AI Can Draft Board Minutes—But Should It? Considerations for Public Companies

The proliferation of AI recording, transcription, and summarization features within video conferencing platforms (“AI meeting tools”) has led many public companies to consider adopting AI meeting tools to assist with the drafting of board and committee meeting minutes. While AI meeting tools offer several practical benefits, evaluating the potential risks associated with the use of these features is crucial from a risk oversight, governance, and controls perspective.

Debevoise’s Capital Markets, White Collar and Regulatory Defense, and Data Strategy and Security Practices will be holding a webinar on July 29, 2025 at 12:00pm ET to discuss best practices and risk considerations for public companies considering the adoption of AI meeting tools.

Key Considerations. Below we outline certain important considerations that should be top-of-mind for public companies that are considering the use of these types of AI applications in board and committee meetings.

• Confidentiality and Cybersecurity. Companies using AI meeting tools should confirm with the AI provider that: (i) company data will remain confidential and will not be used to train any AI model; (ii) humans at the AI provider will not have access to company data; (iii) the AI provider will not share company data with any other third parties absent specifically agreed extraordinary circumstances; and (iv) the AI provider has an effective cybersecurity program reasonably designed to protect company data.

• Notice and Consents. Some jurisdictions, including certain U.S. states, require the consent of all parties to lawfully record meetings. Regardless of the jurisdiction, meeting participants should receive a notification that a transcription or summary is being generated and be afforded the opportunity to raise concerns. Certain AI meeting tools can create transcripts and summaries without generating any recording.

• Accuracy. AI-generated meeting transcripts and summaries may contain inaccuracies and should not be considered final. Such materials should be reviewed and revised by the secretary of the board meeting (or the secretary’s delegate) prior to circulation and entry into the company’s official records. The secretary should adopt the materials as accurate, complete, and fit for purpose.

• Privileged and Confidential Information. Use of AI meeting tools may not be appropriate if a meeting involves privileged or highly confidential information, such as discussions about ongoing litigation, strategic initiatives, or sensitive regulatory compliance matters. To reduce the risk of a privilege waiver or loss of confidentiality, access to and dissemination of AI-generated materials that may contain privileged or highly confidential information should be limited to the meeting participants and others within the scope of the privilege or confidence.

• Circulation and Retention. Companies should take care to understand where the AI-generated materials for board and committee meetings are stored and how they are circulated, as well as any automatic deletion schedule and preservation obligations. Consideration should be given to the risk/reward balance of creating, retaining, and distributing large volumes of AI-generated recordings, transcripts, and summaries of board and committee meetings.

• Litigation Holds. Companies should consider whether AI-generated materials may contain information that is subject to any litigation holds, and if so, how that information is preserved and reviewed for discovery.

• Information Barriers. Many companies have controls in their information systems to restrict access to, and prevent the impermissible disclosure of, sensitive information. Companies should ensure that the use of AI meeting tools is consistent with existing information walls and permissions.

Final Thoughts. When considering the use of AI meeting tools in the boardroom, it is important to identify and acknowledge the potential risks associated with these applications and to establish policies, procedures, and effective controls to mitigate such risks. Doing so will allow companies to take advantage of the many benefits promised by AI, without exposure to undue risk. Please reach out to any of the Debevoise attorneys below if you would like to discuss these matters further.