Nissan Reworks Board For Post-Ghosn Era -- WSJ
18 Mai 2019 - 09:02AM
Dow Jones News
By Sean McLain
This article is being republished as part of our daily
reproduction of WSJ.com articles that also appeared in the U.S.
print edition of The Wall Street Journal (May 18, 2019).
YOKOHAMA, Japan -- Nissan Motor Co. announced a new slate of
board directors, aiming to add outside oversight of management
decisions after governance problems the company blamed on former
Chairman Carlos Ghosn.
Seven people on the 11-member board will be nominally
independent. Five are from either Europe or the U.S. The rest are
Japanese.
Keiko Ihara, an independent director who led the selection of
nominees, described the new board as diverse and "the result of a
fair selection process." The nominees must be approved by
shareholders in late June.
The nominees include Andrew House, former head of Sony Corp.'s
videogame division, and Jenifer Rogers, an American lawyer who sits
on the boards of two Japanese companies.
The independent directors may be asked to weigh in on clashing
views between Nissan's top shareholder, Renault SA, which has
sought to revive merger negotiations in recent weeks, and Nissan
management, which has expressed fierce opposition to the idea.
Under the new lineup, Nissan Chief Executive Hiroto Saikawa
keeps his job and board seat along with Renault Chairman
Jean-Dominique Senard and Renault Chief Executive Thierry
Bolloré.
The remaining seven members include several -- such as a former
top official of the Japanese industry ministry -- who are likely to
sympathize with the Japanese Nissan managers. Others include
Bernard Delmas, chairman of Michelin's Japanese subsidiary. Mr.
Senard joined Renault from Michelin, where he was CEO.
"Anything is an improvement over the current board," said Zuhair
Khan, a Jefferies analyst specializing in corporate governance.
"But the big question is: Is it good enough? Is it going to look
after the interests of minority shareholders, rather than just the
interests of Nissan and Renault?"
Mr. Khan questioned whether Mr. Delmas, who had worked for Mr.
Senard at Michelin, could be considered truly independent. Ms.
Ihara of the selection committee said he satisfied the definition
for an outside director in Japan.
Other critics suggested directors such as Ms. Ihara shouldn't be
reappointed, given their lack of oversight in their current tenure.
"They were there when the problems happened," said Nicholas Benes,
who helped write Japan's corporate-governance code and is co-head
of the Board Director Training Institute of Japan.
Mr. Saikawa has faced pressure from critics and shareholders to
resign. While Nissan's board had an animated debate over whether to
replace him, Ms. Ihara said, it was decided that he should stay on
to ensure stability.
Nissan reported steep profit declines for the year ended March
31.
Late Friday, Nissan and Renault's third partner, Mitsubishi
Motors Corp., said CEO Osamu Masuko would relinquish that title
after a shareholder meeting in June, but would retain his other
title of chairman. The company said it was part of its governance
overhaul.
Renault's shareholding agreement with Nissan restricts its
ability to exercise the voting rights that come with the French car
maker's 43.4% stake in Nissan. That limits Renault's options to
coax Nissan into a merger agreement or stack the board with Renault
loyalists.
The changes to the board broadly track proposals from a
committee of Nissan outside directors and outside experts made in
March. The committee's report found Mr. Ghosn acted with almost
sole authority on many aspects of decision-making and criticized
Nissan's governance under his leadership, which ended last November
when he was arrested in Japan.
When the committee's report came out, a spokesman for Mr. Ghosn
said, "Mr. Ghosn acted at all times with the full authority of the
board and its shareholders, and his paramount goal was achieving
value for Nissan's shareholders. The allegations of wrongdoing in
the report were part of an unsubstantiated smear campaign."
Mr. Ghosn is awaiting trial in Japan on financial charges. He
says he is innocent.
Several longtime directors are leaving the board including
former Renault executive Jean-Baptiste Duzan, a member since 2009,
and Toshiyuki Shiga, a longtime Nissan executive and lieutenant of
Mr. Ghosn.
Write to Sean McLain at sean.mclain@wsj.com
(END) Dow Jones Newswires
May 18, 2019 02:47 ET (06:47 GMT)
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