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Terms of Reference for the Commercial Committee

1. Membership

1.1 The Commercial Committee (the “Committee”) shall comprise the Chief Executive, the Chief Financial Officer, the Group General Counsel and Director, Corporate Affairs, Group Director, Engineering & Strategy and Group Operations Director.

1.2 The Chairman of the Committee shall be the Chief Executive or in his absence the Chief Financial Officer. In the absence of both of these, a meeting may be chaired by the Group General Counsel and Director, Corporate Affairs.

1.3 The quorum necessary for the transaction of business shall be three, one of whom must be the Chief Executive, the Chief Financial Officer, or the Group General Counsel and Director, Corporate Affairs.

1.4 Alternates can attend meetings and form part of the quorum if expressly appointed by a Committee member:

(a) If the meeting has only three attendees, only one alternate can form part of the quorum.
(b) If the meeting has four or more attendees, the maximum number of alternates forming part of the quorum can only be two.

Alternates cannot chair meetings.

2. Meetings

2.1 A representative from the commercial or finance function shall act as Secretary to the Committee.

2.2 The Committee may invite any other person to attend any meeting.

2.3 There shall be a weekly meeting of the Committee on Thursday at 4pm (UK local time), unless there is no business to consider. Additional meetings can be called if required.

2.4 Unless otherwise agreed, papers for each meeting shall be provided to the SVP Commercial and SVP Group Finance at least 4 days before the meeting and to each member of the Committee and any other person required to attend, no fewer than 48 hours prior to the date of the meeting.

3. Conflict of Interest

The Group Operations Director is also President, Energy and Equipment and therefore will not form part of the quorum for Energy & Equipment decisions.

4. Duties

The duties of the Committee are to:

(i) approve new bids, proposals and customer agreements in accordance with Meggitt Procedure MCOM-1 Bid & Pricing Management, including those that trigger Group Legal Risk Matters
(ii) consider any other matter that a Divisional President considers would benefit from senior management involvement.

5. Delegation of Committee’s Duties

The Committee may delegate consideration of contractual terms and conditions to the Group General Counsel and Director, Corporate Affairs, the Group Legal Department or the SVP Commercial when referral to the Committee is only as a result of Group Legal Risk Matters being triggered.

Approved by the Chief Executive on 20th February 2020

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