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Not-For-Profit vs Listed Governance
Kogan.com and Life Without Barriers Chair Greg Ridder on NFP governance complexity, client-centricity when clients can't advocate, and director selection.
Richard Conway
Jan 24, 2026
"I find when I talk about these two organisations which prima facie comparable in revenue terms, that the inclination of people is to put more emphasis on Kogan in terms of complexity and scale. When in fact, I think the reverse is true, and substantially so."
I recently spoke with Greg Ridder about the myths and realities of listed versus not-for-profit governance. Greg brings a unique dual perspective to this conversation—as Chair of Kogan.com, the listed e-commerce retailer with $500M+ revenue, and as Chair of Life Without Barriers, a $1B+ not-for-profit providing human services across disability, aged care, and foster care.
Greg's central observation challenges a widespread assumption in governance circles: that commercial governance is inherently more sophisticated than NFP governance. Through his experience chairing both organisations, Greg explains why this assumption is fundamentally wrong.
Why NFP Governance Is More Complex Than You Think
When comparing Kogan and Life Without Barriers, the surface similarities are striking—both organisations generate comparable revenues in the hundreds of millions of dollars. But Greg explains that the operational realities couldn't be more different.
Kogan, despite handling 20 million SKUs, runs algorithmically with fewer than 200 staff in Australia. All transactions flow through one checkout into one account. The governance challenges, while real, are relatively contained.
Life Without Barriers, by contrast, employs 12,000 staff serving 25,000 vulnerable clients across Australia. These are human beings who often cannot advocate for themselves—children in out-of-home care, people with disabilities, individuals requiring aged care support.
"You've got a distributed workforce you have to apply governance at the frontiers," Greg explains. "So how do things trickle from the board to someone on the front-line who's a disability service worker, operating in a home somewhere, or is a social worker or a psychologist dealing with children in out-of-home care?"
This distributed governance challenge represents fundamental complexity that doesn't exist in algorithmically-driven organisations. Every frontline worker must embody the board's values and governance principles in situations far removed from boardroom oversight.
Two-Way Governance with Indigenous Communities
Beyond operational distribution, Life Without Barriers faces governance challenges that few commercial organisations encounter. As the only human services organisation in Australia with an Elevate Reconciliation Action Plan, Life Without Barriers engages deeply with Indigenous Australia.
This work introduces what Greg calls "two-way governance" - an approach that very few organisations are grappling with at all.
The context matters: Aboriginal and Torres Strait Islander children are disproportionately represented in out-of-home care. Life Without Barriers works with peak bodies like SNAICC to ensure these children remain culturally safe, close to family and kin, close to their heritage and connection.
Greg explains that this work requires reimagining governance itself: "How does it look in terms of what we have to fulfil for our obligations at ASIC, ACNC, the funders, the states? And how do we marry up these ways of thinking that gives scope and latitude to get the right voice of the client to really be heard and to land in an appropriate way?"
This isn't theoretical governance philosophy. Life Without Barriers has two Indigenous directors on an eight-person board, and the organisation actively considers what governance would look like if it were entirely Indigenous-controlled, while maintaining regulatory compliance with ASIC, ACNC, and multiple state funders.
What Client-Centricity Actually Demands
Perhaps Greg's most provocative insight concerns what happens when organisations truly put clients at the centre of decision-making.
"I think in the commercial world we say, 'Oh yes, we're customer centric or we're client centric.' But it's degrees of truth and focus," Greg observes. "But when you start to discover that your client can't represent themselves, can't necessarily speak for themselves, maybe 1 year old, how does one focus on that?"
This question has practical governance implications. When clients cannot participate in satisfaction surveys, cannot lodge complaints, cannot choose alternative providers, the governance oversight mechanisms that work in commercial contexts become inadequate.
The question extends beyond client rights to human rights. Greg notes that this fundamentally changes how boards must think about risk, about performance, about stakeholder engagement.
