nissan corporate governan ce overviewgovernan ce overview our vision, mission, and values 4 as a...

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N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

2

Our vision, mission, and values

Our Vision and MissionTABLE OF CONTENTS

Corporate governance enhancement

Shareholder rights and engagements

Board of Directors

Executive officers

Internal control

Corporate rules and regulations

Note: Information in these slides is current as of the end of FY2019 but there are some exceptions. Please refer to notes in each slide.

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N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

Our vision, mission, and values

4

As a company worthy of trust, Nissan provides unique and

innovative automotive products and services that deliver

superior measurable values to all stakeholders.

*Our stakeholders include customers, shareholders, employers, dealers and suppliers, as well as the communities where we work and operate.

Nissan: Enriching People’s Lives

Nissan has a clear vision for the future, and − with our Alliance partners, Renault and Mitsubishi − we are working with passion to achieve it. Our mission is to enrich people’s lives, building trust with our employees, customers, dealers, partners, shareholders and the world at large.

VISION

Our Vision and MissionVision and mission

MISSION

(As of the end of March 2020)

5

Our Vision and MissionNew Nissan Way

‘The power comes from inside’

Always think of the customer

Show facts, face reality

Be accountable, act proactively

Think outside the box

Respect others, respect society

NISSANWAY


6

N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

Corporate governance enhancement

7

Governance structure transformation

Before June 25, 2019 From June 25, 2019

Supervision + Execution

1. Separation of management function and supervisory function 3. Transparency of decision-making process

4. Speedy and flexible business execution2. Increased independence of Board of Directors

Key focuses of the new governance structure

Nissan transitioned to a company with three statutory committees on June 25, 2019, by establishing a Nomination Committee, a Compensation Committee and an Audit Committee.

Superv

isio

nExecution

Execution

Superv

isio

n

Board of Statutory Auditors

Board of Directors

Corporate officerswith limited delegation of authority

Majority isnon-independent

Chair isnon-independent

Majority is independent

Chair is independent

Board of Directors

Executive officers and corporate officerswith more delegated authorities, focusing on business execution and operation

NominationCommittee

CompensationCommittee

AuditCommittee

Majority of each committee is independent Each committee’s chair is independent

Clear separation

Unclear separation;Board acts on both sides


8

Nissan corporate structure

Execution

Executive Committee, Executive Officers

Report/ proposal, etc.

Delegation

Representative Executive Officer

Monitoring

Supervision

Shareholders meeting

Accounting Auditor

Nomination Committee Compensation Committee

Determine compensation

Supervise

Appointment/dismissal of directors

Audit/ report

Accounting audit report

Board of Directors office

Global InternalAudit Office

ReportSecretariat for Board of Directors

and committees Audit

Audit

Coordinate

Appoint/ dismissal

Make proposal to appoint/dismiss representative

executive officer

Determine committee members

Delegation, (appointment/dismissal of representative executive officer/executive officer)

Determine compensation(Representative executive officer/executive officer)

Make proposal to appoint/dismiss directors

Management committee, each function, group companies

Make proposal to appoint/dismiss

accounting auditor

Report

Report/ submit

Audit Committee

Board of Directors

Internal Control Committee


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Basic concept of corporate governance

Prioritize corporate governance as a managerial task

Through the supervision, oversight, and auditing by the Board of Directorsand other corporate bodies, we will ensure the effectiveness of ourstructure related to internal controls, compliance and risk management.Officers and employees, including executive officers, will sincerely respondto the supervision, oversight and auditing contemplated hereby.

In order to create unique and innovative automotive products and services,and deliver superior measurable value to all stakeholders, we will pursuethe vision of “Enriching people’s lives” as a company that is trusted bysociety. We will address improvement of corporate governance as one ofour most prioritized managerial tasks.

Conduct business while considering social responsibility

We will conduct our business while considering society’s expectations andour social responsibilities and devote ourselves to the development of asustainable society by aiming for sustainable growth of our business.

We will select, as our corporation form, a company with three statutorycommittees, which can clearly separate management functions andsupervisory, oversight and auditing functions. As such, we will improvethe transparency of the decision-making process and also conduct swiftand agile business execution.

Separate management function and supervisory function

Ensure effectiveness of internal control and risk management

Nissan states its basic corporate governance concepts in the company’s Corporate Governance Guidelines


10

Major enhancements of corporate governance Nissan has been drastically and extensively enhancing corporate governance across all functions

Board

Corporate

Organization

Groupgovernance

Compensation

Compliance

Ethics

Accounting

Rules,guidelines

• Establishment of the Special Committee for Improving Governance Execution and implementation of 38 proposals for improvement outlined in the report from the committee

• Transition to a company with three statutory committees.

• Enhancement of structure and function of the Board of Directors; i.e. strengthening independence and diversity

• Establishment and/or revision of board-related guidelines such as director independence standards and director conflict of interest resolution policy.

• Establishment of periodic pre-board meetings in the aim of fruitful discussion at the Board of Directors’ meeting

• Reorganization of CEO Office, revision of corporate officers in charge and reporting lines

• Inspection of actual operation and practices for decision-making processes by the Accounting Department

• Launch of corporate governance guidelines• Establishment and/or revision of rules and regulations of the Board

of Directors, committees, and any other related corporate rules and regulations

• Revision of authority delegation standards, and companywide implementation through operation training

• Forbid receipt of compensation from subsidiaries and affiliated companies without prior approval of the Board of Directors, control and supervision of money remittance from subsidiaries and affiliated companies

• Development of information-sharing processes for establishment of companies between the Board of Directors, Executive Committee and the Accounting Department

• Revision of the Nissan Way• Revision of mission statement• Communication and implementation of educational workshops on

the above to deepen employees’ understanding

• Abolishment of granting authority of representative directors to determine compensation of other directors

• Enhancement of supervising structure for appropriate disclosure of executive compensation, including additional disclosure of benefits from SAR

• Enhancement of supervising structure for appropriate accounting process for executive compensation; i.e. matching accounting data with compensation statement

• Abolishment of CEO reserve.• Ensuring transparency of expense management in all departments

including the secretariat

• Drastic enhancement of the whistleblower system• Continuous and regular implementation of training programs for

code of conduct and compliance for board members and corporate officers.

• Introduction of transparent processes in assigning new directors and representative executive officers

• Discussing CEO succession plan and developing talent pool

Nomination


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N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

Corporate rules and regulations

12 12

Decision body

General Shareholders Meeting

EC and below

Board of Directors

Rules, regulations and guidelines

Corporate rules and regulations Structure

Articles of Incorporation

Corporate Governance Guidelines

Regulations of the Board of Directors

Basic Policy on Internal Control

Nomination Committee Regulation

CompensationCommittee Regulation

AuditCommittee Regulation

Director Conflict of Interests

Resolution Policy

Director Independence

Standards

Delegation of Authority

and others

Rules and regulations for execution / operation

Newly established (FY2019)Aiming for a more robust and organized governance structure, Nissan has revised, enhanced and newly established corporate rules, regulations and guidelines.


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Summary of Articles of Incorporation

13

ArticleChapter

II)Shares

I)General Provisions

⁃ Trade name⁃ Objectives⁃ Location of head office, etc.

⁃ Total number of shares authorized to be issued by the company⁃ Acquisition of own shares⁃ Number of shares constituting one unit, etc.

III)General Meeting of

Shareholders

⁃ Convocation⁃ Chair of General Meeting of Shareholders⁃ Resolution of General Meetings of Shareholders, etc.

IV)Directors and Board of

Directors

⁃ Number and manner of election⁃ Board Chair and Vice Board Chair⁃ Convocation and Chair of Meetings of the Board of Directors , etc.

Chapter V)Nomination, Audit and

Compensation committee

⁃ Method of selection⁃ Regulation of each committee

Chapter VI)Executive Officers

⁃ Appointment and method of appointment⁃ Representative Executive Officer(s)

Chapter VII)Accounts

⁃ Record date for dividends⁃ Interim dividends⁃ Limitation period


14 14

Summary of Corporate Governance Guidelines

Summary/key points

Chapter IVDirectors, BOD

and three statutory

committees

• Majority of BOD and chair shall be independent outside directors• Majority of Nomination & Audit committee and chair shall be independent outside directors, and all directors of

Compensation committee shall be independent outside directors• Nomination committee considers diversity, expertise and experience to select the director candidates• BOD shall evaluate its effectiveness regularly with using third party evaluation institution• Form a BOD secretariat under BOD, organize the support system including the provision of information

Chapter IIRights of

shareholders

Chapter IIIAppropriate

cooperation w/ stakeholders

Chapter IGeneral

provisions

• Secure the rights and equal treatment of shareholders• Promptly offer and enhance the information related to GSM for appropriate exercise of voting rights• Cross-shareholding: Limit within extent considered reasonable for coordination & cooperative relationships• Capital policy: maintain sound balance sheet, return profits and stabilize the amount of dividends• Implement rules for related party transactions. Conflict of interest transactions require prior approval of BOD• Through the timely and appropriate disclosure of corporate information, conduct constructive dialogue with

shareholders and investors

• In accordance with the Vision and Mission Statement, address improvement of corporate governance as one of our most prioritized managerial tasks

• Contribute to the development of a sustainable society• Clearly separate operation and supervision/audit• Ensure the functioning structure related to internal control and compliance

• Respect for the right of all stakeholders and contributions to the development of a sustainable society• Acceleration, structure and information disclosure of the sustainability strategies• Respect and acceleration of diversity & inclusion• Environmental Initiatives: Environmental policy, Nissan Green Program, environmental governance and

information disclosure

Related regulation,report, etc.

