Most registered charities are aware that the Charities Amendment Act 2023 introduced significant changes to the sector. Fewer are aware that one of those changes — the requirement for a formal governance review — has a deadline of 5 October 2026, and that many charities are running out of time to complete it.
What the Charities Amendment Act 2023 Requires
The Charities Amendment Act 2023 came into effect in stages — July 2023, October 2023, and July 2024. Among its most significant practical changes for registered charities is a mandatory governance review requirement. Every registered charity must formally review its governance procedures on a schedule, with the first review required to be completed before 5 October 2026. After that, reviews must occur at least every three years.
This is not a paper exercise. Charities Services has signalled that governance review compliance will be part of its oversight framework. A charity that cannot demonstrate it has completed a governance review when asked to do so is at risk of regulatory scrutiny — and potentially deregistration in serious cases.
What Counts as a Governance Review?
The Act does not prescribe a single format for a governance review, but it should be a genuine assessment of the charity's governance procedures against good practice standards. Areas that a robust governance review typically covers include:
- Whether the charity's constitution and rules remain fit for purpose
- Whether officer roles, responsibilities, and accountability structures are clear
- How conflicts of interest are identified and managed
- Financial oversight and reporting processes
- Volunteer and staff management procedures
- Compliance with the charity's own rules and with Charities Act requirements
- Whether the charity's activities remain within its stated charitable purposes
The governance review is also a natural moment to review insurance — because governance reviews consistently surface insurance gaps that boards were not previously aware of.
Insurance Gaps That Governance Reviews Surface
In the experience of specialist charity brokers, governance reviews commonly reveal one or more of these insurance gaps:
Inadequate D&O limits — the trustee liability policy was set when the charity was smaller or had fewer activities, and the limit hasn't kept pace with the organisation's growth and risk profile.
Volunteer cover absent or inadequate — the charity relies heavily on volunteers but has never arranged Volunteer Personal Accident insurance, assuming ACC coverage is sufficient for all purposes.
Event cover assumptions — the board assumes all events are covered under the charity's annual public liability policy without ever having confirmed this with the broker.
Cyber and privacy gaps — the charity holds significant personal data but has never discussed cyber insurance, assuming data protection is a technology issue rather than an insurance one.
Professional indemnity absent for advice-giving activities — charities that provide budgeting advice, counselling, legal advocacy, or other professional services often lack the professional indemnity cover that these activities warrant.
The Expanded "Officer" Definition
One of the most significant changes in the Charities Amendment Act 2023 is the expansion of the definition of "officer." Under the new definition, an officer is not limited to formally appointed trustees or board members — it extends to anyone who has, or who regularly exercises, significant influence over the management or administration of the charity.
In practice, this means that senior staff members, long-serving programme managers, key volunteers with significant operational authority, and influential advisors may now qualify as officers — with the personal liability consequences that officer status carries. Most Trustee Liability insurance policies are structured around named trustees or formally appointed board members. Whether these newly defined officers fall within your existing cover is a question worth putting directly to your broker.
Officers Can Now Be Disqualified Without Deregistering the Charity
Another significant change under the 2023 Amendment is that Charities Services can now disqualify individual officers without deregistering the entire charity. This is a targeted enforcement tool — it allows the regulator to remove individuals who have breached their duties or are unsuitable to serve, without punishing the whole organisation and the communities it serves.
For individuals, this makes the personal liability dimension of officer status even more real. An officer disqualification can have significant professional and reputational consequences beyond the charity itself. D&O cover that includes regulatory defence costs — not just civil liability — is the appropriate protection.
Acting Before October 2026
If your charity has not yet completed a governance review, now is the time to begin. The review process itself is an opportunity to strengthen governance, not just a compliance box to tick. And it is the right moment to sit down with a specialist charity insurance broker and confirm that your insurance programme reflects the actual governance, activities, and risk profile of your organisation in 2026 — not what it was when your policy was first arranged.
To discuss your organisation's cover and what a governance review might reveal, get a quote from one of our specialist charity insurance brokers.
About the Author
The CharityInsurance Crew — the CharityInsurance crew are your friendly insurance geeks on a mission to make specialist cover simple and accessible for every NZ charity, sports club, and community organisation.