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AGMs are one of the clearest tests of shareholder sentiment. As investors are becoming increasingly willing to vote against boards when expectations are not met, Philip Foo of proxy adviser CGI Glass Lewis says directors should expect closer scrutiny in several key areas during the 2026 AGM season. In this episode, Philip shares the issues likely to attract investor attention at upcoming AGMs, including auditor relationships and independence, executive remuneration, board composition, culture and AI governance. He explains how shareholder voting behaviour is changing, what effective engagement with investors looks like, and why succession planning conversations should start well before they become urgent. Philip also explains the questions investors are increasingly asking and what distinguishes a well-prepared organisation from those facing unexpected opposition. We cover: (03:00) - The issues Philip expects to attract attention during the 2026 AGM season. (09:00) - What he suggests effective engagement looks like, including why discussions about succession and contentious remuneration decisions should begin well before the AGM. (13:30) - How shareholder voting behaviour has changed, with investors becoming increasingly willing to vote against remuneration reports. (18:00) - What investors are looking for in board composition as organisations contend with changing technology, the energy transition and other emerging risks. (19:30) - How investor expectations around climate, ESG and board diversity are evolving, including differences between international markets. (25:00) - What distinguishes firms that navigate AGM season smoothly from those caught off guard.   Learn more:   AICD guide on governing with stakeholder insight - https://www.aicd.com.au/news-media/research-and-reports/stakeholder-governance-guide.html  Connect:  Philip Foo on LinkedIn - https://au.linkedin.com/in/philip-foo-cfa-ca-8097a231  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

As cyber threats become faster and more sophisticated, boards are being urged to shift their focus from preventing every attack to building organisations that can withstand, respond to and recover from incidents.  So how can directors tell whether their organisation is genuinely prepared? National Cyber Security Coordinator Michelle McGuinness explains why cyber security is a board responsibility, the questions directors should be asking and why boards should seek evidence rather than assurance when assessing cyber risk. The conversation also explores what happens when an incident actually occurs, including the role of directors during the first critical hours, communicating with stakeholders, and supporting teams operating under intense pressure. Michelle also shares practical advice on ransomware, extortion and follow-on scams. We cover: (04:40) - What cyber resilience means and why organisations need to prepare now.  (05:30) - How boards can assess their organisation's cyber resilience. (07:00) - What is at stake when organisations get cyber security wrong. (11:00) - How directors can determine whether the information they receive from management provides a genuine picture of cyber resilience. (16:00) - What should happen in the first hours of a serious cyber incident, the support available to organisations and where the board's role differs from managements. (25:00) - Why Michelle argues organisations should avoid paying cyber ransoms, and why payment does not remove an organisation's broader risks or obligations.  Learn more:   Ransomware Playbook - https://www.cyber.gov.au/ransomware-playbook AICD resource on governing through a cyber crisis - https://www.aicd.com.au/risk-management/framework/cyber-security/governing-through-a-cyber-crisis-cyber-incident-response-and-recovery-for-australian-directors.html  Connect:  Michelle McGuiness on Linkedin – https://www.linkedin.com/company/aucyberseccoord/?originalSubdomain=au AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

As trust in institutions declines and economic pressures remain high, understanding community sentiment has become a critical capability for boards. In this episode of Director Download, Sue Vercoe, Managing Partner at SEC Newgate and Managing Director of its research practice, explains what her firm's "Mood of the Nation" research reveals about the issues shaping public attitudes in Australia.  Sue discusses why shifts in community sentiment can act as a "canary in the coal mine", highlighting emerging concerns before they translate into policy change, regulatory scrutiny or reputational risk.  She also shares practical advice on bringing external perspectives into the boardroom, understanding stakeholder expectations, building trust, and distinguishing long-term trends from short-term noise.  We cover: (02:00) - The current mood of Australians and how financial pressures are changing the issues people care about.  (05:30) - Why it's critical for boards to pay attention to community sentiment  (08:00) - How organisations can communicate their actions in a way that builds trust and cuts through. (13:30) - How boards can develop a more accurate understanding of what different stakeholder groups actually want. (16:30) - How directors can bridge the distance between the boardroom and the community and challenge their own assumptions.    Learn more: AICD's latest stakeholder guide - https://www.aicd.com.au/news-media/research-and-reports/stakeholder-governance-guide.html  SEC Newgate - https://www.secnewgate.com.au/   Connect:  Sue Vercoe on LinkedIn - https://au.linkedin.com/in/suevercoe  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal people. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

