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Annex G: Roles and Responsibilities of Board Members

Published 1 October 2013

1. The Chair’s responsibilities

1.1 The Chair of the CMA is to provide effective leadership and strategic direction for the CMA, forming a cohesive and focused Board. The Chair should enable the Board to take consistent, proportionate and fair decisions.

1.2 To achieve this, the Chair will:

• Facilitate Board meetings and maintain a high standard of discussion and debate.
• Help steer the organisation by facilitating collective working.
• Ensure systems are in place to provide Board Members accurate and timely information of good quality to allow the Board to consider properly all matters before it.
• Ensure that a Board effectiveness review is performed annually, with independent input at least every three years, and that results are acted upon.
• Collate feedback on the Chief Executive on their performance in leading the organisation and delivering its objectives.
• Review the performance of Non-executive Directors annually and ensuring assessments are shared with the Director General of Market Frameworks in BEIS.
• Liaise with BEIS and HMT as necessary, and as provided for in the CMA Framework Agreement.
• Represent the CMA in discussions with Ministers and in forging strong relations with Parliament, Government and other relevant parties, and represent the views of the Board to the general public.
• Ensure adherence to the comply or explain principle set out in the Corporate governance in central government departments: code of good practice.

1.3 Further details of the Chair’s responsibilities can be found in:

• the Chair’s appointment letter;
• the CMA’s Framework Agreement with BEIS;
• the CMA Board’s Rules of Procedure; and
• and other relevant legislative provisions.

2. Individual Board Members’ responsibilities

2.1 Board Members should:

• Act objectively when discharging their responsibilities.

• Act in the public interest, in keeping with the Nolan principles of public life and in accordance with the Code of Conduct for board members of public bodies.

• Support actions to ensure that members of staff comply with the Civil Service Code.

3. Responsibilities of the Non-executive Directors (NEDs)

3.1 In addition to the responsibilities outlined in paragraph 2 above, NEDs will exercise their role through influence and advice, supporting as well as challenging the executive, and covering issues such as:

• Support, guidance and challenge on the progress and implementation of the CMA’s strategic plan.

• Ensuring that the Board obtains and considers all appropriate information.

• Advising on the operational and delivery implications of policy proposals.

• Forming an audit and risk assurance committee and a nominations committee.

• Involvement in the recruitment, appraisal and suitable succession planning of senior executives, as appropriate within the principles set out by the Civil Service Commission.

• Involvement in the processes for the recruitment of public appointees.

4. Responsibilities of the Senior Independent Director

4.1 One of the NEDs will be designated as the Senior Independent Director who will:

• Support the Chair.

• Meet other NEDs regularly, ensuring that their views are given due weight at the Board and that the Chair is made aware of any concerns.

• Ensure that the NEDs meet the Chair alone, from time to time.

• Ensure that NEDs meet the Chief Executive alone, from time to time.

• Support the responsible BEIS Director General in the annual review of the performance of the Chair.

5. Responsibilities of the Chief Executive

5.1 The CMA’s Chief Executive is the Principal Accounting Officer ^{[footnote 1]} for the CMA and is accountable to Parliament for the CMA’s use of public money.

5.2 The Chief Executive is personally responsible for safeguarding the public funds for which he or she has charge, and for ensuring propriety, regularity, value for money and feasibility in the handling of those public funds for the day-to-day operations and management of the CMA. In addition, the Chief Executive ensures that the CMA is run on the basis of the standards (in terms of governance, decision-making and financial management) set out in Box 3.1 of HMT’s “Managing Public Money” (PDF, 1.31MB).

5.3 The Chief Executive may, at their discretion, designate an additional accounting officer.

5.4 In relation to the CMA Board, the Chief Executive’s responsibilities include:

• Advising the Board on the discharge of its responsibilities as set out in the relevant legislation, the CMA’s Framework Agreement with BEIS and in any other relevant instructions and guidance that may be issued from time to time.

• Advising the Board on the CMA’s performance compared with its aims and objectives.

• Supporting the responsible BEIS Director General in the annual review of the performance of the Chair.

• Discharging the role of Chief Executive and ensuring that financial considerations are taken fully into account by the Board at all stages in reaching and executing its decisions, and that financial appraisal techniques are followed.

• Taking action as set out in paragraph 3.8.6 of Managing Public Money if the Board, or its Chair, is contemplating a course of action involving a transaction which the Chief Executive considers would infringe the requirements of propriety or regularity or does not represent prudent or economical administration, efficiency or effectiveness, is of questionable feasibility, or is unethical.

1. For the avoidance of doubt, as the Principal Accounting Officer for the CMA, the Chief Executive is charged charged with meeting the responsibilities of the Accounting Officer as described in Chapter 3 of Managing Public Money (PDF, 1.31MB). ↩