Guide: What to Do When a Board Member Is Overstepping

There are a range of ways in which a board member overstepping can interrupt or undermine the work of the board. From derailing the agenda of a meeting to interfering in the day-to-day operations of the company, bypassing the correct channels. In these cases, it can reduce the effectiveness of the board and, in turn, prove challenging for the company in reaching its goals. 

Executive advisor, Tricia Groff, says: “boards are created to provide support, guidance, and oversight to ensure the well-being of an organisation. The reality is that conflict-ridden boards and members who dissent from the greater good to pursue personal gain serve as a distraction to the executive team.”

This article explains how to recognise when a board member is overstepping, preventative steps you can take and how to address it when it does happen. 

How to recognise board members overstepping

Here are some of the signs that a director is overstepping their remit on your board: 

Sign	Explanation
Challenges decisions	The time to challenge suggestions and proposals is around the table in the board meeting. Once a decision has been made democratically by the board, it is no longer helpful to continue to deride it, especially not in public. This undermines the authority of the board’s decision-making process as well as the CEO and executive team.
Micromanages	The board and its committees are collaborative spaces, where each member is chosen for their experience and expertise. The company chooses directors because it trusts them to work with their colleagues, enjoying the benefit of everyone’s input. When a director micromanages projects or tasks, it is formed and moulded based on their ideas and wishes, rather than being the product of a diverse range of angles.
Makes unilateral decisions	After the board makes its decisions on different motions, they are assigned to directors to action them. At this stage, a board member who ignores the outcome of the vote in the meeting and chooses to take the work in a different direction is overstepping their role, making unilateral decisions rather than working towards the will of the board.
Exerts influence over personnel matters	It can be difficult to say no to a board member and, if that director decides that the company should hire a specific person or dismiss someone, they can influence those making decisions. However, this goes beyond their remit as a board member.
Exceeds role	In fact, any action that a board member takes that goes beyond the board’s strategic oversight role constitutes overstepping. If the director interrupts the process of making operational decisions within the management team, they are exceeding their role.
Communicates without authorisation	Sometimes a board member will be asked for their opinion on a topic or to discuss something related to the business. This must be organised through the correct channels and with the appropriate permissions. When a board member enters into communications on behalf of the organisation without authorisation, this can be problematic as they might go off message and damage the brand’s reputation.
Pushes personal projects	Directors have a duty to act in the interests of the company and its stakeholders. This means working with their colleagues to tackle the issues most relevant to the strategic future of the business. However, some board members take the opportunity to push projects which are of personal interest to them, rather than being a priority for the business. This takes up valuable time when the board could be working towards completing more meaningful projects.
Allocates funds without approval	Directors should not be able to make budgetary decisions unilaterally, but they may have undue influence over financial decision-makers, which could lead to allocations of funds to certain projects being markedly different from what the board envisaged.
Changes strategy without consensus	A board member with a dominant personality may even be able to push for strategic shifts without working through the official channels. This can be an issue in smaller companies with less of a formal structure. It is a clear sign that the board member is overstepping their duties.

Reasons for overstepping behaviour

• Personal ambition and ego make them believe that they are right for pushing the agenda, projects and direction that seem most important to them. They might even genuinely believe that they are working in the best interests of the business and that others’ suggestions would be damaging.
• Misunderstanding responsibilities and authority limits is another common reason for overstepping. If they do not have clarity over their role and remit, it can lead to confusion and behaviour that can be categorised as overstepping, even if it is not intentional. 
• Lack of faith in colleagues’ competence might be the reason that a director takes matters into their own hands. Nearly half (48%) of directors questioned in a survey said they felt at least one counterpart should be removed and some board members try to make up for what they perceive as a weak point for the board by overriding the input of the colleagues they do not believe to be competent. 
• Power imbalances within the board can lead to those who are more persuasive and forthright pushing their opinions on others. This can unduly influence the decision-making process and impact the corporate governance of the organisation. 

