Trust in business leaders is eroding. The 2025 Edelman Trust Barometer reports that 70% of respondents, an all-time high, believe that business leaders purposely mislead people.
A governance crisis is quietly unfolding in boardrooms globally, yet almost nobody is talking about it.
Board packs are getting bigger. Regulatory expectations are rising. The sheer volume of data directors are expected to review and absorb before going into a meeting and holding the executive team to account is rapidly increasing. And the time between the board pack landing and the board meeting is shrinking. For non-executive and independent directors, who are contracted to work, in many cases, for two days per month, this creates unnecessary pressures.
For executive directors, board meeting prep is one item in a diary that is already full. They usually have a team around them: someone to prepare the data, someone to prepare the board pack, someone to circulate. For non-executive and independent directors, the pack arrives with these individuals a few steps removed from the day to day operations, often late at night, with little time to truly scrutinize.
The expectation from both sides of the table, and the regulator, is that every director arrives prepared: knowing the numbers, assessing the risks, identifying signals for consumer harm.
That expectation is a legal one. A regulatory one.
The Fiduciary Duty Problem
Directors owe a duty of care. Courts and regulators have consistently held that this duty requires directors to be informed, which means to read the papers, understand the material, and bring genuine challenge and oversight. In the UK, the FRC and the FCA set clear expectations for financial services firms. Regulators, quite rightly, look for evidence of challenge, of oversight, of holding the executive to account. They look through the lens: if it's not in the minutes, it didn't happen.
But there is a real tension at play, which few people talk about, save for a few grumblings when the board arrives at 22:35, three days before the board meeting. Board packs follow a structure, a format, and have grown in size and complexity. They are designed to give a complete view of the business at 30,000 feet. They are designed to ensure the executive team has shared what the board needs to see and know, regardless of the density or complexity. Or the timeline.
The result? Board packs regularly run into hundreds of pages, with several appendices in different formats. Executive summaries that are anything but a summary of that section. Complex regulatory updates that require a legal degree to interpret. Risk registers built by someone who never uses them, let alone has to interpret them.
Directors are expected to read all of this, understand this in detail, then challenge the executive during a three-hour meeting. A meeting with 15 agenda items giving 12 minutes per item. It's unrealistic for this expectation to be met. Not because directors are incapable or negligent, but because the entire board process makes this difficult.
What Directors Actually Say
During March this year, I surveyed 35 non-executive and executive directors across the UK, Gibraltar, Malta, the Netherlands, and Germany. The feedback was strikingly similar:
- 67% of directors said board packs had increased significantly during the last five years
- 74% of directors said they don't feel they have adequate time to review board materials fully before meetings.
For the insurance industry whose regulators insist that firms have a majority of non-executive directors on their boards, this should be a wake-up call.
What I found more interesting is the gap between the use of AI in directors' professional roles and its near-complete absence from risk or governance. 84% of directors I spoke to are already using commercially available AI tools in their day-to-day work. This tech isn't foreign to them; it's part of their daily routine now.
Yet in the background, a much more concerning number is at play. 95% of directors confirmed data security is a critical factor. And yet many directors are uploading market-sensitive financial results, M&A discussions, regulatory correspondence, and people matters, adding these data points to a commercial AI model, with the data stored on a server outside of their control.
There is also a real concern on the accuracy of AI. 68% of directors said that accuracy is critical, yet several were unaware of the phrase "AI hallucinations," let alone what this means.
What was clear during my research is this. Directors are not opposed to using AI in the boardroom, the opposite in fact. What they are concerned about is data sovereignty and accuracy.
The key question is: Can I trust AI with sensitive materials and data?
What Would Actually Help
The interviews surfaced two critical points that will answer the question:
- Data sovereignty is key. Any AI solution must protect sensitive, often legally privileged information.
- AI has to get things right. A wrong answer is a non-negotiable.
The insurance sector has yet to answer these seriously.
The Practical Case for Change
Tech must allow board directors to become better equipped to enter the boardroom knowing the risks, knowing the data, knowing where the next crisis is unfolding. Tech can solve this.
The real risk is that directors arrive in the boardroom less prepared and more exposed. The regulatory and fiduciary duty for a director who has missed a conduct risk, who hasn't spotted complaints data going in the wrong direction, or who has failed to see a change in the business that requires regulatory approval is real. A governance risk is accumulating at each board meeting.
AI is here to stay. Used properly, it means directors walk into a boardroom prepared. Not by giving a generalized AI summary like most board portals do, but something more useful: allowing directors to interrogate the board pack. To ask questions with answers grounded in the pack itself. To identify pattern changes across historic board packs and meetings. All within a secure environment where sensitive data is safe, and not sitting on a third-party server forever.
This isn't about replacing directors. It's about equipping directors to fulfill their fiduciary responsibilities.
The Question Boards Should Be Asking
The key question that should be put on the table at the next board meeting is this:
Are we confident that our current process for board preparation enables the directors to exercise their fiduciary duties?
If the answer is no, the next question should be:
What tools exist today that can change this?
These tools do exist. Boards that explore and adopt these are the ones that enable directors to do what they are best at: holding the executive to account and ensuring good outcomes for customers.
