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Annex I: Digital Markets Board Committee terms of reference

Updated 10 January 2025

Digital Markets Board Committee (DMBC) terms of reference

Purpose

1 . The purpose of the Digital Markets Board Committee (“DMBC”) is to oversee and take delegated decisions on the non-reserved digital market functions^{[footnote 1]} under the Enterprise and Regulatory Reform Act 2013 (“ERRA13”), Schedule 4, paragraph 29 (2A) inserted by the Digital Markets, Competition and Consumers Act 2024 (the “Act”) (as and when the Act takes effect) as set out in these terms of reference. Prior to the Act coming into force, the DMBC will also undertake exploratory work to prepare for its decision-making responsibilities as set out in the Act.

Status

2 . The DMBC is a decision-making committee of the CMA Board established pursuant to ERRA13, Schedule 4, paragraph 29 (1)(b).

3 . The DMBC is authorised to obtain 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 it appropriate.

Scope of the DMBC’s work

4 . The DMBC is authorised by the CMA Board to oversee and take decisions and any preparatory or necessary work in relation to the digital markets functions set out in the ERRA13, Schedule 4 paragraph 29(2A) (as and when the same take effect). The DMBC is also authorised to take certain enforcement decisions as set out in the CMA Board’s authorisations in relation to the delegation of functions.

5 . The scope of the DMBC also includes taking decisions, as appropriate, in relation to the operation, the performance and delivery of the digital markets regime’s functions.

6 . The DMBC may establish sub-committees whose membership shall be drawn from the membership of the DMBC.  Any such sub-committees shall:

• be authorised by the DMBC to take any decision^{[footnote 2]} which the DMBC is permitted to make (except in respect of the DMBC’s decision to delegate decision making to a sub-committee ie a sub-committee must not further delegate decision making)
• unless otherwise provided, operate in accordance with the Terms of Reference set out in either Annex one or Annex 2 (as appropriate) to this document ^{[footnote 3]}

7 . The DMBC shall remain accountable to the CMA Board for the work of any sub-committee.

Membership

8 . The DMBC shall be comprised of the following members:

• CMA Chair
• 5 x Non-Executive Directors of the Board
• one x Panel Member
• Chief Executive Officer (CEO)
• Executive Director, Digital Markets
• Executive Director, Competition Enforcement
• Executive Director, Mergers

9 . The Chief Economic Adviser or Deputy Chief Economic Adviser and General Counsel or Deputy General Counsel will attend meetings in an advisory capacity. The Chief Data Technology and Insight Officer will also attend.

10 . CMA staff may also attend all or part of a DMBC meeting at the invitation of the DMBC.

11 . The CMA Board will:

• appoint the Chair of the DMBC and a Deputy Chair
• appoint the Non-Executive Directors to the DMBC, in consultation with (i) the DMBC Chair (if they are not also the CMA Chair) and (ii) the CEO
• appoint the Panel Member to the DMBC in consultation with (i) the DMBC Chair (if they are not also the CMA Chair), (ii) the CEO and (iii) the Chair of the Panel

12 . In considering these appointments, the CMA Board will give due consideration to their suitability and availability, alongside any potential conflicts of interest.

13 . A quorum for the DMBC shall be 5 members for all matters which fall within scope of the DMBC’s remit, with the exception of decisions relating to enforcement matters where the quorum shall be 3. ^{[footnote 4]}

14 . Any quorum must include:

• (i) at least two members of the Board who are not members of the CMA’s staff or (ii) the CMA Chair and at least one member of the Board who is not a member of the CMA’s staff
• at least half of the members must be (i) members of the Board who are not members of the CMA’s staff, or (ii) members of the CMA panel

Meetings

15 . Meetings of the DMBC shall take place as and when (but at least quarterly) and must be minuted.

16 . A forward programme of scheduled meetings is maintained by the DMBC and sub-committee(s) supporting staff and is circulated to the DMBC members in advance of the meetings.

17 . A member of the DMBC may participate by telephone or videoconferencing facility and be deemed to be present and constitute part of the DMBC for that meeting. Any member of the DMBC who is not present or who leaves a meeting prior to the conclusion of a meeting shall be taken to be a non-participating member for the purpose of a decision taken after the time of departure.

Offline decisions

18 . More urgent matters and decisions may be considered offline (e.g. conducted via email, telephone or an online platform) but decisions may only be taken if the quorum is met. Offline decisions will be coordinated by staff supporting the DMBC.

Voting

19 . All persons appointed as members of the DMBC have voting rights, both in DMBC meetings and for any DMBC decisions made offline. All DMBC members will seek to make decisions by consensus. Where decisions are made by the DMBC, they shall be made by ordinary resolution. In the case of equal votes the DMBC Chair, or, in their absence, the Deputy Chair, shall have a second or casting vote.