• Corporate governance report

• Securities report• Sustainability report

• BOD regulation• Nomination, Compensation and Audit committee regulation


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N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW


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Securing the rights and equal treatment of shareholders


Ensure the substantial equality of shareholders and establish an environment where shareholder rights are appropriately exercised

General Meeting of Shareholders

Offer and provide useful information related to General Meetings of Shareholders promptly, so that shareholders can have sufficient time to consider and be able to appropriately exercise their voting rights

Capital policy

Adopt a capital policy that puts emphasis on improving capital efficiency, which leads to benefits for all shareholders and stakeholders. Regard shareholder return as one of our most important management policies

Cross-shareholding

Limit cross-shareholdings within the extent considered reasonable in order to construct, strengthen, and maintain such coordination and cooperative relationships. Evaluate continuously the appropriateness of cross-shareholdings.

Related-party transactions and conflicts of interest

Implement internal rules such that when the company contemplates entering into a transaction with any third party, including related parties such as directors and major shareholders of the company, the transaction shall be examined by the relevant departments or functions and shall be approved by an appropriate officer or employee.

Shareholder dialogue

Through the timely and appropriate disclosure of corporate information and continuous communication with the stakeholders, conduct a constructive dialogue and establish mutual trustworthy relationships with our shareholders and investors.

Highlights of shareholder rights

Q1

• The Extraordinary General Shareholders Meeting

• FY2018 full year financial results

• The 120th Annual General Shareholders Meeting

Q2

• FY2019 Q1 financial results

Q3

• FY2019 first half financial results

• Annual Report 2019 launch

Q4

• FY2019 Q3 financial results• The Extraordinary General

Shareholders Meeting

Major shareholder engagements in FY2019


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N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

Board of Directors

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Board of Directors

• The Board of Directors has primary responsibility to shareholders for the welfare of the company.

• The Board of Directors, led by the independent outside directors, decides the basic direction of management by taking a variety of perspectives into account and plays the role of supervising the executive directors.

Role of The Board of Directors

NominationCommittee

CompensationCommittee

AuditCommittee

Executive Officers

Corporate officers and other employees

SU

PERVIS

ING

RO

LE

EXECU

TIN

G R

OLE

SuperviseExecute& Report

Execute or delegate

Perform& report


Basic managementpolicy


Appointment/dismissal

Finance

Others

• Convocation• Agendas

• Appointment of board chair and representative executive officers

• Appointment/dismissal of executive officers

• Appointment of committee members

• Financial statement• Dividends

• Basic policy for internal control

• Midterm/annual business plan• Strategic/important alliances

Responsible

Roles of the Board of Directors

Major authorities of the Board of Directors


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Authority and role of committee

Nomination Compensation Audit

RESO

LU

TIO

N I

TEM

SAU

TH

ORIT

Y /

RO

LE

• To determine the content of the General Shareholders Meeting agenda concerning the appointment and dismissal of directors as provided for in the Corporate Law

• To determine the content of the Board of Directors meeting agenda concerning the appointment and dismissal of the Representative Executive Officer

• To formulate an appropriate succession plan regarding the president and CEO and review it at least once a year

• Proposal of elect/dismissal director candidates

• Proposal of elect/dismissal representative executive officer

• Succession plan for CEO

• Proposal of appointment/dismissal BOD chair and vice chair

• Proposal of appointment/dismissal committee chair and members

• Policies and systems regarding compensation for directors and executive officers (compensation principles, level and composition of compensation, base salary system, short/long-term system, benefits etc.)

• Specific amount or (in the case of non-cash compensation) specific content of compensation for each individual director and representative executive officer

• Specific amount or content of compensation for each individual executive officer

• To determine the policy on decisions on the content of the compensation for individual directors and executive officers, and the content of the compensation for individual directors and executive officers

• To determine the specific amount, or, in the case of non-cash compensation, the specific content of compensation, for each individual director and representative executive officer

• Annual audit reports to be submitted to shareholders meeting

• Audit policy/rules and annual audit plan/budget of the Audit Committee

• Proposal for shareholders meeting concerning the appointment/dismissal of external auditors

• Assignment of staff employees of Audit Committee secretariat

• Annual audit plan, budget and HC of Global Internal Audit Office, assignment and evaluation to the head of Global Internal Audit Office

• Filing of litigation against directors/executive officers

• To audit (monitor and supervise) executive officers’ business execution and directors’ performance of their duties.

• To make executive officers and employees/subsidiaries report on business execution and investigate the status of operation and financial conditions

• To seek injunctions against illegal acts of directors, executive officers and employees

• To produce annual audit reports

• To select/dismiss external auditors

• (Appointed Audit Committee member) to represent the company in any litigation brought against directors/executive officers


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Board of Directors

Masakazu ToyodaIndependent

outside director

Lead independent director

Chair of Nomination Committee

Member of Audit Committee

Jean-DominiqueSenardDirector

Vice-Chair of the Board of

Directors

Member of Nomination Committee


Yasushi KimuraIndependent

outside director

Chair of the Board of Directors



Keiko IharaIndependent

outside director

Chair of Compensation Committee


Motoo NagaiIndependent

outside director

Chair of Audit Committee


Member of Compensation

Committee

Bernard DelmasIndependent

outside director

Member of Compensation Committee

Andrew HouseIndependent

outside director


Jenifer RogersIndependent

outside director

Member of Compensation

Committee


Independent Non-independent

Ashwani GuptaDirector

Chief Operating Officer

Chief Performance Officer

Makoto UchidaDirector

President

Chief Executive Officer

Pierre FleuriotDirector


Hideyuki SakamotoDirector

Executive Vice President

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Profiles of board members

Director since June 2019

Nomination

Audit

Born: 1948

EducationMarch 1970: Keio University Faculty of Economics

Career profile• June 2019 outside director, Nissan / Senior corporate advisor, JXTG Holdings, Inc. / Outside director, INPEX CORPORATION • Jun 2018 Senior executive advisor, JXTG Holdings, Inc. • Apr 2017 Chairman, JXTG Holdings, Inc. • Jun 2014 Director, NIPPO Corporation / Vice Chairman, Japan Business Federation • Jun 2012 Chairman, JX Holdings, Inc. / Chairman, JX Nippon Oil & Energy Corporation •May 2012 Chairman, Petroleum Association of Japan • Jul 2010 President, JX Nippon Oil & Energy Corporation • Apr 2010 Director, JX Holdings, Inc. • Jun 2007 Director, senior vice president, Nippon Oil Corporation • Jun 2002 Director, Nippon Oil Corporation • Apr 1970 Joined Nippon Oil Corporation

Director since Apr 2019

Born: 1953

EducationGraduated from HEC business school (Hautes Etudes Commerciales)

Career profile•Apr 2019 Director, Nissan• Jan 2019 Chairman of the Board of Directors, Renault (Current Position) •May 2012 Chief Executive Officer, the Michelin Group •May 2011 Managing General Partner, the Michelin Group •May 2007 Managing Partner, the Michelin Group •Mar 2005 Chief Financial Officer, Michelin•Member of the Michelin Group Executive Council •Oct 1996 Chief Financial Officer, Pechiney / Member of its Group Executive Council

Nomination

Yasushi Kimura

Independent outside director

Chair of the Board of Directors

Jean-Dominique Senard

Director

Vice chair of the board of directors

Independent

Non-independent

Mr. Kimura has experience serving in top management in a key industry in Japan. He also has deep insight and wealth of experience in corporate management and leadership experience from the Japan Business Federation (Keidanren), and as chairman of the Petroleum Association of Japan.

Mr. Senard has considerable management experience. He has contributed to the development of the company business with its extensive and strong experience in the especially automotive industry and in the management of international groups.

