Template
AI Governance Committee Charter
AI oversight needs a home. This charter assigns it — either to a new AI governance committee or as an amendment to an existing committee's charter. Read it here, download the editable Word file, or print it.
Corporate board — charter for the committee responsible for AI oversight
Organization
Committee name
Adopted by board resolution on
Last reviewed
1. Purpose
The committee assists the board in overseeing the company's development and use of artificial intelligence — capturing its strategic value while managing its risks to the business, its customers, and its reputation.
2. Authority
The committee investigates and recommends; the full board decides. Give it authority to access records, interview management, and retain independent advisors at company expense.
3. Composition and membership
Three to five directors, a majority independent. Require AI literacy or a commitment to build it — and say how. Consider whether a non-director advisor with technical depth may serve.
- Number of members:
- Independence requirement:
- AI literacy expectation:
4. Meetings
At least quarterly, with minutes kept and approved. AI incidents may require special meetings — say so.
5. Responsibilities and duties
The heart of the charter. Enumerate them: oversee the AI use policy and approved-tools register; review the company's AI inventory and risk assessment; monitor AI incidents and near misses; oversee management's AI strategy and significant AI investments; monitor the regulatory landscape; and ensure the board itself is educated on AI.
6. Reporting to the board
The committee reports at every regular board meeting, and immediately on any material AI incident.
7. Resources and advisors
Authority to retain independent AI, legal, and cybersecurity advisors, with funding.
8. Charter review
Annual review of the charter itself — AI oversight will evolve faster than any other committee's mandate.
Standing responsibilities calendar
| Frequency | Activity |
|---|---|
| Every meeting | AI incident and near-miss review; approved-tools register changes |
| Quarterly | AI inventory and risk assessment update; management AI strategy report |
| Annually | AI use policy review; charter review; board AI education session |
| As needed | Review of significant proposed AI investments or deployments |
Guidance notes
- For most boards, AI oversight belongs in an existing committee — audit/risk or governance — rather than a new one. This charter works as an amendment either way.
- AI literacy is a composition requirement, not a nice-to-have. Say how directors will build it.
- The AI inventory is the committee's most important tool: you cannot oversee what you have not listed.
- Keep authority clear — the committee recommends, the board decides.
- Adopt by board resolution, record in the minutes, and review annually.
Before you adopt this charter
- Legal counsel review is recommended
- Have qualified legal counsel licensed in your state or jurisdiction review and adapt this material before your board adopts or relies on it.
- Educational model language only
- This is a general model provided for educational purposes. It is not legal, tax, accounting, compensation, or compliance advice, and it does not create an attorney-client or advisory relationship.
- Tailor to your governing documents and law
- Align it with your articles of incorporation, bylaws, applicable state corporate or nonprofit statutes, employment law, and any regulatory requirements that apply to your organization.
- Adopt and record formally
- Approve the process by board vote or resolution, record it in the minutes, keep sensitive material confidential, and review it annually.
This resource is provided for educational purposes only and does not constitute legal, tax, accounting, compensation, or compliance advice, nor does it create an attorney-client or advisory relationship. Adapt it to your organization's governing documents and applicable law, and have qualified legal counsel review it before your board adopts or relies on it.
Want help structuring your board's AI oversight?
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