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Trusted governance advice for Boards, directors and senior executives.

Strong governance is no longer optional. Increased regulatory scrutiny, higher personal exposure for directors, and greater public and media accountability mean Boards must be confident their governance frameworks, decision‑making processes and oversight arrangements are fit for purpose.

Mellor Olsson advises Boards, Chairs, directors and executive teams on governance as it operates in practice. We work with organisations across South Australia and nationally, including corporates, not‑for‑profits, statutory bodies and public sector entities, to strengthen governance capability, manage risk and support effective Board performance.

Our governance services are delivered by senior lawyers with deep experience advising organisations under scrutiny. We combine legal rigour with a practical understanding of Board dynamics, regulatory expectations and the realities of decision‑making at Board and committee level.

Service Offering

Governance Advisory & Director Duties

We advise Boards and directors on their governance responsibilities, personal exposure and legal obligations under the Corporations Act, the Associations Incorporation Act and sector‑specific regulatory frameworks.

Our advice covers:

- directors’ duties and personal liability
- fiduciary obligations, conflicts of interest and probity
- regulatory compliance and enforcement risk
- governance responses to emerging or material issues

We support Boards to make informed decisions that withstand scrutiny from regulators, stakeholders and the public.

Board Effectiveness, Structure & Performance

Effective governance depends on how Boards are structured and how they operate.

We conduct confidential Board and director effectiveness reviews and advise on:

- Board composition and skills mix
- governance structures and role clarity
- committee structures, mandates and reporting lines
- Board, Chair and committee dynamics

Our reviews provide practical, constructive recommendations to strengthen accountability, oversight and performance while preserving trust and independence.

Board & Committee Operations

Clear processes, documentation and frameworks are essential to effective governance.

We assist Boards and Company Secretaries with:

- Board and committee structures
- agendas, Board papers, minutes and decision records
- delegations and governance frameworks
- D&O insurance and liability considerations
- compliance modelling and reporting frameworks
- review and updating of Constitutions, policies and procedures

Our focus is on governance processes that support good decision‑making and provide appropriate protection for directors and the organisation.

Board–Management Interface & Strategic Oversight

Tension between governance and management is a common source of risk.

We advise Boards, Chairs and executives on:

- Board–CEO relationships
- information flow and escalation
- decision‑making authority and accountability
- governance oversight of strategy and performance
- managing difficult or sensitive issues at Board level

This work helps Boards maintain effective oversight without over‑stepping into management, while supporting clarity and accountability across the organisation.

Training, Reviews & Investigations

We deliver practical, senior‑level governance training and support Boards through sensitive or high‑risk situations.

Our services include:

- Board induction and refresher programs
- Audit & Risk Committee briefings
- governance fundamentals for executives
- Chair‑focused governance sessions
- internal investigations involving governance, compliance or workplace issues
- employment law advice with governance implications

Training and investigations are grounded in current legal obligations and informed by real‑world governance experience, with a strong emphasis on judgement, risk and behaviour.

Governance Advisory Retainer

Our Governance Advisory Retainer provides structured, subscription-based access to senior governance advice, helping Boards, Chairs and executives make informed decisions with confidence.

What the retainer provides:

- Up to one hour per month of senior governance advisory support
- Flexible access via phone or Microsoft Teams
- Practical, experience-based guidance on live or emerging issues
- Direct access to senior lawyers with deep board and governance experience

The retainer is designed for real time discussion and decision support. Where formal legal work is required, such as written advice or drafting, this is clearly scoped and quoted separately.

It is ideal for organisations and individuals seeking trusted governance judgement, rather than volume based legal support, including:

- Board Chairs and directors
- CEOs and senior executives
- Company Secretaries and Heads of Governance
- Family and closely held businesses with advisory boards
- Not for profits, statutory bodies and industry organisations

Investment:
$500+GST per month

To discuss whether the Governance Advisory Retainer is right for your Board or organisation, please contact our team.