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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.

Carlos Ghosn takes a walk in a park, as lawyer apologizes for disguise

TOKYO — Former Nissan chairman Carlos Ghosn was seen walking in a Tokyo park on Friday, two days after his release in a strange disguise from a Japanese detention center. Ghosn, this time in sunglasses and a Stanford baseball cap (his daughter Caroline's alma mater), was spotted outdoors twice on Friday, strolling outside in the crisp March air. He and several others, believed to be his wife and daughters, visited a downtown Tokyo garden as members of the media trailed them and watched. The intense media attention was what led Ghosn's lawyers to suggest he leave the Tokyo Detention Center after his release on bail Wednesday in a laborer's outfit of cap, surgical mask and high-visibility vest, attorney Takashi Takano said. Many were baffled by the somewhat transparent disguise, which has riveted Japanese tabloid media. One TV show re-enacted his departure. Takano said in a blog post that he took full responsibility for what he called the "theater of disguise." He apologized for its failure. The outfit was confusing but didn't deter media from tracking the small van he traveled in after his release, in a spectacle broadcast live on television. "My immature plan, as a result, has tarnished the reputation that he has devoted his whole life to build," Takano said of his client. Takano asked the media to respect Ghosn's privacy. That plea appeared to go unheeded as cameramen closely followed the celebrity executive as those walking with him stared straight ahead in apparent annoyance. Ghosn, who headed the Renault-Nissan-Mitsubishi Motors alliance, has been charged with falsifying financial reports, under-reporting his income and breach of trust in having Nissan Motor Co. shoulder personal investment losses and make payments to a Saudi businessman. He says he is innocent and that the income allegedly under-reported was never paid or decided, that Nissan never suffered the investment losses and the payments were for legitimate services. In Japan, suspects are routinely kept in detention until preparations for their trials are ready, meaning they are often detained for months. The court rejected two earlier requests by Ghosn for bail. Ghosn led Nissan for two decades, saving the Yokohama-based automaker from near bankruptcy. He was arrested on Nov. 19.

Carlos Ghosn appears in court: 'I am wrongly accused'

TOKYO — Former Nissan Chairman Carlos Ghosn told a Tokyo court on Tuesday that he was innocent, defending his honor in his first public appearance since he was arrested on Nov. 19 and charged with false financial reporting. "Your honor, I am innocent of the accusations against me," Ghosn told the judge, speaking firmly and calmly as he read from a statement. "I am wrongfully accused." Prosecutors have charged Ghosn, who led a dramatic turnaround at the Japanese automaker over the past two decades, with falsifying financial reports in underreporting his income by about 5 billion yen ($44 million) over five years through 2015. They also say he is suspected of having Nissan temporarily take on his investment losses from the financial crisis. Seen for the first time since his November arrest, Ghosn was wearing a dark suit without a tie, and plastic slippers, and looked thinner and with gray hair. He rebutted the allegations against him point-by-point and said he had the option to leave Nissan but had decided to stay on. "A captain doesn't jump ship during a storm," he told the court in a strong voice. The veteran auto executive, a familiar face at the World Economic Forum and other elite gatherings, was handcuffed and led into the courtroom with a rope around his waist as the hearing began. Officers uncuffed him and seated him on a bench. Presiding judge Yuichi Tada then read out the charges and said Ghosn, a Brazilian-born Frenchman of Lebanese ancestry, was considered a flight risk — he was arrested on his arrival in Tokyo by private jet — and might try to hide evidence. In Japan, suspects are routinely held without bail, often due to fears about evidence tampering. During Tuesday's hearing, Go Kondo, one of Ghosn's lawyers, argued he was not a flight risk. "He's widely known so it's difficult for him to escape. There is no risk that the suspect will destroy evidence," he said. Facing the courtroom, Ghosn spoke proudly of the automaker's — and his own — achievements, such as reviving iconic models like the GT-R and the Z, expanding operations in China, Russia, Brazil and India and pioneering electric cars and autonomous driving. "I have a genuine love and appreciation for Nissan," he said. Ghosn has been held in spartan conditions at a Tokyo detention facility since he was taken into custody. In keeping with Japanese regulations, he has been allowed visits only from his lawyers and consular officials.