In my experience, nine categories of board roles are available in Australia. They span the Public (Government), Commercial (Public, Unlisted and Private), and Not-for-profit/For-purpose sectors. Yet many individuals focus solely on conventional governance roles like ‘non-executive directorships’ (NEDs), missing out on highly rewarding and engaging board opportunities. This article identifies nine types of board roles and offers advice on which ones might suit you best.
The nine types of board roles and their responsibilities.
- Non-Executive Directors (NEDs): Generally elected by the company’s shareholders, NEDs oversee the organisation’s performance and compliance. Traditionally, they are independent (although in a commercial setting, they are increasingly encouraged to have ‘skin in the game’). They are removed from, but still held responsible for, the organisation’s day-to-day operational details. These roles exist on boards across the Listed, Unlisted, and Private Sectors.
- Subsidiary Directors: Are a mix of independent directors and executive directors. Like NEDs, they are also responsible for the organisation’s performance and compliance; however, they are more performance-oriented and closer to a business’s operational details. These also exist across the Listed, Unlisted, and Private Sectors.
- Management Committee Members: These roles are sometimes referred to as ‘council’, ‘committee ’, or ‘management committee’members. An organisation’s membership elects these people to represent and advance their interests. They are usually found in smaller organisations such as not-for-profits and sporting clubs. Their roles and responsibilities are similar to those of board members, though they usually also play a greater role in day-to-day activities. Most often, these roles are found in the For-Purpose sector.
- Advisory Board Members: A group of people selected to help a business owner with any number of business matters. They are usually unofficial positions, i.e., the advisory board is not made up of formalised company directors. They generally do not have the authority to vote on corporate matters, and the role does not carry legal fiduciary responsibilities. In rare cases, a large commercial organisation may engage an advisory board to report directly to the formal board. However, this sort of appointment is most often found in private, SME, startup, or scale-up businesses.
- Private or Family Offices: It is not uncommon to find governance individuals who solely operate in this space. These roles may seem similar to the Advisory Board Members above; however, they often require an additional skill set – ‘small p’ political skills. These board members need to navigate the small but unique environment shaped by human behaviour, power dynamics, and authority, to operate in the heightened relational environment within family boards.
- Trustees: This role is most often very similar to that of a commercial Non-Executive Director. You are likely to find a Board of Trustees for organisations such as museums, universities, large government-owned public facilities, charities, and some financial services organisations. They are ultimately responsible for holding “in trust” funds, assets, or property that belong to others and have a fiduciary duty to protect those assets.
- Sub-Committee Members: Sub-committees are generally made up of board members and executives; however, they may also include, or be required to include, independent committee members. The board retains ultimate responsibility for the committee’s actions. Common committees include an audit committee, risk management committee, remuneration committee, compliance committee, nomination committee, governance committee, fundraising committee, marketing committee, strategy committee, finance committee, membership committee, etc.
- Value Add Directors: A title given to individuals who have invested in a business and gained a seat on the board as a result. Whilst these roles carry legal fiduciary responsibility, they do not carry the same gravitas as a true advisory board or non-executive director appointment. Instead, these roles are viewed more akin to managing an investment rather than a directorship. These sorts of appointments are usually found in private, SME, startup, or scale-up businesses.
- Government Board & Committee Members: These roles exist at Federal, State and Local Government levels. In addition, there are Private Public Partnerships or State-Owned Corporations. Government governance entities take the form of a formal board, but they can also take the form of formal advisory committees, commissions, or task forces. Nominating committees for government boards have criteria they must follow when appointing board members, such as appointing a certain number of government employees from designated agencies and others who are experts, advocates, or citizens. Some mandate that certain or all new board appointments require Ministerial or Cabinet approval. Members of government boards usually have term limits, staggered with those of other board members.
Every sector in Australia has different sorts of board opportunities, each with different degrees of governance responsibilities, risks, and rewards. The board roles detailed above highlight only the primary categories of governance opportunities openly accessible. So, regardless of the scale of your board aspirations (a paid, voluntary, commercial, government or NFP board role) and whether it is your first, subsequent or more significant board appointment that you desire, there is a board for you.
Which sort of board role should you pursue?
It is essential to ask yourself what type of board and board role you should pursue. Why? Because it forces you to reflect on the skills, experience, and style you offer as a board member. Knowing who you are and what you offer is key to identifying the type of board you want and unlocking board opportunities. Taking time to answer these questions can open up a wealth of opportunities you may never have considered.
If you’re having trouble figuring out exactly what type of board role is right for you, talk to us. We specialise in helping people define and realise their board aspirations.
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About the Author
David Schwarz is CEO & Founder of Board Direction – Australia’s leading board advertising and non-executive career support firm. He has over a decade of experience of putting people on boards as an international headhunter and a non-executive recruiter and has interviewed over one thousand non-executives and placed hundreds into some of the most significant public, private and NFP roles in the world.
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