Transparency data

Subsidy Advice Unit terms of reference

Updated 8 March 2024

Purpose

1 . The purpose of the Subsidy Advice Unit (SAU) is to ensure the performance and delivery of the subsidy control functions conferred upon the CMA by the Subsidy Control Act 2022 (the “Act”).^{[footnote 1]} It focuses on leadership, management and direction, ensuring the most effective prioritisation of resources within the subsidy control functions.

Status

2 . The SAU is a committee of the Board established pursuant to section 68(1) of the Act.

3 . The SAU is authorised to take decisions in accordance with the purpose set out above under delegated authority from the Board.

4 . The SAU 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 appropriate.

Scope of SAU’s work

5 . The SAU shall oversee and take any necessary decisions in relation to the performance and delivery of the CMA’s subsidy control functions. This would include taking decisions in the following areas:

• strategy: developing strategy and objectives for the CMA’s subsidy control functions
• delivery and performance: ensuring delivery of key commitments, objectives and milestones; oversight and approval of the monitoring report (including content of the report and enforcement of information gathering powers)
• pipeline: planning for forthcoming referrals to the CMA, to the extent that information on such referrals is made available to the CMA by subsidy grantors in advance
• regime issues: keeping an overview of the operation of the subsidy control regime, including relationship with key stakeholders
• policy and procedures: ensuring that the CMA has appropriate, robust policies, procedures and practices for its subsidy control functions
• reputation: considering issues that may impact the reputation of the CMA or its staff, in the course of performing subsidy control functions
• guidance: maintaining and developing substantive and procedural guidance relating to the subsidy control functions
• consistency: promoting consistency of the SAU’s approach and application of policy across referrals
• matters relating to the Board: preparing submissions relating to the CMA’s subsidy control functions for the Board and reviewing Board decisions and views on such matters

6 . Where the Subsidy Advice Unit considers that such matters have implications for the CMA beyond its subsidy control functions or (whether or not in connection to its subsidy control functions) are of material strategic or reputational significance for the CMA, the matter should be referred to the Executive Committee or the Case and Policy Committee (as appropriate) for consideration.

7 . The SAU shall also provide a steer to teams on individual referrals made under the Act, as required.

8 . The SAU may establish sub-committees reporting to it. The SAU shall remain accountable to the Board for the work of any sub-committee.

9 . The SAU may also authorise a member or a sub-committee of the SAU; a CMA Board member; or a CMA staff member to carry out subsidy control functions, in accordance with section 68(3) of the Act.

Membership

10 . The SAU shall comprise:

• Chief Executive Officer (CEO)
• Executive Director, Markets, Remedies and Regulation
• Executive Director, Mergers
• Two Non-Executive Directors
• General Counsel
• Chief Economic Adviser
• Senior Director, Subsidy Advice Unit
• Chief Strategy and External Affairs Officer

11 . The Chair of the SAU, in consultation with the Chair of the CMA, may also appoint a CMA Panel Member as a member of the SAU.

12 . CMA staff may also attend all or part of a SAU meeting at the invitation of the SAU.

13 . The Non-Executive Directors will be appointed to the SAU by the Chair of the SAU, in consultation with the Chair of the CMA.

14 . The Chair of the SAU is the CEO or, in their absence, an Executive Director, the Chief Economic Adviser or the General Counsel. A quorum shall be three members, one of which shall include the Chair of the SAU and shall also include at least one Non-Executive Director.

15 . In the event that a member of the SAU is unable to attend a meeting they may, with the agreement of the SAU Chair, appoint a deputy to attend.

Meetings

16 . The SAU shall meet approximately every 2 weeks.

17 . A forward programme of scheduled meetings is maintained by SAU supporting staff and circulated to SAU members in advance of the meetings.

18 . A member of the SAU may participate by telephone or videoconferencing facility and be deemed to be present and constitute part of the SAU for that meeting. Any member of the SAU 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

19 . More urgent matters can be considered offline (e.g. conducted via email, phone, or an online platform), but decisions may only be taken if quorum is met. Offline decisions will be coordinated by supporting SAU staff.

Voting

20 . All persons listed under paragraph 10 (or their authorised representative) have voting rights, both in SAU meetings and for any SAU decisions made offline. All SAU members (or their authorised representative) will seek to make decisions by consensus. In the event of a failure to reach consensus, the SAU Chair will make the decision, having regard to the views of SAU members.

Reporting

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

Conflicts

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

23 . These terms of reference will be reviewed by the SAU after 1 year of operation at the latest and any changes considered necessary will be recommended to the Board for approval.

Version control

24 . These terms of reference were last updated on February 2024.

1. Section 68(6) of the Act sets out that “subsidy control functions” includes the functions set out in Chapters 1 and 2 of Part 4 of the Act, and any other functions that the CMA is required or authorised to carry out under or by virtue of the Act. ↩