What are Governing Persons in an RTO? Roles, Responsibilities and the 2025 Standards

What are Governing Persons in an RTO?

Governing Persons are the individuals who hold ultimate accountability for the governance and strategic direction of a Registered Training Organisation. The term was formalised under the Standards for RTOs 2025 (Outcome Standards F2025L00354) and applies to anyone who exercises control over, or has significant influence on, how the RTO is governed — regardless of their title, formal position, or the legal structure of the organisation.

In plain terms: if you make decisions about how the RTO operates at a strategic level, you are likely a Governing Person under the 2025 Standards — and the Standards place direct compliance obligations on you personally.

This is a significant shift from earlier frameworks, where governance accountability was often attributed to "management" or "the organisation" in general. The 2025 Standards name individual Governing Persons as responsible parties, which means the question "who is accountable?" now has a specific, documentable answer.

Why the Term "Governing Persons" Matters

The introduction of "Governing Persons" as a defined concept in the Standards for RTOs 2025 reflects a deliberate regulatory intent. ASQA and the Department of Employment and Workplace Relations designed the 2025 Standards to place accountability at the right level — with the people who actually control the organisation, not just those who manage its day-to-day operations.

As Angela Connell-Richards, Founder of Vivacity Coaching & Consulting, explains: "Governing Persons is one of the most important new concepts in the 2025 Standards, and it's one of the least understood. RTOs that treat governance as a compliance checkbox — rather than a genuine accountability structure — are the ones most at risk when ASQA comes knocking."

For RTO compliance purposes, the distinction matters because Governing Persons can be held directly accountable for governance failures — not just the RTO as an entity.

Who Qualifies as a Governing Person?

The Standards for RTOs 2025 define Governing Persons broadly by function, not by title. The following individuals are likely to qualify, depending on the RTO's legal and operational structure:

In a company-structured RTO: Directors of the company are Governing Persons. This includes executive directors, non-executive directors, and any person who meets the legal definition of a director under the Corporations Act 2001, whether or not they hold the formal title.

In an incorporated association: Members of the management committee who exercise governance functions are Governing Persons. The president, treasurer, and secretary typically qualify by virtue of their roles.

In a sole trader or partnership: The sole trader or partners are Governing Persons. There is no separate governance body — accountability rests with the individual(s) running the business.

In a public sector or government entity: Those who exercise governance oversight functions — typically a governing council, board of management, or equivalent body — are Governing Persons.

Shadow directors and persons of influence: A person who is not formally appointed to a governance role but who exercises significant influence over the RTO's governance decisions may also be a Governing Person under the Standards. This is particularly relevant where a parent company, major investor, or informal adviser exerts effective control over governance decisions.

What does not automatically make someone a Governing Person is their operational role. A Chief Executive Officer, a Principal Executive Officer, or a Compliance Manager is not a Governing Person solely by virtue of their management function — unless they also exercise governance-level authority over the organisation's strategic direction and accountability structures.

What the 2025 Standards Require of Governing Persons

The Standards for RTOs 2025 place specific obligations on Governing Persons that go well beyond passive oversight. These obligations fall into several categories.

Governance Competency

Governing Persons must collectively possess, or have access to, the skills and knowledge necessary to govern the RTO effectively. This includes understanding the regulatory environment in which the RTO operates, the obligations under the 2025 Standards, and the financial and operational risks the organisation faces.

ASQA does not expect every Governing Person to be a VET compliance expert. It does expect the governing body to be able to ask the right questions, interpret the information presented to them, and make informed decisions on the basis of that information.

Active Oversight of the Self-Assurance System

Governing Persons are not passive recipients of management reports. Under the 2025 Standards, they are required to actively oversee the RTO's self-assurance system — the set of processes by which the organisation monitors and improves its own compliance and quality.

In practice, this means:

Receiving regular, meaningful reports on the RTO's performance, compliance status, and self-assurance activities Asking substantive questions about what the data shows and what is being done about it Ensuring that identified issues are addressed within appropriate timeframes Documenting their oversight in governance meeting minutes

A governance meeting that simply receives and notes a compliance report without discussion or follow-through does not demonstrate active oversight. ASQA auditors read minutes carefully.

Financial Sustainability Oversight

Governing Persons must ensure the RTO has the financial resources to deliver the training and assessment it is registered to provide, now and into the future. This includes oversight of financial planning, risk management, and the organisation's capacity to meet its obligations to students.

Financial sustainability is not just an accounting function. It is a governance obligation, and Governing Persons who do not engage meaningfully with financial reporting are leaving a compliance gap.

Fit and Proper Requirements

The 2025 Standards carry forward and strengthen the fit and proper person requirements that apply to Governing Persons. An individual may be disqualified from acting as a Governing Person if they have been convicted of certain offences, have been a director of an organisation that held an RTO registration that was cancelled, or otherwise fail to meet the character requirements ASQA applies.

RTOs should maintain documented records confirming that each Governing Person meets the fit and proper requirements — and update those records when circumstances change.

Governing Persons vs Management: Where the Line Falls

One of the most common governance gaps in RTOs is the blurring of the line between governance and management. Understanding where that line falls is essential for both compliance and organisational effectiveness.

Governance is concerned with strategic direction, accountability, risk oversight, and ensuring the organisation meets its legal and regulatory obligations. Governing Persons set the framework within which management operates.

Management is concerned with implementing the strategic direction set by the governing body, running day-to-day operations, and reporting to the governing body on performance and compliance.

