Nissan CEO Hiroto Saikawa, an old Ghosn protg, soured his boss after taking full control as sole CEO in April 2017.
UPDATED: 21-11-2018 11:48 ET – corrected
Note from the editors: an earlier version of this story wrongly suggested that shareholders would determine the future of Ghosn as chairman. Moreover, the director profiles at the bottom of the story showed the current status of Ghosn and Kelly incorrectly at the company.
TOKIO – Drivers of Nissan Motor Co. will vote within a few hours on the remarkable action to oust President Carlos Ghosn. But even if they decide to dismiss him, the defamed director and his accused co-conspirator can still retain their management seats – at least for the time being.
That is because the individual shareholders of the company will be the last arbiters on whether Ghosn and board member Greg Kelly lose their directing role with the Japanese number 2 automaker.
That still requires a vote and the next regular shareholders' meeting is not expected to take place until June 2019. Before that time, Nissan should convene an extraordinary meeting to remove Ghosn and Kelly at any time earlier. Nissan says that is an option.
The board of Nissan would meet at Yokohama's headquarters on Thursday to get information about the allegations of financial misconduct against the two men and then vote on their resignation. But the board can only demolish Ghosn's chair title and Ghosn & # 39; s and Kelly's positions as representative directors, Nissan says. That would still keep them the title of regular director.
A board member can only be dismissed as a director via a vote of the shareholder. Unless, of course, Ghosn or Kelly decide to resign in the face of the slap from the board.
The difference between the management functions is one of power and responsibility. The nine-man board of Nissan has only three representative directors: Ghosn, Kelly and CEO Hiroto Saikawa.
Representatives are authorized to act as legal representatives for the company in matters such as entering into business deals. The responsibility also entails special obligations.
The framework provides for the possibility of a showdown for shareholders, should it be time to completely exclude Ghosn and Kelly from the company. Renault, Nissan's French partner, where Ghosn still holds its job as CEO and Chairman, holds a controlling stake of 43.4 percent in Nissan.
Stopgap clause
But Nissan does not have to worry about Renault's voting block, thanks to an emergency solution in its alliance agreement with the French car manufacturer, said spokesman Nicholas Maxfield.
Nissan said that this clause was added in 2015, when Renault and Nissan had an earlier impasse about possible interference in the corporate governance of the Japanese company.
The French government, which is Renault's largest shareholder with a 15 percent stake, is looking for more control over Renault at that time. To overcome Japanese concerns about government interference, Renault agreed to limit its formal control over partner Nissan.
According to Nissan, the outcome of the deal is that Renault will exercise its voting rights in support of a decision by a Nissan board regarding the removal, appointment or remuneration of a board member. Nissan would therefore be banking on Renault to use its 43.4 percent voting power behind every recommendation coming from the Nissan's November 22 meeting.
After the arrests of Ghosn and Kelly earlier in the week, CEO Saikawa has already said that he will propose that the board dismisses both men. Nissan accuses Ghosn of underreporting its income over several years, misuse of business costs and abuse of corporate investment funds.
Japanese media say that prosecutors suspect that Ghosn has lost ¥ 5 billion ($ 44 million) in revenues between 2010 and 2014. The income he made known to the authorities was less than half of his actual catch.
Without Ghosn or Kelly – both men would have been detained in a detention center in Tokyo after their arrest – Nissan's vote is expected to continue with the remaining seven members.
They include CEO and representative Saikawa, a Nissan lifer, as well as Nissan executive Hideyuki Sakamoto and former Nissan vice president Toshiyuki Shiga.
Bernard Rey, a former chairman of the Renault Formula One team, is also on board.
The three external directors are: former financial employee of Renault Jean-Baptiste Duzan, race car driver Keiko Ihara and Masakaza Toyoda, an old official at the Japanese Ministry of Economy, Trade and Industry.
With a possible strength measurement, how can the sides align on the Nissan board?
Inoperative
- Carlos Ghosn, 64: arrested and detained in Japan. The legendary turnaround artist who had rescued Nissan from bankruptcy was a high-flyer – until the company he had saved accused millions of financial crimes.
Greg Kelly, 62: arrested and detained in Japan. The American lawyer rose through the ranks and concentrated mainly on human resources, first at Nissan North America, then at the head office in Japan and ultimately for the entire alliance. In 2012 he joined the board, but this week it was & # 39; mastermind & # 39; behind the supposed plans of Ghosn.
Team Nissan
- Hiroto Saikawa, 65: President and CEO. The Nissan lifer joined Japan & # 39; s # 2 car manufacturer in 1977 and grew to be known as the point man in the Renault Nissan Purchasing Organization, the innovative cross-team that boosted the car manufacturer's profits while reducing costs. The old Ghosn protégé soured his boss after he had full control in April 2017 as sole CEO. It was only then that Saikawa began to set his own course for the company and to reverse some of the dubious business strategies that Ghosn aspired to.
Hideyuki Sakamoto, 62: Executive vice president for production and supply chain management. Globetrotting Sakamoto has done almost everything since he joined Nissan in 1980. The fluent English speaker worked at the Nissan Technical Center North America in the United States and for Renault in Brazil. He even worked for the parts supplier Calsonic Co. on an exchange program. Sakamoto began his career as a body test engineer and grew up to lead global product engineering before taking on his new duties in global production in January.
Toshiyuki Shiga, 65: board member. The Nissan warhorse Shiga has seen the Alliance unfold, evolve and expand rapidly, everything up close and personal. Ghosn was so impressed by the business insight of this experienced business planner that he made Shiga into COO in 2005. Shiga joined the board in the same year and was promoted to vice-president under his former mentor in 2013. Shiga dropped that title in 2017, but continues to serve on the board.
Team Renault
- Jean-Baptiste Duzan, 72: The French financial guru began his career with the Citibank group in 1970 and traveled through Paris and other international assignments. Duzan, an external director who has been on the Nissan board since 2009, ended up in Yokohama through a 23-year career at Renault. During his tenure at the French automaker, he was director of financial operations and senior vice president of procurement. He served on the Renault board of directors for more than a decade before retiring in June 2009.
Bernard Rey, 72: This former president of the Renault Formula One team has been thrown back and forth between France and Japan since he began his career in 1969 at Renault and worked in procurement. When Renault organized its 1999 rescue of the then-faltering Nissan, Ghosn selected the French executive as one of the 30 Renault leaders he would bring to Japan to lead the Nissan revival. Rey returned to Renault until 2007 and left the car career in 2011. He was named after the Nissan board three years later.
Independents
- Keiko Ihara, 45: A speedy speed devil, this professional driver has a preference for tearing up the track in a Nissan GT-R or another car with more than 300 hp. She has long been an ambassador for motorsport and was appointed to the board in June as part of a nationwide campaign to inject more external voices into the male dominated hierarchy of Japan. Ihara's interest in racing began during her days as a raster girl for Formula One. But it really started when she realized she could drive the car and not just stand beside them. She quickly became the only female racer from Japan to compete in the grueling World Endurance Championship series.
Masakazu Toyoda, 69: A new appointment intended to support corporate governance with input from third parties, Toyoda provides insight into the internal workings of the Japanese government. As a former civil servant at the Ministry of Economic Affairs, Trade and Industry, Toyoda specializes in trade relations, international affairs and energy. He joined the Nissan leadership team in June.