FR 2021
FR 2021
FR 2021
Confirmation Note
【Cover】
【Article of the Applicable Law Requiring Article 24, Paragraph 1 of the Financial Instruments and
Submission of This Document】 Exchange Act
【Business Year】 123rd Fiscal Year (From April 1, 2021 to March 31, 2022)
【Position and Name of Representative】 Makoto Uchida, Representative Executive Officer, President and
Chief Executive Officer
【Location of Head Office】 2, Takaracho, Kanagawa-ku, Yokohama-shi, Kanagawa
【Contact for Communications】 Shigeko Taie, Senior Manager, Consolidation Accounting Group,
Budget and Accounting Department
【Contact for Communications】 Shigeko Taie, Senior Manager, Consolidation Accounting Group,
Budget and Accounting Department
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Part I Information on the Company
1. Overview of the Company
Year ended March 31, 2018 March 31, 2019 March 31, 2020 March 31, 2021 March 31, 2022
(Millions
Net sales 11,951,169 11,574,247 9,878,866 7,862,572 8,424,585
of yen)
Ordinary income (Millions
750,302 546,498 44,049 (221,230) 306,117
(loss) of yen)
Net income (loss)
(Millions
attributable to 746,892 319,138 (671,216) (448,697) 215,533
of yen)
owners of parent
Comprehensive (Millions
740,338 195,999 (1,084,147) (41,928) 689,621
income of yen)
(Millions
Net assets 5,701,710 5,623,510 4,424,773 4,339,826 5,029,584
of yen)
(Millions
Total assets 18,739,935 18,952,345 16,976,709 16,452,068 16,371,481
of yen)
Net assets per share (Yen) 1,380.36 1,355.18 1,038.95 1,007.80 1,170.17
Basic earnings (loss)
(Yen) 190.96 81.59 (171.54) (114.67) 55.07
per share
Diluted earnings per
(Yen) 190.96 81.59 ― ― 55.07
share
Net assets as a
percentage of total (%) 28.8 28.0 23.9 24.0 28.0
assets
Rate of return on
(%) 14.6 6.0 (14.3) (11.2) 5.1
equity
Price earnings ratio (Times) 5.78 11.13 ― ― 9.95
Cash flows from (Millions
1,071,250 1,450,888 1,185,854 1,322,789 847,187
operating activities of yen)
Cash flows from (Millions
(1,147,719) (1,133,547) (708,687) (369,121) (146,835)
investing activities of yen)
Cash flows from (Millions
36,810 (127,140) (155,494) (639,692) (1,092,645)
financing activities of yen)
Cash and cash
(Millions
equivalents at end of 1,206,000 1,359,058 1,642,981 2,034,026 1,792,692
of yen)
the period
Employees 138,910 138,893 136,134 131,461 134,111
( ) represents the average (19,924) (19,240) (17,597) (16,092) (15,743)
number of part-time (Number)
employees not included in
140,603 140,564 137,799 132,324 134,114
the above numbers (20,290) (19,619) (18,012) (16,235) (15,743)
Notes: 1. “Accounting Standard for Revenue Recognition” (Accounting Standards Board of Japan (ASBJ) Statement No.
29, March 31, 2020) and other standards have been applied from the beginning of the fiscal year ended March 31,
2022. Key financial data, etc. concerning the fiscal year ended March 31, 2022 is presented as figures after the
adoption of these accounting standards, etc.
2. Diluted earnings per share for the 121st fiscal year and the 122nd fiscal year is not presented because a net loss per
share was recorded although potential dilutive stock existed.
3. Price earnings ratio for the 121st fiscal year and the 122nd fiscal year is not presented because a net loss per
share was recorded.
4. Staff numbers, which are presented as the lower numbers in the “Employees” line, include those of unconsolidated
subsidiaries accounted for by the equity method as reference data.
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(2) Non-consolidated financial data
Year ended March 31, 2018 March 31, 2019 March 31, 2020 March 31, 2021 March 31, 2022
(Millions
Net sales 3,750,617 3,644,483 3,157,540 2,489,676 2,409,348
of yen)
(Millions
Ordinary income (loss) 197,958 271,869 26,571 99,034 (208,445)
of yen)
(Millions
Net income (loss) 129,044 168,552 (342,745) (72,629) (114,387)
of yen)
(Millions
Common stock 605,813 605,813 605,813 605,813 605,813
of yen)
Number of shares issued (Thousands) 4,220,715 4,220,715 4,220,715 4,220,715 4,220,715
(Millions
Net assets 2,596,797 2,505,945 1,958,610 1,967,322 1,797,360
of yen)
(Millions
Total assets 5,073,894 5,124,037 4,854,023 5,705,547 5,074,658
of yen)
Net assets per share (Yen) 619.40 597.75 467.19 469.27 428.61
Cash dividends per
share (Yen) 53 57 10 ― 5
(Interim cash dividends (Yen) (26.5) (28.5) (10) (―) (―)
included herein)
Basic earnings (loss) per
(Yen) 30.79 40.21 (81.76) (17.32) (27.28)
share
Diluted earnings per
(Yen) 30.79 40.21 ― ― ―
share
Net assets as a
percentage of total (%) 51.2 48.9 40.4 34.5 35.4
assets
Rate of return on equity (%) 5.0 6.7 (15.4) (3.7) (6.1)
Notes: 1. “Accounting Standard for Revenue Recognition” (Accounting Standards Board of Japan (ASBJ) Statement No.
29, March 31, 2020) and other standards have been applied from the beginning of the fiscal year ended March
31, 2022. Key financial data, etc. concerning the fiscal year ended March 31, 2022 is presented as figures after
the adoption of these accounting standards, etc.
2. Diluted earnings per share for the 121st fiscal year, the 122nd fiscal year and the 123rd fiscal year is not presented
because a net loss per share was recorded and the Company had no securities with dilutive effects.
3. Price earnings ratio and cash dividends as a percentage of net income for the 121st fiscal year, the 122nd fiscal
year and the 123rd fiscal year are not presented because a net loss per share was recorded.
4. Highest stock price and lowest stock price were those recorded on the First Section of the Tokyo Stock Exchange.
-3-
2. History
December 1933 Jidosha Seizo Co., Ltd., predecessor of Nissan Motor Co., Ltd. was established with invested capital of
¥10 million in Takaracho, Kanagawa-ku, Yokohama-shi, through the joint capital investment of Nippon
Sangyo K.K. and Tobata Imono K.K.
May 1934 Construction of the Yokohama Plant was completed.
June 1934 The Company changed its name to Nissan Motor Co., Ltd.
April 1935 First vehicle was manufactured off the production line through the integrated production at the Yokohama
Plant.
August 1943 Construction of the Fuji Plant (formerly the Yoshiwara Plant) was completed.
September 1944 The head office was moved to Nihonbashi, Tokyo, and the Company changed its name to Nissan Heavy
Industries, Ltd.
January 1946 The headquarters moved to Takaracho, Kanagawa-ku, Yokohama-shi.
August 1949 The Company changed its name to Nissan Motor Co., Ltd.
January 1951 The Company’s stock was listed on the Tokyo Stock Exchange.
May 1951 The Company acquired an interest in Shin-Nikkoku Kogyo Co., Ltd. (currently Nissan Shatai Co., Ltd.; a
consolidated subsidiary).
May 1958 Exportation of passenger cars to the United States of America was commenced.
September 1960 Nissan Motor Corporation in U.S.A. was established.
September 1961 Nissan Mexicana, S.A. de C.V. (currently a consolidated subsidiary), a joint venture with Marubeni-Iida
Co., Ltd. (currently Marubeni Corporation) was established in Mexico City, Mexico.
March 1962 Construction of the Oppama Plant was completed.
March 1965 The Company acquired an interest in AICHI MACHINE INDUSTRY CO.,LTD. (currently a consolidated
subsidiary).
May 1965 Construction of the Zama Plant was completed.
August 1966 The Company merged Prince Motor Company and, accordingly, the Murayama Plant and others became
a part of the Company.
July 1967 Construction of the Honmoku Wharf (a base for exporting) was completed.
January 1968 The headquarters moved to the Company’s new building in the Ginza area of Tokyo.
March 1971 Construction of the Tochigi Plant was completed.
October 1973 Construction of the Sagamihara Parts Center was completed.
June 1977 Construction of the Kyushu Plant was completed.
January 1980 The Company acquired an interest in Motor Iberica, S.A. (currently NISSAN MOTOR IBERICA SA; a
consolidated subsidiary) in Spain.
July 1980 Nissan Motor Manufacturing Corporation U.S.A. was established.
November 1981 The Nissan Technical Center was completed.
