
d. The decision not to place certain items on the agenda requested by Council
members for the meeting on 3 July.
e. The decision to prevent irregularly scheduled meetings from being held,
contrary to the provisions in the Governance Statute.
f. During our meeting on 1 August, we were given time to consider certain
papers prior to the meeting. However, we were also told that there was no
time to consider a motion that had been circulated by email the previous day.
g. The Council is currently receiving frequent correspondence from members of
the ANU community and external stakeholders about Renew ANU and yet
these are rarely tabled for Council to discuss.
More generally, the conduct of Council meetings, where questions on matters
presented in papers are bookended between questions or comments from the
Pro-Chancellor first and Vice Chancellor last does not allow questions brought by
Council members to be resolved. Specifically, Council members are only allowed
to speak once per agenda item, preventing follow-up questions from being asked
and making the Vice Chancellor’s word on any matter final. It is often unclear
exactly what has been agreed and what actions are arising. I do not know how
decisions are being made. Could you please clarify this?
Can we please change how we conduct these meetings so that, at a bare
minimum, for all items:
a. deliberation is allowed,
b. consensus is checked at the end of each agenda item by the Chancellor,
and
c. decisions and actions arising are confirmed and reflected back to the Council
by the Chancellor?
I am concerned that the curtailment of deliberation limits the Council’s ability to
offer appropriate oversight. ANU Council is the final arbiter of matters in the
university, with specific duties to protect the university from risks. We have
reserved powers that cannot be delegated away. I am concerned that we are not
fulfilling our obligations for the reasons outlined above.
I look forward to your response.
Kind regards,
Francis Markham.
Francis Markham
Fellow
Centre for Indigenous Policy Research (CIPR)
POLIS@ANU: The Centre for Social Policy Research | ANU College of Arts & Social Sciences
The Australian National University
Canberra ACT 2600
s22(Irrelevant)
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