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AI Governance: A Boardroom Imperative

Matt Cockbill, Partner in the CIO & Technology Officers Practice at Odgers, explains why AI fluency and frameworks are a priority for boardrooms

The boardroom conversation around artificial intelligence is maturing at pace. Once dominated by hype and curiosity, it is now centred on oversight, ethics, and strategic value. As generative AI tools move from novelty to necessity, AI governance is fast becoming a board-level imperative.

Boards can no longer afford to treat AI as a technical issue delegated solely to the CIO, CTO, or Chief Data Officer. With AI influencing everything from customer experiences to risk models and workforce dynamics, governance must be treated with the same rigour as cybersecurity, data privacy, or financial stewardship. And just as boards evolved to oversee digital transformation, they must now develop the fluency and frameworks to govern AI.

Why AI Governance Belongs in the Boardroom

At its core, AI governance is about ensuring responsible development, deployment, and oversight of AI systems. It encompasses everything from aligning AI use with corporate values to mitigating algorithmic bias and maintaining regulatory compliance. With regulations tightening globally and the commercial impact of AI growing sharper, board-level engagement is not optional, it is essential.

We’re seeing boards take a more structured, outcomes-driven approach to AI. They’re moving beyond the “pilot project” phase to interrogate how AI aligns with long-term strategy, what safeguards are in place, and who is accountable for its use. In this new landscape, board responsibility includes setting principles for ethical AI, reviewing risk frameworks, and monitoring progress on AI-related KPIs.

Frameworks, Strategy, and Stewardship

Effective AI governance starts with asking the right questions. Is there a clear value case for AI investment? How are decisions made about AI use cases, and are those decisions aligned with customer outcomes? Are there mechanisms in place to address unintended consequences – whether reputational, ethical, or legal?

From a talent perspective, boards must also evaluate whether leadership teams have the right capabilities to steward AI initiatives. In some cases, that means appointing a Chief AI Officer (CAIO). In others, AI responsibility is best embedded within the CIO or CDO function. The choice depends on the organisation’s maturity, ambition, and operating model. But what matters most is not structure, it’s strategic clarity and executional accountability.

As AI matures, so too must the governance structures around it. Boards should expect cross-functional collaboration between technology, compliance, HR, and business leaders. They must ensure that AI systems are explainable, auditable, and compliant – not just performant.

The Ethical Mandate

With great capability comes greater ethical responsibility. AI systems are shaping decisions that affect lives. For example, who gets a loan, how people are hired, and what content is promoted. The board’s role is to ensure that these decisions are fair, transparent, and defensible. Ethical leadership in AI is no longer a niche concern; it is a prerequisite for public trust and regulatory readiness.

CIOs and other tech leaders play a critical role in operationalising this mandate. But boards must provide the direction, oversight, and where necessary, the challenge function. If the board can’t understand how the model automated a process, or how the agent completes the task, they probably shouldn’t be using it.

Building the Right Leadership Bench

AI governance also requires a new breed of leadership. Technical fluency is necessary but insufficient on its own. Companies need executives who can bridge AI ambition with operational reality – individuals who can translate complex models into clear business value, while navigating ethical and regulatory constraints.

This is creating a shift in executive hiring. Whether organisations opt for a standalone CAIO, add to the reach of a CDO or embed AI within the CIO function, the emphasis is on real-world measurable value delivered, not theoretical potential. Boards are looking for leadership talent with a track record of turning AI initiatives into measurable performance gains – be it cost savings, new revenue streams, or improved customer experiences.

From Oversight to Advantage

Ultimately, AI governance isn’t just about risk mitigation – it’s about value creation. When done well, it enables faster innovation, better decision-making, and deeper customer insight. But this is only possible when governance is proactive, not reactive; when the board sees AI as a strategic enabler, not a side project.

The best boards are leaning in. They’re asking informed questions, challenging assumptions, and ensuring their organisations are equipped to govern AI responsibly and strategically. In doing so, they’re not only safeguarding the business, they’re positioning it to lead.

As AI becomes embedded in the fabric of enterprise, AI governance must become embedded in the fabric of the boardroom.

Author

  • Matt Cockbill

    Matt Cockbill is a Partner in the CIO & Technology Officers Practice at global executive search firm Odgers. He specialises in appointing CIOs, CTOs, CDOs, CISOs, CAIOs, and senior technology transformation leaders across the manufacturing, aerospace & defence, and industrial sectors.

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