Important positions at other companiesChairman of the Board of Directors of Renault

(As of June 25, 2019) (As of April 1, 2019)

22

Profiles of board membersIndependent

Non-independent

Director since Jun 2018

Nomination

Audit

Mr. Toyoda has held prominent positions including vice minister for international affairs of Ministry of International Trade and Industry (METI), and special advisor to the Cabinet Secretariat. He has extensive experience in economics, international trade, energy and the environment.

Important positions at other companies• Chairman and CEO of the Institute of

Energy Economics, Japan• Outside statutory auditor of Nitto

Denko Corporation• Outside director of Canon Electronics

Inc.

Born: 1949

Education• Jun 1979: Princeton University Woodrow Wilson School of Public and International Affairs (Master of Public Affairs) •Mar 1973: University of Tokyo Faculty of Law

Career profile• Jun 2018 Outside director, Nissan• Jun 2016 Outside director, Murata

Manufacturing Co., Ltd. • Mar 2015 Outside director, Canon

Electronics Inc. (to present) • Jun 2011 Outside statutory auditor, Nitto

Denko Corporation (to present) • Jul 2010 Chairman & CEO, the Institute

of Energy Economics, Japan (to present) • Nov 2008 Special Advisor to the Cabinet

on Asian Economy, Cabinet Secretariat • Aug 2008 Secretary general, Secretariat

of Strategic Headquarters for Space Policy, Cabinet Secretariat

• Jul 2007 Vice-minister for International Affairs, METI

• Jul 2006 Director general, Trade Policy Bureau, METI

• Aug 2003 Director general, Commerce and Information Policy Bureau, METI

• Apr 1973 Joined METI

Masakazu Toyoda


Lead independent outside director

Chair of Nomination Committee

Ms. Ihara has contributed to thedevelopment of the auto industry as an international female racing driver, supporting various global automakers with efforts including technology development and branding,infrastructure development for electric vehicles in Japan and MaaS (mobility as a service) research at Keio University’s graduate school/program. She also advises international organizations and publicly listed Japanese companies in the areas of governance, safety,environment and education.

Important positions at other companiesOutside director of SOFT99 Corporation


Nomination

Compensation

Born: 1973

EducationMar 1997 Hosei University Faculty of Economics

Career profile• Jun 2018 Outside director, Nissan• Jun 2016 Outside director, SOFT99 corporation (to present) • Sep 2015 Guest Associate Professor, Keio University Graduate School of Media Design (to present) • Jul 2015 Member of Japan House Advisory Board, Japan Ministry of Foreign Affairs • Apr 2015 Member of Industrial Structure Council (Development Committee for 2020 and Beyond), Japan Ministry of Economy, Trade and Industry• Apr 2013 Special guest associate professor, Keio University Graduate School of Media Design • Jan 2013 Asian representative for the Women in Motorsports Commission, Fédération Internationale de l’Automobile (FIA) / Female representative, the FIA Drivers Commission

Keiko Ihara


Chair of Compensation Committee

(As of June 25, 2019) (As of June 25, 2019)

23


Non-independent


Nomination

Audit

Compensation

Born: 1954

EducationMar 1977 Keio University Faculty of Law

Career Profile• Jun 2019 Outside director, Nissan / Outside director, Nisshin Seifun Group Inc. (to present)• Jun 2015 Outside director, Organo Corporation (to present) / Outside statutory auditor, Nisshin Seifun Group Inc. • Jun 2014 Outside statutory auditor, Nissan / Outside statutory auditor, Organo Corporation • Apr 2014 Advisor, Mizuho Trust & Banking Co., Ltd. • Jun 2011 Deputy president (executive officer and director), Mizuho Trust & Banking Co., Ltd. • Apr 2011 Deputy president (executive officer), Mizuho Trust & Banking Co., Ltd. • Apr 2007 Managing executive officer of Mizuho Corporate Bank, Ltd. • Apr 2005 Corporate officer, Mizuho Corporate Bank, Ltd. • Apr 1977 Joined the Industrial Bank of Japan Ltd.


Compensation

Born: 1954

Education•Mar 1979 Hautes Etudes Commerciales (MBA) • July 1977 Ecole Nationale Superieure des Mines (Master of Physics)

Career profile• Jun 2019 Outside director, Nissan• Feb 2018 Senior advisor, Michelin Group (to present) •Nov 2016 Chairman, Nihon Michelin Tire Co., Ltd. •Nov 2015 Chairman of the board, Nihon Michelin Tire Co., Ltd. • Jun 2015 Outside director, Ichikoh Industries, Ltd. (to present) •Oct 2009 Senior vice president, Michelin Group • Sep 2007 President and CEO, Nihon Michelin Tire Co., Ltd. / President and CEO, Michelin Korea Tire Co., Ltd. • Sep 1995 President, Michelin Research Asia •May 1979 Joined Michelin

Motoo Nagai Bernard Delmas


Chair of Audit Committee

Mr. Nagai has deep experience andperspective on risk management, gained through executive leadership positions at institutions including Mizuho Corporate Bank and Mizuho Trust & Banking Co. He has been a full-time statutory auditor since 2014 and has a wealth of management experience at Nissan. He is currently Nissan’s external auditor.

Important positions at other Companies•Outside director of Organo Corporation•Outside statutory auditor of Nisshin Seifun Group Inc.

Mr. Delmas has extensive international experience in the automotive industry with a focus on Asian markets and Japan. He is skilled in R&D, business planning and cross-functional team leadership. His experience at European owned companies brings diversity of perspective to Nissan.

Important positions at other companies•Outside director of Ichikoh Industries, Ltd.• Senior advisor, chairman of Nihon Michelin Tire Co., Ltd.



24


Non-independent


Nomination

Mr. House has international business management experience, and understanding of customer needs, consumer products and emerging technologies, through key roles at global companies. Having worked both inside and outside Japan, he has a very good cross-cultural perspective.

Born: 1965

EducationJun 1986 University of Oxford Faculty of English Language and Literature

Career Profile• Jun 2019 Outside director, Nissan•Oct 2018 Executive mentor, Merryck & Co., Ltd. (to present) • Apr 2018 Strategic advisor, Intelity (to present) •Oct 2017 Chairman, Sony Interactive Entertainment • Apr 2016 President and global CEO, Sony Interactive Entertainment • Sep 2011 Group executive, president and global CEO, Sony Computer Entertainment •Oct 2005 Group executive and chief marketing officer, Sony Corporation •Oct 1990 Joined Sony Corporation


Audit

Compensation

Born: 1963

Education•May 2006 Johns Hopkins University School of Advanced International Studies (Master of International Public Policy) •May 1988 Georgetown University Law Center (Doctor of Jurisprudence) •May 1985 Georgetown University Faculty of Science in Foreign Service

Career Profile• Jun 2019 Outside director, Nissan• Jun 2018 Outside director, Kawasaki Heavy Industries, Ltd. (to present) • Jun 2015 Outside director, Mitsui & Co., Ltd. (to present) •Nov 2012 General Counsel Asia, Asurion Japan Holdings G.K. (to present) • Jul 2006 Bank of America Merrill Lynch (Hong Kong) •Nov 2000 Merrill Lynch Europe Plc •Dec 1994 Merrill Lynch Japan Securities Co., Ltd. • Feb 1991 Industrial Bank of Japan Ltd. •Dec 1990 Registered as attorney at law admitted in New York • Sep 1989 Haight Gardner Poor & Havens

Andrew House Jenifer Rogers

Ms. Rogers has legal, compliance and risk management expertise. She comes with solid board experience at globally operating Japanese corporations, and experience as an in-house lawyer and head of a range of legal functions in international financial institutions. Her board presence brings important diversity to the Nissan board in terms of both gender, business experience andnationality.

Important Positions at Other Companies•General Counsel Asia of Asurion Japan Holdings G.K.•Outside Director of Mitsui & Co., Ltd.•Outside Director of Kawasaki Heavy Industries, Ltd.




