In the 2021 Bergin Inquiry into Crown Resorts, Commissioner Bergin described corporate governance as “the internal structure by which a company operates and remains accountable to the public and its members.” He emphasised the importance of culture, defining it as “what people do when no one is watching.”
Similarly, High Court Judge Madison Hayne KC, in the Banking Royal Commission, highlighted the critical role of culture in governance failures. Effective corporate governance isn’t just about compliance—it’s about cultivating a culture of responsibility, integrity, and ethical leadership that safeguards an organisation’s future.
The Cost of Governance Failures
When corporate governance fails, it is the people the organisation serves who ultimately suffer. In the case of Club mismanagement, members risk losing:
- A valuable asset that has been built over generations
- A place of camaraderie and fellowship
- A financial resource that supports their community or sport
Sadly, many Clubs have fallen into decline due to a lack of governance awareness or understanding, leading to poor decision-making and financial instability.
For over three decades, I have conducted corporate governance workshops to bridge this critical knowledge gap. While legal compliance is essential, true governance goes beyond rules—it’s about embedding principles that shape an organisation’s culture, leadership, and accountability.
Key Principles of Corporate Governance
Good governance requires a commitment to ethical leadership and an understanding of the key responsibilities of directors and committee members, including:
✔ Acting in the best interests of the Club and its members
✔ Avoiding conflicts of interest and declaring them when necessary
✔ Maintaining confidentiality and integrity in board discussions
✔ Ensuring financial and operational transparency
✔ Protecting the Club’s brand and reputation
✔ Upholding respectful relationships with stakeholders
Club administration should operate as a collegiate structure, not a dictatorship. Collaboration, accountability, and adherence to governance principles are essential for long-term success.
The Responsibility of Board Members
A common governance mistake is assuming that reliance on independent advice absolves directors of responsibility. In a notable case, directors were found negligent for failing to thoroughly review an audit report from one of Australia’s top four accounting firms, which was later proven incorrect.
To prevent such failures, Boards must:
🔹 Critically evaluate independent advice to ensure credibility
🔹 Read and understand all reports before making decisions
🔹 Apply their own knowledge and judgement when assessing recommendations
Corporate governance is not just about meeting compliance obligations—it’s about creating a culture of trust, responsibility, and ethical leadership. Whether in large corporations or community Clubs, strong governance ensures long-term success, protects stakeholders, and upholds the values that define an organisation.
Enhance Your Club’s Governance in 2025
To discuss corporate governance training tailored to your Club’s needs, or to learn more about our hands-on, practical governance solutions, please reach out today.
About the Author
John Dickson is the Founder and Executive Chairman of DWS Hospitality Specialists. With over 40 years of senior management and consulting experience in the hospitality and leisure sectors, John specialises in:
- Strategic Planning
- Corporate Governance
- Business Structure & Compliance
- Workshop & Training Facilitation
📩 Learn more about John here, or contact John Dickson at john@dws.net.au to discuss your Club’s governance and strategic planning needs.
