Registered charities have now passed the first milestone of a duty that will recur for as long as they stay on the register. Section 42G of the Charities Act 2005, inserted by the Charities Amendment Act 2023 with effect from 5 October 2023, requires every charitable entity to review its governance procedures at least every three years. That is why the sector has been working towards 5 October 2026 as the date for the first round of reviews.
If your board completed its review in time, the job now is to record it properly and act on what it found. If it did not, the sensible course is to complete it promptly rather than wait for the annual return to raise the question.
What the Law Requires
Section 42G says a charitable entity must review its governance procedures, "whether those are set out in its rules or elsewhere", at least every three years. When doing so, it must consider whether those procedures are fit for purpose, whether they help the charity achieve its charitable purpose, and whether they help it comply with the Act.
The Act does not prescribe a format. Charities Services' guidance on governance review requirements, updated in September 2026, confirms that its checklist is optional and that charities "do not need to send us any other review records or supporting documents."
Telling Charities Services
The same guidance says charities must tell Charities Services when the review is complete, and that this can be done through the Annual Return or the Update details form. The charity confirms whether it has reviewed within the last three years, gives the completion date, and provides any amended rules.
Boards should treat that confirmation the way they treat an insurance proposal form. A date declared on the annual return should be backed by minutes recording the discussion, a note of what was examined, and a record of anything the board resolved to change. If the review is ever questioned, those records are the evidence that it actually happened.
If Your Charity Missed the Date
Charities Services' guidance does not set out what happens to a charity that has not completed its first review, so there is no published penalty to cite. What is clear is that the duty is ongoing and that the annual return asks about it. A charity that has not yet reviewed should schedule the review now, complete it, and confirm it through the Update details form or its next annual return, rather than leaving a gap on the record.
Who Counts as an Officer
A governance review is also a good moment to check who the Act treats as an officer. Under section 4, an officer includes anyone in a position to exercise significant influence over substantial decisions of the entity. For a trust that includes the trustees; for other entities it includes members of the board or governing body and others in a position to exercise that influence, such as a chief executive or treasurer. It also includes a person given powers to make decisions that would otherwise fall to the board, whether or not they hold a formal position.
Many trustee liability policies define the insured persons by reference to trustees, directors or committee members. If your organisation has a chief executive, treasurer or delegated decision-maker who meets the Act's definition, ask whether they are insured persons under your policy.
Disqualification of Individual Officers
Section 36C allows the Charities Registration Board to disqualify an officer for up to five years where the officer has engaged in serious wrongdoing in connection with the entity, or has failed significantly or persistently to meet their obligations under the Act or any other enactment. The notice must be published on a publicly accessible website, and a disqualified person cannot be an officer of any charitable entity while disqualified.
For individual trustees, that makes regulatory defence a practical concern. Trustee liability cover that includes costs of responding to a regulatory investigation, not just civil claims, is worth confirming at renewal.
Insurance Gaps a Review Tends to Surface
Governance reviews often prompt boards to look at insurance for the first time in years. Common questions include:
- whether the trustee liability limit still reflects the size and activities of the organisation
- whether volunteers are protected beyond ACC, which pays weekly compensation only to people who were employees, self-employed or shareholder-employees when injured
- whether events are covered by the annual public liability policy or need separate arrangements
- whether the charity holds personal information that would justify cyber cover
- whether advice-giving activities such as budgeting, counselling or advocacy need professional indemnity cover
Next Steps
Record the review, confirm it to Charities Services, and put the next one in the governance calendar no later than three years from the completion date. Then take the findings to your insurance review, because the same decisions about officers, delegations and activities shape what your policies need to cover.
To have your cover checked against the outcome of your governance review, Get a Quote and a Registered Financial Service Provider who works with charities will be in touch within one business day.
Sources: Charities Act 2005, sections 4, 36C and 42G; Charities Services, Governance review requirements. Checked 10 October 2026.
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.