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Navigating the Future: The Domination of Artificial Intelligence (AI) on Corporate Boardrooms and Decision-Making Processes


In the frantic world of business, the only constant thing is the innovation and change. A lot has changed all throughout the centuries, but none has been as fascinating as the rise of Artificial Intelligence (AI). A pivotal question “Can Machines Think?” was raised by a renowned science pioneer, Alan Turing, after which computer science has advanced significantly in terms of data collection and analysis, pattern recognition, outcome prediction, and complicated problem solving. The advent of AI is a result of these developments. Though at first thought of as a science fiction concept, AI has firmly established itself as a real scientific concept in the twenty-first century.

The term AI primarily defines the creation of computers and other devices that are able to carry out activities, analyse information, and make decisions on their own without assistance from humans. AI will undoubtedly play a bigger part in business decision-making as it develops and influences decision-making more broadly. The possible effects of this development on corporation law and governance are examined in detail in this article. It specifically looks at how AI might affect key facets of corporate leadership and management.

Operational Role of Corporate Board

A company functions through directors and is an artificial person. The Board of Directors is the collective name for the directors. The Board of Directors (“BOD”) is charged for supervising the company’s operations. The company’s BOD is regarded as its core, and members are chosen in accordance with the guidelines outlined in the Companies Act, 2013 (the “Companies Act”) and the company’s AOA.

Each director on the Board of Directors holds the position of trustee, meaning that they are responsible for managing the company’s affairs, acting in the company’s best interests, and protecting the interests of all stakeholders. Ensuring the company’s profitability while satisfying the relevant interests of the shareholders is the BOD’s primary responsibility. They play a variety of roles, including risk management, financial supervision, legal compliance, and strategy planning. It makes sense that all of these responsibilities may benefit from appropriate AI augmentation.

Pivotal functions played by the Directors on Board:

  1. Strategic decision-making – The company’s directors are in charge of establishing the strategic direction and making important choices that support the organization’s objectives.
  2. Fiduciary Duties – Their fiduciary duties including representing and upholding the interests of investors or shareholders and making sure the company’s assets are protected.
  3. In conformity to Company Law – Directors are responsible for making sure the business complies with all applicable laws and rules, such as those pertaining to corporate governance and taxation.
  4. Governance and financial oversight – Directors monitor the organization’s corporate governance procedures to guarantee accountability and fairness. They authorize budgets, supervise financial reporting, and keep an eye on the business’s financial performance.
  5. Risk mitigation – Directors evaluate and control operational risks to the company and take well-informed choices to reduce them.

Functions of Director in a Company

The decision-making role of directors is crucial in the constantly changing corporate environment. A director’s role in a company’s management and governance is distinct. The Directors can be divided into two groups according to their roles:

A. Executive Directors – The everyday operations of a company are mostly driven by its executive directors. These are internal specialists that actively oversee the operations of the company. They work to achieve the objectives of the organization, put strategies into action, and make operational choices.

B. Non-Executive Director – Non-executive directors are outside experts who serve on a company’s board but are not involved in day-to-day management. They have an impact on board choices and encouraging ethical corporate governance

Domination of AI on Corporate Boardrooms & Decision-Making

The effect of AI in Boardrooms on Decision-Making

The decision-making function of corporate boards is crucial in the constantly changing field of corporate governance. Directors face evolving difficulties and expectations as firms change. AI is revolutionizing the corporate sector and changing the way corporate boards make decisions. AI solutions are becoming increasingly common, and they hold the potential to simplify human directors’ work by handling repetitive administrative duties. This change will free directors to concentrate on jobs that call for human judgment and experience.

Three main actors are involved in corporate decision-making: directors, shareholders, and stakeholders. Stakeholders and shareholders frequently assign the BOD day-to-day management and make binary judgments. In larger companies, the board’s role has changed throughout time to include strategic decision-making, oversight, and monitoring, as the management team usually handles day-to-day managerial duties.

In conformity with the Duties of Director

Let’s first examine how AI affects board choices by examining how it helps directors fulfil their responsibilities. A number of duties specified in the Companies Act bind directors. Acting in accordance with the company’s AOA is one of your basic obligations. In addition, the Directors are required to “act in good faith” in order to further the goals of the firm and the interests of its stakeholders. They are also forbidden from making choices that are in opposition to the interests of the business or that are motivated by excessive personal gain.

The director of a company is required to act in the best interests of the firm and all stakeholders under Section 166(2) of the Act. Thus, in accordance with Section 166(4) of the Act, directors are prohibited from making decisions or engaging in matters in which they have a direct or indirect interest that conflicts with or may conflict with the company’s interest. Additionally, Section 166(5) prohibits directors from attempting to obtain or obtaining any undue gain or advantage for themselves or their relatives.

These responsibilities can be translated into algorithmic data sets for an AI director. Unlike humans, AI directors will thoroughly evaluate this data and make sure that the AOA is strictly followed. This would reduce the possibility of unintentional deviations that people could miss. Directors of AI can work with codes and algorithms that comply with legal requirements as well as the objectives of the organization.

Contribution of AI in intricate decision-making processes

The crux of the issue is the strategic decisions that directors make, which are by their very nature complicated. The purpose of a BOD is to steer and discuss important issues affecting the company’s future. Sometimes the BOD’s role needs to be more specific, involving things like:

  • Significant issues that impact the financial health of the business.
  • The company’s long-term goals in regard to personnel, money, quality, and growth.
  • Respond to the grievances of the shareholders.
  • Choosing and appointing directors.

