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There’s a data point making the rounds in governance circles that deserves more attention than it’s getting. According to What Directors Think 2026, 66% of corporate directors now use AI tools to support their board work. Only 22% have formal governance processes in place to guide that use.
That gap is actually a credibility problem that looks like a technology problem, and it’s landing squarely in the compliance function’s lap.
Consider what ethics and compliance programs have spent considerable effort building over the past two years: AI use policies, employee communications, manager training on what responsible AI use looks like in practice. That work carries an implicit message: AI is powerful, it requires oversight, and its use in sensitive or consequential functions demands a framework. Then consider what it signals when the people responsible for setting strategy and overseeing the organization’s direction are using those same tools with no governing framework at all.
As a technology, AI genuinely improves how board members can absorb and synthesize large volumes of information (financial data, risk reports, regulatory updates, litigation summaries, etc.) ahead of meetings. The efficiency gains are real for directors who sit across multiple boards and committees. But efficiency without accountability is exactly the kind of problem compliance programs exist to solve. And right now, the expectations that boards help set for everyone else generally don’t apply to them.
These are material risks that we’re talking about
Directors using AI tools to prepare for board meetings may be routing confidential company information through third-party platforms without adequate data security controls or contractual protections. They may be forming strategic views shaped by AI-generated summaries they didn’t interrogate closely (and have no obligation to disclose). Consider, for example, an AI-assisted briefing which both omits material details and shapes a director’s judgment. That raises a complicated question around responsibility and defensible process.
There’s also a longer-term credibility risk. When companies face regulatory scrutiny or litigation, the quality of board deliberation matters. Demonstrating that governance decisions were informed, independent, and deliberate is part of what creates a defensible record. Introducing AI into that process without governance creates ambiguity about where human judgment ended and algorithmic synthesis began. Regulators are not yet asking this question consistently. They will.
So, what’s the solution?
What would responsible board-level AI governance actually look like? It starts with the same elements compliance asks of everyone else: a clear policy on which tools can be used, for what purposes, and with what categories of company data. Disclosure of AI use in board preparation materials — even informally, within the board itself — would help preserve the integrity of deliberation records. And like any governance framework worth having, this one requires regular review as the tools and their risks evolve.
The CECO or General Counsel may be the right person to initiate this conversation. Not as a gatekeeper, but as a resource — and as someone who has already navigated the organizational dynamics of AI governance at scale. The board members most likely to engage constructively are those who have already worked through the company’s own AI policy work. The gap, in most cases, is not resistance. It’s that no one has framed the ask clearly.
Compliance has spent two years building AI governance frameworks the rest of the enterprise is now expected to follow. The next logical step? Bringing that same rigor into the boardroom.
Author Bio
Bill Coffin | Editor-in-Chief, Ethisphere Magazine, Ethisphere
Bill Coffin is the Editor-in-Chief of Ethisphere Magazine and supports the larger content strategy of Ethisphere. He is an internationally recognized writer and editorial leader in the fields of ethics, compliance, insurance and risk management. His work has appeared in The Wall Street Journal, BusinessWeek, Forbes and Fortune, as well as Compliance Week, National Underwriter, Risk Management, Best’s Review and other B2B media. Previously, Bill served as Director, Senior Editor at AIG, leading content strategy for one of the world’s largest insurance companies.
