About our governance

Find out more about our corporate governance, our board, committee members, and the code of conduct for AICD members.

We are dedicated to making a difference to the quality of directorship and seek to promote excellence in governance. As such, we are committed to ensuring that we lead by example in how our organisation is governed.

We are a national organisation with seven state and territory divisions. Our national board, which consists of up to 12 directors, is our governing body, and is comprised of national directors, seven division directors, and our CEO, who may be appointed as a director to the board. 


Every year, we run several hundred programs and courses that convey to participants the theory of corporate governance and how to apply it in practice. The theme of effective governance – whether it is the systems, processes or relationships that define the practice – also underpins the information resources we provide and many of the events that we conduct around the country.

2021 Annual General Meeting 

The AICD held its Annual General Meeting (AGM) on Wednesday 17 November 2021 at 5.00pm (AEDT). 

To enable as many members as possible to participate in the meeting (and given the continuing uncertainty in relation to public health restrictions that would apply as a result of the COVID-19 pandemic), the 2021 AGM was held as a virtual meeting. 

Further information on the 2021 AGM, including the meeting webcast, can be accessed here


Our board 

The governing body of our organisation, the Board, provides oversight within the framework of relevant legislation (including the Corporations Act), our Constitution and Board Charter.

The responsibilities of the Board include setting and reviewing our strategic direction, monitoring organisational performance, the appointment of the CEO and deciding on key policy positions to take on behalf of directors.

The Board currently consists of 12 directors, including 4 National Directors, one of whom is the chair, 7 Division Directors and the Managing Director and Chief Executive Officer. The procedure for the appointment of directors can be found in our Constitution.

The AICD maintains a Board Skills Matrix that sets out the mix of skills and experience of each director, which is reviewed annually. The Board Skills Matrix is found here.


Code of Conduct

All our members are expected to comply with our Code of Conduct.


Diversity policy

Our organisation respects and values the competitive advantage of diversity, and the benefit of its integration throughout the organisation, in order to enrich our perspective, improve performance, increase member value, and enhance the probability of achievement of our goals and objectives.”


Policy committees

We consult with diverse voices from across our membership.

The APRA Forum supports the AICD in its commitment to excellence in governance.

Objectives

To advise the AICD on governance issues as they relate to APRA-regulated entities and to help improve relations and communication between APRA and the director community.

Chair

Mr John Green FAICD

APRA Forum membership

Committee members include practising directors of APRA-regulated entities.

  • Mr David Gordon
  • Mr David Armstrong MAICD
  • Mr Geoff Austin MAICD
  • Ms Maree O’Halloran
  • Mr Geoff Brundson FAICD
  • Ms Annette King
  • Ms Judith Downes FAICD
  • Ms Paula Dwyer FAICD
  • Mr Paul Gallagher GAICD
  • Ms Belinda Gibson FAICD
  • Mr Brian Greig GAICD
  • Mr Peeyush Gupta AM FAICD
  • Ms Sally Herman GAICD
  • Mr Peter Marriott MAICD
  • Mr Trevor Matthews FAICD
  • Ms Gai McGrath GAICD
  • Ms Jann Skinner FAICD
  • Mr John Shewan CMInstD NZ
  • Mr Peter Warne FAICD
  • Ms Nicolette Rubinsztein
  • Mr Robert Whitfield AM FAICD
  • Ms Noeline Woof GAICD
  • Mr Angus Armour FAICD (ex officio)
  • Ms Louise Petschler GAICD (ex officio)

Secretary

Mr David McElrea, Senior Policy Adviser

Promotes discussion on issues of importance to chairs of major Australian listed companies.

Objectives

To promote discussion on issues of importance to the chairs of major Australian listed companies and provide input and feedback to our board and management. By listening to senior directors and gathering the views of the chairs, we ensure that our policy development for listed company boards reflects the voice of directors.

