ABSTRACT
Artificial intelligence (‘AI’) is no longer a peripheral tool in Australian boardrooms. It is being deployed across credit decisioning, fraud and scam detection, customer service, financial advice, cybersecurity monitoring, and increasingly board and management decision-support itself. This uptake proceeds against a regulatory backdrop in which Australia has, to date, chosen not to enact AI-specific statutory duties for directors, relying instead on the existing, technology-neutral framework of Chapter 2D of the Corporations Act 2001 (Cth). ASIC has been explicit that this framework already extends to AI by stating that ‘the current law applies to the use of AI … the same legal obligations continue to apply, irrespective of the technology used’.
This article examines how the general law and statutory duties of directors apply to a board’s decision to deploy AI tools within an Australian registered company. The article covers whether, and to what extent, those duties are elevated for a company admitted to the official list of the ASX; and the distinct but related risk that AI is being weaponised by criminals to attack the very companies whose boards are simultaneously being urged to adopt it. The issue forms a catch 22 in that there are possible conflicting obligations where board are required to act in the best interest of the company that they oversee, which may require them to deploy business enhancing technology such as AI tools and at the same time to manage regulatory obligations such as privacy and data security. The central issue revolves around director’s duties and AI governance policy development.
McCullagh, Adrian, Australian Directors’ Duties and the Deployment of Artificial Intelligence (August 21, 2026).
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