As the AICD’s flagship Company Directors Course marks its 50th anniversary, graduates share reflections on five decades of governance development that shaped Australian business. (This is the first section of a two-part series. Click here for the second part.)
This year, the CDC marks its 50th anniversary, and the prestigious “GAICD” badge, awarded exclusively to graduates of the course, is an instantly recognisable qualification for company and organisational directorship in Australia. Graduates span decades and join an esteemed and diverse cohort of alumni across many sectors. The course has become what many of its graduates call “essential” business training.
Many Australians embark on director careers with a desire to return their knowledge to the market and society. They have a deep desire to give back. Effective governance can make an impact far beyond the walled gardens of organisations today. This enduring truth is the foundation of the Company Directors Course (CDC), a 50-year-old institution built by the world’s largest director organisation, the AICD. Emeritus Professor Geoffrey Kiel FAICD, a corporate governance and strategy expert, early architect of the CDC and chair of Strategic Governance, says governance in all its complexity has never been more important.
“Everything we do in our modern life involves an interaction with an organisation,” he says. “They are fundamental to modern society. If we’re going to have a society that really works, then we need to have organisations that know how to balance the needs of various stakeholder groups and work within the law, but also have an ethical basis, whether they’re for profit or not-for-profit.”
The AICD was officially constituted in 1990 by the merger of the Company Directors Association of Australia and the Institute of Directors (IoD). The IoD was formed by royal charter in the United Kingdom in 1906.
In the 1960s, branches of the IoD began to appear in Australia at a time when the concept of “good” corporate governance was in its infancy.
The CDC began life as a program run with the University of New England. Its earliest iterations were rooted in governance practice of the day, with some board budgets recommending a $700 contingency allowance for purchasing a new typewriter, as revealed by 1980s AICD Victorian Council meeting notes.
As academic and industry literature about governance evolved — alongside global and local examples of poor director behaviour — so did the AICD’s flagship course. Today, the CDC is highly vocational and equips its graduates with knowledge across governance and directorship, the legal environment, risk and strategy, financial literacy and performance and board effectiveness.
The other side of the coin
Kiel notes the study and practice of good governance was previously overlooked, as management and the role of the C-suite was a primary focus. “The academic in me says, when I started, life was all about management. The word governance was hardly ever spoken. It was about management and the CEO role. The Americans were very strong on this. We’ve come to recognise management is one side of the coin. The flip side is governance, and the two things are different. Where management is about the day-to-day operations of the organisation, governance is about the checks and balances to ensure the organisation is acting for the betterment of society, no matter what sort of organisation it is.”
A landmark report
The 1990s marked a pivotal moment in the evolution of corporate governance. In 1992, the UK Cadbury Report — Financial Aspects of Corporate Governance — made a series of recommendations to raise governance standards and improve the control and reporting functions of boards. The landmark report was created after a wave of high-profile corporate scandals and brought about fundamental change to governance. Its codes were adopted in more than 100 countries. The impact was also felt in Australia, resulting in a call for greater corporate responsibility.
“Previously, the concept of a director really was [as] a home for retired CEOs and businesspeople, or as I called it, a halfway house between the CEO job and the golf course,” says Kiel. “Since then, we’ve had so many court cases. The responsibilities of directors have been strengthened. The Corporations Act itself changed markedly, as did case law around directorship and, in particular, the responsibilities of directors to exercise care and diligence.”
Education evolution
The Cadbury Report and a string of corporate scandals galvanised a wave of interest in education for directors, as it was taken ever more seriously in the eyes of the law and society. CDC enrolments rose and in the past 50 years, more than 100,000 have taken the course, 90,000 of them since 2003.
Kiel says directorship education has also broadened its appeal to be increasingly relevant outside the boardroom. “If you’re a professional manager, you should do the course. Even if you don’t want to be a director, you should do the course just to understand what boards of directors are about.”
