GovernWith Blog

When discussing board composition, the following topics should be considered:

Watch this short informal but informative conversation between Fi Mercer – GovernWith CEO, and Jennifer Dean – GovernWith Financial Institution Professional Advisor, for insight into: 

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