Newington’s Governance Failures: Tenure
Welcome to this latest Update! As forecast over the last few weeks, this Update continues to focus on Governance shortcomings at Newington, and how management is missing the mark in dealing with these as it wrestles with the implications of its intended transition to co-ed. This Update turns the spotlight onto the College Council, and in particular to the issue of tenure.
The Chair of the Executive Committee of Council has on a number of occasions advised Newington stakeholders, and particularly the parents, that the Council proudly adopts the best practice governance policies of an ASX company, noting in 2023 in particular that the NC Council “follows an ASX public company equivalent skills and people diversity matrix”. It is reasonable to assume that other modern practices of a range of corporate governance authorities are also respected and held in high regard, so today let’s dig down into what some of those authorities (ASX, AICD, and APRA) say about board director tenure:
ASX (Australian Stock Exchange – Corporate Governance Principles – 27 February 2019 – page 14)
“Examples of interests, positions and relationships that might raise issues
about the independence of a director of an entity include if the director……… has been a director of the entity for such a period that their independence from management and substantial holders may have been compromised.
In each case, the materiality of the interest, position or relationship needs to be assessed by the board to determine whether it might interfere, or might
reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the
best interests of the entity as a whole rather than in the interests of an individual…… or other party”.
and the policy states further that -
“………….the (ASX) recognises that the interests of an entity are likely to be well served by having a mix of directors, some with a longer tenure with a deep understanding of the entity and its business and some with a shorter tenure with fresh ideas and perspective. It also recognises that the chair of the board will frequently fall into the former category rather than the latter.
The mere fact that a director has served on a board for a substantial period does not mean that the director has become too close to management or a substantial holder to be considered independent. However, the board should regularly assess whether that might be the case for any director who has served in that position for more than 10 years.” (emphases added).
AICD (Australian Institute of Company Directors – Not-for-Profit Governance Principles – 2024 – page 31)
Continuing tenure should be closely linked to performance and contribution – a poorly-performing director should not be able to assume they will automatically remain on the board for the maximum time allowed. In the NFP sector, it can be difficult to recruit skilled directors, especially those willing to volunteer their time and resources to fulfilling the role. However, it is good practice to continually review tenure, especially if directors have served for more than 10 years (emphasis added). Recruiting new directors ensures boards continue to benefit from fresh ideas and perspectives.
APRA (Australian Prudential Regulation Authority – Policy change on tenure – announced on Friday 24th October 2025)
……APRA has today written to industry advising it will modify three of its original proposals to ensure they don’t impose undue regulatory constraint on boards:
Instead of a tenure limit for non-executive directors of 10 years with the possibility of a two-year extension, APRA now proposes a hard tenure limit of 12 years with short extensions in limited circumstances (emphasis added).
How does the College Council measure up against these authorities’ recommendations?
Now let’s have a look at the length of service of a number of senior members of the Newington Council (Source: Newington College website – Governance – College Council):
As at November 2025, there are at least six members of College Council, including members of the Executive of Council, whose terms equal or exceed the 10 years at which ongoing independence should be assessed, according to the ASX, AICD and until recently APRA as well.
Chairman Tony McDonald has been on Council in various capacities for a “long innings” of 18 years, including the last 12 years as Chair of the Executive. While it is important to recognize the sacrifices made by that length of service, it cannot be overlooked that this exceeds both the terms recommended by the above governance authorities by a wide margin, and indeed the recommended terms of members of Council of many other Uniting Church schools that limit members tenure to 3 x 3 year terms. The Newington Chair’s tenure on Council is already twice that maximum term at other UC schools, and there has been no indication that he is “looking to declare” any time soon. How many more extensions of his tenure will be granted before the Chairman calls it quits?
What is the role of the Uniting Church under these circumstances?
In the wake of the recent references by the UC Visitor of the governance “deficiencies, breaches, errors and omissions in the election of members to the NC Council” (Letter to Student A’s lawyers dated 15 August 2025 – see Update #62 attachment, page 2), the question must be asked - what is the succession plan for both the Chair and other members of Council whose terms will have exceeded the recommended maxima by the end of 2026?
Indeed, is there such a plan? Tenure consideration is not an optional extra, but should be subject to a predictable and transparent policy, readily available to stakeholders. Unfortunately, adherence to recommended tenure is certainly NOT one of the ASX governance boxes that may be ticked by the current Newington Council, and changes to that situation should be made sooner rather than later.
At the end of the day, election and re-election of individual Council members is the legal responsibility of the UC Synod, and it behoves Synod to take these responsibilities more seriously now than apparently has been the case over the period under review by the Visitor, especially with such a challenging time ahead for the College. Council supervision of governance policies at the College is always a critical concern, and it has never been more important for the Synod to inject itself into the electoral detail around current Council membership and plans (if any) for appropriate succession.
The SNC Group regrets that the long service of the Chair and other senior members of Council over recent years has not been directed towards making a great school even greater by expanding the capacity and quality of the educational offering for boys and young men, rather than chasing the co-ed mirage for Newington, and along the way inviting in numerous risks and pitfalls that otherwise would not exist.
These risks and pitfalls are outlined extensively in previous SNC Updates.
Further detailed examinations of perceived governance failures at Newington will follow in the days and weeks to come. This will be solely for the purpose of providing context around the issues and challenges that will inevitably arise for Newington in the near future as it prepares to go down the co-ed path.
The Save Newington College Group