Soul-searching is in order for Nissan’s board after Ghosn allegations, governance experts say

Takashi Aoyama | Getty Images News | Getty Images
A general view of Nissan Crossing showroom in the Ginza district on November 21, 2018 in Tokyo, Japan.

Turmoil at Japan's Nissan Motor surrounding allegations of impropriety by ousted chairman Carlos Ghosn raises questions about the oversight role of the company's board of directors, corporate governance experts said this week.

Ghosn, long seen as a superstar of the global auto industry, was arrested last month after allegedly under reporting compensation and misusing assets.

He gained renown for reviving Nissan after French automaker Renault took a large stake in the company nearly two decades ago. He later went on to oversee an alliance involving Renault, Nissan and Mitsubishi Motors.

But Ghosn was dumped by the boards of Nissan and Mitsubishi after his arrest on Nov. 19, though is still chairman and CEO of Renault. He remains in custody in Tokyo and has yet to be charged.

Japanese broadcaster NHK, citing unnamed sources, reported last month that Ghosn has denied under reporting his earnings.

Jamie Allen, secretary general of the Asian Corporate Governance Association, said that a key concern about the allegations against Ghosn is why Nissan's board of directors was seemingly unaware.

“I think there is a clear issue of internal controls in that company that they're not properly addressing,” Allen told reporters in Hong Kong on Wednesday.

“If the board really didn't know about that, and maybe they really didn't know about that, then that doesn't speak … very highly of their internal controls, or their governance,” Allen said. “My point is boards have collective responsibility … so I think the board at Nissan really needs to do some soul-searching.”

Other experts also questioned the role of oversight at Nissan.

“I think it is extremely unlikely that the board did not know about this,” Jesper Koll, head of Japan at WisdomTree Investments, told CNBC on Friday.

“Because the reality is any board, whether it is a purely local Japanese company or whether it is an international, global company, whatever corporation you run, the executive compensation and CEO compensation is an extremely important issue,” Koll said.

John Buchanan, an expert in Japanese corporate governance at the Centre for Business Research at Cambridge Judge Business School, said that a lack of formal charges against Ghosn makes it difficult to assess the board's role, though he added it was unlikely to have been completely in the dark regarding remuneration.

And Nissan's decision to “disgrace the company by calling in public prosecutors” resulted in “effectively advertising the inadequacy of the board and Nissan's internal controls,” Buchanan said in an email.

“This can be seen as a demonstration that Japanese corporate governance is still largely internally focused,” he said.

'Foreign majority shareholders'

Contacted by CNBC for comment, Nick Maxfield, a spokesman for Nissan, which is headquartered in Yokohama, Japan, said by email that the company went to Japanese prosecutors with results of an internal probe spurred by a whistleblower that had “uncovered substantial evidence” of alleged under reporting of compensation and misuse of assets and funds.

Maxfield, who said Nissan could not disclose specifics of the probe, referred to comments made by Nissan CEO Hiroto Saikawa at a press conference the day Ghosn was arrested.

Saikawa had said Nissan would need to “identify the issues of governance (and) really look back on what happened seriously and take immediate and fundamental countermeasures” because the alleged misconduct had been lengthy.

Maxfield also said that Nissan's board on Nov. 22 vowed to create a special committee to receive advice from an independent third party on governance and managing compensation.

A team of Jefferies analysts suggested in a report last month that foreign shareholders — who, by their calculation, hold more than 80 percent of Nissan's stock — also cannot shirk responsibility.

“If Nissan was badly governed, then the blame should rest squarely on the shoulders of its foreign majority shareholders,” the report said.

Renault has the largest single stake in Nissan at more than 40 percent.

The European automaker did not immediately respond to a request by email for comment from CNBC.

Some experts also cautioned against reading too much into Nissan's problems and losing sight of positive changes that have taken place in broader Japanese corporate governance in recent years, such as greater power for whistle-blowers — a key element of the Nissan case — and a new ombudsman clause.

“That actually shows, I think, that corporate governance in terms of the structure that is being put into place is actually looking to improve,” WisdomTree's Koll said.

