What does good governance look like to you?

Today's environment is different from ten years ago and the challenges that arise in relation to funding, the political environment and modern technology are changing at an incredibly fast pace. However, many governance practices that still prevail in some organizations today have their roots in the 19th century. Some people still see governing as “making policies” that the CEO and staff carry out. It has a tendency towards prescription and conformance with governance systems. This conventional governance was built to maximize efficiency by minimizing deviations from standard practices.

Unconscious Board leadership can put organizations at risk of commercial failure, financial and legal problems for directors or trustees, but more importantly, it allows an organization to lose sight of its purpose and responsibilities.

The need for conscious governance is a ongoing challenge, which requires each individual to be strategically aware, question everything and be prepared to look at the world from a different place. 



Reflect. Evaluate. Realign. 


Our Governance and Operations review is a comprehensive, independent review of Board processes. This includes Board strategic processes, Board structure, constitution, Board and stakeholder communication, Board compliance responsibilities and strategic operational issues that directly affect the governance of your organization.

This review provides a detailed report on all aspects of governance and relevant operational activities with recommendations for improvement. These include: performance management, financial reporting and risk management

The results of the review provides you with insights into the work of the Board and senior executives, and practical strategies to improve the processes, the decision making, and the outputs of the Board and senior executives.

In addition, it provides practical recommendations for action, and support to the Board and senior staff in achieving the necessary changes.


A Few  Of Our Governance And Operations Review Clients From The Last 18 Months


The 5 Step Governance And Operations Review Process


1. Desktop review of earlier relevant documentation (2 Days) 

This would include at least the following:

  • The last 2 Board minutes and agendas
  • Strategic plan
  • Risk plan
  • Constitution
  • Governance policy documentation
  • Board induction program
  • Board and senior executive performance reviews
  • Public reporting (such as annual reports/ financial reports) (2 days)

2. On-site desk audit of governance and strategic operational processes (1.5 days)

The 5 critical areas of governance will be investigated, analyzed for document and process quality and rated with recommendations made. This determines the priorities for action.

This is conducted in conjunction with the CEO and senior executives, and provides a strategic process for exploring key issues at the senior executive level.

Each of the areas that are in need of rectification or improvement are either addressed on the spot (e.g. sample policies provided, Constitution/By Laws reviewed and recommendations made, procedures developed, charters drafted etc.), or tools are provided to allow the staff or committees to efficiently address the issues identified.

This desk audit provides evidence to assist in the analysis of Board members perceptions of the governance functions of the organisation.

3. Board evaluation via face-to-face interviews of (1.5 hrs each / 3 days total)

Each Board member is interviewed to investigate their understanding of governance, strategic decision making and their recommendations for improvement.

The questions will be developed in conjunction with the Governance Working Group, and will cover all key areas of governance and strategic operational areas. In addition, it will cover succession planning processes and techniques, performance frameworks including Director and senior executive reviews and stakeholder engagement.

This evaluation will be of the Board collectively and the individual Directors' perceptions of themselves and their colleagues. Each Director shall receive an individual assessment and insights from fellow Directors that will assist them in their role as a Director.

These individual face-to-face interviews have been described by Directors as a very powerful means of exploring governance practices and concepts, and invariably lead to increased understanding and awareness of the true roles of Directors.

5. Collation and Analysis of results. ( 1.5 days)

Following the analysis of all data, the Board is presented with all results, including: the desk audit, Board evaluation and stakeholder evaluation findings (with recommendations), project planning timelines, a demonstration on best practices

An action plan will then be developed with the Board for implementation of agreed areas.

This action plan will provide key recommendations and proposed timelines for implementing once it is approved. A review of Board and Strategic Operations Evaluation models and recommended future evaluation models will be tailored for your organization.

4. Electronic evaluation survey of key stakeholders, including executive staff (1 day)

Stakeholders rate the Board against agreed criteria, including delivery against vision, mission and strategic plan.

This is incredibly powerful as it provides points of view from people other than Board members, and provides insight into how the Board is perceived by key stakeholders regarding the quality of the organisations collaboration and impact on policy, planning, risk management and service delivery.

