By Mark Rogers, Managing Director and Head of Board Practice, Robert Half
It’s the conversation no board of directors wants to have. Yet, in many boardrooms today, it’s a conversation that needs to take place for the benefit of the corporation and its stakeholders. The scenario is unfortunately very common: a long-serving, respected board member who contributed enormously over many years is no longer keeping pace with the risks and opportunities confronting the company.
This challenge is not entirely new. Boards have long had to evolve as companies confronted digital transformation, cybersecurity, globalization and other strategic shifts. But artificial intelligence (AI) is different. Unlike previous governance challenges, AI is not confined to a single function or business issue. It influences strategy, capital allocation, workforce planning, cybersecurity, data governance, regulatory compliance, ethics and competitive positioning. Its implications extend across virtually every aspect of the enterprise.
The issue is bigger than any one director. Boards routinely assess whether the CEO and executive team possess the capabilities needed to lead the company into the future. Yet many boards are reluctant to ask the same question of themselves. The question is no longer whether AI will transform business. The question is whether every director around the board table is prepared to govern that transformation.
Boards can no longer afford to confuse past contributions with future readiness.
Strong board leadership requires with thoughtful director preparation, including setting new board members up for success.
Why boards must hold themselves to the same standard as management
AI is not another passing trend
Every few years, a new business challenge emerges that quickly becomes the board’s latest priority—and the catalyst for recruiting directors with a corresponding area of expertise. Many of those priorities eventually fade into the background, as was the case with supply chain expertise following the COVID-19 pandemic. AI isn’t going to fade. Unlike most emerging technologies, AI has implications for virtually every aspect of corporate oversight. Few industries will be untouched. Fewer still will be able to ignore it.
Boards do not need every director to become an AI expert. They do, however, need directors who are willing to understand management’s AI strategy, ask informed questions, recognize emerging risks and challenge assumptions. A director who refuses to engage in these discussions creates more than a knowledge gap. It creates a governance vulnerability.
In a recent Global Board Governance Survey from consulting firm Protiviti, it was found that only 26% of boards discuss AI at every meeting. Yet among organizations generating significant results from their AI initiatives, nearly two-thirds make AI a standing board agenda item. The message is clear: Effective AI oversight is not merely a management issue. It is increasingly a board competency issue. And if informed engagement with AI is becoming a prerequisite for effective governance, boards must be willing to confront a difficult question: What happens when a director is unwilling to make that journey?
Board service is not a lifetime appointment
Approximately two-thirds of S&P 500 companies maintain mandatory retirement ages. While such policies are imperfect, they exist for a reason: they acknowledge that board service is not intended to be indefinite and that even highly effective boards require thoughtful renewal over time.
Board service is an extraordinary privilege, but it is not a lifetime appointment. Every director is ultimately serving a corporation whose future needs will evolve over time. The skills, experiences and perspectives that were essential 10 years ago may not be sufficient for the next 10.
This is not a call to replace experienced directors with AI specialists. It is a call for every director—regardless of age or tenure—to remain intellectually curious, committed to continuous learning and prepared to oversee one of the most consequential business transformations of our time.
The irony is that boards often spend months defining the qualifications they seek in their next director, while giving far less attention to whether those same qualifications still exist around the boardroom table.
The best directors never stop being students. They attend educational programs, seek outside perspectives, ask thoughtful questions and embrace unfamiliar ideas. Curiosity—not chronology—is one of the defining characteristics of an effective director.
Why boards avoid these conversations
After many years of working with boards on director recruitment and succession, I’ve come to believe that board refreshment is rarely constrained by a lack of candidates. More often, it is constrained by a reluctance to have difficult conversations. Boards are built on trust, relationships and mutual respect. Directors often serve together for many years. They navigate crises together. They recruit CEOs together. They help shape the future of the organization together. No one wants to tell a respected colleague that it may be time to leave.
Loyalty plays a role. Gratitude plays a role. Collegiality plays a role. So does fear. Every director understands that one day the same conversation may be directed at them. As a result, boards frequently postpone these discussions until they are forced upon them by activist investors, proxy advisory firms or institutional investors.
By then, the conversation is often far more difficult than it needed to be.
Board evaluations must move beyond attendance and collegiality
Director evaluations should measure more than attendance, preparation and collegiality. In an era shaped by AI and rapid technological change, boards should also assess intellectual curiosity, adaptability, commitment to continuing education, understanding of emerging technologies, and the ability to challenge management on future-oriented risks.
The purpose of every board evaluation should be clear: to determine whether the board possesses the capabilities required to govern the company not only today but in the years ahead.
The hardest question in corporate governance
Knowing what to evaluate is the easy part. Acting on the answer is considerably more difficult.
As AI reshapes business, the board’s greatest governance challenge may not be overseeing the technology itself. It may be summoning the courage to ask a deeply human question: Has this director stopped preparing for the future?
If the answer is yes, the board’s fiduciary duty may require a conversation no one wants to have—but one that shareholders and stakeholders deserve. Avoiding that conversation does not eliminate the problem. It merely postpones it.
Boards can no longer afford to confuse past contributions with future readiness. The best boards understand that governance begins with governing themselves.
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