November 1981 Nissan Motor Acceptance Corporation (currently Nissan Motor Acceptance Company LLC; a
consolidated subsidiary) was established.
November 1982 Construction of the Aguascalientes plant of Nissan Mexicana, S.A. de C.V. was completed.
February 1984 Nissan Motor Manufacturing (UK) Ltd. (currently a consolidated subsidiary) was established.
November 1984 Construction of the Oppama Wharf was completed.
April 1989 Nissan Europe N. V. was established in the Netherlands.
January 1990 Former Nissan North America, Inc. was established in the United States of America.
May 1991 Construction of Kanda Wharf was completed.
January 1994 Construction of the Iwaki Plant was completed.
April 1994 The business in the North America region was reorganized and Nissan North America, Inc. (currently a
consolidated subsidiary) was newly established.
October 1994 The Company established Nissan Middle East F.Z.E. (currently a consolidated subsidiary), a regional
headquarter in Middle East.
March 1995 Production of vehicles was discontinued at the Zama Plant.
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December 1998 Nissan North America, Inc. merged with Nissan Motor Corporation in U.S.A.
March 1999 The Company and Renault (currently an affiliate accounted for by the equity method) signed an agreement
for a global alliance in automobile business, including equity participation.
July 1999 The Company sold its business related to the Fuji Plant to TransTechnology Ltd., which merged with
JATCO CORPORATION into JATCO TransTechnology Ltd. (currently JATCO Ltd, a consolidated
subsidiary).
April 2000 Nissan North America, Inc. merged with Nissan Motor Manufacturing Corporation U.S.A.
March 2001 Production of vehicles was discontinued at the Murayama Plant.
March 2002 Renault increased its stake in the Company to 44.4%.
March 2002 The Company acquired an interest in Renault through Nissan Finance Co., Ltd. (currently a consolidated
subsidiary).
March 2002 The Company established Renault-Nissan B.V., a management organization with Renault.
August 2002 Nissan Europe S.A.S. (currently NISSAN AUTOMOTIVE EUROPE; a consolidated subsidiary) was
established to reorganize business in Europe.
March 2003 The Company liquidated Nissan Europe N.V.
May 2003 Nissan North America, Inc. established a new plant in Canton, Mississippi.
July 2003 Dongfeng Motor Co., Ltd. (currently an affiliate accounted for by the equity method) commenced its
operations in China.
April 2004 The Company made Siam Nissan Automobile (currently Nissan Motor (Thailand) Co., Ltd., a consolidated
subsidiary) into a subsidiary through underwriting of third party allocation of new shares.
May 2004 A plant of Dongfeng Motor Co., Ltd., was completed in Huadu, China.
January 2005 The Company made Calsonic Kansei Corporation into a subsidiary through underwriting of third party
allocation of new shares.
December 2007 Renault Nissan Automotive India Private Limited (currently a consolidated subsidiary) was established.
January 2008 Nissan International SA (currently a consolidated subsidiary) began managing sales and manufacturing
operations in Europe.
August 2009 The Global Headquarters moved to Yokohama.
April 2010 The Company entered into an agreement with Renault and Daimler AG on a strategic cooperative
relationship including equity participation.
July 2011 The Company established Nissan Motor Asia Pacific Co., Ltd. (currently a consolidated subsidiary), a
regional headquarter in ASEAN.
August 2011 Nissan Motor Kyushu Co., Ltd. (currently a consolidated subsidiary) was incorporated from the Kyushu
Plant of the Company as its parent organization.
November 2013 Construction of the second plant of Nissan Mexicana, S.A. de C.V. (currently a consolidated subsidiary),
was completed in Aguascalientes, Mexico.
April 2014 Construction of a plant of Nissan Do Brasil Automóveis Ltda. (currently a consolidated subsidiary) was
completed in Resende, Brazil.
May 2014 Construction of the second plant of PT. Nissan Motor Indonesia (currently a consolidated subsidiary) was
completed in Purwakarta, Indonesia.
May 2016 The Company entered into an agreement with MITSUBISHI MOTORS CORPORATION on a strategic
cooperative relationship including equity participation.
October 2016 The Company acquired an interest in MITSUBISHI MOTORS CORPORATION (currently an affiliate
accounted for by the equity method) through underwriting of third-party allocation of new shares.
March 2017 The tender offer for the shares of Calsonic Kansei Corporation came into effect and all Calsonic Kansei
Corporation’s shares held by the Company were sold to CK Holdings Co., Ltd.
June 2017 The Company established Nissan-Mitsubishi B.V. (currently an affiliate accounted for by the equity
method), a joint venture company with MITSUBISHI MOTORS CORPORATION.
July 2018 Construction of the Santa Isabel Plant of Nissan Argentina S.A. (currently a consolidated subsidiary) was
completed.
June 2019 Transition to a company with three statutory committees
October 2021 Transferred managing sales operation in Europe from Nissan International SA to NISSAN
AUTOMOTIVE EUROPE.
-5-
3. Description of business
The Nissan Group (the “Group” or “Nissan”) consists of the Company, subsidiaries, affiliates, and other associated
companies. Its main businesses include manufacturing and sales of vehicles and automotive parts. In addition, the
Group provides sales finance businesses to support sales activities of the above businesses.
The Group has established the Global Nissan Head Office to function as its global headquarters. It decides group
resource allocation to the above respective businesses and manages their business operations group-wide. It also
operates the Global Nissan Group through four Regional Management Committees and handles cross-regional matters
such as research & development, purchasing, manufacturing, and so forth.
Customers
①Nissan Group Domestic Dealers
*Kanagawa Nissan Motor Co., Ltd
Global Nissan Group *NISSAN MOTOR SALES CO., LTD.
etc.
*Consolidated subsidiaries
**Companies accounted for by the equity method
In addition to the above companies, *Nissan trading Co., Ltd., *NISSAN NETWORK HOLDINGS COMPANY LIMITED
and others are included in the Group
The Group’s consolidated subsidiary listed on the domestic stock exchanges among above mentioned is as follows;
Nissan Shatai Co., Ltd. - Tokyo
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4. Information on subsidiaries and affiliates
(1) Consolidated subsidiaries
Relationship with Nissan Motor Co., Ltd. ( “NML”)
Percentage of voting rights Concurrent positions/offices
Description of principal
Name of company Location Capital held by directors
business Loans Business transactions Leasing of fixed assets
Percentage (Indirect Transferred Concurrent Dispatched
holdings)
Millions of yen % % Number Number Number Millions of yen
Manufacturing and Mutually leasing land
#☆ Hiratsuka-shi, selling automobiles None Manufacturing products and buildings with
Nissan Shatai Co., Ltd. Kanagawa 7,905 50.01 (0.01) 3 ― ― on behalf of NML
and parts NML
Leasing of land,
Kanda-machi,
Nissan Motor Kyushu Miyako-gun, Entrusted manufacturing None Manufacturing products buildings and
Co., Ltd. 10 automobiles and parts 100.00 ― 1 2 2 on behalf of NML production facilities
Fukuoka etc. owned by NML
Manufacturing and
AICHI MACHINE Atsuta-ku, selling automotive None Selling automotive parts None
INDUSTRY CO.,LTD. Nagoya-shi 8,518 100.00 ― 2 1 ― to NML
parts
Leasing of land,
Manufacturing and Selling automotive parts buildings and
JATCO Ltd Fuji-shi, Shizuoka 29,935 selling automotive 74.96 ― 5 ― ― None
parts to NML production facilities
owned by NML
NISSAN KOHKI CO., Samukawa-machi, Manufacturing and Selling automotive parts Leasing of production
Koza-gun, 2,020 selling automotive 97.73 ― 3 ― ― None facilities owned by
LTD. Kanagawa parts to NML NML
Extending loans to
NISSAN GROUP Nishi-ku, Finance to group None NML’s domestic Leasing of buildings
FINANCE CO., LTD. Yokohama-shi 90 companies 100.00 (100.00) ― 5 ― owned by NML
subsidiaries
Importing, exporting
Importing automotive
Nissan Trading Co., Ltd. Totsuka-ku, 320
and selling
100.00 ― 2 ― ― None parts on behalf of None
Yokohama-shi automobiles, parts and
other NML
Providing loans and
Financing retail and
# Mihama-ku, wholesale of other for sales finance Leasing company
NISSAN FINANCIAL 16,388 100.00 ― 2 2 1 None services for vehicles
SERVICES CO., LTD. Chiba-shi automobiles and manufactured by the vehicles to NML
automobile leases
Company
Developing,
Leasing of land and
Autech Japan, Inc. Chigasaki-shi, manufacturing and None Purchasing products buildings owned by
Kanagawa 480 selling limited edition 100.00 ― 3 3 ― manufactured by NML
automobiles NML
Business management
of the domestic sales
Leasing land and
NISSAN NETWORK Nishi-ku, network, as well as Leasing and entrusted buildings for
HOLDINGS 90 selling, purchasing, 100.00 (7.68) 1 3 ― None management of real
COMPANY LIMITED Yokohama-shi leasing and entrusted estate employees’ welfare
facilities to NML
management of real
estate
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Relationship with Nissan Motor Co., Ltd. ( “NML”)
Percentage of voting rights Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
Millions of yen % % Number Number Number Millions of yen
NISSAN FINANCE CO., Nishi-ku, Finance to group 282,000 funded as Lending for the group
2,491 100.00 ― ― 5 ― loan provided for None
LTD. Yokohama-shi companies working capital domestic subsidiaries
Kanagawa Nissan Motor Nishi-ku, Selling automobiles and Purchasing products
90 100.00 (100.00) 4 2 ― None None
Co., Ltd Yokohama-shi parts manufactured by NML
NISSAN MOTOR Selling automobiles and Purchasing products
Minato-ku, Tokyo 480 100.00 ― 3 1 ― None None
SALES CO.,LTD. parts manufactured by NML
Nissan Buhin Chuo Ota-ku, Tokyo Selling parts for None Purchasing parts for None
Hanbai Co., Ltd. 545 automobile repairs 84.05 (37.81) 6 1 1 repairs from NML
Purchasing automobiles
Nissan Car Rental Nishi-ku,
Solutions Co., Ltd. Yokohama-shi 90 Car rentals 100.00 (100.00) ― 2 1 None for car rental business None
from NML
Other domestic consolidated subsidiaries 84 companies
-8-
Relationship with Nissan Motor Co., Ltd. ( “NML”)
Percentage of voting rights Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
% % Number Number Number Millions of yen
Holding company for
European subsidiaries,
☆ Montigny-le- Millions of Euro pan-European Purchasing products
NISSAN AUTOMOTIVE Bretonneux, 100.00 (48.00) ― ― ― None None
EUROPE Yvelines, France 1,626 operational support manufactured by NML
and management of
European sales
☆
Nissan International Amsterdam, Millions of Euro Holding company for 143,184 funded as None None
The Netherlands 1,932 subsidiaries 100.00 ― 1 1 ― working capital
Holding B.V.
