TOKYO — Nissan CEO Hiroto Saikawa outlined his first steps toward governance reform at the Japanese carmaker, following allegations that ousted Chairman Carlos Ghosn abused his power for nearly a decade to misappropriate millions of dollars.
The message: Rooting out the rot is too important to rush.
Saikawa said a new Special Committee for Improving Governance will make recommendations for improving oversight by the end of the company's fiscal year March 31 so that Nissan Motor Co. can begin the new fiscal year with a clean slate.
Saikawa began rolling out his reforms at a news conference lat week, saying the board will take its time appointing a new chairman. Nissan has been without one since Nov. 22, when the board dismissed Ghosn.
"I'm not going to set a deadline. I want people to take enough time to discuss," Saikawa said.
The decisions came during a Nissan board meeting earlier in the day. Three external directors — Masakazu Toyoda, Keiko Ihara and Jean-Baptiste Duzan — had been tasked with forming a committee to review corporate governance and with nominating a new chairman.
They set up a seven-person committee made up of themselves and four third-party members. It will examine everything from director compensation to overall governing structure.
"We will identify the root causes and ask this committee to make recommendations not only in decision-making on compensation but on all of governance," Saikawa said.
"The governance scheme, which may have resulted in misconduct, is where I expect the special committee to apply a scalpel," he said. "There was a concentration of authority in a single individual."
The committee did not, however, reach agreement about a new chairman.
At the press conference, Saikawa declined to rule himself out of the running for chairman, saying he would be open to whatever recommendations the three directors make.
Duzan is a former Renault executive and is thought to reflect the French carmaker's interests. Toyoda is a former Japanese government bureaucrat and Ihara is a race car driver.
Even before the special committee comes back with recommendations, Saikawa has addressed one sore point of corporate governance.
Nissan's internal rules previously allowed the chairman sole discretion in determining compensation of directors, including the chairman's.
Many other companies, by contrast, have a committee that determines such pay.
Nissan has now rewritten its corporate rules to give that power to the board of directors.
Separately, Saikawa rebuffed a request to Renault, Nissan's biggest shareholder, to quickly call an extraordinary shareholders' meeting so that the management crisis can be debated in the open. Saikawa said the special committee should be allowed to make its recommendations before the company holds the shareholders' meeting.
That means it could take several more months before one is convened.