AI summaries: The governance risk no one saw coming

A chairman recently quipped after a three-hour strategy session, "I wonder what ChatGPT thinks we just decided." The laughter in the room was genuine, but so was the unease.

- M. MUNEER & RALPH WARD

Lurking beneath the joke was the recognition that in the AI era, what the board did may matter less than what the minutes taken with the use of AI say they did. When the record over takes reality, it's a nightmare.

For decades, board-meeting minutes were a study in understatement. A diligent secretary would jot down the essentials: agenda followed, motions made, votes cast and resolutions approved. No frills, no flourishes. Minutes were often praised for being so dull, they could cure insomnia. Fast-forward to today, and suddenly technology has barged into the boardroom, not just to help take notes, but to interpret, condense and sometimes even decide what counts as 'important.'

Sounds efficient? Perhaps. But as with all things AI, the devil isn't just in the details—it's in the transcripts, summaries and the alternative versions floating around in cyberspace. And directors are beginning to realize that minute-taking could become its most litigious landmine.

Here's a story that has achieved the status of an urban-legend. A director logged into an online board meeting but wasn't actually present. He had his AI assistant attend in his place, dutifully summarizing the proceedings for him to skim later. Efficient? Yes. Fiduciary? Questionable. Legal? Problematic. Can a director truly be said to have 'attended' if his AI assistant took the notes while he took a nap? What about fiduciary duty can responsibility be delegated to a bot? Can you trust an AI tool, operating on remote servers, to safeguard sensitive strategy discussions? Litigators could have a field day.