How Boards of Directors Govern Artificial Intelligence
Benjamin van Giffen, Helmuth Ludwig
This study investigates how corporate boards of directors oversee and integrate Artificial Intelligence (AI) into their governance practices. Based on in-depth interviews with high-profile board members from diverse industries, the research identifies common challenges and provides examples of effective strategies for board-level AI governance.
Problem
Despite the transformative impact of AI on the business landscape, the majority of corporate boards struggle to understand its implications and their role in governing it. This creates a significant gap, as boards have a fiduciary responsibility to oversee strategy, risk, and investment related to critical technologies, yet AI is often not a mainstream boardroom topic.
Outcome
- Identified four key groups of board-level AI governance issues: Strategy and Firm Competitiveness, Capital Allocation, AI Risks, and Technology Competence. - Boards should ensure AI is integrated into the company's core business strategy by evaluating its impact on the competitive landscape and making it a key topic in annual strategy meetings. - Effective capital allocation involves encouraging AI experimentation, securing investments in foundational AI capabilities, and strategically considering external partnerships and acquisitions. - To manage risks, boards must engage with experts, integrate AI-specific risks into Enterprise Risk Management (ERM) frameworks, and address ethical, reputational, and legal challenges. - Enhancing technology competence requires boards to develop their own AI literacy, review board and committee composition for relevant expertise, and include AI competency in executive succession planning.
Host: Welcome to A.I.S. Insights, powered by Living Knowledge. I’m your host, Anna Ivy Summers. Today, we're diving into a critical topic for every company leader: governance. Specifically, we're looking at a fascinating new study titled "How Boards of Directors Govern Artificial Intelligence."
Host: It investigates how corporate boards oversee and integrate AI into their governance practices, based on interviews with high-profile board members. Here to break it all down for us is our analyst, Alex Ian Sutherland. Alex, welcome.
Expert: Thanks for having me, Anna.
Host: Let's start with the big picture. We hear a lot about AI's potential, but what's the real-world problem this study is trying to solve for boards?
Expert: The problem is a major governance gap. The study points out that while AI is completely reshaping the business landscape, most corporate boards are struggling to understand it. They have a fiduciary duty to oversee strategy, risk, and major investments, but AI often isn't even a mainstream topic in the boardroom.
Host: So, management might be racing ahead with AI, but the board, the ultimate oversight body, is being left behind?
Expert: Exactly. And that's risky. AI requires huge, often uncertain, capital investments. It also introduces entirely new legal, ethical, and reputational risks that many boards are simply not equipped to handle. This gap between the technology's impact and the board's understanding is what the study addresses.
Host: How did the researchers get inside the boardroom to understand this dynamic? What was their approach?
Expert: They went straight to the source. The research is based on a series of in-depth, confidential interviews with sixteen high-profile board members from a huge range of industries—from tech and finance to healthcare and manufacturing. They also spoke with executive search firms to understand what companies are looking for in new directors.
Host: So, based on those conversations, what were the key findings? What are the big themes boards need to be thinking about?
Expert: The study organized the challenges into four key groups. The first is Strategy and Firm Competitiveness. Boards need to ensure AI is actually integrated into the company’s core strategy, not just a flashy side project.
Host: Meaning they should be asking how AI will help the company win in the market?
Expert: Precisely. The second is Capital Allocation. This is about more than just signing checks. It's about encouraging experimentation—what the study calls ‘lighthouse projects’—and making strategic investments in foundational capabilities, like data platforms, that will pay off in the long run.
Host: That makes sense. What's the third group?
Expert: AI Risks. This is a big one. We're not just talking about a system crashing. Boards need to oversee ethical risks, like algorithmic bias, and major reputational and legal risks. The recommendation is to integrate these new AI-specific risks directly into the company’s existing Enterprise Risk Management framework.
Host: And the final one?
Expert: It's called Technology Competence. And this is crucial—it applies to the board itself.
Host: Does that mean every board director needs to become a data scientist?
Expert: Not at all. It’s about developing AI literacy—understanding the business implications. The study found that leading boards are actively reviewing their composition to ensure they have relevant expertise and, importantly, they're including AI competency in CEO and executive succession planning.
Host: That brings us to the most important question, Alex. For the business leaders and board members listening, why does this matter? What is the key takeaway they can apply tomorrow?
Expert: The most powerful and immediate thing a board can do is start asking the right questions. The board's role isn't necessarily to have all the answers, but to guide the conversation and ensure management is thinking through the critical issues.
Host: Can you give us an example of a question a director should be asking?
Expert: Certainly. For strategy, they could ask: "How are our competitors using AI, and how does our approach give us a competitive advantage?" On risk, they might ask: "What is our framework for evaluating the ethical risks of a new AI system before it's deployed?" These questions signal the board's priorities and drive accountability.
Host: So, the first step is simply opening the dialogue.
Expert: Yes. That's the catalyst. The study makes it clear that in many companies, if the board doesn't start the conversation on AI governance, no one will.
Host: A powerful call to action. To summarize: this study shows that boards have a critical and urgent role in governing AI. They need to focus on four key areas: weaving AI into strategy, allocating capital wisely, managing new and complex risks, and building their own technological competence.
Host: And the journey begins with asking the right questions. Alex Ian Sutherland, thank you for these fantastic insights.
Expert: My pleasure, Anna.
Host: And thank you to our audience for tuning into A.I.S. Insights. Join us next time as we continue to explore the ideas shaping business and technology.
AI governance, board of directors, corporate governance, artificial intelligence, strategic management, risk management, technology competence