At Nissan board meeting, Bolloré blasted alliance partner's
Ghosn probe
By Nick Kostov in Paris and Sean McLain in Tokyo
This article is being republished as part of our daily
reproduction of WSJ.com articles that also appeared in the U.S.
print edition of The Wall Street Journal (December 17, 2019).
Three days before he lost his job in October, then- Renault SA
chief Thierry Bolloré demanded an independent audit of Nissan Motor
Co.'s investigation into Carlos Ghosn, citing concerns the probe
was tainted by conflicts of interest, according to a letter by Mr.
Bolloré.
Nissan rejected the demand, accusing Mr. Bolloré of being
sympathetic to Mr. Ghosn, the onetime chairman of both Nissan and
Renault. The boardroom clash points to how behind-the-scenes moves
by Nissan executives last year that led to Mr. Ghosn's arrest are
still disrupting management.
At a meeting of the Japanese car maker's board on Oct. 8, Mr.
Bolloré read out a letter calling for an audit. He said his demand
was prompted by articles in The Wall Street Journal that
highlighted how Nissan's general counsel and former audit chief had
concerns about the scope of the Ghosn investigation and potential
conflicts of interest involving a Nissan executive and the auto
maker's outside law firm.
"To my astonishment, none of these problems has been raised to
my attention by Nissan's management or governance bodies," Mr.
Bolloré said in the letter, which was viewed by the Journal. He
said he learned of the complaints " only through an article in The
Wall Street Journal."
He called for the initiation of "an external, fully independent
audit" of the Nissan investigation "and more broadly of any
conflict of interest."
Later that week, Mr. Bolloré was fired as Renault's chief
executive officer. The next month, he also gave up the Nissan board
seat he had held as part of the global alliance between the French
and Japanese auto makers.
A Nissan spokeswoman said Monday: "Nissan was and remains
satisfied that its internal investigation was properly
conducted."
In a letter of response to Mr. Bolloré, excerpts of which were
viewed by the Journal, Nissan said it wouldn't "investigate the
investigation." The response, which followed the board meeting by
several weeks, said the former Renault chief's letter included
inaccurate information and "read like allegations that one would
expect to be made by a representative of Mr. Ghosn."
Nissan's letter to Mr. Bolloré said the company's investigation
"greatly benefited" both auto makers in part because the findings
enabled Nissan to cancel nearly $200 million in payments to Mr.
Ghosn that the letter claims he would have otherwise received.
Mr. Ghosn, who was arrested in November 2018, is living in Tokyo
and awaiting trial on charges of financial wrongdoing. He says he
is innocent of all the charges.
The Bolloré letter casts new light on the Renault CEO's ouster
after less than a year on the job. Renault Chairman Jean-Dominique
Senard had for weeks been having conversations about a change in
part because he feared Mr. Bolloré's rocky relationship with Nissan
was threatening the viability of the 20-year-old partnership, say
people familiar with Renault board proceedings.
In addition to prompting a backlash at Nissan, Mr. Bolloré's
actions at the Oct. 8 board meeting peeved Mr. Senard, who at the
same meeting had to navigate discussion of Nissan's next CEO,
according to a person close to Renault.
"The issues raised in the letter are legitimate, they're solid.
But you can raise them in a much more subtle manner," the person
said. "Mr. Senard was aware, but didn't approve of the letter being
read at the board meeting."
Mr. Bolloré disputed that he acted out of turn, saying that the
statements he made to Nissan's board were decided together with Mr.
Senard and had been prepared by Renault and its consultants.
"By mutual agreement with Jean-Dominique Senard, it was decided
that I would speak for the directors who represented Renault on the
Nissan board of directors, by reading this document emanating from
Renault," Mr. Bolloré said Monday.
In the letter, Mr. Bolloré took particular aim at Hari Nada, a
Nissan executive who oversaw legal and compliance issues and was
one of the company executives to take allegations against Mr. Ghosn
to prosecutors, and Latham & Watkins, the law firm hired by
Nissan to conduct its investigation.
Mr. Bolloré questioned why Mr. Nada retained his roles at Nissan
despite having had prior knowledge of alleged wrongdoing by Mr.
Ghosn and signing an agreement to cooperate with prosecutors in
return for not being charged.
Mr. Bolloré said the board needed to take immediate steps to
ensure that Mr. Nada would "no longer be involved in any way in the
misconduct matters."
At the Oct. 8 board meeting, directors decided to remove Mr.
Nada from his role overseeing legal affairs. But in its later
response to Mr. Bolloré, Nissan rejected the suggestion that
harsher measures were required, using language in defense of Mr.
Nada that hasn't been previously disclosed.
"Mr. Nada is a whistleblower who has made various protected
disclosures, " the Nissan letter said. "The actions proposed by
Renault would not be appropriate or legal."
Regarding Latham & Watkins, Mr. Bolloré said the law firm
conducted its investigation "despite multiple, clear conflicts of
interests" because it had earlier advised Nissan about some of the
issues being examined.
"There is no basis to suggest that Latham's previous advice to
the company has compromised the investigation's findings in any
way," Nissan wrote in its response. The company said it reviewed
the potential for conflicts of interest and addressed the issue in
part by using individual lawyers who had no prior dealings with
Nissan.
Latham has defended its role in the investigation, saying it was
regularly vetted by Nissan management. Latham representatives
didn't respond to requests for comment Monday.
Nissan has said it needs to refocus on its business, where
12,500 job cuts are planned amid declining sales and profit. But
the legal fallout from Mr. Ghosn's arrest has preoccupied
management, say people involved in the discussions.
The Nissan reply to Mr. Bolloré dominated the attention of
senior Nissan executives and lawyers for weeks, said one of the
people. At Nissan's board meeting in November, whose agenda
included the Dec. 1 installation of a new CEO and management team,
most of the discussion dealt with legal issues, said people
familiar with the meeting.
One person close to the board said the lesson of the Bolloré
clash was the need for more transparency between Nissan management
and directors. "We must put everything on the table to move past
these issues," this person said. "We just don't want everything in
the press."
Write to Nick Kostov at Nick.Kostov@wsj.com and Sean McLain at
sean.mclain@wsj.com
(END) Dow Jones Newswires
December 17, 2019 02:47 ET (07:47 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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