The Dutch structure of Renault Nissan, a "black box" within the Alliance

The arrest in Japan of Carlos Ghosn forces the Renault Nissan alliance to question the remuneration practices of its leaders. The questions relate primarily to RNBV, an entity based in the Netherlands.

► What does Renault's investigations reveal since the arrest of Carlos Ghosn?

In a statement of January 10, Renault ensures that the remuneration of 2017 and 2018 of the eight main directors of the company, are " comply To the group's ethical charter. This is the result of an internal investigation launched a few days after the arrest of Carlos Ghosn in Tokyo. He is suspected by the Japanese courts of not having declared all his income to the stock market authorities. In mid-December, Renault had already claimed to have found nothing wrong with the remunerations of Carlos Ghosn paid between 2015 and 2018.

Carlos Ghosn in the meanders of the Japanese judicial system

However, on January 11, Reuters unveiled a suspicious transaction. The press agency reports that one of Carlos Ghosn's followers has received exceptional pay. Mouna Sepehri, Renault's managing director and head of legal affairs and communications for Carlos Ghosn, reportedly received € 500,000 between 2013 and 2016 via Renault Nissan BV (RNBV), a Dutch-based alliance structure. . The board of directors was not informed of this compensation.

In a statement, Renault denounces a " blame that fits into a deliberately orchestrated destabilization campaign ". But these revelations draw attention to the Dutch society that is at the heart of the Alliance between the two groups.

► What is the role of RNBV?

This structure is responsible for organizing cooperation between the two groups. After Nissan's recovery in 2001, Renault decided to install the Alliance's headquarters in the Netherlands. RNBV is equally owned by Renault and Nissan, and is not publicly traded. Why the Netherlands? Official answer: " Because this country is neutral and does not show a preference between France and Japan, explained in 2014 Mia Nielsen, spokesperson for the Alliance. And it diminished the role of RNBV : "It's a small office that hosts international meetings of group leaders. "

Over time, Renault and Nissan have however delegated more and more power to RNBV, under an agreement renewed in 2012 and still running. This structure validates the strategic plans of the two groups, pools some of the purchases and ensures that the plants can produce either Renault or Nissan indifferently.

Carlos Ghosn arrested, Renault Nissan alliance is put to the test

" The creation of RNBV had raised many questions in the stock market "Recalls Pierre Alanche, former employee director of Renault, in an article he published in the journal Renault History in April 2017. He says that shortly after the introduction of RNBV, he received a call from Colette Neuville, head of the association of minority shareholders.

"The structuring of the Alliance left her perplexed. She slipped me: "You should inquire about what was planned as remuneration of officials of the GVR, it would surprise me that they did not put a ladle!" he wrote. And in fact, " A ladle was well planned, revealed by the annual reports from 2002 ". But the information has gradually disappeared, over the years, annual reports published by Renault.

► Are we going to an investigation within the RNBV?

As the days go by, the idea is that RNBV has become a "black box". This is the expression used by the CGT Renault, in a statement of January 10. The center wonders about the taxation applied to Renault managers and " on the remuneration they receive from RNBV ". And she asks: "Management will sooner or later have to be transparent about these issues as well. "

As early as January 6, the Minister of Economy Bruno Le Maire had asked Renault management to explain compensation that would have been paid to senior executives of the company through this Dutch entity. "I want to know who these payments were paid for, if they were declared, if they correspond to a service rendered ... The minister said.

It is therefore very likely that Renault will have to accept an independent audit of the activities of RNBV. The company had mandated the former prefect, Claude Baland, to check the remuneration of senior executives of the French manufacturer. Already, Renault and Nissan lawyers are in discussion to launch a similar survey on compensation practices within the RNBV.

Romane Ganneval