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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.

Nissan could report first quarterly loss since March 2009

TOKYO — Nissan may report its first quarterly loss in more than a decade on Thursday because of slumping sales, sources familiar with the company said, adding more pressure on efforts to rebuild the company after Carlos Ghosn's ouster. Deteriorating profits underscore the challenges facing Nissan, which is unwinding many of the expansionist strategies championed by ex-Chief Executive Officer and Chairman Ghosn by slashing jobs, production sites and product offerings to save cash and ensure its survival. In addition to slumping sales, production disruptions caused by China's coronavirus outbreak could also drag profits lower. Three senior officials at Japan's No. 2 automaker told Reuters that they anticipate a poor results announcement on Thursday, with one of them calling the figures "dismal". Two of the officials cautioned that there is the possibility of an operating loss, which would be the first quarterly loss since the period ending in March 2009. Nissan said it could not comment on its financial results ahead of its official announcement. The company is likely to report operating profit of 48.6 billion yen ($442.5 million) for the quarter ending in December, less than half the 103 billion yen profit a year ago, according to SmartEstimate's survey of three analysts, who revised their forecasts in January. However, those forecasts were issued before the release of the December vehicle sales figures on Jan. 30, which show third-quarter sales dropped by 11% from the year earlier period, according to Reuters calculations. That is the biggest quarterly slump of its current sales downturn that began two years ago. That sales decline led one auto equities analyst based in Japan to scrap his forecast and also warn that Nissan could post a loss. "It will be a question of whether there will be a profit or a loss. For the quarter, a loss is a possibility," he said, declining to be named as his forecast had not been updated to reflect his latest view. One of the three Nissan officials said there is a risk the automaker may cut its full-year profit forecast of 150 billion yen, which would be an 11-year low. The company announced that forecast in November after an initial 230 billion yen outlook.

UAW calls on US State Department to help with Nissan plant

The United Auto Workers is calling for reinforcements in its ongoing battle with Nissan at the manufacturer's Canton, MS factory, where the Altima, Armada, Titan and NV (and eventually, the next Murano) are built. The union has been attempting to organize the employees at the factory for several years, but it's been largely unsuccessful.
Now, Reuters is reporting that the UAW is teaming with the IndustriALL Global Union and requesting intervention by the US State Department, with both groups accusing Nissan of using "threats, intimidation and fear" to keep the 5,600 workers at the facility from organizing. The two unions say this violates the guidelines of the Organization for Economic Cooperation and Development, an international organization dedicated to stimulating economic growth.
The UAW and IndustriALL are asking the State Department's National Contact Point to serve as mediator with Nissan, to make sure things play out fairly. Speaking to Reuters, though, there's at least one Michigan-based labor adviser that's skeptical of the move.