Chair

Mr Lindsay Maxsted FAICD

Members

Members of the ASX Chairs' Forum include:

  • Mr Glenn Stevens AC
  • Ms Alison Deans GAICD
  • Mr Michael Wilkins AO FAICD
  • Mr James Graham FAICD
  • Mr John Bevan MAICD
  • Mr Malcolm Broomhead AO FAICD
  • Ms Elizabeth Bryan AM FAICD
  • Mr Gordon Cairns
  • Mr Michael Chaney AO FAICD
  • Mr Philip Chronican GAICD
  • Professor Mark Compton AM FAICD
  • Ms Paula Dwyer FAICD
  • Mr David Gonski AC FAICDLife
  • Mr Richard Goyder AO FAICD
  • Mr Peter Hay FAICD
  • Ms Debra Hazelton GAICD
  • Mr Rick Holliday-Smith FAICD
  • Mr Stephen Johns FAICD
  • Mr Rick Lee AM FAICD
  • Mr Graeme Liebelt FAICD
  • Ms Catherine Livingstone AO FAICD
  • Mr Ken MacKenzie FAICD
  • Ms Vickki McFadden MAICD
  • Mr John McFarlane OBE
  • Ms Christine McLoughlin FAICD
  • Dr Brian McNamee AO
  • Mr John Mulcahy MAICD
  • Mr Paul O'Sullivan MAICD
  • Mr Paul Rayner FAICD
  • Mr Brian Schwartz AM FAICD
  • Mr Michael Ullmer AO FAICD
  • Mr Peter Warne FAICD
  • Mr Damian Roche
  • Mr John Mullen
  • Angus Armour FAICD (ex officio)
  • John Atkin FAICD (ex officio)

Secretary

Mr Simon Mitchell

Promotes discussion on issues of importance to Australia’s not-for-profit sector.

Objectives

The objective of the Forum is to promote discussion on issues of importance to the chairs of not-for-profit (NFP) organisations, while recognising the diversity of the broader sector. The intention is that NFP Chairs' Forum discussions will help shape the AICD’s activities as they relate to NFP governance, including AICD policy positions.

Chair

Ms Anne Cross AM MAICD

Members

Members of the Chairs' Forum include:

  • Prof Jack Beetson
  • Ms Marina Go MAICD
  • Ms Virginia Bourke FAICD
  • Mr Shannon Adams FAICD
  • Ms Virginia Bourke FAICD
  • Ms Lisa Chung AM FAICD
  • Mr Bruce Cowley FAICD
  • Mr Ken Dean FAICD
  • Ms Diane Grady AO FAICD
  • Mr Ian Hamm MAICD
  • Dr Justin Koonin GAICD
  • Mr Paul Masi MAICD
  • Ms Rowena McNally FAICD
  • Prof Elizabeth More AM MAICD
  • Ms Susan Pascoe AM FAICD
  • Mrs Fiona Payne GAICD
  • Mr Craig Perkins GAICD
  • The Hon. Kerry Sanderson AC FAICD
  • Ms Louise Petschler GAICD (ex officio)
  • Mr Phil Butler GAICD (ex officio)
  • Mr Angus Armour FAICD (ex officio)

Secretary

Ms Christie McGrath, Senior Policy Adviser 

Identifies and advocates for good practice in governance and directorship.

Objectives

To identify and to advocate for good practice in governance and directorship.

Chair

Dr Sally Pitkin FAICD

Committee members

Committee members include directors from a diverse range of companies who have a keen interest in corporate governance and improving board effectiveness.

  • Ms Catherine Brenner FAICD
  • Mr Bruce Brook MAICD
  • Mr Steven Cole FAICD
  • Ms Kathleen Conlon FAICD
  • Ms Melinda Conrad FAICD
  • Mr Andrew Thompson FAICD
  • Ms Alison Deans GAICD
  • Mr John Green FAICD
  • Prof Pamela Hanrahan
  • Mr Ben Hubbard FAICD
  • Prof Jennifer Martin GAICD
  • Mr Dawson Petie FAICD
  • Dr Dimity Podger
  • Dr Michael Schaper FAICD
  • Mr Peter Warne FAICD
  • Naomi Edwards FAICD
  • Mr Angus Armour FAICD (ex officio)
  • Ms Louise Petschler GAICD (ex officio)

State Representatives

  • ACT - Dr Michael Schaper FAICD
  • NSW - Prof Jenny Martin GAICD
  • QLD - Mr Dawson Petie FAICD
  • SA/NT - Vacant
  • TAS - Vacant
  • VIC - Mr Ben Hubbard FAICD
  • WA - Ms Helen Cook FAICD

Secretary

Ms Laura Bacon, Policy Adviser

Reviews and considers draft legislation, regulations and legal issues affecting directors.

