Nissan Motor Co. appears to be in a hurry to oust Carlos Ghosn from the board of directors, deciding to hold an extraordinary shareholders meeting on April 8 to seek approval for the dismissal of its former chairman.
At an extraordinary meeting of its board of directors Tuesday, Nissan chose Renault SA's new chairman, 65-year-old Jean-Dominique Senard, as its director. It also decided to dismiss Ghosn, 64, and another Nissan director Greg Kelly, 62, from the board of directors.
The agenda at the April shareholders meeting is to be limited to personnel proposals, including the dismissal of Ghosn and Kelly, and the appointment of Senard.
Renault, which owns a 43.4 percent stake in Nissan, has been pressing Nissan to hold an extraordinary shareholders meeting. Nissan decided to do so after Renault announced on Jan. 24 the resignation of Ghosn as the French automaker's chairman and chief executive officer, and the appointment of Senard as its chairman.
After adding Senard to its board, Nissan plans to have full-fledged discussions on an improvement plan for corporate governance and new management personnel -- including the appointment of a new Nissan chairman to replace Ghosn -- ahead of an ordinary general meeting of shareholders in June.
Nissan's special committee to improve corporate governance, comprising external experts, will analyze why all power was concentrated with Ghosn, and why the firm allowed his financial misconduct. The committee plans to work out improvement measures by around the end of March and submit the measures to Nissan.
Nissan's management team is expected to decide how the firm should tackle this issue based on the improvement measures.
Nissan President and CEO Hiroto Saikawa told reporters Tuesday night, "We'll be able to have discussions on the next step [regarding the Nissan-Renault partnership] with Mr. Senard."
According to a source close to Nissan, the extraordinary board of directors meeting started at about 5 p.m. on Tuesday, and lasted about an hour.
None of the directors present at the meeting objected to the agenda, and they unanimously voted in favor of the change in director and the holding of the extraordinary shareholders meeting, the source said.
Nissan decided to hold an extraordinary shareholders meeting in April because it intends to oust Ghosn from the board of directors at an early date, saying he allegedly understated his executive remuneration in the company's annual securities reports.
Pressure from Renault, Nissan's largest stakeholder, also pushed Nissan to hold the April shareholder's meeting.
Renault has insisted that according to a deal with Nissan, it is entitled to appoint Nissan executives at the level of chief operating officer and above. However, Nissan takes issue with Renault's interpretation of the deal, saying Nissan has the right to choose top executives.
"Renault can only recommend candidates for executive posts," a Nissan senior official said.
Nissan to book understated 9 billion yen.
Nissan is to announce as early as Tuesday its plans to book 9 billion yen in additional pay to Ghosn in its consolidated earnings report for the business year ending in March.
Ghosn has been indicted on a charge of violating the Financial Instruments and Exchange Law by allegedly understating in securities reports his executive remuneration for eight years from fiscal 2010. Nissan also has been indicted as a corporate body.
Ghosn claims the payment of part of the unstated remuneration was not fixed, an apparent contradiction of Nissan's assertions.
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