Voisins-le-
Millions of Euro Selling automobiles and Purchasing products
NISSAN WEST EUROPE Bretonneux, 6 parts 100.00 (100.00) ― ― ― None manufactured by NML None
Yvelines, France
NISSAN MOTOR (GB) Rickmansworth, Millions of £ stg. Selling automobiles and Purchasing products
Hertfordshire, 100.00 (100.00) ― ― ― None None
LIMITED United Kingdom 136 parts manufactured by NML
☆ Sunderland,
NISSAN HOLDINGS Tyne & Wear, Millions of Euro Holding company for None None None
871 British subsidiaries 100.00 (100.00) ― ― ―
(UK) LIMITED United Kingdom
NISSAN ITALIA S.R.L. Rome, Italy Millions of Euro Selling automobiles and None Purchasing products None
6 parts 100.00 (100.00) ― ― ― manufactured by NML
Manufacturing and
selling automobiles
NISSAN MOTOR Sunderland, Millions of £ stg. and parts, as well as Purchasing products
MANUFACTURING Tyne & Wear, vehicle development, 100.00 (100.00) ― ― ― None None
(UK) LIMITED United Kingdom 250 technical survey, manufactured by NML
evaluation and
certification in Europe
◇ Rolle, Vaud, Millions of Euro Managing Purchasing products
manufacturing 100.00 ― ― ― ― None None
Nissan International SA Switzerland 37
operations in Europe manufactured by NML
Manufacturing and
NISSAN MOTOR Barcelona, Spain Millions of Euro selling automobiles None Purchasing products None
IBERICA SA 20
99.81 (93.25) ― ― ― manufactured by NML
and parts
Millions of Euro Selling automobiles and Purchasing products
NISSAN IBERIA, S.A. Barcelona, Spain 100.00 (100.00) ― ― ― None None
12 parts manufactured by NML
Nissan Manufacturing Millions of Manufacturing and
RUS, Limited Liability Sankt-Petersburg, Rubles selling automobiles 13,169 funded as Purchasing products None
Russia 100.00 (100.00) ― ― ― working capital manufactured by NML
Company 31,300 and parts
Managing subsidiaries
☆◎ Franklin, Millions of US$ in North America and 330,453 funded as Purchasing products
Nissan North America, Tennessee, manufacturing and 100.00 ― ― 2 ― None
Inc. U.S.A. 1,792
selling automobiles working capital manufactured by NML
and parts
Providing loans and
☆ Franklin, Financing retail and other for sales finance
Millions of US$ wholesale of
Nissan Motor Acceptance Tennessee, 0 automobiles and
100.00 (100.00) ― 1 ― None services for vehicles None
Company LLC U.S.A. manufactured by the
automobile leases Company
-9-
Relationship with Nissan Motor Co., Ltd. ( “NML”)
Percentage of voting rights Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
% % Number Number Number Millions of yen
Nissan Global Hamilton, Bermuda Thousands of US$ Casualty insurance None Providing casualty None
Reinsurance, Ltd. 120 100.00 (100.00) ― 1 ― insurance
Selling automobiles and
parts, financing retail
Nissan Canada, Inc. Mississauga, Millions of Can$ and wholesale of None Purchasing products None
Ontario, Canada 81 100.00 (9.09) ― ― ― manufactured by NML
automobiles and
automobile leases
☆ Millions of Manufacturing and
Mexico, Purchasing products
Nissan Mexicana, S.A. Mexico MX Peso selling automobiles 100.00 (100.00) ― ― ― None manufactured by NML None
de C.V. 17,049 and parts
☆
Manufacturing and
NISSAN DO BRASIL Rio de Janeiro, Millions of BRL 7,701 funded as Purchasing products
AUTOMOVEIS Brazil 7,115 selling automobiles 100.00 (99.00) ― ― 4 working capital manufactured by NML None
and parts
LTDA
Mulgrave,
Nissan Motor Co. Victoria, Millions of A$ Selling automobiles and None Purchasing products None
(Australia) Pty. Ltd. 290 parts 100.00 (100.00) ― ― ― manufactured by NML
Australia
Millions of EG£ Manufacturing and
Nissan Motor Egypt 6th of October City, Purchasing products
S.A.E. Giza, Egypt (L.E.) selling automobiles 100.00 (0.00) ― ― ― None manufactured by NML None
3,544 and parts
Manufacturing and
Nissan (South Africa) Rosslyn, Millions of Rand selling automobiles 6,350 funded as Purchasing products None
Proprietary Limited South Africa 3 100.00 (100.00) ― ― ― working capital manufactured by NML
and parts
Nissan New Zealand Auckland, Millions of NZ$ Selling automobiles and None Purchasing products None
Limited New Zealand 51 parts 100.00 ― ― ― ― manufactured by NML
Managing operation in
Millions of Dh. Middle East and Purchasing products
Nissan Middle East FZE Dubai, UAE 2 selling automobiles 100.00 ― ― 1 ― None manufactured by NML None
and parts
Oragadam,
Nissan Motor India Millions of INR Selling automobiles and Purchasing products
Kanchipuram 18,900 parts 100.00 (100.00) 1 ― ― None manufactured by NML None
Private Limited District, India
☆
Oragadam, Manufacturing and
Renault Nissan Millions of INR Purchasing products
Automotive India Kanchipuram 57,732 selling automobiles 70.00 (45.00) ― ― ― None manufactured by NML None
District, India and parts
Private Limited
◇ Kota Bukit Indah,
Millions of IDR 22,713 funded as Purchasing products
PT Nissan Motor Purwakarta, 2,592,390 Selling automobiles 75.00 ― 1 ― ― working capital manufactured by NML None
Indonesia Indonesia
Purchasing products
Nissan Motor Bangsaothong, Millions of THB Manufacturing and manufactured by NML
Samutpraken, selling automobiles 75.00 (75.00) 1 ― 2 None None
(Thailand) Co., Ltd. Thailand 1,944 and parts and selling finished
cars to NML
- 10 -
Relationship with Nissan Motor Co., Ltd. ( “NML”)
Percentage of voting rights Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
% % Number Number Number Millions of yen
※ Miaoli, Republic of Millions of TWD Selling automobiles and Purchasing products
Yulon Nissan Motor Co., 40.00 ― ― 1 2 None None
Ltd. China 3,000 parts manufactured by NML
☆
NISSAN (CHINA) Millions of CNYYManaging business in Purchasing products
Beijing, China China and selling 100.00 ― ― 3 ― None None
INVESTMENT CO., 8,476 automobiles and parts manufactured by NML
LTD.