25


Non-independent

Audit

Born: 1954

EducationSep 1975 Institut d’Études Politiques de Paris (Paris Institute of Political Studies)Jun 1981 École Nationale d’Administration (National School of Administration)

Career profile• Feb 2020 Director, Nissan Motor Co., Ltd. • Jan 2018 Lead independent director, Renault (to present) •Apr 2016 Chairman, PCF Conseil & Investissement (France) (to present) •Nov 2009 Chief executive officer, Credit Suisse France •Sep 1997 ABN AMRO France • Jan 1991 General manager, Commission des Opérations de Bourse •Sep 1985 Advisor to the chairman and head of market research, Commission des Opérations de Bourse • Jun 1981 Financial auditor, Inspecteur des finances

Born: 1966

EducationMar 1991 Doshisha University Faculty of Theology

Career Profile•Dec 2019 Representative executive officer, president and chief executive officer, Nissan•May 2019 Senior vice president, Nissan / Chairman of Management Committee for China, President, Dongfeng Motor Co, Ltd. •Apr 2019 Senior vice president, Nissan / Management Committee for China (MC China), President, Dongfeng Motor Co, Ltd. •Apr 2018 Senior vice president, Nissan Motor Co., Ltd. / President, Dongfeng Motor Co, Ltd. •Nov 2016 Corporate vice president, Alliance Purchasing, Nissan•Apr 2014 Program director, Nissan •Sep 2012 Renault Samsung Motors •Apr 2006 Manager, RNPO, Nissan •Oct 2003 Joined Nissan•Apr 1991 Nissho Iwai Corporation

Mr. Uchida has considerable management experience and hasserved in multiple roles at Nissan, Renault, and, more recently, as president of Dongfeng MotorCo., Ltd., Nissan’s joint venture in China.

Important positions at other companiesDirector of DFL

Pierre Fleuriot Makoto Uchida

Director since Feb 2020


Mr. Fleuriot provides the board with valuable insight based on his substantial risk management experience. Fleuriot has served as general manager of the French market authority (Commission des Opérations de Bourse), among otherprominent management roles in the banking sector, and is currently lead independent director of Renault.

Important positions at other companiesLead independent director of Renault

Director Director

(As of February 18, 2019) (As of February 18, 2019)

26


Non-independent


Born: 1970

Career profile•Dec 2019 Representative executive officer, chief operating officer/chief performance officer, Nissan• Jun 2019 Representative executive officer, COO •Apr 2019 COO, Mitsubishi Motors Corporation •Apr 2018 Alliance senior vice president, Alliance LCV Business, Renault-Nissan-Mitsubishi •Apr 2017 Alliance senior vice president, Alliance LCV Business, Renault-Nissan •Apr 2014 Vice president, LCV Business Unit, Renault S.A. •May 2011 Global program director, Datsun, Nissan•Sep 2009 Deputy general manager, Global Purchasing, Renault Nissan B.V. •May 2008 Global supplier account manager, Braking, Chassis Division, Renault Nissan Purchasing Organization S.A.S •Apr 2006 General manager, Purchasing, Renault India, Renault •Apr 1996 Commodity buyer, Honda Siel Cars India Ltd.


Born: 1956

Career Profile• Jun 2019 Executive officer, executive vice president MFG & SCM Operations• Jan 2018 Director, executive vice president MFG & SCM Operations• Jun 2014 Director, executive vice president Product Engineering•Apr 2014 Executive vice president, Product Engineering•Apr 2012 Senior vice president, Production Engineering Division•May 2009 Corporate vice president, Alliance Common Platform and Components•Apr 2008 Corporate vice president, Nissan PV Product Development Division No.1•Apr 2006 Chief vehicle engineer, Nissan PV Product Development Division No.1 •Apr 2005 Chief vehicle engineer, Vehicle Design Engineering Division No.3, Nissan•Apr 2003 Seconded to Nissan Technical Center North America, Inc. •Sep 2000 Seconded to Renault do Brazil S.A. • Jul 1998 Manager, Body Test Department, Vehicle Engineering Division, Nissan• Jul 1995 Seconded to Calsonic Corporation •Apr 1980 Joined Nissan

Ashwani Gupta Hideyuki Sakamoto

Mr. Gupta has an impressive breadthof experience from serving in multiple management roles within Nissan, Renault and Mitsubishi Motors.

EducationJun 1992 Jawaharlal Nehru Engineering College, India (Bachelor of Production and Industrial Engineering)

Mr. Sakamoto has extensive knowledge of both the company’s technology and manufacturing due to his experience in R&D and manufacturing. He has served as executive vice president of manufacturing and supply chain management operations since 2018.

Important positions at other companies• Chairman of Aichi Machine Industry Co., Ltd.• Chairman of JATCO Ltd.•Outside Director of Mitsubishi Motors

EducationMar 1980 Tokyo Institute of Technology Faculty of Engineering

DirectorDirector

(As of February 18, 2019) (As of February 18, 2019)

27

Board featuresHigh independent representation in board and committee composition

Nomination Audit

5 Nationalities

17% Female

Diversity of nationality and gender

• Majority of Board of Directors are independent outside directors.

• Majority of Nomination Committee and Audit Committee, and all members of Compensation Committee, are independent outside directors.

• All chairs of the Board of Directors and three committees are independent outside directors.

Chair

Chair Chair Chair

5 out of 6 4 out of 4 4 out of 5

Compensation

7 out of 12 are independent directors

Board of Directors

Committee

Non-independentIndependent

2

10

Male

Female

Gender

Nationality


28

Director independence standards

To ensure high independent representation on the Board of Directors, Nissan strictly defines the qualification of independent directors. They must not fall into any of the following categories:

Important: All items stated above are summaries of the full qualifications as defined in Nissan Director Independent Standards. For more details for each category, please visit the Nissan website for Nissan Director Independent Standards; https://www.nissan-global.com/PDF/190625-02_02_EN.pdf

Prohibited categories

1

2

3

4

5

6

7

8

9

10

11

12

13

Executive or employee of Nissan (within last 10 years)

Major shareholder of Nissan (within last 5 years)

Director, statutory auditor, statutory accounting advisor or executive of a company of which Nissan is a major shareholder

Person who has served as director of Nissan (for more than 6 years)

Person who may otherwise consistently have substantial conflicts of interest with the shareholders of Nissan

Family member of any of the above categories

Attorney, certified public accountant, tax attorney or any other type of consultant who has received significant business from Nissan

Member, partner or any other executive of an accounting firm, tax firm, or consulting firm that has received significant business from Nissan

Certified public accountant or tax attorney appointed as statutory accounting auditor/advisor of Nissan

Major creditor of Nissan

Major business partner of Nissan

Executive of an organization that received a significant amount of donations and contributions from Nissan

Director, statutory auditor, statutory accounting advisor or executive of a company that has a director who was seconded from Nissan


https://www.nissan-global.com/PDF/190625-02_02_EN.pdf

29

Director Conflicts of Interest Resolution PolicyNissan’s Director Conflicts of Interest Resolution Policy sets out specific rules and procedures applicable toactual, potential or perceived conflicts of interest that may exist or arise for directors. The policyincorporates global best practices and is consistent with and supplements Japanese law.

Establishes the Director Conflict Resolution Group (DCRG) comprised of (at least) 3 independent directors, led by the Chair of the Audit Committee

Establishes procedures to resolve Director conflicts – (i) before and (ii) during Board/Committee meetings

Duty to reportResolution

group

Resolution procedure

Mandates two affirmative duties for directors;

i. Timely reporting of actual and potential conflicts;

ii. Advance disclosure of interested transactions

Establishes procedures to resolve director conflicts before and during board/committee meetings including:

i. Maintaining a database of all specific conflicts of interest identified,

ii. Suspending or postponing the matter in question, and,

iii. Excluding the conflicted member from the meeting

Establishes the Director Conflict Resolution Group, comprising (of at least) three independent directors, led by the chair of the Audit Committee. The chair can prevent a director from:

i. Receiving materials,

ii. Presenting at any discussion, and,

iii. Participating in any vote, related to any specific conflict of interest reported.

Three key pillars of Director Conflicts of Interest Resolution Policy


30

Training FY2019

On-boarding training

• Duties and liabilities of board members and executive officers under Japanese Company Act

• Corporate Governance Guidelines, Independence Standards, Regulation of BOD, Internal Control Basic Policy, Regulations of Committees, and other corporate-level rules and regulations

• Compliance rules, Nissan Code of Conduct

To deepen the understanding of Nissan’s business, company provided board members with a number of on-board trainings, business briefings, site visits and test drives throughout the year.

Site visit and others

• Oppama plant visit and test drive (August 2019)

• Tokyo Motor Show 2019 (October 2019)

• Global Design Center (November 2019)

• Global R&D facility (November 2019)

Tokyo Motor Show 2019 At Global Design Center

Business briefing

• Nissan business overview including key products and technologies, global footprint, etc.

• Midterm plan, performance recovery plan, etc.

• Nissan products, brand, lineup, technology, markets, future plan, etc.

At product briefing


31

Independent Directors’ Conference FY2019

• Discussion about Nissan brand strategy, corporate vision, global brand strategy, etc.

• Discussion about media communication and publicity strategy

• Other hot topics, issues, and opportunities for Nissan

Operation and Role of Independent Directors’ Conference

1. Independent Outside Directors periodically hold meetings comprised only of Independent Outside Directors (“Independent Directors’ Conferences”).

