Many Hats, One Duty: Governing Reportable Conduct in Complex Structures

Australian boards of charities and not-for-profits increasingly operate within complex structures—multiple entities linked operationally yet governed under different legal and regulatory obligations. While these models enable strategic reach and service breadth, they also amplify governance risk, particularly where oversight, accountability and authority are unclear.

From 2024–2025, regulatory focus by the ACNC on complex structures has intensified. Without deliberate governance design, organisations risk inadvertent non-compliance with evolving standards. At the same time, the Queensland Reportable Conduct Scheme (commencing July 2026) introduces mandatory reporting and investigation obligations for organisations that care for or exercise authority over children. These obligations sit squarely with the head of the reporting entity and carry significant governance, reputational, and regulatory consequences.

For directors operating across complex structures, the challenge is compounded. Many directors sit on multiple boards within a group, or across aligned organisations, each owing independent duties. When allegations of reportable conduct arise, particularly involving individuals who operate across entities, conflicts of interest (actual, perceived or potential) become more likely, and decision-making pathways more difficult to navigate.

This session explores how boards can govern these risks with courage, clarity and confidence.