During a crisis, misaligned roles and expectations can slow response time, send mixed signals to stakeholders, and strain leadership cohesion at the moment it's needed most.
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July 18, 2025 INSIDE THIS ARTICLE, YOU'LL FIND: |
In moments of crisis, clear leadership is non-negotiable. Whether it’s a security breach, reputational scandal, natural disaster, or political unrest, organizations and businesses around the world depend on fast decisions, coordinated action, and confident messaging. But when the stakes are high and the clock is ticking, one fundamental question can emerge behind the scenes:
Who’s really in charge—the executive team or the board of directors?
At first glance, the answer might seem obvious. Executives manage operations, boards provide oversight. But in high-pressure situations where reputations, finances, and even lives may be on the line, those boundaries can blur. A board member may want to intervene. A CEO may withhold information in the name of speed. Both sides may believe they are acting in the company’s best interest—and find themselves at odds over what that looks like.
This tension doesn’t arise in every crisis. But when it does, it can deepen the damage. Misaligned roles and expectations can slow response time, send mixed signals to stakeholders, and strain leadership cohesion at the moment it's needed most.
Understanding how these roles are defined, and where they tend to overlap, can mean the difference between a decisive response and a leadership breakdown.
The Executive Team: Leading the Response
The C-suite—led by the CEO and supported by senior functional leaders—is the organization’s operational nerve center. During a crisis, this team becomes the command structure for immediate action.
Key responsibilities for the executive team during a crisis include:
- Activating the crisis response plan: Most organizations have (or should have) a business continuity plan or crisis communications plan. It’s the executive team’s role to activate and adapt that plan in real time.
- Managing day-to-day decisions: Executives are on the front lines—making judgment calls on personnel safety, supply chain shifts, IT responses, and public communications.
- Coordinating internal and external messaging: The CEO, often in collaboration with legal, HR, and PR teams, ensures consistent communication to staff, customers, partners, and the public.
- Maintaining regulatory and legal compliance: Legal teams and compliance officers help ensure the crisis response doesn’t trigger additional liability or risk.
- Preserving business continuity: The COO and other leaders work to keep critical operations running—or resume them as quickly as possible.
In most scenarios, the executive team does not wait for board approval to respond. Their mandate is to lead decisively and transparently.
The Board of Directors: Oversight, Not Operations
The board exists to represent shareholders (or stakeholders) and guide the organization’s long-term strategy. During a crisis, its role is not to run the business—but to provide oversight and ensure accountability.
Board responsibilities typically include:
- Evaluating leadership performance: Is the CEO responding appropriately? Does the executive team have the resources and support it needs? In high-stakes crises, these are critical board-level questions.
- Protecting long-term interests: The board helps weigh risk tolerance, reputational concerns, and financial impact. They ensure the company doesn’t solve one crisis by creating another.
- Approving extraordinary measures: If the crisis necessitates decisions like major asset sales, executive transitions, or significant legal settlements, board approval is likely required.
- Communicating with shareholders: While the executive team handles public relations, the board may take on responsibility for institutional investor communications.
- Conducting post-crisis reviews: After the dust settles, the board leads a review process to understand what went wrong, what went right, and how to improve future responses.
Where Conflict Can Arise In Leadership
Even in well-run organizations with experienced leaders and defined structures, a crisis has a way of testing boundaries—and revealing cracks. Under pressure, instincts take over. Boards want to protect the organization’s future; executives want to control the present. When those instincts collide, the results can be disruptive.
The decision to intervene should be guided by clear, pre-established thresholds. Global Guardian CEO Dale Buckner spoke to this issue and his own personal threshold during a panel on crisis oversight for board directors and executives:
“My key criteria for when the board should intervene is when reputational damage is imminent,” says Buckner. “Number two, when there is real financial risk in the short term and/or the long term. Three, when there is operational risk to the firm.”
Having this type of framework helps board members move beyond instinct and respond with consistency—especially when emotions and public scrutiny are high.