Governance is undoubtedly more complex and ubiquitous, with directors held to far higher legal and ethical standards than 50 years ago. But Kiel says the key ingredients for the high-performing director are as simple as they were in the 1960s — a strong understanding of directorship, behavioural maturity and the commitment to apply oneself to its professional practice.
1980s: Technology drives globalisation, Australia steps up corporate governance standards
Christopher Gabriel FAICD
What was your first directorship?
I had completed a part-time Bachelor of Business Degree in finance and become a Fellow Certified Practising Accountant. The CDC was my next obvious step, given my career progression as a CFO and company secretary in an Australian subsidiary of a global telecommunications corporation.
I gained my first formal directorships during the 1990s and continued my part-time study, completing an MBA in marketing and a Bachelor of Laws. I also undertook further tertiary governance studies to enhance my global professional standing. I did the CDC at the time when mobile telecommunications were catalysing globalisation. Australia, as a remote island in a post-FBT environment, was in rapid catch-up mode, both in terms of global trade and corporate governance.
What was the CDC like?
It consolidated my academic and professional experience, emphasising the fiduciary obligations of directors within the context of responsibility, accountability and transparency. It was fun to do — engaging, comprehensive and extremely interesting. The course formed the cornerstone of my international career as a global CEO and director.
What was the most important lesson you took from it?
The value of personal integrity as a company director. Owning the responsibility for maintaining and growing shareholder wealth. Throughout my career, working in some of the most inhospitable and poorly governed geographies, my integrity was regularly challenged, in some cases, at the highest sovereign level. However, first and foremost in my mind was always my personal integrity and my fiduciary responsibility to shareholders, even if it meant walking away from potentially lucrative business deals.
How did it help your career?
Completing the CDC, plus executing with integrity and being governed by my fiduciary duty to shareholders, guaranteed me a seat at the table so my international career was able to flourish. My subsequent progression to fellowship of the AICD further cemented this guarantee, more often than not with a seat at the head of the table.
How has governance changed since you took the course?
Since completing the course, I have seen governance completely transform from virtually nothing to what is now and should be — a mandatory obligation to shareholders within our volatile geopolitical and geo-economic environment. The ongoing professional development requirements of the AICD provide an almost infinite array of practical and relevant education, through which I have been able to enhance my skillset and amass the tools necessary to meet current and emerging governance challenges. Such education even extends to include the ever-increasing risks of terrorism and cybercrime, and furthermore, the rapid evolution of AI.
What’s your advice for someone starting out on their director career?
Sign up for the CDC, continue with ongoing professional development and progress to AICD fellowship. It’s an investment that will serve to get you a seat at the table and continue to pay dividends.
Trevor Ireland GAICD
What was the CDC like?
Weekly lectures introduced this specialist exploration geologist to corporate legal, accounting and governance expertise and obligations applicable to directorship officeholders. These were fields of knowledge with which I had only passing acquaintance during my, by then, 20-year career as an exploration geologist in increasingly managerial roles. In preparation for the course-ending written examination, I had accumulated some 800 pages of reference material.
What was the most important lesson?
The breadth of a director’s role and responsibility for overall corporate governance, in addition to their particular executive director responsibility. The CDC training provided foundations and incentive to undertake a range of specialist courses outside my professional sphere, to better equip me for directorship roles.
How did it help your career?
Directorship experience and reputation, and awareness among industry colleagues, opened doors to more senior managerial positions, including a career-highlight posting overseas that required service on a number of my employer’s international subsidiaries’ boards.
How has governance changed since you took the course?
I believe while underlying principles have little changed, the priority, regulation, public and media scrutiny and transparency requirements of governance and multi-stakeholder issues in company management and associated board oversight have been revolutionised over the past two decades or so.
What key governance issues were you contending with at the time?
Firstly, I needed to prepare myself for transition from successful operational management in my professional field of exploration geology to corporate oversight via executive directorship roles. Secondly, and in particular, the navigation of the emerging law and dynamics of First Nations land ownership and associated rights.
