Nissan announces strengthened corporate governance structure

Nissan Motor Co., Ltd.’s board of directors met on May 14 and 15 and resolved to strengthen corporate governance by transitioning from a company with statutory auditors to a company with three statutory committees (nomination, compensation and audit). The board unanimously voted in favor of the transition, in addition to new director candidates proposed by the company’s Provisional Nomination and Compensation Advisory Council. Both matters are to be submitted for approval at the Annual General Meeting of Shareholders (AGSM) scheduled for the end of June.

Upon receiving shareholder approval, Nissan will become a company with three statutory committees. Once the transition is complete, the company’s current auditors will leave their posts.

The new board of directors as nominated will comprise 11 individuals, seven of whom will be independent outside directors. An independent outside director is to be appointed to the role of chairperson of the board.

Candidates for board of directors

Name Current position
Keiko Ihara Director, Nissan Motor Co., Ltd.
Masakazu Toyoda Director, Nissan Motor Co., Ltd.
Bernard Delmas Chairman, Nihon Michelin Tire Co., Ltd.
Andrew House Chairman, Sony Interactive Entertainment LLC
Yasushi Kimura Advisor, JXTG Holdings, Inc.
Motoo Nagai Auditor, Nissan Motor Co., Ltd.
Jenifer Rogers General counsel Asia, Asurion Japan Holdings G.K.
Thierry Bolloré CEO, Groupe Renault
Jean-Dominique Senard Director, Nissan Motor Co., Ltd.; Chairman, Groupe Renault
Hiroto Saikawa Representative director, president and CEO, Nissan Motor Co., Ltd.
Yasuhiro Yamauchi COO, Nissan Motor Co., Ltd.

On the condition that shareholder approval is received at the AGSM for the board members and that the board of directors approves, at the meeting of the board of directors to follow the AGSM Saikawa is to be appointed CEO and Yamauchi is to be appointed COO.

Directors leaving their posts

Hideyuki Sakamoto
Toshiyuki Shiga
Jean-Baptiste Duzan
Bernard Rey

Auditors leaving their posts

Motoo Nagai
Hidetoshi Imazu
Tetsunobu Ikeda
Shigetoshi Andoh

Nissan’s approach to corporate governance
Nissan sees the re-establishment of a highly robust corporate governance structure as imperative. Based on the recommendations of the Special Committee for Improving Governance received in March, Nissan has worked to promptly reform its governance structure. With the lessons from the recent executive misconduct still fresh, Nissan resolves to rigorously pursue separation of supervisory and executive functions and, with shareholder approval, to transition from a company with statutory auditors to a company with three statutory committees. Each of the committees will be chaired by an independent outside director.

Please click here to view the full press release.

SOURCE: Nissan

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