These Terms of Reference outline the purpose, objectives, functions, composition, and governance of the Stakeholder Advisory Board (SAB), which is designed to provide advisory support to the market facilitator while ensuring transparency, accountability, and representation of impacted stakeholders in decision-making processes.
The Publish Date and Implementation Date form part of the legal baseline for this Governance Document and shall be taken as the effective dates for the purposes of interpretation and version control.
In the event of any discrepancy between the dates stated above and those referenced in any accompanying publication, metadata, or communication, the dates recorded in this Governance Document shall prevail.
For the avoidance of doubt, the Implementation Date represents the date on which the obligations, rights, and procedures set out in this Governance Document take operational effect.
This governance document sets out the Terms of Reference for the Stakeholder Advisory Board and is to enable Elexon to execute its role as Market Facilitator.
The purpose of the Stakeholder Advisory Board is to provide open and transparent governance in an advisory capacity. The Stakeholder Advisory Board ensures that the Flexibility Market Rules and associated processes are governed and overseen to benefit the wider flexibility market. It is a critical function of the Market Facilitator to uphold transparency, accountability, and compliance across the flexibility market landscape.
The Stakeholder Advisory Board (SAB) is hereby established in accordance with the Governance Framework Document.
Its establishment is grounded in four core design principles:
Governance must be open and transparent, except where confidential or commercially sensitive matters require discussion in a closed session.
The SAB serves in an advisory capacity only; however, the Market Facilitator must demonstrate how the advice has been considered.
SAB Membership should reflect the diversity of impacted stakeholders.
Buyers, Sellers, and Enablers of flexibility should have an equal voice.
The primary purpose of the SAB is to ensure a strong role for market participants in advising, informing, and supporting the activities and decisions of the Market Facilitator.
The SAB’s objectives are to:
Ensure transparency and accountability: Hold the Market Facilitator accountable for delivering transparent, objective, and consistent outputs aligned with the Authority-owned Governance Framework Document and any ancillary documents.
Support the Market Facilitator in delivering its objectives: Offer constructive feedback on the Market Facilitator Budget, Delivery Plan, and the Market Facilitator Rules to enhance decision-making quality.
Support policy alignment: Advise on alignment of the Market Facilitator’s activities with national policy objectives and identify regulatory barriers.
The main functions of the SAB shall be:
Oversight and scrutiny
Scrutinise the Market Facilitator’s Delivery Plan, Delivery Schedule, and Market Facilitator Budget.
Oversee the Market Facilitator’s decision-making processes and outputs.
Provide input to the Authority’s assessment of the Market Facilitator's performance.
Advisory
Advise on potential Market Facilitator Change Proposal implementation delays and mitigation strategies.
Identify barriers to flexibility within the market and propose actionable solutions.
Provide structured feedback on relevant consultations, including the Market Facilitator Budget and Delivery Plan.
Advise on System Operator underperformance and potential escalations to the Authority, subject to confidentiality protocols.
Governance and Change Management
Provide input to proposed changes to Market Facilitator Rules, ensuring they reflect stakeholder needs and promote market efficiency.
Vote on Change Proposals, including alternative solutions, to Market Facilitator Rules to inform Market Facilitator decision-making and progression timelines.
Limitations
The SAB shall not have the authority to establish, or delegate its functions to, any sub-committees or sub-advisory boards.
The SAB shall be representative of the stakeholders impacted by the Market Facilitator’s decisions.
The SAB shall be made up of:
An independent SAB Chair.
Up to nine SAB Members from the flexibility industry, selected and appointed according to the process in paragraph 11.2, to achieve equal representation across the three core stakeholder groups of Buyers, Sellers and Enablers of flexibility.
Up to two Independent SAB Members, appointed at the SAB Chair’s discretion.
Representatives from the following organisations:
the Authority
National Energy System Operator (NESO)
a relevant government department
the Market Facilitator
representative bodies, approved by the Authority, of each of the following groups: Distribution Network Operators, Flexibility Service Providers, and consumers.
Other SAB Attendees invited by the SAB Chair, as required.
SAB Members shall be entitled to speak and vote (via Simple Majority). Representatives shall be entitled to speak but not vote, and SAB Attendees shall not be entitled to vote and shall require the SAB Chair to invite them to speak at board meetings.
The Market Facilitator shall provide a Technical Secretary and any other resources reasonably necessary to support the board’s functions.
