Part 2: Committee Members

Committee Members’ powers and responsibilities

3. Committee members’ general authority

Subject to the articles, the committee members are responsible for the
management of the company’s business, for which purpose they may exercise all
the powers of the company including determining rules.

4. Members' reserve power

(1) The members may, by special resolution, direct the committee
members to take, or refrain from taking, specified action.

(2) No such special resolution invalidates anything which the committee
members have done before the passing of the resolution.

5. Committee members may delegate

(1) Subject to the articles, the committee members may delegate any of
the powers which are conferred
on them under the articles—

(a) to such person or persons;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions;

as they think fit. Such delegation may include the appointment of a person
or body to undertake all or part of the duties of company secretary if no full
member is willing to undertake such duties.

(2) The committee members may revoke any delegation in whole or part
or alter its terms and conditions.

6. Delegatees

(1) Those to whom the committee delegates any of its powers must
follow procedures which are based as far as they are applicable on
those provisions of the articles which govern the taking of decisions
by the committee.

(2) The committee may make rules of procedure for all or any exercise of
delegation which prevail over rules derived from the articles if they
are not consistent with them.