Artificial intelligence (AI) is an increasingly important part of business strategy for many companies. As AI has become increasingly important in the corporate world, some commentators suggest that corporate boards not only need AI fluency but in fact need a specialized AI expert.  These suggestions about board expertise may present challenges for many boards, as boards seek to balance a host of competing objectives and interests. An April 15, 2026, memo from the Debevoise & Plimpton law firm (here) takes a pragmantic approach, proposing that the appropriate AI governance framework “will differ for each company and should align with the company’s strategic needs and relationship to technology.”

The law firm memo opens by noting that many corporate boards are “considering whether they have the expertise necessary to maintain effective oversight of AI-related opportunities and risks.” The memo suggests that there are three considerations for boards evaluating the need for AI expertise in the boardroom.

The first consideration the memo identifies is that “adding a dedicated AI expert may present challenges.” For starters, the “pool of individuals with both deep AI expertise and the qualifications to serve effectively as a public company director is limited.” In addition, the percentage of companies for which AI is “so fundamental to their business that it requires an AI expert on the board is very small.” Moreover, appointing a director with AI expertise could raise questions about the adequacy of board expertise for other areas of enterprise risk (such as, for example, cybersecurity, political risk, or environmental risk.)

In addition, the memo points out, having an AI expert could “inadvertently undermine effective board dynamics,” for example, by causing other directors to defer to the expert, a deference that could “undermine the collective decision-making that is at the heart of bard function.” The expert’s presence could has “reduce other directors’ incentives to learn about AI.”

Finally, any individual with sufficient AI expertise is likely to have extensive technology industry experience, and therefore may have conflicts of interest, such as AI investments or relations with vendors, that could require “careful management.”

The second consideration that the memo notes for companies considering their need for board AI expertise is the fact that boards may rely on management and experts with respect to certain matters. Delaware General Corporate Law Section 141(e) provides that a directors shall be “fully protected” in relying in good faith on information, opinions, or reports from corporate officers, employees, and experts who have been selected with reasonable care. Company boards therefore often rely on experts when exercising corporate oversight. Accordingly, directors appropriately may rely on management or experts to assist the board to assess AI-related risks and opportunities.

The third consideration that the memo notes is that “management and outside advisors can supplement board expertise,” by providing appropriate education and regular reporting on the company’s use of AI and the associated risks. Legal consulting and technical advisors can also provide board-level education to assist boards in understanding emerging legal and regulatory developments and to assist board in identifying opportunities and risks associated with the use of AI.

At a minimum, the memo suggests, boards should possess “a baseline AI literacy.” As AI becomes increasingly important, investors “increasingly expect disclosure of relevant board skills and expect companies to establish appropriate oversight processes to manage evolving AI-related risks and opportunities.”  The memo concludes by noting that “clear disclosure of the board’s oversight framework, use of internal and external expertise, and approach to AI governance can help shareholders better understand the company’s risk management processes and strategic positioning.”

Discussion

Like many of you, over recent months, I have read and seen a lot about AI and corporate governance. I am skeptical of commentators who suggest that all corporate boards must bring on directors with specialized AI expertise. My instincts are consistent with the message in this law firm memo, which is that a dedicated AI expert is not going to be the correct solution for every company. For starters, as the memo correctly points out, there is not a huge universe of individuals who have sufficient AI knowledge to qualify as an AI expert who also are otherwise qualified to serve as a corporate board.

There is another reason I am skeptical of the position that every corporate board needs an AI expert. That is, pretty much every corporate board has a wide variety of concerns and issues it must be prepared to monitor, assess, and address. My specific objection is that over the years, observers and commentators have tried to suggest that corporate boards should include individuals with specific expertise in a wide range of concerns and topics.

Among other things, at various times, commentators have tried to suggest that corporate boards should have not only individuasl in expertise in financial reporting and accounting, but also with respect to cybersecurity; risk management and enterprise risk; Environmental, Social, and Governance (ESG) issues; human capital management; and geopolitical or supply chain risk. While having access to expertise in these areas may well be indispensable for corporate boards, that does not necessarily mean that the only approach to address this need is to appoint a director with the requisite specialized expertise.

My deeper concern with this push toward enlisting directors solely because of their specialized expertise in a single area is that it necessarily reduces the number of individuals in the board room who can muster the kind of industry-specific or operational knowledge and expertise that can be indispensable for the success of any enterprise. To be effective, a board room should include individuals who know what it takes for an enterprise (and more importantly, the enterprise) to succeed.

To be sure, that does not mean boards are at liberty to disregard the risks and opportunities related to areas of specific concerns, such as, for example, with respect to AI. It does mean that the well-advised board will want to be sure that they marshal the right kind of expertise in order to ensure that the board is sufficiently well informed to fulfill its duties. Moreover, boards should not only have these processes in place, but they should fully document their execution of these processes, in order to be able to substantiate that the boards have taken steps to ensure that they can show that they appropriately took steps to fulfill their oversith responsibilities.

There is no doubt that in the weeks, months, and years, boards will face heightened scrutiny with respect to issues surrounding AI.  While this observation may be universally true of most enterprises, that does not mean there is a single governance approach or structure that will be the best solution for every company. Each board should asses the company’s specific circumstances in order to asses whether having a board member with AI expertise is the bests solution for the enterprise. As the law firm memo suggests, boards will want to take a pragmatic approach to these questions.