Boards Cannot Delegate Accountability: Fiduciary Duties, Caremark Oversight, and the Age of AI-Mediated Authority

Directors may lawfully delegate operational functions. What they may not do — consistently with fiduciary office — is relinquish responsibility for the criteria by which corporate action is framed, prioritized, and supervised. That limit is not a recent innovation; it is the structural premise of Delaware corporate law and of the fiduciary framework governing directors in the majority of U.S. states. DGCL §141(a) vests management in the board, and Delaware courts have consistently held that this authority cannot be structurally surrendered: Grimes v Donald articulated the abdication test; Moelis & Co. and Wagner v BRP Group struck down provisions that pre-committed board authority or interposed a non-board gatekeeper. MBCA §8.30(b) reinforces the point by conditioning reliance protection on the director’s practical capacity to assess what the board is relying upon. This paper applies that existing framework to a new factual context. It does not propose new liability standards. As organizations embed discretion in persistent, decision-structuring infrastructure — including AI-enabled processes — the locus of fiduciary attention shifts upstream. When such systems become operationally central and materially shape what decisions are realistically reachable, they cross a Delegation Threshold: authority becomes infrastructural, and the architecture itself becomes legally consequential under §141(a) and the Caremark oversight framework. This paper identifies five governance requirements that fiduciary compliance demands in that context: attributable authority, bounded scope, structured escalation and override capacity, operational reversibility, and sustained oversight against drift. Each requirement maps to an existing obligation: §141(a) non-abdication, the duty of care, the duty of loyalty, the §141(a) capacity requirement, and the Caremark continuity obligation respectively. The argument does not expand fiduciary doctrine. It identifies where established duties attach when discretion is channeled through embedded systems. The primary frame is U.S. law; English company law is engaged comparatively. Delaware oversight doctrine is uniquely positioned to absorb these disputes: it already governs institutional control systems, and automated decision infrastructure maps directly onto its existing framework. Caremark litigation may prove to be the primary pathway through which AI governance enters corporate fiduciary law.