How to Run Your First Internal Complaints Committee Meeting

Constituting an Internal Complaints Committee is not the finish line — it is the starting line. The legal obligation becomes real only when the committee operates: when it holds its inaugural meeting, formally organises itself, and establishes the procedural foundations that will govern every inquiry it conducts from that point forward. Most ICs never hold a proper inaugural meeting. This guide walks through exactly how to do it.

Before the Meeting: Quorum and Who Must Be Present

The PoSH Act does not specify a quorum for IC meetings in the same way corporate law governs board meetings, but the principles of natural justice that underpin the Act make a clear expectation: a majority of constituted members should be present for any meeting that makes substantive decisions. For practical purposes, treat half the IC members (rounded up) as the minimum viable quorum for the inaugural meeting.

For the inaugural meeting specifically, presence of the External Member is strongly advisable. Their participation signals the independence and legitimacy of the committee's formation. If the External Member cannot attend in person, a video call with a written record of their participation is acceptable. What is not acceptable is constituting the IC on paper and then holding the inaugural meeting without any record of External Member engagement.

Ensure the Presiding Officer — who must be a woman employed at a senior level — is confirmed before scheduling. Without a Presiding Officer, the meeting cannot formally constitute itself as a valid IC.

The Inaugural Meeting Agenda

The first IC meeting should accomplish four specific things, in order. A suggested agenda structure follows:

What Must Go Into the Minutes

The minutes of the inaugural meeting are a legal document. They should be drafted with that in mind — not as a narrative summary, but as a precise record. At minimum, the minutes must capture: date, time, and location (or virtual platform) of the meeting; names and designations of all attendees; confirmation that quorum was met; a record of each agenda item and the outcome or agreement reached; signatures of all attending members.

The minutes must be signed — physically or with a digital signature — by the Presiding Officer and at least one other IC member before they are filed. A draft circulated via email and never formally approved does not constitute a signed minutes document. Store the signed minutes digitally alongside the IC constitution order; under the 2024 amendment, both must be electronically accessible for a minimum of seven years.

How Often the IC Must Meet

The Act does not prescribe a minimum meeting frequency outside of complaint proceedings. In practice, the IC should meet in two circumstances: when a complaint is received (and then as many times as the inquiry requires, within the 60-day window), and at least annually for a compliance review — to update records, confirm that all members are still current, review the annual report before it is filed, and refresh the committee's procedural understanding.

Some companies schedule a biannual IC meeting regardless of whether complaints have been received. This is good practice — it keeps the committee operationally alive and demonstrates an active compliance posture rather than a dormant one.

Common Mistakes to Avoid

• Holding the meeting without the Presiding Officer. This invalidates any decisions made. Reschedule if necessary.
• Not keeping minutes at all. Every meeting is a legal event. Every meeting needs a written record.
• Confusing the IC meeting with a general HR meeting. IC meetings have a distinct purpose and must be separately minuted.
• Ignoring the External Member. If your External Member has never attended a meeting, that is a compliance gap — not a minor one.
• Treating the inaugural meeting as a one-time formality. The committee must remain operationally active. A committee that met once in its formation year and never again will not survive a district officer's scrutiny.