Member consultation on prospective AICD Constitution Amendments

The AICD is consulting with members on prospective constitutional amendments to allow the remuneration of AICD directors. It is important to ensure that the structure and workings of any proposed amendments are clearly understood and supported by members.

A Discussion Paper has been prepared to provide background information to members relating to the proposed amendments. The Discussion Paper is available for members to review here.

Members are encouraged to review the Discussion Paper and are invited to provide feedback on the issues during the period of 9 May to 13 June 2025. Members can provide feedback on the consultation using the online form or via email to companysecretariat@aicd.com.au.

Members may also ask questions or provide feedback at one of AICD’s Constitution Amendments Town Halls which will be led by Tim Sarah FAICD, Chair of AICD’s Nominations and Governance Committee and Mark Rigotti, Managing Director & CEO. You may register to attend one of the Town Halls as follows:

In Person

• Brisbane: Thursday, 22 May 2025, 12:00pm-1:00pm (AEST) Register here
• Sydney: Friday, 23 May 2025, 4:00pm-5:00pm (AEST) Register here
• Melbourne: Thursday, 5 June 2025, 4:00pm-5:00pm (AEST) Register here
• Perth: Thursday, 12 June 2025, 12:00pm-1:00pm (AWST) Register here

Online

• Zoom: Friday, 23 May 2025, 11:30am-12:30pm (AEST) Register here

Following the consultation period, should members generally appear to be in support of the proposal, a special resolution will be put at the 2025 AGM for consideration by the members.

For more information, please see our FAQs below or contact companysecretariat@aicd.com.au. 

FAQs

Why is the AICD consulting on remuneration for the AICD Board?

Currently, non-executive directors of the AICD (AICD directors) are not remunerated and the organisation’s Constitution prohibits payment to AICD directors.

However, the question of whether to remunerate directors in the not-for-profit (NFP) sector has gained traction, especially for larger NFP/ Australian Charities and Not-for-profits Commission (ACNC) registered organisations, where regulatory compliance demands, governance complexities, responsibilities of office, personal liability risks and time and performance demands continue to increase, and as calls for board composition diversity escalate.

The AICD Board regularly reviews its governance structure and composition. It has become evident that the current constitutional constraints of not remunerating AICD directors may no longer be appropriate.

Why does the Board support payment of fees to directors?

The rationale for and against the payment of fees to directors is outlined in the Discussion Paper. At a high level the rationale for the amendments includes the following:

• Recognising the significant time, effort and expertise of directors: The time commitment required from the AICD directors, and in particular its Chair, generally is extensive. Offering remuneration acknowledges the substantial effort and expertise our directors contribute.
• Attracting suitable candidates to the AICD Board: Remunerating directors supports diversity on the board by attracting individuals from a wider variety of backgrounds and those who may not be able to devote the time required without some compensation.
• Member and stakeholder engagement: Compensating the AICD directors facilitates and supports their ability to actively engage with members and stakeholders in pursuit of AICD’s purpose and interests.
• Not-for-profit sector trends: Trends in the NFP sector indicate an evidence-based rationale for remunerating the AICD Chair and directors. Many large NFP organisations have moved towards paying their directors given the increasing expectations and complexities of governance.

How much would the AICD directors be remunerated?

AICD’s current thinking, subject to member consultation and feedback, is to invite the AICD members to set and approve a relatively modest maximum aggregate director remuneration pool at the 2025 AGM to accommodate individual AICD director/Chair annual remuneration payments as follows:

• AICD Chair: $50,000 (including superannuation and inclusive of all Board committee and related responsibilities);
• AICD Director: $25,000 (including superannuation and inclusive of all Board committee and related responsibilities); and
• a modest contingency “buffer” to facilitate reasonable board succession planning and future CPI contingencies without having to frequently seek member approval for minor adjustments.

Financial analysis of the proposed fee structure indicates that the initial total annual AICD director remuneration of $325,000 with an additional modest contingency buffer in the director remuneration pool, represents around 0.32% of anticipated operating revenue for FY25.

How are members being consulted?

A consultation period is scheduled from Friday, 9 May 2025 to Friday, 13 June 2025. Specific issues on which member consultation and feedback are invited are outlined in the Discussion Paper. Members may provide responses to those issues or general feedback through the following channels:

• Online: using this digital form.
• Email: directly to companysecretariat@aicd.com.au.
• Town Halls:  attending one of the upcoming in-person or online AICD Constitution Amendments Town Halls.

Following the initial consultation, it is also proposed that a short survey will be sent to members to ensure that broad member feedback is captured.

All member feedback will be considered and, if there is general support for the concept, members will receive additional information, including a revised proposed Constitution, with a view to obtaining formal approval by special resolution at the 2025 AGM.