Nissan board votes to remove Carlos Ghosn as chairman

Nissan board ousts Carlos Ghosn as chairman
8:30 AM ET Fri, 23 Nov 2018 | 04:02

The board of Japanese auto giant Nissan has voted to remove Carlos Ghosn from the role of Chairman and Representative Director.

Nissan said on its website Monday that it will now form an advisory committee to propose nominations from the board of directors for Ghosn's replacement. A separate committee to review Nissan's governance and executive pay is also to be created.

The car company said the Nissan board “confirmed that the long-standing Alliance partnership with Renault remains unchanged and that the mission is to minimize the potential impact and confusion on the day-to-day cooperation among the Alliance partners.”

In an explosive press conference Monday, Saikawa said that “over many years” Ghosn and Representative Director, Greg Kelly, had been under-reporting compensation amounts to the Tokyo Stock Exchange securities report.

Nissan added that, in regards to Ghosn, “numerous other significant acts of misconduct have been uncovered, such as personal use of company assets.” The company said Ghosn had also made inappropriate investments.

Shares in auto firm Renault, where Ghosn remains as chairman and chief executive, have fallen 0.3 percent.

Within Nissan there are six full Board Members and three Representative Board members. The company also has four auditors. Executives at the French firm Renault (which Ghosn also chairs) reportedly also dialed into the Nissan board meeting.

The Tokyo Prosecutors Office has declined to comment on whether Ghosn has admitted to the claims, but said the Renault chairman is being held in a Tokyo detention center.

Nissan said Monday that a whistle-blower had passed information over Ghosn and Kelly to Nissan's auditors who then began a wider investigation. The evidence was then passed to Japan's public prosecutor.

The prosecutor said Ghosn and Kelly had conspired to understate Ghosn pay packet at Nissan from 2010 to 2015, adding that the two men had recorded only half the actual 10 billion yen ($88.5 million).

French government and Renault taking more cautious approach than Nissan
3:05 AM ET Thu, 22 Nov 2018 | 02:27

An alliance between Renault, Nissan, and Mitsubishi has been built up over the last two decades. Nissan and the French government each own 15 percent of Renault. In turn, the French auto firm holds a 43 percent stake in Nissan.

The French government had been pushing for a full merger between Renault and Nissan, prior to the unfolding scandal. Events of the previous few days have cast a shadow on the merger prospects and led some to speculate that a break -up of the three companies is now on the cards.

Ghosn is considered a hugely influential executive within the global automotive industry. The cross-ownership alliance of Renault, Nissan, and Mitsubishi have all enjoyed an upswing in fortunes under his leadership. After successfully restructuring Renault in the late 1990s, Ghosn earned the nickname “Le Cost Killer.”

Born in Brazil, Ghosn became the world's first person to run two companies on the Fortune Global 500 simultaneously when he assumed the CEO roles at both Renault and Nissan in 2005. He stepped down as Nissan CEO in 2017.

In June this year, Renault shareholders voted by a slim majority to approve a 7.4 million euro ($8.4 million) pay package for Ghosn's work in fiscal 2017. According to other securities filings, Ghosn earned 735 million Japanese yen ($6.52 million) from Nissan and 227 million yen from Mitsubishi for the same period.

