SELF-MANAGED BOARD OF DIRECTORS

In the article author analyses the impact of artificial intelligence on corporate governance within a one-tier structure, highlights the current legal regulation regarding the procedures and conditions for the usage of artificial intelligence, provides suggestions for the legal framework to support the development of the self-managed boards of directors. Despite the low level of scientific legal research on these issues, they will become even more relevant with the develop­ment of technological progress, which will enable the formation of fully self-managed boards of directors. The author formulates original definitions for the terms “robot-director” and “self-managed board of directors” and refines the definition of the term “board of directors”. Regarding the fact that directors already use artificial intelligence as an auxiliary tool there is a conclusion that the first step for legislators should be establishing a mandatory obligation to create a data management and cybersecurity committee in corporations where the creation of audit, nomination, and remuneration committees is already mandatory. The author notes there are three aspects of the artificial governance within a one-tier structure. Firstly, the functions of the board of directors should include management, control, risk management, data management, and cybersecurity. Secondly, the separation of ownership and control of artificial intelligence should be ensured, and the control of artificial intelligence itself should be carried out by a fiduciary independent non-executive director. Thirdly, the cor­poration with self-managed board should compensate the damages to the injured party, the developer and / or licensor of the “robot-director” program (for identified flaws and defects), and / or the fiduciary independent non-executive director (for negligence or interference with the operation of artificial intelligence) should be held accountable under corporate liability. The research methods include historical-legal, textual, and doctrinal analysis. Additionally, a normative-conceptual method is used to develop new approaches to regulating corporate gov­ernance within a one-tier structure in the context of technological changes and the development of artificial intelligence.