A10 · Advisory
Board AI Oversight Briefing
A half-day, closed-door session for a full board or audit committee: what AI is doing in companies like yours, what the law now expects of you, and the five questions to ask management.
Most boards cannot list their company's AI systems
That is not a criticism of directors. It is a reporting failure — and under a duty-of-oversight analysis, a reporting failure is the board's problem, not management's.
Directors are now expected to oversee AI risk, usage and impact even where the systems are delegated entirely to management. Caremark logic reaches AI the same way it reached compliance and cybersecurity. Disclosure expectations are crystallising, state rules are arriving on different timetables, and the EU AI Act reaches companies that never intended to operate in Europe.
This briefing commits the board to nothing beyond a morning. It is deliberately not a sales meeting: no vendor names, no product, no technical depth. Directors leave with five questions they can put to management at the next meeting and a clear view of what belongs in the minutes.
What you get
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What AI is doing in companies like yours — 40 minutes
Real examples and real failures, drawn from incidents that reached the press or the courts. No vendor names.
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What the law now expects of you — 40 minutes
Duty of oversight applied to AI, Caremark logic, disclosure expectations, and the state and EU rules that reach the board directly. Refreshed each quarter.
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The five questions — 40 minutes
One per Scorecard pillar. Directors practise asking them of a hypothetical management team, which is where the session earns its keep.
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Your company — 60 minutes
A one-page snapshot of your own exposure, built beforehand from a short intake with the GC. Included in the fee; requires pre-work.
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What to do Monday — 30 minutes
Committee charter, reporting cadence, and what to record in the minutes.
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Summary memo for the minutes
Delivered within a week, written so the corporate secretary can use it directly.
Scope
Fixed on both sides. Anything outside it is a separate engagement, quoted separately.
Included
- 3.5-hour session, in person or by video
- Pre-briefing intake call with the GC
- Your-company exposure snapshot (module 4)
- Pre-read pack for directors
- Summary memo for the minutes
- Slides refreshed to current law
Not included
- A written assessment or scored report
- Remediation or policy drafting
- Individual director coaching
- Recording of the live session
- Travel outside the NJ/NY corridor (billed at cost)
- Legal advice
How it runs
| T–3 weeks | Intake call with the GC. Module 4 exposure snapshot built. |
|---|---|
| T–1 week | Pre-read circulated to directors: two Perspectives pieces and the five questions. |
| The day | 3.5-hour session with the full board or audit committee. |
| T+1 week | Summary memo for the minutes. Assessment proposal only if invited. |
Common questions
Is this a sales pitch for a bigger engagement?
No. There is no proposal in the room and no follow-up unless the board asks for one. Boards that want to go further usually say so themselves; the ones that don't get a useful morning either way.
Can directors who miss the session catch up?
Yes. A recorded 90-minute version covers modules 1–3 and 5, licensed to the board for $5,000. It is deliberately generic — it does not include your company's exposure snapshot or the room.
How technical is it?
Not at all. No architecture, no model mechanics, no vendor comparison. If a slide needs more than twelve words it has been cut. The content is oversight duty and the questions that discharge it.
Can we combine it with a tabletop exercise?
Yes — the 90-minute AI Incident Tabletop bundles with this briefing at $22,500 for both. Most boards that do run them on the same day, briefing in the morning and tabletop after lunch.
Who should be in the room?
The full board or the audit committee, plus the GC. Management attendance is your call; some boards prefer the first three modules without executives present and invite them in for module 4.
This is a director education session. It does not constitute legal advice, does not create an attorney–client relationship, and is not a substitute for advice from your own counsel on the board's specific duties. Legal content reflects law as at the session date.
Book a board briefing
Most sessions are booked six to eight weeks out, and proxy season fills first.