A board advisor who is also a partner at a consulting firm, a senior practitioner at a Big Four, or in a practice leadership role at an advisory firm has a structural conflict that no amount of personal integrity can fully resolve.
That conflict is this: every conversation they have with your board about AI governance, quantum security, or technology strategy is a conversation that, at some level, has to be managed against the interests of the firm they represent.
I do not mean this as a criticism of the individuals or the firms. Most of the people working in this space are talented and genuinely client-focused. I mean that the structural incentive is inescapable: a partner whose income, seniority, and career advancement are linked to their firm’s revenue will, consciously or not, manage their board advisory relationships in ways that serve the firm’s commercial interests as well as the board’s governance interests.
The two interests are not always aligned.
Where the conflict appears in practice
The conflict does not usually appear in the quality of the technical advice. A Big Four AI governance partner’s understanding of the EU AI Act, or of post-quantum cryptography standards, or of AI risk management frameworks, is often excellent. The conflict appears in three other places.
In the scope of the advisory relationship. An independent advisor’s interest is in providing the narrowest scope that actually solves the board’s problem. A firm-affiliated advisor’s interest is in providing the scope that demonstrates the firm’s capabilities and creates the next engagement. These are different scope calculations, and they produce different advisory relationships. Boards that have hired firm-affiliated advisors for “an initial assessment” will recognise the pattern: the initial assessment typically reveals that a more extensive engagement is required.
In the choice of solutions. An independent advisor recommends the solution that best fits the board’s governance need. A firm-affiliated advisor’s recommendation is shaped, consciously or not, by their firm’s capabilities. If the firm has a strong AI governance practice and a weak quantum security practice, the quantum security risk is likely to be assessed as lower priority than the AI governance work. The advice is still given in good faith. The scope is not neutral.
In the relationship to the board’s other advisors. An independent board advisor works alongside the board’s legal counsel, auditors, and executive team without a commercial relationship that complicates the advice. A firm-affiliated advisor may be in a commercial relationship with the board’s other advisors — as co-members of an ecosystem, as competitors for the same budget, or as potential sources of referrals. Each of these relationships creates dynamics that are invisible to the board and potentially consequential for the advice.
What independence actually provides
Independence is not neutrality. An independent board advisor has views, positions, and opinions that are as strong as those of any firm-affiliated practitioner. What independence provides is a specific thing: the ability to give advice that serves the board’s governance interest without a commercial structure that creates countervailing incentives.
The specific value is greatest in three situations.
When the board needs to challenge the executive team. A firm-affiliated advisor who is also engaged in work with the executive team — or who has a potential engagement with the executive team — will find it structurally difficult to advise the board to challenge that team’s AI proposals. An independent advisor has no such structural constraint.
When the board needs a view on whether to engage a consulting firm. The board that asks its firm-affiliated advisor “should we commission a full AI governance review from a major advisory firm” has created a conflict so obvious that even a well-intentioned advisor cannot navigate it cleanly. The independent advisor has no interest in the answer.
When the board is in a governance crisis. An AI incident, a regulatory investigation, or a significant governance failure is the moment the board most needs advice that is completely aligned with the board’s interests, without commercial complexity. The independent advisor’s only interest in that moment is the board’s governance outcome. That is what the fiduciary relationship is for.
The nomination committee question
Nomination committees looking for independent technology NEDs or board advisors should ask a specific question: what does this candidate’s independence actually mean in practice?
A former Big Four partner who has retired from client practice and has no ongoing firm relationship is genuinely independent. A senior advisor who does occasional project work for consulting firms is independent in structure but may have informal commercial relationships that create soft conflicts. A current partner at a firm, however genuine their board advisory intention, is structurally affiliated.
The governance requirement for independence is not about personal integrity. It is about structural absence of conflicting commercial interests. The question is not whether the advisor is trustworthy. It is whether the structure of their professional relationships creates incentives that could, even subtly, distort the advice.
For boards with significant AI governance obligations — particularly those in scope for EU AI Act compliance, NIS2 personal liability, or major technology transitions — the value of genuinely independent advice is proportionate to the stakes. It is not a nice-to-have. It is the governance requirement that makes the board’s oversight function credible.
Steven advises boards on AI governance and technology transitions as an independent advisor with no firm affiliation. He co-founded QSECDEF, an independent post-quantum cryptography advisory organisation with no vendor alignment. For boards seeking independent technology advisory support, contact Steven directly.
