Governance built around the decision.
Governance Consulting and Executive Advisory for Australian Boards
When leadership changes, a transaction approaches or decision authority becomes unclear, NorthSeat works with boards and executives to establish who can decide, when the board needs to be involved and how decisions are recorded.
When consulting is the right path
Governance frameworks set out formal authority. How people use that authority decides whether the framework works.
A delegation gives the CEO authority while executives still wait for the founder's view. A director's suggestion is taken as an instruction. A decision is reshaped in conversations after the board meeting.
NorthSeat examines these informal practices alongside the formal arrangements, and scopes the work around the issue, the people responsible and the outcome the organisation needs.
Who leads the work
Engagements are led by Liam Brown, founder and principal of NorthSeat. A governance consultant, CEO and GAICD-qualified executive with experience across board governance, organisational leadership, strategy, behavioural science and executive decision-making.
Consulting areas
For boards where role boundaries, information flow, committee responsibilities or board-executive behaviour are affecting decisions.
NorthSeat clarifies oversight, management authority, board reporting, decision pathways and how the Chair and CEO work together, including how directors exercise influence and how decisions move outside formal channels.
Typical work: board architecture review, role-boundary mapping, board paper discipline, committee alignment, decision-pathway design.
Best fit: new Chair or CEO, board evaluation findings, recurring board-executive disagreement.
For organisations establishing governance arrangements, updating frameworks or improving how existing ones are used.
NorthSeat develops and implements frameworks across delegated authority, board approvals, risk, digital governance, business continuity and remuneration, including adoption support for organisations that have purchased a NorthSeat framework.
The test is practical: what the board sees, what management owns, what escalates and what gets recorded.
Best fit: audit findings, outdated governance documents or framework adoption.
For boards and executives that have agreed direction and need clearer accountability for delivering it.
NorthSeat connects strategic priorities to decision rights, executive responsibilities, resource allocation, KPIs and board reporting, including where leadership performance or remuneration arrangements affect delivery.
Best fit: strategic reset, stalled initiatives or board concern about executive performance.
For founders, partners and boards preparing for succession, sale, merger, private equity involvement or a change of CEO.
NorthSeat makes control, authority, decision rights and transition risk visible before significant commitments are made, and sets out the governance decisions legal, tax and transaction advisers need to work from.
Typical work: founder and partner succession planning, governance preparation for a transaction, executive authority during leadership change.
Best fit: founder step-back, partner succession, sale preparation or PE entry and exit.
For organisations needing experienced executive leadership through a defined transition, integration or performance reset.
NorthSeat provides CEO-level interim and fractional support where leadership structure, board reporting and execution accountability need direct operating attention. Each appointment is scoped around an agreed objective, level of authority, time commitment and reporting line.
Best fit: CEO transition, post-deal integration or a temporary executive gap.
How engagements work
- Define the decision problem: what has made the issue matter now, and which decisions it affects.
- Map the decision system: who decides, who influences, what escalates, what is unclear and where informal workarounds are shaping outcomes.
- Build the structure: design or align the framework, decision pathway, reporting rhythm, escalation logic or board artefact.
- Support adoption: help Chairs, CEOs, executives or governance leads use the structure in board papers, meetings and reporting.
- Leave a usable record: a framework, decision map, board-ready paper, escalation pathway or implementation plan the organisation keeps.
Interim and fractional appointments follow the executive mandate and its reporting responsibilities.
Before your next board cycle, make the decision structure visible
If the issue already has a sponsor, a board date, an adviser question or a visible consequence, start with a conversation.