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Practical AI project guide · By Yes AI

What should a board ask management about AI?

Published 6 min read

Boards are accountable for how their organisation uses AI, but most directors are not technical and do not need to be. What they need are the right questions and a sense of what a credible answer looks like. This guide draws on the AICD's Director's Guide to AI Governance (Version 2, June 2026) and the National AI Centre's guidance, and is general information rather than legal advice.

Quick answer

A board should ask where AI is already used, including features inside bought software; what the organisation's appetite for AI risk is; which senior leader is accountable; how new AI uses are approved; what the AI policy allows and prohibits; how vendor contracts handle data and AI outputs; and how AI shapes the information in board papers. Credible answers come with evidence such as an AI register, a policy, risk screening records and an incident log.

Directors around a boardroom table in Melbourne reviewing printed board papers in natural window light
Directors should see the evidence behind management's answers about AI.

Why are boards being asked about AI now?

AI is now built into software most organisations already buy, staff use their own tools, and agentic systems that take actions are arriving. The AICD and the Human Technology Institute at UTS updated their governance resources in June 2026 to account for this kind of change, publishing a director's guide, a board summary and checklist for small businesses and not-for-profits, and a snapshot. An AICD article from September 2026 says directors' duties are unchanged and that AI is changing how those duties may be assessed when decisions are challenged. The guide organises board oversight across four elements: strategy, governance structure, governance practices and enablers.

What should the board ask about AI strategy?

Start with the current position before discussing new investment. The AICD's checklist for smaller boards asks directors to understand where AI is already used, including AI features in third-party products, to discuss risk appetite with management, and to assess where AI could add value using existing resources such as current software subscriptions. The questions below turn that into prompts for a board meeting. Ask management to bring evidence for each answer.

  • Where is AI used today, including inside products we buy?
  • What is our appetite for AI risk, and where is the line?
  • Which processes would benefit most, and how do we know?
  • Does any proposed AI investment need new resources or significant spending?

Who is accountable, and how are AI uses approved?

The AICD checklist asks boards to assign accountability for AI oversight to an appropriate senior leader, establish a proportionate approval process based on potential impact, and agree when and how the board is updated, including targeted metrics on AI use, effectiveness and risk. The National AI Centre's foundations guidance starts in the same place: a senior leader as the overall AI governance owner, with enough authority and understanding to oversee all AI use. Ask who that person is, what they can approve on their own and which uses must come to the board.

What should the board ask about policy, risk and vendors?

An AICD article by a Corrs Chambers Westgarth partner suggests boards ask whether the organisation has an inventory of AI systems, including those embedded in procured software, and policies that state which tools are approved, restricted and prohibited and are actually enforced. It also points to vendor contracts that address data handling, model limitations and liability for AI-generated outputs, and to public statements about AI that match actual practice, because overstating capability or governance maturity creates exposure under Australian consumer law. Ask management to show the register, the policy and the relevant clauses of the main supplier contracts.

How is AI shaping the board papers themselves?

AI may already be summarising risk reports, financial analysis and management papers before directors read them. The same AICD article says boards need visibility of four things where AI is involved in the information they receive: purpose, validation, exceptions and overrides, and accountability. It also cites judicial comments that a director who simply adopts an AI-generated recommendation without independent reasoning has not made a conscious decision, which matters for the protection the business judgment rule provides. Ask management to label where AI contributed to a paper, and agree a board policy on directors' own use of AI tools.

What does a credible management answer look like?

A credible answer points to records that exist and are kept current. A general assurance that AI is under control, a list of tools without owners or a policy nobody has been trained on are warning signs. Directors should see enough to judge whether management understands the technology and its risks, without inspecting technical detail. The evidence below lines up with the National AI Centre's six practices, which the AICD guide refers to as AI6.

  • An AI register with an accountable person for each system.
  • A current AI policy with an owner and a review date.
  • Risk screening or assessment records for higher-risk uses.
  • An incident and complaints log that includes AI outputs.
  • Training records for staff who use or oversee AI.

Board questions by governance element, and the evidence to request

Governance elementQuestion for managementEvidence to requestWarning sign
StrategyWhere is AI used today, and where could it add value?AI register and a short list of scored opportunitiesNo list, or pilots with no owners
Governance structureWho is accountable, and what comes to the board?Named owner, approval thresholds and reporting cadenceAccountability left with IT or a vendor
Governance practicesWhat does the policy allow, restrict and prohibit?Policy, training records and incident logA policy exists but staff have not seen it
EnablersAre our data, systems and skills ready?Data quality notes and a training planAI spending ahead of basic data problems
VendorsWhat do our contracts say about data and AI outputs?Relevant clauses from the main supplier contractsStandard terms accepted without review
Board papersWhere did AI contribute to this paper?Labelling and a board policy on AI useUnlabelled AI summaries in board packs

Practical checklist

  • A named senior leader is accountable for AI, with defined approval limits.
  • The board has seen the AI register, including AI inside bought software.
  • The AI policy states which tools are approved, restricted and prohibited.
  • Higher-risk AI uses have a documented risk assessment before approval.
  • Key vendor contracts have been reviewed for data handling and liability for AI outputs.
  • Board papers state where AI contributed, and directors have agreed how they use AI tools.
  • The board has set which AI metrics it receives and how often.

Common questions

Do directors need technical AI knowledge?

No. The AICD's position is that boards need to ask the right questions, seek appropriate assurance and support a culture of responsible AI use, and that they do not need to become technical experts. Basic literacy helps: knowing what AI can get wrong, what an agent is and what a register should contain. A short briefing for the board is a practical way to build it.

Does a small company or not-for-profit board need all this?

The AICD publishes a separate summary and checklist for SME and not-for-profit boards that scales the same four elements down. A small board can cover the essentials in one agenda item: who is accountable, where AI is used, what the policy says about sensitive data and how risks reach the board. The depth should match how much AI the organisation uses and what it affects.

Should the board approve every AI tool?

Usually the board does not need to. The AICD checklist asks for a proportionate approval process based on potential impact. Management can approve low-risk tools within the policy, while uses that make or inform decisions about customers, staff or money, or carry significant cost, come to the board or a committee. Write the thresholds down so everyone knows which path a proposal takes.

Can directors use AI to summarise board papers?

Agree a policy first. The AICD article quotes a judicial warning against a quiet normalisation of private reliance by directors on computer-generated summaries without an agreed policy. Decide which tools are acceptable, how confidential papers are handled and how directors confirm they have read the underlying material before decisions. Seek legal advice on your own circumstances.

How often should AI be on the board agenda?

Set a regular cadence with management and add triggers, such as a proposed high-impact AI use, a significant incident, a major vendor change or a change in privacy or other law that affects AI use. The AICD checklist asks boards to agree targeted metrics with management so the regular update is brief and comparable from one meeting to the next.

Sources and further reading

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