What to Watch for at Nissan Post-Ghosn Annual Meeting
(Bloomberg) -- Nissan Motor Co. shareholders will vote in a new board and director committees Tuesday, decisions that will shape the company’s troubled relationship with Renault SA and impact whether the French company revives its deal with Fiat Chrysler Automobiles NV.
The Japanese carmaker’s proposed new governance structure is designed to boost oversight and prevent the concentration of corporate power in one individual, seeking to address the lapses that led to the arrest of former chairman Carlos Ghosn for financial crimes while at the company.
Ghosn’s downfall triggered tumult at Nissan. The company reported its lowest profit in a decade last month and has lost a quarter of its market value. Ties with its ally of more than two decades have been strained after Nissan kept the investigation into Ghosn from Renault until his arrest. The alliance has been further tested by Nissan’s reluctance to support a merger between the French company and Fiat.
Here are the key points to watch out for at Tuesday’s annual shareholders’ meeting:
Committee Musical Chairs
The central task for the meeting, being held at a hotel in Yokohama, is to approve the creation of three board committees: nomination, audit and compensation. The structure is based on recommendations made in March by a governance panel empowered by Nissan to put forth board changes.
The proposal was thrown into doubt this month, when Renault Chairman Jean-Dominique Senard threatened to withhold support for the reforms unless Renault secured more representation within the committees. Renault’s 43% stake in Nissan gives it a lot of say because decisions such as board appointments require a simple majority to pass.
Nissan acquiesced and agreed to give Renault more seats, offering Renault Chief Executive Officer Thierry Bollore a place on the audit committee and Senard a position on the nomination committee -- key positions at the heart of decision making. The nomination committee will be chaired by Masakazu Toyoda, the lead independent outside director.
New Faces on the Board
Shareholders will also decide on the new board lineup. In line with the panel’s recommendation, a majority of the nominees are not affiliated with Nissan, including the former head of Sony Interactive Entertainment and the chairman of Nihon Michelin Tire Co.
Yasushi Kimura, an adviser to oil company JXTG Holdings Inc., will chair the board and Senard will become the vice-chair. Outgoing directors include Nissan veteran Toshiyuki Shiga, who was once Ghosn’s right-hand man.
A board with fewer Nissan insiders could potentially take a more benign view on any attempt by Renault to resume deal talks with Fiat. The European carmakers’ talks ended in early June after a last-minute intervention by the French government, which suggested the deal was being rushed and that more time was needed to gain Nissan’s approval.
CEO Saikawa’s Future
Nissan CEO Hiroto Saikawa, Ghosn’s protege-turned-accuser, will face criticism and scrutiny by the board and shareholders, yet he’s likely to hold on to his job thanks to Renault’s support. Under an alliance agreement revised in 2015, Renault is obliged to stand by Nissan in management decisions, including board nominations.
Saikawa has had to face questions about why he didn’t spot Ghosn’s alleged wrongdoing early on, and in April stockholders asked why he wasn’t stepping down to take responsibility for Nissan’s poor governance. On Monday, Saikawa was due to be questioned by the board about allegations by a former senior executive that he broke company rules to pay for a house in Tokyo.
The Nissan governance panel decided to recommend that Saikawa stay on mainly because the company needs a certain level of management consistency, according to Keiko Ihara, an external Nissan board director and a member of the panel. Saikawa has also agreed to cut his compensation by half to take responsibility for the Ghosn scandal.
(Corrects the amount of votes needed for decisions in sixth paragraph.)
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