What’s your advice for someone starting out on their director career?
Directorship requires skills and insights much broader than one’s particular professional training. These skills and insights can in part be acquired by responsible mentoring and modelling, but are broadened and enhanced by specific training, which was delivered in spades by my CDC. Knowledge of applicable law is fundamental to almost every situation.
1990s: Privatisation prevails, the Australian economy opens up
Andrew Bowcher GAICD
What was your first directorship?
I started off doing a lot of NFP and charity work, not just because of my [young] age, but also because of my skillset as an accountant.
What was the CDC like?
I enjoyed it. Being an accountant, I initially thought it was a process to get through. But there was a good cross-section of different people — from government, cooperatives and NFP sector. There was male-female diversity — a really nice group to be involved with.
What was the most important lesson you took from it?
Undertaking the CDC underscored for me that no matter what qualifications or experience you come in with, the learning never stops. It’s important to stay open to new information and not expect to know all the answers. This lesson has been incredibly valuable in my career.
How did it help your career?
It’s a tool, where it’s another example of you having credibility. At the same time, you’ve demonstrated you have undertaken it because there’s a relevance in it. It’s a designation that flags you have some experience and formal knowledge and training in being a director or assisting organisations or boards.
How has governance changed since you took the course?
Governance is about trying to be logical and trying to understand how things work. There’s probably a thought process that says one size fits all, but I’m not sure that’s true. Yes, you still need to do the governance side. You need to have a process. But every organisation is different with different stakeholders and its own challenges and opportunities. Because we’re in a dynamic world and environment, [governance] is the ability to look at what’s happening and pivot — and to have a bespoke model that satisfies your governance, but also adds value to what you’re doing to the organisation and stakeholders — having accountability, transparency, dealing with compliance and managing risk.
What key governance issues were you contending with at the time?
I was dealing with more of a deregulated environment. There was a lot of discussion on consolidation or the concept of having centralisation. The dollar had been floated. The economy had opened up. The Hawke-Keating accord had happened.
Separately, there was also a thought process, ‘Well, if that’s happening, if you’re in an organisation, how are you delivering your product or your services? Are there different ways to do it? Are there different governance structures? Do you centralise to get economies of scale?’ That’s what I was seeing at that stage.
I also saw started to see services, which historically had been delivered by the government, going to the private sector. I’ve been involved in building Anglican schools and low-fee schools. The number of both religious and independent schools grew significantly in that period. You’re now seeing organisations like Anglicare and CatholicCare offering services that the government would have offered 10 to 15 years ago, but that are now being contracted out to the NFP sector.
2000s: Governing amid a global financial crisis, the origins of ESG emerge
Naseema Sparks AM
What was your first directorship?
My first directorship was with the health supplements and vitamins company Blackmores.
What was the CDC like?
The course was very thorough, practical and well-taught. It gave me a good grounding in governance, of course, but also in aspects of business and business strategy from a generalist perspective. As a relatively new director, learning more about board dynamics and behaviours would prove extremely useful as my career developed.
What was the most important lesson you took from it?
The importance of weighing up my own social conscience in decision-making and the balance of opinion around the board table. The sometimes complex task of balancing shareholder benefit with that of other stakeholders. That a harmonious and curious board culture is worth several profit points.
How did it help your career?
The CDC graduate has an instantly recognisable qualification and very solid foundation in current issues of governance that impact directors from time to time. It is an essential prerequisite for a board career.
How has governance changed since you took the course?
Issues in governance are very fluid. The emergence of ESG as a major focus of boards is something that has occurred in the past 10–15 years. Climate risk, modern slavery, whistleblower legislation, data privacy and cybersecurity. People and culture issues such as workplace harassment, cultural risk, remote working, virtual AGMs, governing innovative and emerging companies, safe harbour regulations, governing through a pandemic, AI governance — the list is enormous. I have always thought the AICD embraces and adapts coursework to encompass emerging issues well.