Objectives

To review and consider draft legislation, regulations and legal issues affecting directors.

Chair

Ms Priscilla Bryans MAICD

Committee members

Committee members include practising directors, partners of professional services firms, consultants and academics who specialise in advising boards on a range of legal issues, together with representatives of our division councils.

  • Mr Kevin McCann AO FAICD
  • Dr Robert Austin
  • Mr Tim Bednall GAICD
  • Mr Fraser Bell GAICD
  • Mr Brett Cowell FAICD
  • Ms Caroline Cox MAICD
  • Mr David Craig FAICD
  • Mr Vijay Cugati
  • Mr Tim Gordon
  • Ms Teresa Handicott FAICD
  • Prof Jason Harris
  • Ms Tricia Hobson GAICD
  • Ms Dominique Hogan-Doran SC MAICD
  • Mr Graeme Lynch AM FAICD
  • Ms Karen Pedersen
  • Ms Henrietta Rowe MAICD
  • Dr Rosemary Teele Langford
  • Ms Kate Waterford GAICD
  • Mr Angus Armour FAICD (ex officio)
  • Ms Louise Petschler GAICD (ex officio)

State Representatives

  • ACT - Ms Kate Waterford GAICD 
  • NSW - Vacant
  • QLD - Ms Teresa Handicott FAICD
  • SA/NT - Mr Brett Cowell FAICD
  • TAS - Mr Graeme Lynch AM FAICD
  • VIC - Vacant
  • WA - Mr David Craig FAICD

Secretary   

  • Ms Laura Bacon, Policy Adviser 

Focuses on corporate reporting and related policy issues.

Objectives

The objectives of the committee are to advise the AICD on corporate reporting and related policy issues. Specifically, the Committee is to:

  • Advise on and assist in developing and updating the AICD policy position on corporate reporting and related issues;

  • Widely promote the AICD’s views on corporate reporting and related policy issues to AICD members, society, business, government and regulatory authorities;

  • Consider and advise the AICD on corporate reporting and related policy issues raised by, or relevant to, the AICD’s members; and

  • Develop and maintain relevant strategic relationships with government, industry groups, agencies, and relevant committees.

 

Chair

Mr Michael Coleman FAICD

 

Committee Members

Committee members include practising directors, experts from professional firms and professional associations, chief financial officers and representatives from each of our Division Councils.

  • Mr David Armstrong MAICD
  • Mr Michael Bradburn GAICD
  • Ms Ilea Buffier FAICD
  • Ms Anna Crawford
  • Ms Sue Dahn FAICD
  • Ms Regina Fikkers
  • Mr Christopher George MAICD
  • Mr Amir Ghandar
  • Mr Ram Subramanian
  • Ms Merilyn Gwan
  • Mr Chris Hall MAICD
  • Ms Jennifer Lambert FAICD
  • Ms Robin Low GAICD
  • Mr Martin McGrath
  • Mr Grant Murdoch FAICD
  • Ms Nicolle Rantanen FAICD
  • Ms Jann Skinner FAICD
  • Mr Miles Smith GAICD
  • Ms Helen Cook FAICD
  • Mr Angus Armour FAICD (ex officio)
  • Ms Louise Petschler GAICD (ex officio)


State Representatives

  • ACT - Ms Ilea Buffier FAICD
  • NSW - Mr Michael Coleman FAICD
  • QLD - Mr Grant Murdoch FAICD
  • SA/NT - Ms Nicolle Rantanen FAICD
  • TAS - Mr Miles Smith GAICD
  • VIC - Ms Sue Dahn FAICD
  • WA - Mr Andrew Thompson FAICD

Secretary

Mr David McElrea, Senior Policy Adviser

Explores governance and directorship issues relevant to technology and innovation.

Objectives

To advise the AICD on innovation and technology issues as they relate to the AICD’s mission by providing a forum to draw on members’ insights and perspectives on this issue to inform the AICD’s activities.

 

Chair

Mr Kee Wong FAICD

 

Committee Members

Committee members are drawn from within and outside of the AICD membership and comprise executives and directors with relevant experience from both Australia and abroad.

