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TOKYO – Nissan Motor has begun exploring governance reforms through a special group to chart the way forward without deposed President Carlos Ghosn, as the French government seeks to maintain control of the partnership with Renault.
The special committee of experts and outside directors convened its first meeting on Sunday, interviewing two people affiliated with the Japanese automaker over the alleged acts in Ghosn. Set up in December, the group is responsible for developing improvement plans for executive compensation and personnel issues.
The panel meeting took place shortly after the French government – the largest shareholder of Renault, Nissan's alliance partner – informed Tokyo of its intention to integrate the two automakers. While Nissan is striving to set its own direction, Paris's attempted control adds additional tension to the international standoff that has arisen in the absence of Ghosn.
The French Minister of Economy and Finance, Bruno Le Maire, told the Journal du Dimanche, during an interview, that the rebalancing or the modification of the mutual participations of the car manufacturers was not possible. not be considered to anticipate the unilateral decision of Nissan.
"The fault of Ghosn is a fault in terms of management ethics," the chairman of the jury and lawyer Seiichiro Nishioka told reporters after the meeting.
Nishioka, a former district court judge in Tokyo, said "the concentration of power in one person" was at the root of the problem.
"We would like to propose plans for improvement by going to the bottom of the problems of the Nissan government," he said.
Ghosn, accused of under-reporting his income and transferring his losses to the automaker's investment in staff, has been detained since his arrest in November and has denied the charges against him.
His transgressions were "unthinkable", especially in light of his achievements, said Sadayuki Sakakibara, committee member, senior advisor to the Japanese materials company Toray Industries. The panel plans to create a compensation committee and restructure the board, Sakakibara said.
Nissan will consider the committee's recommendations by the end of March when it takes over the president's seat left by Ghosn.
But this project could oppose the intention of the French government to integrate Nissan and Renault, probably as part of a single holding company, project presented to officials in Tokyo by Renault director Martin Vial last week. . Its stake in such a holding company would be less than the 15% it currently holds in Renault.
France is probably motivated by the desire to maintain the links of Renault with an indispensable partner, while the disappearance of Ghosn undermines its relations with Nissan and the third member of the alliance, Mitsubishi Motors. Renault relies heavily on Nissan for revenue, research and development, and production of certain Nissan vehicles has been transferred to Renault's French sites at the request of Paris.
The unequal equity partnership between Nissan and Renault – the French manufacturer holds a 43% stake in its Japanese partner, while Nissan holds a non-voting interest of only 15% in return – prompted Nissan to impute the rule of the unique man in Ghosn, arousing calls for an equal partnership. Nissan should also oppose integration, with the French government likely retaining a strong presence as a significant stakeholder in the resulting holding company.
Under Japanese law, if Nissan increased its stake in Renault to 25% or more, Renault would lose the voting rights conferred by its participation in its Japanese partner. The two manufacturers have reached an agreement that gives Nissan the right to unilaterally increase its stake in Renault if the French government or other parties interfere in its commercial decisions.
Paris has expressed its intention to appoint a Renault representative to succeed Ghosn at Nissan. He may propose a successor or integration before Nissan's expert panel makes its recommendations, putting the Japanese automaker in a difficult situation.
Renault will soon decide who will replace Ghosn as President and CEO. The French government seems to be guiding the process of selecting candidates, suggesting that once new leaders are appointed, the company could take a firmer stance at the request of Paris in its negotiations negotiations with Nissan.
Relations between the two builders quickly deteriorated after Ghosn's arrest. Renault has repeatedly asked Nissan to hold a special shareholders' meeting, but was rejected because Nissan insists on basing the rebuilding of its management on the recommendations of the governance committee. With both parties still at odds, the path to shaping the future of the alliance after Ghosn will likely be difficult.
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