The confusion often arises in smaller RTOs where the same person wears both hats — a working director who is also the CEO, for example. In these situations, the RTO must be particularly careful to document when decisions are being made in a governance capacity versus an operational one. ASQA auditors will look for evidence of genuine governance function, not just governance structure on paper.

What a Governance Meeting Agenda Should Include

A governance meeting that satisfies the 2025 Standards is not a formality. It should include standing items that demonstrate active oversight of the matters Governing Persons are responsible for.

A compliant governance meeting agenda for an RTO typically includes:

Confirmation of quorum and conflicts of interest declarations Review and confirmation of previous minutes and action items Self-assurance report: key performance indicators, audit findings, validation outcomes Compliance status update: any ASQA correspondence, conditions, or regulatory changes Financial report: revenue, expenditure, cash position, and forward projections Student outcomes and satisfaction data Risk register review: current risks, ratings, and mitigation actions Continuous improvement: completed actions and items under way Strategic items: any decisions required at governance level Action items from the meeting with responsible persons and timeframes

The minutes of every meeting should record that these items were genuinely discussed — not just noted — and that Governing Persons asked questions and made decisions where required.

Common Governance Failures ASQA Identifies

Based on ASQA's published audit findings and the experience of Vivacity consultants working with RTOs across Australia, the most common governance failures under the 2025 Standards are:

Governance in name only. A governance structure exists on paper — a board or management committee is documented — but Governing Persons are not actively involved in oversight. Meetings are infrequent, minutes are sparse, and management effectively operates without governance accountability.

No documented fit and proper records. RTOs fail to maintain written records confirming that each Governing Person has been assessed against the fit and proper requirements, or fail to update those records when a Governing Person's circumstances change.

Self-assurance reporting that doesn't reach the governing body. Compliance monitoring is conducted by management but findings are not escalated to Governing Persons for oversight. The governing body cannot demonstrate knowledge of the RTO's compliance status.

Conflicts of interest not managed. Governing Persons have undisclosed conflicts of interest, or disclosed conflicts are not properly managed and documented in meeting minutes.

Governance and management conflated. In smaller RTOs particularly, there is no clear separation between governance decisions and management decisions, making it impossible for ASQA to identify genuine governance oversight.

How to Document Governing Persons for ASQA

RTOs should maintain a Governing Persons Register that records, at a minimum:

Full name and contact details of each Governing Person Their role and basis for governance authority (director, committee member, etc.) Date of appointment and, where applicable, term of appointment Fit and proper person declaration — signed and dated Qualifications or experience relevant to governance competency Any declared conflicts of interest and how they are being managed Date of any changes to the above

This register should be reviewed and updated at least annually, and immediately when any Governing Person is appointed, resigns, or has a change in circumstances that might affect their fit and proper status.

Frequently Asked Questions

What is a Governing Person in an RTO? A Governing Person is an individual who holds ultimate accountability for the governance of a Registered Training Organisation. The term is defined under the Standards for RTOs 2025 and applies to anyone who exercises strategic control or significant influence over how the RTO is governed, regardless of their formal title.

Are Governing Persons the same as a board of directors? Not necessarily. In a company-structured RTO, directors are Governing Persons. But in other legal structures — incorporated associations, sole traders, partnerships, or government entities — Governing Persons are whoever exercises equivalent governance authority. The Standards define the function, not the title.

Does a CEO or Principal Executive Officer count as a Governing Person? Not automatically. A CEO or PEO is a management role. They become a Governing Person only if they also exercise governance-level authority over the RTO's strategic direction — for example, if they are also a director of the company.

What obligations do Governing Persons have under the 2025 Standards? Governing Persons must actively oversee the RTO's self-assurance system, ensure governance competency within the governing body, maintain oversight of financial sustainability, meet fit and proper person requirements, and ensure the RTO operates in accordance with the Standards for RTOs 2025.

What records does ASQA expect for Governing Persons? ASQA expects RTOs to maintain a documented register of Governing Persons including fit and proper declarations, governance meeting minutes that demonstrate active oversight, and records of any conflicts of interest and how they have been managed.

Can a person be a Governing Person without knowing it? Yes. A person who exercises significant influence over an RTO's governance decisions — even informally, and even without a formal title — may be a Governing Person under the 2025 Standards. Shadow directors and persons of significant influence are captured by the definition.

The Vivacity Perspective

Governance is the foundation on which everything else in your RTO sits. When Governing Persons are genuinely engaged — asking the right questions, receiving meaningful reports, and holding management accountable — compliance becomes a natural output of how the organisation operates. When governance is treated as a formality, compliance becomes a permanent firefight.

At Vivacity, we help RTOs build governance structures that are both compliant and genuinely functional. If your governing body isn't sure whether it's meeting the 2025 Standards expectations, a Compliance Clarity Call is the clearest starting point.

Ready to strengthen your RTO's governance? Book a Compliance Clarity Call with Angela → Explore the Vivacity Superhero Membership →

Related Reading

What is RTO Self-Assurance? A Plain-English Guide to the 2025 Model → What Should Be on a Governance Meeting Agenda for an RTO? (Coming Tier 3) How to Prepare for an ASQA Audit in 2025 (Coming Week 3) The RTO Self-Assurance Checklist 2025 (Coming Week 4)

Angela Connell-Richards is the Founder and CEO of Vivacity Coaching & Consulting (ABN 40 140 059 016). With more than 30 years in the VET sector, she specialises in RTO compliance, governance advisory, and audit preparation under the Standards for RTOs 2025. Vivacity supports RTOs and CRICOS providers across Australia.