Nissan Motor | 2016

For the second year, Etica Sgr voted at Nissan Motor’s annual shareholders’ meeting, held on June 22nd, 2016. Nissan, which is part of the Renault Group, is the second biggest automaker in Japan behind Toyota Motor.

Etica Sgr voted in favor of the first agenda item presented to shareholders, which concerned the appropriation of retained earnings and the distribution of a year-end dividend amounting to 21 JPY. The company had already distributed an interim dividend of 21 JPY during 2015, which meant that the total year-end payout ratio was 33.6%: this is in conformity with paragraph 1.7 of Etica Sgr’s Guidelines on Active Shareholder Engagement, and consistent with improvement in the main economic and financial performance indicators.

In reference to the re-election of Mr. Andoh Shigetoshi to the Board of Statutory Auditors, Etica Sgr decided to abstain. Although the company presented the candidate as independent, in the past he held important executive positions in a Japanese bank (Sanwa Bank) that belongs to the Bank of Tokyo-Mitsubishi UFJ, which is Nissan Motor’s second biggest lender.

In accordance with paragraphs 1.1, 1.2 and 1.3 of its Guidelines on Active Shareholder Engagement, and considering that the “independence” requirement was not met, Etica Sgr was not able to vote in favor of this resolution.

As for the last agenda item, which concerned the payment of annual bonuses to the 4 members of the Board of Statutory Auditors, Etica Sgr was pleased that Nissan Motor had chosen to submit Auditor remuneration for shareholder approval even though Japanese law does not require it to do so. Nevertheless, Etica Sgr voted against this resolution, not only because it went against paragraph 1.6 of its Guidelines on Active Shareholder Engagement, but also because there was a lack of underlying performance indicators that could justify the significant increase in remuneration compared to that paid in 2015.

Lastly, in keeping with its voting rationale, Etica Sgr has made an effort to start a dialogue with Nissan Motor on the issues of independence and the presence of women on the Board of Directors. Additional engagement issues that will be brought up with Nissan Motor include product innovation (car batteries, Internet of Things), carbon dioxide emissions, supply chain management (especially as concerns conflict minerals), product safety, and issues related to fiscal transparency.