SAB Members shall be able to appoint, by giving written notice to the Technical Secretary and subject to the SAB Chair’s discretion, other SAB Members as SAB Alternates when it is not possible for them to be present at a board meeting.
A SAB Member shall be able to act as an SAB Alternate for only one SAB Member at any given time. The SAB Member acting as the SAB Alternate shall be considered as two while deciding if the meeting has a sufficient Quorum and will have two votes.
A SAB Member who is unable to attend for an extended period of time, or needs to resign, shall also be able to appoint an individual who is not an existing SAB Member. This SAB Alternate must sign the same paperwork as the SAB Member (paragraphs 7.2 and 8.2), and their appointment is at the discretion of the SAB Chair.
These Terms of Reference shall apply in respect of an SAB Alternate as though references to the SAB Member in any paragraph were to such SAB Alternate.
The SAB Chair shall:
ensure that the board’s objectives are met and functions are fulfilled through:
acting impartially and avoiding conflicts of interest or favouritism. The SAB Chair must be satisfied that they have no other interests that could compromise their independence.
ensuring that formal views of the board on Market Facilitator Budget, Delivery Plan and performance are clearly articulated and provided on time.
presiding over board meetings, ensuring they are conducted efficiently and effectively in accordance with paragraphs 12.1 –12.10, and that discussions are open, balanced and impartial to meet agendas and any meeting objectives.
setting the agenda for board meetings.
appoint:
the Deputy SAB Chair, in consultation with the SAB Members – this appointment must be an existing Independent SAB Member.
the SAB Members.
the Independent SAB Members, in consultation with SAB Members.
decide whether to appoint, where a SAB Member leaves before the end of their term, the SAB Member’s SAB Alternate as a replacement or whether to invite new applications.
have the power to remove a SAB Member in specified circumstances (paragraph 11.2.8).
The Deputy SAB Chair shall act as the SAB Chair of any board meetings where the SAB Chair is not present. They shall have the same functions and powers as the SAB Chair during that meeting.
SAB Members shall:
make themselves available at all reasonable times to attend meetings and to carry out their duties and functions as a SAB Member, appointing a SAB Alternate whenever this is not possible.
be entitled to speak at any meeting and to form part of the SAB’s advice making (i.e. vote).
declare any Conflicts of Interest at the start of their tenure or meeting, as appropriate (paragraph 9).
be required to treat confidential information as such (paragraph 8.2).
recommend the SAB Chair to the Authority (paragraph 11.1.4).
The Market Facilitator shall:
support the board in meeting its objectives by presenting relevant business to the board and keeping the board updated on its plans and activities.
facilitate a public selection process for the SAB Chair to enable SAB Members to make a recommendation to the Authority (paragraph 11.1.1).
facilitate a public selection process for SAB Members to enable the SAB Chair to select and appoint SAB Members (paragraphs 11.2.1 and 11.2.4).
help identify and manage Conflicts of Interest by ensuring proper governance procedures are followed, working closely with the SAB Chair and SAB Members.
declare if they believe that they have a potential Conflict of Interest and take appropriate mitigating actions, such as appointing a third party or declaring an interest on record.
The Technical Secretary shall:
schedule meetings, take minutes and maintain records of the board’s activities and actions.
provide administrative and logistical support to the SAB Chair, SAB Members, Representatives, and the Market Facilitator as reasonably required.
publish non-confidential board artefacts on the Elexon website.
make all board artefacts available to SAB Members and Representatives, subject to Conflict of Interest considerations.
The SAB Chair shall be independent of the Market Facilitator and other industry stakeholders to ensure impartiality.
Each SAB Member shall act independently and impartially, and shall not be representative of, and shall act without undue regard to, the particular interests of any particular body, person or class of persons.
SAB Members who are employed must provide to the Technical Secretary, before taking up their appointment as a SAB Member, an Employee Release Letter from their employer, together with a ‘Declaration of Independence’, confirming that they:
may act as a SAB Member and that the declaration shall prevail over their duties as an employee.
shall act impartially and in order to meet the board’s objectives.
shall not be representative of, and shall act without undue regard to, the particular interests of their employer or any related person.
Upon a change in employment, the SAB Member shall notify the Technical Secretary within 60 calendar days and shall provide an Employee Release Letter from their new employer. If such documentation is not provided, the provisions of paragraph 11.2.8 shall apply.
