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Nissan and Carlos Ghosn settle SEC claims over undisclosed compensation

WASHINGTON — Nissan and its former Chief Executive Carlos Ghosn have agreed to settle claims from the U.S. Securities and Exchange Commission over false financial disclosures related to Ghosn's compensation, an SEC statement said on Monday. Nissan will pay $15 million, while Ghosn agreed to a $1 million civil penalty and a 10-year ban from serving as an officer or director of a publicly traded U.S. company, the SEC statement said. Ghosn was arrested in Japan and fired by Nissan last year. He is awaiting trial in Tokyo on financial misconduct charges that he denies. Former Nissan human resources official Gregory Kelly agreed to a $100,000 penalty and a five-year officer and director ban. Nissan, Ghosn, and Kelly settled without admitting or denying the SEC's allegations and findings. The SEC said in total Nissan in its financial disclosures omitted more than $140 million to be paid to Ghosn in retirement — a sum that ultimately was not paid. The SEC also accused Ghosn in a suit filed in New York that he engaged in a scheme to conceal more than $90 million of compensation. That suit is being settled as part of the agreement announced Monday. Nissan confirmed it had settled the allegations and said it "is firmly committed to continuing to further cultivate robust corporate governance." Nissan provided significant cooperation to the SEC, the agency said. The company now has a new governance structure with three statutory committees — audit, compensation and nomination — and has amended its securities reports for all relevant years. The SEC said beginning in 2004 Nissan's board delegated to Ghosn the authority to set individual director and executive compensation levels, including his own. The SEC said "Ghosn and his subordinates, including Kelly, crafted various ways to structure payment of the undisclosed compensation after Ghosn's retirement, such as entering into secret contracts, backdating letters to grant Ghosn interests in Nissan's Long Term Incentive Plan, and changing the calculation of Ghosn's pension allowance to provide more than $50 million in additional benefits." "Investors are entitled to know how, and how much, a company compensates its top executives. Ghosn and Kelly went to great lengths to conceal this information from investors and the market," said Stephanie Avakian, co-director of the SEC's Division of Enforcement.

Japan calls Ghosn's escape inexcusable and vows tighter immigration checks

TOKYO — Japan's justice minister on Sunday called the flight of former Nissan Chairman Carlos Ghosn as he awaited trial on financial misconduct charges inexcusable and vowed to beef up immigration checks. Justice Minister Masako Mori said she had ordered an investigation after Ghosn issued a statement a few days ago saying he was in Lebanon. She said there were no records of Ghosn's departure from Tokyo. She said his bail has been revoked, and Interpol had issued a wanted notice. Departure checks needed to be strengthened to prevent a recurrence, Mori said. While expressing deep regret over what had happened, Mori stopped short of outlining any specific action Japan might take to get Ghosn back. Japan does not have an extradition treaty with Lebanon. “Our nationÂ’s criminal justice system protects the basic human rights of an individual and properly carries out appropriate procedures to disclose the truth of various cases, and the flight of a suspect while out on bail is never justified,” she said in a statement. MoriÂ’s statement was the first public comment by a Japanese government official after the stunning escape of Ghosn, once a superstar of the auto industry. Tokyo prosecutors issued a similar statement Sunday. They had opposed Ghosn's release on bail, arguing he was a flight risk. First arrested in November 2018, Ghosn was out on bail over the last several months, and more recently had moved into a home in an upscale part of Tokyo. He has repeatedly said he was innocent. His statement from Beirut said he was escaping injustice. Japan's justice system has come under fire from human rights advocates for its long detentions, the reliance on confessions and prolonged trials. The conviction rate is higher than 99%. Even if Ghosn had been found innocent, the prosecutors could have appealed, and the appeals process could have lasted years. Ghosn's trial was not expected to start until April at the earliest. During that time, he had been prohibited from seeing his wife, and was only allowed a couple of video calls in the presence of a lawyer. Ghosn had been charged with underreporting his future compensation and breach of trust in diverting Nissan money for his personal gain. Although the details of his escape are not yet clear, Turkish airline company MNG Jet has said two of its planes were used illegally, first flying him from Osaka, Japan, to Istanbul, and then on to Beirut, where he arrived Monday and has not been seen since.

FCA compromises with France, moving Renault merger bid forward

FRANKFURT/PARIS – Renault directors were preparing to review Fiat Chrysler's $35 billion merger offer on Tuesday, after the Italian-American carmaker resolved differences with the French government overnight, three sources said. The compromise on French government influence over a combined FCA-Renault may clear the way for Renault's board to approve a framework agreement beginning the long process of a full merger, unless new issues surface at the meeting. France, Renault's biggest shareholder with a 15% stake, had been pressing for its own guaranteed seat on the new board and an effective veto on CEO appointments. But after late-night talks with FCA Chairman John Elkann, the French government has accepted a compromise that would see it occupy one of four board seats allocated to Renault, balanced by four FCA appointees, the sources said. Renault would also cede one of its two seats on a four-member CEO nominations committee to the French state, they said. Renault, FCA and the French government all declined to comment on the discussions. The same evening that the compromise was was negotiated, activist hedge fund CIAM wrote to the board of Renault to say it "strongly opposed" a planned $35 billion merger with Fiat Chrysler. Calling the deal "opportunistic," the fund said the current deal terms strongly favored Fiat Chrysler and offered no control premium. (Reporting by Arno Schuetze and Laurence Frost; additional reporting by Giulio Piovaccari in Milan and Simon Jessop; editing by Jason Neely and Rachel Armstrong) Government/Legal Chrysler Fiat Mitsubishi Nissan Renault merger