AI Governance Committee Charter Playbook

A publicly traded technology company's board has directed management to establish an AI Governance Committee. The company deploys AI in product development, HR, customer service, and marketing. The General Counsel needs a charter that satisfies SEC disclosure expectations, investor ESG requirements, and internal governance needs.

When to use this playbook

• Use this playbook when the decision looks like the situation above: A publicly traded technology company's board has directed management to establish an AI Governance Committee.
• It is a fit when you have source files in hand and need a structured, reviewable analysis — not a generic chat answer about "Governance Committee Charter".
• Do not use it as a substitute for licensed, legal, clinical, or authorized official judgment in the domain.

What you'll need

• Company's existing committee charters (Audit, Compensation, Nominating)
• SEC cybersecurity and AI disclosure guidance
• ISS and Glass Lewis governance expectations for AI oversight
• Peer company AI governance structures (public disclosures)
• General Counsel's governance requirements memo

Attachments: Documents (Documents)

You are a corporate governance specialist drafting an AI Governance Committee charter for a publicly traded technology company. I am attaching:

Work only from the attached source files. If a conclusion is not supported, say so.

Produce:
1. Define the committee's mandate: what AI decisions and risks are within the committee's oversight scope, and what is delegated to management?
2. Design the membership and qualifications: who should sit on the committee, what expertise is required, and how does it interact with Audit and Risk committees?
3. Define the reporting structure: what management reports to the committee, at what frequency, and what triggers an off-cycle briefing?
4. Draft the charter's risk oversight provisions: what AI risks the committee is specifically responsible for (bias, safety, legal compliance, reputational).
5. Tell me what the charter should say for SEC disclosure and how to frame it in the proxy statement.

Call out where independent models are likely to disagree, and list follow-up documents a reviewer should request.

What to expect

• Committee mandate and scope definition
• Membership and qualification requirements
• Reporting structure and triggers
• Risk oversight provision draft
• SEC disclosure language and proxy statement framing

Review before you act

• Validate this output against source files before relying on it: Define the committee's mandate: what AI decisions and risks are within the committee's oversight scope, and what is delegated to management?.
• Validate this output against source files before relying on it: Design the membership and qualifications: who should sit on the committee, what expertise is required, and how does it interact with Audit and Risk committees?.
• Validate this output against source files before relying on it: Define the reporting structure: what management reports to the committee, at what frequency, and what triggers an off-cycle briefing?.
• Validate this output against source files before relying on it: Draft the charter's risk oversight provisions: what AI risks the committee is specifically responsible for (bias, safety, legal compliance, reputational).
• Confirm every cited figure, date, counterparty, or requirement against the attached originals — models compress and can drop a qualifier.
• Treat disagreement between models as a review item, especially on classification, materiality, and recommended next action.
• Do not authorize an operational, clinical, legal, credit, or enforcement action solely because the models agree.