by: Heather Sainsbury

Well-crafted terms of reference are foundational to effective governance. They define the structural clarity, operational boundaries and strategic alignment that enable informed, accountable decision-making across corporate and academic domains. Poorly defined terms of reference, on the other hand, can lead to decision paralysis and regulatory breaches.

Why terms of reference matter

Robust terms of reference:

• Establish the committee’s purpose, authority and scope of influence.
• Enable critical input from members with relevant expertise and experience.
• Signal professionalism and rigour to internal stakeholders, regulators (e.g. TEQSA), external partners and professional bodies.
• Demonstrate alignment with institutional strategy, delegations and regulatory frameworks (e.g. Higher Education Standards Framework (HESF), Education Services for Overseas Students (ESOS) National Code of Practice, ISO 31000 Risk Management Guidelines).

Overview of core elements

For one possible approach to structuring terms of reference, check the following template.

Writing tips

• Use clear, formal language suitable for governance audiences and external regulators
• Keep it concise but comprehensive—typically 2–4 pages
• Shift from passive to active voice where possible
• Use parallel grammatical structure in lists (e.g. “monitoring risk, ensuring compliance, reviewing audits”)
• Avoid redundancy (e.g. “efficiently, transparently, and in alignment…” could be simplified)
• Use consistent bullet styles and indentation
• Consider using headings for each element of the terms of reference rather than a table

Common pitfalls to avoid

• Vague or overly broad scope statements
• Misaligned membership structures
• Unclear appointment terms
• Lack of review cycle or version control
• Absence of reporting lines or accountability mechanisms
• Overly complex language that obscures purpose or function

Secretariat’s role

The Secretariat ensures that governance committees operate efficiently, transparently, and in alignment with the terms of reference and institutional protocols. Their responsibilities include:

• Administrative support:
  • annual agenda planning
  • meeting coordination
  • document preparation and distribution
• Procedural governance:
  • ensuring compliance with protocols (e.g. quorum, voting)
  • supporting the Chair
  • managing confidentiality
• Record-keeping and follow-up:
  • accurate minute-taking
  • action tracking
  • archiving
  • resolution monitoring
• Governance continuity:
  • onboarding new members
  • maintaining institutional memory
  • supporting reviews of terms of reference

Need more help?

DVE’s Governance and Compliance team can help by reviewing terms of reference and annual agenda plans to confirm that they are effective and meet all regulatory expectations.

For more information, email info@dvesolutions.com.au.