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The Harvard Governance Blog recently republished an article from EY’s Center for Board Matters identifying seven questions that boards should be asking following the 2026 proxy season. Three of those questions focus squarely on the board’s role in overseeing emerging technologies and the impact of those technologies on corporate disclosures:

Do we have the right structure to oversee technology? Technology committees are on the rise. Now 17% of S&P 500 boards have one, up from 15% in 2022 and 10% in 2018. That doesn’t mean standing up a technology committee is the right choice for every board. In fact, most companies have expanded the purview of existing committees — usually the audit committee — to oversee technology matters like AI and cybersecurity.

While nominating and governance committees weigh various factors selecting the committee structure and responsibilities that work best for their board, one reality cuts across all models: with AI transforming business, effectively overseeing technology’s impact on strategy and risk and communicating that oversight approach to stakeholders is a growing imperative.

How are we building and communicating our board’s AI acumen?  One theme from our conversations with investors is that they want a clearer view into how boards are executing oversight of AI and technology more broadly. That includes how boards are gaining the skills and experiences needed to oversee AI strategy and risks. More companies are responding by highlighting the relevant experience of board members. This season, 37% of S&P 500 companies cited AI experience for at least one director, up from 11% in 2022. Overall, the percentage of S&P 500 directors with AI experience cited in the proxy has increased from 1% in 2022 to 5% in 2026.

But effective oversight depends on more than tech credentials, especially with how fast technology is changing. Board members should also consider how disclosures reflect the ongoing education, training and independent external perspectives they’re securing to build the full board’s AI acumen and keep pace with new developments.

Are our disclosures fit for AI-enabled stewardship? Investors are increasingly using AI tools to review disclosures, compare companies and inform voting decisions (though not to make voting decisions, yet). That means companies must adapt their disclosures with both human and machine readers in mind and prepare for a new depth of questions from investors in engagement.

Important information should not be buried in formats that AI tools struggle (for now) to interpret, and companies should recognize that investors can now analyze filings with a level of rigor at a scale that was previously impossible. As one investor told us: “there is no hiding in the footnotes anymore.”

AI is also enabling investors to scrape and assess vast amounts of unstructured data, from skills in job postings to employee reviews, and compare that external picture against company disclosures. As a result, it is more important than ever that companies understand the narrative AI may construct and make sure it aligns with the narrative they intend to tell.nbsp;

Other questions identified by the article relate to more traditional topics, such as changes in the company’s approach to shareholder proposals, identifying vulnerable directors, ensuring that the company’s engagement approach reflects current realities, and what proxy voting results don’t tell boards about investor views on executive pay.

The article says that this year’s relatively calm proxy season masked the extent to which ongoing regulatory, legal and technological changes are making it more difficult for boards and management to assess investor views and priorities, thus leaving them less prepared to deal with surprise vote outcomes and shareholder activism.

– John Jenkins