Practice / Independent AI Counsel

Independent AI Counsel

Practical AI expertise on your side of the boardroom table.

When an AI proposal comes before your board, understand what stands up, what remains unproven and what delivery would actually require.

Independent AI Counsel brings Mark Smith into your board meeting to question the claims, examine the evidence and explain the implications in plain language.

For boards across Aotearoa New Zealand.

Get beneath the presentation

A compelling AI presentation can make the possibilities feel certain. The harder task is establishing whether the proposal is credible, whether the people presenting it understand its limitations and whether your organisation can achieve the promised results.

Your board brings experience and commercial judgement. Mark adds practical AI knowledge to help you interrogate the recommendation before you commit.

He asks the technical follow-up questions, assesses whether the answers hold up and explains what they mean for the decision before you.

Where a proposal is credible, he explains why. Where the evidence falls short, he identifies what remains unanswered and why it matters.

What your board gains

Informed challenge

Questions that test the substance of a proposal, with follow-up when an answer is incomplete or unsupported.

A clearer view of the evidence

Understand what has been demonstrated, what depends on assumptions and what still needs to be established.

Practical delivery scrutiny

Examine the data, integration, people, costs and operating changes behind the promised outcome.

A candid judgement

Hear whether the available evidence supports proceeding, proceeding subject to conditions, seeking further assessment or holding off.

The purpose is to help your board recognise credible opportunities and understand the commitments involved in pursuing them.

When to bring Mark in

Before your board:

Approves a significant AI investment or strategy.
Commits to an AI platform or supplier.
Accepts claims about automation, productivity or cost savings.
Decides whether an AI initiative should continue, change or stop.

Your organisation may already have strong technical leadership. Independent counsel adds scrutiny from someone who is not responsible for selling or delivering the proposal.

The board can also commission Mark to attend relevant vendor presentations or provide continued independent scrutiny during implementation. These engagements are scoped and priced separately.

Engaged by the board

Mark is engaged to support the board’s scrutiny and judgement.

At the board’s request, he can speak with executives, internal specialists and vendors to understand the proposal and clarify the evidence. Those discussions form part of the board’s mandate, with the required work agreed in the engagement scope.

The board retains the decision.

How a board meeting engagement works

Before the meeting

Mark agrees the decision to be examined, the scope and the attendance arrangements with the chair or nominated board contact.

Relevant board papers and supporting material should be provided at least five business days before the meeting. Late papers or material changes are accepted by agreement, subject to sufficient preparation time.

Up to three hours of preparation is included. If more extensive review is needed, Mark agrees a narrower scope or separately priced additional preparation before proceeding.

During the meeting

Mark joins in person or by video to question the proposal, explore the answers and explain their significance for the board.

Attendance usually covers the relevant AI discussion and a private board debrief. Where useful, it can include the full meeting. The expected duration is agreed before booking.

His advice makes clear his judgement, the material uncertainties and any further evidence or conditions he considers necessary.

After the meeting

Your team records the discussion and decisions in its minutes. Mark checks the passage recording his advice for accuracy, including material qualifications and unanswered questions.

This check covers the record of his advice, rather than approval of the wider minutes.

One clarification call may be requested within five business days of the meeting. The minutes accuracy check is included separately.

The single-meeting engagement does not include a separate report, slide deck or written recommendation.

Vendor presentations and demonstrations

Your board may want independent insight into a vendor presentation being made to management, before the proposal reaches the boardroom.

The board can appoint Mark to attend as its adviser. His role is agreed beforehand and may involve observing, asking questions or following up on specific claims and missing evidence. Management and the vendor are made aware of that role.

Mark then reports his assessment to the board through the agreed debrief.

Vendor attendance is scoped and priced separately, including the preparation, attendance and board debrief required. Where it forms part of a wider engagement, the quote accounts for preparation already covered.

Ongoing counsel during implementation

The need for independent scrutiny can continue after an investment is approved.

Boards can retain Mark for six or twelve months, with a fixed monthly fee and an agreed scope and time allowance.

The engagement can include:

Reviewing evidence of progress against agreed deliverables and success measures.
Attending selected vendor presentations, demonstrations and project meetings.
Examining proposed changes and their implications for the original decision.
Challenging unsupported progress claims and identifying unresolved concerns.
Providing concise written board updates and escalating material issues through an agreed route.

Each retainer specifies the included activities, maximum monthly time commitment, availability and reporting arrangements. Preparation, evidence review, meeting attendance, writing and correspondence count towards the agreed time allowance. Additional work and fees are agreed before it is undertaken.

The scope also establishes access to the relevant delivery commitments, acceptance criteria, project evidence and approved changes needed to assess progress.

