Over the last few months, every time I speak at a webinar or lead a training session, the same question comes up: Should we be using AI to capture our board meeting minutes? It’s clearly a hot topic, and for good reason. AI promises efficiency, but as with any emerging technology, it needs to be approached with care.
The conversation around using AI in the boardroom is evolving rapidly, with plenty of tools out there to make the life of the company secretary easier. But boards shouldn’t be approaching this with an attitude of blind adoption; instead, they need to critically assess the necessity, risks, and governance implications before proceeding. The Governance Institute of Australia has explored this in its Artificial Intelligence (AI) and Board Minutes - Issues Paper, highlighting key risks that boards must consider when integrating AI into governance processes, and a number of legal firms are starting to publish opinion pieces on the topic.
Assess Necessity and Scope
Before adopting an AI note-taking tool, boards should critically assess whether the tool is necessary and appropriate for their context. In some cases, traditional note-taking methods may be more suitable for preserving confidentiality and privilege. If your board meetings are anything like the ones I’m involved with, the conversation flows quickly, topics evolve as different perspectives are shared, and capturing key decisions and discussion points requires careful judgment. AI tools may help streamline documentation, but they are not a ‘one-size-fits-all’ solution.
Data Security and Confidentiality
Board meetings frequently involve highly sensitive discussions on financial strategy, risk management, legal matters, and personnel issues. Any AI tool used for minute-taking must meet the highest standards of data security and confidentiality. Key questions include:
- Where is the data stored? Is it onshore, offshore, or controlled by a third party?
- Who has access? Are robust access controls and encryption protocols in place?
- How is data retained or deleted? Does the AI platform comply with governance and compliance requirements?
And how freely are directors likely to discuss more controversial topics, knowing that an AI tool is capturing every word? As Robins Kaplan (a US Law firm) comment in their article on this topic, ‘Recording or transcribing these discussions with AI tools risks eroding the sanctity of the executive session and may deter directors from speaking openly.’ Boards need to be mindful of how AI may impact the way discussions unfold in the boardroom.
Legal and Ethical Considerations
The legal framework around AI-generated records is still developing, and boards must take a cautious approach. If an AI-generated transcript contains inaccuracies, who is responsible? Could it be used in legal proceedings in a way that challenges the official record?
This is particularly relevant when considering the issue of discoverability in litigation. The Governance Institute of Australia warns that AI-generated transcripts, notes, and summaries are also likely to be discoverable documents in litigation. This raises concerns about legal privilege - if AI-generated transcripts exist separately from official minutes, they could be subject to disclosure, potentially exposing sensitive discussions to external scrutiny. Robins Kaplan further cautions: “Introducing an AI note-taking tool into these discussions can inadvertently waive privilege if the tool is not adequately secured or its use is not carefully controlled. The loss of privilege can expose sensitive information in future legal proceedings or be used to competitively disadvantage the company.”
Boards should engage legal counsel to ensure AI tools do not compromise privilege or violate regulatory requirements. Additionally, they should assess vendor contracts carefully to include provisions that protect the organisation’s interests.
Choosing the Right AI Tool
Not all AI tools are created equal. Boards should conduct thorough due diligence to select tools designed with robust security features, such as:
- End-to-end encryption to protect sensitive discussions.
- Data localisation options to ensure compliance with jurisdictional regulations.
- Local data storage capabilities to avoid unnecessary cloud-based processing.
Choosing a tool with these features ensures that AI adoption aligns with best security and governance practices.
Establish Clear Usage Policies
AI minute-taking must be carefully managed to protect confidentiality and governance integrity. Boards should develop and enforce clear policies, including:
- Prohibiting AI use during executive sessions or privileged discussions.
- Restricting access to AI-generated transcripts and summaries to authorised personnel only.
- Implementing review protocols where the corporate secretary revises AI-generated notes for accuracy before formally recording them.
- Ensuring deletion of AI-generated data that is not required for preservation.
These measures help mitigate risks associated with AI-recorded data while ensuring that meeting minutes remain a reliable, defensible record.
Accuracy and Context: The Role of Human Oversight
While AI transcription has improved, it is not infallible. AI tools may struggle with:
- Speaker identification – distinguishing voices when multiple people contribute to a discussion.
- Contextual understanding – capturing the intent behind statements, not just the words spoken.
- Complex terminology – accurately transcribing industry-specific or legal language.
AI can provide a useful first draft, but it should never be relied upon as the final version. Human oversight remains essential to ensure accuracy and maintain the integrity of board records.
Provide Training for Directors and Staff
Directors and board staff must understand the risks associated with AI tools and how to use them responsibly. Training should include guidance on:Identifying sensitive discussions where AI tools should not be used.
- Understanding data security risks and compliance requirements.
- Reviewing and refining AI-generated records to maintain governance integrity.
By ensuring directors are well-informed, boards can make AI adoption a more strategic and effective process.
Monitor and Review AI Implementation
The board should periodically review the use of AI tools to ensure they remain appropriate and secure. This includes:
- Regular audits of AI-generated records to verify accuracy and compliance.
- Monitoring vendor updates and terms of service to ensure continued data protection.
- Assessing regulatory changes that may impact the use of AI in governance.
- Evaluating advancements in AI technology to determine whether new tools offer improved security or functionality.
A proactive review process ensures that AI remains a beneficial tool rather than a governance liability.
The Bottom Line: Thoughtful AI Integration
AI has the potential to enhance efficiency in board governance, but it must be approached with care. Boards need to stay informed, assess the implications, and implement AI in a way that complements, rather than disrupts, governance processes.
The key is not just whether AI should be used for board minutes, but how it can be integrated responsibly. As AI adoption in governance grows, boards must take an active role in shaping policies and practices that ensure both efficiency and accountability. And for the record, none of the boards I sit on are currently using AI for minutes. We’re not 100% comfortable with the risk trade-off just yet.
While Directorly does not provide specific training on AI for minute-taking, we support boards and executive teams in navigating the broader challenges of AI governance, strategic leadership, and decision-making. Our tailored training programs equip directors with the skills and insights needed to govern effectively in a rapidly evolving digital landscape.
This blog is a product of thoughtful human input and strategic use of AI tools, helping us deliver impactful, insightful and high-quality content and images efficiently and effectively. Because leading innovation means leading by example.