At the upcoming Australian Property Institute Limited AGM, Members will be asked to approve a Resolution to modernise the API Directors remuneration pool, in accordance with clause 8.7 of the API Constitution.


Board remuneration has not increased since 2017, while the responsibility and demands on the Board have broadened considerably since then.


This means we are now paying Directors below market rates, which may impact API’s ability to attract and retain suitably qualified candidates to act on your behalf in future.


As a result, members will be asked to approve two Motions:


  1. That the Board remuneration pool be increased from $250,000 to $350,000 from 1 July 2024 for the 2024-2025 financial year.
  2. That the Board remuneration pool be adjusted annually by the Australian Bureau of Statistics Wage Price Index, to maintain parity with wage inflation, and ensure members are not asked to vote on Board remuneration every year.


Will the proposed increase in Board fees be passed on to Members?


No. API is in a strong financial position and is well placed to invest in good governance through its normal operational budget. Therefore, it is expected there will be zero impact on member fees.


Reasons for increasing the Board Remuneration pool

  1. Increase in size of the Board: When the current remuneration pool was approved in 2017, the maximum size of the Board was 9 directors – consisting of up to 7 elected directors and up to 2 appointed directors. At the 2022 AGM, Members updated the Constitution to increase the Board size to a maximum of 10 directors – consisting of up to 7 elected directors and up to 3 independently appointed directors.
  2. Increase in complexity and size of API: The complexity of governing API’s group of companies has increased since Board remuneration was last reviewed in 2017, requiring the size and expertise of the Board to be expanded. API Board members are not only Directors of the API but also its three subsidiaries. One of these subsidiaries (Australian Property Research and Education Fund (APREF)) was incorporated in 2018, after the current pool was set. APREF is also a charitable entity with deductible gift recipient status.
  3. Attracting appropriately qualified independently appointed directors: All three independently appointed director positions were filled by October 2023, as per Members’ wishes, to help ensure the API Board has the necessary breadth and depth of skills to successfully take the organisation forward. During this process, API took advice from a specialist board recruiter regarding market rates, which found the market is paying higher than the current pool allows. To ensure API can remunerate at market rates, an increase in the pool is required.
  4. Increasing regulatory burden: In the last seven years, regulatory and compliance risks for Directors have increased, and may continue to do so. This means appropriate remuneration is necessary to attract and retain appropriately qualified Directors.
  5. Director remuneration has been locked at 2017 levels: Elected Director remuneration has not increased for seven years. A rise to 2024 rates is required to ensure appropriately skilled directors can be appointed to the Board. The current remuneration is inadequate to attract directors with the skills required to enable API to meet its future strategic goals.


In determining the appropriate remuneration pool amount, the Board considered the need to:

(a)   allow for growth in the Board roles; and

(b)  attract high quality candidates (and ensure appropriate succession) to govern the organisation for success into the future, the rate should be comparable to other like sized and similar organisations.


Questions and Answers

What is the current API Board remuneration pool and for how many people?

API’s Constitution allows for amaximum board size of 10 directors – of whom up to 7 can be elected and up to 3 can be independently appointed with specialist skill sets.


The remuneration pool for the Board has been capped at $250,000 since 2017. Board size has varied since that time between 7 and 9 Directors, according to need.


It is recommended that Members approve an increase to $350,000 for a current total of 9 Directors, of whom three are independently appointed.

When was API Board member remuneration last increased?

Director remuneration has not increased for seven years.


In 2016, API Members voted to remunerate directors for the first time, following API’s transition from an incorporated association to a public company limited by guarantee. In 2017, Members reviewed and increased this amount to $250,000.


It has not been updated in the seven years since then.

How much are each of the Directors paid?

While the overall Board remuneration pool is set by Members, the Board then determines how the pool will be allocated to individual Directors.


Board members are remunerated with a base rate, with additional allowances for the Chair and Deputy Chair, for Committee Chairs, or for those who are independently appointed and have specialist skills.

What happens if Members do not agree to the increase?

If the increased remuneration pool is not agreed by Members, the Board will need to either:

  • reduce the remuneration paid to Directors or
  • reduce the number of directors.


Both options are considered undesirable and could lead to the likely loss of one or more skilled directors, with a consequent drop in governance capacity and expertise.

Is a remuneration increase in line with API’s not for profit status?

Although some of the current API Board are API Members, their remuneration reflects the workload they carry out as API Directors rather than as Members.


Such payments are expressly permitted by the API Constitution and align with corporate governance rules for not-for-profit organisations. They are not regarded as a distribution of profits or assets among members.

Will increased Board fees be passed on to Members?

No. API is in a strong financial position and is well placed to invest in good governance and its subsidiaries through a modest increase in the Director remuneration pool.


The additional $100,000 will be met from operating budget and is an investment in compliance, good governance, and risk management.


The Board also considered information from peers, including receiving advice from an independent expert on an informal basis and has consulted publicly available Board remuneration reports.

The total Board Remuneration Pool is appropriate considering the complexity of the API company structures, workload of the Board, number and type of members, and its growth strategy.