Board crises arrive in many forms: the CEO who must be removed, the director who has committed misconduct, the regulatory intervention, the hostile bid that divides the room, the financial deterioration that triggers the covenants. What they share is urgency, incomplete information, and the instinct to act quickly — which produces decisions that must later be walked back.
What cannot wait
In the first 48 hours, certain actions are non-negotiable:
What can wait
Almost everything else can wait 48 hours:
The chair's discipline
The chair's job in a crisis is counterintuitive: slow the institution down to think. The instinct of executives is to act, fix, announce. The chair must create the space for the board to understand the situation before committing to a course of action.
The lead independent director is the chair's principal counterpart in a crisis — particularly if the crisis involves the chair's own judgement or relationships.
The CEO removal
The hardest crisis. The chair must be prepared to conduct it even when the relationship with the CEO is close. The process:
1. Legal advice — before the first conversation
2. Board alignment — informally first, ensure key directors support the direction
3. The conversation — firm, respectful, without negotiation in the moment
4. Communication — to the market, to the organisation, to major shareholders
5. Succession activation — the emergency succession plan, which should already exist
The boards that handle crises well are the ones that prepared in the calm period: legal relationships established, succession plans documented, crisis protocols tested, the chair's authority understood by all parties.
The boards that handle crises badly are the ones that assumed crises happen to other companies.
This article is adapted from The Director's Craft by Peter Burchardt. Read the full chapter in the book →