Nissan board fires Ghosn as chairman following arrest

Nissan board fires Ghosn as chairman following arrestTokyo – Nissan Motor Co. fired Carlos Ghosn as chairman Thursday, curtailing the powerful executive’s nearly two decade long reign at the Japanese automaker after his arrest for alleged financial improprieties.
In an hours-long meeting, the company’s board of directors voted unanimously to dismiss Ghosn as chairman and as a representative director, Nissan said in a statement. It said its own internal investigation, prompted by a whistleblower, found serious misconduct including under-reporting of his income and misuse of company assets.
It was a stunning downfall for one of the biggest figures in the auto industry, a man who helped drive turnarounds at both France’s Renault SA and at Nissan and then managed an alliance between them that sold 10.6 million cars last year, besting its rivals.
Nissan said in a statement filed to the Tokyo Stock Exchange that its investigation uncovered misuse of company investment funds and expense money for personal gain.
This week, Renault voted to keep Ghosn as its chief executive but appointed COO Thierry Bollore as its interim chief.
Another Nissan executive, Greg Kelly, was arrested in Japan on suspicion of collaborating in the wrongdoing and also will be dismissed as a representative director, Nissan said.
Ghosn, 64, is suspected of under-reporting $44.6 million in income from 2011 to 2015, according to Tokyo prosecutors.
Nissan’s board consists of nine members, including Ghosn and Greg Kelly. The seven other board members voted at the meeting, including two members from Nissan and two from Renault.
Ghosn and Kelly will remain on Nissan’s board for now as that decision will be up to shareholders. No date has been set yet for a shareholders meeting.
Ghosn is also chairman at Mitsubishi Motors Corp., a smaller Japanese automaker that’s partnering with the Renault-Nissan alliance and plans to hold a board meeting next week.
Ghosn has been held since his arrest Monday at a Tokyo detention center, under the same Spartan conditions as other detainees, Tokyo deputy prosecutor Shin Kukimoto told reporters Thursday. He gave few details about the case.
Under Japanese law, suspects can be held for 20 days per possible charge without an official indictment. Additional charges can be tagged on, resulting in longer detentions. Neither has been charged so far.
The maximum penalty upon conviction for violating finance and exchange laws is 10 years in prison, a 10 million yen ($89,000) fine, or both.
A French citizen born in Brazil, Ghosn became something of a corporate superstar in Japan as he led Nissan’s revival from near bankruptcy after Renault sent him to help in 1999.
Ghosn served as Nissan’s chief executive from 2001 until last year. He became chief executive of Renault in 2005, leading the two automakers simultaneously. In 2016, he also became chairman of Mitsubishi Motors Corp. after Nissan took it into the alliance.
Kelly, 62, joined Nissan, maker of the Leaf electric car and Infiniti luxury models, in the U.S. in 1988. He became a board member in 2012. His background is in human resources and alliance management.
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Mitsubishi will propose removing Ghosn from board

Marlene Awaad | Bloomberg | Getty Images
Carlos Ghosn, chairman of the alliance between Renault SA, Nissan Motor Co. and Mitsubishi Motors Corp., pauses during a Bloomberg Television interview at the Paris Motor Show in Paris, France, on Tuesday, Oct. 2, 2018.

Mitsubishi will propose removing embattled executive Carlos Ghosn from its board of directors, the company said Monday.

Ghosn, who is chairman and CEO of the strategic alliance among French automaker Renault and Japanese carmakers Nissan and Mitsubishi, was arrested Monday in Tokyo on charges of making misleading financial statements to regulators, Mitsubishi said Monday.

Nissan CEO Hiroto Saikawa held a press conference earlier on Monday saying Nissan would seek Ghosn's removal from his roles at Nissan.

Nissan said a whistleblower alerted the company to several instances of alleged misconduct on Ghosn's part, including underreporting compensation to regulators and personal misuse of company money.

In addition to being chairman and CEO of the alliance, the chairman of Nissan, and a board member at Mitsubishi, Ghosn is also the CEO of Renault.

Ghosn began spearheading the alliance between Renault and Nissan in the late 1990s. Many industry veterans were skeptical that an alliance between a French car company and a Japanese carmaker would ever work. But the initiative was successful, and the two were joined by Mitsubishi in 2016.

Here is the full statement from Mitsubishi:

“Mitsubishi Motors Corporation (MMC) today announces that media outlets reported that MMC's Chairman of the Board and Representative Director, Carlos Ghosn, had been arrested by Tokyo District Public Prosecutors Office on the charge of filing annual securities reports containing fake statement, in breach of the Financial Instruments and Exchange Act.
“In response to the arrest of Ghosn, and since the alleged misconduct is related to a corporate governance and compliance issue, it is to be proposed to the Board of Directors to promptly remove Ghosn from his position as MMC's Chairman of the Board and Representative Director.
“We will readily conduct an internal investigation on whether Ghosn has been engaged in the misconduct like the above within MMC.
“MMC deeply apologizes for any concern caused by the recent event.”

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