Board members

A board member needs to understand the purpose, function and responsibilities of the board and public sector body. You should familiarise yourself with the public sector body and with members’ statutory and legal obligations and be mindful to act only within your authority. You should understand that the board’s strategic role of oversight, direction and advice is distinct to the role of the CEO, who has carriage of managing the day-to-day operations of the public sector body. It may be worthwhile consulting the Statutory Corporations (Liability of Directors) Act 1996 (Corporations Act), which provides a codified statement of duties for board members. The Corporations Act also provides information regarding ministerial direction, conflicts of interest, legal liability and insurance.

It is important that as a board member, you inform the board chair if there are any changes in private interests, including changes in personal circumstances that may affect your role on the board, such as bankruptcy or a criminal conviction. 

It is vital you stay informed about the business of the board and are able to make conscientious and informed decisions. Follow the lead of the board chair and be aware of the expectations relating to your conduct regarding board matters. You will need to work constructively and cooperatively with other board members as well as senior management of the public sector body. You will also need to maintain a working relationship with the board’s secretary or executive officer. 

You may be appointed to a board as an independent member or representing another public sector body. However, it is essential you understand that by law each board member is obliged to act in the interest of the board to which they have been appointed. Your primary obligation is to support the agreed strategic direction, priorities and the ‘company line’ of the board. There is some room for advocacy and contested viewpoints within the boardroom when establishing strategic policy and direction, but once set, it is not appropriate for a board member to publicly petition against or act contrary to that position. A board member who continues to dissent against a strategic direction endorsed by the majority of the board should consider resignation.

Board members may also need specific skills relevant to a particular board’s requirements, such as contracting, marketing and promotions, economics, science or legal knowledge.

In addition to board specific skills, knowledge and experience, all boards will need the following:

  • Understanding of the public sector environment
    Demonstrates an understanding of the roles and responsibilities between a minister, the board and the CEO. Understands the influences and accountabilities of the public sector and makes decisions in the public interest.
  • Integrity and ethical behaviour
    Demonstrates a high sense of integrity and ethical behaviour. Understands the tensions that occasionally arise in relation to representation at the board level and always seeks to consider the role of the public sector body and broader public interest in any matter.
  • Ability to think strategically
    Has a clear vision, anticipates trends and considers the risks associated with strategic decisions. Analyses situations in a broader public sector perspective. Has good sense for planning and anticipating long-term impacts.
  • Sound judgement
    Knows how to put things in perspective and sets priorities after assessing the facts objectively. Remains objective in analysing complex and ambiguous situations. Adopts a constructive approach and ensures a good balance of different views.
  • Commitment
    Demonstrates availability and diligence, and prepares rigorously for each meeting.
  • Communication skills
    Able to communicate views with clarity. Is respectful of other opinions. Understands the public sector body’s culture. Demonstrates a spirit of support and cooperation.
  • Team intelligence
    Focuses on common goals, priorities and problems by actively listening to the concerns expressed by others. Seeks to establish trusting relationships. Recognises the importance of complementarities on the board.

Page last updated 23 May 2017