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Building NFP Governance That Scales
ReachOut & Carriageworks Chair Mike Gonski explains NFP board skills matrices, hands-on governance, and building not-for-profit boards that enable growth.
Richard Conway
Nov 9, 2025
"I'm quite obsessed with these board matrices of skills, I love them."
I spoke with Mike Gonski, Chair of ReachOut Australia and Carriageworks and partner at Herbert Smith Freehills, about how to build governance structures in not-for-profit organisations that can evolve from startup through scale without losing mission focus.
Mike brings a unique perspective to this conversation, having founded Story Factory at age 25 and now chairing organisations with annual turnovers exceeding $15 million. His approach challenges conventional governance wisdom in several important ways.
The Case for Large, Skills-Based Boards
Mike's philosophy on board composition differs significantly from typical corporate governance thinking. At Story Factory, he built a board of 11 directors when the organisation had just one executive. His rationale is straightforward: smaller NFPs need specific capabilities they cannot afford to hire, so they bring those skills onto the board.
The key to making large boards work is what Mike calls being "the conductor of the orchestra." As chair, he takes responsibility for ensuring that board discussions don't devolve into management interference. When a director with specific expertise wants to dive deep into an operational issue, Mike moves that conversation offline rather than allowing it to dominate board time.
His approach to board recruitment starts with comprehensive skills matrices. When Story Factory needed education expertise, they wrote directly to the Dean of Sydney University's education department. When they needed audit and risk capability, he recruited Gail Hambly, who oversaw audit and risk at Fairfax. Mike's experience shows that even very senior professionals are often willing to contribute to organisations with compelling missions.
Hands-On Directors as Strategic Assets
Perhaps Mike's most counterintuitive insight is his preference for hands-on directors in smaller organisations. Rather than viewing director involvement in operational matters as governance overreach, he sees it as essential capability-filling.
The ReachOut example illustrates this perfectly. The organisation has 80-90 staff and operates without a dedicated company secretary. When Kelly Head, the Company Secretary of Sydney Airport, joined the board, she didn't just provide governance oversight - she actively worked with the CFO to improve board minutes, establish appropriate policies, and create proper board schedules.
Mike is explicit about this: "I've often found, especially in the smaller organisations, I prefer a board director on my board who will err towards being more hands-on than hands-off." He structures board operations to enable this, running fewer formal board meetings but having more out-of-cycle discussions where directors with specific expertise can contribute.
Knowing When Governance Must Evolve
Mike's experience scaling organisations from $2-3 million to over $15 million in annual turnover provides valuable insights into when governance structures need to mature. Even at the larger end of this range, he argues that organisations are still too small to maintain strict separation between board governance and operational contribution.
The critical question isn't whether directors should be hands-on, but rather how to prevent appropriate contribution from becoming problematic interference. Mike's answer lies in the chair's active management of board dynamics - knowing when to move detailed discussions offline, ensuring directors focus on their areas of expertise, and maintaining clear boundaries around management authority even while enabling director contributions.
Leveraging Director Networks and Time
One of the hidden benefits of skills-based board composition emerges in Mike's discussion of how directors contribute beyond formal board meetings. Ian Thorpe sits on the ReachOut board and, beyond his governance role, agrees to be the face of a swimming event that raises $4 million annually for the organisation. He coaches CEOs to swim, appears on television to promote ReachOut's work, and brings a level of visibility the organisation couldn't otherwise afford.
This isn't about celebrity board appointments - it's about deliberately recruiting directors who can contribute in multiple ways and then creating structures that enable those contributions without compromising governance disciplines.
Practical Applications for Growing NFPs
Mike's approach offers several practical lessons for NFP boards navigating growth:
Embrace larger boards strategically. Rather than defaulting to small boards because "that's what good governance looks like," consider what capabilities your organisation genuinely needs that cannot be hired. Build a skills matrix and recruit deliberately.
Structure operations to enable contribution. If you want hands-on directors, create mechanisms for them to contribute outside formal board meetings. Establish clear protocols for when directors work with executives on specific issues.
Invest in chair capability. Making large, hands-on boards work requires skilled chairmanship. The chair must be able to manage dynamics, redirect conversations, and ensure individual expertise serves the organisation without creating dysfunction.
Don't professionalise prematurely. Mike's organisations with annual turnovers exceeding $15 million still benefit from hands-on director contributions. The right time to move to pure oversight governance may be later than conventional wisdom suggests.