  • Dr Bronte Adams AM GAICD
  • Ms Kathleen Bailey-Lord FAICD
  • Mr Tony Bates PSM MAICD
  • Ms Jan Begg FAICD
  • Mr Randall Brugeaud MAICD
  • Mr Bill Chang
  • Mr Jonathan Davey GAICD
  • Mr Nicholas Davis
  • Dr Charlie Day GAICD
  • Dr John Diekman
  • Mr Graham Goldsmith FAICD
  • Mr Hakan Eriksson Dr h.c. GAICD
  • Mr Graham Goldsmith FAICD
  • Mr Chris Hancock
  • Dr Michael Hartmann
  • Mr Ben Heap GAICD
  • Mr Robert Hillard
  • Mr Steve Leonard
  • Ms Yasmin Mahmood
  • Ms Louise McElvogue FAICD
  • Mr Tibor Schwartz GAICD
  • Dr Parmjit Singh
  • Mr Gavin Slater GAICD
  • Mr Andrew Stevens MAICD
  • Mrs Wendy Stops GAICD
  • Dr Peter C. Wilton
  • Dr Katherine Woodthorpe AO FAICD

  • Mr Angus Armour FAICD (ex officio)
  • Ms Louise Petschler GAICD (ex officio)

 

Secretary

Ms Laura Bacon, Policy Adviser

OUR DIVISION COUNCILS
 

Members of division councils  

We are a federation of 7 State and Territory Divisions. Each Division maintains a local office and is advised and supported by a Division Council.

The role of Division Councils, as documented in the Division Council Charter, is to provide advice to the Board and to support the Board and AICD management in fulfilling the AICD’s purpose set out in its Constitution.

Further details regarding the composition, responsibility and operation of Division Councils are contained in the Division Council Charter, which are in addition to, and supplement the provisions contained in, the Constitution (Article 8.189).

The Council assists in providing guidance and strategic input into the direction of the Division.

The ACT Council

The ACT Division of the Australian Institute of Company Directors has an ACT Council to assist in guidance and strategic input into the direction of the Division. The Council also approves all membership applications and subsequent upgrades of membership.

The Role of the Council

The role and duties of the Council is are set out in clause 2 of the Division Council Charter. 

Council Members

With effect from 6 November 2021, your ACT Division Councillors are:

  • Anne-Marie Perret GAICD (Division President)
  • Jennifer Bennett GAICD
  • Ilea Buffier FAICD
  • David Carr GAICD
  • Russell Eade GAICD
  • Zoe Piper GAICD
  • Dr Michael Schaper FAICD (Division Director, AICD Board)
  • Kate Waterford GAICD
  • Christine Williams FAICD

Council Procedures

A Council generally consists of at least five and not more than eleven members, with up to six Councillors elected by the members of the Division. Each Council appoint a President who serves for a period of up to three years at the discretion of the Council. Each Council also nominates one of its members, often the Division President, for appointment to the Australian Institute of Company Directors board for a period of up to three years. If the Councillor is appointed by the board to serve as a Division Director, that Councillor will also continue as a member of the Council (as the Division Director Councillor) while they hold the position of Division Director.

Elected Council members must retire at the end of their three-year term; however, a retiring member may be eligible for re-election. Generally, the maximum time a Council member may serve on the Council without Board approval is nine consecutive years.

The Council assists in providing guidance and strategic input into the direction of the Division.

The NSW Council

The NSW Division of the Australian Institute of Company Directors has a NSW Council to assist in guidance and strategic input into the direction of the Division. The Council also approves all membership applications and subsequent upgrades of membership.

The Role of the Council

The role and duties of the Council is are set out in clause 2 of the Division Council Charter. 

Council Members

With effect from 11 March 2022, your NSW Division Councillors are:

  • Dr Katherine Woodthorpe AO FAICD (Division President)
  • Michael Coleman FAICD
  • Dr Sue Craig GAICD
  • Dr Diana Day FAICD
  • Prof Jennifer (Jenny) Martin GAICD
  • Louise McElvogue FAICD
  • Arlene Tansey FAICD (Division Director, AICD Board)

Council Procedures

A Council generally consists of at least five and not more than eleven members, with up to six Councillors elected by the members of the Division. Each Council appoint a President who serves for a period of up to three years at the discretion of the Council. Each Council also nominates one of its members, often the Division President, for appointment to the Australian Institute of Company Directors board for a period of up to three years. If the Councillor is appointed by the board to serve as a Division Director, that Councillor will also continue as a member of the Council (as the Division Director Councillor) while they hold the position of Division Director.

