Artificial Intelligence in the Boardroom Legal and Governance Consequences for Company Directors, with Reference to Uganda: A Systematic Review

Companies are adopting artificial intelligence (AI) in decisions that boards have traditionally taken, yet it is unclear what this means in law for company directors and no systematic review has examined the question for Uganda. This review identified, appraised and synthesised scholarly evidence on the legal and governance consequences of AI use for company directors, and on what the evidence implies for Ugandan directors. Following PRISMA 2020, Consensus (two searches, 40 records) and CORE (three searches, 300 records) were searched, and records were imported into Zotero on 27 October 2026. After 115 duplicates were removed, 225 unique records were screened and 36 reports were sought. Nine could be assessed and were included and 27 could not be retrieved. Studies were eligible if they analysed directors' duties, liability or board governance in relation to AI, in any jurisdiction, with priority given to Uganda and Africa. Quality was appraised with a six-domain instrument adapted from the JBI, CASP and AMSTAR 2 checklists and findings were synthesised thematically. The included studies were doctrinal and conceptual legal analyses from South Africa, Nigeria, Australia, Ireland, the European Union and the United States. Five themes emerged: liability remains with human directors because AI lacks legal personality; directors' duties of care and the business judgment rule govern reliance on AI; legal frameworks lag behind practice and give little guidance; replacing directors with AI is legally contested; and AI raises stakeholder and corporate purpose questions. No included study concerns Uganda, and none reports litigation or empirical evidence on how boards use AI. The evidence is largely conceptual, comes mainly from civil, statutory and common law systems other than Uganda's and is incomplete because most sought reports could not be retrieved. Priorities are doctrinal analysis of the Companies Act 2012 and the Data Protection and Privacy