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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.

Ousted Renault CEO Bollore raised concerns over Ghosn investigation

PARIS — Renault's former chief executive Thierry Bollore, who was ousted in October, had sought to flag alleged conflicts of interest and governance problems at the company's Japanese alliance partner Nissan before his departure, Le Monde reported on Monday. Citing a letter from Oct. 7 addressed to Nissan's board, of which he was member, France's Le Monde newspaper said Bollore had raised questions over the firm's internal investigation surrounding former alliance boss Carlos Ghosn. Nissan and Renault were left reeling by Ghosn's arrest in Tokyo a year ago, on financial misconduct charges which he denies. They have since tried to reboot their strained partnership by revamping their management teams, including by purging them of Ghosn allies and removing people in top jobs at the time of the scandal. Bollore — who took a step up at the French carmaker when Ghosn left even though he was known for his close ties to the alliance founder — was eventually pushed out as Renault's CEO on Oct. 11, days after penning his letter. In comments sent to Reuters, Nissan spokeswoman Azusa Momose denied there were any irregularities in its internal investigation of Ghosn's affairs, and added that the company had reviewed its processes once again following Bollore's letter. "Nissan's independent directors confirmed that the investigation was properly conducted and could be relied on," Momose said. Nissan directors had discussed all the allegations raised by Bollore and the company "concluded that Bollore's concerns were not founded and were based for the most part on inaccurate information and speculation," she added. Bollore said in the letter that he was particularly concerned by the revelation that Nissan had a list of 80 managers implicated in financial dealings similar to the ones attributed to Ghosn. He also raised issues with the chain of command at Nissan, saying some key board members were sometimes kept in the dark on internal matters. Renault, which is still searching for a permanent replacement for Bollore as CEO, had no immediate comment. As well as changing its CEO, Nissan recently demoted senior vice president Hari Nada — a key whistleblower against Ghosn and whose role was also questioned in Bollore's letter — although its internal investigation had found no evidence against the executive. Related Video:

Nissan pulling Facebook ads over hate speech concerns

The system for advertising on Facebook allows companies to target specific demographics with ads that follow people based on their personal information, but as some companies have been finding out lately, this could lead to their ads showing up on questionable pages. According to Automotive News and The New York Times, Nissan has joined a growing list of companies that has pulled its advertising until the social media giant can guarantee that the ads won't appear on offensive pages.
This issue came about as a result of a group calling for Facebook to ban gender-based hate speech that went unchecked on some fan pages. Apparently, some of these offensive pages even showed images of women being abused. We won't post the names of the offensive pages, but you can find some of them listed on the NYT article, though it looks like most of the pages have since been removed. As for Nissan, AN says that the only ads it had at the time were for Nissan UK, and there is no telling how this issue will affect Facebook advertising in the future.