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Effective Transformation Governance
How should boards oversee corporate transformation? Julie Coates, former CSR CEO and Wesfarmers director, on governance structures and board oversight.
Richard Conway
May 31, 2026
Note: Julie Coates was interviewed in September 2025. Since this interview, Julie has ceased to be a director of the Green Building Council of Australia and has been appointed as a director of Scentre Group.
"All transformation should come from strategy."
I spoke with Julie Coates, Director of Wesfarmers and Scentre Group and former CEO and Managing Director of CSR Limited, about what effective governance of a major corporate transformation actually looks like - from both sides of the boardroom table.
Julie's starting point is that transformation must be grounded in a clear strategic rationale - and it's that discipline, applied consistently from the executive suite through to the boardroom, that determines whether a programme creates or erodes value. Having led the OneCSR transformation at CSR before its acquisition by Saint-Gobain, and now overseeing transformation programmes as a non-executive director, Julie brings a rounded view of what good governance looks like at every level.
The Board's Role Is Oversight
Julie is unambiguous about where the line sits. The board's role in a transformation programme is oversight - trusting management to execute while verifying that what management says is happening is actually happening. The work of driving and tracking the transformation belongs to management, supported by a steering committee and program management office with clear accountability structures.
What Good Governance Infrastructure Looks Like
The governance structure Julie put in place at CSR had four layers: board oversight through a trust-and-verify model; a management board that owned delivery; a steering committee chaired by Julie with each direct report serving as a business sponsor; and a program management office that tracked all individual project workstreams. She argues this kind of infrastructure is not optional - without it, the quality of outcomes will be inferior and management loses early visibility of what is going wrong.
The Right Information for the Board
When transformation business cases reach the board, Julie expects management to present not just their recommended option but also the other options considered, why they landed where they did, and a clear assessment of implementation risks and proposed mitigations. This gives directors the confidence that management has genuinely thought things through - and gives the board a more productive basis for engagement than endorsing a single recommendation.
What Good Board Questions Look Like
Julie's view is that the most productive questions from non-executive directors are those that seek to uncover what management has already worked through and, therefore, reveals whether there are gaps that warrant further exploration. Questions that ask what options were considered, what trade-offs were weighed, and what would be needed to pursue a different path give management the opportunity to demonstrate the depth of their thinking. The same principle applies when the board suspects a course correction may be needed - rather than stating that view directly, asking questions will usually surface the relevant reasoning.
When to Put Checkpoints In Place
If the board wants to maintain closer oversight at key stages of a transformation, Julie recommends establishing agreed checkpoints: what the board would need to see, and what decision would follow depending on the answer. This gives the board structured visibility without crossing into management territory.
The Pace of Change Is Only Getting Faster
The need for transformation capability has been real for some time. But Julie notes that AI has stepped up the pace significantly in the last twelve months alone and that transformation governance needs to adapt to that. Organisations need to develop an agility muscle as a core capability - and will need to drive change on timelines considerably faster than was typical even a few years ago.
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] Intro: Welcome to Minutes by boardcycle, where in each episode we pack the insights from one of Australia's boardroom leaders into just a few minutes.
[00:00:10] In this episode, host Richard Conway, talks to Julie Coates, former CEO and Managing Director of CSR and Director of Westfarmers, about how to provide effective governance over major corporate transformations.
[00:00:26] Richard Conway: Hello and welcome to Minutes by boardcycle. I'm your host, Richard Conway, and today I am joined by Julie Coates. Julie, welcome to the podcast.
[00:00:34] Julie Coates: Thanks, Richard.
[00:00:35] Richard Conway: Julie is a Director of Wesfarmers and the Green Building Council of Australia. She's the former CEO and Managing Director of CSR until its recent takeover. And prior to that was Managing Director ANZ at Goodman Fielder, and held a number of C-suite roles at the Woolworths Group.
[00:00:51] Julie's led a number of major business transformations, including the OneCSR program. So, today we're going to talk about transformation governance. So Julie, as CEO of CSR, your OneCSR transformation programme delivered impressive results and that ultimately contributed to the acquisition by Saint-Gobain a significant premium. So briefly, could you outline why that transformation was needed and what was involved?
[00:01:21] Julie Coates: All transformation should come from strategy. And so, as a new CEO and Managing Director, the first thing that I did was to go in and develop a new strategy, and I did that working with the management team, but also taking the board on the journey on several touch points in relation to what our strategy might be moving forward, what that meant the work to be done would be within the organisation? What was the skills, capabilities, technology, ways of working that we needed to change? And then, how we needed to organise ourselves to execute on that.
