GovernWith Blog

Australian Boards face mounting pressure to strengthen corporate resilience amid economic, technological and regulatory disruptions in 2025.

In March 2025, the Australian Prudential Regulation Authority (APRA) released a Governance Review Discussion Paper outlining proposals for enhancing governance frameworks within financial institutions. Among these, Proposals 1 (Skills and Capabilities) and 5 (Board Performance Review) both stand out as particularly significant. GovernWith’s Governance Review, Director Skills Matrix and External Evaluation services are specifically designed to provide comprehensive, contemporary and accessible governance assessments. These solutions not only meet APRA’s expectations but also help our clients meet regulatory requirements while strengthening overall governance effectiveness. 

Watch this short interview with GovernWith's Jennifer Dean and Fi Mercer to learn more about:

• Jennifer and her wealth of experience as a non-executive and executive Board Director, an actuary and financial services, superannuation and insurance industry executive with over 25 years experience. 
• The importance of self-led annual and externally-led evaluations for Financial Institutions 
• The types of clients and organisations Jenny works with
• Jenny's role as a Financial Institutions Professional Advisor and Expert Convenor with GovernWith
• Some final tips and tricks for Financial Institutions looking to enhance their compliance and contemporary governance capability 

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This article explores the term Governance Evaluation and examines its significance in maintaining the integrity of the Australian business environment. In business and legal settings, it is crucial to start with clear definitions, so here we go.  

With the recent release of the Australian Government’s Voluntary AI Safety Standard, now is the perfect time to explore the Governance of AI and how Boards should be thinking about the use of AI in the businesses they oversee. 

GovernWith, market-leader inContemporary Governance Review & Development, and Convene, Australia’s premier Board management software, are thrilled to announce their strategic partnership. The collaboration introduces GWCiT (GovernWith x Convene in Microsoft Teams), a unified platform designed to assure compliance, enhance governance effectiveness and streamlineBoard administration, all through Microsoft Teams. 

In recent years, Australia's aged care sector has experienced significant changes aimed at improving quality, safety, accountability, and governance. For Boards, Directors, Executives, and Subcommittees in aged care organisations, understanding these Reforms and their implications, as well as the role of leadership in contemporary governance, is essential for successfully navigating these transformations.  

Diversity, Equity and Inclusion (DEI) have been words ever present when talking about organisational culture and workforce, particularly in the last year. In Australian organisations, initiatives for DEI aim to guarantee representation and inclusive treatment of diverse workforces. These efforts strive against discrimination linked to race, gender, age, sexuality, and other minorities. Australian companies are increasingly embedding DEI into their operational frameworks by adopting detailed policies, conducting training programs, and collaborating with a variety of community groups. This approach is fostering a more inclusive corporate environment nationwide, but what about for our boards? 
 
Celebrating its tenth year, the Board Diversity Index* stands as the exclusive in-depth analysis of Australian boards. It surveys the top 300 ASX listed companies, focusing on gender, cultural background, age, skills/experience, tenure, and independence. While providing no data in relation to the not-for-profit space, we could assume the findings wouldn’t be too dissimilar. 
 
Though there has been some progress, especially in the number of board positions held by women, in many areas there has been no progress made at all, if not a decline. 
 
The average age of a Board Member is still over 60 with a rapid current wane in directors under 50, there is no data on directors who are disabled, racial diversity remains under 10% with even less representation of First Nations Peoples, and the LGBTQIA+ Community had 4 openly identified directors total. 
 
These findings are staggering. In Australia 42% of people who identify as LGBTQIA+* hide their identity at work and community events, 1 in 5 people in Australia have a disability*, 30.7% of the Australian population were born overseas*. When asking the question of their stakeholders, “Do they see themselves represented within our Board and Executive?”, many organisations simply need to answer no.  
 
Corporate, sector and professional skills are fundamental when it comes to looking at a board’s capabilities and being assured the members reflect a make-up of people with strategic oversight in all required responsibilities. When viewing this through a contemporary governance lens - a diverse range of lived experiences, community engagement and societal perspectives are also, unequivocally, essential. 

The Boardroom Bystander Effect

Coming out of the 2023 GovernWith Contemporary Governance Risks Whitepaper, there was an interesting phenomenon we saw trending through the data. The data collected had more than 2,000 individual contributions across both the Board Governance Review and the Director Skills Matrix. These two assessments meet two different criteria and require different “context hats” worn when completing them. The Board Governance Review is answered by an individual’s gauge, or evaluation, of how assured the board is that the whole organisation (board and executive included) are delivering on their Corporate, Sector Specific and Contemporary Governance roles and responsibilities. The Director Skills Matrix is answered by an individual considering their own understanding, qualifications and experience in relation to their Sector, Professional and Contemporary skills, measuring their level of capability.
 
