For Non-Executive Directors
NED AI Obligations in Ireland
The EU AI Act creates oversight obligations that land on boards. If you are a non-executive director, here is what you need to know — and what you should be asking.
Why this matters for NEDs specifically
Non-executive directors are the governance layer. When AI systems make decisions that affect employees, customers, or the public, the board carries oversight responsibility. The EU AI Act does not create a separate liability regime for directors — but it creates organisational obligations that boards must ensure are met. Irish company law duties of care and diligence apply to how that oversight is exercised.
Most boards have not yet had a structured conversation about AI governance. Many NEDs are aware of AI as a strategic opportunity but have not been briefed on the regulatory obligations, the risk exposure, or the governance structures needed. That gap is now a liability.
What NEDs should be doing
- Understand what AI systems the organisation deploys and how they are classified under the EU AI Act
- Ensure a governance framework exists with clear accountability, escalation paths and review cycles
- Verify that high-risk AI systems have documented human oversight mechanisms
- Satisfy yourself that management can answer basic AI governance questions — and challenge them when they cannot
- Ensure the board receives regular reporting on AI risk, incidents and compliance status
- Consider whether AI governance expertise is represented at board or committee level
Seven questions every NED should ask
- What AI systems are we currently using across the organisation?
- Have any been classified as high-risk under the EU AI Act?
- Who is accountable for AI governance, and is that documented?
- What is our process for evaluating AI tools before deployment?
- What happens if an AI system produces a discriminatory or harmful outcome?
- Are we compliant with the EU AI Act obligations that are already in force?
- What is our remediation roadmap for August 2026?
If management cannot answer these questions clearly and promptly, that is itself information the board needs to act on.
Delivered by a practising NED
Ger Perdisatt is a current Non-Executive Director at Dublin Airport Authority and Tailte Éireann. He understands the NED role from the inside — the information asymmetry, the reliance on management briefing, and the challenge of exercising meaningful oversight over domains where the board has limited technical depth.
Before founding Acuity AI Advisory, Ger served as COO of Microsoft Western Europe — governing technology adoption at scale across 14 European markets. That combination of board-level governance experience and senior operational technology leadership is what makes this advisory different.
Common questions
What AI obligations do non-executive directors have under the EU AI Act?
The EU AI Act places obligations on organisations that deploy AI systems, not just those that build them. Non-executive directors carry oversight responsibility for ensuring the organisation has appropriate governance structures, risk classification processes, and human oversight mechanisms in place. While the Act does not impose personal liability on individual directors explicitly, existing Irish company law duties of care and diligence apply to how boards govern AI risk. A NED who cannot demonstrate that the board exercised adequate AI oversight is exposed.
Do NEDs need technical AI knowledge?
No. Non-executive directors do not need to understand how AI models work technically. What they need is sufficient literacy to ask the right questions, identify when management's answers are inadequate, and hold the executive team to account on AI risk. The gap for most NEDs is not technical expertise — it is the governance language and frameworks to exercise effective oversight. Our NED advisory is specifically designed to bridge that gap.
How is AI governance different from IT governance for boards?
AI governance goes beyond traditional IT governance because AI systems make decisions that affect people — employees, customers, citizens. The EU AI Act creates specific obligations around transparency, human oversight, and non-discrimination that do not apply to conventional IT systems. A board that treats AI governance as a subset of IT governance will miss the regulatory, ethical, and reputational dimensions that require board-level attention.
What should a NED do if the board has not discussed AI governance?
Raise it. Under Irish company law, directors have a duty to exercise due care, skill, and diligence. If AI is being used across the organisation and the board has not discussed governance, risk classification, or EU AI Act readiness, that is a gap the board needs to address. The first practical step is requesting a structured AI governance briefing — not a vendor demo, but an independent assessment of exposure and obligations.
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