What Your Board Minutes Don’t Show About AI

Published in Corporate Board Member, October 8, 2026

When courts assess a board’s oversight, they read the record. For AI, that record is thin, and model bias and drift are the two risks least likely to appear in it. This article traces Delaware oversight law from Caremark and Marchand through the 2021 and 2026 Boeing derivative cases and the 2025 amendments to Section 220, which define the minutes and board materials as core records. It draws on EY’s review of Fortune 100 disclosures, which found that every company gave insight into management’s reporting to the board on cybersecurity, compared with 16% for AI. It explains why bias and drift escape routine management briefings and the trade-off the board has to own. It closes with four actions directors can take before their next annual committee charter review, informed by my experience building IBM’s first AI audit program as Deputy Chief Auditor.

Read the full article: https://boardmember.com/what-your-board-minutes-dont-show-about-ai/