Constituting Your Internal Committee for the First Time

At Ungender, we often encounter organisations at a moment that feels deceptively procedural but is, in reality, deeply consequential. This is the moment when an organisation moves from acknowledging PoSH compliance in principle to constituting its Internal Committee for the first time. Until this point, PoSH often exists as policy language, leadership intent, or a future task. The act of forming an IC changes that. It introduces names, roles, authority, and accountability. It signals that the organisation is no longer preparing to comply someday, but is now putting a structure in place that may be called upon to act.

For many leaders and HR teams, this step carries an unspoken weight. There is often an awareness—sometimes articulated, sometimes not—that the Internal Committee is not just another committee. It is a statutory body that may one day be asked to hold complex truths, conflicting narratives, and emotionally charged experiences, while remaining fair, confidential, and procedurally sound. This awareness is precisely why organisations hesitate, deliberate, and sometimes second-guess themselves when constituting their first IC.

This piece is written for organisations at that exact juncture. It is not meant to rush you through the process. It is meant to slow it down.

Why the First Internal Committee Shapes Everything That Follows

The Internal Committee is empowered under law to receive complaints of sexual harassment, conduct enquiries, and recommend actions to the employer. Its functioning is expected to meet standards of neutrality, due process, and fairness that go beyond everyday managerial decision-making. What often goes unsaid is that the IC also becomes a cultural signal. How it is constituted—and later, how it functions—quietly communicates to employees whether the organisation treats PoSH as a formality or as a serious responsibility.

In our experience, organisations that treat IC constitution as a checkbox often find themselves struggling later, not because something has gone wrong, but because something has gone unprepared. Members are unsure of their authority. Conversations feel tentative. Documentation feels intimidating. There is an over-reliance on HR or the External Member to “handle” the process. These challenges do not stem from apathy. They stem from the fact that the foundation was laid too quickly.

Conversely, when the first IC is constituted with deliberation—when roles are thought through, members are chosen carefully, and expectations are made explicit—the committee tends to grow into its role more steadily. Even when the first case is difficult, the structure holds.

Understanding When an Internal Committee Becomes Mandatory

One of the earliest questions organisations ask us is whether they are required to constitute an IC at all. The legal threshold is straightforward: once an organisation has ten or more employees at any point during the year, it is required to constitute an Internal Committee.

What complicates this, however, is not the threshold itself, but the assumptions organisations make around it. We often hear that no complaints have been received, that the team is small, that the culture feels safe, or that the workforce is largely remote. While these realities may shape how PoSH compliance is operationalised, they do not remove the obligation to constitute an IC.

From our perspective, constituting the IC before any complaint arises is not merely about legal compliance. It is about ensuring that, if and when a concern is raised, the organisation is not scrambling to create a process in the midst of distress. Preparedness, in this context, is a form of care.

The Presiding Officer: Authority That Can Be Exercised, Not Just Assigned

The appointment of the Presiding Officer is often the most carefully scrutinised decision in the constitution of the IC—and rightly so. The law requires the Presiding Officer to be a woman in a senior position within the organisation. What the law does not do is define seniority narrowly, and this is where organisations often feel uncertain.

In practice, seniority is not only about designation or years of experience. It is about whether the person has the authority to convene, guide, and participate in the committee’s work without fear of repercussion. It is about credibility—whether other members and the organisation at large will accept the Presiding Officer’s leadership in moments of disagreement or discomfort.

In flatter organisations or early-stage companies, seniority may not look like hierarchy. It may show up as institutional trust, reporting influence, or decision-making proximity to leadership. What matters most is that the Presiding Officer can hold the centre of the committee—firmly, calmly, and independently.

Internal Members: The Quiet Weight of Judgment

Internal Committee members are often chosen with good intentions but limited reflection. Availability, tenure, or representational balance sometimes take precedence over temperament and judgment. While these considerations are not irrelevant, they are rarely sufficient.

The role of an IC member requires a specific kind of engagement. Members are asked to listen carefully, read between lines, question assumptions, and sit with ambiguity. They must balance empathy with objectivity and resist the pull of informal opinions or workplace loyalties. This is not easy work.

From our experience, internal members who function well on ICs tend to share certain qualities. They are trusted within the organisation, not because they are agreeable, but because they are fair. They are discreet. They understand that confidentiality is not conditional. They are willing to ask questions that feel uncomfortable but are necessary for clarity. Most importantly, they recognise that their role on the IC is distinct from their everyday professional identity.

The External Member: Independence Is the Point, Not an Add-On

The External Member is often the least understood appointment in the IC, and sometimes the most undervalued. We frequently see organisations treat this role as a statutory formality, appointing someone without fully considering what independence is meant to achieve.

The purpose of the External Member is to bring distance into the process—distance from internal hierarchies, relationships, and power dynamics. This distance allows the committee to ground itself in procedure and fairness, especially when internal conversations become complicated.

In first-time ICs, the External Member often plays an anchoring role. They help demystify enquiry processes, guide documentation, and reinforce boundaries. Their presence reassures both the committee and, later, the parties involved, that the process is not entirely inward-looking. Choosing an External Member with relevant experience and the ability to engage sensitively is therefore not just advisable—it is foundational.

Formal Constitution: Why Process Begins with Paper

Even when organisations identify the right individuals, we often see hesitation around formal documentation. Appointment letters are delayed. Board resolutions are treated as administrative formalities. Tenure is left vague.

This is understandable, but it is also risky.

Formal documentation is what converts a group of people into a statutory body. It is what gives the IC its authority and legitimacy. In the absence of documentation, even a well-intentioned committee may find its decisions questioned later. More importantly, documentation protects the committee members themselves, clarifying that they are acting within an authorised framework.

For first-time ICs, a formal constitution is not bureaucracy. It is protection.

Visibility: When a Committee Exists Only on Paper

An Internal Committee that exists only in internal files or leadership conversations does not serve employees. For the IC to function as intended, employees must know that it exists, who is part of it, and how it can be approached.

We often encourage organisations to think of visibility not as publicity, but as transparency. Including IC details in the PoSH policy, circulating names internally, or displaying information on notice boards signals that the organisation is not hiding the process. It communicates that there is a structure in place, even if it is never used.

This quiet visibility builds trust long before any complaint arises.

Preparing the IC to Function, Not Just Be Named

Perhaps the most overlooked aspect of first-time IC constitution is preparation. Appointment alone does not create readiness. Without orientation, even capable professionals can feel uncertain about what to do when a complaint is received.

We regularly hear first-time IC members express anxiety—not because they lack intent, but because they lack clarity. What happens first? Who speaks to whom? What should be documented? What should not? These questions are best addressed before a case arises.

An orientation session allows the committee to move from designation to confidence. It clarifies roles, timelines, boundaries, and expectations. It also reinforces that the IC functions collectively—that no one member is expected to carry the process alone.

A Closing Reflection from the Ungender Team

There is no flawless way to constitute an Internal Committee for the first time. There is, however, a deliberate way.

When organisations take the time to think carefully about composition, authority, independence, and preparedness, the IC becomes more than a statutory requirement. It becomes a structure that can hold complexity without collapsing under it.

At Ungender, we see the first Internal Committee as the quiet beginning of how an organisation learns to respond—steadily, fairly, and with care—when it matters most.

Need professional help? Reach out to Ungender’s compliance team at contact@ungender.in with the subject line “Advisory IC Constitution”