Introduction

The Prevention of Sexual Harassment of Women at Workplace (POSH) Act, 2013, was enacted to provide a safe and secure environment for women employees, free from any form of sexual harassment. It mandates that every workplace, irrespective of size or industry, must comply with its provisions. The Act emphasizes that no individual, regardless of their designation or authority, is above the law. This raises a crucial question: Can a CEO, being the highest-ranking officer of a company, be investigated under the POSH Act? The answer is yes. The Act ensures accountability across all levels of the organizational hierarchy, including the top management.

Significance of POSH Act in Workplace Hierarchy

The POSH Act has a strong foundation in constitutional principles of equality, dignity, and the right to work in a safe environment. Its applicability spans from junior employees to senior executives, reinforcing the idea that workplace safety cannot be compromised, regardless of position.

• Universal Applicability: The Act applies to all employees — contractual, part-time, interns, trainees, permanent staff, managers, directors, and even the CEO.
• Neutrality of Law: Hierarchy does not offer immunity. A CEO, despite being the apex authority in a company, remains equally accountable under the provisions of POSH.
• Corporate Governance: Since CEOs play a pivotal role in setting organizational culture, the Act ensures they are also bound by the same ethical and legal standards that they are expected to promote.

By extending its ambit to top leadership, the POSH Act sends a clear message: compliance is not selective but universal.

Why CEOs and Top Management Are Not Exempt

CEOs and senior management often wield considerable influence over employees. In the absence of proper safeguards, this imbalance of power can make it difficult for employees to raise complaints against them. Recognizing this, the POSH Act explicitly ensures that top officials are not excluded.

1. Legal Mandate: The definition of an "employee" under Section 2(f) of the POSH Act covers anyone working in the organization, irrespective of their role or designation. This naturally includes the CEO.
2. Power Imbalance: CEOs and top management may exercise disproportionate control over working conditions, appraisals, and promotions. Allowing immunity to such positions would defeat the very purpose of the Act.
3. Case Precedents: Judicial interpretations in various cases have underscored that the Act must be applied strictly and fairly, even against top executives, to maintain workplace integrity.
4. Organizational Ethics: The accountability of the highest-ranking officer strengthens employees’ trust in the grievance redressal mechanism and reflects the organization’s commitment to ethical practices.

Thus, when a CEO is accused of sexual harassment, the complaint is not only valid but also requires strict procedural compliance under POSH.

Can a CEO Be Investigated under the POSH Act?

Legal Provisions under the POSH Act, 2013

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) was enacted to provide every woman with a safe and dignified working environment. Importantly, the Act does not exempt any individual—be it a junior employee or a senior executive. The provisions apply equally to all employees, including the CEO, Managing Director, or other members of top management.

Section 2(f) defines “employee” broadly to include any person employed at a workplace for remuneration, whether temporary, permanent, ad hoc, or daily wage basis. This wide definition ensures that even individuals at the highest level, such as the CEO, fall within its purview.

Scope of “Employee” and “Respondent”

Under Section 2(m), a “respondent” means the person against whom the aggrieved woman has made a complaint. Since the Act makes no distinction based on hierarchy, a CEO can certainly be named as a respondent if a complaint of sexual harassment is made against them. This reinforces the Act’s purpose of protecting women from harassment by anyone, regardless of position or authority.

Case Laws and Precedents

While there are few publicized cases specifically involving CEOs due to confidentiality and corporate sensitivity, Indian courts have repeatedly emphasized that no one is above the law in matters of workplace sexual harassment.

• In Medha Kotwal Lele v. Union of India (2013), the Supreme Court reaffirmed the Vishaka Guidelines and stressed that organizations must ensure independent and fair inquiry, regardless of the accused’s status.
• The Delhi High Court in Shanta Kumar v. Council of Scientific and Industrial Research (2017) highlighted that internal committees must act without bias or fear of influence, especially when senior officials are involved.

These precedents underscore that CEOs and top executives can indeed be investigated under the POSH Act.

Who Forms the Internal Committee (IC) in Case of a Complaint Against a CEO?

Standard IC Composition under POSH Act

As per Section 4 of the POSH Act, every workplace with 10 or more employees must constitute an Internal Committee (IC). The composition is:

1. Presiding Officer – A senior woman employee at the workplace.
2. Two or more members – Employees committed to women’s welfare, preferably with legal knowledge or social work experience.
3. One external member – From an NGO or association committed to women’s causes.

This structure ensures representation, balance, and external oversight.

Conflict of Interest When Respondent is the CEO

When the respondent is the CEO or head of the organization, conflict of interest arises if the IC is constituted under their authority. In such cases:

• The IC must operate independently, without undue influence from the respondent.
• If the CEO is directly involved, the Board of Directors or a higher governing body steps in to oversee the process.
• In some instances, companies may appoint a special committee or transfer the inquiry to the Local Committee (LC) formed by the District Officer under the POSH Act.

