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Nissan moves to dismiss chairman Ghosn for serious financial misconduct

Ghosn is regarded as one of auto industry's top executives, and one of the best-paid.

Carlos Ghosn, chairman of the alliance between Renault, Nissan and Mitsubishi Motors, poses for a photograph on the opening day of the World Economic Forum in Davos, Switzerland, on Jan. 23.
Carlos Ghosn, chairman of the alliance between Renault, Nissan and Mitsubishi Motors, poses for a photograph on the opening day of the World Economic Forum in Davos, Switzerland, on Jan. 23.Read moreBloomberg

YOKOHAMA, Japan — Nissan Motors said Monday that chairman Carlos Ghosn has been arrested and will be dismissed after the company uncovered "significant acts of misconduct," including underreporting his own salary and using company assets for his personal benefit.

Ghosn is considered one of the car industry's top executives and is one of the most highly paid corporate bosses in Japan. He is widely credited with having saved Nissan from near-bankruptcy. He also serves as chairman and chief executive of France's Renault and chairman of Mitsubishi Motors.

Ghosn is one of the few foreigners in such a senior position in Japan. He was born in Brazil,  of Lebanese descent, and holds French citizenship.

Nissan said it conducted an internal investigation for several months based on a report from a whistle-blower regarding misconduct by Ghosn and representative director Greg Kelly. The company shared its findings with public prosecutors for their own parallel investigation.

"I am not in a position to talk about the progress of the investigation itself, but as a result of the investigation, we heard that the arrests have been made of the two gentlemen," CEO Hiroto Saikawa told a news conference in the company headquarters in Yokohama.

Saikawa would said he would convene a meeting of the board on Thursday to remove Ghosn and Kelly.

Nissan said its investigation showed numerous "significant acts of misconduct," including underreporting Ghosn's compensation to the Tokyo Stock Exchange of  more than $40 million over five years. Nissan also said he used investment funds for personal gain and misused company expenses.

Nissan said Kelly was deeply involved in the wrongdoing. Saikawa described both men as the masterminds of the alleged misconduct.

Renault shares tumbled nearly 10 percent in Paris, while Nissan's German-listed securities fell by a similar amount. In New York, Nissan's shares fell 5.85 percent to close at $16.90.

Ghosn, 64, began his career at tiremaker Michelin in France in 1976 before moving on to Renault in 1996. There he helped engineer a turnaround in the carmaker's fortunes that earned him the admiration of the business world but not of labor unions or leftist politicians, who resented his high salary while he presided over massive job losses in the wake of the global financial crisis.

He joined Nissan in 1999 after Renault bought a controlling stake and became its CEO from 2001 until 2017, engineering a similar turnaround there and earning the nickname "Le Cost Cutter."

Ghosn stepped down as Nissan CEO last year but remained chairman of the company.

He became a star in the business world in Japan, appearing on magazine covers dressed in a kimono and even spawning a manga comic book on his life, although he also attracted more criticism there for his high salary.

Ghosn was one of the first executives to champion electric cars, and he also developed a range of low-cost cars for emerging markets.

In June, Renault shareholders approved Ghosn's  $8.5 million compensation for 2017. He also received the equivalent of more than $10 million in his final year as Nissan chief executive.

The French government is a major shareholder in Renault. Amid mounting controversy, Finance Minister Bruno Le Maire said Monday that the government would not comment on the ongoing judicial investigation in Japan but has made inquiries with Renault about the company's management structure.

In a late-night news conference lasting about 90 minutes, Nissan CEO Saikawa did little to hide his anger at Ghosn for letting the company down.

"The concentration of power in one individual," as well as Ghosn's "long reign" at the automaking conglomerate, impacted operations and could have been factors in allowing the misconduct to take place, he said.

"People who reported to Mr. Ghosn became limited in number," Saikawa said. As a result, instead of taking decisions based on a range of information and opinions, Ghosn "made decisions based on limited input in some cases."

Saikawa also spent considerable time expressing his deep regret over the "bewilderment and anxiety" that the news has caused employees and stakeholders.

"It's very difficult to express this in words," he said. "Beyond being sorry, I feel big disappointment and frustration and despair and indignation and resentment."

In its statement, Nissan also deeply apologized for causing great concern to shareholders and stakeholders. "We will continue our work to identify our governance and compliance issues, and to take appropriate measures," the company said.

The news is the latest scandal to sully Nissan's brand. In July, it acknowledged that it had uncovered falsified emissions data from most of its factories in Japan; in 2017, the company acknowledged that unqualified personnel had conducted postproduction tests at some plants, forcing the recall of more than a million vehicles for reinspection.

Although the company denied a direct link between the failure to carry out proper testing and its ongoing efforts to cut costs, chief competitive officer Yasuhiro Yamauchi acknowledged at the time that he "needed to reflect on whether there was an environment at Nissan in which anything could be tolerated if it led to cost-cutting."

Tim Hubbard, assistant professor of management in the University of Notre Dame's Mendoza College of Business, said Ghosn's arrest complicates a highly interconnected set of relationships between Nissan, Renault, and Mitsubishi Motors — and could impact the equity stakes they have in each other.

"This has widespread implications for a large portion of the auto industry, as these alliances have become more critical in the increasingly interconnected design, manufacturing, and support of auto customers worldwide," he said. "Ghosn's arrest is another unfortunate example of the perils of having too much power concentrated in one individual within — and across — corporations."

One of the puzzles — if the accusations are true — was why Ghosn, with his wealth, would have wanted to defraud his own company.

"It seems very shortsighted to me, when you have that much money, why you would want to nickel-and-dime the company and shareholders," said Carl Tobias, a professor at the University of Richmond's law school.

Tobias said that if the alleged transgressions had occurred in the United States, someone like Ghosn, who could afford the best legal counsel available, might have been able to strike a deal with prosecutors to avoid jail time by paying a large fine. But he said it was far from clear whether this would be the case in Japan.