AI for Board Members in 2026: Your Pack, Your Notes, Your Duties

AI can help a director prepare: it can search a board pack, turn public filings into questions and show what changed since last quarter. It shouldn't replace your own reading, and several law firms say it shouldn't record the meeting. What you may do depends first on which account holds the material.

Search this topic and you mostly find how to govern AI inside the company: Deloitte's governance roadmap, or INSEAD's four-day course at €11,600. Those are worth having. This page is about your own desk, where the habit is already ahead of the rules. In a Diligent Institute survey of 104 US public company directors published in June 2026, 82% had used generative AI in board work in the past six months, about 30% to summarize board books or meeting materials, and 54% said their company had no guidance for them.

Sort the material before you open any tool

A director's first AI decision is about the document, not the model. The firm guidance below roughly sorts board material into five groups.

Mobile is where this tends to break. If the approved tool won't open on your phone the night before the meeting, Foley's advice is to wait or ask for help, not to switch to a personal account. It also lists shared devices, public Wi-Fi and voice assistants among the places sensitive prompts shouldn't go.

What your board portal's AI already does

Several board portals now build AI in, so the pack doesn't have to leave the portal. Your corporate secretary's office usually runs it, so ask there what is switched on. The descriptions below are each vendor's own.

A vendor selling transcription doesn't settle whether your board should use it, as the sections below show. And an approved tool still has an administrator: the Australian Institute of Company Directors (AICD) warns that without guardrails, confidential papers in an enterprise tool may become visible to others in the organization. If you're an independent director preparing hard questions about the CEO, ask who can read your prompts. Directors & Boards suggests separate permissions for independent-director executive sessions.

Reading the pack with AI, without outsourcing the reading

AI works best on a pack as a second pass, after you've read it. The AICD's guidance is not to treat AI summaries or analysis as a substitute for your own review, and Skadden's lawyers note that AI summaries can contain errors or misleading characterizations. Management also wrote the pack, so a faithful summary hands back management's framing in fewer pages.

Comparison is the better use, because board papers arrive in cycles and memory fades between them. Foley's rule of thumb is to use AI to organize, compare or generate questions. In an approved tool, that looks like this:

I sit on the audit committee. Using only this quarter's committee
papers and last quarter's:
1. Which metric changed its definition or disappeared?
2. Which open item from the last minutes isn't reported back on?
3. Where does the narrative disagree with a table?
4. Draft five questions for the CFO and the external auditor.
Give the page for each. Write "not in the papers" if you can't support it.

Then check every page reference yourself before you raise the point in the room.

Committee work: start with what's public

The safest committee preparation uses documents anyone can read. Directors already do this: in the Diligent Institute survey, risk committee members reported using AI to learn unfamiliar technical topics (68%), benchmark (53%) and draft questions for management (37%). EDGAR full-text search gives you the public filings to work from.

• Audit: compare how peers describe the same risk in their 10-Ks, then ask how your company's wording measures up.
• Compensation: summarize peers' proxy statements on the metric you're debating, using only their published disclosures.
• Nominating and governance: research a candidate's public record, and leave out that the board is considering them.

Whatever you find, say where it came from. Foley recommends disclosing material AI reliance to the board before discussion and before a vote, and its warning example is a hypothetical director who repeats an unverified chatbot conclusion in the boardroom.

Are a director's AI prompts, notes and transcripts discoverable?

Assume they can be. Most of what follows is firm guidance, because courts have only begun to rule on AI and privilege.

• Handwritten notes. The authors in Directors & Boards say these are discoverable under US and most state rules if relevant and within the company's possession, custody or control, but are harder to search. They see AI as raising practical exposure more than legal exposure.
• Prompts and uploads. Foley would treat them like handwritten notes and calls them likely discoverable. Skadden adds that a vendor may have to produce chat history if a court requires it, and that deleting it on your side may not end the matter.
• Privilege. Skadden's lawyers write that a conversation with an AI tool doesn't become privileged because the topic is legal. The early cases point in different directions, and Cahill's review notes that none involved a corporate meeting: a New York federal judge held a defendant's public chatbot documents weren't protected, a Michigan judge declined to compel a self-represented litigant's chats, and a Colorado court said AI use doesn't automatically lose work product protection.

Why a transcript differs from your notes and the minutes

Minutes are curated and a transcript isn't, which is the core of the objection to recording. Cooley's position is flat: AI note takers don't belong in a board or committee meeting, because directors may self-censor and everything captured could become discoverable. Foley and Skadden's 2025 guide say much the same. The advice isn't uniform, though. Skadden's 2026 piece on minutes calls it risky and asks boards to decide deliberately, and Clifford Chance's UK note accepts AI as a temporary drafting aid under a written policy, deleted once minutes are approved.

