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    Roughly One-Third of Large U.S. Companies Now Disclose Board Oversight of AI, ISS-Corporate Finds

    ROCKVILLE, Md. (March 19, 2025) – ISS-Corporate, a leading provider of compensation, governance, cyber risk monitoring, and sustainability offerings to help companies improve shareholder value and reduce risk, today announced the results of an analysis of disclosure around board oversight related to artificial intelligence (AI) at S&P 500 companies between 2022 and 2024, as well as the year-over-year growth in shareholder proposals on the topic in 2024. The report found that the percentage of S&P 500 companies disclosing some level of board oversight or AI competency in their proxy statements soared more than 84 percent between 2023 and 2024, and more than 150 percent from 2022 to 2024. As of 2024, 31.6 percent of the S&P 500 disclosed some level of board oversight of AI, with board oversight defined as specific committee oversight responsibility, director(s) with AI expertise, and/or an AI ethics board.

    The report found significant increases in disclosed board oversight across all industries, as the functionality of AI continues to develop and extend beyond IT capabilities. Predictably, the Information Technology sector saw the highest level of board AI oversight, with 51 percent of companies disclosing some level of oversight or expertise. Companies in the Communications, Health Care, and Communications Services industries also disclosed high levels of AI oversight.

    Director expertise in AI rapidly increased in the period studied, the report found, with 20 percent of S&P 500 companies disclosing having at least one director with AI expertise as of 2024, versus just under 14 percent in 2023 and 11 percent in 2022.

    Explicit disclosure of full board or committee oversight of AI also saw a dramatic increase but remains uncommon with just 11 percent of S&P 500 companies disclosing this approach as of 2024. Among the companies that disclosed the delegation of AI oversight to a specific committee(s) and/or the full board in 2024, the full board was the top choice. In previous years, the majority of the responsibility was given to audit and risk committees. The shift may indicate that corporate issuers are recognizing the need for more extensive and higher level oversight or interpreting risk ramifications that extend beyond cybersecurity. In addition, compared with the previous year, more companies delegated this responsibility to committees other than audit and risk, including those focused on environmental and social impact, public policy, security, and value creation, reflecting the variety of areas in which AI can impact business operations.

    Shareholder proposals centered on AI saw a sharp rise from 2023 (four proposals) to 2024 (19 proposals), indicative of increasing shareholder concern and interest towards how companies are addressing associated risks and impacts. The majority of 2024 AI-related proposals called for third-party evaluation reports and impact assessments, reflecting a growing appetite for access to information given the human capital as well as increased urgency in the marketplace to see profitability of AI initiatives after massive investments. Media and Entertainment companies – inclusive of both online platforms and interactive media such as Alphabet and Meta, and more traditional Media and Entertainment firms such as Warner Bros. and Paramount – received the most AI-related proposals of any industry, likely due to the implications of this technology for the arts, content generation and intellectual property/capital.

    “Artificial intelligence will be a key focus for both investors and boards through the forthcoming U.S. annual meeting season and beyond, as investors seek to understand how this fast-evolving technology will impact companies and boards adopt and evolve to cope with emergent risks and opportunities,” said Jun Frank, Managing Director and Global Head of Compensation and Governance Advisory at ISS-Corporate.

    Read ISS-Corporate’s full analysis here.

    Companies turn to ISS Corporate Solutions, Inc. (“ISS-Corporate”) for expertise in designing and managing governance, compensation, sustainability, and cyber risk programs that align with company goals, reduce risk, and manage the needs of a diverse shareholder base by delivering data, tools, and advisory services. ISS-Corporate’s global client base extends across North America, Europe, and Asia, as well as other established and emerging markets worldwide. ISS-Corporate is a wholly owned subsidiary of Institutional Shareholder Services Inc. (“ISS”). ISS-Corporate provides advisory services, analytical tools and publications to companies to enable them to improve shareholder value and reduce risk through the adoption of improved corporate governance practices. The ISS research teams, which are separate from ISS-Corporate, will not give preferential treatment to, and are under no obligation to support, any proxy proposal of a corporate issuer nor provide a favorable rating, assessment, and/or any other favorable results to a corporate issuer (whether or not that corporate issuer has purchased products or services from ISS-Corporate). No statement from an employee of ISS-Corporate should be construed as a guarantee that ISS will recommend that its clients vote in favor of any particular proxy proposal or provide a favorable rating, assessment or other favorable result. For more information, please visit https://www.iss-corporate.com/

    ISS STOXX GmbH, through its group companies, is a leading provider of comprehensive and data-centric research and technology solutions that help capital market participants identify investment opportunities, detect qualitative and quantitative portfolio company risks, and meet evolving regulatory requirements. With roots dating back to 1985, we today deliver world-class benchmark and custom indices across asset classes and geographies and serve as a premier source of independent corporate governance, sustainability, cyber risk, and fund intelligence research, data, and related offerings. Our products and services give clients the scale and leverage they need to grow their business more effectively and efficiently.
    ISS STOXX, which is majority owned by Deutsche Börse Group, is comprised of more than 3,400 professionals operating across 33 global locations in 15 countries. Its approximately 6,400 clients include many of the world’s leading institutional investors who turn to ISS STOXX for its objective and varied offerings, as well as companies focused on ESG, cyber, and governance risk mitigation as a shareholder value enhancing measure. Clients rely on ISS STOXX’s expertise to help them make informed decisions to benefit their stakeholders.