Wilmington
The Caremark duty now reaches AI.
Delaware doctrine holds directors personally liable for failing to maintain a functioning system for monitoring known risks. AI is now a known risk. “We hadn’t gotten to it yet” is not a system.
Board Advisory · AI oversight
The item your board keeps deferring is the one it will be judged on.
AI oversight is now a fiduciary matter — Delaware doctrine, SEC disclosure, D&O renewals. We put a working answer in front of your board in a single agenda slot: what management is actually running, what it exposes you to, and the questions to ask before someone else asks you.
Prefer to go direct? The principal reads his own mail: paul.washburn@sovereign-action.com
Board of Directors — regular meeting
Agenda · third quarter
- 1.Call to order·
- 2.Approval of prior minutes·
- 3.CFO report — quarterly results·
- 4.Audit committee report·
- 5.Compensation committee report·
- 6.CEO report·
- 7.Artificial intelligence oversightDeferred
- 8.Executive session·
Item 7 — deferred Q4, deferred Q1, deferred Q2.
The state of the boardroom
Your peers are not ahead of you. Almost no one is.
66%
of directors report limited or no knowledge or experience of AI
NACD, 2026
9%
of companies have a formal, board-adopted AI policy
ISS STOXX, 2026
6%
of boards receive AI reporting metrics from management
NACD Board Practices Survey, 2025
+10.9
points of return-on-equity advantage for boards with AI-savvy directors
MIT CISR
Meanwhile 88% of organizations already run AI in at least one business function. The gap between what companies are doing and what boards can see is the widest it has been since cybersecurity in 2016 — and it is closing the same way: through liability.
Why this stopped being optional
The question is coming from three addresses.
Washington
Disclosure is moving from voluntary to expected.
The SEC has brought enforcement against AI-washing, and its Investor Advisory Committee has recommended that companies disclose the board’s AI oversight mechanisms. The reporting season that pattern produces is predictable — cybersecurity ran the same script.
Your insurer
D&O renewals are starting to ask.
Underwriters have begun adding AI governance to renewal questionnaires. The renewal where the board has no documented answer is the expensive one.
None of this requires your board to become technologists. It requires a documented system of oversight — questions asked, reports received, decisions minuted.
Three engagements, in sequence
Start with one agenda slot. Stop whenever it stops earning.
Prices are published because your time is worth more than a discovery process. Each engagement stands alone; each one also pays for the next decision to be an easy one.
- 01
The Board Briefing
$12,500 · fixed fee
One agenda slot · ninety minutes · your boardroom or remote
The full board, one session, no theater. The liability landscape as it stands, a live demonstration of what AI agents actually do inside a company like yours, and the questions your board should be putting to management — before someone else puts them to you.
Credited in full against an assessment commissioned within ninety days.
The board keeps
- A board-pack pre-read, six pages or fewer, one week ahead
- The Director’s Question Set — twelve questions for management
- Minutes-ready resolution language and a proposed reporting cadence
- 02
The Oversight Assessment
From $45,000
Four to six weeks · board-grade written report
A structured reading of the company’s actual AI estate: what management has deployed, what’s running in the shadows, what it exposes the company to, and where the unclaimed value sits. Findings are demonstrated live on the company’s own systems — evidenced, not asserted in a maturity matrix.
One assessment at a time. Scope and fee fixed before work begins.
The board keeps
- A written report the audit committee can act on
- A standing oversight view management keeps after we leave
- A prioritized register: what to govern, what to accelerate, what to shut off
- 03
The Retained Advisor
From $6,000 / month
Quarterly attendance · on call between meetings
A standing seat at the table without a search process. Written brief before each meeting, attendance at the AI agenda item, and a direct line between meetings — for the vendor pitch that sounds too good, the incident that needs a straight read, the regulator’s letter.
Four seats maximum, held concurrently. Quarterly, in advance.
The board keeps
- Quarterly board attendance with a written pre-brief
- Independent reads on vendor pitches and management proposals
- An annual re-assessment of the oversight posture
Artifacts, not attitudes
What the board holds when the meeting ends.
The Director’s Question Set
Twelve questions that separate a board that governs AI from one that receives presentations about it.
Minutes-ready language
Resolution and charter text your corporate secretary can lift directly — the documented system Delaware looks for.
A reporting cadence
What management reports on AI, to whom, how often. The 6% of boards that have this are the ones sleeping well.
A live oversight view
Not a framework diagram — a working view of the company’s AI activity, built on infrastructure we run in production ourselves.
Why this advisor
Your other options sell frameworks. We run the machine.
Paul M. Washburn operates Sovereign Action’s own production AI infrastructure — sixty-five shipped systems, including the governance layer itself: compliance scanning, guardrails, audit trails, agent scorecards, drift monitoring. When your board is briefed on agent risk, the risk is demonstrated live on systems we run — not illustrated on a two-by-two.
That is the entire pitch. Most board advisors have read about the machine. Some have audited the machine. We build it, run it, and get paged when it misbehaves — which is precisely the vantage point a board needs from the person telling it what to worry about.
How it starts
Three steps. None of them a workshop.
- 1
Twenty minutes with the principal
Not a sales rep — there isn’t one. If the board doesn’t need this yet, we say so on the call.
- 2
Conflicts check and NDA
Standard confidentiality both directions. We disclose our commercial interests in writing before any engagement.
- 3
On the agenda at your next meeting
Pre-read a week ahead. Ninety minutes in the room. Item seven, finally handled.
No junior staff · no discovery workshops · references on request · discretion by default
Asked in the room
The questions directors actually raise.
- You also build and sell AI systems. How is the advice independent?
- It's disclosed, in writing, in every advisory agreement — and we take no referral fees from any vendor. The honest framing: we have skin in the game on whether AI actually works, which is exactly the perspective most boards are missing. If the right answer for your company is a competitor's product, or no product, that's the answer you'll get.
- Why not one of the large firms?
- For a Fortune 500 board, use one — that's their market. In the middle market you get their template and their second-year associates at ten times this fee. Here the person in your boardroom is the person who runs the production systems, and the fee is a rounding error against the exposure being governed.
- How much of the board's time does this take?
- The briefing is one agenda slot — ninety minutes. The assessment consumes management's time, not the board's, and returns as a single report. The retainer adds one standing item per quarter. This is designed for people whose calendars are the scarcest resource in the building.
- Will this satisfy a regulator or our D&O carrier?
- No one can honestly promise that, and you should be suspicious of anyone who does. What it produces is the thing Delaware doctrine and SEC guidance actually describe: a documented, functioning oversight system — questions asked, reports received, decisions minuted. That record is the difference between a defensible board and an exposed one.
- Do you take board seats?
- Advisory board seats, selectively, where the fit is real. Formal directorships are considered case by case where no conflict exists. Most boards find the retained advisor structure gets them the expertise without the search process.
- We're a private equity firm. Does this scale across a portfolio?
- Yes — that's the Portfolio Program: the assessment standardized across five to fifteen companies at $25,000–$40,000 per company, run through your operating team. The output doubles as an exit-diligence artifact. One conversation with an operating partner covers the whole fund.
Before the next meeting
Put item seven to rest.
Twenty minutes with the principal is enough to know whether your board needs a briefing this quarter or a note in the minutes that it considered the question. Either way, you leave with an answer — and it stays off your successor’s agenda.