Moran Health Care Group is a family owned, private company operating for over 60 years with Mr P Moran as its Managing Director.  Not much information could be found on ASX, ASIC or ACNC registers, other than its charitable arm – Moran Arts Foundation Ltd which has 3 directors, including family.  It has successful wide ranging investments in health care, property development and aged care.

RSLLC is a not-for-profit organisation with an industry member RSL NSW.  Its board of directors has a strong governance structure with 8 independent NEDs and 4 committees, plus clear definition of the Vision, Mission and core Values of the charity. RSLLC board skills mix supports the diversity of business operations including 3 members with veteran experience and 2 with clinical governance, there appears to be 50% multi-cultural mix and 63% female representation of directors, including the Chair.  Tenure follows best practice with 3 x 3 year participation.

RBA in March 2025 restructured its board to strengthen its Monetary and Corporate Governance Frameworks.  The RBA Governor is Chair of the new 3 boards structure, with the support of executive Deputy Chairs, providing consistency.  Additionally each Board has a mix of Executive-Directors (EDs) and NEDs, with NEDs holding twice as many positions to promote transparency and independence.  Each board charter defines industry representation requirements (ie APRA) and exclusion of directors with deposit-taking institutions to minimise conflicts of interest, plus a tenure of 5+2 year term.  Each Board has 66% female board representation including the Chair/Governor and members have a mix of financial, economics, business and legal experience to match industry and the publics expectations.

Across all these organisations most directors are degree qualified, many with post-grad qualifications and member affiliations.  Many of the NEDs have held or continue to hold multiple directorships with different organisations – this does raise the query ‘how many board directorships are sustainable to ensure proper fulfilment of duties?’.  Industry representation is mandated in the Government operations but also followed as best practice in both the listed and charity organisations.  All, except the private entity, had published constitutions or charters, corporate governance structures and were up to date in their respective reporting requirements.  (Note: Privately owned entities do not need to comply with these standards and understandably minimise sharing proprietary sensitive information if it is not required).

In conclusion, there was gender diversity, strong experiential/skills mix to match operational needs, industry representation, plus robust reporting and oversight bodies to encourage informed decision making and risk mitigation across the boards.  Cultural representation could be improved across the boards including representation of Aboriginal and Torres Strait Islander people.  

With HBF their board consists of Non-Executive Directors including the Chair, who is listed as a Non-Executive Chair, except for one member who is the Managing Director and Chief Executive Officer (CEO). The Board charter states that the Chair must not have been the CEO of HBF in the preceding 3 years. The charter also outlines that the majority of the Board must be independent Non-Executive Directors at all times and must ordinarily reside in Australia. The charter also provides for the directors to nominate and elect a Deputy Chair, however there is not currently a Deputy Chair listed.

Hancock Prospecting is a privately-owned company whose executive committee is responsible for the management of the company, and its business ventures. The executive committee is made up of all executive members including the CEO and the company’s owner. This means that there is little separation between the executive and the Board, which is not aligned with the Tricker Model.

The St Vincent De Paul Canberra/Goulburn Limited (SVDP) Board of Directors is made up of a mixture of Directors and Independent Directors. The Board constitution states that the Board be made up of company members who hold the specified positions for as long as they hold the requisite position, noting that other than qualified directors, directors must be company members.

The constitution also states that the outgoing Territory Council President will become an advisor to the Board for a period of 12 months following their retirement date. In line with Hancock Prospecting, the SVDP does not have separation between the executive and the Board.

The Food Standards Australia New Zealand (FSANZ) Board is the accountable authority for the agency. The Board comprises of a Chair, the CEO and Managing Director, and members, there are currently 6 positions listed as vacant. The Board consists of members nominated by the lead New Zealand Minister on the Food Ministers’ Meeting (FMM), by consumer organisations, by the CEO of the National Health and Medical Research Council, by public bodies or organisations relating to science or public health and by bodies or organisations relating to the food industry.