2. A lead Independent Outside Director is selected at the Independent Directors’ Conference from among the Independent Outside Directors, and such lead Independent Outside Director serves as the Chair of the Independent Directors’ Conferences. The lead Independent Outside Director must not concurrently serve as the Chair of the Board of Directors.

3. The participants in Independent Directors’ Conferences discuss a wide range of subjects regarding corporate governance and business of the Company and shall report to the meetings of the Board of Directors on the results of such discussion or notify the Executive Directors thereof as necessary.

Major Topics FY2019


32

Committee activity FY2019 - Nomination

• Discussed Representative Executive Officer’s appointment proposal

• Discussed directors’ appointment proposal to be submitted the Extraordinary General Shareholders’ meeting

• Discussed director’s appointment proposal to be submitted to 121st Annual General Shareholders meeting

• Discussed the President and Chief Executive Officer’s succession plan process

KeikoIhara

YasushiKimura

MotooNagai

Jean-Dominique

Senard

AndrewHouse

MasakazuToyoda

Members Major activities in FY2019

• 5 out of 6 members are independent outside directors• Total number of committee meetings held*: 9• Average participation ratio*: 96%

*Between Jun 2019 and Feb 2020

Since Jun 2019

Since Jun 2019 Since Jun 2019 Since Jun 2019

Since Jun 2019 Since Jun 2019

Blue: Independent

Red: Non-independent

Chair


33

Committee activity FY2019 - Compensation

• Formulating policies regarding compensation for directors and executive officers

• Selecting benchmark companies and discussing the level of compensation based on the benchmark results of these companies and the results of surveys by external experts

• Determining the amount of compensation for the current fiscal year and individual compensation for directors and executive officers

• Formulating policy for executive officers compensation upon separation and determining the amount of compensation for resignation

• Resolving to abolish the share appreciation rights as performance-linked incentive compensation from fiscal 2020 onwards, and evaluating new incentive plan

KeikoIhara

MotooNagai


• 4 out of 4 members are independent outside directors

• Total number of committee meetings held*: 13• Average participation ratio*: 100%


Since Jun 2019

Since Jun 2019

Blue: Independent


Chair

BernardDelmas

Since Jun 2019

JeniferRogers

Since Jun 2019


34

Committee activity FY2019 - Audit

MotooNagai


• 4 out of 5 members are independent outside directors• Total number of committee meetings held*: 10• Average participation ratio*: 100%


Since Jun 2019

Blue: Independent


Chair

JeniferRogers

Since Jun 2019

• Implementation of appropriate measures to seek responsibility for serious misconduct by former chairman and others and to recover damages, including the filing of a lawsuit against former chairman to claim damages

• Receipt of quarterly review result reports for the current fiscal year from the independent auditors

• Audit visits to manufacturing plants and major domestic and overseas subsidiaries (3 plants and 21 subsidiaries).

• Conference with statutory auditors of Group companies to improve their audit quality

Since Jun 2019

YasushiKimura

Since Jun 2019

MasakazuToyoda

Since Feb 2020

PierreFleuriot


35

Board meeting

Committee

指名委員会報酬委員会監査委員会

Total number of meetings

Average participation

ratio per meeting



ratio per meeting



ratio per meeting



ratio per meeting

11 99% 9 96% 13 100% 10 100%

180min.6

Average duration of board meeting

Note; All facts and figures stated here are from June 25 to the end of FY2019.

Board and committee attendanceNissan’s Board of Directors meetings and committee meetings have a high participation ratio. Sufficient time is allocated for fruitful discussion.

Average number of agenda items per

board meeting


36

N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

Executive officers

37

Asako Hoshino

Executive officers

Makato Uchida Ashwani Gupta

Chief Quality Officer

Vice Chief Performance Officer

Christian Vandenhende

Chief Financial Officer

Stephen Ma

Manufacturing & SCM Operations

Hideyuki Sakamoto Kunio Nakaguro


Global marketingand salesGlobal EV businessJapan and Asia& Oceania

Global R&D for Nissan, Infiniti and Datsun



Finance

Control

M&A Support

Tax & Customs

Chief Operating Officer

Chief Performance Officer

President

Chief Executive Officer

Quality,

5 regions

4 business units


Note: José Luis Valls, Executive Vice President who oversees the U.S., Canada, and Mexico will resign as of June 15, 2020.

38

Profiles of executive officers

Born: 1966

EducationMar 1991 Doshisha University Faculty of Theology

Career ProfileFeb 2020 Director, representative executive officer, president and CEO Dec 2019 Representative executive officer, president and chief executive officer, Nissan Motor Co., Ltd. May 2019 Senior vice president, Nissan Motor Co., Ltd.Chairman of Management Committee for China (MC China),President, Dongfeng Motor Co, Ltd. Apr 2019 Senior vice president, Nissan Motor Co., Ltd.Management Committee for China (MC China),President, Dongfeng Motor Co, Ltd. Apr 2018 Senior vice president, Nissan Motor Co., Ltd.President, Dongfeng Motor Co, Ltd. Nov 2016 Corporate vice president, Alliance Purchasing, Nissan Motor Co., Ltd. Apr 2014 Program director, Nissan Motor Co., Ltd. Sep 2012 Renault Samsung Motors Apr 2006 Manager, RNPO, Nissan Motor Co., Ltd. Oct 2003 Nissan Motor Co., Ltd. Apr 1991 Nissho Iwai Corporation

Makoto Uchida

Director

Representative executive officer

President and chief executive officer

(As of February 18 2020)

Makoto Uchida is a Nissan Motor Co., Ltd. representative executive officer and the company’s president and chief executive officer.Uchida served in a variety of positions at both Nissan and the Alliance throughout his career. After starting with Nissan in 2003, Uchida held roles across the Alliance as a manager in the Renault-Nissan Purchasing Organization (RNPO) beginning in 2006 and corporate vice president of Alliance Purchasing from 2016 to 2018. In his time at Nissan, Uchida has worked to enhance synergies with Alliance partners.

In his most recent role, Uchida led Nissan’s China business, serving as senior vice president of Nissan, chairman of the Management Committee for China (MC China), and president of Dongfeng Motor Co. Ltd., the joint venture between Nissan and Dongfeng Motor Group in China. During this time, Uchida expanded Nissan’s presence in the Chinese market.

Makoto Uchida graduated with a degree in theology from Doshisha University in Japan. He speaks Japanese and English.

39

Profiles of executive OfficersAshwani Gupta is a Nissan Motor Co., Ltd. representative executive officer and the company’s chief operating officer and chief performance officer.

Gupta started his career with Renault in 2006 and was instrumental in establishing Renault and Nissan companies in India. Since then, he held several management roles across Renault, Nissan and Mitsubishi Motors. He was most recently a Mitsubishi Motors representative executive officer and the company’s chief operating officer, responsible for all operational aspects of the Japanese automaker’s global business.

Prior to this, Gupta served as Alliance senior vice president of Renault-Nissan-Mitsubishi light commercial vehicles (LCV). In 2014 he started as the lead for the Renault LCV business unit, adding responsibility for the LCV businesses of Nissan in 2017 and Mitsubishi Motors in 2018. In its first year as an Alliance business unit, all three brands grew their sales, a direct result of synergies that leveraged complementary products and markets.

Gupta was previously also the global program director for Nissan’s Datsun business in Nissan Motor Co., Ltd. His roles across the three Alliance partners helped shape his global, multi-dimensional perspective.

An engineering graduate from Jawaharlal Nehru Engineering College, India, Gupta obtained a diploma from INSEAD/CEDEP in France. He also completed management courses at Harvard Business School, London Business School, IIEM and IMD.

EducationJun 1992 Jawaharlal Nehru Engineering College, India (Bachelor of Production and Industrial Engineering)

Career profileFeb 2020 Director, representative executive officer, COO/CPO (chief performance officer) , Nissan Motor Co., Ltd. Dec 2019 Representative executive officer, COO/CPOJun 2019 Representative executive officer, COO Apr 2019 COO, Mitsubishi MotorsApr 2018 Alliance senior vice president, Alliance LCV Business, Renault-Nissan-Mitsubishi Apr 2017 Alliance senior vice president, Alliance LCV Business, Renault-Nissan Apr 2014 Vice president, LCV Business Unit, Renault S.A. May 2011 Global program director, Datsun, Nissan Motor Co., Ltd. Sep 2009 Deputy general manager, Global Purchasing, Renault Nissan B.V. May 2008 Global supplier account manager, Braking, Chassis Division, Renault Nissan Purchasing Organization S.A.S Apr 2006 General manager, Purchasing, Renault India, Renault Apr 1996 Commodity buyer, Honda Siel Cars India Ltd.

