As we settle into the new year, boards should reflect on how they will govern artificial intelligence (AI), agentic AI and the adoption of other transformative technologies. This evaluation is crucial to capture opportunities and effectively mitigate related risks in this time of significant change.
As boards grapple with this growing area of investment, many are seeking to identify the most effective means of providing technology guidance to more fully reap the associated benefits. Leading boards have found success with various approaches, which can offer valuable lessons.
In a 2025 survey by EY, nearly half of Fortune 100 companies voluntarily disclosed that AI risk is part of their board’s oversight responsibilities—triple the number that said the same in 2024. Additionally, 44% of these companies now include AI in their director qualification descriptions, up from 26% a year earlier. This heightened focus on AI reveals the growing recognition that AI governance is a critical aspect of corporate strategy and risk mitigation.
Given its risk management portfolio, the audit committee is often identified as the committee with oversight for AI. However, these committees usually carry a heavy load and may overemphasize technology risks without giving strategic opportunity its due.
Conversely, a technology committee may have the opportunity to dive deeper on AI, while other non-audit committees may focus on different oversight dimensions that touch AI, such as a nominating and governance committee concentrating on the responsible and ethical application of AI solutions.
Choosing the Right Tech Governance Approach for the Board and the Business
What is the best way to provide proper insight to govern technology? This question is critical because the structure and processes a board adopts should complement the business strategy. There is no one-size-fits-all approach to this governance decision.
As boards fill more director seats with tech-savvy executives, they gain greater flexibility to consider new governance structures, including the creation of a technology committee, subcommittee or ad hoc committee. The creation of such structures provides a forum to discuss technology-related topics to keep the board aware of developments and risks that may be on the horizon.
The board’s approach should align with the company’s strategic needs and the board’s unique circumstances. For example:
Full-board oversight of technology may work well when technology is fully integrated into all relevant items on the board agenda, such as at a technology company. This approach can also be effective when board members have strong tech fluency, reducing the need for deep-dive discussions.
Non-technology companies also may prefer full board governance. For instance, the board of a company in the industrial sector dissolved its technology committee and shifted the topic to the full board, underscoring its strategic importance.
Integrating technology oversight into a standing committee charter is another option. This approach works best when the technology focus complements a committee’s existing agenda without overloading the committee. For example, an insurance company’s board assigned technology risk to its audit and risk committee; digital transformation investments to its finance and investment committee; and technology-related mergers and acquisitions to its corporate development committee.
Most S&P 500 committees have taken this route and expanded existing committees’ responsibilities, usually designating the audit committee. However, as mentioned above, the audit committee’s risk focus might lead to a failure to give other strategic aspects of AI adoption their just due. Seventy-five percent of S&P 500 companies cite the audit committee as the committee with responsibility for cybersecurity oversight. Nearly 40% of Fortune 100 companies disclosed that they had assigned at least one board committee, often the audit committee, with AI oversight responsibilities.
Establishing a technology committee is another avenue some boards choose to deepen their governance of this key strategic area. An EY US review of S&P 500 company proxy statements and technology charters showed that one in seven large-cap boards has a technology committee.
The prevalence of technology committees varies by sector. EY US research revealed that such committees are most prevalent among financial services (22%), information technology (20%) and healthcare (19%) companies. Their oversight focus varies by sector. For instance, in the finance sector, a technology committee is likely to focus on strategy, trends and investment decisions, while cybersecurity may be the priority of an information technology company’s tech committee.
Other boards set up subcommittees, ad hoc committees, working groups and advisory boards to aid technology oversight, even if only as a temporary means of providing oversight while the company develops a longer-term approach to technology governance.
Four Steps to Select a Tech Governance Approach
Ultimately, the board must decide what board structure will meet its needs. The nominating and governance committee should lead this decision-making process, recognizing that the selected approach will affect management time, board calendars and board and committee composition. Boards can adapt the following process to help address technology governance:
- First, find the common ground. Board members’ views may vary with regard to the role of technology in the company’s strategy and risk profile and the company’s maturity relative to technology. It is essential for board members to understand those differences and for the board to reach alignment on technology’s strategic role. Organizations should assess their board’s technology fluency and board members’ awareness of the implications of new technologies, including AI in its various forms. Establishing a common understanding will provide a foundation for more productive discussions and informed decision-making.
- Second, clarify technology’s role as a catalyst for business strategy. Boards should discuss the use of technology to create new products and services as well as value-adding efficiencies with the potential to change the competitive landscape. As the board defines how it will approach technology governance, it also should consider how it can be a strategic partner to management as investments are considered to help transform the business. Additionally, the board should consider whether additional investments will be needed for competitive growth.
- Third, secure expertise for effective oversight. Boards should collectively discuss what knowledge and experience they need to oversee technology and how they will achieve it, including the role of ongoing training and external advisors. Even if a technical expert sits on the board, external expertise is often a valuable source of acumen, given the fast-moving developments in tech.
- Fourth, optimize tech oversight and clearly communicate about it with stakeholders. As boards establish and provide oversight of technology, directors need to be aware of and facilitate coordination where there is potential committee overlap. Clearly defining responsibilities for each committee’s charter can help minimize any overlap across the board’s matrix of responsibilities.
Boards also should regularly review the governance structure and adjust it as necessary to enhance efficiency. Beyond operations, the board should also use proxy statements and other channels to communicate about this governance because investors are particularly interested in their tech oversight.
As boards evaluate the evolving landscape of technology governance in 2026, it is vital to engage in open communication with the company’s technology leaders. While they refine the governance structure and processes to guide technology strategy and investments, boards also should define their technology risk appetite and be respectful of operational boundaries.
This is an exciting time for businesses, but change can be fraught with challenges. Boards should meet them head-on, embracing this unique point in time to guide companies to capture future business opportunities. By proactively addressing technology governance today, boards can chart their corporate paths to success in an increasingly digital world.