Should Boards Use AI to Take Minutes?

A new guidance statement from the AICD and the Governance Institute, updating their 2019 legal opinion, outlines key considerations for boards. These include ensuring that minutes accurately reflect the rationale behind decisions and are concise, legally sound records of discussion – not verbatim transcripts. AI tools, which may misinterpret accents or overlapping dialogue, can hallucinate facts and struggle to capture complex or nuanced discussions.

The guidance stresses that AI tools should be used cautiously, especially in highly regulated sectors or listed companies where minutes may be scrutinised by regulators or courts. Appropriate policies and governance safeguards must be in place, including limiting AI use during sensitive or in-camera discussions, clearly assigning accountability for reviewing and verifying draft minutes and training directors on AI risks and privacy concerns.

Experts suggest that while AI can be helpful – particularly for smaller organisations and not-for-profits with limited resources – it should only ever assist, not replace, the professional judgement of governance professionals. Tools such as board portals or meeting platforms (e.g. Zoom, Microsoft Teams) can aid in summarising or capturing discussions but summaries must be critically reviewed to avoid errors and omissions.

Ultimately, the fundamentals of minute-taking remain unchanged. Minutes should clearly explain what decisions were made and why, providing value to absent directors and legal clarity. AI may help in drafting but governance professionals must safeguard the integrity of board records through careful oversight, policy and education.