Purpose 

1 . The purpose of the Remuneration Committee is to provide a strategic steer on reward relating to all CMA employees, and to make decisions or recommendations on all aspects of remuneration for senior civil servants in the CMA, in accordance with parameters set by the Cabinet Office and/or HM Treasury.

Status 

2 . The Remuneration Committee is a non-executive committee of the CMA Board (the “Board”) and acts on delegated authority from the Board. 

Responsibilities 

3 . The Remuneration Committee’s responsibilities are to oversee and take any necessary decisions in the following areas:

• reward strategy: providing guidance as necessary on activities or projects that will impact the strategic direction of reward in the CMA
• senior pay: discussing and making decisions or recommendations to effectively implement the annual pay award and guidance for senior civil servants within the CMA, with consideration of SCS capability, performance, affordability, equality and diversity
• performance management: overseeing performance management in the CMA insofar as when it links to reward
• monitoring: keeping under review the core elements of the reward framework in the CMA

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 and may also include one or more independent members. In addition, RemCo is authorised to obtain independent professional advice (including legal advice) subject to estimated costs being approved by the Board or in case of emergency, the Principal Accounting Officer or the Additional Accounting Officer and to arrange for the attendance of persons who are not CMA employees with relevant experience and expertise if it considers this necessary.

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, Chief Operating Officer, Chief People Officer and HR Director responsible for reward may also attend at the discretion of the Remuneration Committee. 

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

Meetings 

8 . The Remuneration Committee shall meet as required, but 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 Remuneration Committee may consider appropriate, the Chair of the Remuneration Committee shall report to the Board and, once approved by members of the Remuneration Committee, the minutes of any Remuneration 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 Remuneration 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 Renumeration Committee and, if so, disclose them to the Board Secretary and, where appropriate, the CMA Compliance Officer
• be asked by the Chair of the Remuneration Committee at each meeting to confirm they have carried out such a review and made such disclosure
• not participate in any activity of the Remuneration Committee in relation to which they believe they have a conflict or possible conflict of interest without the consent of the Chair of the Remuneration Committee

Review 

13 . These terms of reference will be reviewed by the Remuneration 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 November 2024.