Proxy Advisers Tell Nissan Shareholders to Vote Against CEO's Reappointment

Matt Posky
by Matt Posky

Two proxy advisory firms have reportedly encouraged shareholders to vote against reappointing Hiroto Saikawa as Nissan’s chief executive. While it’s relatively uncommon to see voting research providers issue such an overt recommendation, it’s not unheard of.

Institutional Shareholder Services (ISS) suggested shareholders vote against Saikawa at Nissan’s annual general meeting later this month, citing his closeness to Carlos Ghosn as a liability. According to Reuters, the firm believes the automaker should try to distance itself from the recent past as much as possible.

“When the company needs to break from the past and build a strong board with fresh members, the reelection of Hiroto Saikawa, who has been on the board for 14 years and worked closely with Carlos Ghosn, does not appear appropriate,” ISS said in a Friday research note to investors.

Despite his success in bringing Nissan back from the brink of disaster and organizing the Renault-Nissan-Mitsubishi Alliance, Ghosn’s name is now a dirty word. We’ve covered his alleged financial misconduct endlessly and added that the situation hasn’t shown the manufacturer’s top brass in a particularly flattering light.

Japan’s poor treatment of Ghosn has also helped to drum up public sympathy as the exec maintains he was subjected to an industrial coup organized by Nissan executives. While there’s little evidence to support such claims, Saikawa’s about-face on his retirement and ongoing rumors that he was about to be fired by Ghosn prior to his arrest could encourage negative speculation.

Saikawa, who was handpicked by Ghosn for his leadership role, has also stood in the way of numerous attempts from Renault to merge the two automakers. This has further strained the two automakers already fractured relationship. However, it could be argued that Renault’s constant pressure to incorporate is just as much to blame.

At any rate, Institutional Shareholder Services clearly thinks it’s best for Nissan to cut ties with Saikawa and start fresh. Glass Lewis advised investors similarly, saying it could not confidently “support the nomination of Mr. Saikawa who — as the representative director and president of the Company — should have taken greater steps in performing its oversight responsibilities in the misconduct of the board members.”

It will be interesting to see if the shareholders listen. Despite there being a fair amount of negative publicity surrounding the CEO of late, many Japanese investors see him as essential in keeping French influence away from the Japanese company. Saikawa will need at least half of voting shareholders to take his side at Nissan’s annual general meeting on June 25th if he’s to be reappointed.

[Image: Nissan]

Matt Posky
Matt Posky

A staunch consumer advocate tracking industry trends and regulation. Before joining TTAC, Matt spent a decade working for marketing and research firms based in NYC. Clients included several of the world’s largest automakers, global tire brands, and aftermarket part suppliers. Dissatisfied with the corporate world and resentful of having to wear suits everyday, he pivoted to writing about cars. Since then, that man has become an ardent supporter of the right-to-repair movement, been interviewed on the auto industry by national radio broadcasts, driven more rental cars than anyone ever should, participated in amateur rallying events, and received the requisite minimum training as sanctioned by the SCCA. Handy with a wrench, Matt grew up surrounded by Detroit auto workers and managed to get a pizza delivery job before he was legally eligible. He later found himself driving box trucks through Manhattan, guaranteeing future sympathy for actual truckers. He continues to conduct research pertaining to the automotive sector as an independent contractor and has since moved back to his native Michigan, closer to where the cars are born. A contrarian, Matt claims to prefer understeer — stating that front and all-wheel drive vehicles cater best to his driving style.

More by Matt Posky

Comments
Join the conversation
 3 comments
  • APaGttH APaGttH on Jun 13, 2019

    What a mess. What a frickin' Game of Thrones grade mess.

    • Steve203 Steve203 on Jun 13, 2019

      "What a frickin’ Game of Thrones grade mess." I quite liked GOT, until they ran out of books and the show runners started making it up on the fly. Not sure what to think of ISS' move. I can see the point of their argument, known as the cockroach theory "if you see one roach, there are others" wrt Ghosn's embezzlement. But, given the level of corruption we saw among bond rating agencies 10 years ago, we have to ask of ISS' "advice" is being paid for by someone with an agenda.

  • WildcatMatt WildcatMatt on Jun 14, 2019

    "I quite liked GOT, until they ran out of books and the show runners started making it up on the fly." InuYasha had the exact same problem.

  • EBFlex No they shouldn’t. It would be signing their death warrant. The UAW is steadfast in moving as much production out of this country as possible
  • Groza George The South is one of the few places in the U.S. where we still build cars. Unionizing Southern factories will speed up the move to Mexico.
  • FreedMike I'd say that question is up to the southern auto workers. If I were in their shoes, I probably wouldn't if the wages/benefits were at at some kind of parity with unionized shops. But let's be clear here: the only thing keeping those wages/benefits at par IS the threat of unionization.
  • 1995 SC So if they vote it down, the UAW gets to keep trying. Is there a means for a UAW factory to decide they no longer wish to be represented and vote the union out?
  • Lorenzo The Longshoreman/philosopher Eri Hoffer postulated "Every great cause begins as a movement, becomes a business, and ends up as a racket." That pretty much describes the progression of the United Auto Workers since World War II, so if THEY are the union, the answer is 'no'.
Next