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For Directors
The oversight duty for artificial intelligence, in plain terms.
Artificial intelligence is now a matter for the board, not only for management. Under the Caremark standard, a board must monitor its mission-critical risks, and AI used in clinical care, claims, and drug development meets that test (Marchand v. Barnhill, 212 A.3d 805 (Del. 2019); WilmerHale, 2026). Since the McDonald's decision in 2023, officers carry a parallel duty (In re McDonald's Corp. Stockholder Derivative Litigation, 289 A.3d 343 (Del. Ch. 2023)). The standard is procedural: a court asks whether the board made a good-faith effort to put a reporting system in place, so the minutes are the evidence.
What Your Minutes Should Show
An inventory of every AI system in use or in pilot, including AI embedded in vendor products
A named executive accountable for AI, reporting to the board on a schedule
The committee that oversees AI, written into its charter
For each approval, the rules that applied, the conditions attached, and the monitoring required
Quarterly reporting on performance, incidents, and drift
Questions to Put to Management Before Approving an AI Deployment
What decision will the system make or inform, and who remains accountable for it?
Which state and federal rules apply where the system will operate?
What do the vendor terms say about training on our data, change notification, audit rights, and indemnification?
How was the system validated, and who will watch it after go-live?
What would cause us to switch it off?
What to Ask For in the Board Pack
A one-page summary of each proposed deployment, the applicable rules by jurisdiction, the vendor terms, the validation evidence, and the monitoring plan, with the conditions management recommends.
How the Navigator Helps
The AI Governance Navigator lets a director start from their own seat on the board or its committees and filter by sector. Each entry states what changed, the date it was checked, and the question it raises for the board. Its readiness assessment places the board on a five-level maturity scale. For a fuller treatment of the director's role, read The AI-Ready Director.
Where Avancer Fits
Avancer works alongside the board's own counsel and auditors. Two engagements are designed for directors:
Board Readiness Workshop. A session that gives the board a shared understanding of the AI landscape, the oversight questions, and its own role. See How We Work
30-Minute Board Briefing. A focused briefing for a scheduled meeting on one development or decision. See How We Work