Ulrike Schaede, professor of Japanese Business at the University of California San Diego, agreed that the overall situation has improved, but stressed that corporate abuses will occur even with the best of safeguards.

“If a CEO wants to do something that benefits him or her more than the company, they will be able to do it no matter what the governance system does,” Schaede said.

“It happens in all systems,” she added. “So in that sense I don't think that this is indicative of a system failure in Japan.”

Ford and VW considering an expansive alliance likely to echo across the global auto industry

David Becker | Getty Images
Volkswagen Passenger Cars CEO Dr. Herbert Diess speaks at CES 2016 next to the Budd-e electric van.

Barring a last-minute hitch, two of the world's largest automakers plan to announce a far-reaching alliance shortly after the new year, one that will cover a wide swath of territory and a broad range of technologies, new and old.

The deal will serve as something of a jointly played jigsaw puzzle, allowing Ford Motor and Volkswagen to leverage their strengths and offset weaknesses at a time when the global automotive industry is facing not only traditional competitive challenges but the risks posed by massive technological transformation. Among the key elements expected to be part of the deal will be a cooperative effort to bring to market electrified and autonomous vehicles, something each of the companies already has spent billions of dollars developing.

“We are in quite advanced negotiations and dialog with Ford to really build up a global automotive alliance, which also would strengthen the American automotive industry,” Volkswagen CEO Herbert Diess told reporters in Washington, D.C. after meeting with President Donald Trump earlier this week, offering the most substantial comment on the carmakers' negotiations yet.

The meeting, which included other European auto executives such as Daimler CEO Dieter Zetsche, was aimed at easing trade tensions that have seen Trump threaten to impose major new tariffs aimed at restricting access to the American market by European automakers.

Diess noted that he had told the president VW is”considering building a second car plant” that would supplement the automaker's existing facility in Chattanooga, Tennessee that has already doubled in size since opening in 2011.

But there appear to be other options Volkswagen is considering as it moves forward with talks with Ford. That includes the possibility of taking over one of the American company's existing, underutilized assembly plants. It is also possible, several sources close to the talks have hinted, that VW could wind up sharing more than one plant with Ford.

Far-reaching options

The two have been talking for the better part of a year. Confirming widespread rumors, they formally signed a memorandum of understanding last June that focused on efforts to jointly develop and assemble commercial vehicles.

“Ford is committed to improving our fitness as a business and leveraging adaptive business models — which include working with partners to improve our effectiveness and efficiency,” Jim Farley, Ford's president of global markets, said at the time.

But Farley offered a clear hint that there could be more to come when he noted, “We look forward to exploring with the Volkswagen team in the days ahead how we might work together to better serve the evolving needs of commercial vehicle customers — and much more.”

Patrick T. Fallon | Bloomberg | Getty Images
Jim Farley

How much more is now the central question, but in conversations with senior Ford and VW executives they do little to hide the likelihood that the answer will be “lots.” About the only thing off the table, said an executive with frequent C-suite access, is any sort of cross-equity swap.

Along with the possible collaborations on vans and other commercial vehicles, the talks now have expanded to include:

The sharing of assembly plants in the U.S. and other markets;The possibility of combining marketing and distribution operations that would leverage each company's strengths. Ford could play lead in the U.S., for one thing, while VW would be dominant in Europe and China, both markets where the American carmaker is struggling;They may work jointly on products in other segments. While VW has been struggling to expand its presence in the booming light truck market, that's one of Ford's real strengths;Perhaps the most far-reaching collaboration would see Ford and Volkswagen partner up on the development of autonomous and electrified vehicles.

Right now, autonomous and fully driverless vehicles remain largely the stuff of science fiction but the technology is expected to begin playing a major role in the transportation world within a decade. A study released late in 2017 by the Boston Consulting Group forecast nearly a third of the miles Americans clock on the road each year could be in fully driverless vehicles operated by ride-sharing services such as Lyft and Uber by 2030.

