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6 Months : From Apr 2019 to Oct 2019
By Sean McLain
This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (May 18, 2019).
YOKOHAMA, Japan -- Nissan Motor Co. announced a new slate of board directors, aiming to add outside oversight of management decisions after governance problems the company blamed on former Chairman Carlos Ghosn.
Seven people on the 11-member board will be nominally independent. Five are from either Europe or the U.S. The rest are Japanese.
Keiko Ihara, an independent director who led the selection of nominees, described the new board as diverse and "the result of a fair selection process." The nominees must be approved by shareholders in late June.
The nominees include Andrew House, former head of Sony Corp.'s videogame division, and Jenifer Rogers, an American lawyer who sits on the boards of two Japanese companies.
The independent directors may be asked to weigh in on clashing views between Nissan's top shareholder, Renault SA, which has sought to revive merger negotiations in recent weeks, and Nissan management, which has expressed fierce opposition to the idea.
Under the new lineup, Nissan Chief Executive Hiroto Saikawa keeps his job and board seat along with Renault Chairman Jean-Dominique Senard and Renault Chief Executive Thierry Bolloré.
The remaining seven members include several -- such as a former top official of the Japanese industry ministry -- who are likely to sympathize with the Japanese Nissan managers. Others include Bernard Delmas, chairman of Michelin's Japanese subsidiary. Mr. Senard joined Renault from Michelin, where he was CEO.
"Anything is an improvement over the current board," said Zuhair Khan, a Jefferies analyst specializing in corporate governance. "But the big question is: Is it good enough? Is it going to look after the interests of minority shareholders, rather than just the interests of Nissan and Renault?"
Mr. Khan questioned whether Mr. Delmas, who had worked for Mr. Senard at Michelin, could be considered truly independent. Ms. Ihara of the selection committee said he satisfied the definition for an outside director in Japan.
Other critics suggested directors such as Ms. Ihara shouldn't be reappointed, given their lack of oversight in their current tenure. "They were there when the problems happened," said Nicholas Benes, who helped write Japan's corporate-governance code and is co-head of the Board Director Training Institute of Japan.
Mr. Saikawa has faced pressure from critics and shareholders to resign. While Nissan's board had an animated debate over whether to replace him, Ms. Ihara said, it was decided that he should stay on to ensure stability.
Nissan reported steep profit declines for the year ended March 31.
Late Friday, Nissan and Renault's third partner, Mitsubishi Motors Corp., said CEO Osamu Masuko would relinquish that title after a shareholder meeting in June, but would retain his other title of chairman. The company said it was part of its governance overhaul.
Renault's shareholding agreement with Nissan restricts its ability to exercise the voting rights that come with the French car maker's 43.4% stake in Nissan. That limits Renault's options to coax Nissan into a merger agreement or stack the board with Renault loyalists.
The changes to the board broadly track proposals from a committee of Nissan outside directors and outside experts made in March. The committee's report found Mr. Ghosn acted with almost sole authority on many aspects of decision-making and criticized Nissan's governance under his leadership, which ended last November when he was arrested in Japan.
When the committee's report came out, a spokesman for Mr. Ghosn said, "Mr. Ghosn acted at all times with the full authority of the board and its shareholders, and his paramount goal was achieving value for Nissan's shareholders. The allegations of wrongdoing in the report were part of an unsubstantiated smear campaign."
Mr. Ghosn is awaiting trial in Japan on financial charges. He says he is innocent.
Several longtime directors are leaving the board including former Renault executive Jean-Baptiste Duzan, a member since 2009, and Toshiyuki Shiga, a longtime Nissan executive and lieutenant of Mr. Ghosn.
Write to Sean McLain at email@example.com
(END) Dow Jones Newswires
May 18, 2019 02:47 ET (06:47 GMT)
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