Boards with Purpose

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 
 
https://www.aicd.com.au/events/essential-director-update.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.

Purpose, values and stakeholder trust must remain central. Boards considering remuneration need to balance community expectations with the increasing responsibilities placed on directors while staying true to the organisation's mission.

The role of directors is becoming more complex. Heightened regulation, Royal Commission recommendations and emerging issues such as AI mean boards must continually refresh their skills and plan for future capability.

Culture and care go hand in hand. Strong governance depends on directors overseeing not only compliance and risk, but also organisational culture, recognising that quality care is underpinned by a healthy culture.

There is no one-size-fits-all approach. Every not-for-profit should carefully consider its own governance structure, organisational maturity, stakeholder expectations and strategic needs when deciding whether director remuneration is appropriate.

Links mentioned in this episode: 
AICD Not-for-Profit Resource Centre
Not-for-Profit Director Remuneration Guide
NFPSectorLead@aicd.com.au
Essential Director Update 2026

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
 
 
AICD Cyber Security for Directors course
 
 
AICD AI Fluency for Directors Sprint course
 
 
AICD Director Download podcast

In this episode of Boards with Purpose, Phil speaks with Lisa Yen (Chair, Basketball NSW) and James Sutherland (CEO, Golf Australia) about the unique governance challenges and opportunities facing Australian sport. From grassroots participation to elite competition, they explore how sporting organisations balance passion with professionalism, navigate federated governance structures, and keep communities connected through sport. The conversation highlights the critical role sport plays in wellbeing, inclusion and social connection, while also unpacking the realities of running increasingly complex organisations powered by volunteers, boards and limited infrastructure. 

Lisa and James share practical insights into board composition, strategy, stakeholder management and the importance of role clarity between directors and operational teams. They discuss emerging pressures including facility shortages, child safeguarding responsibilities, integrity frameworks and growing participation demand across both basketball and golf. The episode also examines how strong governance, clear purpose and diversity of thought can help sporting organisations thrive, while offering valuable lessons for directors and leaders across the broader not-for-profit sector.
Key takeaways from this episode:
Sport plays a vital role in building healthier, more connected and more inclusive communities across all generations and backgrounds.
Strong governance is essential at every level of sport, from grassroots clubs run by volunteers through to national sporting bodies.
Federated sporting structures work best when organisations maintain a clear focus on serving participants and local communities.
Passion for sport is valuable on boards, but it must be balanced with commercial thinking, governance capability and strategic oversight.
Clear strategy and purpose help sporting organisations make difficult decisions, align stakeholders and manage competing priorities.
Volunteer administrators are the backbone of many sporting organisations, making governance education and support increasingly important.
Role clarity between boards and operational management is critical to avoiding confusion, overlap and governance risks.
Participation growth is creating major infrastructure challenges, with both basketball and golf facing shortages in facilities and access.
Child safeguarding and integrity frameworks require zero-tolerance approaches, clear escalation processes and strong governance leadership.
Diversity of thought on boards strengthens decision-making and helps sporting organisations evolve to meet future challenges.
Learn more about Basketball NSW. 
Find out more about Golf Australia.
Find key resources for those in the NFP space in the AICD Not-for-Profit Resource Centre.