Reporting

20 . DMBC minutes will be provided to the CMA Board for its information.

Conflicts

21 . Members of the DMBC 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 or the DMBC or where a potential new conflict may need declaring before a meeting and if so, disclose them to the supporting DMBC staff and, where appropriate, the CMA Compliance Officer
• be asked by the Chair of the DMBC at each meeting to confirm they have carried out such a review and made such disclosure
• not participate in any activity of the DMBC in relation to which they believe they have a conflict or possible conflict of interest without the consent of the Compliance Officer, who will consult with the General Counsel as appropriate

Review

22 . These terms of reference will be reviewed within one year of operation and thereafter at the DMBC’s discretion. Any changes considered necessary will be recommended to the CMA Board for approval.

Version control

23 . These terms of reference were last updated on 19 June 2024.

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Annexes

Annex 1 - Template set of draft Terms of Reference for Sub-Committees of the DMBC (to be used for those Sub-Committees established to deal with digital enforcement matters/decisions)

Purpose

1 . The purpose of the [X] Sub-Committee (“the Sub-Committee”) is to take decisions as delegated by the Digital Markets Board Committee (“DMBC”) on certain non-reserved digital markets functions under the Enterprise and Regulatory Reform Act 2013 (“ERRA13”), Schedule 4, Part 2, paragraph 29 (2A) as inserted by the Digital Markets, Competition and Consumers Act 2024 (the “Act”). Any such delegated decision making is limited to taking (i) enforcement decisions in relation to Schedule 4, Part 2, paragraph 29 (2A)(e), (f), (g), (l) and (m) of ERRA13, (ii) breach decisions, and (iii) decisions regarding the imposition of a Final Offer Order.

Status

2 . The Sub-Committee is established by the DMBC and is authorised to take decisions in accordance with its purpose and its terms of reference.  It remains accountable to the DMBC in the performance of its functions and reports on its activities to the DMBC (and any other CMA Committee/CMA Board as required) in accordance with paragraphs 12 and 16.

Scope of the Sub-Committee’s work

3 . The Sub-Committee is authorised to undertake work, consider and make decisions in respect of certain digital markets functions referred to under the ERRA13, Schedule 4, Part 2, paragraph 29(2A) relating to the CMA’s digital markets functions, as delegated to it by the DMBC. Any such delegated decision making is limited to taking (i) enforcement decisions in relation to Schedule 4, Part 2, paragraph 29 (2A) (e), (f), (g), (l) and (m) of ERRA13, (ii) breach decisions^{[footnote 5]}, and (iii) decisions relating to the imposition of a Final Offer Order. The Sub-Committee’s delegated decision making does not extend to those digital markets functions (or any other functions) which are reserved to the CMA Board to make a decision.^{[footnote 6]}

Membership

4 . The Sub-Committee shall comprise of at least three members of the DMBC:

• (i) at least 2 members of the Sub-Committee must be members of the Board who are not members of the CMA’s staff, or (ii) the CMA Chair and at least one member of the Board who is not a member of the CMA’s staff
• at least half of the members must be (i) members of the Board who are not members of the CMA’s staff, or (ii) members of the CMA panel

5 . The Sub-Committee will include at least one staff member of the DMBC.

6 . The DMBC will appoint members to the Sub-Committee. When appointing members the DMBC will also appoint a Chair who must be non-CMA staff.

7 . The Chief Economic Adviser or Deputy Chief Economic Adviser and General Counsel or Deputy General Counsel will attend meetings in an advisory capacity. The Chief Data Technology and Insight Officer will also attend.

8 . A quorum for the Sub-Committee shall be three members including one staff member. Any quorum must still meet the membership requirements set out at paragraph 4.

9 . In the event that a member of the Sub-Committee is unable to attend, they may, with the agreement of the DMBC Chair, appoint an authorised representative. The authorised representative must be another member of the DMBC.

Meetings

10 . Meetings shall take place as and when required. Attendance at meetings can be in person or remotely.

11 . The Sub-Committee may invite any employee of the CMA or any other person to attend all or part of a meeting.  A member of DMBC may attend at any time without invitation.

12 . All meetings of the Sub-Committee must be minuted, and a copy of the minutes should be circulated to DMBC.

Decision-making

13 . The Sub-Committee is authorised to take decisions in relation to the matters set out in paragraph 3 above.

