• what governance means

• who is responsible for governance

• officers’ duties

• key governance responsibilities in practice.

It also has information on tools and resources that are available to support your charity’s governance.

What governance means 

Governance is how your charity is directed and controlled.

It includes: 

• setting your charity’s purpose and long‑term direction

• making decisions that support that purpose

• overseeing how money and assets are used

• making sure the charity complies with the law

• checking that activities align with the charitable purpose.

In practice, governance is about making sure the charity is well run, accountable and stays focused on achieving its charitable purpose.

Who is responsible for governance 

Governance is the responsibility of your charity’s officers.

Depending on your charity’s structure, officers may include trustees, board members, committee members or directors.

An officer is also someone who has significant influence over decisions. This can include roles such as a chief executive or chief financial officer, even if they are not formally part of the governing body.

Further information about who your officers are can be found here.

Officers’ duties 

Officers have duties under the law. They must: 

• act in the best interests of the charity

• follow the rules in the governing document

• comply with all relevant laws

• make informed and fair decisions.

These duties apply to all charities, regardless of size.

Key governance responsibilities in practice 

Good governance means making informed decisions, managing risks and supporting your charitable purpose.

Well‑governed charities: 

• base decisions on reliable information

• identify and manage risks early

• keep clear and accurate records

• regularly review how governance is working.

Officers also make sure decisions and reasons are clearly recorded. Meeting minutes are important records and should be kept safely.

Example: 
 
A board asks for additional financial information before approving a proposal and records the decision and reasons in the meeting minutes.

Act in the best interests of the charity 

You must make decisions that benefit the charity and support its charitable purpose. You must not use your role for personal gain or allow personal interests to influence decisions.

Example: 

A trustee should not vote on a contract that would financially benefit their own business.

Follow your governing document 

Your governing document may be called rules, a trust deed, a constitution or a charter.

It sets out rules you must follow when running your charity, including: 

• the charity’s purpose

• how decisions are made

• how officers are appointed and removed.

Manage conflicts of interest 

A conflict of interest happens when personal interests could influence, or appear to influence, decision‑making.

Good practice includes: 

• keeping a conflicts of interest register

• declaring interests at meetings

• recording how conflicts are managed

• excluding affected people from decisions when needed.

Example: 

If a board member’s family member applies for a paid role within the charity, that board member should declare the conflict and leave the room for the decision.

Oversee finances and resources 

Officers are responsible for overseeing how the charity uses its money and assets. This does not mean doing all the financial work yourself.

Oversight includes: 

• approving budgets

• monitoring income and spending

• reviewing financial reports

• making sure resources are used for charitable purposes.

Manage risks and resolve issues 

All charities face risks. Identifying and managing risks is an important part of governance.

Common risks include: 

• financial mismanagement

• poor governance practices

• legal non‑compliance

• reputational damage.

You should: 

• identify risks relevant to your charity

• assess how likely and serious they are

• have policies and controls in place to manage them.

If a dispute cannot be resolved internally, you may need independent advice. Charities Services does not usually get involved in internal disputes.

Governance review

For registered charities, regularly reviewing governance arrangements is a legal requirement.  You must review your governance procedures at least every three years to ensure your charity continues to meet its obligations and operates in line with its charitable purpose.

For more information on the governance review requirement and a checklist to support your review, see our governance review guidance.

Meet legal and reporting obligations 

Registered charities must: 

• File an annual return with Charities Services.

• Keep their details up to date on the Charities Register.

• Meet obligations under relevant laws.

Failing to meet these obligations can put your registration at risk.

Tools and resources 

You can strengthen your governance by using practical tools, guidance, and learning resources from these organisations. They provide accessible support tailored to community groups and not-for-profits.

CommunityNet Aotearoa 

CommunityNet Aotearoa is an online resource hub. It provides practical tools, templates, and guidance to help community groups set up and run effectively.

Resources include information on: 

• governance and leadership

• financial management

• policies and procedures

• day-to-day operations.

CommunityNet Aotearoa also developed the NZ Navigator self-assessment tool for not-for-profits. The tool guides users through a structured review of their organisation and provides a tailored report with insights and recommendations to support improvement.

Community Governance Aotearoa  

Community Governance Aotearoa supports boards to build the skills and confidence they need to govern well. They provide a range of support, including: 

• governance training programmes for new and experienced board members

• workshops on topics like roles and responsibilities, decision-making and effective meetings

• tailored support to help boards respond to specific challenges

• tools and resources to strengthen governance capability over time.