Director Selection and Cross-Sector Skills Transfer
Greg discusses the practical challenge of director recruitment for large NFPs: "We are looking for unicorns. Because we need as a board to run a billion-dollar organisation with razor thin margins. And we've gotta get that right. But at the same time, we want that expertise. We want the big heart, but the brain that can calibrate that big heart into the work that we do."
Greg offers candid insights about which governance skills transfer successfully between sectors. He believes many people can learn from corporate experience and make the transition to NFP governance. The reverse journey, however, is often harder.
"I suspect it's often harder going the other way. And I think that's probably partly attributable to a perception of 'those people won't cut it,'" Greg observes. "I've seen some of the most outstanding executives in the not-for-profit world. They don't always have to deal with the same board dynamics or regular reporting dynamics and things like that. But it's kind of a shame because there's an abundance of talent out there and we don't always go and look in all the places."
For directors considering cross-sector moves, Greg's first lesson is about "unlearning"—specifically, unlearning sector-specific expertise to identify broader governance capabilities. He had to learn that he wasn't just a packaging industry expert but rather had broader skills that could apply across forums.
Moving into NFPs requires what Greg calls "higher empathy" without leaving your brain at home. The funding pressures are real—every state government says there's not enough money, the NDIS faces constant pressure, and the funding envelope continues shrinking. NFP boards must marry service offering to available funding whilst maintaining service quality.
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 Greg Ridder, Chair of Kogan.com, Life Without Barriers, and Bridge It, about the myths and realities of Listed versus NFP governance.
[00:00:14] Richard: Welcome to Minutes by boardcycle. I'm your host, Richard Conway, and today my guest on the podcast is Greg Ridder. Greg is an experienced Chair and Director of both for-profit enterprises as well as not-for-profits.
[00:00:27] Richard: Currently on the commercial side, Greg chairs online retailer Kogan.com while on the NFP side, Greg's the Chair of Life Without Barriers, which is an organisation providing a wide range of support services for people in need, and Bridge It which provides housing and support for young women and gender-diverse people.
[00:00:47] Richard: Welcome Greg.
[00:00:49] Greg: Hello, Richard. Pleased to be here.
[00:00:51] Richard: So Greg, today I wanted to talk to you about some of the myths and realities of listed governance on the one hand versus NFP governance on the other. And I wanted to talk to you about that because obviously, although Kogan and Life Without Barriers, for example, are very different organisations, there are some similarities that you might be able to draw between them.
[00:01:14] Richard: So they're both very large organisations with revenues in the hundreds of millions of dollars and quite complex in terms of operations as well.
[00:01:23] Richard: So to open up with quite a general question, I'd be interested in asking you what you have found as a chair of both of those organisations, similarities, and what are differences and are there particularly surprising similarities or differences?
[00:01:39] Greg: I find when I talk about these two organisations which prima facie comparable in revenue terms, that the inclination of people is to put more emphasis on Kogan in terms of complexity and scale and so on. When in fact, I think the reverse is true, and substantially so.
[00:01:58] Greg: They're very different organisations. So, Kogan while it might have in excess of 20 million SKUs, it runs a platform, it sells its own products, it has some verticals where it sells, insurances and credit cards and travel and all sorts of things, phone plans, internet plans.
[00:02:17] Greg: It essentially is an algorithmically-run organisation, and it runs, certainly in Australia, with fewer than 200 people. And all the transactions pretty much go through one checkout into one account and you know where, and we know who bought because we, we know where they want things delivered and all of that sort of stuff. We are governed by all of their email addresses and so on.
[00:02:42] Greg: So, it's got a lot of transactions, but hasn't got a lot of diversification in how it processes all of those transactions. And of course it's ASX listed, so that comes with a whole set of governance requirements, peculiar to being a listed organisation. And like any organisation, we have regulators ASIC and so on.
[00:03:01] Greg: But we also have some really close attention to things like the Spam Act. The ACCC, really close attention to truth in pricing and stuff like that.