Nissan Motor Asia Bangsaothong, Millions of THB Operational support and Purchasing products
Samutprakarn, selling automobiles 100.00 ― 1 2 1 None None
Pacific Co., Ltd. Thailand 409 and parts manufactured by NML
Nissan Otomotiv Istanbul, Turkey Millions of TRY Selling automobiles and None Purchasing products None
Anonim Sirketi 106 parts 100.00 (100.00) ― 1 ― manufactured by NML
City of Buenos Manufacturing and
Nissan Argentina S. A. Aires, Millions of ARS selling automobiles None Purchasing products None
26,594 100.00 (98.00) ― ― ― manufactured by NML
Argentine and parts
Other foreign consolidated subsidiaries 109 companies
- 11 -
Relationship with Nissan Motor Co., Ltd. ( “NML”)
Percentage of voting rights Concurrent positions/offices
Description of principal
Name of company Location Capital held by directors
business Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
% % Number Number Number Millions of yen
# Mutually leasing land,
MITSUBISHI Minato-ku, Millions of yen Manufacturing and Mutual production and
buildings and
MOTORS Tokyo selling automobiles 34.02 ― ― 3 ― None joint development of production facilities
284,382 and parts vehicles and parts
CORPORATION with NML
Other affiliates accounted for by the equity method 32 companies
- 12 -
5. Employees
Notes:1. The number of employees presented above represents full-time employees. The figures in parentheses represent
the average number of part-time employees during the year ended March 31, 2022, and are not included in the
number of full-time employees.
2. The number of employees engaged in sales finance business was 4,497 (230).
Notes: 1. The number of employees presented above represents full-time employees. The figures in parentheses
represent the average number of part-time employees during the year ended March 31, 2022, and are not
included in the number of full-time employees.
2. The average annual salary for employees includes bonuses and overtime pay.
3. All the figures above are for the automobile business.
- 13 -
2. Business Overview
1. Management policy, management environment, and issues to be addressed
(1) Management policy and business strategies
The Group defined its corporate purpose as “Driving Innovation to Enrich People’s Lives”. This stated clearly the
Company’s raison d’etre, the question of why we exist and the role we play for the society, based on “Enriching People’s
Lives” that has been a Nissan's corporate vision for years, keeping the founder’s spirit of “Do what others don't dare to
do”. Meanwhile, the Group will strengthen its relationships with suppliers and dealers and work with them to bolster
our business model.
As it develops as a Company through its full range of global activities, Nissan seeks to not only create economic value
but also contribute solutions to society as a leading global automaker. Nissan is committed to all stakeholders—
including customers, shareholders, employees and the communities where it does business—and to delivering valuable
and sustainable mobility for all. Furthermore, we pursue the realization of a zero-emission, zero-fatality society by
actively contributing to the sustainable development of society. To be specific, the Group has set the goal to achieve
carbon neutrality across the Company's operations and the life cycle of its products by 2050.
To achieve this goal, the Company announced on November 29, 2021, a long-term vision, Nissan Ambition 2030. In
this vision, Nissan set the slogan as “Empowering Mobility and Beyond” and aimed to deliver two value propositions
of “Empowering journeys” and “Empowering Society”. To do so, we will drive innovation in the following fields.
<Accelerating electrified mobility with diverse choices and experiences>
Electrification is placed at the core of the Company’s long-term strategy. Based on customer demands for a diverse
range of exciting vehicles, the Company will introduce 23 new electrified models, including 15 new EVs by fiscal
year 2030, aiming for an electrification mix of more than 50% globally across the Nissan and INFINITI brands. In
order to achieve this objective, the Company aims to achieve an electrification mix of more than 40% globally by
fiscal year 2026 through an investment of approximately 2 trillion yen and the introduction of 20 new EV and e-
POWER equipped models.
< Increasing accessibility and innovation in mobility >
The Company will continue to evolve its lithium-ion battery technologies and introduce cobalt-free technology to
bring down the cost by 65% by fiscal year 2028. The Company aims to launch EV with its proprietary all-solid-state
batteries (ASSB) by fiscal year 2028 and set up a pilot plant in Yokohama as early as fiscal year 2024. With the
introduction of breakthrough ASSB, we will be able to expand its EV offerings across segments and offer more
dynamic performance.
In addition, the Company seeks to establish a global battery supply system to meet growing customer vehicle demand
and support the growing number of EVs in use. Furthermore, by delivering advanced driving assistance and
intelligence technologies, the Company aims for a world of zero deaths in traffic incidents and evolve diversified
means of transportation. For this, the Company aims to expand ProPILOT technology to over 2.5 million Nissan and
INFINITI vehicles by fiscal year 2026. Also, the Company aims to complete the development of next generation
LiDAR systems by the mid-2020s and to be introduced on every new models by fiscal year 2030.
<Global ecosystem for mobility and beyond>
In addition to technology upgrade, the Company will localize manufacturing and sourcing to make EVs more
competitive. The Company will expand the “EV36Zero”, an EV Hub creating a world-first EV manufacturing
ecosystem, which was launched in the UK to core markets including Japan, China and the U.S. EV36Zero is a fully
integrated manufacturing and service ecosystem connecting mobility and energy management with the aim of
realizing carbon neutrality. Along with 4R Energy, the Company’s refurbishing infrastructure will support a circular
economy in energy management, and the Company aims to fully commercialize its vehicle-to-everything and home
battery systems in the mid-2020s.
The Company implemented a production line at its Tochigi Plant in Japan featuring the Nissan Intelligent Factory
initiative, which would support the manufacture of next-generation vehicles using innovative technologies and started
production of the all-new “Nissan ARIYA” crossover EV. Also, the Group expanded the “Electrify Japan = Blue Switch”
action to the ASEAN region and is making efforts to solve local issues and realize a sustainable society by using electric
vehicles as mobile storage batteries in collaboration with local governments and companies.
Deeper collaboration with Alliance partners is also one of the essential factors to achieve our long-term vision. On
January 27, 2022, the Company, Renault and MITSUBISHI MOTORS CORPORATION (hereinafter the “member
companies”) announced “Alliance 2030”. This includes the common projects and roadmaps to strengthen our
competitiveness and profitability by leveraging each of its strengths and complementing each other through our
collaboration scheme. In this plan, the Alliance announced key initiatives such as investment of more than 23 billion
Euros in the next five years, enhanced usage of common platforms, and reinforcement on common battery strategy for
securing a global 220 GWh production capacity. Implementing this roadmap, the alliance will offer benefits to the three-
member companies and their customers. After announcing its new cooperation business model on May 27, 2020, to
support member-company competitiveness and profitability, the Alliance is now based on solid foundations, benefits
from an efficient operational governance organization and from intensified as well as flexible cooperation. Continuing
the Leader-Follower scheme defined, select technology is developed by one leading team with the support of the
followers, thereby allowing each member of the Alliance to access all the key technologies.
- 14 -
The Group announced on May 28, 2020, a four-year plan, NISSAN NEXT, to achieve sustainable growth, financial
stability and profitability by the end of fiscal-year 2023.
For many years until 2019, the Company expanded its business scale (production capacity) centered on emerging
markets with the assumption that demand would increase. The Company adopted a stretched growth strategy that placed
the highest priority on sales volume. While this strategy resulted in temporary success, it postponed necessary
investments in products and technologies. As a result, the Company was forced to rely on excessive incentives for sales,
thus resulting in a damaged brand. Promoting a sales expansion strategy without properly allocating management
resources led to the poor business performance.
In order for the Company to recover, it was necessary to fundamentally revise the way in which its conventional
businesses proceed and many strict efforts were required. At the same time, it meant that all employees must work
together to devote themselves to enhancing a brand that fits Nissan's name. By the end of fiscal year 2023, the
Company’s major mission is to rebuild its business foundation to compete in the next decade and move the Company to
a new stage.
The Company needed to be reformed to achieve this goal. The Company devised a powerful strategy to bring out its
true strengths of potential, diversity and manufacturing. The Company will concentrate its efforts on building a solid
financial foundation and globally competitive products. The Company will bring out its true value through major
changes to recover a sustainable business. To that end, the Company is focusing on two priority areas.