Match governance formality to organisational stage. The governance structures appropriate for a startup are different from those needed at scale. Mike's journey from painting the walls at Story Factory to chairing major institutions shows how governance must evolve with organisational maturity.
Mike's experience demonstrates that effective NFP governance isn't about rigidly applying corporate governance principles to smaller organisations. It's about building structures appropriate to organisational size and mission, leveraging director contributions strategically, and knowing when to enable hands-on involvement versus when to enforce boundaries.
For company secretaries and governance professionals supporting NFP boards, Mike's approach offers a practical framework for thinking about board composition, director engagement, and how governance can enable rather than constrain organisational impact.
Richard Conway is the founder of boardcycle, the board meeting platform designed for Company Secretaries. Create, manage and automate your board agendas, run sheets, shell minutes, action tracking and more with boardcycle CoSec.
[00:00:00] In today's episode, Richard Conway interviews Mike Gonski, founding Chair of Story Factory and current chair of ReachOut and Carriageworks about how to build governance structures in not-for-profit organisations without distracting from the mission.
[00:00:17] Richard Conway: Welcome to Minutes by boardcycle. I'm your host, Richard Conway, and today on the podcast I have the pleasure of interviewing Mike Gonski.
[00:00:24] Mike is the chair of ReachOut, a charity focused on mental health and wellbeing for young people, and also chairs Carriageworks and event performance and exhibitions space here in Sydney.
[00:00:35] Mike's also a partner at law firm, Herbert Smith Freehills, and was the founding chair of Story Factory an NFP creative writing center for young people.
[00:00:43] Welcome, Mike.
[00:00:44] Michael Gonski: Thanks for having me.
[00:00:46] Richard Conway: So Mike, as I just said, you've been involved with organisations like Story Factory from its founding, through to now chairing ReachOut and Carriageworks in their growth periods. So, I wanted to ask you from your experience, how do you build governance structures in that NFP context that can scale as those kind of organisations grow, but without losing their focus on their mission or their soul?
[00:01:11] Michael Gonski: Yeah, I think it's a great question. And the irony that you're talking to a lawyer who thinks he's an entrepreneur always has very interesting issues in my own head as to how much governance should there be on something and how do I not stifle entrepreneurial spirit.
[00:01:27] In terms of, I guess the luck that I had, is one of the things I've always thought is if you are someone who is happy to have the self-awareness that you're definitely not the smartest person in the room, you need to get the smartest people in the room, you can mitigate risk, I think, in a very successful way.
[00:01:45] So by that, I'll give you the example is, again, age 25, I looked around and said, I can't do this. I don't have any experience. I'm a very young lawyer. What do I have access to? And so I was very lucky at that time that one of my clients was Gail Hambly, who was the Group General Counsel of Fairfax on the audit and risk committee of Fairfax.
[00:02:06] And I just asked her, I said, "Hey, like you wanna have a bit of fun and come and join a startup charity that we pay nothing and has huge amounts of risk for you."
[00:02:16] I have no idea whether it'll go well. And someone like her, I couldn't believe, said "Yes, would love to do that". I was extremely lucky that one of the co-founders of Story Factory was a guy called Tim Dick, who has gotta be one of the best lawyers I've ever worked for or worked with. He had trained at Gilbert Tobin. He actually was a journalist at Fairfax at the time. But his balance of understanding risk and entrepreneurialism was incredible when we started. And so we got very lucky again that, I always think connectivity and relationships can be very useful in these early stage organisations. So, through the fact that he'd worked at Gilbert and Tobin, they were lovely and gave us pro bono of giving us the standard policies and things that we needed to start.
[00:03:03] But equally what was great is when, as a board we looked at things, we would look at the size of organisation and work out what did we need.
[00:03:11] So, what was interesting is as the board, I guess grew, you would have different types of directors. So, some who clearly had been on much larger boards would often in boards say things like, "Come on guys. We've gotta remember the difference between the board and the executive. And I think here we are acting like the executive.” And I would have to as chair, pull things back and say, "Well, come on guys, like in year one and two, we were running on I think $300,000 a year. We only had one staff member." So, if Tim Dick is not putting up his hand and saying, "Hey, as a board director I'm going to draft the policies.", Well, no one's gonna do them. Our one, executive that we had didn't have the ability, because she wasn't trained in that way to do it and I didn't see any risk on the difference from a governance side between board and executive, if the board actually had to get their hands a little bit dirty.
[00:04:10] But I've often found, especially in the smaller organisations, I prefer a board director on my board who will err towards being more hands-on than hands off.
