In boardrooms across industries, artificial intelligence has moved from novelty to necessity. During a discussion I moderated at Barnes & Thornburg’s 2025 Shareholder Engagement Summit, a panel of directors and executives acknowledged that AI now touches everything from corporate disclosures to enterprise risk management. The conversations underscored a central question: how can boards provide meaningful oversight without stifling innovation? 

AI Moves Into Proxy Disclosure 

Last season, several S&P 500 companies disclosed that their boards had formally assigned AI oversight to a committee — a number that more than tripled year over year. Most boards continue to place responsibility with audit committees, but a growing minority are establishing dedicated technology committees to address AI’s operational and governance implications. 

This trend recognizes that AI is not just a back-office tool; it is embedded in customer service, risk modeling, financial operations, and even director recruitment. 

Risk, Regulation and ROI 

Our panelists highlighted the dual challenge: AI presents both operational risk and competitive opportunity. Boards must ask: 

• How is AI being used internally — and are data governance safeguards in place? 
• How are vendors deploying AI, and what risks are transferred to the company? 
• What is the return on investment for AI initiatives, and how does it align with strategy? 

The global regulatory backdrop is also expanding. The EU Artificial Intelligence Act imposes significant compliance obligations with material penalties, and states are adopting their own AI rules. Directors serving multinational or multi-jurisdictional companies should expect these regimes to shape disclosure and compliance expectations. 

Skill Sets for the Future Boardroom 

Just as cyber expertise became an in-demand director qualification a decade ago, AI literacy is quickly becoming essential. While few companies need technologists at the board level, they do need directors who can ask the right questions, contextualize risk, and guide oversight. Skill mapping exercises, already used to identify gaps in finance or industry expertise, should now include AI governance capabilities. 

The Bottom Line 

AI governance is not about predicting every technological advance. It is about ensuring the company’s use of AI is transparent, responsible, and aligned with business goals. Directors who frame oversight around strategy and risk — rather than fear of the unknown — will be best positioned to steward their companies through this technological shift. 

Want to hear more of our AI discussion at the Shareholder Engagement Summit? Watch the video below.