Effective board minutes and the use of AI: A joint statement

This joint statement on minutes from the AICD and the Governance Institute of Australia explores the art of good minutes, accountability and the use of AI - providing guiding principles for a changing governance landscape.

The Australian Institute of Company Directors (AICD) and the Governance Institute of Australia have released an update to the Joint Statement on Board Minutes, revisiting key principles for effective minute-taking for the first time since 2019.

In response to shifts in governance practice and the increasing use of AI (artificial intelligence), this updated statement is informed by refreshed advice from legal counsel Dominique Hogan-Doran SC and Douglas Gration. It addresses current issues including the role of technology in minute preparation, the use of AI tools, and associated governance risks.

The statement reaffirms core principles - including the purpose of minutes, the role of board papers, and the importance of professional judgment - while offering practical guidance on safeguards boards should consider if AI is used.

Key updates include:

• Considerations for the use of AI in board minute preparation

• Risks and limitations of AI-generated meeting records

• Measures to support integrity, consistency and legal reliability

• Clarification of directors' responsibilities under the Corporations Act 2001 (Cth)

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 preserve the integrity and accuracy value of board minutes.