Board Crisis Communication Protocol

CRISIS FUNDAMENTALS

Crisis Communication Philosophy

CRISIS COMMUNICATION PHILOSOPHY

WHY THIS MATTERS:
☐ How you handle crisis defines CEO tenure
☐ Board trust is built or destroyed in crisis
☐ Proper communication reduces legal risk
☐ Clear protocols enable faster response
☐ Directors must be able to govern
☐ Stakeholder confidence depends on handling

CRISIS COMMUNICATION PRINCIPLES:

1. SPEED WITH ACCURACY
   ☐ Fast notification essential
   ☐ But accuracy matters more
   ☐ "Here's what we know" is OK
   ☐ "Here's what we don't know yet"
   ☐ Promise updates, deliver them

2. CEO OWNS THE MESSAGE
   ☐ You are the voice of crisis
   ☐ Don't delegate board communication
   ☐ You set the tone
   ☐ You demonstrate control
   ☐ Your credibility on the line

3. FULL TRANSPARENCY
   ☐ Share everything relevant
   ☐ Never hide or minimize
   ☐ Board learns from you first
   ☐ Let them assess gravity
   ☐ Trust can't survive deception

4. CONTEXT AND CALM
   ☐ Frame the situation clearly
   ☐ Demonstrate control
   ☐ Show systematic response
   ☐ Manage energy in room
   ☐ Be calm, not casual

5. ACTION ORIENTATION
   ☐ Lead with what you're doing
   ☐ Show decisive leadership
   ☐ Demonstrate accountability
   ☐ Request specific help needed
   ☐ Close with next steps

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CRISIS CLASSIFICATION

Crisis Severity Framework

CRISIS CLASSIFICATION SYSTEM

LEVEL 1: MINOR INCIDENT
Definition: Internal issue, limited impact, manageable
Examples:
☐ Single customer complaint
☐ Minor product bug
☐ Small team issue
☐ Missed minor deadline
☐ Isolated bad review

Board Communication:
☐ Include in next monthly update
☐ Brief mention, don't over-dramatize
☐ Show it's handled
☐ No special notification needed

Company Response:
☐ Handle internally
☐ Standard escalation
☐ No crisis team needed
☐ Normal resolution process

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LEVEL 2: MODERATE ISSUE
Definition: Significant but contained, potential external impact
Examples:
☐ Key customer churn (1-5% revenue)
☐ Executive performance issue
☐ Moderate competitive threat
☐ Product delay (weeks)
☐ Budget variance (10-20%)
☐ Morale problem emerging

Board Communication:
☐ Notify within 48 hours
☐ Email to full board
☐ Chair call optional
☐ Offer discussion if wanted

Company Response:
☐ CEO personally involved
☐ Action plan developed
☐ Key stakeholders aware
☐ Enhanced monitoring

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LEVEL 3: SEVERE CRISIS
Definition: Significant impact, multiple stakeholders affected
Examples:
☐ Major customer loss (>5% revenue)
☐ Key executive departure
☐ Security breach (limited scope)
☐ Regulatory inquiry
☐ Product failure
☐ Cash runway < 9 months (unexpected)
☐ Significant litigation
☐ Major competitive disruption

Board Communication:
☐ Notify within 24 hours
☐ Call chair immediately
☐ Email to full board same day
☐ Board call within 48 hours likely

Company Response:
☐ Crisis team activated
☐ External counsel engaged
☐ PR prepared (if applicable)
☐ Intensive management
☐ Daily internal updates

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LEVEL 4: CRITICAL CRISIS
Definition: Existential threat, broad stakeholder impact
Examples:
☐ Data breach (customer data)
☐ CEO/founder legal issue
☐ Cash runway < 6 months (unexpected)
☐ Regulatory enforcement action
☐ Lawsuit threatening company viability
☐ Acquisition of company by competitor
☐ Co-founder departure
☐ Death/incapacity of key person
☐ Fraud discovered
☐ Major PR crisis (viral)
☐ Board member misconduct

Board Communication:
☐ Immediate notification (within hours)
☐ Call chair first
☐ Emergency board call same day
☐ Daily updates minimum
☐ Board may take active role

Company Response:
☐ War room established
☐ All hands on deck
☐ External advisors engaged
☐ PR/communications activated
☐ Legal in every decision
☐ Board-level governance

Crisis Classification Matrix

Factor	Level 1	Level 2	Level 3	Level 4
Financial impact	<$10K	$10K-$100K	$100K-$1M	>$1M
Revenue at risk	<1%	1-5%	5-15%	>15%
Stakeholders affected	Internal	Limited external	Broad external	All stakeholders
Media interest	None	Unlikely	Possible	Likely/certain
Legal exposure	Minimal	Low	Moderate	Significant
Recovery time	Days	Weeks	Months	Quarters+
Board notification	Monthly update	48 hours	24 hours	Immediate

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NOTIFICATION PROTOCOL

Crisis Notification Process

CRISIS NOTIFICATION PROTOCOL

STEP 1: VERIFY AND ASSESS (First 1-4 hours)
☐ Confirm what happened
☐ Identify who is affected
☐ Assess current status
☐ Determine severity level
☐ Identify immediate actions needed
☐ Gather initial facts

Questions to answer:
☐ What happened?
☐ When did it happen?
☐ How was it discovered?
☐ Who knows?
☐ What's the current state?
☐ What are immediate risks?
☐ What actions are being taken?