Similar Services


1. Governance Policies Review And Support

This process is aimed at rapidly producing the required organizational outcomes and establishing best practice in governance.

We have extensive risk, governance, strategic planning and operations experience in the not-for-profit and corporate sectors, which will ensure this project is completed in a timely and sustainable manner. One of the major benefits of this governance policy review is the change of focus on risk as a compliance issue, to risk as strategic advantage.

Sample Governance Policies Review And Support

  • Review of all existing governance policies
  • Review the risk library, including risks identified by staff, Board and stakeholders
  • Review policies and board charters and make recommendations for consolidation/expansion
  • Make recommendations for procedures connected with priority policies
  • Work in conjunction with the CEO and relevant board members/chairs of committees/senior staff to ensure that governance policies are relevant, contemporary and easily accessible
  • Make recommendations for Board and staff induction regarding governance policies and periodic review
  • Provide examples and templates


Does your board feel disconnected?


For many nonprofits, a lack of momentum or direction can develop when it becomes solely concerned with day-to-day operations. This can obscure the role of the Board away from the gift it can be to the community. If your Board lacks focus, if it is disconnected from its purpose, or if there is a buildup of personal tension, a realignment may be needed. This is what the Advanced Governance Workshop has been designed to achieve.

In addition, if you have new Directors joining your Board, this workshop is an ideal refresher to build on your collective understanding of modern governance as well as identifying any areas for improvement.

We use real life case studies and small/full group discussions to engage the Board members in their roles beyond compliance. The workshop will develop and be tailored according to the interests and requirements of the participants.

In addition, our unique Electronic Library of Knowledge is available for Board members during the workshop session. This Electronic Library of Knowledge is over a decade’s worth of governance tools, policies, charters and procedures that can be provided on the day of the workshop for the Board if a particular issue arises that is not covered in the workshop notes.


Service Menu

> External governance & operations review

> In-house Board & Senior Executive workshops on contemporary governance practices

> Online Governance Evaluation

> Constitutional Reviews

> Governance Structure Review

> Mergers


The content for the workshop would include agreed topics. Some topics that may be relevant include:

1. What is the function and what are the skills required of Boards today?

2. Developing Strategic Awareness within the Board and staff

3. Structuring interactions to facilitate strategic discussion

4. Using your Vision Statement for strategic advantage

5. Setting strategy versus managing-Strategic vs Operational

6. Innovative strategic reporting techniques that raise strategic awareness

7. Structuring meetings to enhance strategic awareness

8. Setting strategic Board agendas

9. Extracting the most value from your Board

10. Powerful strategic questions for every Board and senior staff member

11. Selecting the right people for your Board, staff and committees-skills and attributes that enhance strategic awareness

12. Legal responsibility of Board members, committee members and expected behaviors

13. Structure, role and operations of the Board and committees

14. Skills analysis and committee succession planning

15. Board accountability and performance appraisal techniques;

16. The role of constituents (stakeholders) in strategy, risk and accountability

17. Aligning staff performance, strategic plan and finances

18. The role of the Staff, Board and committees in risk

19. Risk as strategic opportunity

20. The role of constituents (stakeholders) in strategy, risk and accountability

21. How to develop and read financial statements for strategic information

22. Decision making criteria for Boards

23. Succession Planning for Board and leadership team

24. Other topics as raised on the day

Before the workshop, we analyse the organization’s strategic plan, constitution/Bylaws, past Board minutes and agenda, risk management plan and annual report to develop an unique insight into each organization and provide recommendations to further enhance the work of the Board.


The Governance Evaluator 

Established in 2013, Governance Evaluator is Australia’s preeminent cloud-based, online tool and platform for governance evaluation and capability building.


    The platform comprises of: 

    The platform comprises of: 

    • Customer Support
    • Governance Evaluation (online)
    • Governance Capability Assessment
    • Governance Action Plan
    • Governance Manual
    • Resources Manual 
    • Governance TV
    • Benchmarking and Trending Results

    Dr. Nick Denton discusses his experience using the Governance Evaluator


    Accredited Independent Convener

    If you choose to discuss the results of the online evaluation with an independent consultant, Jodie Willmer is an expert convener who can lead you through this process for a powerful outcome. 

