The leadership TEQSA registration assessors are really evaluating is not the CEO's. It is the governing body's, and it is judged on behaviour: the decisions the board made before anyone drafted an application, the minutes that record how it made them, whether it can act independently of the owner, whether every person on it passes the fit and proper test, and how its members conduct themselves when TEQSA visits. Get those five things right and most of an application takes care of itself.
This article follows a board from its first meeting to the registration decision and describes what the regulator sees at each point. It draws on fifteen years of TEQSA registration work with private provider boards.
What decisions should a board make before the application exists?
In my experience the outcome of an application is largely settled in the twelve months before lodgement, and it is settled by what the board chose to decide rather than what management chose to write. A board that resolved to establish an academic board, approved its terms of reference after debate, appointed external academics to it, set a delegations schedule and adopted a risk appetite has produced a governance record. A board that received all of those things from a consultant in one meeting and approved them together has produced a signature.
Standard 6.1 of the Threshold Standards requires a governing body that exercises competent governance and is accountable for the provider's higher education operations. The word is exercises. TEQSA reads the record for evidence that the board has exercised anything, and a sequence of real decisions across real meetings is the only evidence that satisfies it. Our guide to academic governance under TEQSA sets out the decisions that belong to the academic board rather than the corporate one.
Minutes are the leadership TEQSA registration assessors can see
Assessors cannot observe a board. They can only read what it left behind. Thin minutes are the most common way I see a competent board misrepresent itself. The directors asked good questions, management answered them, and the minute reads "the report was noted."
The fix is not to write longer minutes for the regulator's benefit. It is to minute the substance: the question asked, the concern raised, the further information requested, the condition attached to an approval, the dissent if there was one. A board that records itself declining to approve a course until an external reviewer's concerns were addressed has demonstrated Standard 6.3 in a single paragraph. I have written about the failures that follow from the opposite habit in my article on governance mistakes that stall TEQSA applications.
Independence is judged on conduct, not composition
Every application lists independent directors. TEQSA looks past the list to whether independence has ever been exercised. Did an independent member ever vote against the owner, or cause a decision to be deferred, or insist that a related-party arrangement be reviewed by someone else? If the answer is no across two years of minutes, the assessor is entitled to wonder whether the independence is structural or decorative.
This is where the non-delegation principle does its work. The governing body is non-delegably responsible for the application and for the provider's compliance. Consultants advise, boards decide, and a board that has never disagreed with anyone has not shown that it decides. In my experience the strongest signal of genuine leadership is a minute in which the board sent something back.
Fit and proper is a leadership question, not a paperwork one
Section 21 of the TEQSA Act makes the fitness and propriety of the provider and each person who participates in decisions affecting its affairs a condition of registration, and section 25A makes it a continuing one. Boards often treat the declarations as forms to be collected. Assessors treat them as a test of whether the board knows who it has appointed.
A chair who has asked each director about prior insolvencies, regulatory findings and directorships of cancelled providers, and who can show the board considered the answers, has demonstrated leadership. A chair who discovers a director's history from TEQSA's request for further information has demonstrated the opposite, and the omission will colour the reading of everything else. The requirements are set out in TEQSA's guide to fitness and propriety, and my article on TEQSA's fit and proper person requirements explains how the board should run the process itself.
The site visit is where leadership is tested in person
When assessors visit, they interview directors and academic board members separately from management. They ask the same questions of each and compare the answers. The chair is asked how the board knows the provider is meeting its obligations. An independent director is asked what the biggest risk on the register is. An academic board member is asked what the board declined to approve last year.
Directors who have actually governed answer easily. Directors who have been ratifying management's papers stumble, and no briefing pack fixes that in the week before. In my experience the site visit is the point at which the leadership TEQSA registration assessors have been reading about either becomes real or dissolves. Building a governance team capable of that conversation is the subject of our article on academic leadership and building a strong governance team.
What I would say to a board about to begin
Treat the application as a consequence of governing well, not as a project in its own right. Meet properly, decide things, argue, record the argument, check who is in the room, and be ready to describe all of it to a stranger. A board that does that for eighteen months will find the application largely writes itself. A board that does not will find that no consultant can supply what it failed to do.
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Frequently asked questions
Does TEQSA interview board members during registration?
Yes, typically during a site visit. Assessors interview directors and academic board members separately from management and compare their accounts of how the provider is governed with the documents in the application.
What should board minutes show for a TEQSA application?
The substance of decisions: questions asked, concerns raised, information requested, conditions attached to approvals and any dissent. Minutes that record only that reports were noted give assessors no evidence that the board exercised judgment.
Who has to satisfy TEQSA's fit and proper person test?
The provider itself and each person who makes, or participates in making, decisions affecting the whole or a substantial part of its affairs, which includes directors and typically the CEO and substantial owners. The condition continues after registration under section 25A of the TEQSA Act.
Can a strong CEO compensate for a weak board?
Not in TEQSA's assessment. The Threshold Standards place accountability on the governing body, and a capable CEO reporting to a board that never challenges anything is read as a governance risk rather than a strength.
Dr Brendan Moloney is CEO of Darlo Higher Education, Australia's largest specialist TEQSA consultancy. He holds a PhD from the University of Melbourne, is a Cambridge University Press author on governance in higher education, and has advised private providers on registration and course accreditation for more than fifteen years.