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Nissan overhauling its board after two decades with Renault and Ghosn

Nissan Motor Co is set to adopt a new governance structure meant to prevent the recurrence of a concentration of power in the hands of a single executive.

[TOKYO] Nissan Motor Co is set to adopt a new governance structure meant to prevent the recurrence of a concentration of power in the hands of a single executive.

For the past three months, an external panel has been working on recommendations following the arrest of former chairman Carlos Ghosn on charges of financial wrongdoing. The committee's seven members will issue their findings later Wednesday, the 20th anniversary of the Japanese carmaker's alliance with Renault SA that brought the executive to Nissan.

Once Nissan's board accepts the measures, it will have a governance structure that calls for decision-making based on consensus instead of the whim of one person. Among the panel's proposals may be a recommendation to create separate governance committees to oversee nomination, audit and remuneration, with the majority of each body made up by independent directors, a person with knowledge of the proposals has said.

"Nissan didn't have any committees whatsoever, it was just Carlos Ghosn deciding it," said Zuhair Khan, an analyst at Jefferies Inc in Tokyo. "There needs to be a clear feeling that what is done is correct, and it has to be evaluated by people who have no conflict of interest."

As chairman of Renault, Nissan and Mitsubishi, Ghosn enjoyed unprecedented power. Prosecutors say he used his position to falsify financial information and boost his compensation - charges he's denied. He is free on bail and preparing for a trial that may begin later this year. Now, as tension between the partners eases, Nissan has gained more independence.

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The proposals discussed Wednesday also may include the appointment of an external director to head Nissan's board, the person has said. Company shares have fallen about 9 per cent since Ghosn's arrest.

The vacuum in Nissan's governance created by Ghosn's exit was becoming a hindrance for the world's biggest auto alliance, with decision-making snarled until Nissan establishes a new structure, S&P Global Ratings credit analyst Margaux Pery wrote in a report last week. Renault chairman Jean-Dominique Senard also will chair the alliance board, which was reformed this month.

While the biggest source of tension — the ownership imbalance — remains, it is solvable, said Motoki Yanase, an analyst at Moody's Japan. Renault now has 43 per cent in Nissan, which owns 15 per cent of the French company. The French government is Renault's most powerful shareholder.

Detente is necessary because of the alliance's value to both companies and third partner Mitsubishi Motors Corp. The scale and savings it brings outweighs the distrust that intensified with Ghosn's arrest, especially as the carmakers face massive investment requirements in electric and self-driving vehicles, and renewed competition from Tesla Inc and Uber Technologies Inc.

"Nissan and Renault kissed and made up," said Janet Lewis, an analyst at Macquarie Capital Securities (Japan) Ltd. "More than anything, it helps the employees stay focused on what they are doing."

The alliance was formed in 1999 after Renault agreed to salvage struggling Nissan, acquiring a major stake in the Japanese company in the process. More recently, Nissan's growth has outpaced that of Renault, resulting in calls from within the Japanese company for a more balanced partnership structure. Mitsubishi joined in 2016. Put together, the alliance sold 10.8 million cars last year, an eighth of total global car sales.

Questions about the future of the union burst into the open after Ghosn's arrest four months ago for underreporting pay and breach of trust. The executive was preparing to push for a full merger and was facing resistance from factions within Nissan, including from protege-turned-accuser Hiroto Saikawa, who's been chief executive officer since 2017. While Nissan was swift to remove Ghosn as its chairman, Renault took more than two months to appoint a new CEO and a new chairman.

Even with a more independent Nissan, the alliance will have to integrate more to compete. Renault and Nissan cooperate on technologies, manufacturing, supply-chain management, purchasing and human resources. The companies have cross-production activities in France, Spain, Portugal, Romania, Slovenia, Mexico, Brazil, Chile, India, Russia, South Korea and Japan.

The alliance has helped Renault and Nissan share expenses, and together the companies bring more heft to the table when negotiating purchasing terms with suppliers. They also benefit from each others' geographic footprint: Renault is stronger in Europe, while Nissan provides links to China, where Renault only has a small presence, and the US, where the French carmaker is absent.

"Without proper governance the alliance cannot be something stable and sustainable," Mr Khan said. "The transformation that's going to happen in the automotive industry in the next few years is going to be a transformation that we haven't seen in decades."


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