Rightsizing Your Board

What’s the Right Size for a Board?

A good board is a fit-for-purpose board. It has the right mix of skills, background, perspectives and expertise for the present moment in the organisation’s life. But what’s the right size? It’s a common question, and it doesn’t have a simple answer.

Legal Minimum

One end of the spectrum is the legal minimum: a company in Australia must have at least one director; beyond a certain size it must have two.

Incorporated associations (under the West Australian Associations Incorporation Act) don’t have a prescribed minimum board size, but the elected office bearers must be able to properly govern and conduct the business of the association. The guidelines speak sensibly of giving this body “an adequate spread of responsibility, experience and representation.”

So realistically, what’s the smallest right size for a board that actually does a board’s job? In our experience, you’re not going to get a rich enough mix with less than about 5 directors, and they all need to be full-value contributors. Particularly in an NFP, where you often have volunteer, inexperienced directors, I’d provide a place or two for new directors who are still coming up to speed, so that board succession doesn’t remove too much knowledge. And you want to be sure that committee work doesn’t overload anyone.

Advisory Board

On the other hand an advisory board can work well at a smaller size, because it’s typically not dealing with the full complexity of governing and leading. Even there, you’ll want at least three to get real discussion.

Too Large?

At the other end of the spectrum, a board can get unwieldy and bogged down if it is too large. This often results from a well-intentioned attempt to represent the interests of all kinds of stakeholders, and it’s a trap not-for-profits fall into. A board is not a parliament, and directors have a duty to act in good faith in the interests of all members, not any section, party or group. Rather than loading the board up with members, use the constitution, board charter, and a robust AGM to keep a board in touch with all its stakeholders. Or consider another body such as a members’ council to hold the representation and relationship functions.

An Answer

So how many is too many?  The answer is not a number.  A board is too big when it gets in its own way, when its pro-forma debates and internal workings steal quality time from good decision-making, or when it forms factions.  We won’t cop-out completely here.  If a company board is bigger than 9, or an NFP board bigger than 11, we’d suggest it needs review.  Boards bigger than that can function well, but they take more skill, better chairing and strong self-management.

The documented research on right-sizing your board is inconclusive, and that’s not surprising.  Like so many aspects of board effectiveness, this is about human nature and human interaction, not about rules.  The rules that work here are rules of thumb, thoughtfully applied.  The research tends to converge on around 5-8 for effective company decision making.

And Not-for-Profits?

Intriguingly, the ideal range might be a bit higher for nonprofits.  There is a “law of nonprofit complexity” that suggests NFPs are inherently more complex than companies, due to multiple competing constituents, stakeholders, obligations, and revenue sources.  Hmm…  not totally convinced.  A company of any size in today’s business environment is a pretty complex creature.  And there are better ways to handle complexity: board committees involving staff and outside experts, for example, or an advisory board to help think the strategy through, or a working party to handle a transient issue like a competitive challenge or a takeover offer.  You certainly don’t want board members “just in case”.


Boards sometimes super-size themselves by mistakenly thinking that if they need to draw on specific expertise (fundraising, accounting, legal, digital…), they ought to have that expertise among the directors. Many times, it’s better just to hire those experts as advisors than to put them on the board. Directors need to be good directors, not good lawyers or technologists.

A Method

So here’s our suggestion:

  • Be very clear what job the board has to do
  • Map out the skills, perspectives and background you really need on the board (not those you may engage from advisors and consultants)
  • Think out the minimum board size that will cover these needs, and give you a robust debate
  • Favour odd numbers to avoid deadlocks
  • Revisit right-sizing the board whenever you discuss board succession and recruitment.

And Finally…

One last thing: be wary of constitutions and shareholder agreements that give anyone a “right” to nominate a director. This tends to promote factionalism and observer status, when you want every one of those directors actively representing all members and covering all the issues.

Knowledgeable, professional and relevant. Thanks Iain

Dr Marcus Ong
Happy client

Loved the slogan/point of difference: Head Heart and Bottom Line. Passionate and a good listener.

Christin Svard
Happy client

Thanks Iain. This session has created the collaboration and discussion we needed…

John Williams
Happy client

Iain’s assistance was invaluable in improving our corporate governance policies and procedures. He took the time to understand the business, was responsive to our needs and a pleasure to work with. I would have no hesitation in recommending Iain and Upland Consulting.

Sharna Kearney
Happy client

Loved the slogan/point of difference: Head Heart and Bottom Line. Passionate and a good listener

Christin Svard

I have worked with Iain for the last 6 months through his Peer Magic programme. His business knowledge is first class and I look forward to working with him into the future. Highly recommended.

Suzie Davidson

Iain brought a new dimension to our company. Lifting our board performance away from the coal face with his knowledge of corporate governance, management skills, and systems development whilst maintaining a strategic 40 paces view. Iain has a very valuable skill set that can assist you out of the box.

