Enhancing Board Governance and Regulatory Compliance for Financial Institutions

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. 

The below commentary addresses the relevant Proposals identified by GovernWith, and how these align with our existing Contemporary Governance Review & Development products and services for Financial Institutions: 

• Governance Review – for Boards, Executives and Subcommittees
• Skills Matrix – for Directors and Executives
• Externally Led Governance Review – facilitated by Financial Institutions Expert Convenor, Jennifer Dean

Proposal 1: Skills and Capabilities 

APRA's Proposal 1 highlights the importance of: 

• Identifying and documenting the skills and capabilities required for both the Board collectively and individual Directors

• Evaluating the existing skills and capabilities within the Board

• Addressing any identified gaps through professional development, succession planning and targeted appointments

APRA's observations point to several issues in current governance practices: 

• A vague or narrow view of necessary skills and capabilities, including a lack of clarity around expected experience, qualifications or behavioural attributes – and how these can be measured

• Failure to specify minimum skills required for individual Directors to effectively fulfil their role

• An over-reliance on self-assessments and an absence of verification for skills or capabilities 

• Inadequate steps to address skills gaps through professional development and succession planning

GovernWith’s Skills Matrix for Financial Institutions directly addresses these challenges by providing a structured, objective framework to:

• Verify and Assess Current Capabilities: Unlike traditional self-assessments, our non-subjective Skills Matrix provides a data-driven assessment that evaluates a Directors’ Skills (understanding), Experience and Qualifications, enabling financial institutions to confidently measure competencies (Foundational, Proficient or Advanced), identify gaps and ensure that Directors possess the necessary qualifications for their roles. 

• Proactively Address Gaps Through Professional Development: By leveraging real-time data and reporting, our self-directed online tool facilitate a proactive approach to Professional Development. Tailored Director Development Plans ensure targeted skill-building, aligning both individual growth with the organisation's governance needs. 
  
  
• Actionable Governance Development Plans: Board and Director Action Plans turn development opportunities into clear roadmaps for governance improvement. Built into the GovernWith platform, these plans include recommended actions, relevant resources and educational tools within each submodule. Action Plans can be easily customised, linked to the Resources Library and downloaded for Board Papers, Accreditation and Director Development Plans.
  
  
• Board Succession Planning and Renewal: Ensure your Board remains high-functioning at all times through the in-built succession, recruitment and induction tools within the platform. These tools provide governance leaders and recruiters an intuitive way to plan for Director transitions. With just a click, identify capabilities and gaps that may arise when a Director departs, allowing proactive planning. Use the Skills Matrix as a strategic tool during recruitment to guide new appointments, ensuring they complement the existing Board's strengths and address any gaps. 

GovernWith’s products and services not only align with APRA’s Proposal 1 but also strengthens Contemporary Governance effectiveness, ensuring that Boards are well-equipped to navigate the complexities of financial leadership and regulatory compliance. 

Proposal 5: Board Performance Review 

APRA's Proposal 5 advocates for regular, rigorous assessments of Board performance, including evaluations of individual Directors. The objective is to ensure that Boards remain effective, proactive and aligned with the institution's strategic goals. 

APRA’s supervisory experience highlights three key areas where performance assessments could improve: 

• A current focus on the collective Board, without capturing the performance of committees or individual Directors

• An over-reliance on self-assessments or peer input rather than robust evidence

• A lack of leadership from the Chair in both the assessment process and in ensuring that emerging recommendations are acted upon

The ASX Corporate Governance Principles and Recommendations for listed entities reinforce that performance assessments should cover individual Directors and Subcommittees. They also recommend considering periodic use of external facilitators for evaluations. 

GovernWith’s Governance Review for Financial Institutions (Boardroom Plus, Executive Plus and Subcommittee Plus) alongside our Externally Led Governance Review (Facilitation Plus) meets APRA’s expectations by: 

• Evaluating Board Governance Effectiveness and Individual Director Performance: Our self-directed, online governance assessments can evaluate performance at all levels of an organisation –from Board, Executive, Subcommittee and individual Directors – providing a comprehensive and holistic view of governance effectiveness. 

• Providing Evidence-Based Assessment Methods: We rely on objective data, highly-structured sector-specific evaluation content frameworks and rigorous benchmarking to provide an independent and comprehensive Governance Review. 

• Empowering Chairs to Lead the Assessment Process: The nature of our annual, self-directed Governance Review encourages the Board Chair to take a leadership role in the governance review process. Following the completion of the Board Evaluation, the Chair is provided with clear insights and actionable recommendations to take to the Board and CEO to prioritise and address. 

• Qualified Externally Led Governance Review: Our Externally Led Governance Review (Facilitation Plus) is facilitated by Financial Institutions Expert Convenor, Jennifer Dean, and builds upon the annual Board Governance Evaluation results. The External Facilitation is recommended to take place every three years to meet APRA's triennial external review requirement for SFIs. By bringing in expert external facilitators, we ensure that your Board’s performance is evaluated objectively and comprehensively at regular intervals, ensuring ongoing governance improvements. 

By aligning with APRA’s proposals and best-practice Contemporary Governance standards, our Board Governance Review, Skills Matrix and Externally Led Governance Review helps financial institutions strengthen governance effectiveness, accountability and strategic decision-making. 

Conclusion 

GovernWith’s Contemporary Board Governance Review, Director Skills Matrix and Externally Led Governance Review – all tailored to sector and compliance governance requirements – are pivotal in helping financial institutions navigate the evolving regulatory landscape set forth by APRA. By adopting these accessible, highly-tailored governance tools, Boards, Chairs and CEO's can be assured in their ability to conduct meaningful governance reviews year-in-year out, maintaining effective Boards and Strategic Action Plans that are considered, compliant and contemporary.  

To speak with us about our Governance Review, Skill Matrix and Externally Led Governance Review for Financial Institutions, please contact Fi Mercer directly, or get in touch at hello@governwith.com 

Click here to learn more about our Contemporary Governance Review & Development products and services.