Directors' responsibilities not for profit and charities

Serving on the board of an Australian not for profit (NFP) organisation is rewarding and challenging. They are positions held by individuals who bring exceptional skills and expertise and are recruited for their ability to foster cultures of transparency, equality, and substance. In 2025, the responsibilities of NFP directors have expanded in scope since our last article back in 2022. Today’s NFP board members must not only uphold foundational legal duties but also adapt to new requirements around transparency and accountability. From financial oversight and risk management to conflicts of interest and strategic leadership, directors are expected to lead with diligence and integrity. In this updated overview, we examine the current responsibilities of NFP directors and highlight recent changes that every board member should be aware of.

Core legal duties under Australian law bind every NFP director. These duties apply whether an organisation is charitable or not, whether it is paid or volunteer-based. In a charity context, the ACNC refers to directors and committee members as “Responsible People” and requires compliance with its Governance Standards. Likewise, the Corporations Act 2001 (Cth) imposes similar obligations on directors of companies, including those limited by guarantee (a common structure for NFPs). As of 2025, the fundamental duties for NFP directors can be summarised as follows:

• Act with reasonable care and diligence: Make informed decisions, be prepared for meetings, and exercise due care in oversight.
• Act in good faith and for proper purpose: Always act honestly, in the best interests of the organisation’s mission (not personal interests), and with a legitimate purpose.
• Do not misuse position or information: Never use your role or access to information for personal gain or to the detriment of the NFP.
• Disclose and manage conflicts of interest: Declare any personal interests that conflict with the organisation’s interests and follow proper procedures (e.g. abstaining from decisions) to manage those conflicts.
• Ensure financial affairs are managed responsibly: Oversee the charity’s finances, maintain proper books and records, and ensure funds are used to further the NFP’s purposes.
• Prevent insolvent trading: Do not allow the organisation to incur debts it cannot pay. Directors must monitor the financial health of the organisation and take action if solvency is in question.

These duties are outlined in ACNC Governance Standard 5, which Australian charities are required to meet. In fact, for ACNC-registered charities that are companies, the Governance Standards effectively replace the equivalent directors’ duties sections of the Corporations Act (except for certain serious offences).

However, the expectations remain clear: NFP directors are held to the same standards of care, loyalty, and integrity as any corporate director. Breaches of these duties can lead to regulatory action or even personal liability, so board members must understand their obligations.

Recently introduced obligations aim to improve transparency and accountability in the NFP sector. Directors should be aware of the following key requirements now in effect:

• Director Identification Number (DIN): All directors of Australian companies (including NFP companies limited by guarantee) are now required to obtain a Director ID. This unique 15-digit identifier, obtained through the Australian Business Registry Services, must be retained by the individual for their lifetime. New directors must apply for a DIN before being appointed, and existing directors should have already obtained theirs.
• Related-Party Transaction Disclosures: To bolster transparency, the ACNC now requires charities to report related-party transactions in their Annual Information Statement. NFPs must disclose any transactions between the charity and its “related parties” (such as transactions with board members, their businesses, or immediate family). This means the board needs to maintain clear records of related-party dealings throughout the year. It also ties in with conflict of interest management; if the charity does business with an entity connected to a director, it must be handled openly, recorded, and reported.
• Key Personnel Remuneration Reporting: Large charities face additional disclosure obligations regarding what they pay their leaders. Under the updated ACNC regulations, charities with annual revenue exceeding $3 million must include in their financial statements the total remuneration paid to key management personnel, senior executives, and board members, if they are remunerated. Even if an NFP prepares simplified or special-purpose financial reports, it must provide this aggregated executive pay information, with some exceptions for small leadership teams.
• National Redress Scheme Participation: A noteworthy governance update for charities involved in past institutional child abuse is the ACNC Governance Standard 6. Introduced to maintain public trust, this standard requires relevant charities to take reasonable steps to join the National Redress Scheme for survivors of abuse. While it applies only in specific circumstances, it underscores a growing expectation that NFP boards will proactively address historical wrongs and protect vulnerable people.

Staying on top of these new requirements is now a part of a director’s role. NFP boards may need to update their policies to remain compliant with relevant regulations.

NFP boards must maintain a broad perspective on risk management and compliance. Good governance requires directors to proactively identify potential risks across the organisation’s operations, including strategic and financial risks, operational, reputational, and regulatory risks, and ensure that there are plans in place to manage them. In practice, the board should regularly discuss risks and may maintain a risk register that is reviewed and updated over time.

Hand in hand with risk management is the duty to ensure compliance with all relevant laws and regulations; ACNC Governance Standard 3 explicitly requires this. NFPs in Australia operate under a complex web of rules. Aside from ACNC and Corporations Act obligations, your organisation may be subject to state/territory incorporated association laws, fundraising legislation, work health and safety laws, privacy laws, and other relevant regulations, depending on its activities and structure.

Directors don’t need to be legal experts in each area, but they should confirm that appropriate compliance systems and policies are in place. For example, cybersecurity and data protection have become critical risks; directors should verify that safeguards are in place for the NFP’s IT systems and sensitive stakeholder data.

Directors must manage conflicts of interest with transparency and care. A conflict of interest arises when a board member’s personal interests, or those of their family, friends, or business associates, could improperly influence their decisions on behalf of the NFP. Common examples include situations where the charity is considering doing business with a company in which a director has a stake, or when a board member’s family member works for the organisation. In such cases, it’s not enough to trust oneself to “remain unbiased”; proper process is essential.

Directors are expected to disclose any actual, potential, or perceived conflicts to the board as soon as they become aware of them. Many NFP boards maintain a register of interests and require an annual update from each director, as well as real-time disclosures at meetings when relevant issues arise. Once declared, the board, minus the conflicted individual, should decide how to manage the conflict.

Recent transparency reforms make this even more critical: as noted, charities are now required to report related-party transactions on an annual basis. Regulators and the public will be alert to how boards handle any dealings that could benefit insiders. While improperly managed conflicts of interest are not the same as fraudulent behaviour, they do cast doubt on the board’s ability to govern the organisation effectively. They could expose their charitable status, if applicable, to unnecessary risk.

NFP directors are also leaders and strategists. The board is responsible for setting the organisation’s strategic direction and ensuring the NFP stays true to its purpose. This involves working with management to develop a clear mission and vision, approving long-term strategies and annual plans, and then monitoring performance against those plans. A practical expectation is that directors look beyond day-to-day issues and maintain a clear focus on the “big picture”.

A key distinction to maintain is governance vs management. The board governs while the CEO and staff manage the execution of those plans. NFP directors must resist the temptation to micromanage operations, yet they should hold management accountable through regular reporting and evaluation. This includes hiring and, if necessary, replacing the chief executive, setting that person’s performance objectives, and nurturing a healthy organisational culture from the top. Good governance also means the board evaluates its own performance. It is now considered best practice for NFP boards to conduct periodic self-assessments or reviews to identify skills gaps, improve meeting effectiveness, and ensure the board’s composition is suited to the organisation’s needs. Diversity in skills, background, and perspectives on the board can strengthen strategic decision-making, so succession planning and director development are part of the responsibility.

This information is helpful to existing board members or those considering a board position with an Australian charity or not for profit organisation.

At Accounting For Good, we work with NFP organisations with a turnover of $1M or more.

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