Resolved clauseShareholders request that Berkshire charter a new committee of independent directors on Artificial Intelligence (“AI”) to address risks associated with the development and deployment of AI systems across its own operations, portfolio companies, and new investments. The committee charter shall authorize the committee to meet with employees, customers, suppliers, and other relevant stakeholders at the discretion of the committee, and to retain independent consultants and experts as needed.
Supporting statementShareholders support the responsible use of AI to drive growth, improve efficiency, and maintain competitiveness within Berkshire and its portfolio. However, AI technologies also pose regulatory, societal, and human rights risks that require proactive management. The White House Office of Science and Technology Policy’s ethical guidelines for AI stress the importance of safety, transparency, algorithmic fairness, and human oversight,53 and the National Institute of Standards and Technology established a “Risk Management Framework” outlining a proper approach to AI risk which evaluates harm to people, organizations, and ecosystems54-all of which are increasingly relevant as AI usage expands across industries.
AI systems, if not responsibly governed, can cause significant harm, as seen when Amazon, Berkshire’s portfolio company, scrapped a biased hiring tool55 and Alexa spread false claims about the 2020 US election, highlighting risks to fairness, public trust, and democracy.56 In 2024, Glass Lewis and ISS supported a shareholder proposal to Apple, another Berkshire portfolio company, arguing that improved transparency would allow shareholders to better evaluate the risks associated with the use of AI and would not be overly burdensome on the company.57
Berkshire’s substantial investments in AI-driven companies amplify the need for strong governance. As Warren Buffett has warned, the irreversible nature of AI development demands robust oversight to mitigate significant risks associated with its misuse and a lack of understanding.58 Without it, Berkshire risks falling behind in a rapidly evolving market, especially as institutional investors like Norges Bank publicly set its expectations regarding governance of AI by its portfolio companies,59 and Legal & General Investment Management has also promulgated its expectations for AI adoption60 and publicly supported the AI proposal to Apple alongside Norges.61
Berkshire and its portfolio are increasingly exposed to financial, legal, and reputational risks as AI systems become more complex, fail to function as intended, or yield problematic outcomes.62 Companies failing to implement ethical AI governance face growing legal challenges, including lawsuits for discrimination and violations of privacy laws.63 An independent AI committee would help Berkshire anticipate risks, ensure regulatory compliance, avoid legal battles, and protect its reputation and consumer trust by establishing clear ethical AI guidelines.
We urge shareholders to support the creation of this independent AI committee to better manage the risks and opportunities of AI, ensuring the long-term value and reputation of our Company so that Berkshire remains at the forefront of responsible corporate governance in an increasingly AI-driven world.