Many companies eventually reach a point where traditional governance bodies—shareholders’ meetings, statutory management, and formal boards—no longer provide sufficient strategic support.

To address this, organisations create non-statutory, flexible governing bodies such as ad-hoc boards, strategic committees,expert panels, and project-specific working groups.

These structures offer high-level expertise, reinforce strategic discipline, and support founders without undermining managerial authority.

1. How These Bodies Are Set Up

Although flexible, ad-hoc governance bodies must be created through a clear corporate process:

a) Formal Corporate Resolution (Acta / Minutes)

A shareholder or board resolution formally establishes the body, defining its nature, purpose, non-binding character, and approving its internal rules.

b) Internal Regulation / Rule Book

A concise document sets out purpose, scope, composition,mandates, competencies, operating rules, confidentiality and conflict-of-interest standards, and record-keeping obligations.

c) Individual Appointment Letters

Each member receives an appointment letter confirming the consultative role, independent-service status, duties, confidentiality rules, conflict-of-interest obligations, and remuneration terms.

d) Record-Keeping & Compliance File

The company maintains the founding resolution, regulations, signed appointment letters, agendas, reports, attendance records, and declared conflicts to ensure full compliance and audit readiness.

2. What Is an Ad-Hoc Board?

An ad-hoc board is a non-statutory, consultative body designed to provide structured external insight on strategy, performance, and long-term initiatives.

It does not hold decision-making or representation powers and cannot bind the company.

3. Why Companies Create These Bodies

  • Expertise without full-time hires: Access to senior knowledge in key areas.
  • Strategic discipline: Regular meetings force structured planning and review.
  • Founder support: A sounding board for complex decisions.
  • Investor confidence: Strengthened governance and due-diligence readiness.

4. Composition and Appointment

A typical ad-hoc board includes:

  • A Chair/President, responsible for meetings and follow-up.
  • Independent specialists, providing external insight.
  • Observers, such as founders or executives, without membership duties.

Appointments are formalised through nomination contracts.

Terms often last 1 year for members and 3 years for the Chair,renewable unless terminated.

5. Core Competencies

Ad-hoc boards focus on strategic—not operational—matters:

  • Reviewing annual and multi-year strategy.
  • Analysing performance and expansion plans.
  • Assessing major investments and risks.
  • Advising on culture, leadership, and organisational design.
  • Issuing non-binding recommendations.

6. Operating Model

Typical rhythms include:

  • Monthly or quarterly sessions for updates and reviews.
  • An annual strategy meeting to set next-year priorities.

Meetings may be in-person or remote. The Chair prepares agendas and concise post-meeting summaries.

7. Remuneration Models

Most companies use a per-meeting fee, maintaining independence and avoiding employment-law risk.

Members invoice the company directly and handle their own tax and social security obligations. VAT treatment depends on their residency.

8. Duties of Members

Members must:

  • Act independently and impartially.
  • Prepare adequately.
  • Maintain confidentiality.
  • Declare conflicts in advance.
  • Refrain from managerial, representational, or operational acts.
  • Avoid acting as de facto directors.

Serious or repeated breaches allow immediate removal.

9. Beyond Ad-Hoc Boards: Other Structures

Companies often create additional bodies such as:

  • Investment Committees
  • Risk Committees
  • Brand/Product Councils
  • Market-Entry Panels
  • Transformation Steering Groups

All share the same principles: specialised, non-binding,flexible, strategic.

10. Conclusion

Ad-hoc boards and other flexible governance bodies help companies scale responsibly, strengthen decision-making, and access specialised expertise—without modifying statutory governance or shifting managerial authority. They provide structure and oversight while keeping accountability firmly with management and shareholders.