The first is optimization. The Company is executing a solid plan aimed at structural reforms in the business, cost
reduction and efficiency improvement. The Company is focusing on expanding profits, improving profitability and
extending its strengths, regardless of scale and market share, to become leaner. As a concrete measure, the Company is
optimizing its production capacity and organizing its global product lineup. Both of these involve tough decisions but
they are important activities that enable significant reductions in fixed costs.
The second is priority and focus. The Company is refocusing its efforts on core competencies in priority markets, main
products and priority technologies while leveraging the power of the Alliance. Through creation of products that change
the perspective of customers, the Company will establish a business foundation that allows it to challenge the
competition more strongly than ever.
By implementing the plan, Nissan aims to achieve a 5% operating profit margin and a sustainable global market share
of 6% by the end of fiscal year 2023, including proportionate contributions from its 50% equity joint venture in China.
Our transformation plan aims to ensure steady growth instead of excessive sales expansion. We are now concentrating
on our core competencies and enhancing the quality of our business, while maintaining financial discipline and focusing
on net revenue per unit to achieve profitability. This coincides with the restoration of a culture defined by “Nissan-ness”
for a new era.
The road to recovery is not easy but the Company will put forth its entire power to overcome it. Although the automobile
industry has reached a major turning point, the Company aims to become a company of great value, which is needed by
society, by fulfilling its role while maximizing its strengths toward the realization of a future mobility society.
Nissan will recover by the end of fiscal year 2023 and generate healthy free cash flows in the automobile segment. In
fiscal year 2021, Nissan achieved positive net income attributable to owners of parent, and free cash flows in the
automobile business in the second half of the year. Nissan must deliver value for customers around the world. To do
this, we must make breakthroughs in the products, technologies and markets where we are competitive. This is Nissan’s
DNA. In this new era, Nissan remains people-focused, to deliver technologies for all people and to continue addressing
challenges as only Nissan can.
- 15 -
The Group revisited the six categories of the prior fiscal year’s objective and decided to use the seven categories for the
current fiscal year, which are sales volume (on a retail basis), operating profit, marginal profit, fixed costs, free cash
flows in the automobile business (China joint venture proportionate basis), quality and employee engagement. These
performance indicators are of critical importance to the second year of the NISSAN NEXT plan. With respect to sales
volume (on a retail basis), operating profit, marginal profit, and fixed costs, in principle, the target levels were designed
taking into consideration the levels that are necessary to achieve break even as well as frequent supply chain disruptions
and unstable factory production and managed as a set to optimize profitability. The achievement ratios for those
indicators on China joint venture proportionate basis were 125%. Similarly, in principle, the target for free cash flow in
the automobile business was set by taking into consideration the levels that are necessary to achieve break even as well
as supply chain disruptions. The result exceeded the target level, resulting in an achievement ratio of 109% on China
joint venture proportionate basis. For quality, FY2021 target was comprised of elements of quality guarantee and
customer satisfaction, and the achievement ratio was 100%. For employee engagement, the Company has set the target
figures based on external benchmarks (based on employee survey results conducted at other global companies), and the
achievement ratio was 67%. The total achievement ratio was 115%.
- 16 -
B) Improper payments of financial “incentives” to Nissan distributors instructed by Ghosn
Ghosn instructed a Nissan subsidiary to make payments totaling 14.7 million U.S. dollars to a distributor managed by
an acquaintance outside Japan who had previously offered him personal financial support (a fact Ghosn withheld from
Nissan’s board of directors and the relevant departments within the company). Payments were made under the pretext
of covering expenses for special business projects and were approved through Nissan’s CEO Reserve, an emergency
budget over which only Ghosn and a selected few direct subordinates had approval authority.
Ghosn also instructed a Nissan subsidiary to make payments totaling 32 million U.S. dollars to a distributor outside
Japan, an employee of which transferred tens of millions of dollars to Ghosn and a company related to Ghosn (a fact
Ghosn withheld from Nissan’s board of directors and the relevant departments within the company). Payments were
made under the pretext of granting financial incentives to the distributor in question and were approved through the
CEO Reserve.
The Company has received a written notice of commencement of trial procedures dated December 13, 2019, from the
Commissioner of the FSA. In response to this written notice, on December 23, 2019, the Company has submitted a
written answer not disputing the alleged facts and the amount of the administrative monetary penalty. After that, the
Company has received the administrative monetary penalty payment order, dated February 27, 2020, of 2,424,895,000
yen from the Commissioner of the FSA.
On March 3, 2022, the Company received from the Tokyo District Court a guilty judgment regarding the violation of
the FIEA (submission of annual securities reports containing false statements) and was ordered a penalty of 200,000,000
yen. The Company treats the judgment with utmost seriousness, and after careful consideration of the principal penalty
and the findings in the judgment, the Company has decided not to appeal. Since the Company and the prosecutors did
not appeal against the guilty judgment on the Company within the period determined by the Criminal Procedure Act,
the judgement has been finalized.
On April 26, 2022, pursuant to the provisions of Article 185-8-6 of the FIEA, the FSA modified the penalty by deducting
200,000,000 yen, which is equal to the criminal penalty in the judgment, thereby making the total amount of the
administrative penalty 2,224,895,000 yen. This administrative monetary penalty has been paid in full.
Also, in an unfair dismissal lawsuit filed in the Amsterdam District Court by Ghosn against NMBV and another Nissan’s
subsidiary, NMBV brought a counterclaim against Ghosn for repayment of the sums Ghosn appropriated unlawfully
from NMBV. On May 20, 2021, The Amsterdam District Court dismissed Ghosn’s claims and ordered Ghosn to return
roughly 5 million Euros. On August 20, 2021, Ghosn submitted the statement of appeal to the Amsterdam Court of
Appeal.
One of the residences purchased for personal use as a result of misuse of company funds by Ghosn has been sold.
The Company has filed a provisional disposition order in the British Virgin Islands against Ghosn and related parties
for a luxury yacht and has filed a lawsuit based on the order seeking damages, etc. Also in Japan, the Company has filed
lawsuits against Carlos Ghosn on February 12, 2020, and Greg Kelly, the former Representative Director of the
Company, on January 19, 2022, seeking recovery of damages. Going forward, the Company will continue to take
necessary measures based on the findings of the Company’s internal investigation, including legal measures to recover
damages, in order to account for the responsibility of the former chairman and others.
In December 2019, new management has been established, whose members have been selected by the Nomination
Committee. As demonstrated by the establishment of new management, strengthening of the supervisory function of
internal audit, and so on, the Company is working on various countermeasures to prevent recurrence.
The Company continues its efforts to improve its governance, including ongoing implementation of the improvement
measures stated in the Improvement Measures Status Report submitted to Tokyo Stock Exchange on January 16, 2020,
as well as reviewing necessary improvements from time to time going forward. The Company also continues to reform
its corporate culture, renew corporate ethics, disclose corporate information appropriately and enhance compliance-
focused management.
- 17 -
2. Business and other risks
With regard to disclosure in the Business Overview, Financial Information and other parts of this Securities Report, the
significant items which may affect the decisions of our investors can be grouped under the following risk factors.
Any future forecasts included in the following descriptions are based on the estimates or judgment of the Group as of
June 30, 2022.
1. Rapid changes in the global economy and economic climate
(1) Economic factors
The demand for products and services provided by the Group is strongly affected by the economic conditions in each
country or market in which they are offered for sale. Although the Group strives to anticipate change in economic
climate and demands precisely and to take necessary measures in the major markets like as Japan, China, North
America and Europe, in case of greater-than-anticipated downturn such as global economic crisis, a pandemic and
increasingly complex geopolitical risk, it could have a significant effect on the Group’s financial position and business
performance.
(2) Situation regarding resources and energy
The demand for products and services provided by the Group largely varies depending on rapid changes in the situation
surrounding various resources and energy as represented by the hike of prices of crude oil, natural gas, renewable
energy, etc. If gasoline prices continue to rise, consumer demand is forecast to shift to products with better fuel
consumption and overall demand could decline in case of further hikes in gasoline prices. In addition to traditional
automobile materials such as iron, aluminum and resin, if prices of precious metal such as lithium, cobalt, nickel,
rhodium and palladium fluctuate drastically beyond normal expectation, the Group’s financial position and business
performance could be affected due to deterioration in operating performance and/or opportunity loss.
2. Rapid changes and moves in the automobile market
The automobile industry is currently experiencing intensified market competition worldwide. To win given such
intense competition, the Group maximizes its efforts in all aspects of technology development, product development
and marketing strategy to timely provide products and services that address customer needs. Nevertheless, the failure
to timely provide products and services that address customer needs or improper responses to environmental and/or
market changes could have a significant effect on the Group’s financial position and business performance.
Demand might decrease or change due to the progress of negative factors such as a decline in population, the aging
society and a dwindling birthrate in a mature market, whereas demand might considerably increase in emerging markets.
