Legal development

Strengthening University Governance: Key Principles and Recommendations for Australia’s Universities

Shades of blue and coral spiral lines - Ashurst Ahead of the Deal M&A Briefing series

    The Expert Council on University Governance has released its Final Report and Principles (September 2025) (Report), setting out a comprehensive framework to enhance governance across Australia’s universities. The Report responds to sector-wide challenges, stakeholder concerns, and the evolving expectations of government, staff, students, and the broader community. It provides eight core principles, detailed recommendations, and supporting commentary aimed at substantively uplifting governance across universities. The principles are heavily based on the ASX Corporate Governance Principles as well as parts of the Financial Accountability Regime Act 2023 (Cwlth) (FAR Act).

    The various Ministers for Education have undertaken to implement the Report through amendments to the Higher Education Standards Framework (Threshold Standards) 2021.

    What you need to do

    • Undertake a review of your current processes and systems to determine the uplift required
    • Consider the additional requirements recommended by the Report and if those can be complied with
    • If not, consider what disclosure you will be able to provide on an "if not, why not" basis
    • Whilst the principles in the Report are not yet in force, do not wait to commence your review and uplift

    Key Themes

    The Council’s extensive consultations revealed:

    • A need for stronger governance culture, with leadership setting the tone for integrity, transparency, and inclusion.
    • Concerns about the effectiveness of current governance structures, particularly regarding the participation and influence of staff and student representatives.
    • Challenges in achieving diversity and appropriate skills on governing bodies, especially in balancing academic and corporate expertise.
    • Calls for greater transparency in decision-making, remuneration, and performance reporting.
    • The importance of Indigenous representation and culturally safe governance processes.
    • Ongoing issues with risk management, particularly in relation to compliance, academic standards, and social licence.

    Eight principles for good university governance

    As a result, the Council has recommended the adoption of the Principles. The Principles reflect the ASX Corporate Governance Council as well as elements of the FAR Act. The report sets out eight high-level principles, each with detailed guidance. Whilst the Principles are well understood by the listed community, there will be a significant amount of work required to be undertaken by all universities to be able to meet these requirements:

    1. Principle 1 - Accountability: Governance structures and accountabilities must be well-defined, effective, and transparent. Governing bodies should have clear charters, robust committee structures, and transparent appointment and performance evaluation processes for senior leaders.
    2. Principle 2 - Diversity of Perspectives: Composition of the governing body enables purpose and performance. Governing bodies should reflect a mix of skills, experience, and backgrounds, including gender balance, First Nations representation, and student and staff members. Transparent, merit-based appointment processes and regular skills matrix reviews are recommended. Renewal and succession must be appropriately managed.
    3. Principle 3 - Independence: Academic standards and freedom must be protected. Academic governance structures should be robust, with independent leadership and clear reporting lines to the governing body.
    4. Principle 4 - Transparency: Purpose, strategy, and performance should be clearly communicated to stakeholders. Decision-making processes and outcomes must be accessible, with annual public reporting on objectives and achievements.
    5. Principle 5 - Trustworthiness: Universities must operate lawfully, ethically, and in line with their public purpose. Governing bodies are responsible for setting and monitoring culture, with clear codes of conduct and mechanisms for addressing systemic issues.
    6. Principle 6 - Inclusive and Responsive: Stakeholder expectations must be understood and addressed through structured engagement, safe environments, and effective complaints and feedback mechanisms.
    7. Principle 7 - Sustainable: Risks—financial and non-financial— are understood and managed effectively. Risks must be proactively managed. Governing bodies should oversee comprehensive risk management frameworks and internal audit functions.
    8. Principle 8 – Responsible: Workforce and Remuneration are structured fairly and responsibly: Remuneration strategies should be fair, transparent, and benchmarked against public sector standards. Workforce strategies must support fair employment practices and compliance.

    Implementation

    The Council recommends a principles-based, “if not, why not” reporting approach, with annual public disclosure and oversight by the Tertiary Education Quality and Standards Agency (TEQSA). Key recommendations include:

    • Mandatory annual reporting against the Principles, with TEQSA monitoring compliance and escalating consequences for non-adoption.
    • Adequate resourcing for TEQSA to support its expanded role.
    • Legislative review by Education Ministers to align university governance frameworks with the Principles.
    • Further consideration of remuneration benchmarking, potentially involving the Commonwealth Remuneration Tribunal

     

    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.