Those vehicles are also expected to be powered by electric drivetrains. Collectively, hybrids, plug-ins and pure battery-electric vehicles captured barely 4 percent of the U.S. market in 2017, but that has begun to surge, particularly in China, which has enacted strict new regulations promoting zero-emissions vehicles.

Ford's focus on new technology is underscored by its repositioning as a “mobility company,” rather than an automotive manufacturer. The Dearborn, Michigan-based company was an early player in electrification but is playing catch-up now when it comes to longer-range models capable of challenging the likes of Tesla. Volkswagen, however, is going flat out.

Its Audi brand recently debuted the e-tron SUV that will be the automaker's first Tesla fighter. A second all-electric Audi, the e-tron GT debuted at this month's Los Angeles Auto Show. The all-electric Porsche Taycan follows next year, as does the first long-range battery electric vehicle (BEV) under the new sub-brand Volkswagen I.D. The second I.D. model, reports Reuters, will start as low as $23,000, sharply undercutting the Tesla Model 3. There's an all-electric reincarnation of the legendary VW Microbus, to be called the I.D. Buzz, coming, as well. All-told, the dozen VW retail brands will have close to 50 battery-electric vehicles by mid-decade.

Source: Audi
Audi E-Tron

In the wake of its embarrassing diesel emissions scandal — which cost VW about $30 billion in the U.S. alone — the carmaker has become such a believer in electrification that it has indicated a new family of internal combustion engines will be the last developed specifically to run on gasoline or diesel, with the German manufacturer planning to go all-electric by 2030.

The cost is staggering, Diess recently announcing its commitment will cost at least $50 billion over the next decade. Pairing development efforts and parsing up costs could be one of the biggest payoffs from the planned alliance between Ford and VW, experts like David Cole, director-emeritus of the Center for Automotive Research, believe.

The same is the case with autonomous technology. Ford, for its part, has committed $4 billion to autonomous driving, including the $1 billion acquisition of Pittsburgh-based autonomous vehicle development company Argo AI. The U.S. automaker also plans to invest $740 million to transform the long-abandoned Michigan Central Depot — a symbol of Motor City blight — and other buildings nearby into the headquarters of its new subsidiary, Ford Autonomous Vehicles.

“A lot of these things are very long-term, 10, 15, 20 years away,” said Cole. “And the challenge is figuring out how to afford that in the near-term.”

Ford and VW are by no means the only ones looking for synergies that could overcome traditional rivalries. Two months ago, Honda signed on as a partner with General Motors' autonomous vehicle program, investing $750 million in its Cruise Automation subsidiary and committing to spend nearly $2 billion more over the next decade. The Japanese and American makers previously formed a joint venture aimed at the development and production of fuel-cell technology.

Risky ventures

Joint ventures and broader alliances can be risky, however, something GM found out when, in 2005, it tried to exit a dysfunctional relationship with Fiat. The divorce eventually cost it $2 billion. Now, there are growing concerns that the 20-year-old Renault-Nissan-Mitsubishi Alliance could be coming undone following the arrest last month of Carlos Ghosn, the man who initially put it together.

Volkswagen and Ford also know how fragile relationships can be. Four decades ago they combined their operations in South America's two largest markets, Brazil and Argentina. The joint venture helped them weather a long economic slump but, as the regional economy recovered during the mid-1980s, VW decided to exit Autolatina and go it alone. Because of the way the market had shifted, however, it left Ford in a weakened position that it has never fully recovered from.

Several at Ford have said that there is still institutional memory of that soured relationship that, at the very least, is informing how the U.S. carmaker approaches negotiations with its erstwhile ally.

But the many potential benefits have the automakers plowing ahead. There had been some indication that a deal could be announced before the end of the year but, CNBC was advised by a highly placed source at one of the carmakers, it now looks like it will take until sometime in January.

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Tesla needs ‘seasoned’ operator to take on execution hurdles: Analyst

Tesla still has execution hurtles, says expert
2 Hours Ago | 03:28

Tesla needs to consider adding a “really seasoned operator” to manage the mass-market manufacturer, Consumer Edge Research's James Albertine told CNBC on Friday.

