Australian sport has spent years strengthening the rules governing its participants. It's worth asking whether the same standards are being applied to the people who govern it.
Australian sporting organisations have become increasingly sophisticated in their approach to integrity. Athletes, coaches, officials, administrators and volunteers are subject to an extensive range of policies and codes of conduct governing their behaviour, with mechanisms for investigating and sanctioning alleged breaches.
Much of this has been driven by the introduction of the National Integrity Framework (NIF), improvements to governance standards, and increasing expectations about accountability and transparency in sport. But there is an interesting question that doesn't always receive the same attention.
What happens when the person accused of misconduct is a member of the board? And, perhaps more importantly, who has the authority to do something about it?
1. The ASC's expectations are clear
The Australian Sports Commission (ASC) has long recognised the importance of ethical leadership and appropriate conduct at board level.
Under Principle 1, The Spirit of the Game, of its Sport Governance Principles, the ASC emphasises that an organisation's culture and behaviours should be underpinned by values demonstrated by the board and embedded in its decisions and actions.
Standard 1.1 of the ASC's Sport Governance Standards expressly calls for sporting organisations to establish a directors' code of conduct.
The ASC also provides a Directors Code of Conduct Template through its National Governance Resource Library, developed to assist national and state sporting organisations in implementing effective governance arrangements. This is not a new concept.
The ASC has been encouraging sporting organisations to improve board conduct, accountability and ethical leadership for several years. The 2026 Sport Governance Standards continue that approach, with a focus on both documented codes and the demonstration of organisational values in practice. It is a sound governance objective.
However, as with any policy, adopting a code and enforcing it are two very different things.
2. Directors are not ordinary participants
The legal position of a director differs significantly from that of an athlete, coach or ordinary member.
Depending on the organisation's legal structure, directors are subject to statutory and general law duties relating to care and diligence, good faith, proper purpose, conflicts of interest and the misuse of their position or information.
For companies limited by guarantee, these obligations principally arise under the Corporations Act 2001 (Cth), subject to important modifications for registered charities, which are also subject to the Australian Charities and Not-for-profits Commission's Governance Standards.
Directors of incorporated associations have obligations under the relevant state or territory legislation and applicable general law.
Importantly, a director's legal obligations arise from their position, not simply from agreeing to a code of conduct. A code should therefore complement those duties by establishing clear behavioural expectations, rather than attempting to replace or rewrite them. This distinction becomes important when allegations of inappropriate conduct arise.
For example, a director may engage in bullying or intimidating conduct towards staff, interfere in operational decision-making, disclose confidential board information, or improperly seek to advance the interests of another organisation. Depending on the circumstances, that conduct may contravene the directors' code, other applicable policies, contractual obligations, or statutory and general law duties.
But identifying a potential breach is only the beginning.
The organisation must also understand its legal powers to investigate the conduct, make findings and take appropriate action.
3. The problem of policing your peers
Consider a hypothetical national sporting organisation with a board comprising elected and appointed directors.
One director, elected with the support of a state member organisation, repeatedly attempts to influence operational decisions, pressures management to advance their state organisation's interests, and undermines collective board decisions.
Other directors believe the conduct is inappropriate and inconsistent with the organisation's code of conduct.
What should happen?
The chair might initially seek to address the conduct informally.
If it continues, the board may consider a formal complaint, independent assessment, investigation or some other response available under its governance documents.
But there are several complications.
First, directors are collectively responsible for governing the organisation. Requiring them to investigate and determine allegations concerning a fellow director may create conflicts of interest or, at the very least, perceptions of compromised independence.
Second, while directors may have been elected or nominated by particular stakeholders, their legal duties are owed to the organisation. They are not simply delegates authorised to advance the interests of whoever supported their appointment.
Third, the board may not possess the legal power to remove the director, even where misconduct is established.
Under sections 203D and 203E of the Corporations Act, members of a public company can remove a director through the prescribed statutory process, but other directors cannot simply vote to remove that person from office.
