“Board Oversight of AI: Do Boards Need AI Experts?” from Debevoise & Plimpton highlights considerations for companies assessing whether and how to enhance the board’s AI expertise. For public companies considering adding a director with AI expertise, the firm notes several practical and governance challenges, including: (i) a limited pool of individuals with both deep AI expertise and public company board qualifications; (ii) the relatively small percentage of companies for which AI is so fundamental to the business that dedicated board-level expertise is warranted; (iii) potential impacts on board dynamics, including the risk that other directors defer excessively to a designated expert, thereby reducing constructive challenge and debate; and (iv) potential conflicts of interest, given that qualified candidates may have ties to AI-related companies or investments.
The memo also notes that appointing a director with AI expertise may raise questions about whether the board has sufficient expertise in other areas of enterprise risk. In addition, although not discussed in the memo, it has been noted—particularly in the context of prior discussions around cybersecurity expertise on boards—that in rapidly evolving technology areas, subject-matter expertise may require ongoing, active engagement to remain current. That said, the memo suggests that all directors should maintain at least baseline AI literacy to fulfill their broader oversight responsibilities.
Importantly, the memo emphasizes that, under the corporate law of most states (including Section 141(e) of the DGCL), directors are generally entitled to rely in good faith on information, opinions, and reports from management and outside experts selected with reasonable care. In practice, this allows boards to leverage internal leaders (e.g., technology executives) and external advisors to inform their oversight of AI-related risks and opportunities.
The memo further highlights that boards can supplement their oversight through ongoing director education and structured reporting, including periodic updates from management on AI use, risks, and governance practices, as well as engagement with external legal, technical, and consulting advisors.
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This post first appeared in the weekly Society Alert!