TOKYO – Nissan has opened an investigation into claims by a senior adviser that CEO Makoto Uchida monitored his deputy Ashwani Gupta, four people with direct knowledge of the matter said.
The surveillance allegations, first reported by the Financial Times, were made by Hari Nada, 58, a senior adviser at Nissan, in a letter dated April 19 to independent directors on the Japanese automaker’s board.
Portal, which reviewed the letter, is the first to reveal its specific details. They relate to the surveillance allegations, a sharp split in management over the relationship between Nissan and Renault and concerns about intellectual property transfers to the French carmaker.
In the letter, Nada said Uchida had been conducting surveillance for a long period of time. Nada said it was an attempt to gain influence to sack a senior executive and board member, which the Nissan boss saw as an obstacle to finalizing a new deal with alliance partner Renault.
Gupta, who was appointed chief operating officer in 2019, had questioned the terms of the revised agreement Uchida wants to strike with Renault, according to Nada’s letter and the four people familiar with the matter.
When asked for comment on the surveillance investigation, Nissan said in response to Portal: “Independent third parties have been engaged to verify facts and take appropriate action.”
Nissan declined any further comment on this story.
Portal was unable to determine who was conducting the investigation for Nissan. It started in late May, said a person with direct knowledge of the matter.
In the letter, Nada did not elaborate on how he knew about Gupta’s alleged surveillance. Portal could not independently confirm that surveillance took place.
allegation of harassment
Under Japanese law, a company can monitor communications on company phones and computers and investigate an employee’s behavior outside of work to protect its business interests, said Akira Takeuchi, a lawyer and certified fraud investigator in Tokyo.
“In other cases, actions taken outside of the company could be considered private and the investigations there could be considered excessive,” he said, stressing that he was speaking in general terms and not about Nissan.
Gupta and Nada did not comment on requests from Portal. Nissan declined to make Uchida, his board members or other recipients of Nada’s letter available for comment.
Other recipients included Nissan’s Chief Human Resources Officer, Global General Counsel and Intellectual Property Director.
Nissan said on May 12 that 52-year-old Gupta, widely considered a candidate for the position of chief executive officer, would not be reappointed to the board when his term expires.
Nissan announced last week that Gupta had decided to leave the company on June 27, the day of the automaker’s annual shareholder meeting, to pursue other opportunities.
Nada said in the letter that Nissan reviewed the allegations about Gupta’s behavior during the week of April 10 and that he had been asked to resign. He said he understood that Japanese law firm Anderson Mori & Tomotsune had launched an investigation into the allegations against Gupta.
Three sources with direct knowledge of the matter said the investigation relates to allegations of harassment of Gupta by a female employee. The allegation was made in March and the investigation was ongoing at the time Gupta’s resignation was announced, one person said.
Portal was unable to independently confirm the nature of the harassment complaint or any findings of the investigation.
Anderson Mori & Tomotsune declined to comment.
NISSAN SHARE
The previously unreleased details of the letter underscore that Nissan remains at odds over its ties to Renault five years after the arrest of former Nissan CEO Carlos Ghosn for allegedly concealing his earnings and other financial allegations.
Sent by Renault to turn around Nissan in 1999 after the French company bailed out the company, Ghosn became the driving force behind a strategic alliance formed later that year, in which the two companies took over each other’s shares.
Most recently, after months of tense talks, Nissan and Renault announced new partnership terms in February, according to which the Japanese automaker would take up to a 15 percent stake in Ampere, an electric vehicle division that Renault is spinning off, and Renault would reduce its 43 percent stake in Nissan .
The automakers aimed to have a final deal approved by their boards by mid-year, but that goal has been pushed back to late 2023, two people with knowledge of the talks said.
Senior executives at the French automaker, such as CEO Jean-Dominique Senard and CEO Luca de Meo, have viewed Gupta as a slowdown or blocker of the deal, a person familiar with Renault’s position said.
A Renault spokesman declined to comment and said both executives declined to comment.
Nada said in his April letter that he believed Nissan boss Uchida had exceeded his authority by making concessions and commitments in so-called backroom deals with de Meo. Nada cited two cases, each involving Nissan intellectual property provisions.
A Renault spokesman declined to comment and said de Meo also declined to comment.
Everything that Uchida discussed with his Renault colleague will be reviewed by the Nissan board of directors with the involvement of the governing bodies, said a person with knowledge of the deliberations.
ANTI-RENAULT
In his letter, Nada also criticized Uchida for pushing the decision to buy a stake in Ampere without a strategic rationale and called for an independent financial advisor to review the deal.
Portal could not determine whether directors complied with Nada’s request for a review.
Nada’s letter marks the second time he has taken issue with Nissan’s top boss about the Japanese automaker’s dealings with Renault.
Ghosn had been considering a full merger of the companies prior to his arrest in 2018. After fleeing to Lebanon to avoid a trial in Japan, he repeatedly described the case against him as a coup by Nissan executives, including Nada, alarmed by the prospect of a merger.
Nada, who in turn had cooperated with prosecutors to avoid prosecution in the Ghosn case, testified in the related indictment against former Nissan CEO Greg Kelly that he believed a merger with Renault had to be stopped to protect Nissan’s interests.
Nada serves on two executive committees established by Nissan in 2019 as part of a post-Ghosn governance reform. In his letter, he said that one of those committees tried to develop a rationale for Nissan’s agreed Ampere investment, but failed to come up with anything credible.
Portal was unable to independently confirm Nada’s characterization of the Ampere investment rating.
Gupta’s sudden removal would serve as a warning to others perceived as difficult or anti-Renault, Nada also wrote.