Adapted from Chapter 29

Crisis on the Board — The First 48 Hours

The first 48 hours are critical. What cannot wait, what can, and why the chair must slow the institution down to think.

By Peter Burchardt · 7 min read

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:

  • Inform the chair immediately, before anyone else
  • Convene the board even informally, even by phone
  • Engage external counsel specialists by crisis type, before the first public statement
  • Manage the regulator if the crisis involves a regulatory dimension, the regulator should hear from the company before hearing from the press
  • Inform major shareholders if the crisis is material
  • Control public statements no freelancing by individual directors or executives

    • What can wait

    Almost everything else can wait 48 hours:

  • Most public statements (get the facts first)
  • Most operational decisions (the business can run for two days on autopilot)
  • Most internal restructurings (premature action signals panic)

    • 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 →

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