A board is responsible for the direction and oversight of an organisation. It helps the organisation stay focused on its purpose, manage risk and meet its duties.

Key responsibilities of the board

• Set the organisation’s purpose and direction.
• Appoint, support and review the CEO or artistic director, where the organisation has one.
• Make sure the board has the right mix of skills, experience and perspectives.
• Set clear roles and authority for the board and management.
• Plan for board renewal and support new board members.
• Understand the board’s legal and financial duties.
• Ask informed questions and challenge management constructively.

Overseeing performance and compliance

The board’s oversight role has two main parts: performance and compliance.

• Performance means checking the organisation has the plans, people and resources it needs to achieve its purpose.
• Compliance means checking whether the organisation is meeting its legal, financial, policy and reporting duties.

Keeping the organisation focused on its purpose

For a not-for-profit organisation, the board helps keep decisions aligned with its purpose. This means checking that major decisions, programs, partnerships and resources support that purpose.

As an arts or culture organisation, this also means keeping artists, audiences, communities and public value in view.

Board vs management roles

Clear roles help the board and management work together well. The board focuses on governance. Management focuses on day-to-day operations.

• The board: Makes or oversees key decisions about purpose, strategy, risk, finances and accountability. It also appoints, supports and reviews the CEO or artistic director, where the organisation has one.
• Management: Leads the daily work of the organisation. This can include staff, programs, work plans, delivery, reporting and day-to-day budget management.

Why clear roles matter

When roles are clear, the board can question and guide management without taking over its work. Management can make decisions within its agreed authority. This helps your organisation work with trust, focus and accountability.

Board member obligations

Board members are generally expected to act in the best interests of the organisation and its purpose. They should act with care, manage conflicts of interest and help make sure the organisation’s finances are managed responsibly.

Registered charities 

Many arts and cultural organisations are registered charities. If you are one, your board has duties set by the Australian Charities and Not-for-profits Commission (ACNC). These include:

• acting with reasonable care
• acting honestly and fairly
• not misusing their role or information
• disclosing conflicts of interest
• managing finances responsibly
• not allowing the charity to operate while insolvent.

These duties are often described as fiduciary or governance duties. This means board members need to put the organisation’s interests before their own.

Can board members be personally liable?

Board members are not usually personally liable when they act lawfully and meet their duties. However, personal liability may arise in some circumstances, including serious misconduct or reckless behaviour.

The risk of personal liability depends on what happened, the organisation’s legal structure and the relevant laws.