In addition to the requirements relating to independence and impartiality in paragraph 7.2, Independent SAB Members shall also be subject to the following requirements:
The Independent SAB Members shall not work for or be related to any organisation that participates in the transmission of electricity, generates, supplies or distributes electricity or buys or sells flexibility within Great Britain under licence or exemption.
The Independent SAB Members shall be experienced professionals with deep expertise in energy markets, regulation, or governance and shall not have a direct financial or commercial stake in Market Facilitator decisions or activities.
Any shareholder holding of the Independent SAB Member, directly or indirectly, shall not exceed 5% or more of the voting rights in the company. Anything above 5% shall be disclosed to the SAB Chair before appointment and shall in no event be higher than 15% of the voting rights in a company.
Upon a change in employment, the Independent SAB Member shall notify the Technical Secretary within 60 calendar days and shall provide an Employee Release Letter from their new employer. If such documentation is not provided, the provisions of paragraph 11.2.8 shall apply.
The SAB Chair and SAB Members shall acknowledge that, in carrying out their duties and functions as SAB Chair or SAB Member, they may receive confidential information.
The SAB Chair and each SAB Member shall sign a SAB Confidentiality Agreement, which commits them to not disclosing any confidential information received in their capacity as SAB Chair or SAB Member to any person except where:
expressly required under these Terms of Reference.
the disclosure of data is to the Authority, or any other group/persons as directed by the Authority.
the data is in the public domain.
required to do so to comply with any dispute resolution process or legal requirement.
Representatives may share information internally within their organisations in their role as a Representative, but otherwise shall be bound by the requirements in paragraph 8.2.
It is each SAB Member’s responsibility to disclose to the SAB Chair any interests (including those that arise from time to time) which may constitute an actual or perceived Conflict of Interest with being a SAB Member.
If a SAB Member identifies an actual or perceived Conflict of Interest with an agenda item, the SAB Member may wish to abstain from voting or discussing such agenda item.
If the SAB Chair decides (which may include consultation with other SAB Members (if necessary)) that a SAB Member has an actual or perceived Conflict of Interest, and the SAB Member does not volunteer to abstain from voting or discussions, the SAB Chair may determine that the SAB Member shall abstain from voting or discussing the agenda item.
If there is a Conflict of Interest that prevents a SAB Member from acting in line with these Terms of Reference, the SAB Chair may remove the SAB Member from the board.
The Market Facilitator shall indemnify the SAB Chair and each SAB Member in respect of all costs (including legal costs), expenses, damages and other liabilities properly incurred or suffered by such person when acting in or in connection with their office under the SAB, or in what such person in good faith believes to be the proper exercise and discharge of the powers, duties, functions and discretions of that office following Market Facilitator Rules, and all claims, demands and proceedings in connection therewith, other than:
any such costs or expenses in respect of which such person is entitled to be reimbursed pursuant to paragraph 13.2.
any such costs, expenses, damages or other liabilities incurred or suffered as a result of the wilful default or bad faith of such person.
The Market Facilitator shall facilitate the selection process for the SAB Chair on behalf of SAB Members. The Market Facilitator shall issue a public invitation for applications to the SAB Chair and may engage third parties (including recruitment or headhunting agencies) to support this process.
Applicants shall be required to submit a CV and suitability statement covering at least the following areas:
their key skills and competencies that they believe would make them an effective SAB Chair;
confirmation that they are independent of the Market Facilitator and other industry stakeholders; and
confirmation that they reasonably expect to have sufficient capacity to fulfil the role for the three-year term.
The Deputy SAB Chair, and/or nominated SAB Member/s, shall review the applications, conduct interviews and select a prospective SAB Chair for consideration by SAB Members. All applications will be made available to the SAB Members.
The Deputy SAB Chair, and/or nominated SAB Member/s, shall recommend the prospective SAB Chair to the Authority, following a vote amongst SAB Members. The appointment shall be subject to the Authority’s approval.
The Market Facilitator shall make public the outcome of the selection process through reasonable channels.
The duration of service for the SAB Chair shall be a term of three years. The SAB Chair shall be able to be in position for a maximum of two consecutive terms and can only re-enter the position after a break of one term (i.e. three years).
If SAB Members believe the SAB Chair has failed to act independently, or is failing in their duties (paragraph 6.1), they may vote to remove the SAB Chair. The board shall require a two-thirds majority support for this. Any such action shall trigger the selection process outlined in this section, and the Deputy SAB Chair shall assume the SAB Chair’s duties until a new SAB Chair has been ratified by the Authority for replacement.
