Recent reports from ISS and Glass Lewis examine how companies are approaching board oversight of AI and how governance practices are evolving in response to investor expectations. ISS’s report, “Mind the Governance Gap: The State of Board Oversight and AI Policy in U.S. Companies,” which reviewed proxy disclosures of more than 3,000 companies, concludes that formal board oversight of AI remains relatively limited, with only 245 companies disclosing some level of board-level AI oversight. The report also finds that disclosures relating to AI governance practices—including directors with AI expertise—are concentrated in a few industries, particularly information technology and other sectors with significant digital or automation exposure.
Glass Lewis’s report, “US AI Oversight Through Three Lenses: Investor Expectations, the S&P 100 and Company-Specific Analysis,” focuses on investor expectations and proxy statement disclosure practices among S&P 100 companies. More than half of companies (54%) disclosed some form of board-level oversight of AI—with oversight most commonly assigned to an existing committee such as the audit or technology committee, while 45% disclosed an AI policy or framework governing the company’s use of the technology. Just over one-quarter (28%) disclosed both board oversight and a formal AI policy.
Glass Lewis’s 2024 and 2025 policy development surveys also reflected growing investor focus on AI governance. In the 2024 survey, 65% of U.S. investors said companies should clearly disclose the board’s role in overseeing AI governance and ethics, and nearly half said oversight responsibilities should be formalized in committee charters or other governing documents.
Both the ISS and Glass Lewis reports suggest that boards may face rising expectations from investors to clarify oversight structures, director expertise, and policies governing the responsible use of AI.
See the reports for additional data and examples of company approaches, and visit our AI, Proxy Statement and Proxy Season 2026 pages for additional resources.
This post first appeared in the weekly Society Alert!