Separating governance and management

Top tips from the conversation

Distinguish differences between corporate and cultural authority. Be mindful of understanding rules and obligations under the Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) while still respecting cultural authority within the corporation and the community it operates.

Understand the role of the board compared with the CEO or management staff. It is the role of the board to make big decisions and set the culture, strategic direction and vision for the corporation. CEO and management staff should be concerned with the operations and the business of the corporation. Sometimes, a director may also have management duties within their role but decisions from the board still need to be followed and implemented.

Prepare with diligence when growth is expected. Periods of growth can be very challenging, particularly for small corporations. If it seems like the corporation might expand its operations or hire more staff, allow for plenty of time to write policies, procedures or organisational charts to ensure roles and responsibilities are clear.

The board remains accountable. While advice can be provided up to the board, some board powers cannot be delegated to the CEO or management staff. The board must make decisions over staffing structures, overarching budgets, reporting compliance and matters relating to the corporation’s rule book.  

Record meeting minutes accurately. If delegations to the CEO or management staff have been made in board meetings, ensure approved and detailed minutes are taken that reference key decisions and intended actions.

Directors should ask questions during meetings. Some of the reports and information discussed in board meetings can be overwhelming, particularly if directors are part-time or volunteers. If you are a director and you don't fully understand something, don’t be afraid to ask questions of other members or management staff so you can make an informed decision. ORIC can also provide training and resources for directors.

Understand which ‘hat’ you may be wearing at that time. In smaller corporations, people may undertake multiple roles or wear many ‘hats’. A director could also be a CEO, an Elder, or someone in a prominent cultural role within a community. Make sure you understand your responsibilities at any given moment, in any given role.

Learn more

• About the CATSI Act
• Corporate governance
• The role and responsibilities of directors
• Meetings for directors
• Training

This conversation host and guests

Georgina Richters is a Luritja woman and the Principal of First Nations Advisory. Georgina has more than 25 years’ experience working in Indigenous affairs at national, state, local and community levels. She's currently the Chairperson of the Arts Queensland First Nations Arts and Culture Panel and the Deputy Chair of the Brisbane 2032 [Olympics] Legacy Committee.

Graham Carter specialises in native title and heritage, commercial law and property law. He is a nationally accredited mediator. Graham has extensive experience in relation to engagement with Indigenous communities, commercial negotiations and dispute resolution.  

Dr Heron Loban is a Torres Strait Islander woman, academic, former lawyer and expert in Indigenous law and justice issues. Dr Loban has held a number of key positions in community-based, not-for-profit companies and sat on numerous State, Territory and Commonwealth advisory committees.