Over the years, as part of senior leadership teams and in working closely with boards, I have seen governance from both sides — as something leaders are accountable to, and as something that can actively help an organisation perform better. That experience has shaped my view that governance is not simply about policies, approvals and compliance. At its best, it creates the clarity, accountability and confidence that leaders and teams need to make good decisions and deliver the organisation’s mission.

Good governance is not simply about controlling an organisation. It is about creating enough clarity that people can act with confidence.

I have seen the opposite as well. When roles are unclear, decisions travel too far upward. Senior leaders become bottlenecks. Teams wait for approvals. Governing bodies are pulled into operational detail, while important strategic risks receive too little attention. The organisation may look well governed on paper, yet still feel difficult to run.

“At its best, governance gives people clarity: who decides, who is accountable, what cannot be compromised, and when something must be escalated.”

Governance is not the meeting

One of the most common mistakes is to equate governance with board meetings. A meeting is only one expression of governance. The real test is what happens between meetings.

Do people understand their authority? Are decisions made at the right level? Are risks surfaced early? Is there a clear boundary between oversight and management? Can leaders explain why a decision was made and who is accountable for it?

When these things are clear, governance becomes part of the organisation's operating system. It reduces friction rather than adding to it.

In Indonesia, a Yayasan has more than one governance organ

For an Indonesian Yayasan, it is especially important not to think of governance as a single 'board'. The formal structure consists of three organs: Pembina, Pengurus and Pengawas. In English these are often described, approximately, as the Board of Trustees, the Management Board, and the Supervisory Board.

Each has a different role. The Pembina holds the highest authority on fundamental matters reserved to it under the foundation's governance framework. The Pengurus is responsible for managing the Yayasan, while the Pengawas provides supervision and advice to the Pengurus. Good governance depends not only on each organ doing its job, but also on the boundaries and working relationships between them being understood.

In practice, a Yayasan may also have an executive or leadership team - for example a CEO, national director or functional directors - that runs day-to-day operations. That executive team is not a separate statutory organ of the Yayasan simply because it exists operationally. Its authority needs to be clearly delegated through the governance and management structure.

The executive team is where governance becomes practice

Governance can be well designed at the top and still fail in everyday management. The executive or leadership team plays a critical role in turning governance into organisational behaviour.

The leadership team should translate the organisation's purpose and strategy into priorities, maintain an effective system of delegated authority, ensure that risks and performance information are reliable, and escalate material issues before they become crises. It should also make sure that decisions taken by the governing organs are implemented rather than simply recorded in minutes.

Just as importantly, executives need to create an environment where managers can make decisions within clear boundaries. If every issue still has to return to the CEO, Pengurus or Pembina, the organisation may be compliant on paper but poorly governed in practice.

For me, this is where governance and leadership meet: governing organs establish direction, accountability and oversight; the executive team converts those expectations into decisions, systems, behaviours and results.

Clarity before control

In complex organisations, it is tempting to respond to problems by adding another approval, another committee or another policy. Sometimes that is necessary. But more process does not automatically mean better governance.

I have found it more useful to start with a simpler question: what problem are we trying to solve? Is it a lack of accountability, poor information, weak risk management, unclear decision rights, or simply a failure to follow an existing rule?

Good governance should make the answer visible. It should tell people what decisions they can make, what evidence they need, what boundaries apply and when they must involve someone else.

Oversight should add perspective, not operating noise

Strong governing and supervisory bodies can be among an organisation's greatest assets. They can bring judgement, networks, specialist knowledge and a perspective that executives may not have when they are deeply immersed in delivery.

But that value is lost when oversight becomes a second management layer. The executive team needs space to manage within delegated authority. The Pembina and Pengawas need enough information to challenge, support and exercise their respective responsibilities without becoming involved in every operational decision.

The most useful distinction for me is simple: executives should be able to explain what they are doing, why, and with what results; those exercising governance and supervision should be able to test whether the direction is responsible, aligned, well controlled and consistent with the Yayasan's purpose.

Governance protects the organisation when pressure rises

Governance matters most when the easy answer is not obvious. A funding opportunity is attractive but outside strategy. A senior stakeholder asks for an exception. A programme is under pressure to deliver faster than systems allow. A partner relationship becomes politically sensitive.

These are the moments when clear principles, delegated authority, conflict-of-interest rules, safeguarding standards and escalation mechanisms become useful. They protect not only the organisation, but also the people making difficult decisions.

Without those guardrails, exceptions can slowly become habits. And habits eventually become culture.

Governance should strengthen performance, not sit beside it

I do not see governance and performance as separate agendas. Good governance should improve the quality and speed of decisions, strengthen accountability, protect resources and help the organisation stay focused on its purpose.

That means the Pembina, Pengurus, Pengawas and executive leadership should pay attention not only to compliance, but also to whether governance is helping the organisation execute its strategy. Are the right issues reaching the right organ? Are management reports useful for decisions? Are risks connected to strategic priorities? Are accountabilities clear enough that action follows discussion?

If governance produces more paperwork but not better decisions, something is missing.

Five questions worth asking

For a Yayasan's governing organs and leadership team, I would start with five questions: Do the Pembina, Pengurus, Pengawas and executive team clearly understand their respective roles? Are decision rights and delegations clear below the senior leadership level? Do our reports help people make decisions, or mainly document activity? Are our controls proportionate to the risks we actually face? And when something goes wrong, do people know who needs to know, who decides and when to escalate?

If the answers are unclear, the solution may not be another policy. It may be a clearer governance system.

Good governance should not make an organisation feel heavier. Done well, it should make the organisation easier to lead, easier to trust and better able to deliver its mission.

About the author

Erwin Simangunsong, Strategy, Governance and Partnerships Consultant

Erwin has more than 20 years of leadership and organisational experience in international development, including senior leadership roles with large international NGOs and multi-country programmes across Indonesia, Timor-Leste, Papua New Guinea and Solomon Islands. His work spans strategy, organisational effectiveness, governance, portfolio management, partnerships and resource mobilisation.

Having served as part of senior leadership teams and worked closely with boards and governing bodies, Erwin brings a practical perspective on how governance can strengthen decision-making, accountability and organisational performance. He now works with nonprofit and mission-driven organisations to turn strategy into practical results and build the leadership, structures and partnerships needed for sustainable impact.