NEW YORK – The Securities and Exchange Commission is investigating whether Nissan Motor Co. accurately disclosed its executive pay in the U.S., according to several sources.
The U.S. financial regulator is examining whether Nissan’s executive-pay disclosures were accurate and whether the carmaker maintained adequate controls to prevent improper payments, the sources said, asking not to be identified because the probe hasn’t been disclosed publicly.
Nissan, in response to questions, confirmed it has received an inquiry and said it is cooperating fully. Through spokeswoman Kristina Adamski, the company said it could not provide further details.
The SEC investigation adds to scrutiny surrounding Japan’s second-largest automaker and its executives after Japanese authorities arrested Carlos Ghosn, Nissan’s then-chairman, and another company director, Greg Kelly, in November. Both men were indicted there over allegations Ghosn underreported his income at Nissan by billions of yen.
The carmaker also has been indicted, a step that allows Japanese prosecutors to lay formal charges.
Ghosn and Kelly were arrested after a monthslong internal investigation at Nissan uncovered what the company said were financial misdeeds by Ghosn. Both Ghosn and Kelly deny wrongdoing.
The SEC inquiry, launched out of its Washington headquarters, is focused on whether lapses by Nissan in reporting on its executives’ pay violated U.S. securities law, one of the sources said. The regulator’s work was slowed by the U.S. government shutdown that lasted over a month, another said.
While the SEC’s civil inquiry is in its early stages and may not point to wrongdoing, it adds a layer of complexity for Nissan and the two former executives. The SEC, which often works closely with law enforcement, could seek financial penalties and injunctions to prevent violation of laws or SEC rules.
John Nester, a spokesman for the SEC, declined to comment.
Aubrey Harwell Jr., an attorney for Kelly, said his client hasn’t received an SEC subpoena and declined further comment. U.S.- and Japan-based representatives for Ghosn declined to comment.
In a memo to staff last month, Nissan Chief Executive Officer Hiroto Saikawa, who succeeded Ghosn as CEO, said oversights in the company’s corporate governance “permitted the situation to continue, which clearly calls for grave reflection.”
Nissan shares trade in the U.S. via American depositary receipts, which generally gives the SEC enforcement authority. U.S. courts have disagreed about whether the regulator has jurisdiction in certain cases where wrongdoing occurred abroad. The activities under scrutiny so far at Nissan took place mostly in Japan and Europe. But the SEC believes it has authority in this instance, according to one of the sources familiar with the matter.
Japanese authorities have accused Ghosn and Kelly of colluding over several years to underreport Ghosn’s deferred retirement pay. Ghosn, who gained near-mythic status in the auto business for rescuing Nissan and forging a global alliance between it and France’s Renault SA, also was indicted in relation to a decision to temporarily transfer personal trading losses to Nissan. He remains in custody.
Kelly, the only American on Nissan’s board, was known inside the company as the “CEO whisperer” for his close ties to Ghosn during his leadership tenure. A Tennessee resident, Kelly was released on bail last month but must remain in Japan pending trial as a condition of his release.
Click to enlarge
