Renault is set to refrain from voting on a Nissan director appointment proposal under alliance governance rules that limit Renault’s use of its shareholding in Nissan on board matters.
The framework traces back to a 2015 stability covenant among Renault, Nissan and the French state. It defines Renault’s non-interference in Nissan governance to include shareholder decisions on the appointment, dismissal and compensation of Nissan board members, as well as shareholder motions not approved by Nissan’s board.
Under the New Alliance Agreement that took effect on Nov. 8, 2023, Renault transferred 28.4% of Nissan shares into a French trust, reducing the voting influence attached to its stake while retaining the economic rights on those shares. Nissan has said the trust-held shares are voted neutrally, except when Renault directs votes for Renault-nominated directors, when directors are nominated by Nissan’s Nomination Committee other than Renault nominees, or when shareholder proposals are not supported by Nissan’s board, in which case the shares must abstain.
Nissan’s shareholder meeting materials for the fiscal year ended March 2025 include a shareholder proposal opposing the reappointment of certain directors, and Nissan’s board has said it opposes that proposal. Under the trust voting rules, the Renault-held trust shares must abstain. The current alliance structure also keeps reciprocal board nomination rights and cross-shareholdings of 15%, while a March 2025 amendment lowered the lock-up commitment to 10% without changing the voting cap or the trust arrangement for the entrusted Nissan shares.