Across the Board
OpenAI Builds New Guardrails
After revealing six previously unreported cases of concerning model behavior, OpenAI is introducing a new framework for tracking, investigating and disclosing AI incidents
“OpenAI revealed six more incidents of unexpected or concerning behaviour by its intelligence (AI) models, and announced a plan for tracking and disclosing such incidents in the future. Some of the previously unreported incidents included models concealing or fabricating information…. AI has come under intense scrutiny in recent days following warnings over the serious potential risks it poses to humans…. OpenAI detailed examples of its AI models misbehaving so they could achieve a task or succeed in a test. The firm also announced a new system to track, investigate and disclose cases of models misbehaving, or "misalignment". Under the framework, developers will be able flag incidents for review, with a new set of rules to decide whether the issue is disclosed publicly.” BBC
Boards Are Moving Faster Than Their Data
A survey of executives at large enterprises finds boards routinely making strategic decisions from outdated forecasts as traditional planning struggles to keep pace with changing business conditions
“Board, the Enterprise Planning Platform, today released The 2026 Planning Intelligence Report, based on a survey of 300 CFOs, CIOs and COOs at enterprises with annual revenues of at least $100 million. Eighty-three percent of respondents say their board has made a strategic decision based on a forecast they already knew was outdated, with 40% reporting significant business consequences from that decision. Eighty-five percent report increased pressure over the past year to make faster decisions, yet only 27% can re-plan in real time. ‘Forecasts go stale when the data behind them moves faster than the planning cycle,’ said Gordon Pothier, CFO of Board. ‘Finance leaders see the consequences, but addressing the problem requires current operational and market information to reach the plan before it gets to the board. Directors need a view of the business that is grounded in the conditions at the time decisions need to be made.’ Businesses are looking to AI to help close that gap, even as the financial case remains uneven.” YAHOO FINANCE
Full Speed Ahead?
As AI leaders sound increasingly urgent warnings, companies keep moving forward—leaving boards to navigate the tension between innovation, oversight and emerging risk
“Companies show little sign of slowing down their deployment of AI despite rising concerns that the most advanced models pose serious risks. In recent days, the heads of leading AI developers have called for new limits and controls on advanced AI research, following a series of cybersecurity breaches and high-profile resignations designed to raise alarm bells. As concerns about potential existential risks reach a new level, the discussion of AI within the corporate world remains measured. The WSJ Technology Council Summit kicked off Monday afternoon in New York City with an informal poll…. In a show of hands, only a few people said they feared that AI could kill us all in the next decade, while about half of attendees indicated that they were in support of slowing down AI development at the frontier and prioritizing safety guardrails…. AI governance is absolutely a priority for companies, but it takes a much more muted tone than the heated public debate involving research pauses and slowdowns and fear of agents slipping control of humans and unlocking massive security risks up to and including a mass extinction event.” WSJ
Govern AI. Transform the Business.
The board’s AI mandate is expanding beyond risk oversight as directors challenge management on investment, execution and the strategic choices needed to turn rapidly evolving technology into enterprise value
“Since the launch of ChatGPT in late 2022, AI has rapidly evolved from a breakthrough technology into a core driver of business transformation…. The board’s role is to oversee whether management is making the right decisions, building the right conditions for success, and adapting with enough agility as the technology, competitive landscape, and regulatory expectations continue to evolve. Directors, on behalf of shareholders, have to govern AI in the short term while also challenging management on the longer-term choices that will shape business strategy…. The value-generating potential of AI is significant, as are its risks. But companies likely won’t realize its transformative effects without focused investment and disciplined execution. Boards have an important role in helping management approach AI as an enterprise transformation and providing oversight of the decisions that matter most.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
AI’s Infrastructure Boom Comes With D&O Baggage
As companies commit billions to data centers, insurers are paying closer attention to whether boards and management are adequately overseeing the risks behind those investments
“Brokers arranging insurance for data center operators may need to give greater attention to directors’ and officers’ liability as billion-dollar investment decisions collide with regulatory change, higher energy costs and organized opposition to new developments…. ‘What concerns me in the D&O space is that there’s massive capital investment, plus rapidly evolving regulations,’ [Anthony] Manna told Insurance Business. ‘This creates a whole new level of responsibility for boards and directors and officers.’ The exposure could emerge through allegations that management made poorly supported capital-allocation decisions, failed to disclose material development risks or responded inadequately when the commercial or political environment changed.” INSURANCE BUSINESS
