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Annex C: Remuneration Committee Terms of Reference

Published 1 October 2013

© Crown copyright 2013

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This publication is available at https://www.gov.uk/government/publications/cma-board-rules-of-procedure/annex-c-remuneration-committee-terms-of-reference

Purpose

1 . The purpose of the Remuneration Committee is to make final recommendations to the Board on all aspects of remuneration decisions for the CMA’s senior civil servants in accordance with the guidance in the Pay Strategy and with particular regard to equal opportunities. It will also provide a strategic steer on pay issues relating to the CMA’s non-senior civil servants.

Status

2 . The Remuneration Committee is a non-executive of the Board and acts on delegated authority from the Board.

Responsibilities

3 . The Remuneration Committee’s responsibilities are:

  • to ensure that the CMA’s senior civil servants are rewarded fairly and differentially according to their contribution to the CMA, both in achieving their objectives and in developing their competencies, skills and knowledge;
  • to keep under review the criteria for allocating the CMA’s senior civil servants to performance tranches and awarding bonuses;
  • to determine the performance tranche and, where applicable, bonus distribution for the CMA’s senior civil servants, taking account of the CMA’s overall performance and recommendations of line managers;
  • to monitor the operation of the system and provide a report of recommendations on pay decisions; and
  • to provide a strategic steer on pay issues relating to the CMA’s non-senior civil servants and to have oversight of the performance management ratings for non-senior civil servants, with a particular focus on equality and diversity.

Membership

4 . The Remuneration Committee shall be chaired by a Non-executive Director of the Board, and its members will include at least one other Non-executive Director of the Board and the Chair of the Board.

5 . The Board may not delegate anything that it is required or permitted to do to committees and sub-committees that include people who are not members of the CMA or its staff.

6 . The Chief Executive and the Chief Operating Officer may also attend.

7 . A quorum shall be a minimum of two members.

Meetings

8 . The Remuneration Committee shall meet as required, at least once a year.

Reporting

9 . Meetings of the Remuneration Committee will be minuted by Human Resources.

10 . As soon as practicable after each meeting and at such other times as the Committee may consider appropriate, the Chair of the Committee shall report to the Board and, once approved by members of the Committee, the minutes of any Committee meeting shall be circulated to the Board unless, exceptionally, it would be inappropriate to do so.

11 . The Chair of the Remuneration Committee will report once a year to the Board, on the findings, conclusions and recommendations of the Committee for the past year.

Conflicts of Interest

12 . Members of the Remuneration Committee will:

  • have regard to the CMA’s policy on conflicts of interest;
  • review before each meeting whether there are any interests which may conflict with their duties as members of the Committee and, if so, disclose them to the Board Secretary and, where appropriate, the CMA Compliance Officer;
  • be asked by the Chair of the Committee at each meeting to confirm they have carried out such a review and made such disclosure; and
  • not participate in any activity of the Committee in relation to which they believe they have a conflict or possible conflict of interest without the consent of the Chair of the Committee.

Review

13 . These terms of reference will be reviewed by the Committee at least every two years and any changes considered necessary will be recommended to the Board for approval.

Version control

14 . These terms of reference were last updated in April 2021.

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