In this edition, we discuss the keynote address by the Australian Securities and Investments Commission (ASIC) Chair at the Australian Institute of Company Directors’ (AICD) Australian Governance Summit and the AICD's updated ethics decision-making guide for directors. We also cover ASIC's disqualification of Mr Vincenzo Frank Tesoriero from managing corporations for the maximum five-year period under section 206F of the Corporations Act 2001 (Cth) (Corporations Act).
In Over the Horizon, we consider the growing imperative for boards to establish governance frameworks for artificial intelligence (AI).
Governance
ASIC Chair addresses AICD Australian Governance Summit on the evolving risks and rewards of being a company directorOn 10 March 2026, ASIC Chair, Mr Joe Longo, delivered a keynote address at the AICD's 10th Australian Governance Summit. Mr Longo acknowledged the expanding burden on directors, noting that since 2000, federal legislation has grown 142% in volume, time spent on compliance by boards has doubled from 24% to 55% over ten years and spending on compliance-specific roles has nearly tripled from $1.9 billion in 2010 to $5.7 billion in 2024. He observed that Australia is one of the most complex and high-risk legal environments in the world for directors and one of the few jurisdictions in which directors' duties are publicly enforced. Mr Longo also highlighted ASIC's focus on reducing regulatory complexity by improving access to information and exploring opportunities to streamline its regulatory framework, following consultation with stakeholders. He emphasised that Australia needs capable directors who are curious, willing to take calculated risks and balanced in assessing both opportunities and threats. |
AICD and The Ethics Centre publish updated ethics decision-making guide for directorsOn 16 March 2026, the AICD and The Ethics Centre jointly published the second edition of Ethics in the Boardroom: A decision-making guide for directors. As directors have a duty to act in good faith and the best interests of the corporation, ethics informs and underpins all board processes and interactions between directors. The publication invites boards to examine issues through four lenses:
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Regulatory
ASIC disqualifies director for maximum five-year period under section 206F of the Corporations Act
On 13 March 2026, ASIC announced that it has disqualified Mr Vincenzo Frank Tesoriero from managing corporations for the maximum five-year period available to ASIC under section 206Fof the Corporations Act. This comes after ASIC announced on 4 March 2026 that it had disqualified a New South Wales director under the same provision of the Corporations Act, as discussed in last week’s edition of Boardroom Brief. ASIC found that as a director, Mr Tesoriero caused or allowed companies he managed to receive funds which appeared to be obtained as a result of fraud and to make payments towards his personal mortgage, to the detriment of those companies. ASIC also found that Mr Tesoriero did not meet his obligations as a director as he failed to ensure that certain companies he managed lodged business activity statements and income tax returns, maintained adequate books and records, and provided liquidators with reports on company activities and property. In disqualifying Mr Tesoriero, ASIC relied on the supplementary reports lodged by the liquidators of various companies that he was involved in. Mr Tesoriero has the right to seek a review of ASIC’s decision by the Administrative Review Tribunal. Directors should keep in mind that ASIC's disqualification powers under section 206F of the Corporations Act serve as a significant reminder of the consequences of failing to meet fundamental director obligations, including maintaining proper financial records, lodging statutory documents and co-operating with liquidators.
Over the Horizon
Boards are running out of time to get ahead of AI governance
Two prominent publications from the past week converge on a common theme: artificial intelligence is no longer a future risk for boards – it is a present one. First, ASIC Chair, Mr Joe Longo, warned at the AICD Australian Governance Summit that agentic AI will be an inflection point in how organisations manage risk, bringing greater autonomy and unpredictability and new risks from autonomous decision-making. When properly utilised, AI has the potential to enhance scenario planning, improve risk monitoring and compliance and complete real-time analysis far more quickly than humans can. He highlighted that last year, almost 80% of board members had a background in legal, finance and general management, yet fewer than 8% had a background in technology. An AICD publication released in December 2025 noted that AI adoption within boardrooms in Australia and globally remains at an early stage, with mixed usage across organisations. According to a survey of Canadian directors, formal integration of generative AI tools remains limited due to privacy concerns, organisational restrictions on the use of external AI systems and apprehension that AI may be used to ‘second guess’ management decisions. Second, the AICD's Ethics in the Boardroom noted that many organisations feel compelled to adopt AI “simply because peers are doing so” and seeks to provide guidance on ethical decision-making amidst AI developments. Regardless of the approach taken, organisational clarity on AI governance is crucial. This is reinforced by ASIC's findings on governance gaps in its historical review of AI use by financial services licensees. The message for directors is unambiguous: every board should be having a conversation about AI use, determining its risk appetite and establishing governance guardrails. As Mr Longo put it, “failing to choose is also a risk. And in the age of AI, it is a risk directors cannot afford”. Directors should ensure their boards address AI governance at a strategic level – including policies on AI use within the organisation, oversight of management's deployment of AI systems and awareness of the technology's potential to reshape existing governance structures.