AI and board minutes – the risks, rewards and realities

In a joint statement, Governance Institute of Australia and the Australian Institute of Company Directors (AICD) highlight the potential role of artificial intelligence (AI) in the preparation of draft board minutes. The statement addresses the modernising of corporate governance practices, leveraging AI to enhance efficiency. 

Recognising the rapid adoption of technology in business operations, Governance Institute and AICD sought a refreshed legal opinion in 2025 to address contemporary issues in minute-taking, including the extent to which, and how AI can be used to prepare draft board minutes. This updated joint statement is informed by the views of barristers Dominique Hogan-Doran SC and Douglas Gration.  

The joint statement outlines risks associated with AI-generated transcripts. These include inaccuracies due to poor audio quality, misinterpretation of industry-specific terminology, and inability to recognise tone and intent. The presence of AI recording tools may inhibit free-flowing and frank discussions among board members. AI tools may introduce bias, failing to capture the nuances of board discussions and the rationale behind decisions accurately. Additionally, vulnerabilities in AI systems can lead to cybersecurity risks and data breaches. 

The statement also outlines some key safeguards for boards, management and governance professionals to consider if using AI to prepare draft board minutes and highlights the importance of human oversight and evaluative judgment in the minute-taking process. Key safeguards include establishing clear policies and processes for AI use, ensuring rigorous review and verification of AI-generated drafts by governance professionals, directors and chairs, limiting AI transcription for sensitive discussions, and regularly reviewing and testing AI tools for compliance with laws and regulations. 

Beyond AI, the joint statement explores key principles for effective board minute preparation. Minutes should record board decisions and the process by which they were made, not serve as a transcript of discussions. It is important to include key points of discussion and reasons for decisions, ensuring clarity without excessive detail. Maintaining a consistent approach to minute-taking ensures that minutes are accurate and reflect the board’s collective decisions. Adhering to legal requirements under section 251A of the Corporations Act 2001 ensures that minutes are prima facie evidence of the proceedings and resolutions passed by the directors in the meeting. 

As AI becomes embedded in various aspects of operations, governance professionals must consider how to leverage AI to increase efficiency while ensuring robust governance controls. The joint statement offers valuable guidance on navigating the complexities of AI adoption in draft board minute preparation and stresses the need for careful risk management and human oversight. 

For a more detailed understanding, refer to the full issues paper on the Governance Institute’s website. 

Governance Institute and AICD will host a member-complimentary webinar, Board Minutes in the Age of AI, on Wednesday 21 May from 12pm–1:30pm (AEST). The session will explore updated guidance on board minutes, including evolving legal expectations, best-practice approaches, and the opportunities and risks of using AI in minute preparation.  

Attendees will hear from leading governance experts such as Graham Bradley AM, Naomi Edwards, Dominic Millgate FGIA, Catherine Maxwell FGIA and Louise Petschler. The webinar is free for Governance Institute and AICD members (non-members $100).