“They need to prove that there's true independent, sort of, checks and balances between the board and senior management,” the senior analyst said on “Power Lunch.”

Albertine, who is equal weight on the stock, commended CEO Elon Musk for making his mark in the automotive industry with his electric car company. But Tesla needs a “different skill set” to build 500,000 units a year and expand into China, he contended.

“There are significant execution hurdles ahead,” Albertine added.

Musk's leadership skills have come into question ever since he started acting erratically months ago. Most notably, he found himself in trouble with the SEC when he tweeted about taking the company private. He also appeared to smoke pot on a podcast.

Albertine said Tesla has to continue to progress from its third-quarter earnings before he decides to upgrade to a buy rating. He will take into consideration who the company nominates to the board of directors.

“This is a long overdue sort of call here for more streamlined kind of focus on operations and kind of corporate governance from an independent board perspective,” he said.

On Friday, a Jefferies analyst raised Tesla's price target from $360 to $450, saying the company improved productivity.

Shares of the automotive company reached a turning point Thursday when they closed higher than the roughly $360 conversion price on the $920 million in convertible bonds due in March. It was the first time they closed above that price since early August when Musk floated the idea of taking the company he co-founded private.

The stock dipped 1.4 percent Friday to close at around $358.

Tesla did not immediately respond to a request for comment.

Disclaimer

Tesla General Counsel Todd Maron is leaving the company

Bobby Yip | Reuters
Tesla Chief Executive Elon Musk stands on the podium as he attends a forum on startups in Hong Kong, China.

Tesla announced on Friday that General Counsel Todd Maron is leaving the electric vehicle maker, the second high-ranking attorney to do so this quarter. Last month, Phil Rothenberg left his post as Tesla's Vice President of Legal, to become general counsel at Sonder, a hospitality start-up.

The Wall Street Journal reported news of Maron's departure, and Tesla acknowledged the personnel moves in a blog post following the report.

The electric car company said it plans to replace Maron with seasoned Beltway trial lawyer Dane Butswinkas, a chairman at Williams & Connolly, who was also a Co-Chair in the firm's Commercial Litigation, Financial Services and Banking Groups.

Butswinkas will report directly to CEO Elon Musk, and will oversee Tesla's legal and government relations teams, according to Tesla's statement.

Tesla specified, in their announcement, that Maron will stay on through January to ensure a smooth hand-off to his successor.

Maron's leaving Tesla comes as a surprise to many due to his longstanding relationship with Musk. He served as the billionaire's divorce attorney via a boutique family law firm, Jaffe and Clemens, prior to joining Tesla in 2013 as deputy counsel.

Tesla is currently facing a host of lawsuits and regulatory probes.

And the company is working to become compliant with terms of a settlement it struck earlier this year with the U.S. Securities and Exchange Commission, after Musk tweeted that he could take the company private at $420 a share. The settlement requires Tesla to employ an “experienced securities lawyer” to review social media communications by its senior officers, including Musk.

Fiat Chrysler plans to open factory in Detroit to build new three-row, Jeep Grand Cherokee: Sources

Rebecca Cook | Reuters
Fiat Chrysler Automobiles assembly workers build 2019 Ram pickup trucks at the FCA Sterling Heights Assembly Plant in Sterling Heights, Michigan, October 22, 2018.

Fiat Chrysler, riding a wave of strong truck and SUV sales, is planning to build a new final assembly plant in Detroit even as other American automakers scale back operations in the U.S., according to people familiar with the plan.

The assembly plant, an old Mack II Engine Plant that closed in 2012, will build a new three-row, Jeep Grand Cherokee SUV starting in 2020 as the automaker moves to keep up with strong demand for utility vehicles, the people said. A spokesperson for Fiat Chrysler would not comment on the report, nor confirm the automaker's plans.

The move comes as the industry faces pressure from President Donald Trump to keep manufacturing jobs in the U.S. and stands in stark contrast to the recent decision by General Motors to stop production and idle five plants in North America including four in the United States.

