Hafeni Kashimbonde
Metaphorically speaking, the phrase “When AI joins the boardroom, corporate governance can feel like a sci-fi comedy” perfectly captures the bizarre, complex, and often ironic challenges companies face when integrating artificial intelligence into high-level decision-making.
While not a literal law of physics, the sentiment is widely shared by corporate governance experts. Recently in America, Sonata Bank (a $283 million institution in Tennessee) announced that it utilises Microsoft Copilot across its board committees to transcribe meetings, prepare minutes, and compile board books.
Early April this year, Diligent, the corporate governance software company launched what it called the “AI Board Member,” a digital colleague designed to occupy a seat at the back of the room.
Instead of acting as a generic chatbot, directors can engage specific digital personas—such as a “digital activist,” a “long-term investor,” or a “cyber expert” to stress-test strategies and flag risks before, during and after the meeting.
The insights above indicate a substantial evolution in corporate governance frameworks prompting widespread debate regarding the legality of AI in board governance and the ethical standards applicable to director’s fiduciary responsibilities.
Pre-artificial intelligence era
Managing board governance prior to the rise of AI was a grueling process. Those who experienced it would likely find it hard to believe that meeting minutes can now be generated in less than five minutes, as that reality was unimaginable back then.
Before automation, assembling a board pack was a manual ordeal which required weeks of chasing down busy executives via phone and email for their reports, only to receive them late and in mismatched formats.
The process was plagued by version-control chaos, forcing administrators to manually track updates when leaders sent last-minute changes to financial spreadsheets or strategy documents in the middle of the night.
It also involved spending entire nights operating massive office printers collating hundreds of pages, fixing paper jams, binding heavy booklets, and coordinating secure courier deliveries.
If the chairperson altered the agenda at the eleventh hour, the entire pack had to be manually re-paginated, re-indexed, and completely reprinted.
While technology has significantly shifted this workflow, the overall process still remains a substantial administrative burden.
Directors fiduciary duties
Under the Namibian Companies Act, directors and prescribed officers remain legally bound to exercise care, skill, and diligence regardless of whether an AI tool or automated system influenced a decision.
Relying blindly on AI does not shield directors from personal liability or regulatory fines if a decision causes illegal or unethical harm.
There is no statutory provision in the Namibian legislation that explicitly bans or excludes directors from using AI as an advisory or decision-support tool.
However, the existing companies act and governance frameworks place strict non-transferable legal duties on directors that effectively restrict how AI can be deployed.
A typical example would be, if a board is reviewing a N$500 000 startup investment proposal, directors are traditionally given the briefing materials a week or two in advance to thoroughly evaluate the opportunity and form an independent opinion.
A director may use an “AI Board Member” tool to process data, forecast market trends, or draft potential strategies.
However, the director remains the ultimate decision-maker and must prove they exercised independent judgment and maintained proper oversight while utilizing the technology.
If challenged in court or by regulators, a director’s defense rests on the Business Judgment Rule. To invoke this protection successfully, the director must prove that the AI was treated merely as an expert advisor akin to a consultant or legal counsel whose input was synthesized, critically analysed, and ultimately decided upon by the human director.
Ethical dilemma
Because AI systems operate as “black boxes,” boards cannot rely solely on AI output to inform board mandated decisions.
A decision can only be deemed sound if it aligns with an organisation’s ethical values, legal boundaries, and stakeholder expectations.
To simply say to the regulator on inspection that the diligent software deployed by the company was the tool that made the decision is telling the regulator that the decision made was not their responsibility and that they as board members are not legally and ethically responsible for the results produced by the software.
This is an indefensible argument for a board of directors.
The statement also highlights a fundamental reality in modern corporate governance: that “technology can only automate processes, but accountability cannot be outsourced.”
Companies must treat the review of AI-influenced decisions as a core compliance and fiduciary duty.
Regulators should require them to prove how human leaders measured, validated, and supervised that automated data.
Internal auditors and company secretaries cannot simply accept the software’s final report as absolute truth; Removing human review from AI generated results does not speed things, it simply removes a step that test whether or not the output is efficient and sound, so when an error is published the consequence still sits with the business not the software and this is the actual problem.
Future of governance in Namibia in the face of AI
It is clear that AI is no longer just a backend experiment; it is now a permanent board-level priority requiring ongoing executive oversight.
For Namibian organisations, especially public enterprises answerable to parliament and the public—this shift comes with distinct operational and legal hurdles.
Guarding against algorithmic bias means reshaping how corporate governance views tech. Until Namibia enacts standalone AI laws, leaders must steer their companies using existing industry regulations and the King IV Code/NamCode to keep their decisions safe, rational, and compliant.
*Hafeni Kashimbonde is an independent governance expert and the former company secretary at FirstRand group and FNB Namibia. He currently lends his expertise to Joburg Ballet as a member of two key boards: the Social, Ethics and Transformation Committee and the Remuneration, Nominations and Governance Committee.