The size and composition of each board is quite varied with the FSANZ and HBF boards having a large degree of independence, however the role of the CEO and Managing Director’s on these boards means they are not fully independent. The Hancock Prospecting and SVDP boards are heavily, if not entirely, made up of company executives therefore the separation of decision making and oversight functions does not exist in this structure. The lack of separation of the board and the company executives is not best practice governance as outlined in the Tricker Model, therefore of these entities the FSANZ and HBF’s boards would be considered the best practice governance approach.

St Vincent de Paul Society Victoria is governed by a State Council consisting of 8 elected members and up to 7 appointed members selected by the State President. State Council oversees strategic direction and incorporates both elected Vincentian representatives and appointed members all of which are volunteers.

The Council is supported by external advisers in legal, risk management, and spiritual areas, who attend meetings as required but are not board members.

Key office bearers within the State Council structure include the State President, Deputy State President, two Vice Presidents, Treasurer, and State Youth Representative.

Director Type & Independence:

The composition is largely non‑executive, volunteer‑based and mission‑driven, with no executive directors from operational management. While some appointed positions may bring specialised skills, the overall board is not “independent” in corporate governance terms—it prioritises member representation over external oversight.

STIHL Pty Ltd operates under the governance of its German parent company STIHL AG, which is overseen by a Board of Management (executive) and a Supervisory Board (non‑executive, largely family‑appointed). The Board of Management includes Global Functional Leaders and the Global CEO. There is a Supervisory Board chaired by Dr. Stihl, representing the founding family. The Supervisory Board is primarily composed of family members and affiliated experts rather than independent directors.

STIHL Pty Ltd Australian operations are led by the Managing Director Oceania.

Director Type & Independence:

Because STIHL Pty Ltd is a proprietary subsidiary, there is no publicly disclosed local board, however a local Board has been appointed under their constitution. The local Board comprises of Chair, Managing Director, Non‑Executive Directors x 1 and Executive Directors x2 with governance authority dominated by executive directors at the global parent level. Independence is limited.

Pilbara Minerals maintains a transparent, independently oriented board structure. Its Board of Directors includes:

Chair, Managing Director & CEO, Non‑Executive Directors x 4.

PLS also maintains structured committees—Audit, HR, Compensation, Governance, and Nominating—staffed primarily by non‑executive directors

Director Type & Independence:

PLS exhibits a majority‑independent board, with the CEO as the only executive director.

Department of Education does not have a corporate board; instead, it is governed by an Executive Board comprising the Secretary and Deputy Secretaries, all of whom are executive public servants.

Public sector governance is supported by ministerial oversight (Minister for Education and several committees such as Audit & Risk and People & Integrity, though these do not function as boards with independent directors.

Director Type & Independence:

The governance structure consists solely of executive directors, with no independent or non‑executive members. Accountability flows upward to the Minister and through statutory frameworks.

The governance practices of the four organisations are shaped by their distinct board structures, director types, and independence levels. Their differing board structures produce a mix of strengths and limitations that impact governance. St Vincent de Paul Society benefit from strong mission alignment and deep community representation, supported by a council of elected and appointed members alongside external advisers (legal, risk, spiritual), reinforcing values‑driven decision‑making. However this structure can be constrained by inconsistent professional expertise and limited independence, which may challenge strategic oversight.

Privately owned entities, illustrated by STIHL’s parent‑controlled executive and supervisory board structure, gain speed, cohesion, and unified direction through centrally managed, executive‑dominant governance, but this model offers minimal transparency and few independent voices to challenge assumptions.

In contrast, public listed companies like Pilbara Minerals benefit from highly structured, transparent governance frameworks, including majority independent boards, formal committee systems, and clearly defined roles for non-executive directors, which strengthen accountability and risk management. This may lead to slower decision-making due to regulatory obligations.

Government agencies, governed entirely by executive leaders such as departmental secretaries and deputy secretaries, achieve strong policy alignment and rigorous compliance with public accountability frameworks, as seen in the Victorian Department of Education. The absence of independent oversight and the influence of political priorities can limit challenge, innovation, and strategic flexibility.

There is no single best model, and the structural differences can influence oversight quality, accountability, decision-making speed, risk management, and stakeholder responsiveness.

