Article 301 — Special Mandates

1/ The board of directors may give to one or more of its members a special mandate as regards one or more specific matters including to represent the company in a specific transaction. 2/ The board of directors may decide to create committees consisting of directors to review matters as and when it deems that appropriate and recommend a course of action, if need be; It shall determine the composition and powers of the committees that it establishes without exceeding powers vested in the board itself. 3/ The board shall establish an audit committee consisting of members of the board alone; a director who takes part in the day-to-day management of the affairs of the company may not become a member of the audit committee. 4/ Subject to a contrary stipulation by the board a committee established under Sub-Articles (2) and (3) of this Article may seek the opinion of experts who are not directors.