New Guidance on AI and Board Meetings and Minutes: Use with Caution

Ever been in an on-line meeting with otter.ai and wondered what’s going on? 

The growing use of AI tools for recording meetings, minute taking and other helpful administrative tasks – including the ubiquitous, self-replicating otter.ai – has prompted the release by the Australian Institute of Company Directors (AICD) and the Governance Institute of Australia of an update to the Joint Statement on Board Minutes, its guidance on effective minute-taking.  

The updated statement (with the first update since 2019) reaffirms core principles – including the purpose of minutes, the role of board papers, and the importance of professional judgment – while offering practical guidance to help boards decide whether and how they might use AI for meetings.  AI is not banned but it does come with a ‘use with caution’ warning. 

What does the Joint Statement on Board Minutes cover?

The Statement is interesting reading for anyone involved in formal meetings and related minute preparation and approval.  It outlines:

• The purpose of minutes and the level of detail to be included
• Considerations for individual notetaking, board papers and legal professional privilege (including the sort of content to be included and the purpose of inclusions)
• Considerations for the use of AI to prepare draft minutes, including associated risks
• Key safeguards for boards, management and governance professionals to consider if using AI in this context.

It is the addition of the provisions regarding the use of AI that is of particular interest for anyone facing the dilemma of the efficiency of using AI tools versus the risks.

What does the Joint Statement on Board Minutes say about AI?

The importance of trust

In short, the Statement provides that, if a board elects to use AI as part of the preparation of draft minutes, it should consider all relevant risks and put in place appropriate AI governance controls.    

The Statement notes that Boards need to have confidence and trust in the minute-taking process. This includes confidence that  the minute-taker (which could be AI) can distil the key points canvassed at a meeting accurately and without bias. If a Board decides to use AI, then it is important that they trust not just the outputs but that appropriate safeguards have been implemented to protect the organisation’s confidential and potentially legally privileged information. 

There are companies and boards where the use of AI may never be appropriate (for example, where meetings involve extensive, complex, particularly sensitive or more nuanced board discussions).

AI Risk Assessment

The Statement recommends undertaking an AI Risk Assessment to weigh the benefits and risks of using AI. Factors that might be relevant to that assessment might include:

• the sensitivity and confidentiality of matters before the board or committee for discussion;
• the consent and comfort level of the board;
• the storage location and security of, and retention policy applied to, a recording or transcript of a meeting;
• the location of documents and flow of data at all points in the minutes production process, including data inputs and outputs where AI is used;
• the type of AI being used and whether the inputs will be used for training in the future;
• the risk of disclosure of confidential information to third party AI providers – including the potential for the loss of privilege for legal advice included in, or attached to, board papers; and
• the company’s regulatory obligations.

Key risks with using AI for meeting transcripts

Risks with using AI to record transcripts of a board meeting include:

• Material inaccuracies in the recorded transcript leading to inaccurate minutes. This can occur where audio/ microphone quality is poor and speakers cannot be identified particularly during dynamic board discussions where directors may interrupt or speak over one another.
• Inability to recognise tone, intent and non-verbal cues of speakers which often relies on professional human judgment.
• Potential impact on free-flowing and frank discussion around the board table.
• Any recording or transcript retained will be discoverable and admissible in court as evidence and has the potential to allow parts of the meeting reflected in the formal board minutes to be taken out of context.
• Legal advice or privileged information discussed may be compromised in a recording or transcript of the board meeting.
• Technical issues, for example internet connectivity failing to support real-time processing demands of AI tools.
• Vulnerabilities within third-party AI providers’ security systems that can heighten the risk of cyber-attacks and data breaches

Key risks with using AI for board minutes preparation 

Risks with using AI to generate minutes with meeting notes, recorded transcripts or board papers as inputs include:

• Material inaccuracies in the AI-generated output, including the scope for ‘hallucinations’ and fabricated information, namely, content that reads coherently but is false or incorrect
• Bias in representing the board’s collective discussion and/or individual director contributions resulting in crucial details or nuances in the rationale for decisions not being captured. This could occur, in particular, where:
  • a transcript of the meeting is used as an input to generate draft minutes, particularly where there may be a dominant voice in the meeting, or one speaker sits closer to a microphone than others; or
  • board papers are used as an input to generate draft minutes together with meeting notes or recorded transcripts. Generative AI may defer to the content of board papers, including management’s recommendations, as the central input as opposed to directors’ perspectives, and may not accurately reflect questions or constructive challenge of management assumptions that may take place during a meeting.
• Inability to capture the key points of discussion and the rationale for decisions succinctly in a neutral tone and plain English language.
• Inability to reflect specific organisational context or sensitive/confidential matters appropriately which often relies on professional human judgment.

What can you do to safeguard the integrity of minutes if using AI

AI Policies and processes

Establish clear policies and processes for the use of AI in draft minute and related document preparation, including:

• approved and trusted AI tools for use in the board minute context, and a clear policy as to what information is not acceptable to upload to an AI tool;
• accountabilities within the company (for example, company secretariat and CEO) for providing detailed reviews, verifications and corrections;
• chains of approval, including subsequent reviews by the chair/board;
• how legal advice or privileged information will be handled where AI is used to record or produce a transcript of meetings or generate draft minutes;
• what contingency plans are in place in the event of AI systems failure; and
• how recordings, transcripts, and draft minutes generated by AI will be stored in line with applicable document retention policies.

Consideration where producing meeting transcripts

Where AI is used to record and produce transcripts of board meeting discussions:

• understand what information AI can draw on as an input, including whether external sources are used;
• limit or disable the use of AI transcription for certain portions of the meeting – for example, ‘in camera’ discussions or where legal advice or privileged information is discussed;
• limit or disable any automatic distribution of meeting summaries or transcripts to board members immediately following the meeting; and
• a governance professional should always review and refine any output generated by an AI tool in the first instance.

Consideration for AI providers

Where third-party AI providers, including board management portals, retain board papers, transcripts of meetings, and draft minutes, understand where they are stored, what security/encryption measures are in place, who has access to them, and whether there is any ability for third parties to use the relevant data.

Training for relevant staff

Training on AI use, risks and oversight – including how participants’ information will be collected and stored, how directors can assist AI use for minute preparation through effective communication and chairing, and how governance professionals can instruct AI tools to focus on key board decisions and actions within the agenda.

Regular review and testing of AI tools

Regular review, audit and testing of the performance of AI tools and related processes, including for compliance with applicable laws and regulation.

Importance of Manual oversight

One of the most important safeguards for the use of AU is the role of human oversight and evaluative judgment which must continue to be included as part of the process.  

This means that AI should never be the sole tool relied on to prepare board minutes:

A critical review and refinement of draft minutes will always be required by a governance professional within the company secretariat, the CEO, the chair and, importantly, by the board itself, to ensure that the minutes reflect board decisions accurately.

Conclusion

Bottom line – while AI may improve efficiency, it should never replace the critical role of human oversight. Boards, governance professionals and management must have appropriate controls in place to ensure the integrity and accuracy value of board minutes if they decide to use AI as part of the process. And yes – you still need to read those minutes to make sure they are accurate and approve them.

References

Effective Board Minutes and the Use of AI

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