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Nissan shareholders oust Carlos Ghosn from board of directors

TOKYO — Nissan's shareholders approved on Monday the ouster from the Japanese automaker's board of its former chairman, Carlos Ghosn, who is facing allegations of financial misconduct. The approval, which was expected, was indicated by applause from the more than 4,000 people gathered at a Tokyo hotel for a three-hour extraordinary shareholders' meeting. Other votes had been submitted in advance. Ahead of the vote, Nissan's top executive apologized to shareholders for the scandal at the Japanese automaker and asked them to approve Ghosn's dismissal. Chief Executive Hiroto Saikawa and other Nissan executives bowed deeply in apology to shareholders attending the extraordinary meeting at a Tokyo hotel. Shareholders also approved the appointment of French alliance partner Renault SA's Chairman Jean-Dominique Senard to replace Ghosn. Renault owns 43 percent of Nissan. Senard, introduced to shareholders at the meeting's end, thanked them and promised to do his best to keep the automaker's performance on track. "I will dedicate my energy to enhance the future of Nissan," said Senard. The shareholders also gave a green light to removing from the board a former executive direct, Greg Kelly, who has been charged with collaborating with Ghosn in the alleged misconduct. Angry shareholders demanded an explanation for how wrongdoing on an allegedly massive scale had gone unchecked for years. The meeting was closed except to stockholders but livestreamed. One shareholder said Nissan's entire management should resign immediately. Saikawa said he felt his responsibility lay in fixing the shoddy corporate governance at Nissan first, and continuing to lead its operations. Another shareholder asked if Nissan was prepared for a damage lawsuit from shareholders since its stock price has plunged. "I deeply, deeply apologize for all the worries and troubles we have caused," Saikawa said. "This is an unprecedented and unbelievable misconduct by a top executive." He outlined the findings of an internal investigation, such as payments of a consultation fee to Ghosn's sister for 13 years. The investigation has also found too much power had been focused in one person, he said. Ken Miyamoto, 65, a Nissan shareholder, said he was disappointed. "It is really such a pity as he was a brilliant manager," Miyamoto said of Ghosn before heading into the meeting.

Nissan didn't have much say in merger talks, but it had what FCA wanted

TOKYO — Nissan wasn't consulted on the proposed merger between its alliance partner Renault and Fiat Chrysler, but the Japanese automaker's reluctance to go along may have helped bring about the surprise collapse of the talks. While Nissan Motor Co. had a weaker bargaining position from the start, with its financial performance crumbling after the arrest last year of its star executive Carlos Ghosn, it still had as its crown jewel the technology of electric vehicles and hybrids that Fiat Chrysler wanted. The board of Renault, meeting Thursday, didn't get as far as voting on the proposal, announced last week, which would have created the world's third biggest automaker, trailing only Volkswagen AG of Germany and Japan's Toyota Motor Corp. When the French government, Renault's top shareholder with a 15% stake, asked for more time to convince Nissan, Fiat Chrysler Chairman John Elkann abruptly withdrew the offer. Although analysts say reviving the talks isn't out of the question, they say trust among the players appears to have been broken. "The other companies made the mistake of underestimating Nissan's determination to say, 'No,' " said Katsuya Takeuchi, senior analyst at Mitsubishi UFJ Morgan Stanley Securities in Tokyo. The Note, an electric car with a small gas engine to charge its battery, was Japan's No. 1 selling car, the first time in 50 years that a Nissan beat Toyota and Honda. Renault and Fiat Chrysler highlighted possible synergies that come from sharing parts and research costs as the benefits of the merger. But what Fiat Chrysler lacks and really wanted was what's called in the industry "electrification technology," Takeuchi said. With emissions regulations getting stricter around the world, having such technology is crucial. Yokohama-based Nissan makes the world's best-selling electric car Leaf. Its Note, an electric car equipped with a small gas engine to charge its battery, was Japan's No. 1 selling car for the fiscal year through March, the first time in 50 years that a Nissan model beat Toyota and Honda Motor Co. for that title. Nissan is also a leader in autonomous-driving technology, another area all the automakers are trying to innovate. "Although Nissan had no say, its cautionary stance on the merger ended up being very meaningful," Takeuchi said.

Carlos Ghosn was on verge of release — so prosecutors file new allegation

TOKYO — Japanese prosecutors added a new allegation of breach of trust against Nissan's former chairman Carlos Ghosn on Friday, dashing his hopes for posting bail quickly. Ghosn and another former Nissan executive, Greg Kelly, were arrested Nov. 19 and charged with underreporting Ghosn's income by about 5 billion yen ($44 million) in 2011-2015. They also face the prospect of more charges of underreporting Ghosn's income for other years by nearly 10 billion ($80 million) in total. The breach of trust allegations were filed a day after a court rejected prosecutors' request for a longer detention of both men. The new allegation only applies to Ghosn, and Kelly could still be bailed out. A request for bail by Kelly's lawyer is pending court approval, according to the Tokyo District Court, but his release will have to wait until next week since the request was still in process after office hours Friday. Prosecutors in a statement Friday alleged that Ghosn in 2008 transferred a private investment loss worth more than 1.8 billion yen ($16 million) to Nissan by manipulating an unspecified "swap" contract. Ghosn also profited by having the company transfer a total of $14.7 million to another company to benefit himself and that company's owner, who helped in the contract manipulation, prosecutors said. Shin Kukimoto, deputy chief prosecutor at the Tokyo District Prosecutors Office, refuse to say if the two transactions were related or how Ghosn illegally profited. He also declined to identify the collaborator or whether the transactions were made overseas. Ghosn and Kelly are only charged with underreporting Ghosn's pay over five years, in violation of the Financial Instruments and Exchange Act. They have not been formally charged with an additional allegation of underreporting another 4 billion yen ($36 million) for 2016-2018, for which their first 10-day detention was to expire Thursday. Prosecutors have been criticized for separating the allegations as a tactic to detain Ghosn and Kelly longer. They say Ghosn and Kelly are flight risks. The maximum penalty for violating the financial act is up to 10 years in prison, a 10 million yen ($89,000) fine, or both. Breach of trust also carries a similar maximum penalty. The conviction rate in Japan is more than 99 percent for any crime. Ghosn was sent by Renault in 1999 to turn around Nissan, then on the verge of bankruptcy, and he led its rise to become the world's second-largest automaker.