Jan 13, 2026 · 25 min · 9 segments
In this episode of Be It Resolved, Rahul Bhardwaj is joined by Mark Rigotti, Managing Director and CEO of the Australian Institute of Company Directors (AICD). Before joining the AICD, Mark served as…
Mark RigottiGuest
Rahul BhardwajHost
Mark, recently, you and I crossed paths in Singapore, and we had some great conversations with directors on all sorts of issues, raising familiar ones like AI.
geopolitical uncertainty and ESG, disclosure expectations, plus, of course, the new trade and tariffs reality.
Directors everywhere are facing similar external forces, but their governance tool and their market dynamics are producing very different board responses.
And when I think about Canada and Australia, we're far apart geographically, but not so much in other cases.
So the premise is, though, is that we can learn from each other, and especially on the matters of corporate governance.
But where I've got to start on this item is, in Australia, you've got something called the two strikes rule.
In Canada, it's three strikes and you're out in baseball, but we're not talking about baseball today.
It applies to listed companies and it allows companies to go to their investors, their shareholders once a year and get a non-binding yes or no vote on executive remuneration.
So if a company has a no vote in two years of 25% in each year, so 25% no in the first year per strike, 25% no vote in the second year, then the shareholders can effectively spill the board and the whole board has to stand for re-election.
There's about somewhere between 30 and 40 strike votes every year during the AGM proxy season.
However, it has really been distorted and it now becomes a way for investors to express their dissatisfaction with the board.
Mark, recently, you and I crossed paths in Singapore, and we had some great conversations with directors on all sorts of issues, raising familiar ones like AI.
geopolitical uncertainty and ESG, disclosure expectations, plus, of course, the new trade and tariffs reality.
Directors everywhere are facing similar external forces, but their governance tool and their market dynamics are producing very different board responses.
And when I think about Canada and Australia, we're far apart geographically, but not so much in other cases.
So the premise is, though, is that we can learn from each other, and especially on the matters of corporate governance.
But where I've got to start on this item is, in Australia, you've got something called the two strikes rule.
In Canada, it's three strikes and you're out in baseball, but we're not talking about baseball today.
It applies to listed companies and it allows companies to go to their investors, their shareholders once a year and get a non-binding yes or no vote on executive remuneration.
So if a company has a no vote in two years of 25% in each year, so 25% no in the first year per strike, 25% no vote in the second year, then the shareholders can effectively spill the board and the whole board has to stand for re-election.
There's about somewhere between 30 and 40 strike votes every year during the AGM proxy season.
However, it has really been distorted and it now becomes a way for investors to express their dissatisfaction with the board.
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