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STEP 2: NOTIFY BOARD CHAIR
☐ Call board chair directly
☐ Share initial facts
☐ Get input on classification
☐ Agree on full board notification plan
☐ Determine if emergency meeting needed
☐ Align on external communication

Chair call agenda:
☐ "I'm calling about a serious matter..."
☐ Brief facts (2 min)
☐ Your assessment (1 min)
☐ Actions underway (2 min)
☐ What you need (1 min)
☐ Communication plan (2 min)

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STEP 3: NOTIFY FULL BOARD
☐ Email all directors
☐ Consistent with chair communication
☐ Clear subject line: "URGENT: [Company] Crisis Notification"
☐ Brief but complete
☐ Offer call if needed
☐ Promise next update timing

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STEP 4: ESTABLISH UPDATE CADENCE
Level 2: Every 48-72 hours until resolved
Level 3: Daily until stabilized, then every 48 hours
Level 4: Multiple times daily initially, then daily

Update must include:
☐ Current status
☐ Actions since last update
☐ New information
☐ Next steps
☐ When you'll update again

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STEP 5: BOARD MEETING (if needed)
Triggers for emergency meeting:
☐ Board decision required
☐ Significant resource commitment
☐ Legal strategy needed
☐ External communication approval
☐ Existential decision facing company
☐ Chair recommends

Meeting structure:
☐ CEO situation brief (15 min)
☐ Q&A (15 min)
☐ Discussion and input (30 min)
☐ Decisions (15 min)
☐ Next steps and responsibilities (15 min)

Notification Timing Guide

Crisis Type	Chair Notification	Full Board	Meeting
Security breach	Within 2 hours	Within 4 hours	Within 24 hours
Major customer loss	Within 4 hours	Within 8 hours	If >10% revenue
Executive departure	Within 4 hours	Within 8 hours	If co-founder/C-level
Regulatory action	Within 2 hours	Within 4 hours	Within 24 hours
Legal threat	Within 4 hours	Within 8 hours	Per counsel
Cash crisis	Within 4 hours	Within 8 hours	Within 48 hours
PR crisis (viral)	Within 2 hours	Within 4 hours	As needed
M&A approach	Within 4 hours	Within 24 hours	Within 48 hours
Fraud discovered	Immediately	Within 2 hours	Same day

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CRISIS COMMUNICATION

Initial Crisis Notification Template

CRISIS NOTIFICATION TO BOARD

SUBJECT LINE:
"URGENT: [Company] - [Crisis Type] - Board Notification"

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Dear Board,

I'm writing to notify you of a [situation/crisis] that
requires your awareness and [potential input/no action].

WHAT HAPPENED:
[Clear, factual description - 3-5 sentences]
☐ When: _______________
☐ What: _______________
☐ How discovered: _______________
☐ Who is affected: _______________
☐ Current status: _______________

IMPACT ASSESSMENT:
☐ Financial impact: [Quantify if possible]
☐ Operational impact: [Specific effects]
☐ Reputational impact: [Current/potential]
☐ Legal/regulatory: [Exposure assessment]

ACTIONS TAKEN:
1. [Immediate action 1]
2. [Immediate action 2]
3. [Immediate action 3]

NEXT STEPS:
☐ [Next action with timeline]
☐ [Next action with timeline]
☐ [Next action with timeline]

WHAT I NEED FROM YOU:
☐ FYI only - no action needed at this time
☐ Would appreciate your input via email
☐ Requesting brief call to discuss
☐ Emergency board meeting requested

I'll provide an update by [specific time]. Please
reach out with any questions.