Four working rules follow for a director:

• Don't run your own note taker in the room, even if nobody has banned it. Foley's playbook for directors rules it out, and the record belongs with the corporate secretary or counsel.
• Approved minutes are the record. Goodwin says to treat them as the only official one, and Directors & Boards warns about detailed transcripts conflicting with concise minutes.
• Lawyers' drafts differ. Under Delaware law, drafts of minutes prepared by lawyers are privileged, while work product protection may not reach minutes not prepared by counsel or at counsel's direction.
• Deletion has a limit. Routine deletion may be defensible in normal times, but AI material should be preserved once litigation becomes likely. Ask counsel before you clear anything.

Stockholder inspection is a separate road

Delaware's 2025 amendment to Section 220 narrowed what stockholders can inspect, and that isn't the same as litigation discovery. Mayer Brown's summary lists board and committee minutes and materials provided to the board in connection with its actions, with informal communications among directors notably absent. If minutes don't exist, a court can order their functional equivalents. It can also order other records if the stockholder shows compelling need with clear and convincing evidence. So missing minutes can open a wider door. Whether an AI summary circulated through the portal counts as "materials provided" is a fair question for your counsel.

Duties of care and oversight when you use AI

A director's duties don't change because a tool is involved, but your reliance on the tool may be weakly protected. Goodwin describes the duty of care as being reasonably informed when you decide, and says untested AI output doesn't replace independent judgment.

Delaware's Section 141(e) protects good-faith reliance on corporate records and on reports from officers, employees, committees and other persons selected with reasonable care, on matters within their competence. It says nothing about software. Foley concludes that unverified consumer AI output shouldn't count as qualifying expert input, and a Richmond Journal of Law and Technology post argues AI doesn't fit the statute's categories. Those are commentators' readings, not rulings. The statute's wording does favor a report from your CFO over a chatbot's view of it.

Oversight, the Caremark line of cases, sets a high bar. An Oxford Business Law Blog post explains that liability turns on bad faith, either a failure to put a reporting system in place or conscious disregard of what it shows, and argues that AI changes the evidence and not the standard. As of May 2026, practitioners writing in Law360 said no Delaware court had adjudicated a Caremark claim based on AI risk. That question concerns the company's AI, which is where Deloitte's roadmap belongs, more than your own use of it.

Where Merlin fits, and where it stays out

We make Merlin for the Mac. It reads your email and calendar, drafts replies and can record calls. It helps with the relationships around board service and not with the board's papers. For mail and calendar it uses Gmail and Google Calendar, not Outlook or Microsoft 365, so it only suits you if your non-board correspondence lives there. It isn't a board portal, has no connection to one, and shouldn't see your pack.

Treat Merlin like any outside AI tool. Its privacy policy says the context an AI request needs goes to the providers handling it, and those providers have their own terms. If your company hasn't approved it, the sorting table above applies. Merlin can read the mail in every Google account you connect, so don't connect an account where board papers or board email arrive.

Used that way, it covers the work outside the portal:

• The calls between meetings. Shortly before a Google Calendar event, Meeting Brief sends who's attending, what you've discussed before and what was promised. That helps with a search firm, a nonprofit chair or a fellow director you speak to twice a year.
• Several roles at once. Free connects two Google accounts and paid plans five, and the People panel flags email you haven't answered.
• Replies you check. Ask for a reply in chat and the draft waits for your approval. Routines, tasks Merlin runs on its own, work unattended, so don't set one to send anything about board matters.

Merlin's recorder needs two settings changed. It offers to record when it detects a call, and about a minute before calendar events with other people. Turn off Automatically detect meetings and Remind me a minute before a meeting under Settings → Preferences → Meetings, and don't press Record on a board or committee call. Merlin joins no call as a bot, so nobody would see it; on any other call, tell people you're recording. On paid plans, audio leaves your Mac for transcription, and transcripts live in your Merlin account. This note taker comparison covers the alternatives for calls outside board work.

Before your next board cycle

1. Email the corporate secretary three questions: is there a director AI policy, which tool is approved for board materials, and who can read prompts in that tool?
2. Check the meeting platform. Ask whether board calls on Zoom or Teams have transcription or AI summaries on by default; this guide shows where those features live. Clifford Chance also advises turning off automatic sharing.
3. Ask counsel what happens to your own records: handwritten notes, marked-up pages, prompts and any old chats about the company.
4. Read the next pack yourself first, then run the second-pass prompt in the approved tool.