AI IN THE BOARDROOM: A FORWARD-LOOKING LEGAL ANALYSIS OF BOARD MEETING MANAGEMENT WITH AI AGENTS

Written by Chiara Imelda Wirz^*

Once regarded as a futuristic, utopian possibility, Artificial Intelligence ("AI") technology now presents a reality and defining strategic priority to shape business decision-making which inevitably will impact corporate governance practices. AI systems have already started reshaping board processes and governance, from repetitive administrative tasks to compliance monitoring up to board-level oversight. This article focuses on the deployment of augmented intelligence systems in the form of AI agents in the board meeting lifecycle, mastered and overseen by the corporate secretary of an organization. It argues that an evolving AI adoption will reconfigure the duty of care of the directors and create new exposures for attorney-client privilege and discovery requests, warranting a dedicated board-level AI governance policy. By examining these novel legal challenges through a practical fact pattern, this article offers practical guidance for risk mitigation for corporate secretaries and legal professionals leading in this new chapter of corporate governance with AI entering the "boardroom."

I. INTRODUCTION

A. AI-DRIVEN TRANSFORMATIONS OF CORE SECRETARIAL GOVERNANCE FUNCTIONS