Transparency data

Annex D: Nominations Committee Terms of Reference

Published 1 October 2013

© Crown copyright 2013

This publication is licensed under the terms of the Open Government Licence v3.0 except where otherwise stated. To view this licence, visit nationalarchives.gov.uk/doc/open-government-licence/version/3 or write to the Information Policy Team, The National Archives, Kew, London TW9 4DU, or email: psi@nationalarchives.gov.uk.

Where we have identified any third party copyright information you will need to obtain permission from the copyright holders concerned.

This publication is available at https://www.gov.uk/government/publications/cma-board-rules-of-procedure/annex-d-nominations-comittee-terms-of-reference

Purpose

1 . The purpose of the Nominations Committee (the Committee) is to advise the Board on succession planning for executive and non-executive members of the Board. The Committee will provide advice to Government on future Board appointments.

Status

2 . The Committee is a non-executive committee of the Board. It acts in an advisory capacity and has no executive powers.

3 . The Committee is authorised to obtain independent professional advice (including legal advice) on any matters within its terms of reference and to arrange for the attendance of persons with relevant experience and expertise who are not CMA employees, if it considers this necessary.

Responsibilities

4 . The Committee shall advise the Board on issues relating to:

a) the structure, size and composition of the Board (including the skills, knowledge, experience and diversity), based on a regular review, and make recommendations to the Board with regard to any potential change;

b) plans for the orderly succession to executive and non-executive Board positions, overseeing the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the CMA and the skills and expertise needed on the Board in the future; and

c) CMA systems for identifying and developing Senior Civil Serivce (SCS) staff with high potential for Board roles in the future.

5 . As appropriate, and in consultation with the Board, the Committee shall make recommendations to Government on appointments and re-appointments to the Board based on an evaluation of the balance of skills, knowledge, experience and diversity required in respect of a particular vacancy.

Membership

6 . The Committee shall comprise at least two non-executive Members of the Board (of whom one can be the Chair of the Board) and the CMA Chief Executive. An independent member (for example, a Panel Member) may also be asked to join the Committee.

7 . Appointments to the Committee are made by the Board on the recommendation of the Committee.

8 . The Chair of the Committee shall be a non-executive Member of the Board.

9 . A quorum shall be two members, at least one of whom should be a non-executive Member of the Board.

10 . In the event that a member of the Committee is unable to attend a meeting they may, with the agreement of other Committee members, appoint a deputy to attend.

11 . The Senior Director for People, Capability and Culture, the Director of the Executive Office & Performance and the HR Director may also attend at the invitation of the Committee.

12 . Representatives from the Department of Business, Energy and Industrial Strategy or other relevant government officials may attend at the invitation of the Committee.

Meetings

13 . The Committee shall meet as required, but at least once a year.

Reporting

14 . The Executive Office team shall support the work of the Committee, including by minuting the proceedings and decisions of all Committee meetings.

15 . 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.

Conflicts

16 . Members of the Nominations 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

17 . 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

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

Back to top