THE BOARDROOM COMPANY

Crisis Response for the Board

I wonder what the board meeting was like at Astronomer this week?

When a CEO and CHRO are publicly caught in a compromising situation it raises significant concerns about judgment, ethics, and the potential for liability or internal disruption. This week, the CEO and CHRO from a company called Astronomer were caught on the “kiss cam” at a Cold Play concert. Both are married.

As board director, your role is to act in the best interest of the company, its shareholders, and its employees.

Here is a breakdown of how the board might react:

1) Call an Emergency Board Meeting 
Objective: Understand the facts and assess reputational, legal, and organizational risk.
Participants: Independent directors only at first, possibly legal counsel or an external advisor later. CEO would not be present.

2) Conduct a Thorough, Independent Investigation 
Engage external legal counsel or a firm specializing in employment investigations. There could be other issues involved such as fraud – did the tickets to the Cold Play concert go on the company card?
Assess if their relationship violated company policies (e.g. conflict of interest).
Whether there was any misuse of power, coercion, or retaliation involved.
If the CEO or CHRO failed to disclose the relationship as required.

3) Consider Ethical and Cultural Implications
This incident could undermine trust in leadership and HR integrity by shareholders and stakeholders of Astronomer.
HR function’s role in handling complaints, culture, and DEI initiatives may now be compromised.
Rules for me but not for thee: Employees may see a double standard if there are no consequences.

4) Decide on Consequences Based on Findings
Here are some options:
 Termination for cause (if policies were violated or trust is irreparably broken).
 Voluntary or forced resignation of one or both parties.
 Forced leave of absence during the investigation.
 Public or internal reprimand, coupled with remedial steps (e.g., new policies, ethics training), if the board deems the incident poor judgment but not grounds for dismissal.

5) Communicate with Transparency and Care 
Reinforce to employees in a firm-wide communication that the board upholds accountability and ethical leadership. Reassure employees that HR remains a safe channel.
To external stakeholders (as needed), keep messaging consistent, professional, and focused on values, governance, and business continuity.

6) Review and Update Policies 

Review your code of conduct, ethics, and relationship disclosure policies.
Require executive-level disclosure of any personal relationships that could create real or perceived conflicts.

If you were on the board of Astronomer right now, what would you do?

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