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Opinion

The real lessons of Carlos Ghosn's downfall

As well as pillorying the disgraced boss, Japan Inc. should look at itself

Garlos Ghosn's downfall is another embarrassment for Japan's corporate governance.   © IP3/Getty Images

The Carlos Ghosn scandal concerns far more than one larger-than-life boss and the "serious misconduct" allegedly involved in reporting his oversized pay.

The affair raises questions about Renault, Nissan Motor and Mitsubishi Motors, the international triple alliance he headed, and about the state of corporate Japan.

The stunning downfall of the flamboyant Ghosn, who inspired a manga series, has set off a leadership crisis at what is, collectively, the globe's largest carmaker, which employs more than 470,000 people in almost 200 countries.

The crucial issue now is: whither the alliance? Ghosn inhabits a rarefied realm with the likes of the late Steve Jobs and Japanese billionaire Masayoshi Son: he personifies key-man risk. The 64-year-old globe-trotting Brazilian-born, Lebanese-raised Frenchman ran the globe's most challenging vehicle-making alliance rather skillfully for almost two decades.

His fabled "Le Cost Killer" ethos saved Nissan from near-collapse. When he took the wheel in 1999, local media scoffed at the idea of a then-45-year-old foreigner turning around a company with a debt load approaching $40 billion.

Nissan's return to profitability gave Ghosn unmatched clout In Japan Inc. circles. It also enabled him to maintain the idea everything was rosy at the group, even when it wasn't.

That spin fell to earth Monday, when Ghosn's protege turned on him. Less than 18 months into his term as Nissan CEO, Hiroto Saikawa slammed Ghosn in a nakedly personal assault . Facing the press, Saikawa talked of "eliminating the negative aspects" of Ghosn's "long regime." Saikawa railed against "the concentration of power in one individual."

Granted, this story is still unfolding. Neither Ghosn nor fellow director Greg Kelly, who faces similar allegations, have commented publicly. Nor are we sure what the internal whistleblower behind the accusations has unearthed.

The most important thing is ensuring the alliance survives and thrives, with the central question being who replaces Ghosn. As chairman of all three companies he has done more to keep the alliance together than all the group's cross-shareholdings.

Recreating a visionary who had the energy and skill to revive Renault, save Nissan, raise Mitsubishi's fortunes and get three proud teams to share technologies will not be easy.

It is unlikely that Nissan brass will fancy another foreign boss. Renault shareholders, headed by the French state, may oppose a Japanese. Mitsubishi chiefs, holding the weakest hand, may have to accept what they are given, but their presence won't make the negotiations any easier.

Yet shareholders deserve the best person for the job, Japanese or not. Cross-alliance cooperation will be crucial to making Renault-Nissan-Mitsubishi greater than the sum of its parts. Executives from Paris to Yokohama and Tokyo should resist the urge to initiate divorce proceedings. That would leave all three, Mitsubishi especially, seeking new partners anyway.

Along with Ghosn's alleged imperiousness, Saikawa complained that the domestic Japanese market has been undervalued by the Renault-Nissan partnership. Some product decisions, he claimed, were made without adequate consultation with Japanese executives. All points worthy of consideration as the alliance plots the next course.

The instinct maybe to recoil and cooperate less. But with China making better and better cars, U.S. President Donald Trump blowing up global trade flows, millennials bored with cars, and the electric motor transforming the industry, there is no time for siloed theatrics.

This is yet also another embarrassing reality check for Japan's corporate governance. Nissan was among the parade of icons caught falsifying car exhaust emissions data this year (Mitsubishi faced a similar scandal in 2016). Those fudging pre-shipment inspections included rivals Mazda Motor, Suzuki Motor, Yamaha Motor and Subaru.

Allegations that Ghosn fudged his compensation and misused company assets and expenses raise fresh questions about Nissan's corporate controls.

Shareholders deserve to know how Ghosn and Kelly allegedly managed to distort compensation figures for more than five years. What was the company board doing when it should have been supervising its larger-than-life chairman? How strong were the independent directors, who include race car driver Keiko Ihara?

Questions should be asked, too, about Nissan's professional advisers, not least auditor Ernst & Young ShinNihon, which was also responsible for checking the books at two other Japanese companies involved in financial scandals -- Olympus and Toshiba. (It was cleared of blame at Olympus but fined over Toshiba).

This drama comes at an awkward moment for Prime Minister Shinzo Abe's reform push, which enters its sixth year next month. Tighter corporate governance and better returns on equity have long been touted as Abenomics' greatest successes.

Finally, there is the matter of Japan-style corporate compensation. The average Japanese CEO makes less than $1 million per year versus more than $10 million in the U.S., according to Bloomberg data. Only about 20% of Japanese pay packages comprise long-term incentives, compared to 30% in Germany and more than 70% in the U.S.

According to securities filings, Ghosn earned 735 million yen ($6.52 million) from Nissan, 227 million yen from Mitsubishi, and 7.4 million euros ($8.5 million) from Renault in fiscal 2017. At around $17 million, that is plenty more than even the U.S. average.

But perhaps a chieftain of Ghosn's renown felt he was anything but average. He may also have been irritated by the fact that the French state, which owns 15% of Renault, forced a cut in his Renault pay for political reasons.

But the gaps exposed in international CEO pay will not go away. If Japan wants the world's best, it must pay competitive rates.

Raising compensation could improve performance, boost return on equity and rekindle Japan's animal spirits by increasing incentives for risk-taking.

Tax tweaks could help boards better align the fortunes of executives with profits. One suggestion: make it easier for companies to grant blocks of restricted stock to top executives. As well as firing up Japanese managers, it might help Japan woo more foreigners to help overcome the groupthink stymying Abenomics.

But larger rewards must go with greater scrutiny and bigger penalties for failure. No more coasting along for Japanese bosses. The tough standards that are -- finally -- being applied to Ghosn must also apply to others.

William Pesek is an award-winning Tokyo-based journalist and author of "Japanization: What the World Can Learn from Japan's Lost Decades." He was given the 2018 prize for excellence in opinion writing by the Society of Publishers in Asia, for his work for the Nikkei Asian Review.

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