Mark provides independent advice to the board. Management and the implementation supplier remain responsible for project management and delivery. Decisions on supplier instructions, acceptance and payments remain with the organisation’s authorised decision-makers.

Retainer scope and monthly fee are agreed separately.

Independent of the implementation sale

Mark sells no software and accepts no vendor commissions, reseller margins or referral fees.

Neither Mark nor Cloverbase bids for or accepts delivery or project-management work arising from the proposal being advised on. The board may separately commission continued independent scrutiny during implementation.

Relevant commercial relationships are disclosed and assessed before the engagement is accepted. Continued advisory work requires a separate agreement. Fees are not contingent on approving a proposal, continuing a project or accepting a milestone.

Advice is paid for by the board engaging Mark and is focused on the organisation’s interests.

Confidentiality

A mutual confidentiality agreement is available before the initial discussion. Engagements are covered by an engagement letter.

Confidential board material is not processed using AI tools without prior written agreement covering the tool, purpose, material and safeguards, consistent with the organisation’s policies.

Clear assessment boundaries

Mark assesses the material supplied and the answers given within the agreed scope. Where claims require further evidence, technical testing or specialist advice, he identifies that need.

The service does not itself certify a system’s security, compliance or readiness for deployment, or guarantee a supplier’s performance. Any conclusions about delivery are limited to the evidence examined.

Independent AI Counsel provides strategic technology advice on AI. It does not provide legal, financial or investment advice.

About Mark Smith

Mark brings more than two decades of technology delivery experience.

He has trained senior technology leaders on the practical application of AI in enterprise environments. Through that work, he has gained exposure to AI deployments across multiple industry sectors, informing his understanding of the questions, constraints and delivery challenges behind enterprise AI proposals.

He brings that experience to the boardroom to help directors examine recommendations and recognise where further evidence is needed.

Mark co-founded Cloverbase with Meg Smith. Based in Northland, he works with boards throughout Aotearoa New Zealand.

Fees and engagement options

Board meeting counsel

NZD 5,000 + GST per board meeting, including:

Up to three hours of preparation.
Meeting attendance as agreed with the chair.
An accuracy check of the passage recording Mark’s advice.
One clarification call requested within five business days of the meeting.

The first meeting carries the same fee. There is no programme commitment for a single-meeting engagement; you decide whether to book another meeting.

Board meeting engagements are invoiced on the meeting day with seven-day payment terms.

Vendor attendance

A fixed fee is agreed in advance for the scoped preparation, attendance and board debrief.

Board advisory retainers

Six- or twelve-month engagements, paid monthly, with a fixed monthly fee, defined scope and maximum monthly time allowance. Review, termination and payment arrangements are set out in the retainer agreement.

Travel and expenses are agreed beforehand and charged at cost.

Questions you may have

We already have a capable CTO. What does this add?

Your CTO brings knowledge of your organisation and its technology. Independent counsel adds a perspective focused on the board’s decision, without responsibility for selling or delivering the proposed solution. That can reinforce a strong recommendation or identify concerns that deserve attention before you act.

Can Mark attend a vendor presentation to management on the board’s behalf?

Yes. The board can appoint Mark to attend a vendor presentation, demonstration or relevant management meeting as its adviser. His role—whether observing, asking questions or seeking clarification—is agreed beforehand. He then reports his assessment to the board. Additional attendance and preparation are scoped and priced in advance.

Can the board retain Mark during an AI implementation?

Yes. Six- or twelve-month advisory retainers are available, with monthly payment, a defined scope and a maximum monthly time allowance. The engagement can include reviewing delivery evidence, attending selected meetings and providing concise written board updates. Scope and fees are agreed separately.

Will we receive a written report?

For a single board meeting, advice is given and discussed in the meeting. Your team records it in the minutes, and Mark checks the relevant passage for accuracy. A separate report or written recommendation is not included.

Ongoing retainers include the concise written board updates agreed in their scope.

Can Mark work with our executives and vendors?

Yes, under the board’s mandate and within the agreed scope. Those conversations help establish the evidence the board needs. This offering is commissioned by the board; it is not a separate executive advisory engagement.

What if the proposal needs more than three hours of preparation?

Mark raises this before the meeting and agrees either a narrower scope or separately priced additional preparation. Additional work is agreed before it proceeds.

Can we arrange regular board meeting attendance?

Yes. You can book further meetings individually or discuss a six- or twelve-month advisory retainer where ongoing involvement is needed.

Discuss an upcoming board decision

Start with a conversation about the decision before your board, the meeting date and the material available for review. Mark will confirm whether the engagement is a suitable fit.

If your board needs vendor attendance or ongoing scrutiny during implementation, those requirements can be scoped at the same time.

Discuss your board’s AI decision