Roles and functions of a governing body

Created: July 25, 2013 at 9:57 AM | Updated: August 18, 2023 | By Community Resource Kit

While the model of governance may vary for each group, there are common core roles and functions of governance that need to be considered by every group.

Core roles

The role of a board has four main aspects:

  • Looking forward - designing the future
  • Looking back - being accountable for the organisation's performance
  • Looking out - acting on behalf of the board's stakeholders
  • Looking in - being a good employer.

(Source:  Adapted from NSTA Board resources)

The core roles of a governing body include:

  • guardian of group values - making sure the organisation's members are aware of the values, mission and priorities, and that these are not undermined
  • facilitator - fostering relationships with key stakeholders
  • political advocate - keeping in touch with local and central bodies, including politicians and MPs
  • buffer - monitoring and responding to any potential differences of opinion or causes of conflict e.g. between Government and organisational interests.

Core functions

The core functions of a governing body are:

  • in partnership with management, setting and monitoring the organisation's mission, purpose, direction, priorities and strategies within the boundaries of its constitution and legal obligations
  • regularly scanning the environment in which the organisation operates to ensure that what it's attempting to achieve remains relevant and achievable
  • specifying key outcomes and ensuring there are adequate resources people and finances to achieve these
  • monitoring the organisation's programmes and services
  • actively involving key stakeholders in setting and monitoring the organisation's mission etc, maintaining positive relationships with them and developing policies that best serve their needs
  • appointing and supporting the chief executive, evaluating his/her performance and rewarding or replacing him/her as necessary
  • being accountable to the organisation's funders and/or owners
  • risk management
  • ensuring the governing body complies with all legal requirements and with the governing body's own policies
  • influencing decisions and finances
  • reporting, at least annually, to stakeholders
  • setting standards for and evaluating its own governance performance
  • maintaining a governing body succession plan.

Setting strategic direction and strategies

A governing body's most important role is setting the long-term direction for the organisation, i.e. its mission and vision. The mission of the organisation relates to why it exists, while the vision relates to the long-term view of where the organisation sees itself in the future and what it wants to achieve.

Once the governing body has set the mission and vision for the organisation, it will work collaboratively with management and other stakeholders on planning the strategies that will take the organisation towards that vision. Strategic plans are long-range, at least five years, and cover things like financials, staffing, marketing, communications etc.

Tip: More complete information on strategic planning can be found in Strategic planning.

Stakeholder relations

Stakeholders are people both inside and outside an organisation who have an interest in the organisation, e.g. customers, employees, board members, shareholders, the public. As part of good governance, all stakeholders should be consulted with so their expectations and requirements can be identified. Stakeholders shouldn't necessarily determine the group's overall strategy or drive the governing body's decision-making, but they should be should be involved when the group plans its direction and priorities.

Recruiting and evaluating the chief executive


The governing body is responsible for appointing the chief executive and monitoring his/her performance against agreed targets and indicators. The qualities and skills the governing body should look for will vary from group to group depending on its circumstances and strategic direction. For example, some people will be better at starting up a new organisation and others at working with one that wants to expand its services.

The keys to getting and retaining the right person as chief executive are:

  • defining the attributes you want for the position - describing the qualities of the preferred candidate. Do they have: 
    • the appropriate skills and experience?
    • an understanding and empathy with the organisation's core purpose?
    • compatibility with the organisation's culture, strategic aims and general business?
    • the ability to develop an effective partnership with the board and key staff and stakeholders?
  • considering a range of people
  • carefully reference-checking the preferred candidates
  • getting the full governing body to meet the leading candidates and make the final decision
  • providing the successful person with a clear job description and proper formal induction process.

Performance evaluation

The chief executive has a right to expect the board to provide regular performance feedback against agreed performance expectations.  The governing body should adopt a fair and ethical process whereby all the members are involved in the chief executive's evaluation.