Boardroom Revolt, Founder Comeback
Automattic’s board tried to sideline founder and CEO Matt Mullenweg. Days later, he was back in charge—and the directors behind the attempted ouster were out
“Automattic’s board is out…after last week’s attempt to oust CEO Matt Mullenweg by voting to put him on a paid leave of absence. After the vote, Mullenweg, the WordPress founder and CEO of WordPress.com parent company Automattic, accused the board of conspiring against him in a post on Automattic’s Slack…. Automattic confirmed to TechCrunch on Saturday that he had returned. Initially, we heard from sources that Toni Schneider…had resigned his Automattic board seat…. We’ve also heard that Mullenweg removed the two other board members, Sue Decker and Gen. Ann Dunwoody…. What prompted the board’s vote still remains unclear.” TECHCRUNCH
No Offseason for Activism
With campaigns becoming a year-round feature of corporate life, boards are being pushed to continuously assess vulnerabilities, investor relationships and their readiness for an activist approach
“The 2026 proxy season has largely borne out our expectations. Activism continued at elevated levels globally in the first half of 2026. Approximately 40% of campaigns involved an M&A-related thesis, fueled by a constructive regulatory and financial environment. However, the high volume of activism has not translated into a corresponding increase in proxy fights going to a vote. Settlements remain the principal mechanism for resolution, with a significant number of settlements being announced prior to any public agitation by the activist. The proxy voting system is also becoming more fragmented, and therefore less predictable…. Activism is No Longer the Crisis It Once Was.The sheer volume of activism activity in the post-COVID era has reduced some of the novelty and reputational risk once associated with being targeted by an activist…. Directors are Battle-Tested. A growing number of public-company boards include one or more directors who have experienced activism in their roles at other companies…. In an ever-evolving activism landscape where activism has become more commonplace, more persistent and year-round, preparedness matters more than ever. Boards and management teams should regularly assess, and discuss with their advisors, their potential vulnerabilities, their relationships with investors, and their response plan in case of an unforeseen approach.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
A Proxy Fight Hits the Slopes
Activist investor Oasis Management has nominated four directors at Vail Resorts, escalating its campaign into a potential showdown over the company’s strategic direction
“The battle over the future of Vail Resorts (NYSE: MTN) is escalating. Activist investor Oasis Management has formally nominated four candidates to Vail Resorts’ board of directors, turning months of speculation about an activist campaign into a potential proxy fight over the direction of North America’s largest ski resort operator…. Notably, the holding is now one of the most significant positions in Oasis’ portfolio — a concentration that helps explain why the activist investor has reportedly been pushing for changes…. Vail said it will evaluate the proposed candidates and present its recommendations to shareholders through the proxy process…. That sets up a potentially significant contest between Oasis’ vision for Vail and the strategy backed by the company’s current leadership.” SNOWBRAINS
Confidence Up. Optimism Down.
Directors are feeling better about current business conditions than they have in nearly two years, even as fewer expect the momentum to last amid cost pressures, geopolitical instability and persistent uncertainty
“Public company directors are feeling better about business conditions today than they have at any point since the end of 2024. But they aren’t counting on that momentum to carry into the year ahead. Corporate Board…finds directors rating current business conditions at 6.1 out of 10, up from 5.9 in Q2 and the highest reading since December 2024, when confidence stood at 6.7…. The share of directors forecasting improvement over the next 12 months declined 11 points in Q3, from 34 percent to 23 percent…. Asked what’s driving their outlook, cost pressures and geopolitical instability dominated the concerns of directors expecting conditions to weaken…. Directors may be adjusting to volatility, but they still see an unusually large number of variables outside their companies’ control.” CORPORATE BOARD MEMBER
The Purpose-Profit Test
Five years after CEOs embraced a broader definition of corporate purpose, Business Roundtable looks at how the stakeholder model has held up—and what it was actually intended to accomplish
“Next week marks five years since Business Roundtable updated its Statement on the Purpose of a Corporation, declaring that companies should aim to deliver long-term value to all of their stakeholders — customers, employees, suppliers, the communities in which they operate, and their shareholders. Five years on, we are taking stock of how Roundtable members have progressed in delivering both purpose and profit…. Following lengthy discussion, in 2019, the CEOs agreed that the 1997 statement leant itself to misinterpretation and did not clearly reflect the way they aspire to run their companies…. In the long term, the interests of a company’s stakeholders are inseparable. No single stakeholder will succeed unless they all do…. It was not a call on companies to address every societal challenge, but rather to focus on those who contribute directly to a company’s success.” BUSINESS ROUNDTABLE