[00:04:22] So, for example, I like to run our boards where we might have less board meetings, but more out of cycle discussions where if an issue comes up, I will make sure on my board from a matrices perspective, that we have one of every skill set we need. And I, I'm quite obsessed with these board matrices of skills, I love them. Where we go through, and this was started with the story factory example was because we started with nothing. We set out a matrice of saying, "Oh my God, okay, well we clearly needed someone in education. So we thought, why don't we just write literally to the Dean of Sydney Uni's education department and see if she'd join?"
[00:05:04] And weirdly she said, yes. I found in my career, most people, it doesn't matter how senior you are. I think people are very generous with their time and so, I think in a lot of things I've been part of, we've batted well above maybe the type of director we should have got on our board for the size of organisation.
[00:05:23] And then I guess by having one of everything, I like to be able to say, great, or "X person, you are the best at this. So wouldn't you mind please helping us with this." Might be the top marketing executive. We've got one from FMCG on our board of Carriageworks. And we will say, "Hey, the marketing execs really need some help on this thing we're doing. Any chance you can go and sit with them for an hour?" I think that's a lot better than saying, I'm sorry you can't meddle in the executive, we'll just wait for board for you to ask a question about the marketing campaign." Well, clearly they will do that too, but think for that size of organisation, we really need the help.
[00:06:05] Richard Conway: Yep. And so Mike, one dynamic you sort of touched on but I wanted to go into a bit more detail on is that in the early stages, particularly in an NFP, the size of a board can actually be really large proportionate to the size of the organisation.
[00:06:21] And so, I'm guessing one of the risks there is that you can have, if you have a board of six people, they can all ask, each of them asks one question of the executive and very quickly the executive team can get overwhelmed because there might be even fewer of them than there are board members.
[00:06:38] How do you protect against that kind of scenario?
[00:06:42] Michael Gonski: Yeah. So, I don't know if it's right or wrong, but I love large boards. I love boards where, there may be, people will say there's too many directors that you'd otherwise have thought. So I think at Story Factory we had 11.
[00:06:54] But again, back to the point is at one point we had one exec, I think when I left, maybe there were eight or nine exec for 11 board. But each board member was there for a particular purpose. And I think if you are a good enough chair, that is your role as to being the conductor of the orchestra - to be able to say, well, hang on a sec, why don't you guys take that on offline? It looks like you've got a particular expertise, Mr. Board director in this area. Perhaps you can go with the CEO and work through that issue offline and not getting bogged down in the board meeting on the particular issue.
[00:07:27] Richard Conway: Yep. And Mike, you talked before about NFPs particularly small ones, needing to have hands-on directors, I guess is the way I would describe it. Is there a point in time that you see that needs to change, that things can professionalise, or the board can take more of that oversight role that we see perhaps in a corporate world?
[00:07:50] And are there particular signs for that? And then as a follow up, how do you actually get the board, particularly if there's people on there who are really used to being hands on, to suddenly get out of management territory and stay in board territory?
[00:08:06] Michael Gonski: I think the excellent question, I'll put it in a different way though. It's like, so as I've gone on boards that are larger if you take Carriageworks and ReachOut their turnover is more than 15 million a year. Whereas a Story Factory back in the day would be two to 3 million at its max.
[00:08:23] What is interesting is, is I still think those organisations are still too small to say there must be only, board must only look at governance, and exec must do all of the work. If you think about it, even in a ReachOut that might have 80, 90 staff, it still has gaps.
[00:08:42] So I'll give an example, we just put on our board, Kelly Head, who is the Company Secretary of Sydney Airport, onto the board of ReachOut. We don't have a company secretary. And her assistance to work with our CFO has just been incredible and so nice of her that her skillset is incredible for us to be able to help us with things like, what is our structure for our board minutes?
[00:09:07] How should they look? Are we making the board minutes too long? Do we have the right policies in place? What is the right schedule for board? I've let her run with that together with the CFO and she's just incredible at it.
[00:09:19] So, it's added so much value. Like I'm so lucky that she said yes to be on our board and that she would agree to do that, that assistance. We're also lucky on our reach ReachOut board, Ian Thorpe is on our board and you think about it as, what a guy, like someone that does not get paid 1 cent to help ReachOut, but he agrees to be the face of a swimming event every year. That raised $4 million a year. This guy was able, he agreed this year that he would come and he will coach 20 CEOs on how to swim, so that they would raise money for ReachOut and I'm just amazed that he would go on Sunrise and he will speak to millions of viewers about how important ReachOut is. He doesn't need to do any of that.
