Director remuneration changes gain momentum as legal responsibilities increase

Last month, we let our members know that the AICD would be moving forward with proposed changes to our constitution to permit director remuneration.

This step followed a full year of careful conversations and consultation with members, Division Councils and Regional Forums.

Thank you to everyone who took the time to share your thoughts, whether you supported or opposed the change. The board was encouraged to see more than 75 per cent of members support the proposal. Of course, nothing is final until members approve it at this year’s AGM in November. You’ll be able to cast your vote from 28 October until the meeting itself.

Why are we considering AICD director remuneration?

It’s in line with what’s happening across the NFP sector and reflects the significant legal, governance and fiduciary responsibilities that come with being a director. We also think remuneration can help us build a more diverse board going forward.

Sometimes, financial constraints limit talented people from volunteering their time. This is especially true for the chair role, which now requires a significant time commitment, often a day or two every week.

I understand not everyone agrees. Some members have told me and the board directly they are not in favour, and we appreciate every piece of that feedback. All of the feedback has helped us shape the proposal we are progressing with.

We’re not saying every NFP should pay its directors. Each board and organisation needs to do what’s right for them. For context, 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.

At the end of the day, the choice is yours. We hope as many members as possible will vote so the outcome genuinely reflects your views. If you want to discuss any of this more, please feel free to reach out to me or anyone on the board or executive team.

I want to thank our external advisory panel, Steven Cole FAICD, Fiona Payne FAICD, Tonianne Dwyer FAICD and Samantha Martin-Williams FAICD for their invaluable guidance during the consultation process.

Technology Upgrade

I have mentioned before that the AICD is undertaking a significant digital transformation to upgrade our core technology systems and processes. This substantial investment in our infrastructure will lay the foundations of our future services to members and learners.

The scale of the change will require some customer-facing systems to be offline for a few days in October as we transition from our legacy systems to the new platforms. Our customer service teams are working hard to minimise any disruption to our services and to communicate with those affected. Keep an eye out for further communications from us.

Vale Sir Eric Neal AC CVO FAICDLife

Finally, I’d like to acknowledge the passing of Sir Eric Neal, who left us peacefully at 101 years of age on 2 September 2025. Born in London on 3 June 1924, Sir Eric came to Australia as a child and lived an extraordinary life of service, leadership, and influence. He was actually the first person to join the AICD back in 1966 and remained a Life Fellow.

In June 2024, Sir Eric celebrated his 100th birthday at our Adelaide Office, where many of our staff were lucky enough to celebrate with him. He truly was a giant in the director community and made an enormous contribution to the AICD over the years. Our heartfelt condolences go out to Sir Eric’s friends and family.

This article first appeared under the headline 'Proposed constitution changes' in the October 2025 issue of Company Director magazine.