Just like the companies they help govern, America’s public company directors are going all-in on generative AI use, but they’re often doing so without guidelines, policies or oversight, a troubling trend with potentially serious legal and operational implications for companies.
A new survey of 104 U.S. public company directors finds that 82 percent have used generative AI in their board work in the past six months—up from 66 percent in September 2025. Yet 54 percent say there is no guidance for director’s use of AI in place at their company and only 6 percent report a formal policy specific to the board.
Meanwhile, roughly 30 percent of those surveyed have used generative AI to summarize board books or meeting materials, which are often among the most sensitive documents in a public company. Some 45 percent have used it to prepare for board or committee discussions or to benchmark peers, competitors or market trends.
Nearly half —49 percent—of directors surveyed say they have heard of board members using publicly available or consumer-facing AI tools for board work, versus company-approved platforms or systems, a clear red flag for most GCs and outside governance experts. Adding to the confusion, 96 percent of those surveyed say they do not know of any instance when board materials have been entered into a “tool outside of the company’s or board portal’s approved environment.”
For Kira Ciccarelli, senior manager of research at the Diligent institute, “that tells us directors are not waiting for perfect governance frameworks to experiment with AI,” she says, “which makes it much more urgent for boards to define where these tools are appropriate and where confidentiality lines need to be drawn.”
At the same time, corporate use of AI is exploding. Six in 10 directors say generative AI is already creating at least moderate measurable change inside their companies today. That enterprise-level movement is showing up even among directors who have not yet brought the tools into their own board work. Among the nearly one in five directors who say they have not used generative AI for board-related work at all in the past six months, 53 percent say gen AI is nevertheless already creating moderate or significant change inside their company.
Dottie Schindlinger, executive director of the Diligent Institute and a partner in this research, says she is struck by the gap between boardroom adoption of AI and the impact directors are already seeing inside the business. “The use cases remain fragmented and governance is still immature. The real question for boards is whether oversight is evolving fast enough to keep pace.”
Our survey finds directors are expecting AI’s impact to reach the board agenda over the next 12 months, especially around cyber, data and risk. Cybersecurity and data governance tops the list, at 45 percent, followed by strategy and growth, at 41 percent, and risk and compliance, at 37 percent.
Committee assignment may help shape how directors view the speed and nature of AI’s impact. Directors serving on audit committees, for example, are more likely than other directors to say the technology is already producing measurable change inside the company: 66 percent report moderate, significant or severe change, compared with 48 percent of directors not serving on audit committees.
The pattern is especially pronounced among directors who serve on a dedicated risk committee. Seventy-nine percent say gen AI is creating moderate to severe measurable change inside their companies, compared with 54 percent of directors not serving on a risk committee. They are also more likely to use gen AI for board work: 68 percent have used it to learn about unfamiliar technical topics, versus 44 percent of non-risk committee directors; 53 percent use it for benchmarking or market trends, versus 39 percent; and 37 percent use it to draft or refine questions for management, versus 20 percent.
Risk committee members are also much more likely to expect AI to reshape risk and compliance discussions in the near term. Sixty-three percent cite risk and compliance as one of the areas where AI will have the greatest effect on boardroom discussions over the next 12 months, compared with 31 percent of directors not serving on a risk committee.
The findings raise a broader governance question: Do boards with a dedicated risk committee have an edge in recognizing AI’s near-term impact? The data cannot answer that definitively. Committee structure may reflect company size, industry, regulatory exposure or the complexity of the risk profile. But the directional pattern is hard to ignore.
For boards, the message is not simply that directors should use AI tools more often. It is that AI is already affecting the companies they oversee, while board-level practices, policies and comfort levels are still taking shape. The gap is not lost on directors: 27 percent say their company is moving too slowly in adopting AI.
The next phase of AI governance will likely require a more disciplined conversation: Which tools are directors allowed to use? What information is off limits? Where can AI improve board preparation without compromising confidentiality? How should management report AI-related risks, benefits and controls? And which committee—or full board—owns the oversight agenda?
Directors understand AI is no passing fad. As one director noted, “I do believe that AI tools built into a board governance platform or reporting portal would improve the board’s effectiveness.”
The question is, in such a fast-moving space, is ‘responsible adoption’ realistic? As another director alluded, “letting AI mature and real products come to market may be the best path rather than diving into what is currently probably still the ‘Myspace’ days before Facebook.”
