Questions to Assess the Role of the Board Regarding Technology

Accompanying the guidance of the 2024 NACD Blue Ribbon Commission Report on Technology Leadership in the Boardroom: Driving Trust and Value, this boardroom tool provides practical guidance for implementing Recommendation #1: Ensure trustworthy technology use by aligning it with the organization’s purpose and values.

How to use this tool: Directors can use this tool to help facilitate a robust and dynamic conversation about technology and data oversight with management to assist them in navigating the future of the business.

The board has the legal responsibility for directing corporate affairs in the best interests of the company and its shareholders. This requires, among other things, that the board provide oversight of the authority it has delegated to the CEO and other officers to manage the company on a day-to-day basis. This includes, but is not limited to, oversight of strategy, performance, compliance, and enterprise risk management.

As fiduciaries, directors are required to attend to the important issues facing the corporation and assure themselves that management is appropriately attentive and that appropriate information, reporting, and internal control systems are in place. The board’s oversight obligations extend to the company’s development and use of technologies, which present opportunities for competitive advantage and innovation while presenting potential for disruption and changes to the company’s risk profile.