Carlos Ghosn, Nissan, and the need for stronger corporate governance in Japan – Robert Pozen

MIT Sloan Senior Lecturer Robert Pozen

Robert Pozen, Senior Lecturer, MIT Sloan School of Management

From Harvard Business Review

Carlos Ghosn was widely recognized as a hero in Japan for turning around Nissan when it was on the brink of bankruptcy in 1999. Things couldn’t look more different today. Ghosn was recently arrested for financial misconduct, fired from his position as Nissan’s board chairman, and criticized by Nissan’s Japanese CEO for accumulating too much power.  Without Ghosn, the Nissan-Renault alliance is likely to falter — leaving two small auto manufacturers without competitive economies of scale.

Ghosn’s swift downfall comes as a result of a Japanese criminal case against him for causing Nissan to make incomplete securities disclosures about his deferred compensation. These disclosure problems are rooted in the company’s weak governance procedures, and they offer a lesson to investors in Japan’s other listed companies about the need for much stronger governance protections than those brought about by recent Japanese reforms.

The heart of the legal controversy is whether Nissan violated Japan’s securities laws by not including Ghosn’s deferred compensation in its annual reports over the last eight years. Under Ghosn’s deferred compensation arrangement, he would receive substantial payments from Nissan after his retirement – the equivalent of $44 million. Such payments were not taxable when this arrangement was made, but would become taxable when Ghosn actually received them.

Since 2009, all Japanese listed companies have been required to disclose in their annual reports an executive’s compensation if it exceeded 100 million yen – the equivalent of $800,000.  This rule was pushed through by the new head of Japan’s Financial Services Agency, an outspoken critic of the high pay awarded to corporate executives.

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Why long-tenured CEOs fail? The case of Nissan – Egor Matveyev

Visiting Assistant Professor of Finance, Egor Matveyev

From Nikkei Business Online

When is it time to get a new CEO? This is the question that every board of directors asks – or at least has to ask – itself every year when evaluating performance of their CEOs. While we know that CEOs get fired for really bad performance, most of the time performance is not bad enough to justify such a drastic measure. On top of that, what are the guarantees that the new CEO will be any better? Therefore, the default choice is to stick with the current CEO.

If we could identify who is a good CEO and who is a bad one, then replacement decisions would be easier. But in practice, it is a very difficult task. In my recent work with co-authors, we tried to address this question. We use state-of-the-art methodology and a large sample of CEOs to identify who is good and who is bad. Of all possible predictors of CEO quality, three factors emerged to have the strongest predictive power. These factors are CEOs’ age, tenure, and founder status. In our study, we define young CEOs as those whose age is below 58 and old CEOs as those whose age is above 65. Short-tenured CEOs are those who have been in the office for less than 8 years, and long-tenured – above 18 years. (These cutoffs – 58 and 65 for age, and 8 and 18 for tenure – are tercile breakpoints for age and tenure in our sample.)

We find that young CEOs tend to be good on average. They account for more than 4% of the market value of their firms. This means that if they leave, firm value drops by 4% on average. On the other hand, old and long-tenured CEOs tend to be bad. They destroy more than 3% of firm value, which means when they leave, firm value rises by as much as 3%. Among founder-CEOs, the age and tenure effects are even stronger. Young founders account for almost 9% of firm value, while old and long-tenured founders destroy more than 5%. These differences are striking. Our study is the first one to document such strong and heterogeneous age and tenure effects.

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