What key governance issues were you contending with at the time?
Risk assessment of global supply chain management, the risks of digital commerce and online-only businesses, such as at GraysOnline, where I was a non-executive director. Also, gender diversity and stakeholder activism.
What’s your advice for someone starting out as a director?
AICD membership is a must for aspiring directors not only for CDC qualification, but for ongoing learning and networking with established directors.
Melinda Cilento GAICD
What was your first directorship?
Woodside Petroleum. It was definitely a big step up and one that I enjoyed. I benefited from being surrounded by excellent and experienced directors, a supportive chair and CEO, all of whom were prepared to share their knowledge and insights with me. It was also great to have a deep and talented team supporting the board.
What was the CDC like?
Honestly, a lot of work. To say the least, it comprehensively covers all the foundational issues and topics directors must be across. It was great to be able to hear and learn from the perspectives of other directors as we progressed through the course.
What was the most important lesson you learned?
I did the course after I had started on the Woodside board and the course helped me to frame all of the moving parts of good corporate governance, in particular to reflect on the different roles and accountabilities of board and management.
How did it help your career?
Like all credentials, the CDC helps give you confidence in what you are doing, particularly as a new director. Over time, it was the backdrop against which I reflected on and considered the expectations of different and diverse stakeholders.
How has governance changed since you took the course?
Expectations seem higher, the pace of change has accelerated, regulation is more prescriptive and it feels like there is less risk tolerance. On a positive note, board papers are now digital, so I don’t need to carry around heavy board packs.
What key governance issues were you contending with at the time?
I remember vividly raising capital against the backdrop of the GFC with a multibillion-dollar project in flight. Many of the issues at play today, including climate change, stakeholder engagement, remuneration, and diversity and inclusion, were on the radar then.
What’s your advice to someone starting out as a director?
Talk to and learn from other directors — and do a second round of “induction” 12 months after joining a board.
Carolyn Bendall GAICD
What was your first directorship?
ANZ Rewards No.2 Pty Ltd, which was a subsidiary of ANZ. Since then I have been on the boards of mental health organisation The Man Cave, Melbourne Cricket Club and Australian Sports Museum.
What was the CDC like?
I found the CDC and the CDC Update, whichI completed earlier this year, to be the high bar when it comes to professional governance education in Australia. The reading materials and tools are comprehensive, the facilitators expert in what they do and the course cohort represented a great diversity of thought and experience on both occasions.
What was the most important lesson you took from it?
Irrespective of the skills, knowledge and experience you bring to the board table, we are all collectively accountable for the governance, strategic and risk oversight, and financial viability of the organisation. More recently, doing the CDC Update, I was struck by the enhanced emphasis on culture and the role of the board in setting the tone from the top.
How did it help your career?
I regard the CDC as a mandatory requirement for anyone seeking to join Australian boards of any significance, so in that respect it has certainly helped me secure the directorships I have undertaken to date. In addition, the course has helped me to be a better executive — better at preparing board papers and presentations, and anticipating what my directors want and need to know.
How has governance changed since you took the course?
It has become more complex and director accountability has increased. Given this, we are seeing an increase in the time and focus required from directors across the key dimensions of strategy, risk, financials and culture.
What key governance issues were you contending with at the time?
The initial impetus for me to undertake the course was a long-term plan to transition to a portfolio career after executive life. I believed gaining the GAICD qualification would help open up board opportunities for me to gain invaluable experience while still working as an executive. This proved to be true for me.
Your advice for someone starting out?
Ensure they do the CDC only when they have the bandwidth to do the 80 hours of pre-reading, immerse themselves in the program and undertake the assessment following the course.
This article first appeared under the headline '50 years of strengthening Australia's governance’ in the May 2025 issue of Company Director magazine.
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