Elected Council members must retire at the end of their three-year term; however, a retiring member may be eligible for re-election. Generally, the maximum time a Council member may serve on the Council without Board approval is nine consecutive years.

The Council assists in providing guidance and strategic input into the direction of the Division.

The QLD Council

The QLD Division of the Australian Institute of Company Directors has a QLD Council to assist in guidance and strategic input into the direction of the Division. The Council also approves all membership applications and subsequent upgrades of membership.

The Role of the Council

The role and duties of the Council is are set out in clause 2 of the Division Council Charter. 

Council Members

With effect from 1 October 2021, your QLD Division Councillors are::

  • Teresa Handicott FAICD (Division President, commencing 01/01/2022)
  • Annabelle Chaplain AM FAICD
  • Jane Crombie GAICD
  • Anne Cross AM FAICD (Division President & Division Director, AICD Board)
  • Ian Dover FAICD
  • Susan Forrester AM FAICD
  • Dawson Petie FAICD
  • Cindy Shannon AM FAICD
  • Luckbir Singh GAICD
  • Paul Woosley MAICD

Council Procedures

A Council generally consists of at least five and not more than eleven members, with up to six Councillors elected by the members of the Division. Each Council appoint a President who serves for a period of up to three years at the discretion of the Council. Each Council also nominates one of its members, often the Division President, for appointment to the Australian Institute of Company Directors board for a period of up to three years. If the Councillor is appointed by the board to serve as a Division Director, that Councillor will also continue as a member of the Council (as the Division Director Councillor) while they hold the position of Division Director.

Elected Council members must retire at the end of their three-year term; however, a retiring member may be eligible for re-election. Generally, the maximum time a Council member may serve on the Council without Board approval is nine consecutive years.

The Council assists in providing guidance and strategic input into the direction of the Division.

The VIC Council

The VIC Division of the Australian Institute of Company Directors has a VIC Council to assist in guidance and strategic input into the direction of the Division. The Council also approves all membership applications and subsequent upgrades of membership.

The Role of the Council

The role and duties of the Council is are set out in clause 2 of the Division Council Charter. 

Council Members

With effect from 1 October 2021, your VIC Division Councillors are:

  • Rebecca McGrath FAICD (Division President & Division Director, AICD Board)
  • Kathleen Bailey-Lord FAICD
  • Sue Dahn FAICD
  • Jenny Dawson FAICD
  • Ian Hamm MAICD
  • Ben Hubbard FAICD
  • Nihal Shah GAICD
  • Dr Samantha Smith GAICD
  • Chris Thomas FAICD

Council Procedures

A Council generally consists of at least five and not more than eleven members, with up to six Councillors elected by the members of the Division. Each Council appoint a President who serves for a period of up to three years at the discretion of the Council. Each Council also nominates one of its members, often the Division President, for appointment to the Australian Institute of Company Directors board for a period of up to three years. If the Councillor is appointed by the board to serve as a Division Director, that Councillor will also continue as a member of the Council (as the Division Director Councillor) while they hold the position of Division Director.

Elected Council members must retire at the end of their three-year term; however, a retiring member may be eligible for re-election. Generally, the maximum time a Council member may serve on the Council without Board approval is nine consecutive years.

The SA/NT Council and NT Committee assist in providing guidance and strategic input into the direction of the Division.

The SA/NT Council

The SA/NT Division of the Australian Institute of Company Directors has the SA/NT Council and NT Committee to assist in guidance and strategic input into the direction of the Division. The NT Committee Chair is a member of the SA/NT Council. The Council also approves all membership applications and subsequent upgrades of membership.

The Role of the Council

The role and duties of the Council is are set out in clause 2 of the Division Council Charter. 

