Power Steering, Not a Brake — How Boards Should Actually Govern AI
Henk S. de Jong
Executive fellow at IESE
Sampsa Samila
Rafael del Pino Chair in Artificial Intelligence and the Future of Organizations, IESE
The Governance Gap
AI is now central to corporate operations. Yet most boards lack a structured way to oversee how their organizations deploy it, manage its risks or capture its value. That gap is no longer just a compliance problem — it is a leadership problem, and it is getting more expensive by the quarter.
The numbers are consistent across surveys from 2024 to 2026: AI adoption is widespread, but most boards have no formal AI oversight structure, and a majority of directors struggle to keep pace with the technology they are meant to govern. In jurisdictions from the US to Europe and Asia, legal doctrine is clear: where a risk is central to operations, boards have a fiduciary obligation to put oversight systems in place. For AI, that obligation is already active.
Two Ways Boards Fail
We recently published a paper(1) that identified two recurring failure modes, each visible in practice.
The first is under-engagement. Boards do not understand enough to challenge management, so investment decisions get approved without scrutiny, or deferred indefinitely. The result is value leakage: scattered experiments, no scaling discipline, and competitors — especially AI-native entrants — capturing what incumbents leave on the table. This failure is invisible in the short term and devastating over a three-to-five year horizon.
The second is over-acceleration. Boards push for rapid deployment before the controls, data infrastructure, and operating model are ready. The result is value destruction: algorithmic bias, data breaches, misleading public claims, and regulatory action. All this is costly, visible and hard to reverse.
Most organizations are exposed to both problems at the same time. They move too slowly to capture value, and too carelessly to manage risk. This is the uncomfortable truth our paper addresses.
Five Responsibilities, One Review Tool
We propose that the board's AI work around five responsibilities grounded in established governance doctrine: purpose, ethics and compliance; business model and strategy; assets, capabilities and capital allocation; risk profile; and leadership selection, evaluation and succession. These are not new duties — they are familiar duties operating under changed conditions.
To make oversight practical and quarterly, the paper introduces the STAR framework: Shareholder Value thesis, Threat Parity, Ability, and Risk Budget. Each dimension asks one essential question. Does every major AI initiative have a clear payoff thesis and a named business owner? Are defenses evolving as fast as AI-powered threats? Does the organization have the data quality, process discipline, and talent to move beyond pilots? And have the risk boundaries been explicitly defined, with accountability assigned before something goes wrong?
STAR is not a compliance checklist — it is the review discipline that stops both failure modes from going undetected quarter to quarter.
The Core Argument
Governance framed as a constraint is governance that slows organizations down. Effective AI governance works like power steering: it gives you directional control at speed. Organizations that have pre-cleared their AI systems for fairness, accuracy and transparency deploy faster, not slower, because the questions that stall every rollout have already been answered.
Boards that govern AI well will not be those with the most sophisticated technology committees. They will be those that ask the right questions, insist on evidence, and hold management accountable for results. AI does not diminish the role of the human leader. It demands more from them than ever.
(1) De Jong, H., Maciejko R., Samila, S. and Wollersheim, C. (2026). "Power Steering, Not a Brake: How Boards Should Actually Govern AI". Working paper.
Family Firms: Purpose, Economic Performance and Social Impact
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IESE's recent research.
ARRIBAS, F., ORMAZABAL, G., CANALS, J. (2026). Corporate Governance in a context of disruption: 2026 IESE survey on boards of directors. IESE.
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