“We tend to overestimate the effect of a technology in the short run and underestimate the effect in the long run.” Roy Amara, 2006
I’ve been in the corporate governance space for a long time now. I’ve worked in different teams, different sectors and seen changes in both the understanding of what ‘good corporate governance’ is (and isn’t) and how company secretaries can support that.
And the nature of my work has changed over time. Often laborious and time-consuming processes—such as compiling and printing board packs—are now largely automated through board portals. Scanning constitutional documents for particular provisions is now significantly quicker. What has become clear over the past few years, however, is that the pace of change that we’ve known will massively accelerate with developments in artificial intelligence.
While some will want to look at AI through the prism of ‘business as usual’, the number of AI use cases in the seemingly niche corporate governance sphere alone continues to develop at pace. This can be bewildering at times. Many of us have naturally presumed that the purpose of the role will remain relatively consistent and that the speed of change will continue as before; that how we work might evolve, but what our work is fundamentally would remain static.
Instead, we’re at the beginning of a revolution. This revolution will change the ‘how’ and the ‘what’ of our work and will dramatically transform corporate governance and perhaps even change its nature.
The governance of AI…
AI is often compared to other technological breakthroughs, such as the advent of the internet. This comparison is valid in some ways. AI, as with other technological changes before it, will create risks and opportunities for existing strategic and business models. Nothing new to see here.
However, in other critical ways, there are significant differences. While the development of the internet might have democratised information, the fundamentals of competitive advantage remained similar. But developments in AI present an entirely new opportunity for competitive advantage.
Similarly, the internet has engendered new strategic opportunities (for example, online retail) but at a pace that allowed observant boards to see how the tides were changing. Developments in AI have been unpredictable, rapid and often opaque. Long-term strategic planning is therefore becoming more difficult.
Boards are being told that they ‘need to talk’ about AI but it can be a difficult conversation to structure. So much of AI change is rapid and unpredictable and regulatory frameworks that can help to frame these conversations remain largely nascent. There are three areas that I would highlight where the corporate governance professional can help.
1. Sharing good practice examples of how boards are getting AI onto the agenda. Boards often need a hook to get the conversation started—this might include whether the board’s culture is ‘AI ready’; brainstorming around longer-term risks and opportunities facing the company; current and upcoming regulation; and/or review of internal AI policies and their implementation.
2. Supporting the board with understanding regulatory and other stakeholder (for example, proxy voting agency) expectations on board’s oversight of AI.
3. Supporting the chair in developing the board’s skills profile in this area, through training and development and succession planning.
Beyond advising on the governance of AI, corporate governance professionals must also guide the way in which AI is integrated into boardroom processes. This shift is already under way.
…and the AI of governance
We are already seeing some ways in which AI can impact on board processes and ways of working. These include AI-assisted minute-taking and AI-assisted summaries of board packs. This iteration of AI tools is largely about changing how things get done, rather than what things get done.
That’s not to downplay the importance of these tools. First, they will achieve significant efficiencies once fully integrated into our work patterns and it’s important that co-secs are familiar with their application. ]
Second, these tools can prompt deeper board-level discussions about the broader implications of integrating AI into board decision-making: for example, the impact of technology on directors’ duties and liabilities, as well as issues around data privacy and security. They can serve as a sort of ‘Trojan horse’ to encourage recalcitrant boards to talk about AI.
We are still in the early stages of AI integration in board decision-making. In time, we should expect to see further use of AI in generating insights. The quality and reliability of these insights will depend on accurate, reliable data, which raises new challenges for boards in relation to areas such as data bias and quality. Boards must develop frameworks to scrutinise AI-driven insights with scepticism and due diligence.
AI will also be used increasingly to inform discussions on board and director effectiveness: for example, through real-time feedback on the effectiveness of director contributions. Real-time scenario planning in board meetings is forecast to become a more prominent feature.
This is only likely to accelerate as agentic AI becomes more prevalent. It’s completely normal that boards will have different risk appetites around this and directors will need to come up with a collective and informed view of what risks they expose themselves to in embracing this technology—and what risks they expose themselves to by not embracing it.
From a co-sec perspective, the integration of these tools will raise these critical questions ever more loudly:
• How do we train governance professionals to work effectively with these technologies?
• What skills will be needed in the future in the profession?
• What does the future of the profession look like?
And while these may seem like somewhat niche concerns to the corporate governance profession, these are questions that many professions and professional bodies will need to grapple with. Our way of working is changing rapidly and our way of training and developing professionals must change with it.
Returning to Amara’s Law above, it is impossible to predict AI’s full trajectory—but doing nothing is not an option. There are two key points:
1. Boards need to be talking about this. It doesn’t matter if the conversations are fuzzy at the beginning—all but a handful of companies are feeling their way in the dark on a lot of this.
2. A sense of curiosity and experimentation is key. Navigating AI is a learning curve that reveals where AI adds value, where it falls short, and teaches us how to refine our approach to maximise its potential, both now and in the future.
From a corporate governance professional perspective, the interplay between the governance of AI and the AI of governance will serve to shape the future of the profession—and those who engage with this transformation proactively will be best positioned to navigate it successfully.
Paul Johnston ACG is associate director at consultancy One Advisory and a researcher at the Centre for AI in Board Effectiveness.