What it is
Insights: The Corporate & Securities Law Advisor is a Wolters Kluwer journal, now in its 40th year, read by the securities lawyers and corporate secretaries who write what boards sign. Its editorial board comes from Cooley, Skadden, Sullivan & Cromwell, Davis Polk, Wilson Sonsini and Gibson Dunn. These are the people who turn governance expectations into documents.
The article, Power Steering, Not a Brake: A Plain Guide to Governing AI in the Boardroom, appears in the Boards and AI section, Volume 40, Number 9, page 16. It is written by Robert Maciejko alone, accessible for all business leaders, not only lawyers, and it draws together his three board AI governance working papers.
Four things it argues
- Governance is power steering, not a brake. A company that refuses to move is not safe, it is just slow, and a slow company can get passed.
- The 83-to-3 gap does not close by hiring one AI director. Competence in a technology moving this fast is a wasting asset. It has to be spread across the board and refreshed on a schedule.
- The SEC is not writing the board playbook, and is not going to. Investors, courts and plaintiffs’ lawyers are writing it instead, and disclosure liability exists whether or not a rule ever names the duty.
- A board meets about 48 hours a year. The company now changes weekly. Reviewing a decision after execution is not governance, it is an audit.
The tell: vibe governance
The tell, in Nora Denzel’s phrase, is vibe governance: we have a policy, we follow a framework, we bought a tool. Reassuring, and empty, because no one owns the outcome. The move every board now faces is from vibe governance to provable oversight.
Credits
With thanks to editor Broc Romanek for the feature. The article is Robert’s own. It draws on three working papers, one of which, the Power Steering, Not a Brake working paper on SSRN, was co-authored with Henk S. de Jong, Sampsa Samila and Christoph Wollersheim. Thanks also to the directors and executives who contributed quotes across the three papers: Nora M. Denzel, Dorlisa Flur, Larry Quinlan, Krishnan Srinivasan, Douglas Chia and Kai Haakon E. Liekefett. The arguments are sharper because they were willing to be quoted on the record.
The three working papers
The article draws together three board AI governance working papers, all on SSRN: Power Steering, Not a Brake, co-authored with IESE Business School and Egon Zehnder and among the most-downloaded board AI governance papers ever published; The 48-Hour Board; and The Augmented Board.