Beginning in 2027, the Market Facilitator shall facilitate an annual selection process for SAB Membership to the Stakeholder Advisory Board. By 15 October each year, the Market Facilitator shall notify interested stakeholders, via reasonable channels, that SAB Membership is open for application.
Applicants shall be required to submit a CV and suitability statement covering at least the following areas:
their experience, expertise and knowledge of selling, buying and/or enabling flexibility services in a GB context;
their key skills and competencies that they believe would make them an effective SAB Member; and
confirmation that they reasonably expect to have sufficient capacity to fulfil the role for the forthcoming 24-month period.
Applicants to be an Independent SAB Member shall also be required to confirm that they meet the ‘Independent SAB Member Criteria’ (paragraph 7.3.1).
The Market Facilitator shall review applications and recommend prospective SAB Members to the SAB Chair with a view to ensuring equal representation from the three core stakeholder groups (paragraph 4.2). The SAB Chair shall have access to all applications and shall select and appoint the SAB Members. Successful applicants must provide the required documentation (paragraphs 7.2 and 8.2).
The Market Facilitator shall make public the outcome of the selection process through reasonable channels.
The duration of service for SAB Members shall be a term of two years. SAB Members shall be able to be in position for a maximum of two consecutive terms and can only re-enter the position after a break of one term (i.e. two years).
SAB Members’ terms shall be spread across different time spans to avoid all SAB Member terms ending at the same time:
five SAB Members (from across the three groups and one Independent SAB Member) shall be selected in years ending with odd numbers.
six SAB Members (from across the three groups and one Independent SAB Member) shall be selected in years ending with even numbers.
The SAB Chair shall be able to remove a SAB Member where that SAB Member:
resigns (before the end of their term) by giving the SAB Chair written notice.
is unable to continue with their duties due to:
Death or illness.
Conviction of an indictable offence.
Serious misconduct, including breach of Conflict of Interest or impartiality requirements.
Poor attendance or performance.
A change of employment. For the avoidance of doubt, a change of employment does not necessarily trigger removal of a SAB Member provided the SAB Member and SAB Chair are satisfied that the nature of the new employment means the SAB Member can continue to provide the relevant expertise for which they were appointed, and the new employer completes the necessary release form (paragraph 7.2.2).
SAB Members shall cease to be a SAB Member when their term expires, except if re-appointed.
Meetings shall be held at least quarterly, in accordance with a timetable agreed by the SAB Members. Meetings shall be held in a hybrid format, i.e. virtually and in-person.
The Technical Secretary shall, at the request of the SAB Chair, convene meetings by giving notice, at least five Working Days before the proposed meeting (or such other period so determined by the SAB Chair), to each SAB Member and Representatives. Such notice shall set out:
the date, time and place of the meeting
an agenda of the matters for consideration at the meeting and any supporting papers available to the Technical Secretary at the time the notice is given (and the Technical Secretary shall, if necessary, circulate to SAB Members any late papers, as approved by the SAB Chair, as and when they are available).
The Technical Secretary shall ensure that details of forthcoming meetings are notified on the Elexon website. Such notification shall include agendas and non-confidential papers.
A scheduled meeting may be cancelled if:
the SAB Chair determines there is no business for the board to consider, and so requests the Technical Secretary to cancel the meeting.
the Technical Secretary notifies all SAB Members in writing of the proposal to cancel the meeting, not less than five Working Days before the date on which the meeting is, or is to be, convened.
three Working Days before the date on which the meeting is, or is to be, convened, no SAB Member has notified the Technical Secretary that they object to such cancellation.
Where any matter not contained in the agenda is put before a meeting of the SAB that is, in the opinion of the SAB Chair, necessary (in view of the urgency of the matter) to consider, then, where all the SAB Members present at the meeting agree, the board may determine upon such matter.
If, in the opinion of the SAB Chair, an exceptional matter arises which is of sufficient importance or urgency to require a decision earlier than is possible under the next convened meeting, then:
the Technical Secretary shall, at the request of the SAB Chair, convene such a meeting and distribute an agenda and any papers in accordance with such notice as the SAB Chair considers appropriate.
each SAB Member shall be deemed to have consented to the convening of such a meeting and the distribution of the agenda and papers in the manner and on such notice as the SAB Chair determines.
The remaining provisions of these Terms of Reference in respect of the proceedings of any meeting (including but not limited to Quorum and voting) shall apply to any ad-hoc meeting.