These changes or trends might generate favorable results for the Group with a rise in business opportunities but could
result in an adverse effect on the Group’s financial position and business performance due to an excessive dependency
on certain products and/or regions unless appropriate forward-looking steps are undertaken.
In addition, the rapid spread of electrified vehicles and stricter regulations on greenhouse gas emissions around the
world require an initiative aiming for carbon neutrality across the whole life cycle of cars. Delays in our responses to
these social and environmental requirements could affect the Group’s financial position and business performance.
Furthermore, in recent years, Advanced Driver-Assistance Systems have been onboard several vehicle models and
some products are currently being marketed, which will bring about strong momentum for future growth toward the
next-generation automobile society with further evolution of driver-assistance technology. To this end, it is
indispensable to cooperate with regulatory agencies in each country, and for automobile manufacturers and the
companies with cutting-edge technologies to collaborate in formulating new rules for driving on public roads. On the
other hand, countries and vehicle manufacturers are facing fierce competition in the development of new technology,
which could have a significant effect on the Group’s business performance and financial position due to possible
increases in development expenses and vehicle costs.
In the future, the conventional business model of “automobile manufacturers produce and sell vehicles as hardware,
whereas customers purchase, own and use such vehicles” is expected to change substantially with the propagation of
several promising business categories such as car sharing, ride sharing and robot taxi service.
In addition, it is expected that the core added value of cars, that is, the performance of vehicles as hardware, might shift
to software-based value such as “what kind of experience can cars provide to customers including services related to
cars.”
As a result, the attractiveness of software will become the key to differentiation from other companies, and the know-
how and expertise of the Group in developing and mass-producing of vehicles, which have been our strengths, may
become less valuable.
In anticipation of these expected changes, there are movements to enter the market from outside the traditional
automobile industry, including new mobility.
In response to these movements, in November 2021, the Company announced a long-term vision, “Nissan Ambition
2030” with a slogan “Together we empower mobility and beyond,” which states what the Company wishes to be in
2030. This vision shows our direction toward the future to stakeholders in order to achieve the Company’s corporate
purpose and embraces our beliefs and commitment to improving the mobility of people and widening the potential of
a society with our partners, aiming to realize a cleaner, safer and more inclusive world. Under the vision, the Group is
advancing hardware (electricity, intelligence, autonomous driving, strengthening connectivity functions) and
enhancing software (proposing new added value by strengthening connected functions). Aiming for this, the Group is
actively investing in development, hiring and training diverse human resources, strategically collaborating with
companies in different industries, and collaborating with start-up companies.
- 18 -
However, if changes occur at a rate and to a scope beyond expectations, and the Group is unable to respond adequately
to such changes, the Group may not be able to maintain its advantage over new competitors and may lose its
competitiveness.
- 19 -
(6) Counterparty credit and other related risks
The Group does business with a variety of local counterparties including sales companies, financial institutions and
suppliers in many regions around the world. The Group is exposed to the risk that such counterparties could default on
their obligations. The Group manages to mitigate its own counterparty credit risk by conducting a comprehensive
ongoing assessment of these counterparties based on their financial information. Nonetheless, should unprecedented
conditions such as bankruptcies of sales companies, financial institutions and suppliers be triggered by a global
economic crisis that could adversely affect the Group’s financial position and business performance.
In March 2022, Marelli Holdings Co., Ltd. together with a part of its subsidiaries including Marelli Corporation, who
is one of the core suppliers for the Group, made an application for an Alternative Dispute Resolution on Business
Revitalization (“Business Revitalization ADR”), one of the Japanese extra-judicial dispute-settlement procedures, and
commenced discussion about a business revitalization plan with its creditors mainly constituted of bank lenders. On
June 24, 2022, the applicant was not able to get all bank lenders’ agreement on its business revitalization plan, and
Rehabilitation proceeding commenced instead assuming transition to Simplified Rehabilitation scheme under the Civil
Rehabilitation Law. As Simplified Rehabilitation is designed as a scheme where an applicant company continuously
operates its business, impact to the Group’s business is expected to be limited given current status of the discussion.
However, if the simplified rehabilitation plan does not progress as expected, it may trigger credit incident of such
supplier, and possible suspension or delay of supply, or a deficiency in supply from this supplier may happen. This
could lead to the Group’s production suspension, delay, cut or increase of financial burden, cost and thereby may
significantly affect Group’s financial position and business performance.
(7) Employee retirement benefit expenses and obligations
The amounts of retirement benefit obligation and related expenses of the Group, which are provided for retirement
benefits of employees of the Group companies, are calculated using various actuarial assumptions including the
discount rate applied, the long-term expected rates of return on plan assets and other factors. When the Group’s actual
results differ from those assumptions or when any of the assumptions change, the resulting effects will be accumulated
and recognized over future periods; therefore, the cumulative effect could adversely affect the recognition of expenses
and liabilities recorded in future periods.
- 20 -
in drivers engaged in driving. Although the Group has insurance policies to assure the source of funding product
liability claims to a certain extent, this does not necessarily mean that all damages are fully covered. If the recalls that
the Group has implemented for the benefit of customers’ safety become significant in volume and amount, the Group
would not only incur significant additional expenses but also experience damage to its brand image, which could
adversely affect its financial position and business performance.
(5) Risks associated with climate change
The Paris Agreement adopted in 2015 declared that global CO2 emissions that affect climate change shall be scaled
back as soon as possible toward the target of net zero emissions of human-driven CO2 emissions by the second half of
the 21st century. In addition, national policy and corporate efforts to achieve net zero emissions by no later than 2050
increased since Intergovernmental Panel on Climate Change (IPCC) published 1.5ºC special report in 2018.
The Group’s ultimate goal is to hand over abundant natural assets to the next generation by reducing the dependence
on the environment and the environmental impact, both of which derive from its business operations and/or its vehicles,
to a level controllable or absorbable by nature. To this end, the Group is committed, hand-in-hand with suppliers, to
reducing CO2 emissions at every stage of its value chain from the procurement of raw materials for vehicles to the
transportation of vehicles and when vehicles are driven. The Nissan Green Program 2022, the medium-term
environmental action plan, stipulated global Key Performance Indicators (KPIs) and target values at the respective
stages, and the Group has publicly announced its annual results.
When total automobile value-chain is considered, CO2 emissions when vehicles are used, accounting for 80% or more
of the total, are significantly higher compared to the emissions derived from ordinary corporate activities. Therefore
they might trigger risks such as climate change-related regulations in the near future (CO2 emissions for vehicles in
use were 119,431 kton-CO2 of the 137,610 kton-CO2 in emissions for the entire value chain (a sum of emissions for
Scope 1, Scope 2 and Scope 3), both actual performance for fiscal year 2020. Comparable scope 1 and Scope 2
emissions derived from ordinary corporate activities are 738 kton-CO2 and 1,805 kton-CO2, respectively).
Consequently, according to the 2ºC Scenario of IPCC, the Group declared a long-term vision of reducing CO2
emissions discharged from a new car by 90% by 2050 compared to emissions in 2000 and achieved in 2010 for the
first time in the world mass-production of EVs that address transition risks of climate change. Future expansion is
expected in the global market. Concerning more stringent regulations on fuel consumption and CO2 emissions in
Europe and the United States of America, the Group already has implemented the latest electrification technologies
such as e-POWER/EV at the occasion of model changes, and expects to assuredly comply with these regulations. In
Japan, approximately two-thirds of the passenger vehicles already have been electrified (new car sales basis), and the
Group aims to sell one million electric drive vehicles annually by fiscal year 2023. Including such efforts, in the Nissan
Green Program 2022, which was announced in 2017, the Group intends to achieve the target of reducing 40% of CO2
emissions discharged from a new car by 2022 (compared to 2000) with these initiatives. In fiscal year 2020, the
reduction effect reached 37.4%.
In January 2021, the Group announced a new goal to achieve carbon neutrality across the company’s operations and
the life cycle of its products by 2050. As part of this effort, by the early 2030s every all-new Nissan vehicle offering
in key markets will be electrified. The Group will take initiatives to achieve this new goal by further improving
environmental measures and activities for creating social value such as reduction in CO2 emissions and
commercialization of electrification technologies.
The Group recognizes that it is important to consider different resilient strategies, in which possible changes are
assessed according to several scenarios, for example, in view of a 1.5ºC or 4ºC rise in temperature in considering the
risks and opportunities that might be caused by uncertain future phenomena such as climate change. Therefore, the
Group started to analyze each scenario to clarify possible impacts and expected greater impacts or potential for creating
opportunities for each scenario in the following areas:
Scenarios Areas of impact Opportunities and risks in business activities generated by greater climate change.