While not entirely reflective of the psychological definition “an individual being less likely to help a person in need while in the presence of others”, the core message that bystanders often assume someone else will step in, is what we want to highlight. 

The diffusion of responsibility, particularly in contemporary governance issues, was demonstrated when comparing an individual’s view of the organisation’s capacity overall - often being quite positive, yet individually most in these same areas indicated their own capabilities were foundational. This emphasises, and gives evidence to, an attitude of pluralistic ignorance where boards may not have the ability to recognise or ask the right questions around trends and issues, if each of them is expecting another to have the educated knowledge and experience to be the voice in those areas.  
 
If a board has reflected in the Governance Review that the organisation are highly proficient in a particular area, but the group results of the individual skills matrix indicate most directors are foundational in their own capabilities - these results don’t align and give urgency to the risks and impact of bystander thinking. 

What a fantastic opportunity we have through this data in how we can individually reflect and respond. Shown through centuries of evolution and human behaviour we witness the ultimate benefits of being altruistic, curious and community serving. It’s up to each of us to make having an educated foundation for our thinking important, and to show initiative in seeking out that self development. These human centric trends and issues we see at the forefront of governance now are everybody’s responsibility. For a board, executive and whole organisation to be its most capable and sustainable, every member needs to be a participator in their ongoing development, training and preparation in contributing to these conversations. In 2024 our goal at GovernWith is to ignite and support proactive participation, leaving bystander apathy behind in 2023. 

Why are contemporary Board Subcommittees so important?  

For many Boards, Subcommittees are where the bulk of the Board’s work actually takes place. Subcommittees enable a Board to ‘divide and conquer’ by distributing the detailed planning and oversight of each of the Board’s many responsibilities, across smaller groups of appropriately skilled members. While the collective responsibility for decision-making remains with the full Board, Subcommittees inform the Board through reporting and making recommendations in line with their remit.  

The number and type of Subcommittees depend on the tasks required, and their tenure may be short or long-term. Subcommittees must utilise the specific expertise of members, as well as others, including staff and/or external parties. Chairing Subcommittees provides valuable experience for members, which can be useful in succession planning for future Board leadership roles.  

Effective Subcommittees provide significant benefits to Boards, and the organisations they govern, through enabling the Board to make informed decisions and meet their many, varied governance and regulatory responsibilities. They play a key role in supporting Directors to be assured in their strategic and oversight roles for risk and compliance by providing analytical information that improves and optimises future governance decisions and performance.  

They also benefit members by providing them with the opportunity to utilise and extend their knowledge and understanding of specific aspects of governance as well as the organisation they are governing. Governance experts even advise that an accurate correlation for strong Board culture and performance is the effectiveness of a Board’s Subcommittees.  

Why the GovernWith Contemporary Governance Model for Subcommittees  

At GovernWith we understand it is essential to have contemporary Subcommittees to support our Boards and Executives ever changing and growing governance requirements.  

They play a key role in supporting Directors to be assured in their strategic and oversight roles for risk and compliance, by providing analytical and qualitative information that improves and optimises future governance decisions and performance.  

Subcommittee Plus Program:  

The types of Subcommittees covered in the GovernWith Subcommittee Plus Program are:  

• Audit and Risk  
• Finance 
• Quality and Clinical Governance  
• Remuneration and Nominations (may be called Governance) 
• Community and Consumer Advisory Committee 

What do the Subcommittee Plus Programs Questionnaires Cover? 

Please see the following components of a Subcommittee's key functions that are covered in the questionnaires:  

1. Subcommittee Purpose

GovernWith understands the importance of a Subcommittee's purpose stating clearly, from a high-level overview perspective in relation to a targeted area of Corporate and Sector Specific Governance roles and responsibilities.  

2. Subcommittee Objectives (Roles & Responsibilities)

GovernWith understands that the Committee Objectives (Roles and Responsibilities, Instructions) must comply with its specific Government, Legislative, Risk, Quality, Safety, Corporate, ESG and Contemporary Governance requirements therefore this part of the questionnaire reflects each individual Subcommittees specific requirements.  

