Outside Panel Says Ghosn Had Too Much Power at Nissan

An independent group asked to assess Nissan Motor Co.’s management and governance says too much power was concentrated in the hands of Chairman Carlos Ghosn.

Ghosn, who awaits trial on charges of financial misconduct after being stripped of the chairmanship, dismisses the panel’s findings as part of an “unsubstantiated smear campaign.” He insists he always acted with the full authority of Nissan’s board.

The report says Ghosn’s office wielded enough power to overwhelm other departments that otherwise would have provided checks and balances. The panel recommends that an outside director lead Nissan’s board.

The panel suggests that by June Nissan create new committees for auditing, compensation and nomination to dilute concentrations of power. It also says outside directors should hold the majority in the auditing and nomination committees and outnumber inside directors on the board itself.

The panel also says that Nissan CEO Hiroto Saikawa signed off on Ghosn’s retirement package, which includes some $82 million in unreported compensation. The deferred payout is a centerpiece in the charges against the jailed executive.