Lawish Kumar

20211-30043
CLSP Term Project
My Topic: BOARD MEETINGS/ AGM/ EOGM

18. What is the current Board composition of the company? How many Executive and
Non-Executive directors including Independent/female directors?

There are 7 directors on the board of Hino Pak

 The number of Male directors is 06.
 The number of Female directors is 01.

 Composition Of Board:

A) Independent Directors
Male - 01
Female – 01
B) Non-Executive Directors – 03
C) Executive Directors-02

19. What is the procedure for electing the board of directors?

The election of directors of the companies is held in general meetings, on completion

of the term of office of directors after every three years. The candidate who gets the
highest number of votes gets declared elected as a director.

20. What documentation and background check goes behind the appointment of
directors (Executive and Non-Executive specifically independent)?
If He/she is a close relative of the company’s promoters, directors, or major
shareholders they cannot be appointed
To check the Background If He / She has not been doing any illegal things such as Money
Laundering.
If He/she has been an employee of the company, any of its subsidiaries, or holding
company within the last three years cannot be a director.

21. Do directors communicate outside of regularly scheduled board and committee

meetings?
Yes, But Very Rarely Board Members contact each other outside of meetings for
information but they avoid making decisions or agreements to act on board business
outside of a called meeting.

22. Who is the chief executive of your firm, when was he appointed, and what
documentation went behind this appointment?
 Mr. Takayuki Kizawa was appointed as the President & Chief Executive Officer of
the Company and a member of the Human Resources and Remuneration Committee
in February 2022. He joined Hino Motors Japan in April 2005.

23. In case of the chief executive’s absence who takes care of his duties?
The decision of the directors is behind that moreover, the meeting is led by the
chairman of the company.
24. How often does the board of the company meet?
4 times a year quarterly.
25. For what reasons can the board call a meeting?
Call to order.
Agenda adjustments.
Approval of previous meeting minutes.
Reports.
Old business.
New business.
26. When was the last board meeting held?
Half-year result approval meeting held on month of November.
27. Who is your CEO? Is his presence important in the board meetings?
CEO is also important but most Important because he leads the board meetings.
28. What decisions are made at the annual general meeting?
 Accounts Approval
 Dividend Declaration
 Appointment Of Auditors
29. Who attends the annual general meetings? What documentation goes pre and post-
meeting?
Shareholders of the company and the board of Directors attend AGM
Pre-Meeting: Procedures and Agenda Of the meeting
Post Meeting: A) Director's report on the company's position for the given year.
B) Report by the Auditor of the annual accounts.

30. For what reasons can the board call the extraordinary general meeting?
The last EOGM was held for Elections and before that was held for the right issues.

31. Who should be present at the extraordinary general meeting?

Shareholders also attend the meeting, all directors must attend EOGM rules of Hino
Pak, Company secretary and Auditor are also required to attend the meeting.

32. How many Board Committees u have, details? Who are the members of the Audit
and HR&R committees?
2 Board Committees
  Audit Committee
 HR and R Committee
Members Of the Audit Committee
 Mushtaq Malik-Chairman (Independent Director)
 Nargis Ali Akbar Ghaloo (Independent Director)
 Koji Nagata (Non-Executive Director)
 Takuji Umemura (Non-Executive Director)
 Nasir Manzoor (secretary)
Members Of the HR and R Committee
 Nargis Ali Akbar Ghaloo Chairperson (Independent Director)
 Mushtaq Malik (Independent Director)
 Takayuki Kizawa (Executive Director)
 Fahim Aijaz Sabzwari (Secretary)
33. How do these committees work?
The primary purpose of a company's audit committee is to provide oversight of the financial
reporting process, the audit process, the company's system of internal controls, and
compliance with laws and regulations.
The Primary Purpose of the HR and R committee is to recommend human resource
management policies to the Board.
Recommending to the Board regarding the appointment of a chief financial officer, company
secretary, and head of internal audit.
34. Do u have a female director?
Yes, One female Director Mr. Nargis Ghaloo Female Independent non-executive
director.
35. What are the major functions of the board?
The board is responsible for protecting shareholders' interests, establishing policies
for management, and oversight of the corporation or organization.