December 17, 2018 / 3:39 AM / 6 months ago

Nissan board aims to boost governance post-Ghosn at Monday's meeting-sources

TOKYO, Dec 17 (Reuters) - Nissan Motor's board is expected to meet on Monday, its first since firing chairman Carlos Ghosn last month, to decide on ways to improve governance at the automaker amid rising tensions with alliance partner Renault.

The board is due to meet some time after 4:00 p.m. (0700 GMT), according to sources familiar with the matter, requesting anonymity as the meeting was confidential.

A panel of external directors tasked with picking an interim replacement for Ghosn have put off their selection, deciding to prioritise putting in place measures to improve governance, one of the sources previously said.

Ghosn was arrested on Nov. 19 by Japanese authorities over his alleged financial misconduct. The once-revered boss of Nissan was officially charged in a Tokyo court last week and remains in detention. The Japanese automaker was also indicted for its role in the scandal.

Nissan's board is set to boost the number of external board members and set up a committee to oversee compensation, the source said.

Critics have said Nissan lacked adequate governance, with few truly independent voices on the board capable of questioning leadership and looking out for regular shareholders' interests.

Its current three external board members include retired Renault executive Jean-Baptiste Duzan, considered to represent the views of the French automaker which is Nissan's biggest shareholder. The other two external board members are former bureaucrat Masakazu Toyoda and racing car driver Keiko Ihara.

Nissan is 43.4 percent owned by Renault. While almost 60 percent bigger by sales, it remains the junior partner in their shareholding hierarchy with a smaller reciprocal 15 percent non-voting stake in the French firm. Renault's biggest shareholder is the French state with 15 percent.

Ties between the Nissan and Renault, both of which were led by Ghosn, have been strained since his arrest.

Thierry Bollore, the French group's deputy CEO, asked Nissan in a Dec. 14 letter to call an extraordinary shareholders meeting, a source said on Sunday, confirming a report in the Wall Street Journal.

A Renault spokesman declined to comment.

Nissan said it could not comment on the content of communications between the companies.

“Nissan has communicated actively and transparently with Renault regarding this matter, and will continue to do so. We remain steadfast in our commitment to the alliance,” it said

The letter was vague about its purpose, saying only that it would "allow for appropriate disclosure and discussion of governance and other matters".

It added that the indictment of Nissan "creates significant risks to Renault, as Nissan's largest shareholder, and to the stability of our industrial alliance".

While Nissan ousted Ghosn days after his arrest, the Renault board at a Dec. 13 meeting reiterated its decision to keep him in office. Renault directors have yet to be given access to Nissan's findings, which are being closely held by Renault lawyers.

The call for a shareholder meeting will likely be seen as an attempted show of force by Renault's interim management, led by Bollore and Mouna Sepehri, Ghosn's long-standing chief of staff who also heads legal affairs and communications.

The board of Mitsubishi Motors, which is the third member in the alliance, is also meeting on Monday, the sources said. Mitsubishi declined to comment. (Reporting by Ritsuko Ando; Additional reporting by Maki Shiraki in TOKYO and Laurence Frost in PARIS; Editing by Muralikumar Anantharaman)

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