Business / Corporate

Advisory firm urges shareholders to vote against Nissan CEO Saikawa for 'clean break' from Ghosn

Reuters

A leading proxy advisory firm has urged Nissan Motor Co. shareholders to vote against the reappointment of its chief executive as a director, heaping more pressure on Hiroto Saikawa as he struggles to find accord with alliance partner Renault SA.

The move marks a rare public rebuke by an international proxy firm against the chief executive of a top-tier Japanese firm. It underscores the precarious position of Saikawa, who was groomed for leadership by ousted Chairman Carlos Ghosn but appears unable to mend the wide rift with Renault — a relationship one source said appeared to be in jeopardy.

Institutional Shareholder Services Inc. recommended that shareholders vote against Saikawa as director at Nissan’s annual general meeting this month, to ensure a “clean break” from the Ghosn era. The former chairman, first arrested in November, is awaiting trial on financial misconduct charges. He denies all the charges against him.

“When the company needs to break from the past and build a strong board with fresh members, the re-election of Hiroto Saikawa, who has been on the board for 14 years and worked closely with Carlos Ghosn, does not appear appropriate,” Institutional Shareholder Services said in a research note.

The firm also advised shareholders to vote against the nomination of Moto Nagai to Nissan’s board, saying the former executive of Mizuho Financial Group Inc. served as an independent auditor at Nissan during Ghosn’s tenure and “shares responsibility” for failing to exercise oversight of Ghosn’s alleged wrongdoing.

Nissan declined to comment on the recommendations.

Another proxy adviser, Glass Lewis & Co., similarly told shareholders not to vote for Saikawa, the Nikkei newspaper said. Saikawa needs the support of at least half of voting shareholders at the June 25 meeting to be reappointed.

Glass Lewis did not immediately respond to a request for comment.

Renault’s recent push to block a governance overhaul at Nissan has put the Franco-Japanese automaking alliance in jeopardy, a person familiar with Nissan’s thinking said.

The two-decade-old partnership was plunged into fresh crisis this week after Renault signaled it would block its partner from adopting planned governance reforms unless the French automaker received more say in the new system. Nissan has publicly called that demand “most regrettable.”

“I have to say that they are endangering the alliance. They have to be very careful not to antagonize Japanese people, shareholders,” the person said, referring to Renault.

“Renault has been saying the alliance is important and irreversible but what they are trying to do is to break the alliance,” the person said, declining to be identified because of the sensitivity of the issue.

By abstaining from the governance vote, Renault would effectively block the new governance system — which includes three committees — as adoption requires two-thirds approval.

The rift lays bare the deep strain between the two automakers, whose alliance has been under pressure since Ghosn’s arrest. What’s at stake now may be even bigger than their vast alliance, which includes Mitsubishi Motors Corp.

Renault and Fiat Chrysler Automobiles NV are looking for ways to resuscitate a collapsed merger plan and secure Nissan’s approval for that deal, Reuters reported this week. Nissan is, therefore, poised to urge Renault to significantly cut its 43.4 percent stake in Nissan, Reuters has reported.

Nissan recently said it would abstain from voting on the FCA-Renault merger, although both FCA and Renault later blamed the failure the secure that deal squarely on the French government.

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