Development of electric powertrain technologies and increase in production costs in response
Policies and legal to more stringent regulations on fuel consumption and exhaust emissions of automobiles.
regulations Increase in energy costs due to carbon tax expansion and increase in investment in energy
saving facilities in response to such tax expansion.
Effect on costs incurred by adopting next-generation automobile technologies such as
expansion of EV related technology including vehicle battery and autonomous driving
Technological
technology.
change
1.5ºC Effect resulting from increased demand on the supply chain for rare metals, which are raw
materials for vehicle batteries, and increased cost to stabilize such supply chain.
Possibility of decrease in number of new vehicles sold caused by choice of public
Market change transportation or bicycle and transfer to mobility services by consumers due to their change in
awareness.
Increase in provision of electricity management opportunity with Vehicle-to-Everything
(Opportunity) (V2X), charging/discharging electricity technology for EV, and rediscovery of value of EV
(particularly, for Vehicle-to-Grid (V2G)).
Abnormal weather Effects of abnormal weather such as heavy rain and drought on supply chains and operations
conditions of production bases, and increases in non-life insurance premiums and air-conditioning costs.
4ºC
Surge in the need for emergency power sources using EV batteries as a disaster
(Opportunity)
prevention/management measure.
- 21 -
For some of the areas of impact, the Group has begun identifying financial impacts to reconfirm the value and
importance of climate change-related risk management. We plan to disclose the results in our sustainability report.
However, if society as a whole does not quickly take measures to address climate change, the Group might suffer from
the transition risk that could be caused by harsher policies and/or legal regulation toward a carbon-free society such as
introducing carbon pricing and carbon border taxes, an increase in R&D operations and actual market demand and/or
a change in corporate reputation, as well as the physical risk of an increase in disasters due to abnormal weather
conditions and sea surface elevation, which could have a significant effect on the Group’s financial position due to a
possible increase in costs to address the respective risks and a possible decline in car sales performance.
(6) Environmental and safety-related regulations and Corporate Social Responsibility (CSR)
Aside from the climate change factors described in (5), the automobile industry worldwide is influenced by a broad
spectrum of environmental and safety related regulations governing the emission levels of exhaust fumes, CO2/fuel
economy guidelines, noise level, chemical substance management, recycling and water resources. These regulations
have become increasingly stringent.
The Company has established an organizational system that interacts and cooperates with each region, each function
and various stakeholders in order to promote comprehensive environmental management as a global company,
responding to diversifying environmental issues. Corporate officers elected in accordance with agenda items attend the
Global Environmental Management Committee (G-EMC), which is held twice a year and co-chaired by the Directors,
where company-wide policies and contents of reports to the Board of Directors are resolved. In addition, the Group
understands that environmental risks including climate change are reported regularly at the Internal Control Committee,
and are thus under control.
Indeed, compliance with such regulations is obvious to industrial corporations, and the Group is actively committed
both inside and outside of the Group to several continuous environmental activities based on the Nissan Green Program
2022 as part of CSR and to ensure and/or maintain an advantageous position against competitors. However, the burden
of ongoing development and investments has been increasing. As a consequence, a further rise in these costs could
have an impact on the Group’s financial position and business performance.
Furthermore, even if the aforementioned initiatives are addressed by the Group, in case our stakeholders such as
shareholders and customers do not evaluate that such initiatives provide a certain competitive edge for the Group, a
negative impact on stock prices and/or sales might result, which could considerably affect the Group’s financial
position and business performance.
- 22 -
On the other hand, in 2018 and 2019, a former Representative Director of the Company was indicted on suspicion of
violation of the Financial Instruments and Exchange Act (charged with submitting false securities reports) and a former
Representative Director, Chairman was additionally indicted on suspicion of violation of the Corporate Act (charged
with aggravated breach of trust). In conjunction with these indictments, the Company itself was indicted on suspicion
of violation of the Financial Instruments and Exchange Act. The Company took this situation very seriously and formed
a Special Committee for Improving Governance (SCIG) consisting of several independent third parties and independent
Outside Directors of the Company. In June 2019, the Company submitted an Improvement Measures Report, which
states details of the situation and the improvement measures, to the Tokyo Stock Exchange. In January 2020, the
Improvement Measures Status Report, which describes status of implementation and operation of the improvement
measures, was submitted to the Tokyo Stock Exchange. The Company continues to improve governance, reform the
corporate culture, renew corporate ethics, disclose corporate information appropriately and enhance compliance-
focused management.
However, compliance issues apply to any and all actions of all employees, all corporate officers and all directors.
Accordingly, it is difficult to completely prevent such incidents unless the entire Company clearly recognizes the
importance of compliance and the need to improve the environment for effective adherence thereto, as well as ensuring
that every employee, corporate officer or director truly understands the importance of compliance and acts everyday
with compliance in mind. Should the needed governance not be fully realized or any compliance violation recur, the
social credibility of the Group and trust in its brand or products could be impaired and significantly affect the Group’s
business performance. In 2020, we designated December 9, the United Nation’s International Anti-Corruption Day, as
the Nissan Ethics Day. On this day, as a Group-wide initiative, employees of all regions look back over their business
conduct and consider how they can practice Nissan’s values in their daily work.
The number of laws, regulations and rules that should be observed is increasing year by year, whereas expectations
and demands relative to CSR in contemporary society are also increasing. Even if the perpetrator of an improper act is
its secondary or tertiary supplier or distributor, or in the case when such incidents happen regarding products that were
distributed in channels other than the regular sales route anticipated by the Group, the Group could be criticized for
social responsibility and delayed, insufficient and/or improper responses on compliance-related issues could adversely
affect the confidence and/or reputation of the Group, thereby adversely affecting the Group’s business performance
through, for example, a possible decline in sales resulting from a damaged reputation.
5. Continuation of business
(1) Large-scale natural disasters
The Group, with corporate headquarters and many of its manufacturing facilities located in Japan, considers
geographical risk of earthquakes (tsunamis) and water damage as the most important risk to be managed. The Group
has developed basic guidelines on earthquake risk management, and has organized a global task force, which is
composed of key members of the Management Council, to direct disaster prevention and recovery activities. In addition,
the Group has been strengthening its manufacturing facilities with anti-seismic reinforcement. The Group also
promotes establishment of measures for volcanic eruption as part of its earthquake countermeasures. However, if an
unexpectedly severe earthquake were to hit one of the Group’s key facilities causing a halt in production, this would
significantly affect the Group’s financial position and business performance.
Moreover, the Group also addresses preventive measures and the improvement of the emergency response system and
establishment of systems that can utilize the batteries of EVs as emergency electric supplies during power outages, to
prepare for risks of earthquakes (tsunamis) and recent increases in water damage events (typhoons and floods).
Nevertheless, if any of these risk factors occurs or spreads on an unprecedented scale, such risk could adversely affect
the Group’s financial position and business performance.
In the wake of the Great East Japan Earthquake, the Kumamoto Earthquake, the heavy rain in west Japan, Typhoons
Faxai and Hagibis in 2019, various unforeseen risks emerged as listed below.
• The risk that plant operations could be restricted, to a significant extent, because a scheduled power failure is forcibly
implemented or a long-term power shortage continues.
• The risk that plant employees and/or suppliers could not restore operations or operate facilities within areas of limited
or no access, in which people cannot restore or operate facilities based on an evacuation directive to restrict or
prohibit entry due to radioactive pollution from a nuclear power generation plant.
• The risk that the acceptance of parts and/or products could be rejected or postponed by customers because of
radioactive pollution, as well as the risk of sluggish sales due to harmful rumors.
• The risk of tsunamis, for which damage projections (e.g., the height of a tsunami and the scope of the expected
devastated areas) are now much more severe than previously anticipated, in the event of any significant earthquakes
such as the “Nankai Trough Earthquake.”
• The risk that a supplier of the Group could be damaged by an earthquake in one of many active fault zones in Japan,
significantly limiting plant operations.
• Landslides and widespread power outages caused by typhoons and heavy rains (gusts)
The Group is currently improving and addressing effective countermeasures to solve these problems. However, these
risks often cannot be handled by the Group alone and may entail certain costs to implement actions, and therefore could
have an impact on the Group’s financial position and business performance.
- 23 -
(2) Purchase of raw materials and parts
The Group purchases raw materials, parts/components and services from many suppliers by reason of its business
structure. In addition, the use of rare metals, of which production volume is extremely small and production mines are
limited to a small number of countries or regions, has been increasing, in association with the implementation of new
technologies. As a result, the Group is exposed to risks such as a drastic change in the supply-demand balance, disasters,
pandemic, discovery of human rights violations or a radical change in the political situation of a production country.
