Smart boards don’t just use AI – they govern it

The role of boards has always been to balance opportunity with risk, strategy with oversight. In today’s rapidly shifting environment, directors face a new dimension to that responsibility: understanding and governing artificial intelligence.

AI is not only reshaping the businesses boards oversee; it is also transforming how directors work. From meeting preparation to risk oversight, boards are now using AI in practice – raising profound questions about productivity, ethics, accountability and future readiness.

“AI will be an awesome game-changer – a huge accelerant and assistant to anything that is governance, risk and compliance,” says Brian Stafford, CEO of Diligent. “I look across our clients and our business, and I see some of our largest clients – even those I thought would be more cautious – they are still cautious, but leaning in.”

From administration to insight

One of the clearest applications of AI in the boardroom today is the automation of administrative work. Directors and company secretaries spend countless hours preparing board packs, compiling minutes and extracting key issues from dense documents. AI now has the capability to summarise lengthy materials, generate consistent minutes in preferred formats, and even provide key questions for directors to ask.

The efficiency gains are significant. Yet the real opportunity lies not just in saving time, but in redirecting board attention to where it matters most: long-term strategy, culture and risk. As Stafford notes, the productivity dividends free directors to engage more deeply with oversight rather than administration.

Beyond efficiency, AI also strengthens oversight. Risk and legal scanning tools can flag potential issues across large document sets – surfacing trends or omissions that may otherwise go unnoticed. For smaller organisations without the resources of a global corporate, this levels the playing field, enabling access to insights that strengthen governance.

“Whether it’s for one year, two years, three years or more, our risk scanner will identify any risks across time that maybe the company should’ve been more aware of,” says Stafford. Used well, AI enhances directors’ line of sight across emerging risks, enabling earlier intervention and better-informed decisions.

The ethical and oversight crossroads

With capability, however, comes responsibility. AI is not just a productivity tool – it is also a risk category requiring governance. Questions of bias, transparency, accountability and stakeholder trust are inseparable from the technology’s benefits.

Directors need to ask: Who is accountable for AI decisions in our organisation? How transparent are the algorithms we rely on? What processes ensure human judgment is applied where it matters most?

This is not a theoretical exercise. Regulators globally are moving quickly to codify obligations around AI, with frameworks emerging in Europe, the US and Asia-Pacific. Boards must therefore balance innovation with compliance, ensuring adoption is matched by strong governance guardrails.

At the same time, directors must not lose sight of their unique role. AI can scan, summarise and suggest – but it cannot replace the ethical reasoning, cultural sensitivity and long-term stewardship that boards bring. Human judgment remains irreplaceable.

Closing the gaps: Literacy and trust

For many boards, the challenge is not resistance but readiness. Directors bring deep experience across finance, risk and strategy – but AI introduces a steep new learning curve. Building digital literacy at board level is now essential. Directors don’t need to be technologists, but they do need to understand enough to ask the right questions, challenge management and ensure responsible adoption.

Even the most traditionally cautious companies are beginning to lean into AI, recognising education is a prerequisite for effective governance. Board training, peer learning and ongoing exposure to emerging technologies will be vital in closing this literacy gap.

At the same time, boards must safeguard trust. Sensitive board data is among an organisation’s most critical assets, and directors must ensure AI tools handling this data are designed with robust security and privacy protections. As Stafford puts it, “One of our customer success team members phrased it that our AI is designed to be ‘as intelligent as Einstein, but with the memory of a goldfish’.” The principle is clear: intelligence should not come at the expense of confidentiality.

A call to action for directors

The pace of AI innovation is striking: what once seemed speculative is now reality in less than a year. Directors who embrace AI with curiosity, caution and clarity will be better positioned to guide their organisations through disruption. Those who ignore it risk falling behind – not only in operational efficiency, but in fulfilling their fundamental duty of oversight.

AI will not remove complexity from governance. But it can provide directors with sharper tools, clearer insights and more time for what matters most: safeguarding organisations, shaping strategy and building long-term resilience.

Practical pathways forward

Practical tools now exist for boards, offering AI-driven meeting preparation, risk scanning and compliance mapping capabilities – all developed with security and oversight in mind.

These solutions don’t replace directors’ responsibilities, but they do enable boards to spend less time on administration and more time on strategy and judgment. For boards seeking to navigate the ethical and practical challenges of AI, they represent a natural next step: applying the technology within governance itself, to better understand and oversee its use across the wider organisation.