As the global economy shifts, some of the biggest opportunities for Australian organisations are emerging much closer to home. Across Asia and ASEAN countries, rapid economic and digital transformation is creating new markets, new competitors and new possibilities for growth.  In this episode, David Olsson, International Director at law firm Mallesons, explores what Asia's next chapter means for Australian boards and their organisations. He examines the geopolitical and economic forces reshaping the region, the opportunities emerging in ASEAN and China, and why long-standing calls to build Asia capability have become more relevant than ever. David challenges some of the assumptions that continue to influence boardroom thinking, including the idea that Asia is a single market and that market access alone is enough to succeed. He shares practical insights on how boards can build resilience, develop capability, understand regional dynamics and position their organisations for long-term success in the region.   We cover: (04:00) Why awareness of geopolitical risk is no longer enough, and the importance of board oversight, scenario planning and mapping offshore dependencies. (07:00) Why Australia's relationship with Asia matters more than ever, and the economic transformation underway across the region.  (10:00) Common misconceptions about doing business in Asia, including treating Asia as a single market and confusing market access with capability.  (18:00) How Australian boards can think about the country's economic relationship with China alongside its strategic relationship with the United States.  (20:30) China's economic trajectory and why David believes Australian directors should see the pace of change firsthand.  (23:00) How Australia is viewed across the region and the opportunity to build on existing goodwill and relationships.  Connect:  David Olsson on LinkedIn - https://au.linkedin.com/in/david-olsson-am-98457923  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/   This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Australia's positive duty marked a significant shift in how organisations address workplace sexual harassment and sex discrimination, moving the focus from response to prevention.  For boards, this means overseeing how prevention is embedded across workplace culture, leadership, and risk management. In this episode, Australia's Sex Discrimination Commissioner Dr Anna Cody explains what effective board oversight of the positive duty looks like in practice. She shares the questions directors should be asking management, the workforce data and cultural indicators that may signal emerging risk, and the steps boards can take to help create safer, more respectful workplaces.  Dr Cody also discusses progress towards gender equality in senior leadership and how boards can use WGEA data and reporting to better understand workforce trends and drive accountability. We cover: (04:00) What the positive duty changed for organisations and boards (05:00) What workplace sexual harassment can look like in practice, and why misunderstanding the behaviour itself remains a risk. (11:30) The cultural indicators boards should be paying attention to   (07:00) What directors can do when they suspect their board reporting isn't giving them the full picture. (26:00) The actions Dr Cody wants boards to take now   Learn more:  Human Rights Commission positive duty guidance materials, including the Seven Standards - https://humanrights.gov.au/resource-hub/resources-for-organisations-businesses/guidance-materials  AICD, ACSI and Human Rights Commission research into board preparedness for positive duty – https://www.aicd.com.au/organisational-culture/business-ethics/change/positive-duty-preventing-and-responding-to-workplace-sexual-harassment-insights-from-australian-directors.html  AICD guide to positive duty - https://www.aicd.com.au/organisational-culture/business-ethics/change/a-directors-guide-to-the-positive-duty-to-prevent-workplace-sexual-harassment.html   Connect:  Dr Anna Cody on LinkedIn - https://au.linkedin.com/in/anna-cody-06095156  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Net Promoter Score (NPS) is one of the world's most widely used customer metrics. It regularly appears on board dashboards, CEO scorecards and executive incentive schemes. But what does it actually measure, and what doesn't it? In this episode of Director Download, Lyndall Spooner, founder of strategic research consultancy 5D, explores why boards should be cautious about treating NPS as a proxy for customer value, growth or business performance. She unpacks the strengths and limitations of the metric, how reputation and external factors can influence results, and the questions directors should ask to better understand what customer data is really telling them. Lyndall also discusses the broader range of customer measures available to boards, and why relying on a single headline score can obscure important insights about customers and long-term value creation.  We cover: (01:30) Why NPS became one of the world's dominant customer experience metrics (07:00) How reputation and negative headlines can influence NPS without necessarily affecting commercial performance (12:00) Why no single customer metric can provide a complete picture (19:30) The questions directors should ask about the source, quality and representativeness of customer data  (26:00) What a more useful customer dashboard could look like, from market position and customer acquisition through to loyalty Learn more: 5D - https://www.5d.consulting/  Connect:  Lyndall Spooner on LinkedIn - https://www.linkedin.com/in/lyndall-spooner-51a69b20/ AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

