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For decades, the role of the Board of Directors has centered on its non-delegable duties : approving the company’s strategy, overseeing the chief executive, and ensuring the continuity and proper governance of the business. However, the emergence of Artificial Intelligence is beginning to profoundly transform the way Boards fulfill these responsibilities. Far from being just another operational tool, Artificial Intelligence has become a new instrument of impact within the Corporate Governance System. Its influence is already visible in critical areas such as risk management, the quality of board deliberations and decision-making, and the overall efficiency of the Board’s functioning. The first major transformation lies in the ability to anticipate risks . The speed of economic, regulatory, and technological change has outpaced traditional oversight mechanisms. AI enables the analysis of millions of data points in real time , detecting early warning signals that would previously have gone unnoticed. This does not replace human judgment, but it allows Boards to adopt a more dynamic, predictive , and strategic outlook. Imagine a dashboard highlighting potential cyber, sustainability, or reputational risks before they materialize. The challenge is no longer access to information, but the ability to interpret it with discernment and responsibility. AI does not replace prudence, it amplifies it. The second transformation directly affects the quality of decision-making . Until now, Board deliberations have relied on static information: finalized reports, summarized presentations, and conditional forecasts. Artificial Intelligence introduces a new dynamic, generating alternative scenarios, simulations , and contrasts that enable directors to question their own assumptions. This potential demands new competencies. Directors must understand how models function , what biases they may contain, and to what extent their recommendations can be interpreted. The future of corporate governance will blend intuition and augmented analysis , forging an alliance between human experience and algorithmic intelligence. The third area of transformation relates to the efficiency of the Board’s internal processes. AI-based tools can automate document classification, synthesize financial reports, or identify inconsistencies in ESG disclosures. These solutions free up time and energy for what truly matters: thinking, debating, and deciding . A more agile Board is not necessarily a more technological one, but rather one that is more focused on its purpose. When properly integrated, technology does not dehumanize governance, it restores space for collective reflection and strategic thought. All this gives rise to a new challenge: the governance of Artificial Intelligence itself . Many Boards still do not feel prepared to oversee the strategic and ethical use of these technologies, yet the responsibility is already upon them. AI must become part of the Corporate Governance System , embedded in risk or audit committees, internal policies, and the ongoing education of directors and executives. Governing AI does not require mastering its technical complexity, but ensuring that its use remains aligned with the organization’s purpose , values, and long-term interests. Added to this is the ethical dimension : the dilemmas that AI introduces into decision-making and accountability. Issues of responsibility, transparency, and the social impact of algorithmic decision-making within governance systems deserve focused analysis, an issue I will address in an upcoming article. Artificial Intelligence is not merely a challenge; it is an opportunity to strengthen the legitimacy and relevance of Boards. Those that learn to integrate it with discernment and integrity will enhance their capacity for anticipation, transparency, and sustainable value creation. The Boards of the future will not be those that best understand technology, but those that can turn  information into wisdom  and  innovation into trust . Artificial Intelligence offers a unique opportunity to rethink how we decide, how we oversee, and above all, how we serve the purpose of the organizations we govern. The challenge is no longer to adapt to AI, it is to lead with it .

Every boardroom has a special seat, a seat unlike the rest. It is the uncomfortable chair . Not because of its design or its position at the table, but because whoever takes it, accepts the responsibility of saying what others prefer to leave unsaid . This director is the one who asks the hard questions , who challenges assumptions, who points out risks in moments of euphoria and reminds everyone of limits when everything seems possible. Ultimately, it is the person who understands that their fiduciary duty to the company must prevail over personal convenience. The presence of the uncomfortable chair is a sign of a mature board . It is not a secondary role, but a critical one for safeguarding the quality of Corporate Governance. Where no one dares to challenge, complacency quickly sets in. And complacency, sooner or later, paves the way for strategic mistakes , power imbalances, and crises that could have been prevented. The uncomfortable director keeps constructive tension alive , the kind of tension that strengthens decision-making and acts as an antidote to the blind spots that every executive team and board inevitably has. Still, the line between being an uncomfortable director and becoming the “enemy” is thin. It is not about opposing for the sake of it, nor about seeking personal prominence at the expense of the collective. The difference lies in intent and in delivery . A Director who challenges with purpose does not aim to win arguments but to shed light on areas that need deeper reflection. They don’t tear things down, they create space for new perspectives . Their discomfort is not born of gratuitous friction but of the conviction that timely questioning makes the company stronger. Those who take the uncomfortable chair often share a distinctive profile . They are Directors with independent judgment , usually forged through careers that exposed them to uncertainty, complexity, and difficult decisions. They are not afraid of social pressure inside the boardroom or of standing alone in a debate, because they know their role is not to be popular, but to be useful. Often, they are guided by strong professional ethics , able to hold a position even if it is not the majority view, and experienced enough to do so calmly, without provocation. At the same time, they master the subtle art of influence . They know when to speak and when to remain silent, when to open a debate and when to let the evidence speak for itself. They manage timing carefully , choose their tone wisely, and understand that how a question is asked matters as much as the question itself. Their goal is not to be right at all costs, but to ensure the board makes the best possible decision . Above all, they know that the legitimacy of their discomfort comes from consistency: their questions, warnings, and doubts are always aligned with the company’s best interests , never with a personal agenda. The uncomfortable chair also requires a delicate balance. Raising doubts inside the boardroom while standing behind the board’s decisions outside of it. Loyalty to the collective body does not mean uniformity of thought, but shared responsibility. A Director who challenges at the table yet supports the decisions once made demonstrates professionalism and commitment , reinforcing trust in the Corporate Governance System as a whole. Those who occupy the uncomfortable chair with courage, rigor, and respect become indispensable allies for the sustainable success of the organization. Their moral authority comes not from silence or popularity, but from the courage to voice what no one else dares to say—always in service of the company and its stakeholders. Taking that chair is not a luxury or an eccentricity. It is, quite simply, a responsibility .

