AI in the boardroom: A guide for directors

The Australian Federal Court’s judgment in ASIC v Bekier provides timely judicial commentary on the use of artificial intelligence (AI) in board and management processes. It also recognises that directors and boards are already using AI. 

Federal Justice Lee was clear that there was “nothing objectionable” about the use of AI tools to assist with board materials and information management. The Court confirmed that such tools cannot replace human judgement or accountability. 

Critically, Justice Lee reinforced that statutory duties of care and diligence are personal and non‑delegable. This means that liability is assessed by reference to what directors and officers actually knew and the quality of their decision‑making. It does not depend on the sophistication of the tools used. 

AI may assist in processing information, but it does not transfer responsibility away from natural persons charged with stewardship and oversight. 

This reasoning closely aligns with new Institute of Directors’ guidance in ‘AI in the boardroom: A guide for directors’. This guide positions AI as an enabling governance tool rather than a decision‑maker. The guide stresses that: 

• • Directors’ legal duties under New Zealand law remain unchanged 
  • AI must be governed through clear board‑level policies 
  • Transparency and human oversight are essential at every stage 

The Bekier judgment reinforces this approach: boards may use AI to enhance preparation, analysis and questioning, but must collectively govern its use and remain accountable for decisions, information flows and judgement.  

For New Zealand directors, responsible AI use is a core governance discipline that requires deliberate board oversight.