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Nissan reportedly rejecting Renault proposal for closer ties

TOKYO — Nissan Motor Co Ltd will reject a management integration proposal from French partner Renault SA and will call for an equal capital relationship, the Nikkei newspaper said on Monday, citing sources. Nissan's management feels the Japanese company has not been treated as an equal of Renault under existing capital ties, and a merger would make this inequality permanent, the Nikkei reported. The outlook for the alliance — one of the world's top automaking partnerships — has been in focus since the arrest in November of its main architect, Carlos Ghosn, on charges of financial misconduct. The former Nissan and Renault chairman has denied the charges against him and has said he was the victim of a boardroom coup by Nissan executives opposed to closer ties. To which, Bloomberg reported that it has seen emails in which Nissan executives were working with Japanese government officials to defend the company's independence, as Ghosn was pushing for a full merger. The emails indicate growing concern at high levels of the Japanese government, in the months before Ghosn's arrest, that his merger efforts would boost Renault and its largest shareholder, the French government, and harm Nissan, in a relationship the Japanese already saw as lopsided. The emails indicated a desire to keep the existing structure of the alliance with a "re-balancing of the shareholding" to reduce Renault's 43 percent stake in Nissan, and stated that Nissan's independence "should be respected." Nissan declined to comment directly on the emails, while reiterating that misconduct by Ghosn and his former aide, Greg Kelly, is "the sole cause of the chain of events." Renault saved Nissan from the brink of bankruptcy two decades ago and under their current capital alliance, the French company holds greater control over its much larger partner. Nissan Chief Executive Hiroto Saikawa declined to say whether the company had received a merger proposal from Renault. "Now is not the time to think of such things," he told a group of reporters outside of his house in Tokyo. "At the moment we are focused on improving Nissan's earnings performance. Please give us time to do that." Renault declined to comment on the report. Renault has argued in its proposal that an integration would maximize synergies within the French-Japanese alliance, according to the Nikkei. The Financial Times reported last month of Renault's intention to restart merger talks with Nissan within 12 months.

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.

Renault to alert prosecutors about Carlos Ghosn's wedding costs

PARIS — Renault has found evidence that it paid part of Carlos Ghosn's wedding costs and is preparing to turn the investigation over to prosecutors, two weeks after the French carmaker's scandal-hit chairman and chief executive was forced out. An internal probe established that a 2016 sponsorship deal with the Chateau de Versailles included a 50,000 euro ($57,000) personal benefit to Ghosn, the carmaker said on Thursday, confirming a report in Le Figaro. The carmaker replaced Ghosn on Jan. 24, more than two months after his arrest in Japan over allegations of financial misconduct uncovered by Renault's Japanese affiliate Nissan, which he also chaired. Renault began its own examination of payments to Ghosn within days of his detention but had not flagged any irregularities until now. Renault has discovered that "Mr Ghosn was accorded a personal benefit valued at 50,000 euros under the terms of a sponsorship contract with the Chateau de Versailles," the company said in a statement on Thursday. "Renault has decided to bring these findings to the attention of the judicial authorities." The office of Ghosn's Japanese lawyer Motonari Otsuru did not immediately respond to a request for comment. Ghosn remains in detention in Tokyo with limited opportunity to respond publicly to allegations against him. Renault had agreed before the wedding to sponsor 2.3 million euros of Versailles renovations in return for a credit granting the carmaker services from the chateau worth 25 percent of that amount, or 575,000 euros, a person with knowledge of the matter told Reuters. Le Figaro reported that the chateau allowed Ghosn to host his wedding reception on its grounds in exchange for Renault's donations to the Versailles estate, resplendent home to France's last kings. The rental fee was deducted from Renault's credit for use of the Grand Trianon at Versailles on Oct. 8, 2016, when Ghosn and his second wife Carole hosted their wedding reception at the 17th-century palace, the source said. The event had already attracted public attention for its opulence and Marie Antoinette-themed costumes. The Renault board was informed about the discovery on Wednesday, as reported by Le Figaro, the source added. Earnings/Financials Government/Legal Mitsubishi Nissan Renault renault-nissan