In the private equity sector, generating Alpha , achieving returns above market benchmarks, has become an increasingly sophisticated and complex objective. Financial structuring and operational improvements, while essential, are no longer sufficient on their own to secure sustainable competitive advantage. In this context, corporate governance has emerged as a critical differentiator , capable of determining whether an investment merely meets its thesis or significantly exceeds it. A well-aligned board of directors, with clearly defined roles, robust dynamics, and effective oversight, serves as a strategic catalyst. Yet experience demonstrates that many portfolio companies exhibit governance gaps that, if not addressed proactively, can erode value. These include overextended Chairs, agendas that fail to prioritize strategic imperatives, or Troikas (Chair–CEO–Investor) lacking cohesion and alignment. The key to mitigating these risks lies in measuring what has historically been intangible. Just as financial KPIs provide foresight into performance outcomes, systematic evaluation of the corporate governance framework offers early indicators of execution capability, strategic alignment, and leadership quality. Our analysis of portfolio company boards, highlights the measurable impact of governance assessments on alpha generation: Boards with high governance effectiveness are twice as likely to achieve value creation milestones , whether during initial transformation, mid-cycle optimization, or pre-exit preparation. Strong Troika alignment increases execution confidence by more than 30% , generating measurable momentum on critical strategic initiatives. Systematic evaluations enable governance gaps to be identified up to 12 months before financial stress indicators appear, allowing for timely corrective action. Structural board adjustments, including size, composition, and working dynamics, enhance decision-making agility and strengthen accountability. There is no universal blueprint for building a high-performing board in portfolio companies. Practices that succeed in turnaround scenarios may be less effective during high-growth phases. Consequently, true value lies in defining, through objective evaluations and comparative data, what constitutes board excellence for each fund and each portfolio company. Developing a metrics-driven governance framework allows funds to identify trends correlated with success, anticipate risks, and adapt the governance model to the company’s strategic context. This transforms corporate governance from a compliance obligation into a tangible, repeatable value-creation lever . A rigorously evaluated governance system, grounded in reliable data, is a fundamental engine of value. Private equity investment is not limited to capital structures and operational initiatives; it encompasses leadership, board dynamics , and the capacity to execute with strategic vision and discipline. Funds that place governance evaluation at the core of their strategy achieve not only enhanced resilience but also strengthened confidence from limited partners, co-investors, and executive teams. In sum, assessing and optimizing corporate governance is not a control exercise, it is a strategic driver of sustainable alpha generation .

A company’s reputation can be compromised in minutes , especially when a crisis originates on social media. A viral comment , a video complaint, or a coordinated campaign can escalate into a strategic problem if no prior preparation exists . For this reason, Boards of Directors must not limit themselves to waiting for management to react; they must anticipate and equip themselves with specific methodologies and training to address these scenarios with rigor and effectiveness. One essential tool is conducting digital crisis simulations . Just as responses to fires or cyberattacks are rehearsed in other areas of risk management, it is fundamental for Boards to train for reputational scenarios in the digital space. Through simulated exercises, directors can experience in a controlled environment how a boycott on social media evolves, which decisions are critical in the first hours, and what role each Board member should assume. These simulations reveal weaknesses , improve coordination, and strengthen confidence in the company’s ability to respond. Another methodology is the mapping of reputational risks . Most companies identify financial or regulatory risks, but few maintain an updated map of digital threats. The objective is to identify which groups , either dissatisfied customers, or discontented employees, social activists, or aggressive competitors, could trigger a social media crisis , and to assess the likelihood and potential impact of each scenario. Presented regularly to the Board, this information supports prioritization and helps define acceptable levels of reputational risk. Equally important is the creation of an ad hoc digital crisis committee . When an incident occurs, leadership roles, information flows, and the timing of Board involvement cannot be improvised. Defining in advance the responsibilities of the Chair, the CEO, the Corporate Secretary, and the Head of Communications ensures that the response is both rapid and coordinated . Clear criteria should also be established to determine which crises require immediate Board intervention and which can be managed at the executive level. Preparation must also include training in high-pressure communication . Directors and executives need the skills to manage messages under intense scrutiny , both from traditional media and from digital platforms where reactions are instantaneous. Role-play simulations , case analyses, and specific training in social media communication provide the organization with the resilience required to protect credibility during critical moments. Monitoring and active listening are equally vital. Embedding social listening tools into periodic Board reports enables early detection of crises before they escalate. Metrics such as volume of mentions, sentiment of conversations, and velocity of dissemination provide early-warning signals that support strategic decision-making. The objective is not to overwhelm the Board with operational details, but to deliver a clear and concise picture of emerging risks. Finally, establishing a culture of continuous learning is essential. Every crisis, whether internal or external, should be treated as an opportunity for improvement . Analyzing mistakes, identifying best practices, and reviewing relevant sector cases contribute to developing a living digital crisis management playbook . Updated and shared at the Board level, such a resource enhances the organization’s adaptability and sends a message of resilience and transparency to stakeholders. Boards of Directors must acknowledge that digital reputation is a strategic asset . Anticipating, rehearsing, and learning are the keys to transforming potential risks into competitive advantages: being recognized as solid, responsible organizations , prepared to face the challenges of the digital era.