Visy
A privately owned business, built initially as a family business, operates with more centralised control. With Anthony Pratt as family and Executive Chair, naturally decision making resides at the top. Although there are NEDs involved, the governance model is still less independent overall. This setup allows Visy to move quickly and take a long term view, but it also raises the risk of bias and limits general transparency. The board’s lack of diversity would also limit the organisation’s strategic discussions and alternate opinions/input.

OzHarvest
Displays very strong not‑for‑profit governance, with a highly diverse board comprising members with an extensive range of expertise from marketing, finance, law, retail, and social enterprise. The female founder’s continued involvement ensures that the mission stays central, but the wider mix of directors helps balance perspectives and avoid over‑reliance on any one individual. Clear diversity expectations and sector‑specific skills create a governance structure that’s inclusive, mission‑aligned, and focused on impact.

The ACNC Advisory Board reflects a government based governance framework, built around formal appointments, clear terms, and structured representation. With experts and ex‑officio members contributing regulatory and sector specific knowledge, the board maintains strong accountability and impartiality. Its composition is designed to ensure balanced representation rather than to drive organisational strategy, which fits its regulatory role.

Overall, these examples show how board composition directly influences governance outcomes. Public companies emphasise compliance and investor expectations, private companies balance flexibility with risks of concentrated influence, not‑for‑profits prioritise mission and diversity, and government bodies focus on representation and regulatory stewardship. These differences shape how each organisation manages risk, sets priorities, and responds to stakeholders.

CBA, as a listed bank, is classic public‑company governance: an independent, skills‑based board with a clear separation between oversight (non‑executive directors) and management (CEO and executive team). The dominance of independent non‑executive directors, supported by formal board committees for audit, risk, remuneration and nominations, is designed to protect dispersed shareholders, satisfy prudential regulators and provide robust challenge on strategy, risk appetite and culture.

The large privately held company such as Cargill typically blends family/owner directors, a small number of executives and selected independent outsiders. The presence of family representatives preserves owner values and long‑term orientation, while independent directors bring external discipline and expertise. Because there is no public market disclosure pressure, governance can be more flexible and relationship‑driven, but it also relies heavily on internal norms and the family’s commitment to transparency and professionalisation.

Australian Red Cross Lifeblood’s board is almost entirely non‑executive, with the CEO as the sole executive member. Its directors are chosen for sector‑specific capabilities—health, transfusion medicine, manufacturing in a highly regulated environment, and government relations—rather than capital markets experience. The board reports to the Australian Red Cross Board, adding an extra layer of oversight. This structure prioritises mission integrity, public trust, and stewardship of donated resources over shareholder returns, with governance focused on ethical standards, service quality, and risk in clinical and operational settings.

Government SIV boards sit within a dense legislative and policy framework. Members are non‑executive officeholders bound by the PGPA Act, ministerial directions and detailed board and committee charters. Audit committees are mandatory, conflicts‑of‑interest processes are formalised, and accountability is ultimately to Parliament and the public rather than investors. Governance here is about lawful, ethical use of public money, alignment with government policy, and demonstrable integrity in decision‑making.

These differences in board composition directly shape governance practice. Public‑company boards emphasise market disclosure, shareholder value and prudential risk oversight. Private‑company boards can lean into long‑term, owner‑driven strategies with more informal but still sophisticated governance. Not‑for‑profit boards centre mission, stakeholder trust and community outcomes, often with strong volunteer and ethical dimensions. Government boards operate under statutory duties and political scrutiny, prioritising probity, compliance and stewardship of public resources.

Wesfarmers is a large publicly traded company with a board of nine directors. The board includes one Executive Director and eight Independent Non‑Executive Directors. This structure ensures the company is held accountable for its performance. The high number of independent directors reflects the expectations of public shareholders. The company notes that it is following the recommendations noted in the Corporate Governance Principles and Recommendations (ASX Principles).

Make-a-Wish Australia is a not-for-profit organisation with a diverse board made up primarily of Non‑Executive Directors, with the CEO serving as the only Executive Director. Board members demonstrate various professional backgrounds which ensures a well-rounded approach to organisational management. The board has a focus on governance (including financial, IT and business experience) and inclusiveness, with two of the positions held by Volunteer Representatives.

