HomeSituationsBoards & governanceSpecial committee process
TN/SIT/21
Edition 2027 · effective 1 January 2027
Boards & governance · Special committee process
A transaction or investigation needs a process that visibly does not depend on the people involved.
Special committees protect minority shareholders and the board. Independent professionals can chair, evaluate and document the process so it withstands scrutiny.
§ 01What it looks like
Recognise it early. The earliest moment is the cheapest.
What you notice first
Small, and easy to explain away.
- Related-party transaction
- Management buyout
- Allegation involving senior leaders
- Activist or regulator interest
What waiting can cost
Usually more than the original issue.
- Fairness to all shareholders
- Legal defensibility
- Board reputation
§ 02The Neutral route
Usually: Neutral Chairing.
Independence must be seen as well as real; Neutral roles make it visible.
Neutral Chairing
The body decides. The chair keeps the process fair.
Also used · AdvisoryNeutral Evaluation
You decide. The evaluator advises.
§ 03The steps
What a good process looks like.
- Define the committee mandateBefore anything else01
- Confirm members’ independenceThe moment independence enters02
- Appoint independent advisers and, where useful, a Neutral chairWhere the work is done03
- Document every stepSo it holds04
§ 04Prepare and avoid
What to bring. What to leave out.
(Bring)
01
Mandate and terms of reference
02
Conflicts disclosures
03
Timetable
04
Advisers
(Avoid)
✕
Giving the committee a mandate it cannot exercise
§ 05Your version
Every situation is different. Describe yours.
§ 06Related