AI is creating a sustained test of board capability, demanding sharper oversight, deeper expertise and stronger alignment with management. That is the view of Paul Washington, president and CEO of the Society for Corporate Governance, who warns that boards must operate at a consistently higher level as AI moves from experimentation to enterprise-wide deployment.
Founded in 1946, the Society for Corporate Governance represents more than 3,700 governance professionals supporting around 1,700 organizations, including approximately 1,000 public companies.
Its members work at the center of board decision-making on governance, disclosure and M&A. Washington, who became president in April 2024 after leading The Conference Board ESG Center and spending two decades at Time Warner, brings both policy and in-house experience to the role.
Speaking ahead of the Society’s 2026 National Conference in July, Washington says AI stands apart from previous disruptions because of its persistence and breadth.
‘This is not a one-off transformational moment like a merger, an acquisition, or some sort of crisis,’ he tells Governance Intelligence. ‘This is an ongoing transformational moment, and that’s when board and management relations are really put to the test.’
A test of board capability
Washington argues that AI will challenge boards across multiple dimensions simultaneously, from understanding competitive dynamics to maintaining effective internal oversight.
‘I think AI is going to put boards to the test in almost every possible way,’ he says. ‘It’s going to test their knowledge of the competitive landscape, for example, how AI is transforming their industry, their suppliers and their customers. It’s going to test their external awareness.’
At the same time, boards must understand how AI is reshaping internal operations, including workplace practices and procurement decisions. This dual external and internal focus raises the bar for oversight.
The shift will also place sustained pressure on the relationship between boards and management in an ongoing fashion, he adds. ‘Do you have a good information flow? Do you trust your management team? Is your management team staying on top of this enough to help the board make informed decisions?’ Washington asks.
He compares the level of engagement required to crisis conditions, though over a longer period.
‘Think about how boards engage when they’re in crisis mode, like Covid. This won’t be quite as extreme, but it’s going to require boards consistently to up their game,’ he says.
Paul Washington, president and CEO, Society for Corporate Governance
Rethinking expertise in the boardroom
As expectations rise, boards are under pressure to strengthen their understanding of AI. But Washington cautions against focusing too narrowly on board composition without first addressing management capability.
‘The most important thing every board should be thinking about is whether the board has increased fluency in AI but, even more importantly, whether management has fluency in AI,’ he says.
He stresses that ensuring senior management expertise is the first priority, with external advisors playing a supporting role rather than a substitute for in-house capability.
‘Companies can tap into external help, but you really have to have it in-house,’ he notes.
For boards themselves, Washington challenges the traditional model of director expertise. The long-standing concept of a ‘T-shaped’ director is no longer sufficient.
‘It’s better to think of a ‘three-pronged’ or ‘fork-shaped’ director,’ he says. ‘You need broader expertise, but also depth in multiple areas.’
This reflects the increasing complexity of oversight, where directors must engage across interconnected issues rather than rely on a single area of specialization.
Investors want substance, not access
At the same time, investor expectations of board engagement are evolving, with growing demand for meaningful, purpose-driven interaction.
‘Investors aren’t just looking for companies to trot out their lead independent director every year on a routine basis,’ Washington says. ‘They’re looking for a reason to have those conversations, a purpose behind them.’
Investors are focused on whether boards have the right mix of skills and judgment to oversee companies through economic, technological and regulatory uncertainty. While direct engagement between directors and investors is now common at large companies, Washington emphasizes that it must be substantive.
‘Investors have limited time and they’re not interested in that,’ he says, referring to meetings that lack clear value.
Enforcement, integrity and competitive advantage
On the regulatory front, Washington points to a shift in approach from the SEC, with enforcement focused more squarely on substantive violations.
‘The SEC has made clear that it is still focusing on traditional areas of fraud,’ he says. ‘It’s not looking to use enforcement to require companies to adopt particular governance structures.’
Even so, he cautions boards against complacency, particularly given ongoing litigation risks.
‘This isn’t a time to take your foot off the gas or take your eye off the ball,’ he says.
Beyond compliance, Washington frames governance and integrity as strategic assets.
‘It’s also a time for boards to think about compliance and integrity as a competitive advantage,’ he says, highlighting their role in supporting sustainability and talent retention.
Navigating deregulation and disclosure judgment
Looking ahead, Washington expects a shift toward deregulation and greater flexibility for companies, particularly in areas such as disclosures and shareholder proposals.
‘We are entering an era of deregulation. That means more private ordering,’ he says.
While this may reduce prescriptive requirements, it increases the burden on boards and management to exercise judgment about what information is material and what investors need.
‘Principles-based disclosure may be preferred, but it requires more thought,’ Washington explains. ‘Principles-based disclosure around materiality requires a high degree of judgment and awareness of market expectations.’
The result may be a move away from a compliance mindset toward more deliberate decision-making on disclosure.
Proxy advisors and the push for transparency
Washington also raises concerns about the role of proxy advisory firms, arguing for targeted reforms to improve the quality of information available to investors.
‘The main reform we’d like to see is for companies to have the opportunity to review reports in advance, so we can highlight factual or analytical errors,’ he says.
‘We’re not looking to censor or control what advisory firms say. We want accurate, complete information in the proxy system.’
Allowing companies to review reports and link their responses directly could improve the quality of engagement between companies and investors, who often rely on these reports, he suggests.
These themes will feature prominently at the Society’s 2026 National Conference, where AI is expected to be a central focus across sessions, following a much-anticipated keynote speech from SEC chairman Paul Atkins.
‘We’ll address major technological, economic and regulatory changes, with a strong emphasis on artificial intelligence, which will feature in almost every session,’ Washington says.
The event will also cover core governance topics such as disclosure and executive compensation, alongside critical moments like management succession.
For Washington, the overarching goal is to equip governance professionals with the tools to support boards in an increasingly complex environment.
‘Governance professionals need to understand the biggest trends affecting corporate America,’ he says. ‘They need fluency in these areas to support their boards.’
As boards confront what he describes as a prolonged period of transformation, that exact fluency and resilience will be essential.