Governance Essentials

Understand the role and fundamental responsibilities of a board.

8 CPD points

Drawing from the IoD's The Four Pillars of Governance Best Practice, this course will enable you to understand the fundamental roles and responsibilities of a board and individual directors across a range of governance settings. It covers board relationships, robust processes, good decision-making, and key elements of the operations of a board.

Course/workshop category: Fundamental course

Duration: One day, 8.30 am - 5.00 pm

Content covered

  • Governance, legal and regulatory framework essentials
  • Board charters, the role of the board, culture and ethics, board composition
  • Board protocols, meetings and papers
  • Board and management relationships and succession planning

Who should attend?

Aspiring or new directors embarking on a governance career and senior executives who want to interact with their board more effectively


Members: $850 incl GST
Non-members: $1,080 incl GST

Not a member? Join online now to receive the member rate.

A 10% discount is available if you are booking this course under the Essentials of Directorship package


“The governance world is changing so rapidly that you cannot afford to get behind. Because this course attracts different people from very different paths in the board structure, it provides a valuable update and insight into what is relevant and necessary today.” – testimonial from a Governance Essentials attendee

Our facilitators

Governance Essentials is presented by one of the facilitators below.

  • Fiona Oliver CMInstD

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    Fiona is an experienced board member and audit committee chair with a governance portfolio across a variety of sectors, including renewable energy, commercial property, utilities and airport software, intelligence and investigations software and financial and professional services. Her local and overseas Executive commercial operational experience was gained in leading funds management businesses for Westpac and AMP in NZ and managing the risk management function for AMP private equity in Sydney and London. Prior to her Executive career, she practised as a senior corporate and commercial lawyer (private practise and in-house) in NZ and overseas, specialising in mergers and acquisitions. A dominant focus of her board and Executive experience has been to profitably grow businesses during periods of significant industry disruption and execute substantial business transformation.

  • Richard Westlake MA, CFInstD

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    Richard began his international governance advisory business in 2001, with the purpose of building boards into leading teams. He has facilitated programmes for the IoD for more than 10 years and has more than 20 years’ experience as a director and board chair. He is based in Wellington and is currently chair of Careerforce Industry Training Organisation, as well as the first independent director of the Dairy Goat Co-operative (NZ) Limited and a director of RCBC Bank, one of the largest banks in the Philippines. Richard was a founding independent director of Kiwibank Ltd for ten years and has chaired several other organisations, including Intergen Ltd, Standards New Zealand, two SOEs, the New Zealand Telecommunications Forum and Canterbury Opera. In 2013, the World Bank’s International Finance Corporation published a book it had commissioned Richard to write, ‘Guidance for the Directors of Banks’, aimed principally at directors of banks in developing countries worldwide.

  • David Flacks (CMInstD)

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    David is a highly-respected, leading New Zealand corporate lawyer with a reputation for providing clear, concise advice, and for achieving pragmatic, commercial outcomes.

    He holds a number of regulatory and governance roles and has recently established a boutique corporate law firm – Flacks & Wong, after retiring as a senior corporate partner of Bell Gully. David also spent four years with Carter Holt Harvey as a member of the senior executive team, general counsel and company secretary. David is Chair of listed company Aft Pharmaceuticals, Harmoney, and a director of the Suncorp NZ companies and other private companies and charitable organisations.  He is also involved in regulation as Chair of the NZX Regulatory Governance Committee having previously Chaired the Markets Disciplinary Tribunal and been a member of the Takeovers Panel.

  • Pania Gray, CMInstD

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    Pania Gray is a former senior public servant with 20 years of experience working in Māori affairs and education. Pania owner-operates a successful management consulting practice based in Wellington, specialising in meeting and workshop facilitation. A significant concentration of Pania’s client base comes from the social services sector (mainly education). Pania has a mix of not-for-profit, public entity and for-profit governance experience. Pania currently holds governance positions with two privately-held companies: CORE Education Limited and Education Services Limited. She is also the Chair of a local sports club in Wellington.

    Pania served two terms as an elected trustee for Hutt International Boys’ School from 2013 - 2019. Her four-year term on the New Zealand Council for Educational Research (NZCER) expired in September 2018 and a six-year term on the Academic Quality Agency for New Zealand Universities - including three years as the Deputy Chair - concluded in December 2018.

  • Carol Scholes CMInstD

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    With over 30 years of management experience in commercial and not-for-profit organisations in New Zealand and Australia and eight years in CEO roles, Carol specialises in helping organisations understand their vision, improve their systems and build teams to achieve success. As a consultant, Carol has provided board and executive coaching, mediation, facilitation and strategic planning with corporate, government and not for profit organisations. Her specialities are leading change, governance, financial management and conflict management. Carol has a Bachelor of Business in Human Resource Management, a Graduate Diploma in Dispute Resolution (Mediation), and Certificate IV in Executive Coaching, is a qualified trainer using accelerated learning techniques, is a Master NLP practitioner, International Master Coach, Master Clinical Hypnotherapist and a certified mBit coach. Carol is an accredited coach with the International Coach Federation, a member of the NZ Association for Training and Development and a Chartered Member of the Institute of Directors in New Zealand.

  • Jo Brosnahan QSO, MA Hons, FCILT, FNZIM, CFInstD

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    Jo is a Chartered Fellow of the Institute of Directors, Chair of Northpower Fibre (ultra-fast broadband), Chair of Maritime NZ, Chair of Rotorua Lakes Audit and Risk Comm,  Chair of Harrison Grierson Board and also on the Auckland Museum Trust Board, and Principal of Leaders for the Future.   She is Chair of the Taitokerau Education Trust, supporting digital learning in low decile schools in Northland, a member of the Centre for Brain Research Advisory Board, and of other trusts. She is the Founder and Advisory Trustee of Leadership NZ, was Chair for more than a decade and has had an extensive governance career.  She was previously CEO of the Northland Regional Council and of the Auckland Regional Council. 

    As a Harkness Fellow and Aspen Scholar, Jo spent a year researching leadership in the USA.  In addition to her governance roles, she develops and facilitates leadership and governance programmes.

  • Juliet McKee QSO, CFInstD

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    Juliet is a Chartered Fellow of the Institute of Directors and has held over 20 board directorships in a wide range of sectors, with state-owned enterprises, private and publicly-listed companies and not-for-profit organisations. Juliet’s consultancy firm delivers corporate governance training, policy advice and strategic planning workshops to a wide variety of clients in New Zealand, the Pacific, Africa and the Middle East. Juliet was awarded the Queen’s Service Order and the Commonwealth Medal. She is an honorary fellow of the School of Government at Victoria University.

  • Phillip Meyer FAIM, Life FNZIM, FFIN, CFInstD

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    Phil is an experienced company director and investment banker. His governance experience extends across banking, infrastructure, health, insurance, telecommunications, broadcasting, education, peak industry bodies, investment management, arts, central and local government and Maori affairs. He has a strong reputation for improving business performance through effective collaborative strategic governance.  He also has a strong commitment to building an improved economy for New Zealand through public service. His extensive experience covers retail and wholesale banking, international capital markets, derivatives, project finance, particularly in the areas of the funding of public infrastructure by the private sector, minerals and energy, capital raising, funds management and technology relating to financial services.