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In 2018, the chairperson of Nissan Motor Co., Ltd. (Nissan), Carlos Ghosn, was arrested for alleged misconduct and criminal offences related to underreporting remuneration and misrepresenting annual disclosures. Detailed investigations revealed similar misrepresentations by the company’s chief executive officer (CEO) Hiroto Saikawa, who was forced to resign. The actions of senior officials left a deep stain on Nissan’s reputation, causing investors to question the effect of corporate governance at Nissan—and by extension, at similar companies across Japan and the world. As details of the scandal unfolded, Nissan suffered negative public repercussions. Its share-based incentive systems, excessive focus on profitability, and cost-cutting measures had caused deviations from normal risk management procedures, resulting in the production of poor-quality vehicles and thus vehicle recalls. Consumer trust in the company dropped, as did sales and profitability figures, with a continuous fall in the company’s stock. The company’s new CEO and board of directors were left to make amends for the company’s future. They needed to determine how to strengthen the company’s leadership and governance structure as they worked to make Nissan sustainable and profitable once again. Should they adopt a typical Japanese model of corporate governance, or would a model from elsewhere be more suitable?

In 2018, the chairperson of Nissan Motor Co., Ltd. (Nissan), Carlos Ghosn, was arrested for alleged misconduct and criminal offences related to underreporting remuneration and misrepresenting annual disclosures. Detailed investigations revealed similar misrepresentations by the company's chief executive officer (CEO) Hiroto Saikawa, who was forced to resign. The actions of senior officials left a deep stain on Nissan's reputation, causing investors to question the effect of corporate governance at Nissan-and by extension, at similar companies across Japan and the world. As details of the scandal unfolded, Nissan suffered negative public repercussions. Its share-based incentive systems, excessive focus on profitability, and cost-cutting measures had caused deviations from normal risk management procedures, resulting in the production of poor-quality vehicles and thus vehicle recalls. Consumer trust in the company dropped, as did sales and profitability figures, with a continuous fall in the company's stock. The company's new CEO and board of directors were left to make amends for the company's future. They needed to determine how to strengthen the company's leadership and governance structure as they worked to make Nissan sustainable and profitable once again. Should they adopt a typical Japanese model of corporate governance, or would a model from elsewhere be more suitable?

Spreadsheet for product 9B11M028.

An acquisition decision by Satyam Corporation created discontent among shareholders and led to a series of investigations that revealed fraud of about INR 50 billion, leading to resignations by several board members and the CEO. This episode became a mockery of corporate governance practices, raising questions about the efficacy of well-accepted governance norms.<br><br>This case covers the events that led to the failure of Satyam. The roles of not only the “promoter” but also other parties, such as the managers, board of directors, auditors and bankers, are discussed in detail. The case draws attention to various corporate governance and ethical issues and provides an opportunity to discuss measures that should be taken by regulators, auditors, and other bodies to prevent fraud.

An unrelated acquisition decision by Satyam Corporation created discontent among shareholders and lead to a series of investigations. The investigations revealed a fraud of about INR 50 billion. This led to resignations by several board members and the CEO. The entire episode became a mockery of corporate governance practices, raising questions about the efficacy of well accepted governance norms.<br><br>This case covers the events that led to the failure of Satyam in detail. The roles of not only the promoter but also other parties, such as the managers, board of directors, auditors and bankers, are discussed in detail. The case draws attention to various corporate governance and ethical issues and also provides an opportunity to discuss the measures that should be taken by regulators, auditors and other bodies to prevent such frauds.<br><br>This case can be used in an undergraduate, MBA and executive development program to highlight following issues: 1) Ethics and corporate governance: This case can be used to discuss the effectiveness of current corporate governance regulations and how can they be made more effective. 2) Organizational culture and values: Corporate governance mechanisms, such as ownership structure, board composition and stakeholder influence, determine the organizational culture and values. Smaller firms inherit the corporate values from their founders. In larger companies, managers and board members play a pivotal role in shaping the corporate values. This case can be used to discuss the factors affecting development of corporate values.