For example: If the Subcommittee being reviewed was a Finance and Audit Committee in the Health Sector the questions would reflect the functions of this committee that are determined by and must comply with:    

• The Standing Directions 2018 (Under Financial Management Act 1994), and  
• The Health Services Act 1988 which requires public hospitals under Section 33(2) (j) - to establish the following committees— (i) a Finance Committee, an Audit Committee and a Quality and Safety Committee  
• Other relevant legislation and frameworks  

The questionnaires would also reflect GovernWith's Corporate, ESG, Contemporary and Leadership and Learning Styles Governance requirements based on 12 years of GovernWith Governance Data Insights.  

3. Subcommittee Membership

GovernWith understands that to achieve its objectives, the Subcommittee Membership, both internal and external, must have the right capabilities through contextual skills, qualifications and experience relating to the specific Government, Legislative, Risk, Quality Safety, Corporate, Contemporary, ESG, Leadership and Learning Styles Governance requirements.  

This part of the questionnaire reflects the governance skills and attributes required relevant to the specific Sector.  

4. GovernWith also has key questions in the Subcommittee Review about the following areas in the context of the type of Organisation, Subcommittee and its Corporate, Sector specific, ESG, Contemporary, Leadership and Learning Styles Governance requirements, in relation to but not limited to: 

• Subcommittee Authority 
• Subcommittee Chair Role, Membership Responsibilities and Capabilities  
• Subcommittee Meeting process  
• Subcommittee Reporting process to the Board 
• Term of Appointment 
• Remuneration (if required) 
• Evaluation of Committee Performance and evaluation of Terms of Reference 

A contemporary contextual Terms of Reference is no longer enough to have a high functioning Subcommittee. GovernWith recognise and support that it’s also important to have a membership that functions well through being well led, having relevant skills, experience, qualifications and behaviours, are diligent, inclusive and have enquiring minds and are happy to ask respectful challenging questions.  
 
The Subcommittee Plus Program and subsequent next steps will support governing bodies to be confident that the Subcommittee structure is contemporary, effective and efficient, that there is transparency of information and accountability of actions to inform good decision making and governance.  

Contemporary Governance 

In our increasingly interconnected world, the importance of socially responsible and sustainable business practices is gaining more attention than ever before.

We have had close to 1000 Directors complete our Board Governance Review and Director Skills Matrix. The results around ESG continually indicate a need for development in the awareness and capabilities of those at the Boardroom table, to contribute and think strategically in this area.

When prompting further discussion, the most common question is "What on earth is ESG?". 

What is ESG?

ESG stands for Environmental, Social, and Governance trends and issues. The handprints (Social) and the footprints (Environmental) of an organisation. 

Environmental indicators look at how a company performs in the sustainability of our natural world. It may include waste management, energy use, consumerism, climate change mitigation and handling of extreme events. 

Social indicators examine how a company manages relationships with its stakeholders: employees, suppliers, customers, and the communities, through its operations. They may look at issues such as workforce (retention and HR practices), cybersecurity, social inclusion and diversity, modern slavery, minority groups, gender equity, First Nations people and community development. 

Australia is no stranger to the growing importance of ESG. 

The country’s exposure to environmental risks, such as covid, bushfires and floods has amplified the need for organisations to consider environmental factors in their strategic planning.

Australia’s social issues, including the reconciliation with its First Nations people and ever growing cyber hacking crime, also play into the policies and strategies seen more and more by those at the boardroom table.  

Why is ESG important for boards and organisations? 
 
Risk Management: Being aware of, and understanding ESG trends and issues help companies identify potential risks that may arise from environmental damage, social issues, and poor governance. By proactively, strategically addressing these factors, organisations can mitigate these risks and secure their long-term sustainability. 

Workforce: Understanding that staff are key stakeholders of an organisation and therefore, representing their voice, diversity, gender equity and inclusion is crucial. This starts at a board level. Reducing churn, increasing retention and building a strong work place culture, the handprint of an organisation is most strongly reflected through prioritising the voice of its staff, and its ability in not only implementing but encompassing ESG principles.
 
Investor Appeal: There is a growing trend of investors favouring businesses that uphold ESG principles. Companies demonstrating strategy, process and mission statements around these principles can potentially attract more investment, boosting their success.  
 
Regulatory Compliance: With an increasing focus on sustainability, governments worldwide, including Australia, are introducing more stringent regulations related to environmental protection, social issues, and governance. By adopting ESG principles, organisations can ensure they stay ahead of regulatory changes and avoid penalties. Coming into 2024 we are seeing an increase in these mandatory requirements such as Climate Change and Modern Slavery.
 