How to prevent board members overstepping

Here are some steps you can take to prevent board members overstepping:

1. Clarify roles and responsibilities

Ensure that you are clear about what is expected of your board members. From onboarding, through ongoing training, you should communicate the roles and responsibilities that your directors are expected to fulfil. 

This starts with a formal job description that illustrates what does and does not form part of each director’s jurisdiction. By concentrating on this aspect, you can be sure that there is no confusion for the board member about whether they are or are not overstepping. 

2. Build strong relationships

The board and the executive team must share amutual trust and understanding to ensure that they support each other to achieve outcomes that benefit the business. If your directors do not feel that connection, it can lead to them overstepping their roles to carry out the types of activities they feel might be missing. 

Open lines between the board and C-suite allowing for the free flow of ideas and two-way communication that builds stronger and more robust relationships. This mutual respect should discourage overstepping, in favour of a more collaborative approach. 

3. Conduct regular performance reviews and evaluations

Of course, you don’t want to micromanage directors because they should be allowed the freedom to explore and develop ideas through their unique, expert perspectives. However, when you stay in contact and provide regular reviews and evaluations, you will be able to ensure they are on the right track and spot any early signs of overstepping before it becomes detrimental to the board. 

Make it a conversation to find out what you can adjust for the best interests of both parties. This might include changing the expectations you have of the director and widening or closing the boundaries of their responsibilities as necessary. 

How to address overstepping when it happens

1. Gather feedback on board dynamics to understand where there is disruptive behaviour and what effect it is having on the work of your directors. Dissenting voices and challenging conversations are essential for a healthy board, but when actions go beyond this, you need to understand who is responsible and the consequences of their behaviour. 
2. Work with the board chair to set boundaries for disruptive members and to maintain these boundaries during and between meetings. The board chair has the authority to discourage overstepping behaviour when they see it and are supported to maintain order and focus. 
3. Involve external mediators if needed, as they can provide a fresh perspective and confirm whether or not the behaviour of directors is within their remit or classed as overstepping. If the board member in question feels that they no longer trust or respect their colleagues, an external presence can help them regain perspective.
4. Follow best practices during board meetings. When the meetings run in an efficient and effective manner in line with board meeting etiquette, all directors have a chance to contribute, providing balance and counterarguments to those of the overstepping board member. 
5. Communicate expectations clearly to all board members to remind them of their duty to the business and its stakeholders, as well as their commitment to their colleagues. Ensure not just the board member in question, but also their colleagues, understand the standard of behaviour they should strive to achieve when taking part in meetings and working on behalf of the board of directors. 
6. Hold a private discussion with the overstepping member at the earliest opportunity. The sooner you have this conversation, the more likely you are to find an amicable resolution. If the director doesn’t realise they are overstepping, a one-to-one conversation could spare their blushes and help them work out how to realign their attitude. For a board member who is intentionally overstepping this conversation can help to work through the issues they have with the current set-up and reach an agreement on ways forward. 
7. Document your discussions for accountability and to show that you have taken action to address issues within your board. This helps to provide a benchmark for behaviour, allowing you to take further action if your overstepping director fails to balance their behaviour. 

FAQ

Can a board member overstepping lead to legal issues?

If a board member oversteps and makes unauthorised decisions that harm the organisation or violate their fiduciary duties, this could result in stakeholders taking legal action against them.  

What constitutes a personal liability exposure for board members?

Personal liability exposure arises when board members fail in their fiduciary duties, engage in misconduct or breach regulations. In some circumstances, they could be personally accountable for the financial or legal repercussions of these actions. 

Why are clearly defined roles important in a board?

Clearly defined roles prevent overlaps and conflicts, ensuring that each board member understands their responsibilities. This promotes effective governance and decision-making within the board.

References and further reading

• State of meeting management 2024
• Create a culture of accountability
• Help directors be more productive
• Timeless principles of board dynamics
• Book: How Boards Work
• How to improve directors’ communication
• Best practices for board management
• Lu, Yun et al. “Board of directors’ attributes and corporate outcomes”