Ashwani Gupta

Born : 1970

Director


Chief operating officer

Chief performance officer


40

Profiles of executive officersChristian Vandenhende serves as Nissan Motor Co. Ltd.’s vice-chief performance officer (vice-CPO), chief quality officer (CQO) and executive officer. As vice-COO, Vandenhende oversees MC NA, MC Europe, MC AMI, MC LATAM and MC Infiniti, Datsun, LCV and Global IS. As CQO, he oversees the team responsible for improving overall opinion (OaO) and customer satisfaction in products and services, while working to mitigate risks and reduce non-quality costs.

In his role as Alliance EVP of Quality and Total Customer Satisfaction (TCSX), Vandenhende is responsible for the development of a new common quality strategy, quality audits and harmonization of quality assurance processes for all Alliance projects.

Prior to joining Nissan, Vandenhende served as Renault’s EVP of Quality and TCSX from January 2015 to March 2018, during which time he oversaw the execution of the company’s quality control strategies. Vandenhende joined Renault in 1999 as head of the Supplier Cost Performance Analysis Department, later serving as product cost analysis director. In 2008, Vandenhende joined the Renault-Nissan Purchasing Organization (RNPO) as VP in charge of chassis parts and was later appointed senior vice president of purchasing; chairman and managing director of RNPO. In 2014 he assumed the role of EVP of purchasing at the Alliance.

Prior to his time at Renault, Vandenhende held numerous positions at Valeo, a French automotive supplier. Vandenhende first joined Valeo as a product/process engineer in 1986, before being named Purchasing Director of its Clutch Division in Amiens in 1996. Vandenhende began his career in research at Saint Gobain, a leading materials manufacturer in France, where he focused on fiber glass activity.

Vandenhende serves on the Executive Committee at Renault–Nissan–Mitsubishi. He received a bachelor’s degree in engineering from the University of Louvain-la-Neuve and is a Belgium native.

Vandenhende speaks French and English.

Born : 1961

EducationSep 1984 Catholic University of Louvain Faculty of Engineering

Career profileDec 2019 Executive officer, CQO / vice-CPO Alliance executive vice president, Quality and Total Customer Satisfaction, Chief Vehicle Assessment Specialist, MC NA, MC Europe, MC AMI, MC LATAM and MC Infiniti, Global Aftersales, Datsun, LCV and Global ISJun 2019 Executive officer, vice-COO / CQO Alliance executive vice president, Quality and Total Customer Satisfaction, MC NA, MC Europe, MC AMI, MC LATAM and MC Infiniti, Datsun, LCV and Global ISMay 2019 Vice-COO / CQO, Alliance executive vice president, Quality and Total Customer Satisfaction, MC NA, MC Europe, MC AMI, MC LATAM and MC, Infiniti, Datsun, LCV and Global ISApr 2018 CQO, executive vice president, Alliance executive vice president, Quality and Total Customer Satisfaction, CQO officeJan 2015 Executive vice president, Quality and Total Customer Satisfaction, Renault Apr 2014 Alliance executive vice president, Purchasing, Renault Mar 2009 Senior vice president, Purchasing, Chairman and managing director of RNPO (Renault-Nissan Purchasing Organization), Renault Mar 2008 Vice president, RNPO, Chassis, Renault Sep 2003 Vice president, Product Cost Analysis, DCV, Renault Oct 1999 GM, Supplier Performance Analysis, DCV, Renault Sep 1996 Purchasing department manager, Valeo Sep 1989 Product/Process, VA/VE manager and purchasing manager, Valeo Nov 1985 Engineer at Development Center, Saint-Gobain -Glass Fiber

Executive officer

Chief Quality Officer

Vice Chief Performance Officer

Christian Vandenhende

(As of December 1 2019)

41


Stephen Ma is a Nissan Motor Co., Ltd. executive officer and the company’s chief financial officer. In his role, Ma oversees Nissan’s global financial activities.

Since joining Nissan in 1996, Ma has held positions in Japan, China and North America, and combines deep knowledge of the company with a strong understanding of Nissan’s performance drivers.

Prior to this role, Ma was the global controller for Nissan Motor Co., Ltd. and before then, the CFO of Dongfeng Motor Co., Ltd. the joint venture between Nissan and Dongfeng in China. Ma has managed financials for Nissan in Asia & Oceania, the Africa, Middle East and India region, and Europe in his regional CFO and controller roles. Ma started his career at Nissan North America.

Ma holds a degree in Economics and Business Administration from the University of California, Irvine and a Master of Accounting from the University of Southern California. Ma speaks English and Chinese (Mandarin).

Born : 1970

EducationJun 1996 University of Southern California (Master of Accounting) Jun 1994 University of California, Irvine (Bachelor of Economics, Business)

Career profileDec 2019 Executive officer, Chief Financial Officer (CFO) , Finance, Control, M&A Support, Tax & Customs Apr 2019 Corporate vice president, Global Controller (Global Function), Accounting Sep 2018 Corporate vice president, Global Controller (MC & Global Function), Accounting, Nissan Motor Co., Ltd. Apr 2012 Vice president, CFO, Dongfeng Motor Co., Ltd. Apr 2009 General manager, MC-AMIE Controller Apr 2008 General manager, MC-GOM Controller Dec 2006 Senior manager, Group Financial Management, Nissan Motor Co., Ltd. Jun 2003 General manager, Finance, Dongfeng Motor Co., Ltd. Jun 1996 Accounting/Finance, Nissan North America Inc.

Stephen Ma

Executive officer

Chief Financial Officer

(As of December 1 2019)

42

Profiles of executive officersHideyuki Sakamoto is a Nissan Motor Co., Ltd. director, executive officer and executive vice president in charge of Manufacturing and SCM Operations. He was appointed as executive vice president in April 2014, executive officer in June 2019 and director in February 2020. Sakamoto also serves as deputy Alliance executive vice president for Manufacturing and SCM Operations.

Sakamoto joined NML in 1980. In 1995 he transferred to Calsonic Co. Ltd. Three years later, he returned to NML as a manager in the Body Test Department. In September 2000, Sakamoto transferred to Renault do Brasil S.A. Three years later, he was transferred to Nissan Technical Center North America, where he served for two years.

Throughout his career at NML, Sakamoto has served in a number of roles including multiple chief vehicle engineer positions as well as corporate vice president, Nissan PV Product Development Division No. 1; corporate vice president, Alliance Common Platform and Components; and senior vice president, Production Engineering.

Most recently, Sakamoto served as executive vice president, Product Engineering.

Sakamoto graduated from the Faculty of Engineering, Tokyo Institute of Technology.

Sakamoto speaks Japanese and English.

EducationMar 1980 Tokyo Institute of Technology Faculty of Engineering

Career profileFeb 2020 Director, executive officer, executive vice president, Manufacturing & SCM Operations Jun 2019 Executive officer, executive vice president, MFG & SCM OperationsJan 2018 Director, executive vice president, MFG & SCM OperationsJun 2014 Director, executive vice president, Product EngineeringApr 2014 Executive vice president, Product EngineeringApr 2012 Senior vice president, Production Engineering DivisionMay 2009 Corporate vice president, Alliance Common Platform and Components Apr 2008 Corporate vice president, Nissan PV Product Development Division No.1Apr 2006 Chief vehicle engineer, Nissan PV Product Development Division No.1 Apr 2005 Chief vehicle engineer, Vehicle Design Engineering Division No.3, Nissan Motor Co., Ltd. Apr 2003 Seconded to Nissan Technical Center North America, Inc. Sep 2000 Seconded to Renault do Brazil S.A. Jul 1998 Manager, Body Test Department, Vehicle Engineering Division, Nissan Motor Co., Ltd. Jul 1995 Seconded to Calsonic Corporation Apr 1980 Joined Nissan Motor Co., Ltd.


