Nissan Shareholders Elect 7 Independent Directors Out of 11

President Hiroto Saikawa was voted in again despite some shareholder protests. Is he at the center of a conspiracy or just bad corporate governance combined with Nissan infighting?

Nissan Motor held its 120th Ordinary General Meeting of Shareholders this week at the National Convention Hall of Yokohama. The meeting was attended by 2,814 shareholders and ran for three hours and 22 minutes.

At the meeting, shareholders approved all the resolutions:

• Appropriation of retained earnings for the 120th fiscal year
• Amendment of the Articles of Incorporation of the Company
• Election of 11 directors following the expiration of the term of all existing directors

The amendment of the Articles of Incorporation of the Company is the result of the Ghosn scandal. Nissan claimed it establishes “a highly robust corporate governance structure with separation of supervisory and audit functions and executive functions in an explicit form.”

In addition, it is aimed to improve transparency of decision-making through transition to a company with three statutory committees for execution of operations. Here, Renault – behind the scenes and against a backdrop of a failed merger with FCA that Nissan thwarted apparently forced some of its top executives to key committees.

The new board of directors comprises 11 individuals, seven of whom are independent outside directors. Power appears to be evenly split between Renault and Nissan despite Nissan’s and the Japanese government’s interest in asserting more control. Renault, which owns 43% of Nissan and the French government, which owns 15% of Renault, are pushing for a merger.

Balance of power between squabbling companies? We will see.                 

Paper organization charts are not always how business is conducted in mega, joint venture corporations. So, it will take some time to see how this works out as the Ghosn matter proceeds through the Japanese legal system.

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