More than four hours of discussion and a unanimous decision. The board of directors of Nissan decided, Thursday night, to dismiss Carlos Ghosn of the presidency of the Japanese group. Greg Kelly, close to the French boss in charge of studying the different forms of rapprochement between Renault and Nissan, was also defeated from his position on the board. Finally, Hiroto Saikawa, CEO of the group that led the debates , was not propelled chairman of the board – even temporarily.
These decisions were “taken unanimously” by the seven members present of the council after reading an internal report of investigation making the point on the various malpractices reproached to the leader. The two directors of Renault, Jean-Baptiste Duzan and Bernard Rey, thus finally voted as their Japanese counterparts. “Either the case against Carlos Ghosn is eloquent, or they have unanimously negotiated against the fact that Saikawa is not immediately appointed chairman of the board. Or against the presence of a Renault in the two committees created, “decrypts a French source.
Decisive Committees
Two special committees will be set up at Nissan. The former will “seek advice from third parties” to improve the governance and control of executive compensation, the second must propose a name for the board chair. Jean-Baptiste Duzan, a former retired Renault CFO, will be part of these two bodies, which could determine the turn that the Renault-Nissan Alliance will take.
Nissan will now have to call a general meeting shareholders to vote for the dismissal of certain directors and the appointment of a new team. Decided to turn the Ghosn page as quickly as possible, the company would also think about putting forward this GA, usually held in June, for several months. In the meantime, Carlos Ghosn remains formally a member of the Council, as is Greg Kelly.
To justify these votes, Nissan said it wanted to minimize the impact of the crisis on the Renault-Nissan-Mitsubishi Alliance. Alliance was entering a sensitive period, says a source close to Renault, since Carlos Ghosn had planned to unveil before the next general meeting of the French group his proposal to secure the three partners for good.
Relying on the testimony of several Nissan executives and an investigation conducted internally by the manufacturer, the Tokyo prosecutor swept this calendar. He accuses Carlos Ghosn of having, with the help of Greg Kelly, voluntarily undervalued his total compensation in the report handed over to the stock market authorities of the country. Between 2010 and 2015, they would have minimized its revenues by around 5 billion yen (39 million euros) in total.
“One of the most serious mistakes”
“This type of misrepresentation is one of the most serious faults with respect to the legislation imposed on listed companies,” Tokyo Deputy Prosecutor Shin Kukimoto said on Thursday. The two men are not yet indicted but placed in custody in a detention center in North Tokyo.
Hiroto Saikawa had assured Monday that Carlos Ghosn was also suspected of misuse of corporate assets and fraudulent use of the group’s investments. These grievances, which do not appear to be part of the prosecutor’s original charge, could refer to a network of alleged luxury residences acquired by Nissan through financial montages in tax havens. The Japanese media claimed that Carlos Ghosn, along with Greg Kelly, had arranged for the purchase of these houses, which he used and never appeared in the financial reports.
On Thursday, the daily “Yomiuri” has further argued that the boss of 64 years was suspected of having asked the group to pay, since 2002, a salary of $ 100,000 per year to his older sister as a “special advisor”. For the moment, Carlos Ghosn, who managed his agendas very well to adapt to the tax policies of the different countries where he worked, is not accused of tax evasion.
In Bercy, the Minister of Economy Bruno Le Maire received Thursday his Japanese counterpart. He assured him that Carlos Ghosn’s treatment would be decided on the basis of evidence and facts. The Japanese investigation must be transmitted through the judicial channel. In France, many are looking forward to it.