The capabilities boards need are changing quickly. As organisations navigate new technologies, shifting stakeholder expectations and an increasingly complex operating environment, finding the right directors has become more strategic than ever.  In this episode of Director Download, René Johnson, Managing Director of Pacific Search Partners, shares insights from the front line of board recruitment.  He explains why boards are looking beyond traditional networks and how a broader search process can help uncover the skills and perspectives needed for the future.  René explains why succession planning should be shaped by future strategy not just immediate vacancies, and why culture, judgement and curiosity matter as much as technical expertise. He also shares the capabilities boards are increasingly seeking, from technology and cybersecurity to AI.  We cover: (01:40) Why succession planning needs to shift from filling vacancies to preparing the board for future strategy. (03:40) How board recruitment has evolved beyond traditional networks and the value of testing candidates against the broader market. (05:30) Why culture, boardroom dynamics and a director's ability to challenge constructively matter when assessing candidates. (08:30) Building diversity into succession planning and why a broader candidate pool can bring different thinking to the boardroom.  (12:00) The capabilities boards are increasingly looking for, including technology, cybersecurity and AI expertise. (15:30) Building diversity into succession planning and why a broader candidate pool can bring different thinking to the boardroom. (24:00)  Where skills matrices fit in identifying the skills and experience a board needs.  Learn more:  You can find more from Rene in the August issue of Company Director Magazine - www.aicd.com.au  Connect:  Rene Johnson on LinkedIn - https://au.linkedin.com/in/ren%C3%A9-johnson-6bab663  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Government boards play a critical role in delivering long-term outcomes for communities. But while many governance fundamentals remain the same, directors unfamiliar with the public sector often discover the operating environment differs significantly from the private sector.  In this episode, former NSW Attorney General and experienced director The Honourable Gabrielle Upton explains what every director should understand before serving on a government board. Drawing on her experience as both a minister and non-executive director, Gabrielle explores the realities of ministerial oversight, political context, public accountability and long-term stewardship. She also shares practical advice for directors considering a public sector appointment, explains why these roles remain highly rewarding, and highlights lessons that private and public sector boards can learn from each other. We cover: (02:20) How governance in the public sector differs from private boards (04:00) Common misconceptions directors bring when joining a government board (06:50)) What makes an effective government board and why diverse perspectives are increasingly important (11:00) Navigating ministerial influence while maintaining strong governance (12:00) Why understanding political context matters without becoming political (19:00) Navigating the unique scrutiny facing government boards (23:00) What private sector boards can learn from government boards  Connect:  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Recent global energy shocks have exposed Australia's vulnerability to fuel supply disruptions and accelerated a trend that was already underway: energy is no longer just an operational issue. For many organisations, it has become a boardroom priority. As Australia navigates the energy transition, directors are increasingly being asked to think beyond electricity bills and procurement contracts. Energy now intersects with strategy, resilience, risk management, decarbonisation and long-term value creation. In this episode, Associate Professor Tim Nelson, Chair of the 2025 National Electricity Market Review, explains why boards need a deeper understanding of their organisation's energy profile. From electrification and distributed energy to AI-driven demand and the future of the electricity grid, Tim shares the questions directors should be asking and highlights the risks, opportunities and competitive advantages emerging from Australia's changing energy landscape. We cover: (02:00) Why energy has become a board-level governance issue (10:00) How weather is changing Australia's energy risk profile (15:00) AI, data centres and whether concerns about energy demand are justified (22:00) What Australia's electricity system could look like by 2050 (29:00) Why even small organisations can benefit from becoming energy producers (30:30) Four practical questions every director should ask