CSIRO (Commonwealth Scientific and Industrial Research Organisation) is accountable to the Australian Government. The board is made up of a Non‑Executive Chair, four Non‑Executive Members, and the Chief Executive. Board members are experts in various fields aligned to the objectives of the organisation. All Non‑Executive Members are appointed by the Governor‑General, while the Chief Executive is appointed by the board. This structure ensures strong alignment with national priorities and scientific integrity.

The diversity in board composition across these organisations reflects the different governance structures of each organisation. Linfox’s structure balances sound strategic guidance with strong family influence and decision-making power. Wesfarmers board demonstrates accountability and strong alignment to delivery of company outcomes, including providing a satisfactory return to its shareholders. Make a Wish focuses on mission driven governance whilst ensuring it meets its legislative requirements. The strong subject matter expertise within the CSIRO board highlights its focus on ensuring the quality delivery of government objectives.

While all four organisations aim to deliver on their overall strategy, the nature of their goals and obligations shapes their governance practices. Despite their differences, each organisation demonstrates a commitment to meeting the legal, regulatory, and ethical requirements relevant to its sector, ensuring effective oversight and responsible decision‑making.

The private company, Visy Pty Ltd, has less publicly available information about its board reflecting the lesser importance of transparency without shareholders to account to. The Board itself has only two non-executive members (including chair) with the remaining members all being executives, including CEO, CFO, CPO and General Counsel. The inclusion of independent members brings outside knowledge and diversity of viewpoints to the board and specialist skills, particularly in the governance space, that executives may not have. The executive board members have a detailed and intimate knowledge of the company from its operational, financial and people standpoint, providing the board with access to detailed knowledge to inform decisions quickly.

Board membership at World Vision Australia, a not-for-profit and registered charity, demonstrates a strong alignment with the goals and aims of the organisation to provide better lives for children. While there are members on the board with financial, risk and governance experience, the majority of members have experience in volunteering, social and community development and the not-for-profit sector, demonstrating alignment with the core values of the organisation. As a Christian charity, one board member has an affiliation with the Anglican Church. Nine out of the 10 members are non-executive directors, demonstrating a commitment to transparency and accountability for its members. The focus on core values of members aligning with those of the organisation, as opposed to more skill-based membership, is unique amongst the different types of organisations.

Jobs Queensland is a statutory entity established by an Act and overseen by the Board, to provide strategic advice to government relating to workforce development and planning. The skills and experience of members of the board reflect this function and the Act provides clear specifications regarding the composition of the board, including representation of employers and employees. Unlike other types of organisations the board has clear diversity requirements, including balanced gender representation and members who are Aboriginal people and Torres Strait Islander people, from culturally and linguistically diverse backgrounds and regional and remote communities. There are no government executives on the board, allowing the board to provide frank and expert-driven advice to government.

The privately held KPMG is overseen by the National Governance Board which is responsible for the approval and oversight of the firm’s strategy and ensures there are rigorous processes in place for identifying and managing risk and reputational matters, including the firm’s impacts on people, planet, and prosperity. There is separation of the Board and management. The Board is comprised of individuals elected by the firm’s partners. KPMG’s Partnership Agreement provides guidance on the selection process of the Board, including that it has representation from across the firm in terms of gender and diversity.

The not-for-profit organisation, Oxfam Australia’s Board of Directors consists of three committees: Finance, Risk and Audit Committee, Governance Committee, and the Nominations Committee. The Oxfam Australia Board consists largely of independent subject matter experts and senior executives, with board members showcasing a diverse range of professional backgrounds. Oxfam Australia staff also elect a Staff Participant to the Board who undertakes a two-year term and acts as a staff subject-matter expert, providing advice and insights to support and inform the Board's decision making.

The National Archives of Australia (NAA) consists of 13 Council members, one of which is chosen by the Senate, one chosen by the House of Representatives and the other 11 chosen by the Minister. Members serve a term of no more than 3 years. The 11 Minister appointed board members are all independent non-executive directors who display a diverse range of professional backgrounds which are used to oversee best practice management of the official record of the Commonwealth and ensure that Australian Government information of enduring significance is secured, preserved and available to government agencies, researchers and the community.

