Artificial intelligence and organizational transition boards of directors: Toward enhanced and high-performance governance

Abstract

The rapid development of artificial intelligence raises fundamental questions regarding the governance of corporations. Drawing on a comparative legal methodology — examining Moroccan law (Law No. 17-95, as amended by Law No. 20-19) alongside the French, European (AI Act), American (Delaware), British, and German legal systems — this article analyzes the conditions under which AI can be integrated as a decision-support tool within boards of directors, as well as the resulting legal consequences. The first part demonstrates that AI constitutes a real lever for improving governance by reducing information asymmetries, strengthening risk oversight, and automating administrative tasks, while remaining legally incapable of replacing the sovereign deliberation of directors. The second part establishes that the use of AI intensifies the fiduciary duties of diligence and disclosure incumbent upon directors, that algorithmic opacity constitutes a major legal obstacle to the adoption of AI in governance, and that Moroccan law is insufficiently equipped to regulate these uses, necessitating urgent legislative reform. The article concludes by proposing the model of the “augmented board of directors,” in which AI acts as a powerful analytical tool under mandatory human supervision, preserving the irreducible primacy of human judgment.

Keywords: Artificial intelligence; Corporate governance; Board of directors; Fiduciary duty; Algorithmic transparency; Executive liability; AI Act.

Received Date: June 19, 2026

Accepted Date: July 10, 2026

Published Date: August 01, 2026

Available Online at: https://www.ijsrisjournal.com/index.php/ojsfiles/article/view/912