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TOKYO – Nissan's board unanimously decided to fire Carlos Ghosn from his president Thursday, three days after his arrest, accused of under-reporting his income to government authorities for several years.
The council's vote was a harsh rebuke from Ghosn, one of the most powerful leaders in the auto industry and the man who saved Nissan nearly 20 years ago.
The council met for four hours and issued a brief statement in which telegraphic stability was discussed despite sudden changes in management. He stressed that his alliance with Renault, Nissan's largest shareholder, was a priority and that he would consider using an external advisor to review his governance and compensation system for directors.
The board said it had acted to confirm "that the Alliance's longstanding partnership with Renault remained unchanged and that its mission was to minimize the potential impact and confusion on cooperation at the day-to-day "with the partners of the alliance.
Greg Kelly, a former human resources manager at Nissan and a member of the company's board of directors, was also removed from his position as a board member alongside Ghosn.
In a separate statement, Nissan stated that it discovered Mr. Ghosn's misconduct, including under-reporting his compensation and using the company's funds for his personal expenses. He added that Mr. Kelly "was determined to be the mastermind of this case, with Carlos Ghosn."
Mr. Ghosn was the architect of the alliance with Renault – Mitsubishi joined the association in 2016 – and he is credited with the growth and expansion of what is actually the largest automaker in the world. Renault, which owns 43% of Nissan's capital, was the dominant partner of the alliance of the three companies. This week, signs of tension were observed in the saga of Mr. Ghosn's arrest.
Nissan was prompt – followed by Mitsubishi – to claim Mr Ghosn's ouster after the automaker announced this week its investigation into a financial foul. The Mitsubishi Board of Directors will meet on Monday.
Renault, which employs 47,000 people in France, has been more cautious than its allies.
The French manufacturer said that Ghosn remained the president and CEO, even as prosecutors had questioned in a detention center in Tokyo. The company has appointed an interim management team to carry out its duties as investigations progress.
French Economy Minister Bruno LeMaire and his Japanese counterpart, Hiroshige Seko, met Thursday in Paris and "exchanged views and exchanged information on the recent situation," the French ministry said. . They reaffirmed the support of the French and Japanese governments to the Renault-Nissan alliance and declared that they wished to maintain it.
Neither Mr. Ghosn nor Mr. Kelly were charged with a crime. Japanese prosecutors boarded Mr. Ghosn 's business aircraft shortly after landing on Monday night at Haneda Airport in Tokyo. That night, MM. Ghosn and Kelly were approaching prosecutors for information on Nissan's internal investigation and whether they had hidden much of Mr. Ghosn's compensation from the Japanese authorities.
According to the Tokyo Prosecutor's Office, MM. Ghosn and Kelly have stated that Mr. Ghosn's compensation from 2011 to 2015 was greater than 5 billion yen ($ 44.5 million), which equates to half his actual earnings, in documents filed with from an office of the Japanese Ministry. finances.
On Wednesday, a Tokyo court approved prosecutors' request to detain Mr. Ghosn in a detention center in East Tokyo for another 10 days. Under Japanese law, prosecutors may detain suspects for up to 22 days without any complaints being withheld and lawfully question them in the absence of a lawyer.
Shin Kukimoto, Deputy Attorney General, told reporters that the charges against Mr. Ghosn, who quit his job as general manager of Nissan last year and Mr. Kelly, an American, was serious for men – and investors.
"Dealing with a securities report is a serious violation," said Kukimoto. "It's also important to maintain corporate governance and that's what investors need to pay attention to."
Mr. Kukimoto gave no further details about the investigation, which could last for weeks and could extend to other allegations of wrongdoing so that prosecutors could detain the suspects even longer.
Suspects are not allowed to have lawyers present during their interrogation by prosecutors in Japan. Prosecutors are also free to interrogate suspects without charge.
"To prove the guilt of the suspect, you must conduct a thorough interrogation to obtain the information necessary for his indictment," said Yasuyaki Takai, a former attorney and defense attorney who collaborated with Takafumi Horie, the lords' tycoon. Internet. found guilty of violating securities laws in a notorious lawsuit ten years ago. "Japanese prosecutors will only put the suspect on trial if they are 100% sure that the suspect is guilty."
NHK, the public broadcaster, announced that João de Mendonca Lima Neto, Brazil's consul general in Japan, had visited Ghosn in detention on Thursday afternoon. Mr Ghosn, a French national, was born in Brazil. Mr Lima told reporters that Mr Ghosn "looked healthy, and felt that he was treated with respect".
The directors' statement on Thursday said the board members had reviewed "a detailed report of the internal investigation" and even considered their own role in the scandal. The statement offered a well-worded promise: they had voted unanimously "to study the creation of a special committee to consult with an independent third party regarding the governance management system and better governance of director compensation ".
Three independent directors were appointed "to lead the case".
The corporate governance experts noted that Nissan's board of directors had few independent members. Of the seven board members of Nissan other than Mr. Ghosn and Mr. Kelly, three have been with Nissan for at least four decades and two are long-time Renault veterans.
The remaining members of the board are a race car driver and a retired bureaucrat from the Ministry of Economy and Trade.
"I've always found it interesting that Nissan's board of directors has always been stacked with insiders," said Christina Ahmadjian, a business professor at Hitotsubashi University in Tokyo.
"Car companies in general have been slower in reforming their governance," she said. "Nissan was a company run by a non-Japanese, so I always wondered why their governance was not more independent."
According to analysts, Japan's corporate culture is still quite hierarchical, and clubby councils often find it difficult to question leaders, especially a man as charismatic and powerful as Mr. Ghosn.
"Powerful leadership should be envied by people who can challenge them," said Jun Okamura, a visiting scholar at the Institute of World Affairs at Musashino University. "The council should not be afraid of these disagreements."
Mr. Ghosn has not left Nissan yet. Although he is no longer president, Japanese corporate law still requires a full vote of shareholders to eliminate it.
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