about energy strategy  Learn more:  AICD's upcoming Climate Governance Forum - https://www.aicd.com.au/events/climate-governance-forum.html    AICD's primer on energy governance -  https://www.aicd.com.au/risk-management/framework/climate/energy-governance-primer.html Connect: Tim Nelson on LinkedIn - https://au.linkedin.com/in/timnelsonaustralia   AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/  Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Interest rates may grab the headlines, but they're far from the only economic challenge facing boards today. Geopolitical conflict, trade tensions, supply chain disruption, AI, the energy transition and slowing productivity are creating profound shifts in Australia's economy that will influence board decisions for years to come. In this episode, AICD Chief Economist Mark Thirlwell explores the major structural forces driving today's economic environment and what they mean for board decisions on risk, resilience and long-term growth. From the Reserve Bank's next interest rate decision to AI's economic impact and Australia's productivity challenge, Mark shares practical insights to help boards navigate an increasingly volatile world. We cover: (01:20) What to expect from the Reserve Bank's next interest rate decision (04:30) Why supply shocks have become the new normal (10:00) Australia's biggest economic challenges beyond inflation (18:00) How boards should be thinking about the energy transition  (27:00) How boards can balance resilience with growth in an increasingly uncertain world  Learn more:  Subscribe to Mark's weekly economic newsletter - https://www.aicd.com.au/news-media/economic-weekly.html   Connect:  Mark Thirlwell on LinkedIn - https://au.linkedin.com/in/mark-thirlwell AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

The ASX Corporate Governance Principles are undergoing a significant review, with proposed changes aimed at simplifying requirements, strengthening trust and ensuring the framework remains fit for today's governance environment. In this episode, Chair of the ASX Corporate Governance Advisory Group and former Reserve Bank Governor, Dr Philip Lowe, explains the thinking behind the proposed fifth edition of the ASX Corporate Governance Principles and Recommendations. Philip discusses why the review aims to reduce unnecessary regulatory duplication while reinforcing the governance practices that matter most. He outlines the case for simpler, more principles-based governance, and explores key topics including board culture, diversity, skills, transparency and Australia's reputation as a trusted destination for investment. He also shares his views on Australia's broader economic challenges, from productivity and investment to AI and living standards, and explains why strong governance remains essential to building trust, attracting capital and supporting long-term prosperity.  We cover: (03:00) The biggest proposed changes and the thinking behind them (05:30) Why board oversight of organisational culture has become a greater governance priority (11:00) The evolving approach to board diversity and skills (14:30 )Why the skills matrix requirement has been removed (16:00 )What happens during the consultation process and what comes next (24:00) Philip Lowe's concerns about Australia's productivity and living standards  Learn more:  The AICD's update on the draft 5th edition of the ASX Corporate Governance Principles & Recommendations - https://www.aicd.com.au/good-governance/asx-corporate/corporate-governance-principles-5th-draft-edition.html The Governing Culture in a Complex World resource discussed in the conversation is also available to access: https://www.aicd.com.au/news-media/research-and-reports/culture-governance-principles.html Connect:  Dr Philip Lowe on LinkedIn - https://au.linkedin.com/in/philip-lowe-8179b01a2   AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal people. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Directors are expected to make sound judgements on complex issues, often under significant pressure. But how often do boards consider whether directors themselves are in the best position to make those decisions? In this episode, workplace wellbeing expert Dr Rebecca Chabot explains why director wellbeing is far more than a personal health issue, it's a governance issue. Drawing on neuroscience, Rebecca explores how chronic stress can impair judgement, decision-making and emotional regulation. She shares practical strategies to help directors think more clearly, recover effectively and perform at their best in the boardroom. We cover: (01:30) Why wellbeing is fundamental to good governance and better decision-making 05:00) The difference between resilience and simply pushing through (06:30) The neuroscience behind stress, and how chronic stress changes the way directors think (08:40) The warning signs that stress is affecting judgement, memory and emotional regulation (11:30) The role of social connection and psychological safety in effective boardrooms (13:40) The everyday habits that support clearer thinking, including sleep, movement and recovery (24:20) What well-functioning boards do differently to create the conditions for better thinking and stronger governance  Learn more:   Dr Rebecca Chabot's website - https://www.purewellnesstasmania.com  Connect:  Dr Rebecca Chabot on LinkedIn - https://au.linkedin.com/in/rebecca-chabot-phd-maicd-47b689  