Transparency data

Executive Committee (XCo) terms of reference

Updated 3 April 2024

Purpose

The purpose of the Executive Committee (XCo) is to oversee the CMA’s overall performance and delivery. It focuses on strategic leadership, management and direction, ensuring the most effective prioritisation of resources.

Status

XCo is an executive committee of the CMA and held its first meeting on 9 April 2014. XCo is the overall decision-making body for performance and delivery, under delegated authority from the Board.

Responsibilities

XCo’s responsibilities are to oversee and take any necessary decisions in the following areas:

• strategy: developing organisational strategy and performance objectives, including the Annual Plan

• delivery and performance: ensuring delivery of key commitments, objectives and milestones; oversight of the Annual Report

• portfolio and pipeline: ensuring that the selection, prioritisation and resourcing of projects, cases and other activities is appropriate and effective

• finance and risk: ensuring that policies are appropriate and effective; providing steers to, and considering and approving recommendations from, the Operations Committee

• staffing: providing a focus on staffing issues, including organisational culture and the development and talent management of the CMA’s staff

• organisational transformation: driving forward the CMA’s commitment to continuous development and improvement

• regime issues: keeping an overview of the operation of the competition and consumer and internal market regimes, including relationships with key stakeholders

• reputation: giving consideration to issues, including around transparency, that may impact on the reputation of the CMA, its staff and the wider regime; considering the CMA’s communications strategy

• matters relating to the Board: including preparing for and reviewing Board meetings

XCo may establish sub-committees or steering/delivery groups reporting to it. XCo shall remain accountable to the Board for the work of any sub-committee or steering/delivery group it establishes.

XCo may direct that any matter delegated to a sub-committee that XCo has established (including the People and Operations Committee ^{[footnote 1]} should be escalated to XCo and it may require any member of the relevant sub-committee to attend XCo upon that matter.

Membership

XCo comprises of:

• all Executive Members of the Board

• the Chief Economic Adviser ^{[footnote 2]}

• the General Counsel ^{[footnote 3]}

• the interim Executive Director for Consumer Protection and Markets

• the interim Executive Director for Competition Enforcement

• the Chief Strategy and External Affairs Officer

• the Chief Data & Technology Insights Officer

The Director of Executive Office, Security and Performance and members of the Advisory Committee may also attend in an advisory capacity.

The Chair of XCo is the Chief Executive or in their absence another Executive Member of the Board.

Meetings

XCo shall meet at least once a month.

XCo members may attend meetings (and vote at these meetings) in person, or via teleconference or videoconference (such as Microsoft Teams). Members cannot vote on agenda items for which they are not in attendance. With the permission of the Chair, members may authorise an appropriate colleague to represent them if they are unable to attend a meeting ^{[footnote 4]}.

Quorum is 3 committee members and must include 2 Executive Members of the Board.

CMA staff and external guests may attend XCo meetings as required.

A forward programme of scheduled meetings is maintained by the committee secretariat (the Executive Office) and circulated to XCo members in advance of meetings.

Offline decisions

More urgent matters can be considered offline (eg. conducted via email, phone, or an online platform), but decisions may only proceed if quorum is met. Offline decisions will be coordinated by the XCo secretariat, or the Chair if more appropriate (in the Chair’s absence, another Executive Member of the Board).

Voting

All persons listed under paragraph 6 (or their representatives authorised to represent them) have voting rights, both in XCo meetings and for XCo decisions made offline. All XCo members (or their representatives authorised to represent them) will seek to make decisions by consensus. In the event of a failure to reach consensus, the XCo Chair will make the decision, having regard to the views of XCo members.

Reporting

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

Conflicts of Interest

Members of XCo 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 XCo and, if so, disclose them to the supporting XCo staff and, where appropriate, the CMA Compliance Officer
• be asked by the Chair of XCo at each meeting to confirm they have carried out such a review and made such disclosure
• not participate in any activity of XCo 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

The Terms of Reference will be reviewed and updated every 2 years.

Version control

These terms of reference were last updated in March 2024 (version 6) and should be reviewed and updated every two years.

1. As reflected in the People and Operations Committee ToRs, XCo will be responsible for selecting rotating Senior Directors to ensure an appropriately representative cohort from across the CMA’s directorates and functions. ↩

2. The Chief Economic Adviser and Deputy Economic Adviser may share this role ↩

3. General Counsel and Deputy General Counsel may share this role ↩

4. Executive Director members, will, wherever possible, authorise a Senior Director from their directorate to represent them. ↩