[00:03:14] Greg: If I contrast that to Life Without Barriers, Life Without Barriers has in excess of 12,000 staff. 25,000 clients who happen to be human beings. It's a human services organisation. So, the implication there is, you've got a distributed workforce you have to apply governance at the frontiers.
[00:03:35] Greg: So how do things trickle from the board to someone on the front-line handling who's a disability service worker, operating in a home somewhere, or is a social worker or a psychologist dealing with children in out-of-home care?
[00:03:49] Greg: So, we've got enormous regulation. We've got a high attention not just to client rights, but to human rights. We have stakeholders who are the individual, but they're also their family or their designated support. And so, it keeps getting more complex. The funding mechanisms are both federal and state depending which business stream you're in, you're dealing sometimes in very political space.
[00:04:14] Greg: Our CEO does have a direct line to the relevant minister in, in each of the jurisdictions. And we also, at Life Without Barriers, are the only human services organisation in the country that has an elevate RAP - reconciliation action plan. And I think there are only about a dozen in the country of all providers.
[00:04:36] Greg: And that takes us into deep engagement with Indigenous Australia. And it takes us into a sense of governance, which makes us think much more about two-way governance. Which very few organisations are dealing with at all. And you don't get really much precedent there to work from.
[00:04:56] Richard: Can you elaborate on that, Greg? What you mean by two-way governance?
[00:05:00] Greg: So, as an example, well the origin of this at Life Without Barriers is: we deal with out-of-home care. So, basically children who have been removed by court order from their homes for various reasons placed in care under the auspices of the state that they're in.
[00:05:17] Greg: We, as a practitioner then fulfill work on behalf of government to look after those young folks anywhere from zero to eighteen. And there is a disproportionate, representation of Aboriginal and Torres Strait children in that cohort, which is its own tragedy.
[00:05:36] Greg: And we are working with the peak bodies like SNAICC who represent indigenous children's interests, and peak bodies within our sector.
[00:05:45] Greg: Basically to say that those children should be culturally safe, close to family and kin, close to the places that they come from for their own heritage and connection. And therefore organisations should be Aboriginal-controlled community organisations, not our own.
[00:06:03] Greg: That means that we also would expect, and indeed we have, Aboriginal representation on our board. Two of our eight directors are Indigenous and we work towards if we were an entirely indigenous organisation, how might governance look, but how does it also look in terms of what we have to fulfill for our obligations at ASIC, ACNC, the funders, the states.
[00:06:30] Greg: And how do we marry up these ways of thinking that gives scope and latitude to get the right voice of the client in this case the young people or indeed any Indigenous Australian in our care. To really be heard and to be to land in an appropriate way.
[00:06:47] Richard: Yep. I think from what you've said, one observation I'd make, kind of going back to your original opening was that you very often hear this assumption that commercial governance is more sophisticated somehow than NFP governance, but the picture you've painted there is a very complex picture at the Life Without Barriers scenario.
[00:07:09] Richard: So, I wanted to ask you whether you think there's a lot for the kind of corporate and commercial world to learn from how NFPs are approaching their governance challenges?
[00:07:20] Greg: The NFPs, they're many and varied in there, but if we can confine ourselves to life without barriers, very large and diverse organisation, there are lessons to be learned. I've learned them myself because I came out of sector and said, well, what the, what do I know about disability? And you want me to chair this thing? And it's been the most exceptional learning curve for me over the last four years.
[00:07:43] Greg: There's no doubt I've really sharpened attention to: what does it mean to put the client at the centre of our thinking in every decision? I think in the commercial world we say, "Oh yes, we're customer centric or we're client centric." But it's, it's degrees of truth and focus.
[00:08:00] Greg: But when you start to discover that your client can't represent themselves, can't necessarily speak for themselves, maybe 1 year old, how does one focus on that? And it's not just about client rights, it's about human rights. It's about, how do we hold our values as an organisation inside the construct of excellence and being an exemplar in risk and in practice governance.
[00:08:28] Richard: Greg, one thing that occurs to me there is what your expectations can be of your fellow directors in an NFP versus a commercial scenario. And, and obviously there are NFPs that pay their directors. But in many NFPs the directors of volunteers.