Born : 1956

Director

Executive officer

Executive vice president

Hideyuki Sakamoto

43


Asako Hoshino

Executive officer


(As of April 1 2020)

EducationJun 1988 Northwestern University Kellogg School of Management (MBA in Marketing, Management and Finance) Mar 1983 Keio University Faculty of Economics

Career profileApr 2020 Executive officer, executive vice president, Brand Champion, Global Marketing and Sales, Global Customer Experience, Management Committee for Japan (MC Japan), MC A&O Jun 2019 Executive officer, executive vice president, Chairman of Management Committee for Japan (MC Japan), MC A&O, Global Marketing and Sales, Global EV business May 2019 Executive vice president, Chairman of Management Committee for Japan (MC Japan), MC A&O, Global Marketing and Sales, Global EV businessApr 2016 Senior vice president, Head of Operations Committee for JapanApr 2015 Senior vice president, Japan Marketing Division, Japan Sales Division, Sales Support Division, Fleet Business Divsion, M&S-J Planning Department, M&S-J Administration DepartmentApr 2011 Corporate vice president, Corporate Market Intelligence DivisionApr 2006 Corporate vice president, Market Intelligence Department Apr 2002 Joined Nissan, Vice president, Market Intelligence DepartmentApr 2001 Executive director and Chief marketing officer, Marketing Intelligence Corporation Apr 1996 Director, Market Research Division, Marketing Intelligence CorporationAug 1989 Joined Marketing Intelligence Corporation, Senior consultant of Customized Research Service Department Apr 1983 Nippon Credit Bank, Co., Ltd, International Finance Department

Asako Hoshino serves as executive vice president for Nissan Motor Co., Ltd. (NML), acting as brand champion and overseeing global marketing & sales and global customer experience. She also chairs the management committees for the Japan and Asia & Oceania regions, in which capacity she leads all business operations in these regions. Hoshino is also a member of NML’s Executive Committee. She has served as an executive vice president since May 2019.

Hoshino previously served as senior vice president in charge of the Japan market. In that role, she led the successful launch of the Nissan Note, which went on to become Japan’s best-selling car for 2018. Hoshino also founded the company’s market intelligence function and played a key role in helping to guide strategies to ensure that NML’s products and technologies best meet the needs of customers and markets. Hoshino is also a leader on gender equality issues, having helped to establish NML’s Diversity Development Office to increase the number of women in leadership positions throughout the company.

Before joining NML, Hoshino served at Intage Inc., a Japanese marketing analytics consulting company. In 2001, she played a pivotal role in helping to take the company public in Japan.

Hoshino has a bachelor’s degree in economics and econometrics from Keio University and an MBA in Marketing, Management and Finance from the Kellogg School of Management at Northwestern University.

Hoshino speaks Japanese and English.

Born : 1960

44

Profiles of executive officersKunio Nakaguro serves as executive vice president for Nissan Motor Co., Ltd. (NML), leading global research and development for all products under the Nissan, Infiniti, and Datsun brands. He also serves as senior vice president for product development under the Renault-Nissan-Mitsubishi alliance. Nakaguro is a member of NML’s executive committee.

Under Nakaguro’s leadership, Nissan is developing the next generation of products and technologies to deliver more autonomy, more connectivity, and more electrification to customers in Japan and around the world. This includes Nissan’s industry-leading zero-emission and e-POWER electric powertrains, the Pro-PILOT semi-autonomous driver assistance system, and advanced connected car technologies and safety features. Nissan is further evolving these products and technologies alongside its global Alliance partners, Renault and Mitsubishi Motors.

Nakaguro joined NML in 1987, following his graduation from the faculty of science and engineering at Waseda University in Tokyo. He has held various executive positions in engineering, research and development, and information technologies for NML in Japan, Europe, and North America. This includes several key leadership roles in the research and technical centers for Nissan Europe and Nissan North America.

Nakaguro speaks Japanese and English.

Kunio Nakaguro

Executive officer


Born : 1963

EducationJun 1987 Waseda University Faculty of Science and Engineering

Career profileJun 2019 Executive officer, executive vice president, Deputy Alliance EVP, Nissan R&D, Product DevelopmentMay 2019 Executive vice president, Deputy Alliance EVP, Nissan R&D, Product DevelopmentApr 2018 Senior vice president, Alliance SVP, Nissan R&D, Product DevelopmentApr 2017 Corporate vice president, Nissan Product Development No.1, Nissan Motor Co., Ltd.Apr 2014 Corporate vice president, Nissan Motor Co., Ltd. Senior vice president, R&D, Nissan North America, Inc. Feb 2014 Corporate vice president, Research Center, Nissan Motor Co., Ltd. Senior vice president, R&D, Nissan North America, Inc. Apr 2013 Corporate vice president, Research Center, Nissan Motor Co., Ltd. Apr 2009 Senior vice president, R&D and TCS, Nissan International S.A. Apr 2008 General Manager, IT and ITS Engineering Department, Nissan Motor Co., Ltd. Apr 2004 Seconded to Nissan Technical Center North America, Inc. Apr 2001 Manager, Electric System Apr 1987 Joined Nissan Motor Co., Ltd.

(As of Jun 25 2019)

45

N I S S A N

C O R P O R AT E

G O VE R N A N C E

OVERVIEW

Internal control

46

• Nissan adopted its Basic Policy on Development of Internal Control System in 2006 and established the Internal Control Committee in 2007.

• The Internal Control Committee is chaired by the representative executive officer and CEO, under the monitoring and supervision of the Board of Directors. All executive officers, Corporate officers and departments, as well as group companies, cooperate closely under the CEO to improve the internal control system.

Internal control – governing system

Functions & group companies

Internal control committee


R&D MFG M&S …

Monitor & trainingReport

J-SOX Risk mgmt. DOACompli-

anceISec

The Basic Policy on Internal Control defines

the systems and policies to ensure management and execution of Nissan’s and group companies’ business

Organization Guideline/policy

Internal control committee is chaired by the CEO and monitors

the appropriateness of function and group company business operations

Functions and group companies are required to

continually improve the appropriateness of their own business operations

Plan

Do

Check

Action

Plan

Do

Check

Action

Plan

Do

Check

Action

Plan

Do

Check

Action

Internal audit

Direct report to Audit Committee

SuperviseReport/ submit Audit

Board of Directors

Audit Committee

Nomination Committee

Compensation Committee

EX

EC

UTIO

NS

UP

ER

-V

IS

IO

N


47

Internal control – basic policy

Systems to ensure compliance of executive officers’ and employees’ activities to laws and articles of association

Systems to ensure efficient execution & management of business activities by executive officers

Rules and systems for proper management of risk and loss

Systems to ensure proper & legitimate activities of group companies

Directors and employees supporting Audit Committee and systems showing independence & effectiveness of Audit Committee’s instruction to directors and employees

Systems to report business issues to Audit Committee and systems to ensure to prevent disadvantageous treatment

Policy for payment of expenses or debt with respect to Audit Committee members’ execution of their duties

System to ensure effective and valid auditing by Audit Committee

Systems to ensure accurate records and the retention of information of executive officers’ execution

The basic policy on internal control describes accurately the systems and policies to ensure the management and execution of Nissan and its group companies’ business (“Internal Control System”), as required by Company Law and associated rules. The Board of Directors fully commits to continually monitoring and reviewing implementation of these systems and policies, and to updating and improving them whenever necessary.

1

2

3

4

5

6

7

8

9

Nine elements that the basic policy ensures regarding internal control


48

Breakdown of basic policy on internal control (1/2)

SummaryChapter

⁃ Company with the three statutory committees structure⁃ BOD delegate its power to decide on business activities to executive officers⁃ EC, MC, etc. to ensure an efficient & effective management⁃ DOA to ensure prompt and effective decision making

⁃ Global Code of Conduct; explains expected behaviors of all employees at Nissan group companies⁃ Compliance guidance for Directors & Executive Officers; explains expected behaviors of BOD &

executive officers⁃ Global Compliance Committee, chaired by the executive officer in charge of the compliance⁃ Internal and external hotline systems for employees⁃ Improve internal control systems to ensure reliability of financial reports in accordance w/ related

rules⁃ BOD to focus on supervising the status of execution of duties by the executive officers⁃ Conflict of interest; representative executive officers must not concurrently serve as a director,

executive officer, etc. of alliance and affiliated companies

⁃ Nissan aspires to be a leading, trusted global company⁃ Nissan Way, which is a set of common values for all Nissan people that serves as the basis of

decisions and actions⁃ Systems and policy to ensure management and execution of Nissan’s business (“Internal Control

System”), as required by the Companies Act

⁃ Global Risk Management Policy; material company-wide risks are handled by Risk Management Committee

⁃ Internal audit department to conduct auditing activities pursuant to the relevant audit standards

2. Systems to ensure efficient execution and management of business activities by executive officers

1. Systems to ensure efficient execution & mgmt. of business activities by executive officers

3. Rules and systems for proper management of risk and loss

Business Management Systems, Processes and Internal Controls

Decision body & DOA

Compliance, Hotline,

Financial report, Conflict of interest

Risk mgmt.

