Meredith Carter GAICD shares three of the most important board lessons she has learned.
Meredith Carter believes managing complex dynamics is central to being effective as the chair of an NFP. “You have a group of directors who don’t necessarily know each other and have very strong views. They all want to be heard and you must develop trust at all levels. You’ve also got your relationship with the CEO. That’s incredibly important — he or she must trust you won’t hang them out to dry at board meetings.”
Carter is convenor of The Women’s Table, a former director of the Medical Board Australia (Victoria) and former chair of Women’s Health Victoria, Merri Community Health Services and Permanent Care & Adoptive Families.
1. Foundation board members must not overstep the mark
I was a foundation board member of the Consumer Law Centre Victoria. We were all appointed to be involved in establishing the organisation from scratch following a groundbreaking legal settlement. This involved a trust to fund public interest litigation in defence of consumer interests. It was exciting, but also intense, because everyone had strong views and no-one really knew each other previously, which is common on boards.
The community sector is an interesting beast — everybody tends to be a volunteer and personally committed to the issue, so it can be volatile. As a new board director, you must understand your role. There was a tendency for some of us to overstep the mark — also quite common on boards.
One of the first things we had to learn — once we’d established the centre and recruited staff — was to hand over to those staff. It wasn’t our role to decide which public interest litigation they’d undertake. Our job was to ensure the organisation was well-governed and to ask probing questions.
It’s also up to you to work out where you can add value to the organisation. In the community sector, you’re not necessarily there to be the marketing expert, legal expert or whatever. You must ensure the board papers you receive are inviting you to value-add and ask probing questions without being disrespectful — an important skill to develop.
2. Board evaluations can help build trust at all levels
If you treat the process of assessments seriously and don’t just tick the boxes, they can be really valuable. As chair of a particular organisation, I introduced a cyclical board evaluation process. Of course, while independent appraisals are obviously ideal, they are not necessarily affordable on an annual basis for smaller organisations.
In the first part of the cycle, board members responded to a survey. Next came interviews, then in the third year, a full-blown independent survey of funders, clients and users. Getting feedback from the funders was really useful.
One critical thing we did to improve the board quality was to invite feedback — including about my performance. I met each board member, together with the deputy chair. This reinforced to other board members that we genuinely sought feedback.
We once had to make difficult decisions about a particular board member chairing a subcommittee. She came to her evaluation saying she didn’t expect to be heard, so it was all a bit pointless.
The deputy chair and I encouraged this particular board member to give her feedback. After the assessment, our working relationship improved dramatically. There was a lot more trust.
In my career, I’ve learned it’s important to ensure processes are fair, that everybody is heard and that they feel they are heard.
3. Sound risk management is incredibly important
I was a delegate to an advisory committee of a national organisation. The committee had been established to deal with the public fallout resulting from criminal behaviour by a staff member at a state branch. This experience brought home to me in a big way that the problem for the state branch was that it had no real risk management strategy and no real oversight of the various businesses it was responsible for. The organisation had seen rapid growth in a short period, and was not in control of that at any level. At the operational level, the recruitment process had been woeful. But the broader problem was the lack of governance oversight.
Too little turnover on the board was part of the problem— at least a third of the board had been there for a very long time. Unfortunately, there were too many pale, stale, male board members who had stopped asking probing questions.
They did bring in some more curious female board members, but many of the existing board did not recognise their role as being to understand their organisation and its businesses. In particular, it seemed they never met without their long-term CEO — and never challenged that person to do their job effectively.
In the end, not only the CEO, but most of the board had to resign. This was sad, because they had dedicated years to the organisation.
This article first appeared under the headline '3x3' in the June 2025 issue of Company Director magazine.
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