“It’s like driving with one foot on the brake and one foot on the accelerator,” Rigotti says. “Sometimes boards go heavy on compliance when they should be looking at long-term value creation.”
He argues that boards must acknowledge this tension and actively manage it to avoid being consumed by compliance.
Mark Rigotti, managing director and CEO at the Australian Institute of Company Directors. AICD
“It’s often said that governance is where innovation goes to die because it pushes out energy and time,” he says. “But an alternative way of thinking about it is that, ultimately, you have to do both.”
Choosing the right time of year – such as when the demands of reporting season are easing – will allow for focused strategic discussions and help boards carve out space for long-term value creation without losing sight of compliance obligations.
“You can never spend too much time on value creation,” he says.
An informed and motivated board, guided by a strong chair, is invaluable in achieving this balance. Directors equipped with the right education can push back against an overreliance on board involvement in operational matters, ensuring that management teams remain accountable for execution.
AICD’s programmes emphasise the importance of directors understanding their evolving role in strategy.
“We spend a lot of time in our courses on what the board’s role in strategy should be,” Rigotti says. “It depends on the stage of maturity the company is in – whether it’s a startup focusing on market entry or an established business grappling with industry disruption. Directors need to assess where they start before determining where they should go.”
Beyond financial and legal expertise, directors must also stay ahead of emerging industry trends, from artificial intelligence to climate obligations.
“AI is a great example,” he notes. “We think of it as a three-level process – first, literacy (knowing the terminology and concepts), then governance (understanding ethical and regulatory issues), and finally mastery (exploring AI-driven opportunities for business growth).”
Climate is another pressing area.
“We run a climate governance course that helps directors navigate new regulatory requirements. As climate reporting evolves, directors often grapple with where their responsibilities end and those of auditors and management begin.”
Continuous education is not just about avoiding risks – it is a competitive advantage.
“No one is born with all the answers. The challenge is that in five years, AI will be conquered, and there will be a new issue on the horizon. Directors need to be in a continuous state of knowledge acquisition to remain effective,” Rigotti says.
AICD facilitates learning in multiple ways: formal courses, small, targeted education modules and peer-to-peer activities.
“There is huge demand for roundtables where directors can discuss real-time challenges with their peers. This informal exchange of experiences and ideas often provides the most valuable insights.”
Jen Dalitz, chair of Qudos Bank and a non-executive director on several boards, believes that risk should be considered from both a downside and upside perspective.
“There’s strategic risk in failing to innovate,” she says. “High-functioning boards proactively identify and pursue opportunities rather than just managing threats.”
Dalitz, who started her board career in the not-for-profit sector before moving into professional directorships, describes the learning curve as “almost cliff-like”. She took on the role of risk committee chair at Qudos Bank in early 2020—just before the Covid pandemic.
“It was an intense and clarifying experience – you have to learn fast because the stakes are high,” she says, adding that continuous education for directors has now become non-negotiable.
“Regulators are sending clear signals that directors must be informed and proactive. Transparency and accountability are greater than ever before, and the information flow is relentless. You can’t afford to be complacent.”
The AICD’s flagship Company Directors Course, now in its 50th year, plays a key role in equipping directors with the necessary governance knowledge, frameworks and language to evolve with societal and regulatory expectations, effectively mitigate risk, and recognise opportunities that can add value to their organisations.
“At the end of the day, learning is not optional,” says Rigotti.
“The external environment is constantly changing, and directors who invest in their education will be better equipped to manage complexity and drive performance.”
The Company Directors Course™ is the premier program for aspiring or experienced directors looking to elevate their expertise and deliver stronger governance outcomes. As one of AICD’s most in-demand courses, it equips participants with the skills to understand their duties, shape ethical decision-making frameworks, foster effective boardroom culture, and drive sustainable organisational performance. Updated regularly, the course ensures you stay informed with the latest insights, practical tools, and real-world case studies. Offered in flexible formats—face-to-face, virtual, residential, or tailored in-house—it’s designed to meet the diverse needs of individuals and boards alike. Find out more here.
The Australian Institute of Company Directors (AICD) is dedicated to strengthening society through excellence in governance. As an independent, membership-based organisation, we empower leaders across all sectors with cutting-edge resources, education, and insights. Beyond delivering world-class programs like the flagship Company Directors Course™, we provide updates and fresh perspectives on governance and related topics, advocate for excellence, and analyse critical policy developments on behalf of our members and the broader governance community. AICD equips directors with the tools and knowledge to excel in today’s complex and evolving environment while driving positive change.