GM has come under fire after announcing last week that it plans to cut 14,000 jobs in the U.S. and Canada, citing a weakening economy, the escalating trade war and a desire to reposition itself as a smaller, more nimble company. Ford is also scaling back, saying last week that it planned to cut a shift at two of its U.S. plants in an attempt to avoid more onerous layoffs.

Detroit will lose two GM facilities altogether. Both were performing well under capacity and contributing to a dismal capacity utilization rate of just 76 percent across the United States, far below Fiat Chrysler's rate of 90 percent.

Fiat Chrysler's plants are running at close to capacity due to continued strong demand for trucks and SUV's. Overall, Fiat Chrysler's sales in the U.S. are up 8 percent this year, easily outpacing the industry less than one percent according to the market research firm Autodata.

All of Detroit's Big Three automakers are abandoning sedan lines in favor of more popular and profitable SUVs and cross-over vehicles.

Sales of SUVs and pickups have been one of Fiat Chrysler's biggest areas of growth and have kept it ahead of its U.S. rivals. Overall sales jumped 17 percent in November over the same month last year — fueled largely by its popular Jeep SUVs and Ram Trucks.

Ford's sales, by comparison, dropped by about 7 percent in the same period.

Jeep unveiled the Gladiator pickup truck at the LA Auto Show last week, inspired by its popular and iconic Wrangler off-road SUV.

Fiat Chrysler CEO Mike Manley ran both the Jeep and Ram brands for FCA before he replaced late former CEO Sergio Marchionne in July as Marchionne's health rapidly declined.

Tesla’s China factory is set to begin production late next year, Shanghai government says

Qilai Shen | Bloomberg | Getty Images
A Tesla Motors Model S electric automobile at one of the company's electric charging stations in Beijing on March 9, 2016.

Tesla is on pace to begin production at its factory in China in the second half of next year, the Shanghai government said Wednesday.

Land leveling is basically complete and construction is about to begin, with the factory expected to be put partially into operation in the second half of 2019, according to an official WeChat post from the government. The article described a visit by Shanghai Mayor Ying Yong and Vice Mayor Wu Qing.

Tesla did not immediately respond to an emailed request for comment.

In mid-October, Tesla officially acquired an 864,885-square meter plot in Shanghai's Lingang area for the electric car maker's first factory outside the U.S.

Elon Musk's company has also launched an official WeChat account for hiring locals.

Producing in China, the world's largest market for electric vehicles, would allow Tesla to reduce costs significantly. The company has said it is operating at a 55 percent to 60 percent cost disadvantage with a domestic peer due to ocean transport costs and tariffs.

Waymo starts commercial ride-share service

Geoff Robins | AFP | Getty Images
John Krafcik, CEO of Waymo speaks at a press conference at the 2017 North American International Auto Show in Detroit, Michigan, January 8, 2017.

After months of testing and millions of miles developing self-driving vehicle technology, Waymo has officially launched the country's first commercial autonomous ride-share service.

The company's Waymo One program will give customers rides in self-driving vehicles 24 hours a day. Initially, the service will be limited to cities surrounding Phoenix, including Tempe, Mesa and Chandler.

While there may be many potential customers who want to ride in an autonomous vehicle, the Waymo One service will initially be offered to a limited number of people. Those customers will include hundreds of people in the Phoenix area who were test users of the Waymo self-driving vehicle fleet that has been in development since April 2017.

“Self-driving technology is new to many, so we're proceeding carefully with the comfort and convenience of our riders in mind,” said Waymo CEO John Krafcik. One example of Waymo taking a cautious approach rolling out its ride-share service is the company's use of safety drivers to supervise the rides, at least initially. In addition, the company's app and consoles in the Waymo One vehicles will allow riders to instantly connect with support agents who can assist riders with questions.

Alphabet's Waymo One marks the start of the race by automakers, tech companies and other firms to launch autonomous ride-share services. General Motors subsidiary Cruise plans to launch a similar service using self-driving vehicles next year.

What's driving the competition? The pursuit of greater profits. Studies of have shown the biggest cost for ride-share operations is the expense of paying a driver. General Motors estimates it costs ride -share companies more than $3 per mile in San Francisco. However, GM believes that cost could drop to roughly $1 per mile by 2025 with driverless vehicles in ride-share fleets.

