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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.

2013 Nissan Pathfinder: June 2013

When we say that our long-term 2013 Nissan Pathfinder has been busy, we mean it. Want proof? In the past month, the big, brown Nissan was only idle enough for us to take it in for its 11,500-mile routine service and to shoot a couple of new photos of the long-termer in Detroit.
Most recently, the Pathfinder spent a few weeks in the hands of AOL Autos' executive editor Sharon Carty, who used the three-row CUV to haul her entire family from Detroit to New Jersey and back... twice. That's a pretty serious amount of miles, but it gave Sharon a really solid look into how the vehicle holds up for the needs of a family with kids of different ages.

Nissan CEO Makoto Uchida rules out closer capital ties with Renault

YOKOHAMA — Nissan is committed to its automaking alliance with Renault but will not look to deepen its capital ties with the French automaker any time soon, its new CEO said on Monday. On his first day in the new position, chief executive Makoto Uchida also pledged to repair profitability at Japan's No. 2 automaker and said setting realistic targets would be key toward that goal, as it tries to make a clean break from the leadership of former chairman Carlos Ghosn. "Closer capital ties with Renault are not a focus in the short term," he told reporters. Uchida became CEO of Nissan on Dec. 1, as the car maker tries to recover from a profit slump and draw a line under a year of turmoil after the Ghosn scandal. The ousted chairman is fighting financial misconduct charges in Japan. One of the new CEO's big tasks is to salvage ties with Renault, which have deteriorated since Ghosn's ouster as chairman of both companies. Renault holds a 43.4% stake in Nissan after it saved the Japanese automaker from financial ruin two decades ago, and has pushed for the two companies to merge. In rejecting a notion of a merger with Renault, Uchida, 53, echoes his predecessor Hiroto Saikawa, who stepped down in September. He added that the alliance must re-think how it can serve all of its three members, which also includes Mitsubishi Motors. "The alliance has to benefit each of its partners in terms of revenue and profit," he said. "We need to re-evaluate what has worked and what hasn't worked in the alliance in the past few years." The CEO called for Nissan to set "challenging but achievable" targets, adding that this and the launch of more new car models and vehicle technologies would be key to its financial recovery. Nissan is bracing for its lowest annual profit in 11 years and has slashed its dividend by 65%. Its struggles come at a time when car companies desperately need scale to keep up with sweeping technological changes like electric vehicles and ride-hailing. "Somewhere along the way we created a culture of setting targets which could not be achieved," Uchida said, adding that this had resulted in a focus on short-term results. "Years of this had led Nissan to its current "difficult situation," he said, using heavy vehicle discounting in the U.S. market as an example of how aggressive sales targets to grow market share had deteriorated the company's brand.