Council Members

With effect from 22 December 2021, your SA/NT Division Councillors are:

  • Susan Neuhaus AM CSC FAICD (Division President)
  • Fraser Bell GAICD
  • Julie Cooper FAICD (Division Director, AICD Board)
  • Sonya Furey GAICD
  • Richard Giles FAICD (Chair - NT Committee)
  • Alison Kimber GAICD
  • Nicolle Rantanen Reynolds FAICD
  • Steve Rossingh GAICD
  • Adrian Skull FAICD

Your NT Committee Members are:

  • Richard Giles FAICD (Chair)
  • Lorraine Corowa GAICD
  • Karen Green GAICD
  • Alastair King OAM FAICD
  • Maria Mohr GAICD
  • Steve Rossingh GAICD
  • Ross Springolo FAICD
  • Chris Tudor AM MAICD

Council Procedures

A Council generally consists of at least five and not more than eleven members, with up to six Councillors elected by the members of the Division. Each Council appoint a President who serves for a period of up to three years at the discretion of the Council. Each Council also nominates one of its members, often the Division President, for appointment to the Australian Institute of Company Directors board for a period of up to three years. If the Councillor is appointed by the board to serve as a Division Director, that Councillor will also continue as a member of the Council (as the Division Director Councillor) while they hold the position of Division Director.

Elected Council members must retire at the end of their three-year term; however, a retiring member may be eligible for re-election. Generally, the maximum time a Council member may serve on the Council without Board approval is nine consecutive years.

The Council assists in providing guidance and strategic input into the direction of the Division.

The TAS Council

The TAS Division of the Australian Institute of Company Directors has a TAS Council to assist in guidance and strategic input into the direction of the Division. The Council also approves all membership applications and subsequent upgrades of membership.

The Role of the Council

The role and duties of the Council is are set out in clause 2 of the Division Council Charter. 

Council Members

With effect from 1 October 2021, your TAS Division Councillors are:

  • Graeme Lynch AM FAICD (Division President)
  • Naomi Edwards FAICD (Division Director, AICD Board)
  • Paul Lupo MAICD
  • Joe Luttrell GAICD
  • Katherine Schaefer GAICD
  • Miles Smith GAICD
  • Dr Katrena Stephenson GAICD

Council Procedures

A Council generally consists of at least five and not more than eleven members, with up to six Councillors elected by the members of the Division. Each Council appoint a President who serves for a period of up to three years at the discretion of the Council. Each Council also nominates one of its members, often the Division President, for appointment to the Australian Institute of Company Directors board for a period of up to three years. If the Councillor is appointed by the board to serve as a Division Director, that Councillor will also continue as a member of the Council (as the Division Director Councillor) while they hold the position of Division Director.

Elected Council members must retire at the end of their three-year term; however, a retiring member may be eligible for re-election. Generally, the maximum time a Council member may serve on the Council without Board approval is nine consecutive years.

The Council assists in providing guidance and strategic input into the direction of the Division.

The WA Council

The WA Division of the Australian Institute of Company Directors has a WA Council to assist in guidance and strategic input into the direction of the Division. The Council also approves all membership applications and subsequent upgrades of membership.

The Role of the Council

The role and duties of the Council is are set out in clause 2 of the Division Council Charter. 

Council Members

With effect from 1 October 2021, your WA Division Councillors are:

  • Paul Sadleir FAICD (Division President)
  • Maree Arnason FAICD
  • Helen Cook FAICD
  • David Craig FAICD
  • Jane Cutler FAICD
  • Derek La Ferla FAICD (Division Director, AICD Board)
  • Fiona Payne FAICD
  • Gillian Swaby FAICD
  • Andrew Thompson FAICD

Council Procedures

A Council generally consists of at least five and not more than eleven members, with up to six Councillors elected by the members of the Division. Each Council appoint a President who serves for a period of up to three years at the discretion of the Council. Each Council also nominates one of its members, often the Division President, for appointment to the Australian Institute of Company Directors board for a period of up to three years. If the Councillor is appointed by the board to serve as a Division Director, that Councillor will also continue as a member of the Council (as the Division Director Councillor) while they hold the position of Division Director.

Elected Council members must retire at the end of their three-year term; however, a retiring member may be eligible for re-election. Generally, the maximum time a Council member may serve on the Council without Board approval is nine consecutive years.

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