Directors must own AI oversight
Recent analysis stresses that directors are now expected to oversee AI adoption, risk management, workforce strategy, and partnership governance — skills increasingly screened by nom/gov and comp committees as AI investments reshape company strategy reported.
ISS’s review of 3,048 U.S. companies found only 245 (8%) disclosed board‑level oversight of AI and just 275 (9%) reported formal AI policies, while 481 (16%) disclosed at least one director with specialized AI skills (insights.issgovernance.com). Glass Lewis added a new “board oversight of AI” section to its 2025 U.S. Benchmark Policy and warned it may recommend against director nominees if board AI oversight or disclosure is insufficient (corpgov.law.harvard.edu). The SEC’s Investor Advisory Committee recommended issuers adopt a defined term for “Artificial Intelligence” and disclose board oversight mechanisms and material operational impacts of AI, citing a March 6, 2025 IAC panel and a Deloitte/USC report noting AI as a “risk multiplier” for 60% of S&P 500 firms (sec.gov). The SEC’s Division of Examinations has launched sweeps of AI model use and the Division of Enforcement confirmed AI‑focused investigations, signaling enforcement risk under existing securities laws even absent final AI rules (skadden.com). A 2025 EY survey reported nearly half of Fortune 100 companies now voluntarily disclose AI risk at the board level and 44% include AI in director qualification descriptions (up from 26% a year earlier), prompting more boards to consider dedicated technology or tech‑subcommittees for AI oversight (rmmagazine.com). Spencer Stuart reported 845 board placements in its latest cycle and that 40% of recent placements were women or individuals from underrepresented groups, while its Governance Chair Network continues to advise nom/gov chairs on skills refreshment—data recruiters in the Bay Area increasingly cite when briefing clients on desired director profiles (spencerstuart.com). Korn Ferry found 84% of talent leaders plan to use AI in 2026, and San Francisco teams at major search firms such as Russell Reynolds list AI governance among their local practice specialties, reinforcing that nom/gov and compensation committees will be screened for candidate AI literacy during searches (kornferry.com).
