AICD board remuneration proposal to go to AGM

The AICD’s 2025 Annual General Meeting (AGM) will be held on 26 November 2025. Member approval will be sought for three resolutions relating to proposed AICD Constitution amendments to permit the remuneration of AICD’s non-executive directors.

By now, AICD members will have received information regarding the AICD’s 2025 AGM, which can also be found on our website here: Annual Reports and Annual General Meetings.

At this year’s AGM, we will be seeking member approval for three resolutions relating to proposed amendments to AICD’s Constitution, including to permit the remuneration of AICD’s non-executive directors and set the remuneration pool amount. Details of these amendments are in the Notice of Meeting.

The Board believes the proposal reflects significant legal, governance and fiduciary responsibilities that come with being a director. The Board was also encouraged by strong support for the proposal in recent member consultation.

Other arguments in favour of the proposal include:

• Alignment with NFP sector trends and governance expectations;
• Enabling greater diversity and inclusion on the AICD Board by removing financial barriers;
• Modest cost impact relative to AICD’s revenue (around 0.32 per cent of anticipated operating revenue for FY25); and
• AICD leading this important conversation for NFPs.

It’s important to note the AICD Board’s decision to progress with the proposal has been made in consideration of AICD’s unique circumstances and operating environment. The AICD is not suggesting all NFP boards should remunerate their directors.

As AICD’s Managing Director & CEO, Mark Rigotti, outlined in his October Company Director column, “The AICD is among the fewer than one per cent of charities with revenue over $100m. Remuneration just isn’t feasible for many smaller groups and we’re not suggesting it should be.”

Ultimately, the decision to proceed with these changes is up to AICD members. The Board encourages as many members as possible to vote on the 2025 AGM resolutions to ensure the outcome genuinely reflects the membership’s views.

You can read more about AICD’s consultation regarding remuneration of AICD’s non-executive directors here.