Rod Hedderwick

Thank you so much for the facilitation, [it] was exactly what I expected from you, a safe and open forum to discuss and work through the process. We have a great starting point to get moving forward.

Fiona Fitzgerald

Iain at Upland Consulting specialises in Business growth. Through working with him I have developed more clarity regarding why I do my work at Horse Vision, where to go next with it and what the needs of my clients are.

Chris Scott

Iain is a highly talented individual able to lead a team by being part of the team. Leaders need to surround themselves with honest straight-talking advisors that are able to help lift an organisation's performance with insight, balance and with humanity - Iain is perfectly suited to deliver such support. He is one of only a few individuals that I would recommend without hesitation.

Craig Suttar

Easy terminology and thought-provoking delivery

Kent Lyon

If you are starting up a new business involving a board of directors, a directors' workshop run by Iain is vital and will be money well spent.

Dr Kin Lee

Professional and valuable content that is very relevant to my role as a board member.


Very practical examples. Enough flexibility to allow us discussion. Excellent and relevant to our board.

Charlotte Brown

Iain's facilitation invites participants to reflect on their own business, identify what is required, and find the motivation to more forward.

Diana Michaels

Great to think and listen to new ideas.

Doreen B

Good perspective and relevant to all. Iain has great career experiences to draw from and can adapt to many different audiences.

Richard Oborn

Clear and concise explanation and clarification.

Dr Preeti Nirgude

Upland Consulting provided a friendly and efficient service. Added to this, the end product was on time, on budget and included the rare combination of being practical and innovative.

Bob W

Wisdom @ work.

John Williams

Iain is a really knowledgeable person and delivers a great strategy session.

Rob K

I found [it] very easy to understand, topics allowed me to put in perspective [my work] on this board.

Christine Penny

Iain's presentation was very thorough and informative. I took away lots of useful information.

Suzie Davidson

Great talk, Q&A in particular.

Iain's practical approach to delivering his material makes the workshop very enjoyable. He's walked the road of business management before, so his advice comes from the heart, and is totally backed up by logic.

Anne Groves

I love that Iain focussed on the importance of believing in what you're doing.

Tracey-Ann Davis

Thanks Iain. This session has created the collaboration and discussion we needed...

John Williams

Iain conducts a very informative and engaging session. Inspirational and thought-provoking: many thanks.

Aaron Lumsdaine

Iain is very knowledgeable on his subject and a good, honest bloke.

Maggie Brown

Well authored and simply explained concepts.

Ken Preston

Iain is an absolute pleasure to work with, as he is not only professional, responsible and efficient, but also very friendly and personable.

Celina A

This presentation has been very informative and was a really good snapshot.

the method of presentation and... discussion was excellent. The content was very relevant and a bit of an eye-opener.

Andrew McRobert

Iain is very knowledgeable in business strategy and has many tools that can help you spend time working ON your business rather than IN it.

Mat Carlsson

The presentation was very well delivered and relevant...

I can see where a number of my clients could benefit from this [Peer Magic] programme in collaboration with my industry.

A great interactive session to look at and work on my business.

Jessica O'Malley

On-topic discussion that involved and engaged participants. Moved through in a timely manner... Enjoyed that it was delivered in a personal format and not by PowerPoint!

Clark Ward

Very good, Iain, you delivered some amazing information and everyone had the opportunity to speak and share. Was terrific! Great guidance.

Cathy Baker

Nice presentation, easy-going and meaningful.

Audience member

Prompted lots of thinking and new ideas.

Marli Doig

Very informative. If you are in a family business, it is very worthwhile attending one of these sessions.

Chris Scott

Iain is a fantastic presenter, and can help you explore and grow your business.

David Markovich

Strengthened my governance knowledge.

Workshop participant

Iain Massey consults in business succession and exit planning. He is thoroughly professional and very knowledgeable on this complex topic. In my experience Iain delivers great value, great service and great results.

Stephen Gaebler

Thank you. Lots to think about, lots to re-motivate.

Workshop participant

I found it extremely helpful and look forward to learning more. Very well explained, thank you.

Workshop participant

Raised many issues that need addressing and combining into a risk management plan

Ken Preston

Iain poses questions that get his audience talking about issues that are really important...

Workshop participant

Good to sit down with both board and senior staff to explore and air concerns... Facilitation was excellent.

Jenny S

Two excellent presenters [the other was Mike Ansell], who worked well and encouraged audience participation

June Foulds

Very interesting seminar. Thank you.

Jay Anderson

Taking time out to reflect, learn and understand our business... was really worth it. Always take time out to work on the business, not just in it. Highly recommended.

Carl Wilde

Very informative and something I have been planning on doing. No excuses now!

Melissa Lange

Relaxed style of delivery, easy to understand.

Workshop participant

Time well spent.


Iain's professional and guiding manner enabled a valuable interactive workshop.

Morgan Hoyes

Interesting and insightful presentation.

Clark Ward


contact us