Role of External Member in IC Formation

The external member’s presence becomes especially critical when the complaint is against senior management. They provide independence, neutrality, and ensure fairness. External members from NGOs or experts in women’s rights play a pivotal role in avoiding bias in such sensitive inquiries.

Involvement of Board of Directors / Senior Management

In cases involving CEOs, the Board of Directors or the governing authority of the company usually oversees the IC’s functioning. Their involvement ensures accountability and prevents misuse of power by the accused. Some organizations even establish a sub-committee of independent directors to supervise inquiries against top management.

So, a CEO can be investigated under the POSH Act. The law is designed to protect women irrespective of the alleged harasser’s rank. In such cases, the Internal Committee functions under strict oversight, with external members and, if required, the Board or Local Committee ensuring impartiality and fairness.

Steps in Inquiry Against a CEO

1. Complaint Filing and Acknowledgment

• Any aggrieved woman employee can file a written complaint under Section 9 of the POSH Act within 3 months of the incident (extendable to 6 months in special circumstances).
• The complaint is submitted to the Internal Committee (IC) or, if IC is compromised, to the Local Committee (LC) constituted by the District Officer.
• Upon receipt, the IC must acknowledge the complaint, record details, and provide copies to both parties while ensuring strict confidentiality.

2. Constitution of a Fair and Unbiased IC

• Normally, the IC is already formed within the organization as per law.
• However, if the CEO is the Respondent, conflict of interest arises since the IC may be under CEO’s influence.
• In such cases:
  • The Board of Directors or senior management ensures IC restructuring.
  • An External Member (NGO/activist/lawyer) plays a crucial role in maintaining neutrality.
  • If bias is unavoidable, the Local Committee steps in to conduct the inquiry.

3. Conducting Inquiry with Neutrality

• Inquiry must follow principles of natural justice (audi alteram partem – both sides must be heard).
• Key steps include:
  • Notifying the respondent (CEO) with full details of the complaint.
  • Allowing both complainant and respondent to present witnesses and evidence.
  • Providing cross-examination opportunities while maintaining sensitivity.
• Inquiry must be completed within 90 days, as mandated by the Act.

4. Submission of Report and Recommendations

• After conclusion, IC submits a detailed report to the employer/Board of Directors.
• Recommendations may include:
  • Disciplinary action (warning, suspension, termination).
  • Monetary compensation to the aggrieved woman (to be deducted from CEO’s salary).
  • Counseling or workplace reforms.
• Employer/Board must act on recommendations within 60 days.

Challenges in Investigating a CEO

1. Power Imbalance and Fear of Retaliation

• Employees may hesitate to complain against the CEO due to fear of career setbacks, retaliation, or reputational harm.
• Ensuring whistleblower protection and building trust in the redressal system is crucial.

2. Ensuring Fairness and Independence of Inquiry

• CEOs often control organizational hierarchy, creating challenges for impartiality.
• The presence of a strong external member and, if required, the Local Committee helps safeguard independence.
• Companies must avoid internal biases and uphold zero tolerance policies.

3. Maintaining Confidentiality at Senior Levels

• With top management involved, rumors and leaks can quickly damage organizational credibility.
• IC members must strictly adhere to confidentiality clauses under Section 16 of the POSH Act.
• Board and HR must ensure that details are disclosed only on a need-to-know basis.

Judicial & Regulatory Insights

Landmark Cases Involving Senior Management under POSH

1. Medha Kotwal Lele v. Union of India (2013) – Though not directly involving CEOs, this case reiterated that complaints of sexual harassment must be taken seriously at every level, including against senior management. The Supreme Court emphasized the independence of committees and the obligation of organizations to act without bias, which equally applies when the respondent is a CEO.
2. Shital Prasad Sharma v. The State of Rajasthan (Rajasthan HC, 2019) – The High Court stressed that sexual harassment provisions apply irrespective of hierarchy, and senior positions cannot be used as a shield.
3. Case Studies from Corporate India – In several corporate investigations (though not always publicly reported due to confidentiality), CEOs and CXOs have been subjected to inquiries under the POSH Act, proving that no designation exempts accountability.

Guidance from Courts on IC Independence

• Courts have highlighted the need for impartiality in IC proceedings. If the IC is biased or compromised, its findings can be invalidated.
• Judicial opinions stress that where the accused holds a position of significant power, the Board of Directors or external members must step in to safeguard neutrality.
• The Delhi High Court (2017, Global Health Pvt. Ltd. v. Local Complaints Committee) emphasized that procedural fairness and independence of inquiry are non-negotiable, especially in high-stakes cases involving senior executives.

