TOKYO – Nissan Motor Co. has scheduled an extraordinary shareholders meeting in April to discharge indicted directors Carlos Ghosn and Greg Kelly as well as appoint a new Renault-nominated one.
The Thursday announcement followed confirmation by French Finance Minister Bruno Le Maire that Ghosn had resigned as chairman and CEO of Renault.
Le Maire made the comments to Bloomberg Television in an interview at the World Economic Forum in Davos, Switzerland. Ghosn submitted his resignation the evening of Jan. 23, he said.
“The key now is to move on and to think about the alliance,” Le Maire said.
“I’m sure that the alliance will stay. The Japanese government and the French government have exactly the same view on that,” the French official said. “So, it’s up to the new chairman to take all the necessary decisions to strengthen that alliance between Renault and Nissan.”
Nissan’s announcement of a shareholders meeting is a partial fig leaf to Renault, the Japanese carmaker’s alliance partner and biggest shareholder. Renault late last year had asked Nissan to call one to discuss the alleged misconduct of Ghosn following his shocking Nov. 19 arrest in Japan.
CEO Hiroto Saikawa rebuffed the overture at the time, saying it was too soon. Nissan’s annual shareholders meeting is traditionally scheduled for June.
Renault's wishes
But Nissan’s decision to meet sometime in mid-April doesn’t answer all of Renault’s wishes. Nissan said the agenda will be strictly limited to only the removal of Ghosn and Kelly and the appointment of a new director to be nominated by Renault.
Nissan’s board removed both men as representative directors and Ghosn as chairman in November, just days after their arrests. Representative directors have special rights, such as the ability to sign financial contracts on behalf of the company.
But both have kept their status as ordinary directors. Only a shareholder vote can excise that.
After the vote, the number of Nissan directors will fall to eight, from the current nine.
Nissan has no immediate plans to appoint a Nissan-nominated director to replace Kelly, spokesman Nicholas Maxfield said. The company is bound by its corporate bylaws to appoint a Renault nominated director to replace Ghosn, who was appointed by the French carmaker.
After the meeting, Nissan will have three directors nominated by Renault, two nonexternal directors and one external director. The remaining five will be nominated by Nissan.
Next chairman?
Still up in the air is a successor for Ghosn as Nissan’s chairman.
A committee of Nissan’s three external directors – two nominated by Nissan and one nominated by Renault – has been tasked with nominating a new chairperson from among existing directors.
If that decision drags into April, it is conceivable that the pool of candidates may include the newly appointed director nominated by Renault. Media reports have said the French government, as Renault’s top shareholder, wants Renault to appoint Nissan’s next chairman.
Ghosn, who has been in detention since his arrest, faces three indictments for alleged financial misconduct at Nissan. Kelly, who was released on bail Dec. 25, faces two such indictments. Both men deny all charges.
