Navigating the Maze: Key Governance Practices for Complex Structures
- David Bartlett
- Aug 5
- 3 min read
One of the most rewarding – and challenging – features of Australia’s not-for-profit sector is its diversity. With that diversity comes a variety of legal, financial, and operational structures. Increasingly, we are seeing “complex structures” employed by growing and multifaceted school organisations, churches with additional ministry organisations and other complex charities operating across various sectors.
The Australian Charities and Not-for-profits Commission (ACNC) recently released guidance for these organisations—a timely reminder that what’s possible is not always simple, and that complexity, done well, is as much about clarity as it is about compliance.
What Makes a Structure ‘Complex’?
The ACNC uses “complex structure” to describe any arrangement involving:
Multiple entity types (for-profits, trusts, companies by guarantee, incorporated associations, etc.)
Operations across various states or even internationally
Groups of charities serving different purposes or providing distinct services
Shared people—common boards or directors—and shared resources
Significant related party transactions or marked disparity in the size and requirements of entities
Why Bother With Good Governance?
Failure to manage relationships and risks doesn’t just risk difficulties with the regulator. It can cause mission drift, poor decision-making, reputational loss—and in a handful of cases, exposes assets and vulnerable people to real harm. The ACNC’s compliance focus for 2024-25 notes that complex structures demand robust, tailored governance with particular attention paid to transparency, documentation, and resourcing.
The Fundamentals: Seven Issues to Get Right
Tailored Policies and Procedures:
Efficiency is good; uniformity for its own sake is not. While shared policies can streamline governance, each entity must ensure policies are fit for its own purpose. Where organisations provide wholly different services or mix for-profit and charitable aims, ‘bespoke’ is best. Regular review and cultural buy-in—staff and volunteer understanding—are non-negotiable.
Meticulous Record Keeping:
Every entity within a complex group must keep its own explanatory and current records. Where records relate to or affect multiple entities, clarity and completeness become even more important.
Managing Common Boards and Directorships:
Many groups have Responsible People serving across several boards. This brings strategic alignment but also the danger of conflicts between entity duties. Each director or Board member must know which hat they are wearing, with meeting agendas and minutes showing decisions made in each entity’s interest. Culture of disclosure, robust conflicts of interest management, and – where necessary – different people serving on different boards are essential.
Hold Separate Meetings (But Don’t Reinvent the Wheel):
Entities within group structures should hold genuinely separate board meetings—even if they’re scheduled back-to-back. Proper separation in agendas, minutes, and attendee records both evidences and creates the mindset needed to govern “in the best interest” of each charity individually.
Maintain an Accurate Organisational Chart:
When staff, volunteers, or directors work across entities, it’s vital to map out who reports to whom and under which structure. Organisational charts support sound induction and handover practices, clarify roles, and help prevent confusion or gaps in accountability and responsibility.
Robust Conflicts of Interest Policy:
With increased complexity comes a greater risk of real—or perceived—conflicts. Charities need proactive, tailored conflicts policies covering both interests and duties, regular registers, and a culture that normalises disclosure—not treats it as a problem.
Managing Related Party Transactions:
Transactions between related entities are not inherently problematic, but they do require strong processes:
Is the transaction in each charity’s best interest?
Are terms commercial or more favourable to the charity?
Are decisions well-documented?
Are responsible people mindful of conflict of interest/duty and public benefit?
The Bottom Line
Complex structures are here to stay as charities innovate to meet changing community needs and seek out improvements in efficiency and effectiveness. However increased sophistication must be matched with strong policy and practice. Governance for complexity is not about creating red tape; it’s about making sure that when the environment gets complicated, our oversight, intentions, and documentation become even clearer.
How Resolve Can Help
At Resolve, we specialise in assisting multifaceted organisations review and strengthen their governance and operations. Whether you’re building processes from scratch or looking for an independent health check of your current practice, our experience across the sector can help you navigate complexity with confidence. Contact us if you’d like to talk about a governance health review or to learn more about implementing the latest ACNC guidance in practical, effective ways.
If complexity is your new normal, let’s make sure your governance matches it—every step of the way.
Read the ACNC guide here: https://www.acnc.gov.au/tools/guides/governance-practices-for-complex-structures
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