Board of Directors

Governance Glossary

Published: February 26, 2024

Board of directors

Definition and Fundamental Role

The Board of Directors refers to a group of individuals elected or appointed to act as representatives of the stakeholders of an organisation, overseeing its strategic direction, financial health, and overall policy.

The board’s paramount duty is ensuring the organisation’s prosperity by collectively directing the organisation’s affairs while meeting the appropriate interests of its shareholders (in the case of for-profit entities) or members (in not-for-profit organisations).

This includes setting the mission, vision, and strategic goals of the organisation, constructing a robust governance structure that underpins ethical principles, accountability, and transparency.


A typical Board of Directors consists of both executive (internal directors with responsibilities within the organisation) and non-executive members (external directors without daily roles in the organisation) who bring diverse expertise and viewpoints. This composition encourages a balanced decision-making process that can leverage internal knowledge and external perspectives.

Among these directors, specific roles are defined such as the Chairperson (who leads the board and ensures its effective functioning), the Treasurer (oversees finances), and the Secretary (manages documentation and compliance with statutory requirements).


The responsibilities of the Board of Directors are extensive and multifaceted, aiming to steer the organisation towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as making sure the adequate resources are in place to meet its objectives.

Key responsibilities include:

  • Strategic Planning: Setting long-term goals and strategies, and monitoring progress towards these.
  • Oversight and Accountability: Ensuring the organisation adheres to legal standards and acts in accordance with stated purposes, which involves overseeing the organisation’s activities, financial performance, and risk management.
  • Governance: Establishing policies and procedures for the effective operation of the board and the organisation as a whole.
  • Financial Management: Approving annual budgets, financial plans, and audits, ensuring the organisation’s financial sustainability.
  • Human Resources: Hiring and evaluating the performance of the chief executive officer and, in some cases, other senior management, including succession planning.

Directors are bound by both legal and ethical standards that include the duties of care and diligence, loyalty, and good faith. These duties require directors to act in the best interests of the company, prioritise the company’s welfare over personal gains, avoid conflicts of interest, ensure compliance with Australian laws and corporate governance standards, and act for a proper purpose within the powers conferred by the company’s constitution and the Corporations Act 2001 (Cth).

Directors must exercise their powers with the degree of care and diligence that a reasonable person would have in the same position, make informed decisions, and consider the long-term impact of their decisions on the company’s sustainability.

Additionally, they are expected to maintain confidentiality and use information obtained through their position for the benefit of the company, not for personal advantage or the detriment of the company.

Governance Models

The governance model adopted by the board influences its operation and interaction with the organisation.

Models range from traditional (where the board makes all strategic decisions) to models like the Carver Model/Policy Governance (which focuses on governing using policies and defines the board’s role as distinct from the organisation’s operational activities) to the stewardship model, which fosters a partnership-like relationship between the board and management. This model encourages the board to support and guide management while still holding them accountable for their performance. Today in Australia it is common to see a blend of models adapted to suit the organisation.


The Board of Directors is pivotal in shaping the culture, ethics, and performance of the organisation. Through effective governance, boards can enhance the trust and confidence of stakeholders, promote sustainability, and ensure the organisation’s resources are utilised effectively to achieve its mission.

In essence, the Board of Directors acts as the bridge between the organisation and its broader ecosystem, navigating challenges and seizing opportunities in alignment with the organisation’s vision and objectives.


Directing an organisation, especially in a volatile environment, requires foresight, adaptability, and resilience. The Board must balance its governance role with the need to enable innovation and growth. Challenges include managing stakeholder expectations, adapting to regulatory changes, and ensuring the organisation’s long-term sustainability amidst external pressures.


The Board of Directors is a critical instrument of governance, accountability, and strategic oversight within any organisation. By fulfilling its responsibilities with diligence, integrity, and foresight, the board ensures that the organisation not only meets its objectives but does so in a manner that is sustainable, ethical, and aligned with the interests of its stakeholders. In an ever-evolving landscape, the importance of a knowledgeable, diverse, and committed Board cannot be overstated, acting as the custodian of the organisation’s mission, values, and future potential.

What is the role of the Board of Directors in a not-for-profit organisation in Australia?

The Board of Directors in a not-for-profit (NFP) organisation in Australia plays a critical role in governance, strategic direction, and oversight.

Their duties include setting and monitoring the organisation's vision, mission, and strategic goals; ensuring compliance with legal and regulatory requirements; overseeing the organisation's finances and ensuring its financial sustainability; and evaluating the performance of the Chief Executive Officer or equivalent.

The board is also responsible for ensuring the organisation adheres to its values and ethical standards, making decisions in the best interest of the organisation and its community or cause.

How are members of the Board of Directors selected or appointed in not-for-profit organisations?

Members of the Board of Directors in not-for-profit organisations in Australia can be elected or appointed through a variety of methods, depending on the organisation's constitution or by-laws.

Common practices include election by the organisation's members during an Annual General Meeting (AGM), appointment by the board based on specific needed skills or expertise, or appointment by a specific stakeholder group as defined in the organisation’s governance documents.

It is essential for the process to be transparent and for candidates to demonstrate a commitment to the organisation's mission, along with having relevant experience or skills that would contribute to effective governance.

What are the legal and ethical responsibilities of Board members in not-for-profit organisations?

Board members of not-for-profit organisations in Australia have both legal and ethical responsibilities. Legally, they are required to act in the best interest of the organisation, with due diligence and care, and to ensure the organisation complies with relevant legislation, such as the Corporations Act 2001 (Cth) if applicable, and state or territory-based laws governing charities and not-for-profits.

Ethically, board members should adhere to the values and ethical guidelines of the organisation, ensuring transparency, accountability, and fairness in all decision-making processes. They should also avoid conflicts of interest, or manage them according to the organisation’s policy if they arise. Moreover, board members should engage in ongoing education and governance training to effectively fulfil their roles.

Additional Resources

How to Handle Conflicts of Interest at your Not-for-profit Organisation

Decoding the Ethical Framework

What Is It About the Role of the Chair?






Better Boards connects the leaders of Australasian non-profit organisations to the knowledge and networks necessary to grow and develop their leadership skills and build a strong governance framework for their organisation.

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