By: Susan Leahy
Director
Boards are expected to oversee increasingly complex regulatory obligations, manage cyber security risks, demonstrate sound stewardship of funding, monitor organisational performance, and ensure quality service delivery. At the same time, many organisations are navigating workforce shortages, funding pressures, rising costs, and growing community expectations.
In response, many boards have done what seems logical: add more policies, more reports, more committees, and more oversight.
The greatest governance risk may not be insufficient governance, but governance fatigue.
Good governance is intended to support decision-making. It should help organisations achieve their purpose while managing risk appropriately.
Many not-for-profit organisations are also responding to regulatory and compliance requirements that continue to evolve, sometimes with limited lead time. While these obligations are important to maintaining public trust and accountability, they can add pressure to already stretched boards and management teams.
A common symptom of governance fatigue is when directors receive hundreds of pages of board papers but still struggle to identify the few issues that truly require strategic attention. Another is when management teams spend more time preparing reports than discussing what those reports mean.
The result is often the opposite of what was intended: reduced oversight, slower decision-making, and less focus on mission-critical issues.
The most effective not-for-profit boards understand that governance is not measured by the volume of documentation produced.
Instead, they focus on the quality of conversations taking place around the board table.
This requires a shift from asking:
To asking:
This shift moves governance from a compliance exercise to a strategic capability.
Board agendas often become dominated by historical reporting.
Financial results, compliance updates, incidents, and operational activities all have an important place. However, if the majority of board time is spent looking backwards, there is limited capacity to consider emerging risks and future opportunities.
Strong boards intentionally create space to discuss issues such as:
A board's value is often found in its ability to help organisations prepare for what is coming next.
Many organisations collect extensive data but struggle to translate it into meaningful oversight. The objective of board reporting should not be to demonstrate activity. It should be to support decisions.
Reports that focus on trends, emerging risks, key performance indicators, and exceptions are often more valuable than lengthy narrative updates covering every operational detail.
For risk management to add value, it needs to be connected to strategy. Boards should be asking whether key risks are linked to strategic priorities, whether they affect the organisation’s ability to deliver its mission, and whether they are being considered when major decisions are made. A risk register that sits apart from strategy can quickly become a compliance document rather than a tool for better governance.
Not-for-profits exist to create positive outcomes for communities.
The purpose of governance is not to add bureaucracy or create barriers to innovation. It is to provide the confidence that organisations can pursue their mission sustainably, responsibly, and transparently. The organisations that succeed in the years ahead are unlikely to be those with the most policies, the most committees, or the longest reports.
They are likely to be those with governance frameworks that help their leaders focus on what matters most: delivering impact for the communities they serve.
Author: As an experienced internal auditor and non-executive director, Susan Leahy has seen firsthand the challenges many boards face in balancing governance obligations with strategic oversight. Her experience spans more than 25 years across the not-for-profit, government and financial services sectors.
If you're attending the Third Sector Leaders Forum on Sept 15-16, 2026, take the opportunity to connect with Susan and discuss how boards can reduce governance fatigue, focus on what matters most, and create governance frameworks that support better decisions and stronger organisational outcomes.