The SAB Chair may invite non-SAB Members to attend board meetings, as and when appropriate. Such SAB Attendees may be invited by the SAB Chair to speak at the meeting but shall have no vote and shall not be a SAB Member.
The SAB will hold its meetings in public session, unless the SAB Chair determines that an agenda item contains sensitive information that requires the board to go into a confidential closed session.
No business shall be transacted unless a Quorum is present at the meeting. A meeting shall be considered Quorate where at least 50% of SAB Members (or their duly appointed SAB Alternates) are present at the meeting, either in-person or virtually.
At any meeting of the SAB, where the SAB Chair considers a vote on a matter is required or advantageous to move forward, SAB Members (or their duly appointed SAB Alternates) shall vote using Simple Majority.
The SAB Chair shall have a casting vote where the SAB Member votes are tied. In deciding any matter, each SAB Member shall cast one vote only (except where acting as an SAB Alternate, in which case their vote shall count as two votes).
SAB Members may be asked by the SAB Chair to recuse themselves from voting where Conflicts of Interest have been identified.
SAB Members may also abstain from voting. Abstentions shall not be classed as votes.
Representatives and SAB Attendees shall not be entitled to vote.
Where the SAB Chair considers it appropriate, the SAB may consider matters by correspondence, including electronic channels of communication and collaboration.
A Quorum is obtained, in respect of matters considered via correspondence, where at least 50% of SAB Members (or their duly appointed SAB Alternates) provide a response (which shall include their vote, if required) to the correspondence.
Where a SAB Member would like to discuss a correspondence item with other SAB Members, they may request the SAB Chair to include this as an agenda item at the next meeting. Inclusion of the correspondence item on the agenda shall be at the discretion of the SAB Chair.
The Technical Secretary shall ensure that all board discussions are minuted and such minutes are distributed to SAB Members within ten Working Days following each meeting. Such persons entitled to receive the minutes may provide any such comments on the minutes. Minutes shall be agreed via correspondence, unless a SAB Member notifies the Technical Secretary within ten Working Days of receipt that they wish the minutes to be discussed at the next meeting before approval. A public version of the minutes (with any confidential or commercially sensitive material omitted) shall be published on the Elexon website following approval.
The Technical Secretary shall also prepare a Headline Report detailing the decisions and recommendations agreed at the meeting. Such Headline Report is to be made available on the Elexon website within two Working Days after the meeting. In addition, the Technical Secretary may, with the approval of the SAB Chair, include on the Elexon website copies of any non-confidential presentation materials used at the meeting.
The Technical Secretary shall circulate to SAB Members any papers as and when it is appropriate. Unless otherwise agreed by the SAB Chair, papers shall not be circulated less than five Working Days before the meeting.
The SAB Chair may, by exception, bring additional matters to the attention of the board without advance notice when such information is deemed by the SAB Chair to be of a sufficiently urgent nature that requires immediate attention by the board.
Where approved by the SAB Chair, the timelines and requirements laid out in paragraphs 12.1 – 12.9 may be adjusted to reflect the urgency, complexity, or importance of any board business; however, this discretion should be exercised only as an exception.
The SAB Chair shall be entitled to be paid by Elexon such remuneration and benefits as determined by the SAB Members. The level of remuneration should be reasonable and consistent with that for comparable roles.
SAB Members shall not be entitled to remuneration or benefits. However, SAB Members shall be entitled to be reimbursed by Elexon for reasonable costs and expenses, such as travel and accommodation for attending board meetings.
Independent SAB Members shall be entitled to be paid by Elexon such remuneration and benefits as determined by the SAB Chair after consulting the board. The level of remuneration should be reasonable and consistent with that for comparable roles.
Any remuneration and benefits paid to the SAB Chair or independent SAB Members shall be reported by the Market Facilitator annually.
The board shall be consulted on any amendment of these Terms of Reference.
A master list of definitions can be found in the Market Facilitator Glossary.
The following definitions are specific to this Governance Document. These are supplemented by the definitions in the Market Facilitator Glossary. If there is an inconsistency between definitions, the definition in this document shall prevail.
FGD: Stakeholder Advisory Board – Terms of Reference - Amendment record
Annex 1: Associated meta-data
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1.1
The Publish Date and the Implementation Date for this Governance Document are as follows:
Term
Date
Publish Date
12 December 2025
Implementation Date
12 December 2025