Directors work at the nexus between management and key stakeholders.  Their governance role includes oversight and setting the organisation's strategy, risk tolerance, policy, and culture. Management is about executing day-to-day operations.

Governance frameworks can span all governance, or just certain elements (e.g. Risk Governance).  Great frameworks provide clarity on how stakeholders, governance and management roles work together to collectively they ensure organisations can meet their mission and objectives effectively.

Frameworks should be designed to balance the interests of the organisation as a whole including all of its stakeholders such as shareholders, funders, members, customers, its workforce, suppliers, the environment and the community it serves.  To do this they usually cover:

"​Governance is defined as the rules, relationships, and processes that direct and control an organisation."

Justice Owen - HIH Royal Commission

• Purpose - Which policies or compliance obligations does the framework support and the overarching intent.
• Governance structures - How the framework sits within the broader governance elements such as Board/Management committees and the scope.
• Roles and responsibilities - Specifying the various roles and expectations of what needs to be done and what authorities have been delegated.
• Principles - How the organisations Values are applied in context of the framework. 
• Processes - What needs to be undertaken to support the intent of the framework.
• Reporting - What needs to be monitored and reported for oversight of the framework.
• Review - How, when and what gets reviewed to ensure continual improvement and fit-for-purpose.
• Communication - What should be communicated to relevant stakeholders.

Good frameworks focus on getting the human elements right because poor governance can lead to unchecked power imbalances, mismanagement, unwanted surprises, lack of agility and resilience ultimately leading to adverse outcomes for all stakeholders.

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