    In some sectors this is a legislated compulsory activity which must be undertaken regularly; with others it is best practice or recommended as a way of having an independent view of the governance capability of an organisation.  In the health sector it plays a part in their accreditation process.

    The external convenor will undertake the role that in subsequent years could be undertaken internally by the Chair.  This includes:

    • Board Evaluation
    • Individual Director Interviews
    • Board Development Session

    To receive more information on the online tool of Governance Evaluator please contact:

    E: jodie@consciousgovernance.com  
    M: 0422 262 040
    W: www.governanceevaluator.com


    Constitution Review & Change Process


    Conscious Governance provides constitutional reviews and proposed governance changes.

    Our constitutional review incorporates best practices for community changing organizations and takes into account the strategic requirements of the organization.


    The Sample Constitution Review Process:

    1.  Identify relevant constitutional clauses that need possible change and the implications for governance. Discuss options with Board subcommittee
    2. Prepare a Board discussion paper outlining the options and reasons for the options.
    3. Present to Board and respond to Board questions
    4. Board to agree on changes to put to members
    5. Prepare constitutional changes and implications for governance structure in a format that makes member approval more likely
    6. Advise on process to gain member approval
    7. Assist in developing FAQ’s for members prior to voting-
    8. Communicate and receive feedback from members
    9. Provide paper for AGM for members to vote on proposed changes to constitution

    Governance Structure Review


    Our Governance Structure Review is a comprehensive independent review of organizational structure and Board processes.

    This Governance Structure Review provides insights into the work of the Board and senior executives, and practical strategies and tools to improve the process, decision making and the outputs of the Board and senior executives. In addition, this process provides practical recommendations for action, and support to the Board and senior staff in achieving the necessary changes. 



    Sample Governance Structure Review Process

    The process would often include the following:

    1. Define a corporate structure for your organisation and the relationships between its component parts that can create an effective and efficient organisation that meets modern governance and legislative requirements and allowing you to meet your objectives. 
    2. Propose ways in which your organisation can better reach out to the community it serves.
    3. Propose how your organisation can be best managed as a national or state organization.
    4. Determine the structure, role and responsibilities of the relevant governing body.
    5. Define the mix of skills and experience required of members of the relevant governing body.

    6. Define a process for selection of members of the relevant governing body.

    7. Define a performance regime for your organisation, including the relevant governing body.

    8. Consider how your organisation can be funded in the future.

    9. Define a process and timescale for moving to a new governance structure.

    10. Provide a recommendations report to the governing body of your organisation.


    Strategic Merger Planning Facilitation


    We have some of the most experienced strategic merger planning facilitators available, with extensive knowledge and expertise that provides unique and powerful merger plans that work.

    They have worked with some of the worlds most experienced strategic and merger planners, and have facilitated and taught Strategic Merger Planning to many hundreds of organizations, continually updating their methodology to encompass the best and most efficient strategic merger planning methods.



    Sample Strategic Merger Planning Facilitation Process


    *Collection and analysis of key documents by facilitator, including: 

    • Constitution
    • Annual report
    • Financials
    • Final three Board minutes
    • Strategic documents (as agreed)


    1. Developing the Vision/Mission of your merged organisation to ensure the key values of both organisations are not lost
    2. Using your Vision/Mission statement as a strategic filter to develop and assess new and existing programs
    3. A Strengths, Weaknesses, Opportunities and Risks (SWOR) environmental filter analysis for the merged entity.
    4. The structure of the leadership- Board composition, terms, transitional arrangements, implications for constitution, establishing accountability mechanisms
    5. The structure of the leadership- Senior staff/CEOs (staff to leave the room)
    6. The impact of identified risks on your risk management plan (staff to return)
    7. Developing the alternative key merger strategies 
    8. Agreeing and prioritising key strategies for the merger
    9. Discussions regarding post merger implementation issues to be aware of.