What I learned doing the AICD course while my company was in crisis
In April 2022, I sat in a board meeting and did something that most directors in my position would probably have kept quiet about: I admitted that I was still learning how to be a director. I mentioned, specifically, that I was enrolled in the AICD Company Directors Course because I had identified gaps in my own governance knowledge and wanted to address them.
The response from other board members was not encouraging. My admission was treated as evidence of inadequacy, and within days I was told that my continued presence on the board could expose the company to legal liability. There was a suggestion that the right thing to do was to step down.
I did not step down. And I want to be direct about why I am telling this story: not to rehash a dispute, but because what happened illustrates something important about how professional development is valued in small company governance. The instinct to treat a director's enrolment in a governance course as a disqualification, rather than as a positive signal, reflects a fundamental misunderstanding of what boards are for.
Why I enrolled
I co-founded a technology company, became a director of it, and quickly realised that the skills required to run a company operationally and the skills required to govern it well are not the same thing. I had a lot of the former. My governance knowledge was self-taught, patchy, and shaped mostly by experience rather than structured learning.
That is fairly normal for founder-directors in early-stage companies. Most people who end up on the boards of startups get there through their equity stake, their operational role, or both. Formal education in governance comes later, if it comes at all.
I did not want to wait any longer. Deciding to fix a knowledge gap proactively is, I think, exactly what a director who takes their duties seriously should do. It is also, it turned out, not universally appreciated.
The timing: learning while in crisis
I completed the course in August 2022. That was not a quiet period. The company I directed was in significant difficulty. There were recurring ATO defaults, a founder relationship that had broken down, and a board that was struggling to function effectively.
To attend the course (and reduce the company’s mounting leave liability) I used my annual leave, whereas in reality I’d still often work in the evenings. In between sessions, I was setting up ATO payment plans, creating payment transactions for others to approve, and automating reminder emails so that statutory obligations would be met while I was away. The people I was relying on to press the buttons chose not to.
I mention this not to seek sympathy. I made choices throughout that period, some of which were the wrong ones, and I am honest about that. But the contrast is instructive. I was sitting in a room learning about directorial duties while simultaneously trying, with limited success, to discharge mine from a conference centre.
What the course actually teaches
The AICD Company Directors Course is structured around the legal duties every director holds under the Corporations Act 2001: care and diligence, good faith, proper use of position and information, and solvency obligations. The course also covers what governance looks like in practice: the relationship between the board and management, what independent information access means and why it matters, how to push back when something is wrong.
None of this is abstract when you are living it. A module on director information rights lands very differently when you are a director who has been denied access to bank accounts and financial books. A session on board culture hits differently when you have been sitting in meetings where concerns were excluded from the minutes.
The course gave me a framework and a vocabulary for things I had been experiencing but struggling to name precisely. It also confirmed something I had suspected: what I was watching unfold was not primarily a management problem. It was a governance problem. And governance problems are harder to fix because the people who need to fix them are usually contributing to them.
The irony
There is a particular irony in a director being pressured to resign for enrolling in a governance course. I have thought about it more than once.
My willingness to identify my own knowledge gaps and seek structured learning was treated, in that context, as an admission of incompetence. The more defensible reading of the same facts, that proactive professional development is exactly what a responsible director should do, was not the interpretation that prevailed.
I do not think this was unusual. The assumption that governance expertise belongs only to experienced directors from large organisations, and that anyone who is still developing their knowledge is a liability, is one of the reasons small company governance is as weak as it often is. It also means that the people most likely to improve governance standards in smaller businesses are the ones most likely to be discouraged or pushed out.
What I would actually recommend
If you are a director in an SME or scale-up context and you have gaps in your governance knowledge, fix them. The AICD Company Directors Course is thorough and practical. There are shorter alternatives, but the full course gives you a grounding that experience alone rarely replicates.
Do not wait until you feel qualified enough. Governance knowledge is most useful before a crisis, not after. I enrolled when things were already going wrong. I would have found it considerably more useful two years earlier.
For COOs and operations leads who sit adjacent to boards: understanding how governance works, and what directors are legally required to do, is practically useful. If you are running operations for a company whose board is not providing effective oversight, you need to understand why that matters and what levers you can pull. That knowledge is not someone else's responsibility.
Professional development is, among other things, an act of good faith. It signals that you take your obligations seriously enough to invest in them. I found that investment useful. I would find it more useful still if the culture around small company governance valued it the same way.
Lessons learned
Proactive learning is a directorial virtue, not a liability. Identifying knowledge gaps early and addressing them is what good governance looks like in practice.
The course is most useful before a crisis. Governance frameworks are harder to apply when you are already in the middle of a crisis, sleep-deprived, and fighting on multiple fronts.
Theory and practice rarely align in small companies. The course teaches what good looks like; the job of the director is to close the gap between what good looks like and what is actually happening.
A governance vocabulary matters. Being able to name what is wrong, precisely and in terms that carry legal weight, changes how you can act on it.
Culture around professional development is itself a governance signal. A board that discourages learning is telling you something important about how it views accountability.
Key takeaways – For board members and non-executive directors
If you have not done structured governance training, enrol now, not when it becomes convenient. The AICD Company Directors Course or equivalent is not a credential exercise; it is practical preparation.
Know what your legal duties actually are under sections 180 to 184 of the Corporations Act. Not in the abstract. In the specific context of your company's current financial position and board dynamics.
Model the culture you want. If you treat another director's professional development as a threat, you are signalling that the board values defensiveness over accountability.
Key takeaways – For COOs and operations leads
If you are the person who actually knows what is happening inside the business, make sure the board has independent access to the information they need. If they do not, you now carry some of the risk.
Understanding directors' duties matters for operators too. Knowing when a company is approaching insolvency, and what that legally requires of the board, is directly relevant to your role.
If the governance around you is dysfunctional, document your concerns formally. Raising something verbally is not the same as raising it on the record.
Frequently asked questions
Is the AICD Company Directors Course worth it for founders? Yes. The course covers the legal duties every director holds under the Corporations Act, including areas most founder-directors pick up informally, if at all: director liability, board-management boundaries, and independent information access. I completed it while directing a company in serious difficulty and would have found it more useful two years earlier. Make the investment before you need it.
What are a director’s legal duties in a small company? The same as in a large one. Sections 180 to 184 of the Corporations Act 2001 cover care and diligence, good faith, and proper use of position and information. Directors also carry personal liability if the company trades while insolvent. Company size does not reduce these obligations, but smaller companies often lack the governance infrastructure that helps directors meet them.
Can you do the AICD course while working full time? It requires planning. The Company Directors Course is roughly a week of full-time commitment plus pre-reading and preparation. I used annual leave to attend and was still working most evenings managing operational obligations remotely. It is not casual, but it is manageable with planning. For those who cannot carve out a week or two, the AICD also offers shorter online governance modules that cover specific topics in less time. The bigger question is whether you can afford not to build this knowledge at all.
I'm John Chung, I've spent over 15 years building and running startups and scale-ups as a founder, operator, and non-executive director (GAICD). I write about the gap between how companies are supposed to operate and how they actually operate.
All content is produced by me, reflecting my own experience and judgement. Generative AI tools were used for editorial support, in this case Claude specifically.