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THE CHALLENGE OF PREPARING BOARDS TO GOVERN ARTIFICIAL INTELLIGENCE

Artificial intelligence is reshaping how organizations make decisions, manage risk, and create value. What does it mean, then, for a board of directors to be truly prepared to govern in this new environment?

That question set the stage for our third Fireside Chat, “Building the AI-Ready Board,” where Susana Sierra, CEO of BH Compliance, spoke with Ana Dutra, corporate director, faculty member at the University of Chicago, NACD, and the DCRO Institute, and a recognized expert in corporate governance, technology, artificial intelligence, and digital transformation.

 

From Oversight to Foresight

During the discussion, Ana emphasized that boards must evolve from a role focused primarily on oversight to one that incorporates greater foresight and strategic anticipation. In a landscape shaped by rapid technological, regulatory, and geopolitical change, the challenge is no longer limited to reviewing past performance, but also helping organizations prepare for what lies ahead.

One of the central messages was that artificial intelligence should not be viewed solely as a technology issue. Its impact extends across corporate strategy, business models, innovation, risk management, and stakeholder relationships.

 

Beyond Shareholders

Ana also highlighted the need for boards to broaden their perspective beyond shareholders. Organizations now operate within complex ecosystems that include customers, employees, suppliers, communities, regulators, and investors, whose interests are not always aligned.

As AI adoption accelerates, many of these tensions are likely to become more visible. Boards therefore play a critical role in helping management balance competing interests and understand the broader implications of AI-driven decisions for multiple stakeholder groups.

 

Trust as a Strategic Asset

Trust emerged as another key theme throughout the conversation. Beyond the operational benefits AI may deliver, boards must ask whether they can trust the data being used, the outputs generated by AI systems, and the governance mechanisms designed to oversee them.

According to Ana, AI is not only a technology challenge but also a leadership and governance challenge, with trust becoming one of the most important strategic assets organizations must build and protect.

 

Visibility, Governance, and Measurement

The discussion also underscored the importance of identifying where and how AI is already being used within the organization, establishing responsible-use policies, and strengthening data governance and cybersecurity frameworks.

Ana further noted that boards should demand clear metrics to assess whether AI initiatives are delivering tangible value, whether through productivity gains, operational efficiency, innovation, or growth.

 

Three Questions Every Board Should Answer

As a closing reflection, Ana encouraged boards to consider three critical questions:

  1. Do we know where and how AI is being used across our organization?
  2. What operational and strategic outcomes do we expect from its implementation?
  3. Who is accountable for decisions related to AI?

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The conclusion was clear: building an AI-ready board is not simply about adding technical expertise or adopting new technologies. It requires developing the capability to anticipate emerging risks, navigate diverse stakeholder interests, and strengthen trust in an increasingly complex business environment.