NISSAN has agreed to pay $15m (£12m) and ex-chairman Carlos Ghosn is paying a million dollars (£800,000) to settle US regulators’ civil fraud charges of hiding from investors more than $140m (£113 million) in compensation and retirement benefits.
The Securities and Exchange Commission announced the settlement with the major Japanese car maker and its former chairman, who also agreed to be barred for 10 years from serving as an officer or director of a public company.
Ghosn is awaiting trial in Japan on financial misconduct allegations in a criminal case. The 65-year-old, who led Nissan for two decades, was arrested by Japanese authorities in Tokyo last November. He has maintained he is innocent.
He is currently out on bail but faces restrictions, such as not being allowed to contact his wife, Carole. She has appeared before a Japanese judge to answer questions in the case. The first hearing in the trial has been set for April.
Ghosn and Nissan settled the charges without admitting or denying the SEC’s allegations, but agreed to refrain from future anti-fraud violations.
Former Nissan director Greg Kelly who was also arrested and released on bail, agreed to pay a $100,000 (£80,000) penalty to settle the SEC charges, to be barred for five years from serving as an officer or director of a public company, and to be suspended for five years from practising as a lawyer before the SEC.
In a statement, Ghosn’s lawyers noted that he will be allowed to contest and deny the allegations in the criminal case in Japan, and he ‘fully intends to do so’.
It said: ‘Mr Ghosn and his defence team are now able to focus their efforts on continuing to vigorously fight the criminal case in Japan and pursue his claims against Nissan around the world.
‘They remain confident that, if given a fair trial, he will be acquitted of all charges and fully vindicated.’
Nissan noted that it had co-operated with the SEC investigation. It said it had taken actions to prevent problems from recurring, including setting up a new governance structure. The firm said it has amended all its affected financial reports.
‘Nissan is firmly committed to continuing to further cultivate robust corporate governance,’ the statement said.
The SEC alleged that starting in 2009, Ghosn, with the help of Kelly and subordinates at Nissan, conducted a scheme to conceal more than $90m of his compensation from investors and public disclosure, while also acting to increase his retirement benefits by more than $50m.
Each year, he fixed a total amount of compensation for himself, with a certain amount paid and disclosed, and an additional amount unpaid and undisclosed, according to the agency.
The regulators said Ghosn and his subordinates concocted various ways of structuring payment of the undisclosed compensation after his retirement, including entering into secret contracts, backdating letters to grant him interests in Nissan’s long-term incentive plan, and changing the way his pension was calculated to generate more than $50m in additional benefits.
Steven Peikin, co-director of the SEC’s enforcement division, said in a statement: ‘Simply put, Nissan’s disclosures about Ghosn’s compensation were false. Through these disclosures, Nissan advanced Ghosn and Kelly’s deceptions and misled investors, including US investors.’
Carlos Ghosn is pictured, centre, in a photo taken on May 23, 2019 as he arrived at Tokyo District Court for a pre-trial meeting. Credit: Ren Onuma/Kyodo News via AP