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Harnessing AI in the Boardroom - The Augmented Company Secretary

As artificial intelligence continues to rapidly advance, company secretaries are redefining governance best practice. At MUFG Corporate Markets we are integrating AI into our services to enhance efficiency, accuracy and insight while maintaining strict data governance, confidentiality and human oversight.

It is crucial for boards and management to understand how to harness the potential of AI while preserving the irreplaceable human elements of good governance. Our Corporate Governance experts advise clients on how to benefit from AI efficiency gains while maintaining best practice corporate governance.

The Opportunity: Smarter, Faster Governance

AI can significantly uplift board capability and secretariat functions by streamlining administrative work and enhancing insights.

This is not a distant prospect – it is happening now, and MUFG Corporate Markets is investing in the AI tools and expertise to ensure our clients are positioned to benefit.

Opportunities include:

  • More efficient preparation of board packs and minutes.
  • Real-time monitoring of regulatory developments across increasingly complex compliance frameworks.
  • Detecting patterns or anomalies in financial and operational data.
  • Data-driven insights to support strategic decisions.
  • Monitoring actions, decisions and benefits over time.

For company secretaries, this means less time spent on administrative tasks and more capacity to focus on advising the board. For directors, it can mean clearer visibility over complex issues.

Efficiency gains provide opportunity but tell only part of the story. The company secretary’s role extends far beyond administrative tasks into territories where AI remains fundamentally limited. At its core, the position demands nuanced judgement, relationship management, and ethical stewardship – qualities that resist algorithmic replication. MUFG Corporate Markets understands this distinction intimately, and our advice to clients is always grounded in the principle that technology should enhance, never replace, human judgement.

The Risk: Automation Without Accountability

The critical governance question is not if AI is useful – but whether boards might rely on it too heavily.

  • AI-generated outputs can appear authoritative, but are not infallible. 
    Errors, omissions, or subtle biases can easily go unnoticed if not properly interrogated.
  • Directors must still exercise care, diligence, and independent judgment. Past governance failures – such as James Hardie and The Star Entertainment Group – arose where there were systemic failures in governance culture. When information is accepted without sufficient challenge and there is insufficient evidence that boards have engaged with the material.
  • The minutes are an important record to evidence that the board has discharged its duties. While AI tools can make minute taking more efficient, the judgement about what is recorded remains nuanced and cannot be automated.

Effective company secretaries cultivate trust with directors, regulators, shareholders, and advisers. They provide confidential counsel, manage sensitive communications, and navigate complex stakeholder (including regulatory) relationships. These interactions require empathy, discretion, and the ability to tailor communication styles to different audiences - capabilities rooted in human connection rather than computational power.

Guidance on Effective, Safe and Responsible AI Governance

A joint statement by the Australian Institute of Company Directors and Governance Institute of Australia (informed by a legal opinion from Senior Counsel) outlines the risks of using AI tools for routine governance tasks. These risks are heightened for ASX Listed entities and those operating in highly regulated sectors.

A key concern is that recordings will be discoverable and admissible as evidence, with the potential for content in the formal board minutes to be taken out of context.

The joint statement provides detailed guidance on guardrails and checks that can be implemented. It is essential reading for all directors, company secretaries and management.

Effective Board Minutes and the Use of AI, A Joint Statement by the Australian Institute of Company Directors and Governance Institute of Australia, May 2025

The Future: The Augmented Company Secretary

The most effective company secretaries will be those who embrace AI as a powerful ally rather than view it as a threat. By delegating routine tasks to intelligent systems and improving efficiencies for their organisation, they can redirect energy towards the strategic, advisory, and relational dimensions of the role – the areas where human judgement remains paramount. MUFG Corporate Markets is investing in precisely these capabilities, partnering with clients to embed AI thoughtfully and build governance frameworks that are fit for the future.

Rather than resulting in obsolescence, AI allows company secretaries to focus on what they do best: providing expert counsel, maintaining governance standards, and ensuring that the organisations they serve operate with integrity and accountability. In an age of increasing automation, these distinctly human contributions become not less important, but more so. MUFG Corporate Markets stands alongside our clients on this journey – as a fellow investor in AI innovation, and as a trusted adviser on what good governance looks like in a rapidly evolving landscape.

Key Takeaways

AI is a governance tool, not a governance officer. Use it to enhance efficiency – it does not replace accountability.

Your company secretary is your board's institutional memory and your first line of governance defence. Invest accordingly.

The boards that navigate complexity well in the future will be those that invest in AI to augment their governance professionals and make deliberate decisions on where it is important to retain human elements. MUFG Corporate Markets partners with our clients to make those decisions well.

Nicole Graham

Nicole Graham
General Manager, Corporate Governance
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