A practical guide for not-for-profits

Govern with
purpose.

Good governance turns care into impact. It keeps your kaupapa clear, your people safe and your organisation trusted.

PurposePeopleTrust
Aotearoa New ZealandUpdated September 2026

The foundation

Governance is how your organisation is directed, controlled and held to account.

It is not paperwork for its own sake. Done well, governance creates the conditions for sound judgement, responsible stewardship and enduring community impact.

Ten essential practices

A board that
does good, well.

Scale each practice to your organisation’s size, complexity and risk. A small volunteer trust needs lighter systems than a national provider—but the underlying duties remain.

01

Purpose & impact

Connect every activity, investment and decision to the change your organisation exists to make.

Put it into practiceAsk what changed for your community because you were here.
02

Clear roles

The board governs; management manages. Document delegations, reserved decisions and expectations.

Put it into practiceName which hat you are wearing when governors also volunteer.
03

A capable board

Recruit for future needs, lived experience and community connection—not simply familiarity.

Put it into practiceUse a skills and representation matrix before recruiting.
04

Decision-led meetings

Give the board concise evidence, clear recommendations and time for constructive challenge.

Put it into practiceSeparate agenda items into decide, discuss and note.
05

Conflicts managed

Declare, document and manage actual, potential and perceived conflicts.

Put it into practiceMake interests a standing agenda item.
06

Financial stewardship

Every member is accountable for budgets, cash, forecasts, controls and solvency.

Put it into practiceMake reports understandable to everyone, not only the treasurer.
07

Risk & resilience

Know your most important risks, the controls in place and who owns the next action.

Put it into practiceReview one major risk in depth each quarter.
08

People & information

Oversee safeguarding, health and safety, culture, privacy and cybersecurity.

Put it into practiceTest your incident response plan with a realistic scenario.
09

Open accountability

Be answerable to communities, members, donors, volunteers, staff, funders and regulators.

Put it into practiceReport outcomes and setbacks, not only activities.
10

Continuous improvement

Review policies and board performance on a planned cycle, then follow improvements through.

Put it into practiceGive every improvement an owner and due date.

One vital distinction

Governance sets the destination.
Management makes the journey.

Board

Govern

  • Purpose and strategy
  • Policy and risk
  • Financial stewardship
  • Chief executive oversight
  • Organisational accountability
Management

Manage

  • Operations and delivery
  • People and volunteers
  • Programme implementation
  • Day-to-day decisions
  • Reporting to the board

A useful cadence

Your board’s
governance rhythm.

Put important matters on a deliberate cycle so urgent operations do not crowd out strategic oversight.

Every meeting

Stay oriented

Interests · Chief executive · Finance and cash · Impact · Material risks · Decisions and actions

Quarterly

Look deeper

Forecast · Strategic progress · Risk deep dive · Community insight · People, safety and privacy

Annually

Renew direction

Strategy · Budget · CEO evaluation · Board skills · Policies · Insurance · Reporting · Crisis exercise

At least every 3 years

Review governance

NZ registered charities must assess whether governance is fit for purpose, advances their charitable purpose and supports compliance. See the review guide ↓

For registered charities

Your three-year
governance review.

A practical check that the way your charity is governed still fits. Use these prompts for a prepared board discussion, then record the decisions and follow through.

What the Act requires

Since 5 October 2023, section 42G of the Charities Act 2005 requires registered charities to review their governance procedures at least every three years. For charities registered when the requirement began, the first three-year cycle ends in October 2026.

The review is self-directed and can suit your charity’s size and complexity. For a small charity, a carefully prepared and minuted board discussion may be enough. A governance review is separate from a financial audit.

01

Fit for purpose?

Do our rules, policies and procedures work for the organisation we are today?

02

Support our purpose?

Do they help us achieve the charitable purpose we exist for?

03

Meet our obligations?

Do they help us comply with our legal obligations?

A simple review process

  1. Find your rules. Gather your constitution, trust deed or other governing rules and key policies.
  2. Check actual practice. Compare what the documents say with what your charity does.
  3. Discuss gaps. Agree what works, what is unclear and what needs attention.
  4. Minute the discussion. Record what the board considered and decided.
  5. Assign actions. Give each change an owner and a due date.
  6. Record completion. Keep the review date with your evidence and schedule the next review.

Keep the evidence

Keep a simple record so the board can see what was checked and what happened next:

  • Current rules and key policies
  • Clear board minutes
  • A short action list with owners and dates
  • Evidence that actions were followed up
  • The review completion date

These records stay with your charity; Charities Services does not routinely require the supporting review documents.

What to check together

Use each question to guide the board’s conversation. Record whether you are satisfied or what action is needed.

Rules and purpose
Are our rules and charitable purpose current, and do they reflect what we actually do? Are our officer and trustee details up to date?
Finances and assets
Does the board receive useful financial information and oversee money and assets?
Conflicts of interest
Do we declare, record and manage conflicts of interest?
Risk and health & safety
Do we understand our key risks, have sensible controls and have health & safety arrangements that suit our activities?
People, staff and volunteers
Are our staff and volunteer processes appropriate?
Meetings, minutes and decisions
Are our meetings, decisions and actions clearly recorded?
Records and privacy
Are our records and privacy practices appropriate for how we work?
Legal obligations
Do our rules, policies and procedures help us meet our legal obligations?

Confirm that the review is complete

In your Annual Return or Update Details form, confirm whether your charity has reviewed its governance procedures within the last three years and provide the completion date, if applicable. If the review changes your rules, provide the amended rules to Charities Services.

Charities Services — review requirements ↗
Charities Act 2005 — section 42G ↗

Guidance checked September 2026. Adapted from the supplied charity board governance review.

Board health check

How strong is your governance?

Tick each statement your board can confidently support with evidence. This is a conversation starter, not a compliance certificate.

0/ 10
practices in place

Start with the biggest risk and one quick win.

Turn insight into action

Choose three improvements.
Name an owner. Set a date.

Governance improves through deliberate habits—not a perfect policy manual. Start where the consequences of getting it wrong are greatest.

Open the NZ governance checklist ↗