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Organisational culture can be a powerful driver of performance, conduct and risk, yet it remains one of the most challenging governance responsibilities facing directors. In this episode, we're joined by Dr Juliet Bourke, Adjunct Professor at UNSW and Chair of Ovarian Cancer Australia, and Sally Linwood, Corporate Governance Lead at the AICD and lead author of an important new guide, Governing Culture in a Complex World. Drawing on the guide's five principles for governing culture, they explore what effective oversight looks like in practice. Together, they discuss why culture is a boardroom priority, how directors can develop a deeper understanding of what's happening across their organisation, the indicators boards should be paying attention to, and why human capital expertise deserves a stronger voice in today's boardrooms.  We cover: (03:10) Why organisational culture has become one of the board's most important governance priorities. (10:00) Why culture is so difficult to measure, and how boards can identify the "say-do gap". (11:20) Practical ways directors can gain a more accurate picture of organisational culture through site visits, stakeholder engagement and multiple data sources. (14:30) How board behaviour, leadership and "tone from the top" shape culture throughout an organisation. (19:30) What boards should do when culture has drifted off course.  Learn more:   The AICD's guide on Governing Culture in a Complex World - https://www.aicd.com.au/news-media/research-and-reports/culture-governance-principles.html  Connect:  Dr Juliet Bourke on Linkedin - https://au.linkedin.com/in/dr-juliet-bourke-gaicd-44a1824  Sally Linwood on LinkedIn - https://au.linkedin.com/in/sally-linwood-61457448  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

This year marks 20 years since the introduction of Reconciliation Action Plans (RAPs), alongside the 50th anniversary of NAIDOC Week.  Around 3,500 organisations now have RAPs, but meaningful reconciliation is about more than commitments on paper. It calls for leadership, accountability and sustained oversight from the board.  In this episode, Reconciliation Australia CEO Karen Mundine explores the board's role in turning commitment into impact. She discusses what distinguishes effective RAPs from box-ticking exercises, how directors can oversee progress and accountability, and why reconciliation remains a strategic governance issue. Karen also shares lessons from two decades of RAPs and outlines the leadership needed to drive meaningful change.  We cover: (05:00) What a Reconciliation Action Plan is, and why organisations choose to develop one.  (06:10) The board's role in governing a successful RAP. (08:50) Practical steps for organisations developing their first RAP. (18:00) How directors can distinguish between activity and meaningful outcomes. (22:30) How smaller organisations can engage with First Nations people.     Learn more:  Reconciliation Australia – www.reconciliation.org.au   AICD guide on creating a great Reconciliation Action Plan - https://www.aicd.com.au/company-policies/reconciliation-action-plan/reconciliation-action-plan.html  Connect:  Karen Mundine on LinkedIn - https://au.linkedin.com/in/karen-mundine-87412b61   AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode Director Download was produced on the traditional lands of the Gadigal and Wurundjeri peoples. We  recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.

Artificial intelligence is rapidly moving from experimentation to organisation-wide adoption, creating both significant opportunities and new governance challenges.   As AI becomes embedded across business operations, boards are playing an increasingly important role in overseeing major technology investments, managing emerging risks, and supporting responsible and effective AI use.  In this episode, Professor Nicholas Davis, Co-Director of the UTS Human Technology Institute, shares what effective AI governance looks like in practice.  The conversation explores how boards can align AI initiatives with strategy, assess return on investment, and address the risks of "shadow AI" use by staff. It also examines the rise of agentic systems, the implications for oversight, and the level of AI literacy directors will need to govern with confidence.  We cover:  (04:30) The core questions directors are now asking about AI (08:00) Why measuring the return on investment from AI initiatives is challenging (10:30) The level of AI literacy required at the board level  (13:00) Understanding the hidden risks of shadow AI   (21:30) How to govern AI agents and systems  (27:40) The three questions every director should be asking management about AI today  Learn more:   AICD & HTI's new AI Governance Guide - https://www.aicd.com.au/news-media/research-and-reports/a-directors-guide-to-ai-governance  Connect:   Nicholas Davis on LinkedIn - https://au.linkedin.com/in/nicholasjdavis  AICD on LinkedIn - https://www.linkedin.com/school/australianinstituteofcompanydirectors/ Kulja Coulston on LinkedIn - https://www.linkedin.com/in/kulja-coulston/ Bennett Mason on LinkedIn - https://www.linkedin.com/in/bennett-mason-10517336/  This episode of Director Download was produced on the traditional lands of the Gadigal people. We recognise First Nations peoples' cultural and spiritual relationships to the Skies, Land, Waters, and Seas, and their rich contribution to society.