When AI decides how shareholders vote, boards need to rethink governance

When one of the country’s largest financial institutions announced in early January that it would stop using external proxy advisory firms and instead rely on an internal AI system to guide how it votes on shareholder matters, the move was widely framed as an investor story. But its implications extend well beyond asset managers.

For corporate boards, the shift signals something more fundamental: governance is increasingly being interpreted not just by people, but by machines. And most...