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For many directors, the transition from corporate corridors to the public sector can feel like entering a different world. Gabrielle Upton FAICD says while the “pieces on the chessboard” may look different, core governance principles stay the same.
Having spent her career working at the intersection of business, regulation and government, former NSW Attorney General Gabrielle Upton has had more than a decade at the pointy end of policy and decision making. And after a career in corporate finance and law, her perspective on government boards comes from a unique vantage point.
Currently a strategic adviser to Mallesons, board advisory committee member for ASX-listed PEXA Group and a non-executive director with the Australian Olympic Committee and neuroscience research institute The Florey, Upton has seen governance from every angle except one.
“I should hasten to say I’ve not sat on a public sector board myself,” says Upton. She draws her insights from 12 years in the NSW government, including as Minister for the Environment and Minister for Local Government and Heritage, where she acted as the ultimate stakeholder.
“I’ve appointed people to these boards and had oversight of them, and I’ve observed their successes and challenges from the perspective of the shareholding minister.”
When a corporate director looks at taking a public sector role, Upton suggests imagining the government landscape as a band with different instruments. Just as you wouldn’t play a guitar like you’d play a piano, you can’t approach a state-owned corporation like you’d work with a regional advisory board.
“You have to understand what you’re dealing with. Is it a commercial board – such as a water or land corporation – or is it a small advisory board for a local hospital or park? The governance needs, legislative framework and level of ministerial involvement will be vastly different for each.”
Upton notes that despite the differences, there are material similarities between public sector boards and public companies. “And the requirements for what directors do and how they do it are not that far apart.”
Both require a strong focus on oversight and long-term viability. However in the public sector, “shareholders” are taxpayers and “dividends” are measured in the successful delivery of large-scale capital investment projects and programs, and the maintenance of social licence and community trust.
“Features come back and forth between the two governance models,” says Upton. “The corporate world is increasingly considering social licence expectations long baked into public sector governance. Government has deep experience in managing competing interests, while companies are also having to manage an array of stakeholders, including activist investors.”
Governing in the public eye
In the public sector, risk is often reputational and political long before it is financial. Upton notes the public sector is also more accountable than in the private sector as there is constant oversight.
“In government, there needs to be demonstration of integrity and good process, and risk management, which is as it should be,” she says. “Your books are constantly open to anybody who wants to interrogate whether the board, the minister or the government are doing what they’ve been elected to do, which is to govern in the interests of everybody.”
Accountability is broader. “A public director answers to regulators such ASIC or APRA, but if you’re on a government board, you’ll be subject to the oversight of the Auditor General, parliamentary committees and integrity agencies like the Independent Commission Against Corruption.”
Upton says directors must be prepared for the “court of public opinion and media coverage”, which may judge actions long before any legal process concludes. “The scrutiny is constant, not episodic,” she says.
This perpetual spotlight requires a fundamental shift in mindset. In the corporate world, a misstep might lead to a falling share price, regulatory action or a private legal dispute. In the public sector, a misstep can erode trust in the democratic institutions themselves.
Upton’s strategy for navigating this pressure is anchored in rigour of process. “From my career before government, I know the process is the protection,” says Upton. “You should be aiming to demonstrate and be able to explain why the public should trust what you’ve done, particularly if you find yourself in a difficult situation.”
When headlines turn hostile, Upton counsels avoiding the temptation of seeking a quick fix. “Expediency is not an option when you’re managing public assets or public trust. Following good process protects trust and reputation.”
She also points to the importance of staying out of the politics by sticking to the statutory mandate. “It’s not about politics. As a director you will, of course, follow the public discussion around various issues. But be clear about what your board’s role is and where the minister’s role begins. By sticking to the governance framework, you have a shield.”
Beyond profit, the mission-driven mandate
One of the most significant adjustments for private sector directors is the lack of autonomy regarding strategy and leadership. In a corporate environment, the board’s primary levers are setting the strategy and appointing the CEO.
In many government contexts, these levers are held by others. Strategy is frequently set by the parliament or outlined in a ministerial Statement of Expectations (SoE), and for many boards, the CEO is appointed by the minister or cabinet.
“You don’t have that ability to set strategy, and you’ve got to be prepared for that,” says Upton. “You’ll be constrained by legislation, regulation and the SoE, and you have to accept that’s the framework and understand those constraints. They’re not bad or good, they’re just different. You’re there to ensure the strategy, as defined by the government of the day, is executed with integrity and efficiency.”
Instead of pursuing quarterly returns, public sector boards pursue efficiency to preserve legitimacy and deliver community benefits that may take decades to materialise. The challenge for public sector directors is managing the tension between long-term strategy and short-term political cycle.
Upton notes a change in government or a shift in ministerial priorities can feel like a pivot that wouldn’t happen in a well-run corporation. Directors need to be agile and aware of the institutional memory; to ensure even when political winds change, the core mission of the organisation remains sound and the service to the public is uninterrupted.
Patience, persistence and probity
Upton points to the advent of NSW’s Return and Earn container deposit scheme as a prime example of mission-driven focus, later adopted nationally. As Environment Minister, she oversaw the rollout of a complex initiative that required private sector capabilities and infrastructure to deliver a public policy goal of a financially sustainable circular economy for glass and aluminium containers.
“In government it often takes much longer for the rewards to play out than in the private sector,” says Upton. “It’s now a great success and since 2017 has recycled more than 15 billion containers. Delivering a transformational growth project like this requires immense patience and a focus on the stable, steady state when people see the value of the change, rather than immediate financial wins.”
Upton sees the role of a government minister as akin to an executive chair. The role is oversight until a crisis breaks, and the minister becomes the de facto CEO and public face of accountability. Dexterity under pressure is an invaluable trait for any director, including those on a public sector board.
Similarly, the reform of NSW local government councils through amalgamations was an initiative that required managing litigation risk and wide-ranging community views simultaneously. These experiences taught Upton that while execution is never perfect, a strategy driven by the right reasons can achieve stakeholder alignment.
“You become adept at hearing different opinions, seeing the common threads and working to bring that together as a consensus,” she says. “It’s also about having the courage to make hard decisions and the discipline to see them through the challenges.”
Upton urges directors considering a public sector appointment not to be deterred by the elevated scrutiny and new layers of complexity. “Government boards need diverse voices,” she says. It’s a wonderful privilege to participate in these profound community-changing projects that only the government can really take on. If you go in with your eyes open to the constraints, a commitment to process and a clear focus on the mission, you can make a contribution that outlasts quarterly financial results.”
This article first appeared as 'Mission over margin' in the June/July 2026 Issue of Company Director Magazine.
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