In conclusion, each organisation has a unique board structure however share commonality with the separation of Chair and CEO. With the exception of KPMG (privately held), the advisory boards for the remaining organisations emphasised independent non-executive directors as the core of the board. A point of interest between CBA and Oxfam Australia is that both boards comprise of individual committees which allows for specific focus on the strategic objectives of each committee rather than one overarching board. Whilst some organisations have governance guidelines of the election of board members, such as, KPMG, other organisations, like the, NAA have no set guidelines on how members are elected which can result in a lack of diversity both in person and profession across members.

The Apple Board of Directors consists out of:

• the Chairman, who is Founder and CEO of another company

• Tim Cook, current Apple CEO, who provides the link between Board and management

• 6 x non-Executive Directors

It's quite a small Board for such a large company, and I had expected to perhaps be some more Executive Directors to be included. However it is likely because Apple is listed on NASDAQ which has an independence requirements that a Board must consist of at least a majority of independent Directors.

Privately-held company - IKEA

The IKEA Foundation Board of Directors has five seats, and each Board members has one vote. A maximum of 2 seats can be occupied by family members of the founder of IKEA - this means they can have input but no control. IKEA is funded by the INGKA Foundation which has very clear guidelines on how funds can be spent by decision of the Board.

NFP - University of Canberra (UC)
Being a university, UC has its University Council to oversee governance, strategy, budget and business planning. Council comprises 15 members, including: independent Chancellor as Chair; nine non-Executive Directors (or equivalent, but external to the university), and 6 internal Executive Directors. It is stipulated the sort of expertise Council members are required to have, and they can have terms up to 5 years.

Government agency - StudyNSW

StudyNSW sits within Investment NSW in the Premier's Department. It has an Advisory Board that advises on international education. Its Board composition is extensive with almost 20 Directors, and these are a mix of ex-officio members and non-Executive Directors. It looks like this large composition is so the many international education stakeholders are represented and can have input. Appointment terms are 2 + max another 2 years. An independent senior industy expert serves as Chair, however control of the Advisory Board sits with the Secretary of the Department. As such while the Advisory Board provides input, expert advice and review, it in fact is not a Board that looks after governance as such - it does not have direct control over this.

Cotton On Group:  The Cotton On Group operates as a privately owned retail business with a more executive-focused leadership structure, and fewer external directors. Many board members are closely involved in daily operations and company growth. This allows more streamlined decision-making and strong alignment between management and strategy.

RSPCA: RSPCA’s board reflects its role as a non-profit organisation focused on animal welfare and public advocacy. Its governance structure combines representatives from state RSPCA bodies with appointed independent directors. Board members have backgrounds in law, public policy, and NFP management. RSPCA’s board priorities ethical leadership, community trust and mission fulfilment.

Judicial College of Victoria: The Judicial College of Victoria has a specialised board based on the model mandated under the Judicial College of Victoria Act 2001. The Act prescribes that the head judicial officer from each Victorian court jurisdiction is on the board. The board also has two independent members. Its purpose is to support judicial education and institutional integrity rather than commercial performance. Members are selected for their legal expertise and judicial authority rather than commercial business experience.

Key findings/themes

Overall, these organisations demonstrate that board composition is dependent on organisational purpose, and is influenced by a number of factors, including:

- Statutory, or regulatory principles or requirements (e.g., ASX principles and recommendations),

The strategic focus of the organisation and the needs of its shareholders, stakeholders or beneficiaries

- Appropriateness to the activity, size, complexity, and risk profile of the organisation

- Diversity of experience and skills of board members

As a listed company, CBA's directors bring experience across banking, finance, technology, regulation and risk management, giving the Board the experience it needs to oversee a large and highly regulated bank.

Having only one executive director creates a clear separation between governance and management. This helps the Board oversee risk, challenge management and make decisions in the best interests of shareholders.

Linfox Pty Ltd (Privately Held Company) has a Board of eight members made up of an Executive Chairman, the CEO, Fox family representatives and external non-executive directors. Unlike listed companies, Linfox does not publicly classify directors as independent, but the Board combines family ownership with external experience.

While the Fox family remains closely involved in the business, directors such as Dennis Richardson AC and Howard Critchley bring leadership, governance and industry experience to the Board.