[00:01:58] And that includes your organisational structure but also your operating model, and ways of working, as well as the governance that you need to put into your structure to drive the change, to deliver on the strategy.
[00:02:12] So, that's kind of at a high level what was done. As you said, it was kind of one CSR approach in that each of the business units had been relatively successful in their own right, but the business was yet to maximise value for all stakeholders. So, the shareholders, the team, and customers by going to market as OneCSR. So, CSR has got considerable assets that was there well before I got there. The brands are fantastic. There's great customer base, terrific passionate team, and a well-developed production capability.
[00:02:48] What was kind of missing in that was, how did you be more effective and efficient by getting rid of the silos, the duplication, the overlap. And leveraging the value that could be created by being one CSR and doing that in a way that creates rather than erodes value, because there could be a downside in doing that.
[00:03:11] But focusing on how you drive the top line and the growth. How you become more efficient. And then as a result of that, obviously the margin at the bottom line grows. And so, most of it was about what I would call streamlining. So, we reorganised the team, we developed a world class supply chain and made considerable investment as part of that in a CRM system, project tracking, a transport management system, and in our manufacturing capability. And so, in essence, that's what it was about.
[00:03:44] Richard Conway: And so, Julie, I think you are describing a very substantial and complex change program there and so, I'm imagining that the board wanted to be kept pretty up-to-date on what was going on there. But also there was lots of work that needed to be done as well.
[00:04:01] So, what were some of the governance structures that you put in place to keep the program on track and to make sure that the board was getting what it needed without that becoming a distraction to those who needed to actually execute the program?
[00:04:16] Julie Coates: Yeah, look, I think it's a really good point and probably key was that, I was put into the role to drive the transformational change by the board.
[00:04:28] So, it wasn't like I came in and said, "Oh look, we need to change some things" and the board went, "Oh, hang on a minute." Actually, no, the board put me in the role because that's exactly what they were looking for and because they felt there was a need for change.
[00:04:41] So, I didn't have to do the kind of convincing that you might have to do as a new Managing Director. So, that's probably the first thing to say is that we were aligned, as a board.
[00:04:52] And so, then from their perspective, they needed confidence around how I then organised the team and the governance, as you say, to deliver on that.
[00:05:02] So, being very clear right from the get-go about what the board's role was in relation to driving this change, and that was as a largely a role of oversight, and trusting, but verifying ,that what we were saying we were doing, we were doing.
[00:05:16] Then there's the management board and the role that they had in clearly leading the change and driving the change and tracking the KPIs as part of that.
[00:05:26] Then I established a steering committee that I was the chair of, and the CFO was fundamental to, and then each of my direct reports were business sponsors on each of the programs of work.
[00:05:37] Which takes us to the, I established, which didn't exist at CSR, a extensive program office that ran all the projects within that that linked to driving the transformational change.
[00:05:49] And I think, you know, that's really important and that was something that I had also implemented at Goodman Fielder to drive transformational change there. And something that I was part of, but frankly learned a lot in my time at Woolworths - Woolworths developed a real capability around driving transformational change.
[00:06:08] Richard Conway: Yeah, and Julie, with those structures, should we rightly think about those as sort of evolving as the project goes on? Because I guess one thing that can happen potentially with those things is that they add a layer rather than adding a benefit. So, do you tweak and adjust the way that those structures work as you go along?
[00:06:29] Julie Coates: Yeah, always. Like, all things you need to tweak and adjust. But I would argue quite strongly, I don't know how you'd drive transformational change without some sort of infrastructure and organisation that manages the change.
[00:06:44] And so, I think in the end, it's much more efficient and effective to have those program management structures in place because the quality of the outcome will be far superior as a result of that. And you also, you also know what's going wrong or off track very quickly in the process, and that's very important to know as management.
[00:07:09] Richard Conway: And obviously, one aspect of setting up these systems and forums is to distinguish between the change and the BAU and allow BAU to kind of be less disrupted by it. But how do you - obviously a part of the objective of the transformation is to disrupt the BAU eventually anyway - how do you balance, not needing to keep the business running effectively and meeting your targets, etc. while doing these transformation programmes and bringing everyone along on the journey at the same time?
[00:07:42] Julie Coates: I think that's really important insight into the challenge, but actually that's the job of the Managing Director. So, your job is to run the business and perform and deliver for all stakeholders for the short term, and at the same time, change and evolve the business and drive the strategy in order to secure the long term.
[00:08:06] And I think that's the real skill of an effective Managing Director. You don't always get it right. You know, there were times where I think we moved a bit quick on some of that and you know, needed to slow down. But it's kind of the job and actually the board needs oversight of both.