14 . All persons appointed as members of the Sub-Committee (or their authorised representatives) have voting rights, both in Sub-Committee meetings and for any Sub-Committee decisions made offline. All Sub-Committee members (or their authorised representatives) will seek to make decisions by consensus. Where decisions are made by the Sub-Committee, they shall be made by ordinary resolution. In the case of equal votes the Sub-Committee Chair shall have a second or casting vote. Only the persons appointed to the Sub-Committee (or their authorised representatives) may vote.

15 . More urgent matters can be considered offline (such as conducted via email, telephone, or an online platform), but decisions may only proceed if the quorum is met. Offline decisions will be coordinated by the Executive Office.

Reporting

16 . The Sub-Committee shall report to the DMBC on its activities as necessary. The information provided to the DMBC should enable it to maintain sufficient oversight of the Sub-Committee’s activities and progress and to account to the CMA Board for the Sub-Committee’s activities.

Conflicts of Interest

17 . Members of Sub-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 Sub-Committee or where a potential new conflict may need declaring before a meeting and, if so, disclose them to the supporting Sub-Committee staff and, where appropriate, the CMA Compliance Officer
• be asked by the Chair of the Sub-Committee at each meeting to confirm they have carried out such a review and made such disclosure
• not participate in any activity of the Sub-Committee in relation to which they believe they have a conflict or possible conflict of interest without the consent of the Compliance Officer, who will consult with the General Counsel as appropriate

Dissolving a Sub-Committee

18 . The DMBC may direct that the Sub-Committee is dissolved at any time that it considers appropriate. This direction must be agreed by DMBC and reflected in the relevant meeting minutes.

Version Control

19 . These terms of reference were last updated on 19 June 2024. They will be reviewed within one year of operation and thereafter at the DMBC’s discretion.  Any significant changes to these terms of reference must be approved by the DMBC.

Annex 2 - Template set of draft Terms of Reference for Sub-Committees of the DMBC (to be used for those Sub-Committees established to deal with non-reserved digital matters/decisions other than enforcement decisions)

Purpose

1 . The purpose of the [X] Sub-Committee (“the Sub-Committee”) is to take decisions as delegated by the Digital Markets Board Committee (“DMBC”) on non-reserved digital market functions under the Enterprise and Regulatory Reform Act 2013 (“ERRA13”), Schedule 4, Part 2, paragraph 29 (2A) as inserted by the Digital Markets, Competition and Consumers Act 2024 (the “Act”).  Any such decision making shall not include (i) enforcement decisions in relation to Schedule 4, Part 2, paragraph 29 (2A) (e), (f), (g), (l) and (m) of ERRA13), (ii) breach decisions, and (ii) decisions relating to the imposition of a Final Offer Order.

Status

2 . The Sub-Committee is established by the DMBC and is authorised to take decisions in accordance with its purpose and its Terms of Reference.  It remains accountable to the DMBC in the performance of its functions and reports on its activities to the DMBC (and any other CMA Committee/CMA Board as required) in accordance with paragraphs 13 and 17 below.

Scope of the Sub-Committee’s work

3 . The Sub-Committee is authorised to undertake work, consider and make decisions in respect of the digital markets functions referred to under the ERRA13, Schedule 4, Part 2, paragraph 29 (2A) (save for those matters referred to under paragraph 4 of these terms of reference).

4 . The Sub-Committee’s delegated decision making does not extend to (i) any digital enforcement decisions as referred to under ERRA13, Schedule 4, Part 2, paragraph 29(2A)(e),(f),(g),(l) and (m), (ii) breach decisions^{[footnote 7]}, (iii) decisions regarding the imposition of a Final Offer Order and (iv) those digital markets functions (or any other functions) which are reserved to the CMA Board to make a decision ^{[footnote 8]}.

Membership

5 . The Sub-Committee shall comprise of at least 5 members of the DMBC:

• (i) at least 2 members of the Sub-Committee must be members of the Board who are not members of the CMA’s staff, or (ii) the CMA Chair and at least one member of the Board who is not a member of the CMA’s staff
• at least half of the members must be (i) members of the Board who are not members of the CMA’s staff, or (ii) members of the CMA panel

6 . The Sub-Committee will include the DMBC Chair, the CEO and the Executive Director of Digital Markets.

7 . The DMBC Chair will Chair the Sub-Committee. The DMBC will appoint remaining members to the Sub-Committee. The DMBC will also appoint a Deputy Chair of the Sub-Committee who must not be a CMA staff member.

8 . The Chief Economic Adviser or Deputy Chief Economic Adviser and General Counsel or Deputy General Counsel will attend meetings in an advisory capacity. The Chief Data Technology and Insight Officer will also attend.

9 . A quorum for the Sub-Committee shall be five members. Any quorum must still meet the membership requirements set out at paragraph 5.

