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Nissan Tells Rowdy Shareholders It Will Mend Renault Alliance

Nissan Approves New Board, Gives Renault Executives More Say

(Bloomberg) -- Nissan Motor Co. pledged to put more focus on mending its troubled two-decade alliance with Renault SA as the Japanese carmaker’s boisterous shareholders voted to give the French partner more say over its future.

At Nissan’s rowdy annual meeting in Yokohama, bickering shareholders approved a governance structure designed to boost oversight and prevent the concentration of corporate power in one individual, seeking to address the lapses that led to the arrest of former chairman Carlos Ghosn. Renault, which owns 43% of Nissan, got a bigger representation in key board committees.

Chief Executive Officer Hiroto Saikawa, who got his position reaffirmed though he hinted at a potential exit in the future, emphasized the Renault alliance’s value and signaled that Nissan will speed up talks to strengthen it. That’s a change of stance from the past few months, when Nissan insisted that getting its own internal business in order was a top priority.

Nissan Tells Rowdy Shareholders It Will Mend Renault Alliance

“Postponing the talks could result in speculation and undermine the alliance’s day-to-day operations and affect Nissan’s recovery efforts,” Saikawa said. “It is critical to create opportunities with Renault to discuss our future relationship while we continue to improve our performance.”

The annual meeting was marked by shareholders shouting at executives and at each other, as has become the norm for Nissan in recent years. When an ex-Nissan employee used his turn to speak to praise Ghosn for saving Nissan from bankruptcy, another shareholder told him to shut up.

Some also criticized Renault and its chairman, Jean-Dominique Senard, who was present at the meeting, accusing him of trying to assert control over Nissan.

Ghosn’s arrest late last year fractured the carmakers’ partnership, and Nissan’s failure to support a proposed merger between Renault and Fiat Chrysler Automobiles NV this month put more strain on the pact. Saikawa reiterated that he isn’t in favor of a merger between Nissan and Renault, and said an “imbalance” in the companies’ cross-shareholdings needs to be addressed -- Nissan only owns 15% of its French partner.

“Having an alliance definitely increases our competitiveness, and the challenge is how to define the alliance,” said Saikawa, who was criticized by some shareholders for his handling of Nissan since Ghosn’s arrest. Some in the crowd called for his resignation.

Senard appeared frustrated as he tried to convince the audience he was devoted to rebuilding trust. He said he did everything he could to restore the relationships in an alliance that he found in much worse condition than he anticipated when he took over earlier this year.

Shareholders approved creating three board committees: nomination, audit and compensation. Renault CEO Thierry Bollore will be on the audit committee and Senard on the nomination committee -- key positions at the heart of decision-making. The nomination committee will be overseen by Masakazu Toyoda, the lead, independent outside director.

Nissan Tells Rowdy Shareholders It Will Mend Renault Alliance

A majority of the new board isn’t affiliated with Nissan, with new directors including the chairman of Nihon Michelin Tire Co. and the former head of Sony Interactive Entertainment. Yasushi Kimura, an adviser to oil company JXTG Holdings Inc., will be chairman and Senard will be vice chairman. Outgoing directors include Nissan veteran Toshiyuki Shiga, who once was Ghosn’s right-hand man.

With fewer Nissan insiders, the new board potentially could take a more benign view on any attempt by Renault to resume deal talks with Fiat. The European carmakers’ talks ended in early June after a last-minute intervention by the French government, which suggested the deal was being rushed and that more time was needed to gain Nissan’s approval.

Senard told Nissan shareholders that a deal between Fiat and Renault also would have benefited the Japanese company. There was “no aggression against Nissan,” he said.

Saikawa, Ghosn’s protege-turned-accuser, held on to his job thanks to Renault’s support. He faced shareholder criticism for not reacting to Ghosn’s alleged wrongdoing early on, with some saying he should step down.

The 65-year-old CEO said he isn’t in a position to say when a successor will be named for him, but he wants the nomination committee to speed up a search for one.

--With assistance from Kae Inoue.

To contact the reporters on this story: Ma Jie in Tokyo at jma124@bloomberg.net;Grace Huang in Tokyo at xhuang66@bloomberg.net

To contact the editors responsible for this story: Young-Sam Cho at ycho2@bloomberg.net, Ville Heiskanen, Ken McCallum

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