Reputation and Stakeholder Engagement: Companies known for their commitment to ESG principles enhance their reputation, which lead to increased consumer loyalty, better relationships with stakeholders - including workforce, and overall business success. Reputation is more exposed than ever before, while also becoming more intrinsically tied to the integrity of how organisations embody ESG. This again ties back to investor appeal and the long term sustainability of the organisation. 

What are the key questions we need to ask first? 
 
As the world continues to change and evolve, so does the definition of good business practice. By developing ESG strategies and practices, boards and organisations in Australia can build sustainability while contributing positively to its community. 
 
Things to initially consider: 

• Do we know the Environmental, Social and and related Governance trends and issues (ESG) that are affecting our organisation? 
  
• Do we discuss and strategise ways to manage these ESG trends and issues and prevent associated risks within the organisation? 
• Are we proactive in our approaches and strategies in relation to ESG trends and issues and the contribution our organisation could be making externally? i.e., Reconciliation Action Plan, ethical supply chain partnerships (uniforms, equipment) 
• Do we have a designated Board Subcommittee that has oversight of the risk factors and strategies in relation to ESG trends and issues? 
• As a Board are we assured we are doing the right thing for our own workforce in relation to these ESG trends and issues, what do our organisation's retention and turnover rates reflect? 

Evolving Directors' Roles in the Face of Cybersecurity Challenges

In the dynamic realm of contemporary business, where digitalisation is paramount, directors find themselves grappling with intricate decisions and unforeseen obstacles. Cybersecurity, once a distant concern, has now emerged as a pressing threat capable of disrupting an organisation's core functions. The pivotal question arises: Are directors accountable for the aftermath of a cyber attack if they lack a proactive incident response plan?

Director Risk without a Response Plan Snippet

 

Grasping the Concept of Foreseeable Risk

The notion of foreseeable risk delves into directors' responsibilities concerning cybersecurity readiness. Through a dialogue led by Wes Ward, the significance of conceivable risk is explored, shedding light on potential consequences directors might encounter without a robust incident response plan. Vera Visevic navigates this complex terrain, drawing parallels with unforeseen events such as the pandemic, and discussing the legal framework that seeks to strike a balance between understanding business challenges and prioritising preparedness.

Directors' Duties and Navigating Foreseeable Risks

The legal landscape acknowledges the intricacies of steering an organisation and aims to harmonise accountability with practicality. While unexpected events might temporarily exempt directors from immediate liability, the scenario shifts when it comes to risks that are increasingly foreseeable. Much like the pandemic underscored the need for readiness, the ascent of cyber attacks and environmental disruptions demands proactive involvement from directors. The law underscores that reasonable individuals would acknowledge the mounting frequency of cyber threats and environmental disturbances, necessitating discussions, assessments, and protective measures.

From News Headlines to Boardroom Agendas

Media outlets are rife with narratives of cyber attacks, underscoring the urgency of cybersecurity dialogues at the upper echelons of governance. Vera aptly highlights that ignoring the evident threat is no longer viable. With cyber security incidents dominating headlines, directors can no longer feign ignorance of the impending danger. Similar to the impacts of climate change on communities worldwide, cyber attacks are influencing organisations across industries. Directors must accept the duty of identifying and addressing these trends that have the potential to reshape business landscapes.

The Call for Proactive Responses

The interaction between Wes and Vera underscores that foresight entails responsibility. In the same manner that prudence dictates actions in response to foreseeable natural calamities, the same applies to cyber security. Boards are entrusted with addressing evolving risks that can disrupt operations, compromise data integrity, and tarnish reputations. An organisation's sustainability hinges on its leadership's ability to anticipate and counter risks proactively. The legal framework acknowledges that directors shoulder the obligation to their organisation, stakeholders, and the broader community to engage in informed dialogues and strategic planning that mitigate cyber threats.

A New Governance Paradigm

The convergence of technology, cyber security, and environmental challenges has ushered in a novel governance paradigm. Directors are no longer insulated from these pressing concerns; they are called upon to lead with a comprehensive grasp of foreseeable risks. The concept of conceivable risk acts as a compass, guiding directors toward proactive preparedness. As organisations navigate the complexities of the contemporary business landscape, the onus rests on directors to partake in ongoing discussions, evaluate evolving risks, and implement measures that shield their entities from the multifaceted threats that envelop them.