Governance Guardians: Mastering Governance for Charities and NFPs – a 3 program video series

Program 1:  Structuring NFP and Charity Boards: Maximising Their Value

In today’s busy and ever complicated world, it is increasingly difficult to find and retain board members with the right intention, skills and attitude. The correct board structure is an essential requirement of good governance. What does this mean in practice? This session looks at the key requirements on board structure for charities and NFPs, including:

• Is the board comprised of the right people to make the right decisions?
• Board duties and responsibilities under the microscope
• Assessing board performance - a toolkit
• Does the board need a makeover and what might that look like?
• Good governance principles - board size and rotation of board members
• Monitoring and accountability of board members
• In what circumstances is an NFP permitted to pay a board member? When or where is it prohibited by law or by constitution?
• Factors to consider when deciding whether to pay a board member, including impact on personal liability, employment law consequences, funding requirements

Program 2:  Manage Related Party Transactions Today, Avoid Conflict of Interest Issues Tomorrow

It goes without saying that organisations who fail to adequately manage the risks caused by related party transactions are in for a world of hurt. Understanding related party transaction obligations and how they should be managed are key to avoiding conflicts of interest and the regulatory consequences that may follow. This session examines the following:

• The ACNC’s Governance Standards, the guidelines that apply to different types of charities and the steps they are now expected take to comply
• The trends underpinning non-compliance by charities when it comes to related party transactions and conflicts of interest
• Red flags and warning signs to look out for and tips for preventing issues from arising
• The advantages and disadvantages of different approaches to identifying and managing conflicts of interest and characteristics of a ‘significant and enhanced’ approach
• Tips for creating effective policies and procedures and managing reporting requirements

Program 3:  Charting the Course of Change: Navigating Mergers, Acquisitions and Conversions

Change seems to be in the air as many charities and NFPs look to change their structure - whether that be through amalgamation with similar entities or through acquiring and converting both NFP and for-profit entities. While there are many valid and attractive reasons for such actions, there are also legal, regulatory and taxation requirements and consequences which need to be properly considered, planned for and implemented. This session provides a guide to organisations regarding what must be considered when deciding whether or not to merge, acquire and/or convert other entities, including:

• Debt refinancing and tax requirements, including “in Australia” requirements
• Tips for reviewing the constitution and identifying when to amend or make a new one
• Relevance and applicability of external conduct standards
• The updated ACNC Guidance on Winding Up and Mergers for NFPs