AI Notetaking in the Boardroom: Promise, Pitfalls, and Practical Guidance

As artificial intelligence continues to reshape corporate operations, its growing role in Boardrooms has sparked both enthusiasm and caution.

The Appeal of AI Transcription Tools

Many small, medium, and large companies and organizations have already begun experimenting with AI-powered meeting tools, as they aim to capitalize on the AI boom and seek more operational efficiency.

Why is that?

AI-powered notetaking platforms use machine learning and natural language processing to automatically transcribe, summarize, and analyze spoken content during meetings. These tools are designed to reduce the administrative burden on participants and improve the accuracy and accessibility of meeting records. In other words, AI can save time and money, and provide a better product.

Specifically, AI notetaking platforms can:

• Identify speakers in real time and help attribute comments and decisions correctly, which is especially valuable in large or multi-party meetings.
• Provide sentiment analysis and provide insights into the tone and emotional context of discussions, offering a layer of interpretation that traditional minutes often lack.
• Prepare action item tracking and help ensure that follow-ups are clearly documented and assigned, reducing the risk of missed tasks or accountability gaps.
• Generate draft minutes immediately after meetings finish, which can accelerate post-meeting workflows, allowing boards and committees to finalize records more efficiently.
• Integrate with document management systems, further enhancing productivity by enabling seamless storage, retrieval, and sharing of meeting content.

Legal and Governance Risks

Despite their benefits, AI transcription tools are not without significant risks:

• Litigation Exposure. Despite their benefits, AI transcription tools are not without significant risks. One major concern is litigation exposure. Detailed, unfiltered transcripts may become discoverable in legal proceedings. For example, a Board transcript capturing sensitive deliberations could be subpoenaed in a shareholder dispute, exposing directors to scrutiny beyond the official minutes.
• Confidentiality and Privilege. Confidentiality and privilege also pose challenges. Board discussions often involve privileged legal advice or confidential strategy. If AI tools record or distribute such content—especially via third-party platforms—organizations may inadvertently waive privilege or breach confidentiality.
• Privacy Compliance. Privacy compliance is another critical issue. Canadian privacy laws, such as the Personal Information Protection and Electronic Documents Act (PIPEDA), require informed consent for data collection and processing. Boards must ensure participants understand how AI tools operate, where data is stored, and who has access. Additionally, cross-border data transfers and record retention policies must comply with applicable regulations.
• Bias and Cultural Impact. Bias and cultural impact are also important to consider. AI may amplify dominant voices or misinterpret tone and nuance. For example, an AI tool might over-index on frequent speakers while missing minority viewpoints, or misclassify sarcasm as aggression, thereby skewing the record and undermining inclusive dialogue.
• Liability Complexities. Liability complexities arise when considering what happens if the tool misidentifies speakers, loses data, or introduces errors that result in legal or regulatory penalties. These scenarios highlight the need for clear accountability frameworks.
• Multiple Jurisdiction. Boards with international participants or data stored overseas must also navigate multi-jurisdictional risks. Differences in privacy laws, consent requirements, and data access regulations across jurisdictions can complicate compliance, especially when using cloud-based AI platforms.

Best Practices for Responsible Adoption

To harness the benefits of AI while mitigating its risks, Boards should consider the following strategies:

1. Treat AI as a Governance Issue. Boards should treat AI deployment as a governance issue. This means including AI oversight in Board agendas, assigning responsibility to a governance or technology committee, and reviewing usage and compliance on a regular basis.
2. Establish Clear Internal Policies. Establish clear internal policies that define tool selection criteria, create consent protocols, and outline data handling procedures. These policies should also include retention schedules and approval workflows for AI-generated outputs.
3. Vet Vendors and Contracts Carefully. Contracts with AI providers should include robust confidentiality clauses, data residency requirements, and indemnification provisions in case of breaches or misuse.
4. Maintain Human Oversight. AI-generated minutes should be reviewed and approved by designated individuals. Transcripts should be treated as unofficial notes and destroyed once formal minutes are finalized.
5. Document and Monitor AI Use. Maintain a register of AI tools in use, detailing their functions and associated risks. This register should be subject to periodic audits and reviews to ensure transparency and accountability.
6. Adopt Standards and Codes of Conduct. Adopt standards and codes of conduct can further support responsible use. Align with ISO/IEC 42001, which outlines AI management systems, and Canada’s Voluntary Code of Conduct for generative AI can help organizations uphold principles of safety, fairness, transparency, and accountability.
7. Internal Collaboration. Implementing AI notetaking solutions requires collaboration across departments or internal units in organizations. IT and data security teams should ensure secure integration and data protection. Legal counsel should review compliance and privilege implications. External auditors should assess governance and documentation practices. Public Boards may face stricter disclosure obligations then private Boards, while private Boards may prioritize confidentiality. Organizations operating internationally should also consider the challenges of cross-border and multi-jurisdictional compliance.

Final Thoughts

Looking ahead, AI is poised to become a fixture in corporate governance, but its adoption must be deliberate and informed. Boards that embrace AI with a clear-eyed view of its risks, and a commitment to responsible oversight, will be better positioned to lead in an increasingly digital world.

AI and its integration is a rapidly evolving area. Boards should begin by reviewing current meeting practices and exploring pilot programs to assess AI tools in a controlled, compliant manner, and conduct regular guidance sessions and briefings to stay informed about AI risks, compliance requirements, and best practices.

Disclaimer.

The content provided in this blog post is for informational purposes only and does not constitute legal advice. AI was used in the preparation of this article. Readers are advised to consult with a qualified lawyer for advice regarding specific legal issues or concerns. The information herein is not intended to create, and receipt of it does not constitute, a solicitor-client relationship.

#AI #ArtificialIntelligence #CorporateGovernance #Governance #CorporateLaw #Innovation

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