When a Director Oversteps: How CFOs Handle Board Members Who Go Direct to Staff

It is one of the most common problems CFOs face, and one of the least discussed.

A director starts contacting your team directly. Asking for reports. Querying numbers. Giving instructions. Sometimes it is a former CFO who sits on the board and cannot let go. Sometimes it is a major shareholder or founder. Sometimes it is a well-meaning director who does not understand the line between governance and management.

For the CFO, it creates real risk. Your team is confused about who they work for. Information goes to the board without context. Your relationship with the CEO is tested. And if you handle it badly, you can damage your relationship with the board.

This article covers why it happens, the risks, how to handle it and what to take into your next role.

Why it happens

Directors overstep for many reasons:

• Habit. Former executives, especially former CFOs, are used to getting information directly.

• Ownership. Founders, major shareholders or family owners may see the business as theirs to run.

• Anxiety. A director worried about a risk may want answers fast.

• Lack of clarity. The board and management have not agreed how information flows.

• Weak reporting. If board papers do not answer directors' questions, they go looking.

• Distrust. A director may not trust the CEO or CFO and wants to check for themselves.

Understanding the reason helps you respond the right way.

The risks for the CFO and the team

For your team. Staff may feel pressured, confused or exposed. They may give a director information without context, leading to misunderstandings.

For you. You may lose control of the numbers and the message. You may be blamed for issues that arise. Your authority with your team may weaken.

For the CEO. The CEO may feel undermined, and may expect you to manage it.

For governance. The line between the board's oversight role and management's role becomes blurred. This can lead to poor decisions and conflict.

Talking to the chair, not around them

In most cases, the right person to raise this with is the board chair. Not the director directly, at least not first. And not other directors.

Before you do, talk to your CEO. Agree on the approach. You should not raise a board governance issue without the CEO knowing.

Then, with the CEO's agreement, raise it with the chair calmly and factually.

"I want to raise something that is creating some confusion in the finance team. Over the past two months, one of the directors has contacted several team members directly with requests for analysis. I want to make sure the board gets everything it needs, and I would like to agree a way for those requests to come through me or the CEO, so we can give the right context."

Focus on the process, not the person. Offer a solution.

Setting clear lines for information

Most boards benefit from a simple, agreed approach to information requests. For example:

• Directors send requests for information to the CEO or CFO

• Management responds in a set time

• Significant requests are shared with the whole board

• Directors can meet management, but with the CEO's knowledge

Some boards formalise this in a board charter or protocol. Others agree it informally. Either way, having it written down helps.

You can also reduce the problem by improving board reporting. If directors are getting what they need in the board pack, they are less likely to go looking. See how to write a board paper.

Supporting your team

While the issue is being resolved, protect your team.

• Tell them it is fine to be polite and helpful, but to let you know about any direct requests

• Ask them to pass requests to you before responding

• Back them up if a director pushes

• Make sure they are not blamed for following your guidance

When the director is also the owner

This is the hardest version. In family businesses, founder-led companies or businesses with a major shareholder, the director may also be the owner. They may see direct contact as their right.

In this case:

• Be respectful of their position as owner

• Work with the CEO and chair, if there is an independent chair

• Focus on how a clear process helps the owner get better information

• Accept that some direct contact may continue, and manage it rather than fight it

See founder-led business CFO and family business board roles.

When it cannot be fixed

Sometimes the chair is unwilling or unable to address the issue. The director may be powerful, or the chair may agree with them. If the situation persists and affects your ability to do your job, think about your options. This may become a factor in whether you stay. See managing a difficult CFO situation.

Lessons for your next role

This experience is valuable for your future, both as a CFO and as a future director.

As a CFO, ask about board and management boundaries during interviews. "How does the board usually request information from management?" The answer tells you a lot.

As a future director, remember how it felt. The best directors respect the line between governance and management. "Noses in, fingers out" is a common description of the right balance.

How it reads in interview

You may be asked about a difficult board relationship. This can be a strong story if handled well. Focus on the process you used, your loyalty to good governance and the outcome. Never criticise the director by name.

Common mistakes

• Confronting the director directly in a heated way

• Going to other directors before the chair

• Raising it without the CEO's knowledge

• Ignoring it and hoping it stops

• Blaming your team for responding to the director

A quick self-check

If a director is going direct to your team, ask yourself: have I told the CEO? Have I offered the chair a simple solution? Have I protected my team? Have I checked whether our board reporting is giving directors what they need? Those four steps fix most cases.

Preventing it in the first place

The best way to deal with an overstepping director is to prevent it. If you are new to a CFO role, agree on how information flows in your first few months. Ask the CEO and chair how directors usually request information. Offer to meet each director early, so they know they can come to you. Make sure the board pack answers the questions directors care about most.

When directors trust that they will get what they need from you, most will not go elsewhere.

Talking to the director directly

In some cases, especially if you have a good relationship with the director, a direct and friendly conversation can work. Do this only with the CEO's knowledge, and keep it about process.

"I have noticed a few requests coming directly to the team. I want to make sure you get what you need quickly and with the right context. Would it work if you sent requests to me, and I make sure they are covered?"

Many directors simply did not realise the effect they were having.

Your next step

If this is happening now, write down the facts: who, what, when and how often. Then talk to your CEO about raising it with the chair. Keep the focus on process and better information for the board.

If you want help preparing for a CFO role where board relationships are central, my CFO resume writing is built for senior finance leaders across Australia and New Zealand.

If you are dealing with a difficult board situation, book a complimentary Clarity Session.