Care Governance for Directors: Balancing Risk, Quality and Accountability in Today's Environment (with Virginia Bourke, Mercy Health Australia and Martin Laverty, Aruma)

For many not-for-profit organisations, the founder is at the heart of the organisation's purpose, culture and growth. But as an organisation matures, the relationship between founder, CEO and board can change significantly. What happens when the governance structures need to evolve, new capabilities are required, and the founder needs to start thinking about what happens when they are no longer there? In this episode of Boards with Purpose, Phil Butler speaks with Hannah Andrevski (CEO & Founder, Roundabout Canberra) and David Pointon (CEO & Co-Founder, The Men's Table) about their experiences building founder-led not-for-profit organisations and navigating the transition from grassroots beginnings to more mature governance. They explore the changing role of the board, balancing passion with good governance, building the right skills and capabilities, succession planning, and the challenge of letting go. At the heart of the conversation is a question many founders and boards will face: how do you build an organisation that can continue to deliver on its purpose long after the founder has stepped away? Key takeaways from this episode: The board's role needs to evolve as the organisation grows. Founder-led organisations often begin with boards that are highly operational, but over time the focus needs to shift towards strategic governance, oversight and direction. Founders need to grow with the organisation — and recognise where they need complementary capabilities. As organisations become more complex, founders may need to develop new skills while also bringing people onto the board and into the organisation who can complement their strengths, particularly in areas such as risk and governance. Board composition should become increasingly deliberate. As the organisation matures, skills matrices and a more considered approach to recruiting directors can help ensure the board has the capabilities it needs for its next stage of growth. Succession planning needs to start before the founder is ready to leave. Building an organisation that can operate without its founder requires planning, developing internal capability and deliberately reducing the organisation's reliance on one individual. A founder's legacy is ultimately about building something that can outlive them. Both guests reflect on the importance — and emotional challenge — of letting go, while ensuring the organisation remains true to its purpose and has the structures, leadership and capability to continue into the future. Key resources: AICD NFP Resource Centre

Mergers are becoming an increasingly important consideration for not-for-profit organisations facing financial pressure, changing funding environments and the need to grow their impact. But as Elizabeth Wighton and Victoria Adams explain, merging for the sake of scale – or as a last-minute rescue strategy – can create more problems than it solves. Boards need to understand why they are merging, ensure their organisation is merger-ready and undertake rigorous financial, legal and strategic due diligence before committing. In this episode of Boards with Purpose, Phil Butler explores the governance challenges of NFP mergers, from navigating tax and regulatory requirements to managing culture, leadership and future board structures. Elizabeth and Victoria also discuss the importance of measuring impact, establishing a clear business case and maintaining commercial rigour while staying true to purpose. As federated organisations increasingly consider coming together, the conversation highlights what boards should consider before taking the next step. Key takeaways from this episode: Don't merge simply because you can: A merger needs a clear strategic rationale, whether that is diversifying revenue, expanding geographically, improving systems or creating efficiencies. Scale alone isn't a sufficient reason to merge. Get your own house in order first: Organisations need to be merger-ready, with their financial, legal and governance information in order. Boards should understand their own risks and liabilities before assessing those of a potential partner. Culture and governance can make or break a merger: Bringing together different organisational cultures, boards and management teams can be challenging. Future governance arrangements, leadership roles and potential points of disagreement need to be addressed early. Purpose and commercial rigour need to work together: Successful NFP mergers need to balance financial sustainability with the organisation's purpose and desired impact. Measuring what matters can help boards determine whether the merger is actually improving outcomes for clients, members and communities. Measure success against the business case – early and often: Boards should establish what they expect the merger to achieve and track progress against those objectives. If anticipated synergies or efficiencies aren't materialising, directors need to understand why and take action. Helpful resources: https://www.aicd.com.au/tools-and-resources/nfp-resource-centre.html

Please note: The Australian Institute of Company Directors does not take a position on whether directors should or should not be remunerated. Our annual NFP study indicates a growing level of interest in this topic particularly from larger NFPs and for that reason, we have developed the Not-for-Profit Director Remuneration Guide to assist organisations considering remuneration in a thoughtful, ethical, and transparent way. Director remuneration remains one of the most debated issues in the not-for-profit sector. While most NFP directors continue to serve on a voluntary basis, increasing regulation, growing organisational complexity and heightened governance expectations are prompting more boards to consider whether remuneration is appropriate. In this episode, Phil Butler is joined by Warrigal CEO Jenni Hutchins to explore the organisation's journey to remunerating its board and the governance framework that underpins that decision. Together they discuss why director remuneration is about far more than payment, the importance of skills, accountability and succession planning, and how boards can balance purpose, community expectations and future capability while remaining true to their values. Key takeaways from this episode: Director remuneration is about good governance, not just payment. Effective remuneration sits within a broader governance framework that includes board performance, succession planning, skills, accountability and transparency.

We'd like to introduce you to another one of the AICD's podcasts, Director Download. This weekly podcast on contemporary governance practice brings you insights into what matters now and what's coming next, with views from AICD policy experts and Australia's leading governance specialists. Search 'Director Download' wherever you listen to podcasts or click the link below to start listening: https://www.aicd.com.au/tools-and-resources/podcasts/director-download.html

As artificial intelligence becomes embedded in everyday software and digital systems grow increasingly complex, boards are being asked to govern technologies they may not fully understand. In this episode of Boards with Purpose, Phil speaks with technology executive Jagdeep Singh about the evolving responsibilities of directors overseeing AI, cyber security, data and digital transformation in not-for-profit organisations. Drawing on practical examples from the sector, Jagdeep explores how boards can move beyond technology jargon and policy documents to meaningful governance. He shares frameworks for understanding different types of AI, discusses why cyber resilience is ultimately about recovery rather than prevention, and outlines how boards can create a culture of experimentation while remaining focused on organisational purpose and community impact. Key takeaways from this episode: Technology governance is now a core board responsibility. Directors are increasingly overseeing systems that influence or make decisions, often without full visibility into how those decisions are reached. Not all AI is the same. Boards should distinguish between commodity AI (general tools like ChatGPT), operational AI embedded in existing systems, and strategic AI that can influence organisational decision-making. Focus on outcomes, not technology trends. AI adoption should be driven by organisational purpose and strategic priorities, not by pressure to keep up with the latest innovation. Cyber resilience is about recovery. While prevention remains important, boards should place equal emphasis on recovery capability, crisis preparedness and business continuity. Third-party technology creates governance risks. Directors need visibility over where organisational data is stored, who has access to it, and how quickly it can be recovered during an incident. Shadow systems often present the biggest vulnerabilities. Tools such as WhatsApp, Canva, Google Drive and other unofficial platforms may hold sensitive information outside formal governance controls. Many AI opportunities already exist within current systems. Boards should understand the AI capabilities being introduced by existing vendors before investing in additional technologies. Experimentation is essential. No organisation has all the answers when it comes to AI. Boards should create safe environments for controlled testing, learning and adaptation. Meaningful metrics matter more than policies. Effective governance requires measuring outcomes and organisational capability, rather than simply tracking compliance activities. Purpose should remain the guiding principle. The most effective technology strategies are those that strengthen an organisation's ability to serve its beneficiaries, members or communities. Helpful resources and links: AICD NFP Resource Centre