ARTICLE
3 July 2020

The Role Of The Board In Responding To A Crisis

OH
Osler, Hoskin & Harcourt LLP

Contributor

Osler is a leading law firm with a singular focus – your business. Our collaborative “one firm” approach draws on the expertise of over 400 lawyers to provide responsive, proactive and practical legal solutions driven by your business needs. It’s law that works.
Sooner or later, every enterprise will face a crisis. When it hits, the ability to side-step disaster depends on the effectiveness of your company's response.
Canada Coronavirus (COVID-19)

EXPECTATIONS FOR MANAGEMENT AND BOARD

MANAGEMENT'S ROLE NEEDS OF THE BOARD BOARD'S ROLE
  • Implement and adapt its preestablished crisis response plan
  • Identify risks and assess responsibility for developingmitigation strategies
  • Internal communications strategy – consistent and trust-evoking messaging from top to bottom
  • External communications strategy – message development, stakeholder identification
  • Tend to public reputation
  • Determine corrective actions
  • Execute the response plan
  • Frequent, timely and frank reporting
  • Quantification of impact/exposure
  • One point of contact between board and management
  • A clear statement of the questions
  • the Board needs to decide or
  • issues it needs to address
  • Clear understanding of stakeholder engagement strategy, and the role it, or any member, should be playing
  • Clear explanation of how short‑term responses address long-term needs
  • Understand the situation, implications for the organization and management's focus
  • Provide advice and counsel to management as sought
  • Be available and willing and able
  • to provide requested support to management
  • Understand and respect board and management roles
  • Make decisions with a view to longterm sustainability of the organization
  • Facilitate post-crisis review assessment and provide feedback to management

KEY ELEMENTS TO A CRISIS RESPONSE

  • Identified team, with allocated responsibilities and accountabilities
  • Approved internal communication framework
  • Assigned responsibility for external communications and stakeholder engagement
  • Contingency plans in case management is unable to assist
  • Systems to monitor developments and adjust the plan as needed
  • Engagement with regulators
  • Anticipation and management of additional fallout
  • Unobstructed up-the-ladder reporting

PREPARE FOR THE NEXT CRISIS

POST-CRISIS ASSESSMENT DEVELOP AND PROMULGATE INTERNAL AND EXTERNAL MESSAGING REASSESS AND IMPROVE CRISIS PLAN
  • What did we do right?
  • What could we have done better?
  • Solicit views:
    • internal stakeholders (directors, officers, managers, employees)
    • external stakeholders (customers, suppliers, regulators, etc.)
  • How has the crisis affected the organization?
  • Where is the organization now?
  • Where are we going?
  • Reassess enterprise risk management system's ability to identify and mitigate new or evolving risks
  • Reassess plan's ability to respond to the next crisis
  • Buttress defenses against the next crisis

Download PDF: The role of the board in responding to a crisis

Originally published May 2020

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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