AI Governance: From Hype to Oversight in Corporate Risk Management
Solo-authored. Presented at 2024 AAA Deloitte Foundation J. Michael Cook Doctoral Consortium.
- Dissertation committees: Yonca Ertimur (Co-Chair), Andrea Pawliczek (Co-Chair), Nathan Marshall, Steve Rock, and Andrew Stephan (Indiana University)
- Abstract: The rapid adoption of Artificial Intelligence (AI) technologies by firms has outpaced the development of formal governance structures to oversee their associated risks, highlighting a critical gap in board-level oversight amid a rapidly evolving technological landscape. I investigate whether and how firms implement board-level governance structures to oversee AI-related risks, and how investors respond to such oversight. I find that 26% of firms in the S&P 1500 mention AI governance in their proxy statement in 2024 while 55% mention AI risk in their 10-K filings filed in the same year. Using a combination of keyword-based textual analysis and large language models on proxy statements and 10-K filings from 2018 to May 2025, I identify and categorize AI governance structures of S&P 1500 firms across three dimensions: (1) adoption of AI ethics or responsible use principles, (2) formation of specialized AI oversight committees, and (3) appointment of board members with AI expertise. The most common governance mechanism is the appointment of directors with AI expertise: among firms disclosing AI governance, 90% include at least one such director, with an average of 1.23 AI-expert board members. Relatively fewer firms adopt formal AI principles (17%) or establish AI oversight committees (11.4%). Firms adopting AI governance are typically larger, R&D-intensive, and led by newer CEOs. Event studies show that firms without AI governance experience more negative stock returns following AI risk-related events, suggesting investors value board oversight of AI risks. This study contributes to the literature by providing novel evidence on AI-specific governance and its market consequences, offering timely insights into how boards adapt to emerging technological risks.