[00:10:10] And I don't know, I'm just so thankful that there are really good humans in this world who give their time to these types of organisations and really give their skill, as well as just their governance side.
[00:10:22] And the interesting part to that is, is I'll put, I think Ian's a good example on that is, I think he sells himself short in terms of, he would probably say, “I'm not trained in governance. So maybe that's not where my best skill set is.” He sat on so many boards, he is excellent, he knows exactly the right questions to ask.
[00:10:41] Richard Conway: Absolutely. And a last question on this topic for you, Mike. You talked before about how important you think a skills matrix is for a board of an NFP and you've talked a lot about the importance of having, say, a large board to bring specific skills, which I guess you're saying that in an NFP context, either an NFP couldn't afford those skills another way or frankly wouldn't want to allocate its resources towards that particular skill and so it's better to bring it in on the board.
[00:11:12] Does that then. I wanted to ask you about the importance of directors having lived experience around an organisation's mission, because it's not always, I imagine, going to be possible to get people who are real experts in the area, the skill area that you want on the board, but who have a deep personal connection to the organisation's mission.
[00:11:33] They may agree with the mission but not necessarily have sort of the lived experience of it.
[00:11:39] Michael Gonski: Yeah, I think it's a great question. I mean, in all the matrices, we always put it as a line item to have a discussion.
[00:11:46] So I'll give you the two examples. So clearly, with ReachOut, the question is should we have someone who's a young person who's had lived mental health experience on a board and we look after young people up to the age of 25.
[00:12:01] So, there are people 18 to 25 who could bring on that board and clearly at Carriageworks, we could bring artists in or people who are involved in the arts onto our board. And to be honest, I think it'd be great if you had one out of, say, the 11 that brought that skillset, that could be excellent to be asking those questions.
[00:12:22] I think the hard thing that we had of having young people was, they really are inexperienced on boards. And so I think unless you put in place excellent mentoring arrangements to let that young person feel like they've got proper access to someone.
[00:12:38] It was interesting, I saw, I quite liked it, that the arts minister in New South Wales has said, they're gonna mandate a young person on each of I think the top six arts institution boards to get an understanding. And you know what? I think that's great and I, I haven't spoken to John Graham about it, but I think if I did, I would suggest that you make sure there's good mentoring for those young people and to be honest, I don't think it is to say to the chair, "you need to take this person under your wing" is really tricky.
[00:13:08] I would suspect if you looked at the chairs of those top six arts institutions, they probably have very tricky diary schedules. And if you don't have someone who has a lot of time to be able to give, to mentor that person closely, I think I was really lucky that the one thing that I've always loved and I've been 21 years at Herbert Smith Freehills, which by the way is gonna be Herbert Smith Freehills Kramer as of 1 June, or probably when this podcast comes out, that the reason I am still at this firm is because of the opportunity it's given me.
[00:13:39] So, when I was 25, the partner I worked for Miles Bastick could have easily said, "I am sorry. The policy says lawyers are not able to be board directors."
[00:13:51] I think at the time there probably was that policy, but he fought for me to be allowed to do something that he could say I really wanted to do and gave me passion in life. And the thing that he did as well is, is he trusted me that I wouldn't let my work life down by taking on this extra thing.
[00:14:11] And so when I think about it is I always had that mentor from day one that every time I've ever been worried about something, I had an issue literally last week at Carriageworks and I still went to him to say, "Hey, this is something I think you know about and you've got 20 years more experience than me. Would you mind giving me your view on how you would deal with it?" And I was so lucky to have those people around me and could value that.
[00:14:37] So, I think again, if we're currently going to look for someone on our Carriageworks board, but I'd like them actually to be, I think an arts executive. So, someone who'd say, been a CEO of an arts organisation who might have ticketing experience or experience on how to work with exec in arts organisations rather than an artist themselves. Because I think they will then have a skillset that will be much, much more relevant to what they do. You've gotta remember as well as a board, we can still access the people who are our stakeholders.
[00:15:10] So, I really love that what we're gonna do at ReachOut is rather than have a board member that is a youth ambassador anymore, we're gonna make sure that our CEO spends lots of time speaking to our youth ambassadors about what do they want, what do they need? Being very transparent about our strategy. So that we actually do hear from them as to do they think what we're doing works or doesn't work? I don't think they have to sit on a board to be able to get that utility from them.