For sporting organisations operating as incorporated associations, the position depends on the relevant legislation and the organisation's rules.
A code of conduct cannot override these legal requirements. In other words, a board may be able to establish that a director has engaged in misconduct without having the power to impose the outcome it considers appropriate.
That is a governance problem which should be anticipated, not discovered during a dispute.
4. Accountability should not mean conformity
There is also an important distinction between misconduct and legitimate disagreement.
Good governance requires directors to exercise independent judgment, challenge proposals, ask difficult questions and scrutinise management and the decisions of their colleagues. A director who disagrees with the chair or challenges a proposed decision is not necessarily acting improperly. Indeed, there may be circumstances where a director's legal duties require them to question or oppose the position favoured by the majority.
A directors' code of conduct must not become a mechanism for silencing dissent, suppressing legitimate concerns or protecting influential individuals from scrutiny. Requirements relating to confidentiality, collective responsibility, respectful behaviour and public communications are entirely appropriate. However, they need to be carefully drafted and applied so that directors can continue to discharge their legal obligations, raise concerns about wrongdoing, and make disclosures authorised or protected by law.
This is particularly important in sporting organisations where board positions can be politically contested, and where longstanding personal relationships may influence decision-making. A healthy board is not one where everyone agrees. It is one where disagreements are managed professionally, decisions are made properly, and directors remain accountable for their conduct.
5. Does your code actually work?
For NSO and SSO boards, the practical question is not simply whether a directors' code of conduct exists. It is whether the code forms part of a legally effective and operationally credible system of accountability.
At a minimum, sporting organisations should consider:
Application: Does the code expressly apply to every director, regardless of how they were appointed or elected? Has it been properly adopted and acknowledged?
Standards: Are the behavioural obligations sufficiently clear to identify and assess alleged misconduct, without discouraging independent judgment?
Reporting: Is there a suitable pathway for reporting concerns about the chair or another director, including protections against retaliation?
Independence: Who assesses and investigates allegations, and what happens when the majority of the board has a conflict of interest?
Procedural fairness: Are directors informed of allegations, given a reasonable opportunity to respond, and provided with an impartial and reasoned determination?
Consequences: What action can be taken following a substantiated breach, and is that action actually authorised by the constitution and applicable law?
That final question deserves particular attention. Depending on the applicable legal arrangements, appropriate responses might include counselling, a formal warning, additional education, changes to committee appointments, referral to the members, or other lawful steps.
But a board should not assume that signing a code gives it an unrestricted power to suspend, sanction or remove a fellow director. The applicable powers, limitations and procedures need to be established in advance.
6. Setting the standard from the top
There is considerable discussion in Australian sport about creating safe, fair, respectful and inclusive environments. That discussion frequently focuses on participants, coaches, officials and sporting communities. Rightly so.
However, the behaviour of those at the top of an organisation has a significant influence on the culture experienced throughout it. Boards that tolerate inappropriate conduct among their own directors are poorly placed to insist upon high standards from others. And boards that expect accountability from participants while avoiding scrutiny of their own behaviour risk undermining confidence in the integrity systems they oversee.
The ASC's directors' code of conduct resources provide a useful starting point. But after several years of encouraging sports to adopt stronger governance practices, it is reasonable to ask whether sporting organisations have moved beyond simply documenting their expectations.
Are codes regularly reviewed?
Are directors properly educated about their obligations?
Are concerns about director behaviour dealt with consistently, independently and fairly?
And do sporting organisations have legally effective arrangements for responding when a director fails to meet the required standard?
Conclusion
A directors' code of conduct is an important component of good sports governance. But it should not be regarded as another compliance document to be adopted, signed and filed away. Its real value lies in establishing clear expectations, supporting ethical decision-making, and providing a credible basis for holding directors accountable.
Ultimately, sporting organisations must be prepared to apply the standards they establish — including when doing so is uncomfortable, politically difficult or involves one of their own.
Integrity should not stop at the boardroom door. The people who make and oversee the rules must also be willing to be held accountable to them.