[CEO Name]

Crisis Update Template

CRISIS UPDATE #[X]

SUBJECT: "[Company] Crisis Update #[X] - [Date/Time]"

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STATUS SUMMARY:
Current situation in one paragraph.
[Improving / Stable / Escalating]

SINCE LAST UPDATE:
☐ [Action taken and result]
☐ [Action taken and result]
☐ [New information learned]
☐ [External development]

KEY DEVELOPMENTS:
Positive:
☐ _______________
☐ _______________

Concerning:
☐ _______________
☐ _______________

CURRENT PRIORITIES:
1. [Priority with owner]
2. [Priority with owner]
3. [Priority with owner]

OPEN ISSUES:
☐ [Issue pending resolution]
☐ [Decision needed]
☐ [Resource needed]

NEXT UPDATE:
[Date/time of next update]

BOARD INPUT NEEDED:
☐ None at this time
☐ [Specific question/decision]

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CRISIS MANAGEMENT

Crisis Response Team Framework

CRISIS RESPONSE STRUCTURE

CRISIS TEAM COMPOSITION:

Core Team (All Level 3+ Crises):
☐ CEO - Overall lead, board communication
☐ COO/Chief of Staff - Operations coordination
☐ General Counsel - Legal guidance
☐ CFO - Financial assessment
☐ Head of Comms - External messaging

Extended Team (As Needed):
☐ CTO - Technical issues
☐ CISO - Security incidents
☐ VP Sales - Customer impact
☐ VP HR - People issues
☐ VP Product - Product crises

External Advisors:
☐ Outside counsel
☐ PR firm
☐ Crisis consultant
☐ Forensic accountant
☐ Cybersecurity firm

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WAR ROOM OPERATIONS:

Physical/Virtual Space:
☐ Dedicated crisis workspace
☐ Secure communication channels
☐ Document repository
☐ Decision log
☐ Action tracking

Rhythm:
☐ Stand-up: Every [X] hours
☐ CEO briefing: [X] times daily
☐ Board update: [Per level]
☐ All-hands: [As appropriate]

Documentation:
☐ Timeline of events
☐ All decisions with rationale
☐ All communications
☐ Action items and owners
☐ Lessons learned

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DECISION FRAMEWORK:

For each decision, document:
☐ Decision required
☐ Options considered
☐ Recommendation
☐ Who approved
☐ Rationale
☐ Date/time

Decision authority:
☐ CEO: Most crisis decisions
☐ Board: Major commitments, legal strategy, external comms
☐ Legal: Privilege decisions, regulatory responses

Crisis Checklist by Type

CRISIS-SPECIFIC CHECKLISTS

SECURITY BREACH:
☐ Contain the breach
☐ Engage forensics
☐ Assess data affected
☐ Legal privilege established
☐ Notification requirements identified
☐ Law enforcement decision
☐ Customer communication plan
☐ Regulatory notification timeline
☐ Board notification
☐ Insurance notification
☐ PR response prepared

KEY EXECUTIVE DEPARTURE:
☐ Confirm departure details
☐ Transition plan developed
☐ Interim coverage identified
☐ Communication plan (internal/external)
☐ Board notification
☐ Customer communication (if needed)
☐ Investor communication (if needed)
☐ Search process initiated
☐ Knowledge transfer scheduled
☐ Retention actions for team

REGULATORY ACTION:
☐ Counsel engaged immediately
☐ Preserve all documents
☐ Privilege protocol established
☐ Response team identified
☐ Timeline understood
☐ Board notification
☐ Cooperation strategy defined
☐ Settlement authority discussed
☐ PR implications assessed
☐ Business continuity ensured

FINANCIAL CRISIS:
☐ Cash position verified
☐ Expense reduction options
☐ Revenue acceleration options
☐ Bridge financing explored
☐ Board notification
☐ Investor conversations
☐ Worst case scenario planning
☐ Team communication
☐ Covenant review
☐ Contingency plans activated

PR CRISIS:
☐ Facts gathered
☐ Response team assembled
☐ Holding statement prepared
☐ Social media monitored
☐ Board notification
☐ Legal review of statements
☐ Spokesperson identified
☐ Employee communication
☐ Response strategy approved
☐ Recovery plan developed

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POST-CRISIS

Crisis Closure and Learning

POST-CRISIS PROTOCOL

RESOLUTION CONFIRMATION:
☐ Crisis officially closed
☐ All immediate issues resolved
☐ Ongoing items identified
☐ Owners assigned
☐ Timeline for completion

BOARD CLOSING COMMUNICATION:
Content:
☐ Final status summary
☐ Total impact assessment
☐ Actions taken
☐ Lessons learned
☐ Prevention measures
☐ Ongoing monitoring

Format: Board meeting agenda item or memo

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POST-MORTEM PROCESS:

Timeline:
☐ Schedule within 2 weeks of resolution
☐ Include all key participants
☐ CEO leads or participates

Agenda:
☐ Timeline reconstruction
☐ What went well
☐ What could be improved
☐ Root cause analysis
☐ Systemic improvements

Output:
☐ Written post-mortem document
☐ Action items with owners
☐ Timeline for implementation
☐ Board summary (as appropriate)

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PREVENTION IMPROVEMENTS:

Process Changes:
☐ _______________________________________________
☐ _______________________________________________

Systems/Tools:
☐ _______________________________________________
☐ _______________________________________________

Training Needed:
☐ _______________________________________________
☐ _______________________________________________

Policy Updates:
☐ _______________________________________________
☐ _______________________________________________

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