Best Practices for Organizations

Creating Policies for Handling Complaints Against Top Executives

• Explicit Clauses in POSH Policy – Organizations should clearly define the process for investigating complaints against CEOs, MDs, or Board members.
• Escalation Framework – Internal escalation to the Board or Nomination & Remuneration Committee (NRC) should be laid down in writing.

Ensuring Independence of the IC

• Appoint highly credible external members (lawyers, NGO representatives, retired judges, POSH experts) who can resist undue influence.
• Avoid including close subordinates of the CEO in the IC to eliminate conflict of interest.
• Where feasible, seek Local Complaints Committee (LCC) involvement under the District Officer to ensure neutrality.

Building Employee Trust in the Reporting System

• Assurance of Confidentiality – Employees must be assured that even if the CEO is the respondent, their identity and testimony will be protected.
• Communication from the Board – The Board should issue internal communications reinforcing that POSH compliance overrides hierarchy.
• Anti-Retaliation Safeguards – Strong policies ensuring that complainants, witnesses, or IC members face no retaliation are crucial to build trust.
• Regular Awareness Drives – Employees must be reminded that POSH applies to all, and the system is strong enough to handle complaints against anyone, including the top leadership.

Practical Guidance for HR and IC Members

When a complaint is filed against the CEO, the role of the Human Resources (HR) department and the Internal Committee (IC) becomes even more sensitive and complex. Unlike complaints against other employees, those involving top management require heightened vigilance, neutrality, and strict adherence to the law to maintain organizational credibility. Below is detailed guidance:

Dos and Don’ts in CEO-Related Complaints

Dos:

1. Strict Adherence to the POSH Act: Ensure that all actions—from receiving the complaint to the final recommendation—are in compliance with the statutory requirements of the POSH Act, 2013.
2. Immediate Acknowledgment: Provide the complainant with timely acknowledgment of the complaint, assuring them that the matter will be handled fairly and confidentially.
3. Independent IC Constitution: If the CEO is the respondent, restructure or reconstitute the IC to avoid any conflict of interest. This includes ensuring that no close subordinates of the CEO are members of the IC.
4. Role of External Member: In such cases, the external member plays a crucial role in maintaining objectivity. Their independence must be emphasized during the inquiry.
5. Transparency in Process: Communicate the inquiry process clearly to both complainant and respondent, ensuring they understand their rights and responsibilities.
6. Documentation: Maintain meticulous records of every step taken, including complaint filing, notices issued, witness statements, and final recommendations. These records can later be scrutinized by courts or regulatory bodies.
7. Legal Consultation: Seek legal guidance, if necessary, to ensure that the inquiry process is not flawed or biased.

Don’ts:

1. Do Not Delay Proceedings: Procrastination can lead to loss of evidence, increased pressure on the complainant, and reputational damage to the organization.
2. Avoid Informal Settlements: Any attempt to suppress or informally “settle” the matter undermines the POSH Act and can invite penalties for non-compliance.
3. Do Not Allow Organizational Pressure: Ensure that the IC is insulated from management pressure or board-level influence when the CEO is involved.
4. Avoid Victimization: The complainant must not face demotion, harassment, or retaliation of any kind during or after the proceedings.

Protecting Complainant’s Rights

• Confidentiality: The complainant’s identity and details of the complaint must be strictly confidential. Leakage of information can discourage others from reporting.
• Right to Representation: The complainant should be informed that they can present witnesses, documents, and any other evidence supporting their complaint.
• Protection from Retaliation: Since the respondent is the CEO, the fear of retaliation is high. The organization must assure and provide safeguards against termination, transfers, or harassment.
• Timely Resolution: Inquiries must be completed within the statutory period (90 days) to provide justice without unnecessary delays.

Avoiding Organizational Bias

• Neutrality of IC Members: All members must declare any potential conflict of interest. Members reporting directly to the CEO should ideally be replaced to avoid perceived bias.
• Role of External Member: This person becomes the cornerstone of impartiality. Their independent perspective ensures that the inquiry is not influenced by internal politics or corporate hierarchy.
• Involvement of Board of Directors: In some cases, the Board may be required to oversee or validate the IC’s findings, particularly when the accused holds the highest office. This acts as a check against bias.
• Regular Training: HR and IC members should undergo training on how to handle sensitive cases involving top management, ensuring they act with objectivity and fairness.

Conclusion

The POSH Act reinforces the principle that accountability applies to every level of an organization, including the CEO. Investigating complaints against top management requires careful balancing of power dynamics, strict legal compliance, and a commitment to fairness. By ensuring an unbiased IC, safeguarding the complainant, and insulating the process from organizational influence, HR and IC members can uphold the true spirit of the Act.

Ethical governance and transparent mechanisms strengthen employee confidence, protect organizational reputation, and reaffirm that no one, regardless of their position, is above the law. This commitment ensures workplaces remain safe, inclusive, and respectful—cornerstones of a healthy corporate culture.