Board members are busy putting AI to work, using it to summarize lengthy papers, track market trends, and answer their questions. But some boards are going one step further and giving AI a seat.
Diligent, makes software that directors use to share documents and run meetings. When its boss, Brain Strafford, told one chief executive about the company’s new board bot, their response hinted at where the technology may be headed. “I love the idea,” they said. “I’d immediately replace a couple of my board members with AI.” He then asked whether it could be priced at half what he pays his directors. “I want to make them nervous,” the CEO said.
The exchange, though spoken half in jest, raises a serious question: How far can, and should, AI go in the boardroom? While many executives remain hesitant about using AI in this setting, others are experimenting with creating digital replicas of colleagues to rehearse potentially difficult boardroom discussions, according to Stafford.
In April, Lloyds Banking Group became the first FTSE 100 firm to acknowledge it deploys an AI agent to support boardroom activities, The Times reported. Its executives and directors reportedly use the bot for agenda planning and analysis before high-level meetings, and to help mitigate human bias.
Pippa Begg, chief executive of Board Intelligence, which builds AI software for boards, says that AI could eventually sit in on meetings and be “able to almost interrupt and say: ‘Hang on, I think you’re falling into this trap.’ Or: ‘I disagree.’” However, giving it a formal legal vote, she added, would be “a dangerous leap.”
AI brings clear advantages to the boardroom, says Joanne McEnteggart, global head of debt, capital markets, and corporate at IQ-EQ, a fund-services firm that administers around 30,000 board meetings a year across 25 countries. “AI can assimilate information quickly and dissect years of data,” she says. “It removes emotion, stress, and bias, and can call out a director who seems to be deciding against the facts.”
Some boards have reportedly used it to break a stalemate during discussions, a role usually played by the chair, McEnteggart adds.
For now, she notes, it mostly summarizes board papers and tidies up minutes. But even that is changing how directors prepare. One director she has known for years has started asking questions they never would have before. “That’s good,” she says, “because it challenges thought.”
“I’d immediately replace a couple of my board members with AI.”
One place Stafford sees AI playing a big role is reducing boards’ reliance on external advisors, with AI specialists filling gaps in directors’ knowledge. “Clients are asking for a Middle East expert, a sustainability expert, a futurist,” he says.
One chief executive uses AI to play the role of an activist investor to provide a dissenting voice. At one acquisitive company, a director asks the AI to argue against every deal. With no one around the table having to play devil’s advocate, Stafford says boards can avoid “awkward” arguments.
Not everyone is convinced. There is a risk AI could become a new source of boardroom groupthink if directors lean too heavily on a tool few fully understand, says Mark Freebairn, head of the board practice at search firm Odgers. “I sometimes feel like I’m the only person that’s seen Terminator 2,” he says.
People think that AI is impartial and makes decisions with “zero emotion, zero human risk of bias,” he says. “How can you test what an algorithm tells you is right? That feels like one hell of a risk.”
Where to draw the line
As AI’s role shifts from notetaker to sparring partner, boards are deciding where to draw the line. Nearly half (49%) of directors say their board is actively reviewing which decisions should continue to be made by humans as the capabilities of AI improve, according to a survey of more than 400 directors, CEOs and CFOs by Board Intelligence.
However AI is used, it cannot take on a director’s legal responsibilities. McEnteggart says: “A bot cannot be held personally responsible in law nor can anyone vouch that it is fit and proper to sit on a board.”
Freebairn is aware of boards that have given a bot a seat and a vote, though it remains “very uncommon.” Doing so, he says, means “accepting a robot adds as much value as a human”.
Kazakhstan’s sovereign wealth fund, Samruk-Kazyna, appointed an AI board member called SKAI and gave it voting rights last year. Its chief executive says SKAI “voted on all the items” at its first meeting, but the country’s financial regulator says the appointment breaches national law. SKAI remains on the board as a pilot, according to a recent filing.
“A bot cannot be held personally responsible in law.”
Joanne McEnteggart, global head of debt, capital markets, and corporate at IQ-EQ
Abu Dhabi’s International Holding Company, the UAE’s largest listed firm, gave a non-voting seat on its board to an AI called Aiden Insight. The AI has issued statements in its name, in which it describes itself as “a C-level AI entity.”
Deanna Strable, chief executive of Principal Financial Group, who also sits on the board of health insurer Elevance Health, doubts this will become mainstream, though she will not rule it out. “My gut answer would be no. But so much has happened in the past year.” If it does happen, she expects AI’s vote to be advisory rather than decisive.
The governance gap
A lack of guidance on how directors should use AI represents another risk. Half of U.S. public companies lack a board-specific AI policy and only 14% have given directors company-approved AI tools for board work, according to a survey by Deloitte and the Society for Corporate Governance.
Board papers are among the most sensitive documents a company holds, routinely containing unannounced deals, unpublished results, and succession plans. Many directors are retired executives without access to enterprise AI tools, Stafford notes, so they fall back on consumer chatbots that offer weaker data protection. Upload them to ChatGPT, Stafford warns, and it will have them “forever.” Boards need to be clear on “what company data is going where,” McEnteggart adds.
Two-thirds of directors and executives say their boards have limited or no knowledge of AI, according to a separate 2025 Deloitte survey of nearly 700 respondents in 56 countries. “Most board members do not understand the complexity of rolling this out,” Strable says.
Seven in ten large European companies now have defined board oversight of AI, according to proxy advisor Glass Lewis, but that covers how companies use AI, not how directors themselves do.
As AI is used more frequently to inform board decisions, the role of directors risks changing. “If you take humans out of judgment,” Freebairn says, “there’s nothing else we offer really.”
Research suggests judgment and trust are where humans still have the edge. In a test by Wharton and INSEAD researchers, a board of AI chatbots outperformed six human boards on decision quality and use of evidence, but it struggled to build trust. The researchers concluded that AI is better used to stress-test a board’s thinking than to replace it.
Even the CEO selling a board bot urges restraint. “AI slop is a big issue, so you don’t want that creeping its way into the boardroom,” Stafford says. “More is not always better. It is just more.”
This story was originally featured on Fortune.com