This structure supports long-term decision-making by combining family ownership with outside experience and different perspectives.

Australian Red Cross (Not-for-Profit Organisation) has a Board of 10 volunteer non-executive directors, including a Chair and Deputy Chair. There are no executive directors on the Board, with the CEO responsible for managing the organisation and reporting to the Board.

Board members bring experience in law, health, finance, government and community services, giving the organisation a broad mix of skills to support its humanitarian mission.

An entirely non-executive Board provides independent oversight of management and helps maintain accountability to members, volunteers, donors and the wider community.

APRA (Government Agency) does not have a traditional corporate board. Instead, it is governed by a statutory Authority made up of four members—a Chair, Deputy Chair and two Authority Members appointed by the Australian Government under legislation.

Authority members bring experience in banking, financial regulation, economics and public policy, reflecting APRA's role as Australia's prudential regulator.

The Authority provides strategic direction and regulatory oversight and is accountable to the Government, Parliament and the Australian public.

Overview

Although all four organisations have a governing body, their board structures are quite different because they each have a different purpose, ownership structure and accountability requirements.

CBA follows a more traditional corporate governance model. With nine independent directors and only one executive director, the Board has a strong focus on independent oversight and accountability to shareholders. This is what you would expect to see in a publicly listed company, where strong governance, accountability and risk management are essential.

Linfox takes a different approach because it is a privately owned family business. Its Board combines family ownership, executive leadership and external directors. This allows the owners to stay closely involved in the business while also bringing in outside experience and advice. Unlike listed companies, there is less emphasis on publicly reporting director independence because the Board is accountable to the owners rather than public shareholders.

The Australian Red Cross has an entirely non-executive Board, reflecting its role as a not-for-profit organisation. The Board focuses on strategy and oversight while management is responsible for the day-to-day running of the organisation. Rather than delivering returns to shareholders, its role is to make sure the organisation achieves its humanitarian purpose, uses its resources well and maintains the trust of members, volunteers, donors and the community.

APRA has the most unique governance structure because it is a government regulator established under legislation. Rather than having executive and independent directors, it is governed by a statutory Authority appointed by the Australian Government. Its role is to regulate banks, insurers and superannuation funds and help protect Australia's financial system. This means APRA is accountable to the Government, Parliament and the Australian public rather than shareholders or members.

The biggest difference between these organisations is how each governing body has been structured to suit its purpose and who it is accountable to. CBA relies on a high level of independence, Linfox balances family ownership with external expertise, the Australian Red Cross uses an entirely non-executive Board to support its humanitarian purpose, and APRA's statutory Authority reflects its role as a government regulator.

Overall, this activity showed that there isn't one right way to structure a board. The composition of a governing body depends on the organisation's purpose, who it is accountable to and the decisions it needs to make. Whether it is a listed company, a family business, a not-for-profit organisation or a government agency, good governance comes down to having the right mix of skills, experience and oversight to support the organisation and help it achieve its objectives.

Hancock Prospecting is an independent, privately owned company with interests in mining and mineral exploration, beef, milk and dairy. There is little information publicly available on its governance or company structures. The Executive Committee consists of 4 roles - the majority shareholder holds the Chairman role, with two executive directors and the CEO filling the remaining roles.

Foodbank Victoria has a board of 8 with members coming from backgrounds covering supply chain and retail, strategy/culture, legal and financial, food and agribusiness. Women outnumber men on the board. Decision making frameworks are not clearly identifiable publicly. Health Services Victoria (formerly Health Purchasing Victoria) was established in the Health Services Act 1988 for the purpose of strengthening hospital purchasing power for goods and services. The Board comprises of 7 members drawn from 2 independent members (governance and finance backgrounds), 2 representatives of government, 2 members with health service CEO experience and the chair of the Audit and Risk Committee.

Key findings:

- Public transparency is highest for publicly listed companies and government owned entities

- Gender balance is not met by all boards

- While all of these boards cover the key skill requirements eg finance, regulatory, skills in strategy and governance are not always explicit. Each board also seeks people who have a background that will assist with the key activity of the organisation eg mining, air travel.

- Not possible to tell who is responsible for the company secretary-like activities for each board