80% of non-executive directors believe current board practices and structures are inadequate to oversee AI: Study

Eighty percent of non-executive directors (NEDs) feel that their current board practices and structures are inadequate to effectively oversee AI, according to a new survey from Gartner, Inc. Yet, 91% of NEDs view AI as an opportunity to create shareholder value rather than a risk.

“Boards are remarkably optimistic about AI’s potential value—more so than chief executive officers (CEOs), chief information officers (CIOs), and other executives, based on comparative findings from various Gartner studies,” said Daniel Sanchez Reina, VP Analyst at Gartner.

“However, most boards recognize they are not fully equipped to oversee AI, as many board members are not digital natives and often lack a technology background. Until recently, technology topics rarely occupied significant time on board agendas. However, issues like cyber-risk and AI are now changing that, prompting NEDs to quickly enhance their tech proficiency and find new ways to provide oversight.”

The 2025 Gartner Board of Directors Survey was conducted online from June to August 2024, with responses from 328 NEDs across North America, Latin America, Europe, and Asia/Pacific, representing both private and public companies.

Cyber-Risk Universally Seen as a Threat to Shareholder Value

According to the survey, boards show a strong consensus on cyber-risk, with 93% seeing it as a threat to shareholder value. Additionally, 67% of NEDs believe that current board practices and structures are insufficient for overseeing cyber-risk effectively.

“NEDs almost universally acknowledge cyber-risk threats and express concern about current board practices for providing effective oversight. Yet, a majority (58%) of NEDs express a desire to embrace more technology risk rather than less,” said Tina Nunno, VP Analyst and Gartner Fellow.

Boards Advocate for Technology Investments to Boost Shareholder Value

NEDs’ interest in AI, cyber-risk, and broader technology considerations extends to investments. When asked to identify the top five investments that would yield greater shareholder value in the next two years, AI was the most chosen overall, with 63% of respondents including it in their top five. Other non-AI technologies ranked in the top five for 57% of respondents, while cyber-risk investments were prioritized by 39%.

“Boards have moved beyond mere curiosity about AI and are actively engaging with CEOs and management teams to explore AI’s potential to drive efficiencies and new revenue opportunities,” said Nunno.

To bridge technology-driven opportunities and gaps in board oversight, many boards plan to recruit more directors and CEOs with technology and cyber-risk expertise. Seventy-seven percent of NEDs indicated a need to assign more directors with technology expertise in the next 12 months. Additionally, 72% said they will need to recruit directors with cyber-risk expertise, while 53% see technology expertise as a key factor in CEO succession planning.

“NEDs’ willingness to make structural changes to boards and adjust CEO recruitment criteria indicates a belief that technology will be a pivotal driver of shareholder value,” Nunno added.

In 2025, NEDs will be looking to CIOs and chief information security officers (CISOs) for guidance on industry-specific opportunities and risks. However, CIOs and CISOs may need to adapt their communication approach with boards.

“The surveyed NEDs expressed a strong preference for the communications they receive from their CEOs and chief financial officers (CFOs), which tend to be financial in nature and directly tied to financial statements,” Nunno noted. “CIOs and CISOs should, whenever possible, frame their communications around financial impacts and risks to maximize their effectiveness.”

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