- 1. Loss of confidence in leadership
In some cases, the board may question whether the CEO is handling the situation effectively. The dilemma is acute: do they step in mid-crisis and risk destabilizing leadership, or wait until the crisis passes—possibly allowing it to worsen? This can trigger succession planning conversations at the worst possible moment. - Gaps in communication
Misaligned expectations around updates—how often, how detailed, and through which channels—can breed frustration. Executives may focus on operational containment while the board waits anxiously for visibility. In the absence of timely, candid communication, trust begins to erode. - Overstepping or under-steering
The pendulum can swing in either direction. Some boards become too hands-on, while others retreat entirely, assuming the executive team has things under control. Either dynamic can be dangerous—the first leads to confusion and power struggles, the second to governance vacuum and oversight failure. - Legal and reputational risk
A crisis that exposes governance failures—such as a board being unaware of key decisions or a CEO acting without required approval—can result in litigation, regulatory scrutiny, or long-term brand damage. Stakeholders expect alignment at the top, especially when visibility is highest.
These challenges don’t happen because leaders are unqualified—they happen because roles weren’t clearly defined or stress-tested ahead of time. The most resilient organizations don’t just prepare for the crisis itself—they prepare for how leadership will function under fire.
Real-World Example: When Board-Executive Tensions Surface
Crises don’t just test operational readiness—they expose the health of an organization’s leadership dynamics. The following real-world example shows how even global companies can struggle with board-executive alignment when the stakes are highest.
The 2017 Equifax data breach exposed the personal information of over 140 million Americans, but the breach wasn’t just technical—it became a governance failure. Executives waited several weeks to disclose the incident publicly, and the board appeared to be caught off guard by the scope and timeline of the response.
Subsequent investigations revealed that board members lacked sufficient visibility into the company’s cybersecurity posture and incident response planning. The result was a loss of public trust, executive resignations, and long-term reputational damage.
Takeaway: A board that isn’t kept informed—or doesn’t insist on transparency around critical risks—can find itself sidelined when its oversight is needed most.
Best Practices for Role Clarity
Clear leadership boundaries don’t emerge in the middle of a crisis—they’re the product of intentional planning, governance maturity, and mutual trust built over time. Organizations that respond effectively under pressure often share a common foundation: structured alignment between executive authority and board oversight.
Pre-crisis planning that includes governance roles
A strong crisis response plan outlines governance protocols. This includes:
- Who briefs the board and how often
- What types of events trigger immediate notification
- How leadership transitions or spokesperson responsibilities are handled under duress
Integrating governance into crisis simulations or tabletop exercises can help surface gaps and misaligned expectations before they become liabilities. And that governance should be accessible and useful.
“Boil your 300-page [crisis response] document down to about 10 PowerPoint slides—that is the gritty governance that you should be looking for as a board member to make sure the management team is truly taking this seriously,” says Buckner.
A single point of accountability
During a crisis, ambiguity kills momentum towards action. The CEO or another clearly designated executive should be empowered to lead the response with the authority to make rapid decisions. However, that authority must be coupled with disciplined communication to the board, typically via the chairperson, lead independent director, or a crisis-specific committee.
This balance ensures that the board remains informed without becoming operationally entangled.
Defined thresholds for board engagement and escalation
Not every crisis requires board-level intervention. But certain triggers— such as reputational events with material market impact, legal exposure, or public safety concerns—may cross the line from management to oversight. These thresholds should be defined in advance and revisited regularly.
Formal guidelines might include:
- Mandatory board notification within a set timeframe
- Requirements for convening emergency board meetings
- Criteria for public disclosure review and sign-off
Pre-established communication cadence and format
Inconsistent or ad hoc updates can breed frustration on both sides. Agreeing in advance on the cadence, format, and content of crisis communications can help maintain trust and minimize second-guessing during the response phase.
One best practice: daily summary updates during the acute phase of a crisis, transitioning to weekly debriefs as conditions stabilize.
Post-crisis reviews with board and executive collaboration
Once the immediate threat passes, joint reflection becomes essential. A structured after-action review or report (AAR) involving both executives and board members helps identify:
- What went well
- Where coordination faltered
- What needs to change in governance protocols or leadership training
These sessions should not be purely evaluative—they’re an opportunity to build institutional muscle memory and strengthen the board-exec relationship for the next crisis.
In a crisis, clarity is power. When executive teams and boards understand and respect their distinct responsibilities—while working in close coordination—they position their organizations to respond faster, communicate more clearly, and recover more fully.
The best time to define these roles is not in the middle of a crisis, but long before one ever occurs.
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