When director oversight may become overreach.
At the recent Corporate Board Member conference, an enthusiastic director shared how AI could help boards access operational data in real time. The room buzzed with interest and then proceeded to debate some of the positives and negatives.
We couldn’t help thinking, “Where does governance end and operations begin? Are we about to lose that boundary entirely?”
AI is no doubt changing the game. It offers unprecedented transparency, compresses reporting time, and can surface insights far beyond the human brain can glean from large data sets. But with that visibility comes temptation; the temptation for directors to start digging into operations. Does this mean directors start acting like managers? By leaning into operational data to ‘just quickly check’ the sales dashboard, or query why one region is underperforming, may be too tempting to pass up.
However, that’s not governance… it’s management.
Blurring the Line Can Blur Accountability
Boards are there to provide oversight – to ask the right questions of management, not become the management. If directors start accessing granular data streams that belong in the hands of executives, we risk eroding that essential role clarity.
Worse, we may shift the accountability dynamic. In a dispute or regulatory review, someone will ask, “Who had visibility? Who intervened? Who’s responsible?”
If AI enables directors to see more, they may be expected to do more, which is fine, so long as we know what that means on a legal and governance level. There could be unintended legal consequences, including a redefinition of directors’ duties, or being held accountable for decisions traditionally in management’s purview.
Strong Governance Requires Strong Boundaries
This is where boards need to be deliberate. Just because AI can surface operational data doesn’t mean it should be consumed without context or constraint. Boards need to design guardrails:
- Who sees what?
- When?
- For what purpose?
- How will it be interpreted?
The answer isn’t to avoid AI but to build an AI-informed governance framework that keeps the board in its lane.
Good directors stay strategic; great directors know when to step back, even when the data says, “come closer.”
Governance in the Age of AI: Ask These Questions
If your board is starting to lean into AI-powered tools, here are four questions to ask:
- Are we clear on the line between oversight and operations?
- Do our tools reinforce role clarity or undermine it?
- What safeguards do we have around data access and interpretation?
- Have we considered the legal implications of real-time operational visibility?
It is definitely not about resisting technology. It’s about maintaining governance integrity in an environment where the boundaries are becoming increasingly blurred.
Whilst AI may be able to give us a window into operations, the question is when should the board look – or dare we say – climb through it.