Six steps to improving board governance during complex times
Board governance is drowning in data, consensus and compliance. Grit Young sets out six key steps on how to redesign governance models for a fast-paced modern world
The EY Board of the Future Study has revealed a governance model under severe strain.
The study involved a series of in-depth interviews with non-executive directors (NEDs) of some of the world’s largest listed companies and uncovered growing governance challenges, with most interviews reporting difficulties in maintaining oversight across vast, multi-market operations while finding sufficient time for critical strategic foresight.
Participants also offered useful insights on how to address today’s governance risks and challenges, which have been distilled into a set of six priority areas for change – the six-step agenda for reimagining governance.
Step 1: Free up time to focus on the topics that matter most
Interviewees report feeling overwhelmed by the volume of information provided and the time commitments expected.
As NEDs spend more time on regulatory adherence, their capacity for strategic foresight and operational understanding across the enterprise diminishes. The risk of unforeseen failures rises as a result. This, in turn, is driving a need for greater board efficiency to free up bandwidth to spend more time on strategic focus.
Actions for the board to consider
Several steps can be taken to improve efficiency, including redesigning board packs to distil data into actionable insights.
They also involve reshaping meeting agendas to focus on fewer, higher‑value topics.
In addition, artificial intelligence (AI) can be used to free up board bandwidth for the highest‑value activities, while streamlining board processes and helping directors more easily absorb insights from lengthy board packs.
Step 2: Change ways of working to allow the board to deliver full value
Effective governance depends on boards and management teams jointly identifying problems and opportunities and determining the best path forward.
However, many directors report receiving either overly filtered information that limits the scope of board judgment or an excessive volume of data lacking in actionable insights.
This, along with disconnects between directors and management teams, naturally impairs board effectiveness.
Actions for the board to consider
To overcome these obstacles, boards should build trust with management teams to enable open and candid discussion of the issues facing the organisation.
In addition, they should promote professional board skills and training, and give senior executives board experience to change their perceptions of the value boards can offer organisations.
Step 3: Engage the ecosystem to improve foresight and sensing
The current board model tends to be focused on historical data and compliance and is ill-equipped to deal with a complex and fragmented future.
This failure to prioritise future-oriented thinking leads to reactive governance as the pace of change quickens. This, in turn, hinders a board’s ability to proactively guide the company, especially during dramatic shifts in the trading environment.
In addition, the study identified how a lack of fresh, diverse perspectives and inadequate access to expertise on emerging topics are limiting boards’ ability to bring creative approaches to new challenges.
Actions for the board to consider
Boards should engage in future scanning and scenario planning, harnessing AI.
They should also review their own composition and consider assigning certain roles for shorter durations or rotating experts to inject fresh perspectives more frequently.
Committee structures play a valuable governance role, but they tend to be quite rigid, which imposes limitations. Boards should consider working in sprints with diverse teams to overcome these limitations.
Step 4: Encourage curiosity and critical challenge to prevent governance failures
There is a strange paradox at work in today’s boardrooms. Board effectiveness depends on independent thought, curiosity and critical challenge, yet internal cultural pressures and consensus-seeking often stifle debate. Boards can face subtle yet powerful pressures that can lead to groupthink.
Most seriously, the need to achieve unanimous voting can create a cultural penalty for dissent. That culture can lead to a lack of critical challenge, producing institutional ignorance and ethical blind spots, significantly increasing the risk of corporate failure.
Actions for the board to consider
One way to address this is to broaden the director pool by looking for diversity in age.
For example, this can be done through next generation shadow boards or engineer a contrarian mindset by creating a permissive environment in which constructive debate and challenge can take place.
Step 5: Simplify and streamline governance mechanisms
The complex structures, numerous subsidiaries and diverse jurisdictions of large global enterprises create governance challenges and make it difficult for NEDs to know with real confidence what is happening across the organisation and that they aren’t about to receive unpleasant surprises.
This, in turn, can create a governance dissipation effect.
Many of the directors interviewed prioritise simplifying and streamlining governance mechanisms to address these challenges. They see value in implementing consistent, standardised, yet locally adaptable governance arrangements across the organisation.
Actions for the board to consider
A key priority is closer engagement with key stakeholders and operations through direct exposure outside formal board meetings, such as curated site visits.
This should be complemented by the strategic simplification of the organisation’s ownership arrangements and operational structures.
Step 6: Employ AI to augment board capabilities
Study participants readily acknowledged their organisation’s underutilisation of AI in operational and governance matters, resulting in boards missing opportunities to enhance efficiency and extract deeper insights into enterprise governance and operations, while leaving them ill-prepared to effectively oversee risks and opportunities presented by the technology.
The 2025 proxy season review reveals a growing focus on how AI is governed and on directors’ capabilities.
According to the EY report, the percentage of institutional investors prioritising responsible AI for engagement rose from 19 percent in 2024 to 36 percent in 2025.
The use of AI by boards and the establishment of responsible AI frameworks within the enterprise are not separate; they are integral. AI risks, including those associated with reliability, explainability, compliance, ethics and transparency, exist as much in the board as in the broader enterprise.
Actions for the board to consider
Boards should consider establishing a responsible AI framework for the enterprise to increase confidence in the technology, and help the organisation to pursue AI initiatives at speed.
They should also harness AI as a catalyst for human-centric governance, augmenting – not replacing – the board’s responsibilities and using it for real-time, data-driven insights and predictive analytics for decision support.
Seize the opportunity to reimagine
The consensus among study participants is that the current governance model is under strain and, without remedial action by boards, will eventually buckle.
However, recognising risks doesn’t necessarily translate into action to address them. Organisational inertia protects the status quo. It is up to board chairs and NEDs to challenge this drive for change before a crisis forces it on them.
This must go beyond incremental change and involve more significant reform, or even fundamental transformation, where required.
By embracing the six-step agenda for reimagining governance, boards can transform from sometimes reactive, oversight-oriented bodies to agile, forward-looking strategic partners to the management team, helping to deliver sustained value creation in a dynamic global environment.
Grit Young is Technology, Media and Entertainment and Telecommunications Industry Leader at EY Ireland