Because AI can process large volumes of data, its prospective impact is to be felt in the boardroom. AI can help directors make better decisions in both complicated and straightforward contexts.

AI is currently capable of supporting directors in their roles by handling large and complicated amounts of data, which enhances the decision-making process. AI reduces uncertainty so that corporate boards can act quickly and intelligently. Examples from the real world, such as VITAL’s contribution to Deep Knowledge’s recuperation, demonstrate how useful AI is in practical applications. Additionally, VITAL helped the venture capital firm with decision-making regarding investments.

AI Categories in decision-making

AI will mostly be used for judgment and administrative tasks in boardroom settings. While judgment work requires analytical, and strategic talents, administrative work entails standard chores like scheduling and resource distribution. A large portion of a director’s duties are classified as judgment work, where AI can supplement human experience by processing data quickly to improve decision-making.

Let’s look at a few instances where AI can influence the board’s decision-making process in each of the three areas to better grasp this.

Situation I – A publicly listed corporation has experienced a surge in shareholder complaints over matters including dividend policies, executive compensation, and corporate governance. In order to protect corporate accountability and preserve shareholder confidence, the board of directors is responsible for resolving these complaints.

  • Assisted AI – can collect and handle a sizable quantity of information on complaints made by shareholders, including as emails, mentions on social media, and filings made with the government. Grievances can be ranked and classified according to the degree of their severity and possible influence on the company’s earnings and standing.
  • Augmented AI – The board can receive thorough reports from augmented AI that summarize the main complaints and their underlying causes. It can provide information on industry best practices and allow the company to compare its pay and governance procedures to those of its competitors. It can make recommendations for possible tactics and resolutions to particular complaints in order to allay worries expressed by shareholders.
  • Autonomous AI – Regular disclosures and reports to shareholders can be automatically created by autonomous AI. It guarantees the accurate presentation and submission of all necessary data in accordance with legal and regulatory requirements.

Situation II– A rapidly expanding technology startup has reached a point in its development when it needs to add members to its board to offer direction, oversight, and industry knowledge.

  • Assisted AI – can find possible directors by searching startup databases, professional networks, and publicly accessible data. It is able to create a list of applicants with startup experience, industry understanding, and appropriate experience.
  • Augmented AI – Potential directors’ professional histories, entrepreneurial experiences, and startup investments can all be found in-depth profiles that augmented AI can offer. It is able to evaluate each applicant’s suitability for the startup’s growth stage, strategic focus, and particular difficulties.
  • Autonomous AI – By automating processes like contacting potential candidates, setting up interviews, and checking references, autonomous AI can expedite the appointment process. It is capable of overseeing board meeting logistics and making sure that all paperwork and compliance standards are completed. Thus, there are a number of benefits to introducing AI into the boardroom.

AI’s Legal qualifications

Even though companies are artificial beings with no physical existence, they are nonetheless recognized by the law as legal persons. They are bodies and minds apart, and they depend on human agency to survive. They exist as different legal entities from their stockholders, management, and staff. As a result, they can only function well with human decision-making support, which is why the responsibility for running a business is given to BODs that are chosen by the shareholders. This delegation is predicated on the premise that good management requires human judgment and decision-making.

Recognition on accordance with the Companies Act, 2013

A director is “any person appointed to the Board of a company,” according to S. 2(34) of the Companies Act. AI cannot be appointed as a director because this definition clearly specifies that only natural beings may be appointed as directors. In addition, a Director Identification Number (DIN) from the government is required in order to hold the position of director. Due to its lack of a legal identity, AI is unable to meet this condition. It is worth noting, however, that the majority of statutes define “person” to include “artificial juridical person.” There is currently no legal consensus on whether or not AI would fall within this portion of the definition of “person.” Additionally, some disqualifications, such bankruptcies, criminal convictions, and unsound mind, prohibit people from being director.

Liabilities and duties of a Director

It is difficult to hold AI or other artificial entities liable in the framework of Section 149 of the Companies Act. Since the law is intended to hold people accountable, it is challenging to assign blame for activities taken by AI. Directors owe the corporation and its shareholders fiduciary responsibility. Section 166 of the Companies Act codifies a director’s responsibilities, and violators may incur penalties. AI is not able to carry out these fiduciary responsibilities on its own.

Natural people are among the officers who are liable for violations under the Companies Act. Directors may still be accountable for the decisions or acts of AI even if the AI supports decision-making and the directors act on the AI’s advice. A director may be prosecuted both civilly and criminally for a variety of actions, including failing to fulfill their fiduciary obligations, making false statements, and committing fraud. In this sense, AI cannot be held accountable.


AI can potentially aid decision-making, but current legal frameworks and corporate governance require human directors to fulfill their roles. Expanding AI’s role must consider legal and ethical implications, with increased directorial oversight. If integrated into the boardroom, AI should align with company values, with directors monitoring its functioning and ensuring confidentiality. With careful precautions and oversight, AI can enhance decision-making in businesses, maintaining alignment with legal and ethical standards.

For example, certain safeguards and concerns must be taken if AI is to be used in boardroom settings in the future. To guarantee that AI performs in the firm’s best interests and in good faith, internal codes that are compliant with the articles of association of the company should be encoded into AI. Directors will also need to closely supervise AI, keeping an eye on its source code, how it operates, and the reports it produces. By doing this, the company’s objectives and legal requirements will be met by AI’s actions.

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May 2024