Renault’s Bolloré Called Foul on Nissan’s Ghosn Probe Days Before Ouster
Boardroom clash highlights how secret moves by executives last year are still disrupting management
Three days before he lost his job in October, then- Renault SA RNO 1.38% chief Thierry Bolloré demanded an independent audit of Nissan Motor Co. NSANY 0.26% ’s investigation into former Chairman Carlos Ghosn, citing concerns the probe was tainted by conflicts of interest, according to a letter by Mr. Bolloré.
Nissan rejected the demand, accusing Mr. Bolloré of being a Ghosn sympathizer. The boardroom clash pointed to how secret moves by the Japanese car maker’s executives last year that resulted in Mr. Ghosn’s arrest are still disrupting management.
At a Nissan board meeting on Oct. 8, Mr. Bolloré read out a letter in which he said he was moved to act after reading articles in The Wall Street Journal that highlighted concerns about the Ghosn investigation raised by Nissan’s general counsel and former audit chief.
“To my astonishment, none of these problems has been raised to my attention by Nissan’s management or governance bodies,” Mr. Bolloré said in the letter, which was viewed by the Journal. He said he learned of the complaints “only through an article in The Wall Street Journal.”
He called for “the formal launch of an external, fully independent audit” of the Nissan investigation “and more broadly of any conflict of interest.”
Later that week, Mr. Bolloré was fired as Renault chief executive officer. The next month, he also gave up the Nissan board seat he had also held as part of the global alliance between the French and Japanese auto makers.
A Nissan spokeswoman said Monday: “Nissan was and remains satisfied that its internal investigation was properly conducted.”
In a letter of response to Mr. Bolloré, excerpts of which were viewed by the Journal, Nissan said it wouldn’t “investigate the investigation.” It said the former Renault chief’s letter included inaccurate information and “read like allegations that one would expect to be made by a representative of Mr. Ghosn.”
Nissan’s letter to Mr. Bolloré said its investigation “greatly benefited” both auto makers in part because the findings enabled Nissan to cancel nearly $200 million in payments to which Mr. Ghosn may otherwise have been entitled.
Mr. Ghosn, who was arrested in November 2018, is living in Tokyo and awaiting trial on charges of financial wrongdoing. He says he is innocent of all the charges.
The Bolloré letter casts new light on the Renault CEO’s ouster. He was removed in part because of his increasingly rocky relationship with Nissan, which was threatening the viability of the 20-year-old partnership, say people familiar with the Renault board proceedings.
In addition to prompting a backlash at Nissan, Mr. Bolloré’s actions also peeved Renault Chairman Jean-Dominique Senard, according to a person close to Renault. “Mr. Senard was aware, but didn’t approve of the letter being read at the board meeting,” said the person.
The reading of the letter came before the board’s discussion of Nissan’s next CEO at the same meeting, which involved some diplomacy by Mr. Senard, people close to Renault said.
Mr. Bolloré disputed that he acted out of turn, saying that the statements he made to Nissan’s board were decided together with Mr. Senard and had been prepared by Renault and its consultants.
“By mutual agreement with Jean-Dominique Senard, it was decided that I would speak for the directors who represented Renault on the Nissan Board of Directors, by reading this document emanating from Renault,” Mr. Bolloré said Monday.
In the letter, Mr. Bolloré took particular aim at the roles of Hari Nada, a Nissan executive who oversaw legal and compliance issues, and Latham & Watkins, the law firm hired by Nissan to conduct its investigation.
Mr. Bolloré questioned why Mr. Nada retained his roles at Nissan despite being one of the Nissan executives who brought allegations against Mr. Ghosn to prosecutors. Mr. Nada had knowledge of alleged wrongdoing by Mr. Ghosn and signed an agreement to cooperate with prosecutors in return for not being charged. Mr. Bolloré said the board needed to “take immediate steps” to ensure that Mr. Nada would “no longer be involved in any way in the misconduct matters.”
At the board meeting where Mr. Bolloré read his letter, directors decided to remove Mr. Nada from his role overseeing legal affairs. But in its later response to Mr. Bolloré, Nissan rejected the suggestion that harsher measures were required, using language in defense of Mr. Nada that hasn’t been previously disclosed.
“Mr. Nada is a whistleblower who has made various protected disclosures,” the Nissan letter said. “The actions proposed by Renault would not be appropriate or legal.”
Regarding Latham & Watkins, Mr. Bolloré said the law firm conducted its investigation “despite multiple, clear conflicts of interests” because it had earlier given advice to Nissan about some of the issues being examined.
“There is no basis to suggest that Latham’s previous advice to the company has compromised the investigation’s findings in any way,” Nissan wrote in its response. The potential for conflicts of interest was raised and vetted at Nissan, and the firm took steps to remove conflicts by using lawyers who had no prior dealings with Nissan, the company said.
Latham has defended its role in the investigation, saying it was regularly vetted by Nissan management. Latham representatives didn’t respond to requests for comment Monday.
Nissan has said it needs to refocus on its business, where sales and profit are falling and 12,500 job cuts are planned. But the legal fallout from Mr. Ghosn’s arrest has preoccupied management, say people involved in the discussions.
The Nissan reply to Mr. Bolloré dominated the attention of senior Nissan executives and lawyers for weeks, said one of the people. At Nissan’s last board meeting in November, where directors were planning for the Dec. 1 installation of a new CEO and top management team, most of the discussion dealt with legal issues, said people familiar with the meeting.
One person close to the board said the lesson of the Bolloré clash was the need for more transparency between Nissan management and directors. “We must put everything on the table to move past these issues,” this person said. “We just don’t want everything in the press.”