10 . In the event that a member of the Sub-Committee is unable to attend, they may, with the agreement of the DMBC Chair, appoint an authorised representative. The authorised representative must be another member of the DMBC.

Meetings

11 . Meetings shall take place as and when required. Attendance at meetings can be in person or remotely.

12 . The Sub-Committee may invite any employee of the CMA or any other person to attend all or part of a meeting.  A member of DMBC may attend at any time without invitation.

13 . All meetings of the Sub-Committee must be minuted, and a copy of the minutes should be circulated to DMBC.

Decision-making

14 . The Sub-Committee is authorised to take decisions in relation to the matters set out at in paragraph 3 above.

15 . All persons appointed as members of the Sub-Committee (or their authorised representatives) have voting rights, both in Sub-Committee meetings and for any Sub-Committee decisions made offline. All Sub-Committee members (or their authorised representatives) will seek to make decisions by consensus. Where decisions are made by the Sub-Committee, they shall be made by ordinary resolution. In the case of equal votes the Sub-Committee Chair, or, in their absence, the Deputy Chair, shall have a second or casting vote. Only the persons appointed to the Sub-Committee (or their authorised representatives) may vote.

16 . More urgent matters can be considered offline (such as conducted via email, telephone, or an online platform), but decisions may only proceed if the quorum is met. Offline decisions will be coordinated by the Executive Office.

Reporting

17 . The Sub-Committee shall report to the DMBC on its activities as necessary. The information provided to the DMBC should enable it to maintain sufficient oversight of the Sub-Committee’s activities and progress and to account to the CMA Board for the Sub-Committee’s activities.

Conflicts of Interest

18 . Members of Sub-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 Sub-Committee or where a potential new conflict may need declaring before a meeting and, if so, disclose them to the supporting Sub-Committee staff and, where appropriate, the CMA Compliance Officer
• be asked by the Chair of the Sub-Committee at each meeting to confirm they have carried out such a review and made such disclosure
• not participate in any activity of the Sub-Committee in relation to which they believe they have a conflict or possible conflict of interest without the consent of the Compliance Officer, who will consult with the General Counsel as appropriate

Dissolving a Sub-Committee

19 . The DMBC may direct that the Sub-Committee is dissolved at any time that it considers appropriate. This direction must be agreed by DMBC and reflected in the relevant meeting minutes.

Version Control

20 . These terms of reference were last updated on 19 June 2024. They will be reviewed within one year of operation and thereafter at the DMBC’s discretion.  Any significant changes to these terms of reference must be approved by the DMBC.

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1. Certain digital markets functions are reserved to the CMA Board under the new Act and cannot be delegated (ie launching an initial SMS investigation, launching a further SMS investigation, and commencing a PCI investigation) (the ERRA, Sch 4 paragraph 29 (2) (g) – (i) (once the same come into force)). ↩

2. This may include making decisions in respect of those digital functions referred to under the ERRA13, Schedule 4, Part 2, paragraph 29(2A), but shall not include those digital markets functions which are solely reserved to the CMA Board to decide upon. ↩

3. For the avoidance of doubt, any Sub-Committee established by the DMBC to take decisions on enforcement matters must have at least 3 members appointed to the Sub-Committee. Any other Sub-Committee established by the DMBC must have at least five appointed members. ↩

4. Enforcement matters relates to (i) those matters referred to under Schedule 4, Part 2, paragraph 29 (2A)(e), (f), (g), (l) and (m) of ERRA13, (ii) decisions in relation to whether a firm has breached a competition requirement, and (iii) decisions regarding the imposition of a Final Offer Order.” ↩

5. By way of example, breach decisions relating to whether a firm has breached a competition requirement (ie CR, PCI order, IEO, EO, FOM order, commitments or merger reporting obligation). ↩

6. Certain digital functions are reserved to the CMA Board as per the ERRA13, Schedule 4, Part 2, paragraph 29(2)(g) to (i).  Other matters are reserved to the CMA Board pursuant to (i) ERRA13, Schedule 4, Part 2, paragraph 29(2) and (ii) the CMA’s Matters reserved for Board involvement document. ↩

7. By way of example, breach decisions relating to whether a firm has breached a competition requirement (ie CR, PCI order, IEO, EO, FOM order, commitments or merger reporting obligation). ↩

8. Certain digital functions are reserved to the CMA Board as per the ERRA13, Schedule 4, Part 2, paragraph 29(2)(g) to (i).  Other matters are reserved to the CMA Board pursuant to (i) ERRA13, Schedule 4, Part 2, paragraph 29(2) and (ii) the CMA’s Matters reserved for Board involvement document. ↩