To ensure fairness and a process with integrity, good performance evaluation should:

  • involve evaluation only against previously-agreed performance criteria and only covering matters the chief executive has been given full operational authority over
  • be continuous and regular - informal feedback is most effective and should be positive as well as identifying concerns. Regular reports to the board also provide an opportunity for performance evaluation.  
  • involve more formal assessments every three to four months. This also provides a chance to reset expectations if necessary
  • and should include feedback from staff.

 The performance evaluation process also provides the board and chief executive with an opportunity to agree on future initiatives to help the organisation succeed. 

Being accountable to stakeholders

Accountability means explaining to someone what you have done and are doing. Depending on an organisation's size and purpose, the governing body will be accountable to a number of stakeholders for a variety of items and actions, and will be held accountable via these main avenues:

  • the annual general meeting (AGM)
  • the annual report
  • reports to funders reporting that any money provided was used as agreed, and how it was used
  • other open meetings or consultations.

Good governance includes identifying stakeholder interests. Important questions for the board to consider when identifying the most important shareholders are:

  • What do we do for them?
  • What do they expect/need from us?

Communication with all stakeholders (e.g. members, iwi, local community, government regulators, etc) is important. They need a clear and accurate view of where your organisation is going, how it's performing and reassurance that the governing body is operating in the best interest of the organisation and meeting their legal obligations. As a minimum, the governing body should allow time at the AGM to give all stakeholders the opportunity to ask questions. It may also be beneficial to develop communications plans to ensure ongoing communication with stakeholders (see Communications).

Risk management

Risk management involves the governing body identifying any obstacles, events or changes that might prevent the organisation from reaching its goals and making sure strategies are in place that will minimise or eliminate any negative impacts. All risk management begins with three simple questions:

  1. What might go wrong?
  2. What can we do to prevent it? 
  3. What will we do if it happens?

A governing body should begin developing its risk management strategies by answering these questions, building up a set of written policies that will help the organisation:

  • protect itself from legal liability 
  • better manage and maintain its assets (and possibly lower its insurance premiums)
  • improve its stakeholders perception of the group
  • make better informed decisions

There is a wide range of risk management strategies that a governing body might need to consider, such as reports on incidents in the workplace, good practice rules, and ongoing staff and governing body training. A governing body should pay particular attention to risk management around financial matters and legal compliance.

Risk needs to be taken seriously even if the chances of something going wrong appear slim, so it's a good idea to appoint a member of the organisation as risk manager or set up a risk management committee. A board should also regularly review the main strategic and operational risks facing the organisation.

It is worth remembering that a risk encompasses not only threats of losses but also opportunities for gain.  A risk-averse board can damage an organisation as easily as a board that is too reckless.

Policy development

Policies are the guiding principles by which an organisation is run. They are the official statements that put into writing the way things are to be done within the group. It's the governing body's responsibility to develop their governance policies, to ensure they are being carried out, and to review them regularly so that they remain appropriate for the organisation.

The constitution or rules of an organisation is an important starting point for the development of policy. Your constitution needs to be interpreted and made operational.

There are a number of policies an organisation should consider having. Which of them you need will depend on your organisation's objectives, needs and resources, but generally, the policies fall under these main categories:

  • governance and management e.g. a board charter (a document that defines the basic principles of the board's role, responsibilities and processes), governing body/chief executive relationship, financial management, risk management and planning policies
  • advocacy and representation e.g. communications, relationships and Treaty of Waitangi policies
  • human resources e.g. volunteer, recruitment/induction, Equal Employment Opportunities and occupational safety and health policies
  • operations and administration e.g. information management, record keeping, grants and sponsorship, internet usage and vehicle policies.

Tip: More complete information on the development of policies can be found in Introduction to policies.

Some of this material is adapted from the Sport New Zealand publication Nine Steps To Effective Governance - Building High-Performing Organisations.  The Sport New Zealand website has other supporting material for helping non-profit organisations improve governance structures and processes.


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