Waymo has said it expects the cost to consumers for using Waymo One to be competitive with Uber, Lyft and other ride-hailing services.

Here’s the buyout GM offered before announcing 14,000 job cuts

John Gress | Reuters
Trucks come off the assembly line at GM's Chevrolet Silverado and GMC Sierra pickup truck plant in Fort Wayne, Indiana, July 25, 2018.

General Motors executives painted a bleak outlook of the global economy in offering buyouts to 17,700 employees last month.

“We must take significant action and now while our company and the economy are strong,” they said in talking points given to managers in October to discuss the severance plan with staff. CNBC obtained the “leader talking points,” and GM verified their authenticity.

An “intensely competitive” industry combined with pressure from rising commodities prices, interest rates and a difficult trade environment created a sense of urgency. “We need … to make the right pre-emptive moves so that we come out of this tough time ahead,” they said in the talking points.

Larry Summers says GM shouldn't hide from cost-cutting measures
12:39 PM ET Wed, 28 Nov 2018 | 05:50

The Detroit automaker on Monday announced plans to halt production at five factories in North America and cut about 14,000 jobs in the company's most significant restructuring since its bankruptcy in 2009. The news falls on the heels of an otherwise strong quarter. Its third-quarter earnings released Oct. 31 — the same day GM started soliciting the buyouts — showed its first year-over-year earnings growth since the first quarter of 2017 and sent the stock soaring 9 percent.

'Not an option'

But executives saw stiff competition and a tough economy ahead. The cuts are designed to free up some cash and position its workforce of 180,000 for the future of autonomous vehicles and electric cars.

“We cannot afford to wait and see what happens in the industry, or with China, or in international trade or currency, to then react,” the severance document said. “Even if macro-economic factors are partially to blame, continuing to lower guidance to Wall Street is not an option.”

GM offered voluntary buyouts to roughly 17,700 eligible employees in North America with at least 12 years of service, according to the document. The company was aiming for 8,000 voluntary buyouts among its salaried workers as part of a total headcount reduction of 14,000, spokesman Pat Morrissey confirmed. He said about 2,250 workers accepted severance agreements by the Nov. 19 deadline.

The carmaker previously said that involuntary layoffs would follow if there were not enough takers. Roughly 5,750 salaried workers and 6,000 hourly employees will be laid off, he confirmed. Half of the hourly workers are in Canada with the other half in the U.S., where the company will work with union officials to try to move to other plants, Morrissey said.

Salary and benefits

GM is allowing some employees who took the buyouts to leave as early as this coming Saturday with an official last day of Jan. 31 and salary and benefits continuing for six months after that. Executives could also leave in December with an effective last day of Feb. 28 and a full year of salary and benefits, according to the severance materials.

GM CEO Mary Barra is accountable to her shareholders, not politicians, says Jeff Sonnenfeld
12:05 PM ET Wed, 28 Nov 2018 | 07:01

GM warned this summer that the trade war instigated by President Donald Trump could force job cuts in the United States. Trump was irate with GM's announcement this week, tweeting on Tuesday that he was “very disappointed” with the company and CEO Mary Barra for idling plants in Ohio, Michigan and Maryland.

“Nothing being closed in Mexico & China. The U.S. saved General Motors, and this is the THANKS we get,” Trump tweeted. He also threatened to cut all of the company's federal subsidies, following up on Wednesday with the announcement that the administration was studying all tariffs on cars imported to the U.S. because of the “G.M. event.”

GM says the move would help to save $6 billion a year. Shares of the company jumped 4.8 percent on the announcement Monday, but Trump's tweets drove the stock down Tuesday and Wednesday. Its shares have fallen by almost 20 percent during the last year.

“A strong cash position is the only way the company can deal with these factors and also continue to invest in growth opportunities and to set ourselves up for the future,” the talking points said.

“The leadership team is very focused on improving our cash generation and profit performance on each of our vehicles.”

— CNBC's
Robert Ferris
contributed to this article.