[00:08:25] So, when you're reporting to the board, you need to make sure you are telling them about what's happening with running the business and how it's performing each month. And at the same time what progress you're making on the transformational change, what's working well, but also being very transparent with them about what's not.
[00:08:41] And I think, most non-executive directors respect that.
[00:08:44] Richard Conway: Yeah, that's a good segue because I wanted to ask you now that you're in non-executive roles, what do you think the board should focus on when they're looking at these transformation projects? What are the key things that they should be sort of digging into with management versus letting management do the work?
[00:09:02] Julie Coates: Yeah, well, the first thing I'd say is they need to let management do the work. That is the job of management. They need to trust, but also verify that that work is being done.
[00:09:13] So, working with management on what are the key things they want to see on a balanced scorecard that will measure progress or challenges in executing the change.
[00:09:25] And I think it starts right from the get-go. So, if the steering committee process is working well, then by the time management come to the board, they've got well developed business cases of where they want to invest and what they want to do.
[00:09:38] So, all of those decisions, depending on your delegation of authority, will go to the board at some level. When it comes to the board, I think it's important that management explains where this business case fits into the overall strategy that they've signed off on.
[00:09:53] So, why this is important and make sure that the board has got all of the information they need in order to make a decision about whether this should proceed or not.
[00:10:03] And as part of that, I think it's important that management lays out all of the options they considered. Not just the one they're presenting. And why they've landed on the one they have. Because I think that gives Directors confidence that management have thought it through.
[00:10:18] I think it's important to have a very well thought through list of risks. So, what are the risks to the implementation of this project and what is management suggesting needs to be done to mitigate those risks?
[00:10:34] So again, the board gets confidence that management has thought that through. So I think management's got a role to play here to make sure the board's got all the information that they need in order to make the decision, but also all the information about what else was considered and what management is focused on to ensuring that the execution of this is successful.
[00:10:56] I think sometimes the easy and the kind of, in my view, the lazy question from non-executive directors is: can you go faster with less money? Like it's unhelpful. So management need to lay out for the board what were the options that were considered to go faster, and with less or more money and why they landed where they did. So, a better question from a non-executive director is what were the things you considered? Or what would you need to do in order to go faster or to spend less money? And what would be the implications of that? I think that's important.
[00:11:36] And so, it requires management to be very disciplined, but it also requires non-executive directors to be very disciplined in the questions they ask. Because I think that question, can you go faster with less money is quite offensive for a high performing management team because they will have considered that.
[00:11:52] Richard Conway: Absolutely. And Julie, obviously with these kind of projects, you have a plan and probably then the only thing you know at that point in time is things are not going to go exactly to that plan.
[00:12:02] As a Director, how do you monitor and understand when there are going to be scenarios where management just needs more time to work through things. They need some patience from you, but there are also going to be times where, whether management realises or not, there needs to be a course correction or a change. And how do you assess when you're in which zone, as a non-executive director and push management to change course if you think that that's where they need to go?
[00:12:31] Julie Coates: Yeah. Look, I think it comes back to just asking really good questions. So, I think in the second scenario of where you think there's a change of course. Just making statements in relation to that is probably unhelpful because management will have considered it. Even if they're not presenting it, they will have considered it.
[00:12:50] So again, finding out why management aren't suggesting that there's a pause - why haven't they done that?
[00:12:58] So, it kind of comes again to the quality of the questions and the amount of thinking that's gone on before management get into the board meeting. I think, nine times out of ten management will have thought it through.
[00:13:13] So, then it's a matter of putting some checkpoints in for the board around what they would need to see and what specifically, what purpose that would serve and what decision would be taken depending on what the answer is, about go or no-go or you know those, I think that's quite important.
[00:13:35] Richard Conway: Yes. And Julie, a last question I wanted to ask you on this is, I guess in a world where things are changing very rapidly, do you think that transformation skills are just need to become part of a company's DNA, going forward? I guess obviously there are big transformations that need this kind of specific governance, but does it just need to be part of organisational muscle that they can do these kinds of things on an ongoing basis?
[00:14:03] Julie Coates: Yeah, absolutely. I think the need for the ability to think through the transformational change required and to be executing organisations has been there for a while.
[00:14:14] So, I think that's been true for some time because nothing stands still. I think, in the last look, 12 months, even the pace of that has stepped up with AI. And so, organisations need an agility muscle that they haven't had. Well, they've always needed, but I think it's kind of a fundamental as we go forward.
[00:14:37] So, the answer to your question, Richard, in kind of in a nutshell is, yes. But in ways that are even more agile than what I've talked about. The programme I've talked about was over a period of four to five years. I mean, I think organisations are going to have to drive change a lot quicker than that. And that's going to be a critical success factor.