Vision, Mind set,

Companies Act


49

SummaryChapter

⁃ Established MCs in order to ensure proper, efficient and consistent management of group companies

⁃ Group companies implement each company’s code of conduct, hotline system and risk management policy

⁃ Nissan’s Audit Committee and group companies’ statutory auditors have periodic meetings⁃ Nissan requests the group companies to report important business matters

5. Systems to ensure proper & legitimate activities of group companies

⁃ Audit Committee secretariat as an organization to enhance effectiveness of Audit Committee’s audit⁃ Evaluation of staff members in the Audit Committee secretariat will be discussed among the Audit

Committee members

⁃ Nissan and group company’s Directors, executive officers and employees are required to make report to Audit Committee regarding the situation of business activities when so requested

⁃ Take necessary measures to protect those who made report and takes strict actions against directors and employees who gave disadvantageous treatment to those who made such report

⁃ Audit Committee shall cooperate with internal audit department and the accounting auditor⁃ The Audit Committee shall take charge of the department for internal audit and instruct them⁃ Audit Committee members may attend important meetings, state opinions, view documents giving

approval and may request reports from executive officers and employees

6. Directors and employees supporting Audit Committee and systems showing independence & effectiveness of Audit Committee’s

7. Systems to report business issues to Audit Committee and systems to ensure to prevent disadvantageous treatment

⁃ In accordance with Companies Act, Nissan promptly makes payment of expenses or debt with regard to Audit Committee members’ execution of their duties

8. Policy for payment of expenses or debt with respect to Audit Committee members’ execution of their duties

9. System to ensure effective and valid auditing by Audit Committee

⁃ Results of all corporate decisions pursuant to DOA are preserved and retained electronically/writing⁃ Information Security Committee; overall management and decision making on information security

4. Systems to ensure accurate records and the retention of information of executive officers’ execution

Groupcompanies

Info security

Audit Committee’s

role & authority

Breakdown of basic policy on internal control (2/2)(As of the end of March 2020)

50

Risk Owner*

Pilot**

Project team/Line Function

Executive Committee(Corporate Risk Management Committee)

Chaired by CEO

Board of Directors

Internal Control Committee

Chaired by executive officer in charge of internal control

Semi-annual reporting

Semi-annual reporting

Regions/group companies

Corporate risk managementCEO chairs the Corporate Risk Management Committee and is responsible for managing material companywide risks. Major companywide risks and necessary countermeasures are regularly reviewed and updated by thecommittee.

Risk Owner*

Pilot**


Risk Owner*

Pilot**


Risk Owner*

Pilot**


Risk Owner*

Pilot**


Risk Owner*

Pilot**


Project management office（Corporate Risk Management,

Global Risk & Compliance Office ）

Pilot**


*Risk owner shall be a member of the Executive Committee, in principle.**Pilot is a person who is assigned by Risk Owner and is responsible for project management of a specific risk assigned.

Quarterly monitoring and reporting

Risk Owner*


51

* At risk assessment phase, risks will be assessed including information from IA risk survey and compliance risk assessment.

Nissan’s corporate risk management system has a robust annual PDCA cycle of risk survey, assessment, clarification of owner function, reporting and evaluation. All executives and employees at all organizations can be the parties concerned and/or involved, depending on risk.

CRM: Corporate Risk ManagementEC: Executive CommitteeRMC: Risk Management CommitteeICC: Internal Control CommitteeBOD: Board of DirectorIA: Internal Audit

Jan – Feb

CRM

Feb – April

CRM

May

EC (RMC)

Starting in June

Owner/pilot,CRM

March

CRM/ IA

Risksurvey

*Riskassessment

Riskselection

Action Reporting

Risk controllevelevaluation

Interview with Corporate officers

Assessment by Impact, Frequency and Control level.

Risk MappingPrioritization

Decide Corporate Risks & Risk

Owners

After approval, owner assign Pilots

Formulate action plan for risk

mitigation/ risk control

Execute action plan

Quarterly report to RMC

Semi-annually report toICC/ BOD

Annual RM disclosure

Evaluate actions and their

effectiveness using 4-grade scale

Carry out PDCA cycle annually

(What)

(When)

(Who) Owner/pilot

Annual process of corporate risk management(As of the end of March 2020)

52

Compliance system

Regional Compliance Committees

ChinaJAPAN Europe AMILATAM InfinitiNorth

AmericaAsia &

Oceania

Global Compliance Committee

EC Audit Committee

Management Committees

Internal ControlCommittee

JPN DLR/PARTS/RC

NML JPN AFL

Japan Local Compliance Committees

Nissan provides guidance on compliance for directors and corporate officers, holding regular seminars and educational activities to ensure strict adherence to the rules. Under the oversight of our Global Compliance Committee, the company has established a Regional Compliance Committee in each region of operation, forming a worldwide system for detecting and deterring illegal and unethical behavior.

Audit Committee is the final entity to receive any whistleblower’s report regarding any allegation that involves any management members such as Executive Officer. Shall respond to such report under a system preventing such Executive Officer and other management members from identifying the whistleblower or knowing the contents of such report.

Scope Eight regions under one centralized program w/case management and investigative oversight from the Global Risk & Compliance Office

Languages 21 languages on website speakupnissan.com35 languages available through the telephone call-center

Organization Report to Audit Committee

‘SpeakUp’ – Global whistleblowing system

SpeakUp enables its employee and stakeholders to report unethical action or issues on

compliance (legal requirement/against company policy) based on Code of Conduct

article 8, "Be Active; Report Violations" as their duty and expected action.


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Global Code of ConductThe Global Code of Conduct contains the core principles for carrying out Nissan’s business activities with honesty and integrity, and in full compliance with the established laws and regulations, internal rules, ethics and social norms in all locations in which Nissan operates.

Nissan Employees are expected to carry out their work in accordance with the Code of Conduct. Employees who suspect that a violation of the Code of Conduct has occurred are obligated to report it as soon as possible. Employees are encouraged to use the SpeakUp system to report their suspicions. Employees who act in good faith and report suspected violations will be protected from retaliation.

Value Diversity and Provide Equal Opportunity

Be Environmentally ResponsibleNissan Employees shall strive to consider the environment and environmental protection when developing products and services, promote recycling and conserve materials and energy.

We value and respect the diversity of our Employees, suppliers, customers and communities. Discrimination, retaliation or harassment, in any form or degree, will not be tolerated.

Be Transparent and Accountable

Comply with all Laws and Rules

Promote Safety

Preserve Company Assets

Be Impartial and Fair

Avoid Conflicts of InterestEmployees are expected to act in the best interests of Nissan. It is not permitted for Employees to behave, act, or use information in a way that conflicts with Company interests. Furthermore, Employees must attempt to avoid even the appearance of a conflict of interest.

Nissan is committed to Employee safety and wellness. Nissan Employees are expected to engage in safe work practices to promote a healthy work environment. Nissan is also committed to the safety of our customers and their passengers and Nissan Employees are expected to continually promote safety of Nissan products.

Nissan Employees are expected to follow all applicable laws and regulations of the country in which they work as well as all Company policies and rules.

Nissan Employees must maintain impartial and fair relationships with business partners, including dealers, suppliers, and other third parties.

Nissan Employees are accountable for preserving and safeguarding Company assets. The unauthorized or improper use of Company assets, including funds, confidential business information, physical property and intellectual property, is prohibited.

Accounts and records shall be maintained with integrity. Nissan Employees shall make accurate, transparent, timely and appropriate disclosures of the Company's business activities to our stakeholders, including shareholders, management, customers, other Employees, and local communities.

Be Active and Report Violations


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DOA

Delegation of authority outline

Delegation of authority (DOA) is a part of Nissan’s decision-making rules that defines who must be involved in important corporate decisions

Role of DOA Scope of DOA

Clarify decision-making process

Maintain and enhance management quality

DOA provides a clear framework for the decision-making process and defines who is responsible for the decision

DOA improves overall management quality at Nissan by increasing the speed and efficiency of decision-making.

BOD regulation

Function/department

ruleO

vera

ll decis

ion-m

akin

g ru

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i. DOA covers only important corporate decisions

ii. Besides DOA, there are other decision-making rules such as the business process standard document

iii. DOA also applies to Nissan’s consolidated subsidiaries including foreign companies except where there are special circumstances

iv. DOA is classified as global, regional or local DOA according to its scope of application

*BOD: Board of Directors

*


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Delegation of authority governance

RobustnessAny revisions, creation and deletion are strictly controlled by the DOA Committee, which is chaired by corporate officers

01

TransparencyDOA defines the appropriate individuals who must propose, validate and decide, are disclosed in the Nissan group employee’s intranet

02

FairnessAside from Proposer and Decider, the Validator, who provides expertise to a Decider in the Validator’s relevant area, is set in the DOA items

03

EffectivenessDOA representatives and coordinators are assigned in each function and region for efficient operation and forenhancing globalmanagement

04

+

For the purpose of enhancing management quality as well as clarifying the process of decision-making, fair and transparent delegation of authority (DOA) is appropriately implemented and strictly controlled

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