[00:08:46] Richard: And so, are your expectations any different of the directors when they're a volunteer and particularly if they're a volunteer director of a very large and complex NFP, which as you've painted has all the issues if not more of any large corporate where they would be paid, getting paid for that job.
[00:09:07] Greg: I think we should be clear, at Life Without Barriers, we do pay our directors and we do reference like a commercial organisation would, to an appropriate reference group. That's somewhat a hybrid of not-for-profits and commercial organisations. And we, just for the sake of, how do we get there?
[00:09:25] Greg: We don't, when we create the cohort of comparison and use a professional firm to go and do that. We also then say, well, we are a not-for-profit. We haven't got equity to play with. We actually remove bonuses from the system and have straight base pay.
[00:09:40] Greg: So we pay our executives well. We pay them against that reference group I mentioned. But when we pitch to the commercial world, we only pitch at, say, the 25th percentile.
[00:09:54] Greg: So that we are recognising that we're in a different zone. And we don't have the full repertoire of having to talk to equity markets and funders in the same way. But there's a different set of skills that comes as well. But for directors we draw similar parallels. We're a bit below what you would see. I'm paid well at Life Without Barriers, but I'm paid, you know, quite, quite a bit less than at Kogan, for example. I don't shy away from that.
[00:10:21] Greg: I think we are demanding of our directors substantial expertise, substantial time and drawing on them in every professional capacity we can. And we always say we are looking for unicorns. Because I need, we need as a board to run a billion-dollar organisation with razor thin margins.
[00:10:45] Greg: And we've gotta get that right. It's gotta be sustainable, it's gotta be on the money all the time. But at the same time, we want that expertise. We want the big heart, but the brain that can calibrate that big heart into the work that we do.
[00:10:59] Greg: And so, we see great CVs for directors, but we always end up choosing for values. That values alignment is the absolute obligation of what we are looking for. And when that happens, kind of a bit of the magic happens, I think, in how that board gets on and makes good decisions and works for excellent outcomes.
[00:11:20] Richard: And Greg, last question on this. How transferable do you think the governance skills are across from commercial to NFP or the reverse? Obviously, you've done that transition. Was that challenging for you? What were the key areas that you needed to sort of upskill or learn about when you were moving into the NFP space?
[00:11:41] Greg: Definitely, on that transition, I mean, if I go back to my own journey, I had to unlearn a few things I thought about myself for my own transferability from being. And this is going back a long time now. I thought I was a packaging industry expert and therefore there was a sector that I thought was the most likely place I would be attractive to.
[00:12:05] Greg: And I had to learn that I had a broader set of skills and what those were and how they might apply. And once I kind of worked that out, I could understand that I could play in different forums. And became attractive to certain others.
[00:12:18] Greg: So, that's the first unlearning is: find the broader, more applicable attributes of oneself to go and apply. But you've gotta have, I think if you're going into the not-for-profit world, more likely that it's people with higher empathy, higher likelihood, but you can't leave your brain at home.
[00:12:38] Greg: It's hard. The funding is getting harder. Every state government in this country says there's not enough money to go around. If you're in disability like I am as well we can read almost daily the travails of the NDIS and the pressures that that brings. So, we can see a perpetually shrinking funding envelope, which means we have never-ending pressure to live inside that.
[00:13:03] Greg: So how will we marry the service offering to meet the funding. And at what point may we have to say we can't offer an appropriate level of service inside that envelope? But those pressures are everywhere in the sector at the moment.
[00:13:18] Greg: But going back to the skillset, I think there are many people who can learn from their corporate experience and make that transition. I suspect it's often harder going the other way. And I think that's probably partly attributable to a perception of “those people won't cut it”. I've seen some of the most outstanding executives in the not-for-profit world. They don't always have to deal with the same board dynamics or regular reporting dynamics and things like that. But it's kind of a shame because there's an abundance of talent out there and we don't always go and look in all the places.