In order to minimize such risks, the Group has strived continuously for enhancement of a stable procurement system
including Business Continuity Plan (“BCP”) level improvement in cooperation with suppliers, consideration of
alternative suppliers and securing raw materials and parts/components in the entire supply chain. However, an
unpredictable change in market conditions could entail a greater-than-anticipated level of risk in the stable procurement
of necessary raw materials, parts/components on an ongoing basis, which could significantly affect the Group’s
financial position and business performance.
- 24 -
3. Management’s analysis of financial position, operating results and cash flows
2) Cash flows
Cash and cash equivalents at the end of the current fiscal year decreased by ¥241.3 billion (11.9%) from the end of the
prior fiscal year to ¥1,792.7 billion. This reflected ¥847.2 billion in net cash provided by operating activities, ¥146.8
billion in net cash used in investing activities and ¥1,092.6 billion in net cash used in financing activities, as well as an
increase of ¥145.0 billion in the effects of foreign exchange rate movements on cash and cash equivalents and a ¥5.9
billion increase attributable to a change in the scope of consolidation.
Note: The figures represent the production figures for the 12-month period from April 1, 2021 to March 31, 2022.
- 25 -
b. Orders received
Information on orders received has been omitted as the products manufactured after the related orders are received
are immaterial to the Group.
c. Actual sales
Number of vehicles sold
(on a consolidated basis: units) Change Change
Sales to
(units) (%)
Prior fiscal year Current fiscal year
Japan 461,809 417,776 (44,033) (9.5)
Note: The figures in China and Taiwan, which are included in “Asia,” represent the sales figures for the 12-
month period from January 1 to December 31, 2021. Those sold in Japan, North America, Europe, Other
overseas countries and Asia (excluding China and Taiwan) represent vehicles sold for the 12-month period
from April 1, 2021 to March 31, 2022.
(2) Analysis and discussions of the Group’s operating results from the viewpoint of management
The following analysis and discussions of the Group’s operating results, etc., from the viewpoint of management are,
in principle, based on the consolidated financial statements.
Any future forecasts included in the following descriptions are based on the best estimates or judgment of the Group
as of June 30, 2022, the date of filing this Securities Report.
1) Significant accounting policies and estimates
The Group’s consolidated financial statements are prepared in accordance with accounting principles generally
accepted in Japan. The preparation of consolidated financial statements requires management to select and apply
the accounting policies and to make certain estimates which affect the amounts of the assets, liabilities, revenues
and expenses reported in the consolidated financial statements and accompanying notes. Although management
believes that the estimates made reasonably reflect past experience as well as present circumstances, the actual
results could differ substantially because of the uncertainty inherent in those estimates.
In preparing the consolidated financial statements, significant estimates are described below. Due to the adoption
of the “Accounting Standard for Disclosure of Accounting Estimates”, some items that could have a significant
impact on the next consolidated fiscal year are described in (Significant accounting estimates) of the 1.
Consolidated Financial Statements in 5. Financial Information.
- 26 -
2) Recognition, analysis and discussions of the operating results, etc., for the current fiscal year
The results of recognition, analysis and discussions of the Group’s operating results and financial position, for the
current fiscal year are as follows:
(Operating results)
a. Net sales
Consolidated net sales for the current fiscal year were ¥8,424.6 billion, an increase of ¥562.0 billion (7.1%) year
on year mainly due to improvements in the quality of sales and exchange rate fluctuations despite a decrease in
sales volume.
b. Operating income
Consolidated operating income totaled ¥247.3 billion, an improvement of ¥398.0 billion from operating loss of
¥150.7 billion for the prior fiscal year, and operating income as a percentage of net sales was 2.9% for the current
fiscal year.
Major factors were improvements in the quality of sales, strict cost control and exchange rate fluctuations despite
an increase in raw material prices.
c. Non-operating income and expenses
Consolidated net non-operating income of ¥58.8 billion was recorded for the current fiscal year, an improvement
of ¥129.3 billion from net non-operating expenses of ¥70.5 billion for the prior fiscal year. This result was mainly
due to an improvement in equity in earnings of affiliates.
d. Special gains and losses
Consolidated net special gains of ¥78.1 billion were recorded for the current fiscal year, improving by ¥196.2
billion from net special losses of ¥118.1 billion for the prior fiscal year. This was mainly due to recording of gain
on sales of investment securities of ¥76.1 billion due to sales of the shares in Daimler AG held by the Company in
the first quarter of the fiscal year ended March 31, 2022.
e. Income taxes
Income taxes for the current fiscal year increased by ¥52.8 billion (57.1%) to ¥145.4 billion from the prior fiscal
year.
f. Net income attributable to owners of parent
Net income attributable to owners of parent for the current fiscal year improved by ¥664.2 billion from the prior
fiscal year to ¥215.5 billion.
(Business segments)
a. Automobiles
The Group’s worldwide automobile sales (on a retail basis) for the year ended March 31, 2022, decreased by 176
thousand units (4.3%) from the prior fiscal year to 3,876 thousand units. This was mainly due to the semiconductor
supply shortage. The number of vehicles sold in Japan decreased by 10.3% to 428 thousand units. Vehicles sold
in China decreased by 5.2% to 1,381 thousand units. Those sold in North America including Mexico and Canada
decreased by 2.4% to 1,183 thousand units, those sold in Europe decreased by 13.3% to 340 thousand units and
those sold in other overseas countries increased by 5.9% to 543 thousand units.
Net sales in the automobile business (including inter-segment sales) for the current fiscal year increased by ¥486.6
billion (7.0%) from the prior fiscal year to ¥7,475.7 billion.
Operating loss was ¥155.0 billion, improving ¥282.0 billion from the prior fiscal year. This was mainly due to
revenue enhancement as a part of improvements in the quality of sales, benefits from the supply-demand balance
resulting from the semiconductor supply shortage and exchange rate fluctuations despite an increase in raw
material prices.
b. Sales finance
Net sales in the sales finance business (including inter-segment sales) for the year ended March 31, 2022 increased
by ¥11.7 billion (1.1%) from the prior fiscal year to ¥1,031.7 billion. Operating income increased by ¥106.9 billion
(39.9%) from the prior fiscal year to ¥374.8 billion mainly from sales finance companies in the United States of
America due to the release of credit loss provisions, an increase in used vehicle prices, and improvement of
portfolio quality.
- 27 -
(Geographic segments)
a. Japan
In the Japan market, TIV decreased by 9.5% year on year to 4.22 million units. The Group’s sales (on a retail
basis) decreased by 10.3% from the prior fiscal year to 428 thousand units due to the semiconductor shortage and
suspension of shipment of “ROOX.” The Group’s market share decreased to 10.2%, down 0.1 percentage point
year on year. As a result, net sales in Japan (including inter-segment sales) for the current fiscal year decreased by
¥85.9 billion (2.7%) from the prior fiscal year to ¥3,122.1 billion. The Group recorded an operating loss of ¥229.8
billion, deteriorating by ¥26.7 billion from the prior fiscal year mainly due to an increase in raw material prices
and a decrease in the number of vehicles sold (including exports).
b. North America
In the North America market, including Mexico and Canada, TIV decreased by 2.4% to 17.07 million units. The
Group’s sales (on a retail basis) in North America decreased by 2.4% to 1,183 thousand units. Net sales in North
America (including inter-segment sales) for the current fiscal year increased by ¥370.0 billion (9.3%) to ¥4,345.2
billion. Operating income was ¥330.7 billion, improving by ¥284.4 billion (613.7%) from the prior fiscal year.
This improvement was mainly from an increase in net revenue per unit mainly through improvement of our brand
with renewed attractive product lineup and strict control of sales incentives as well as the increase in profit of sales
finance businesses partially offset by an increase in raw material prices and a decrease in the number of vehicles
sold.
In the United States of America market, TIV decreased by 3.4% to 14.47 million units. Although the sales of the
all-new “Rogue” and all-new “Frontier” were strong, the Group sold (on a retail basis) 893 thousand units, down
3.7% from the prior fiscal year due to the semiconductor supply shortage. The Group’s market share was 6.2%,
remaining nearly flat from the prior fiscal year.
c. Europe
In the Europe market, TIV decreased by 3.3% to 15.50 million units. The Group sold (on a retail basis) 289
thousand units in the Europe market, excluding Russia, down 11.9% from the prior fiscal year. The Group’s market
share decreased by 0.2 percentage points to 2.1%. In addition, the Group’s sales (on a retail basis) in Russia
decreased by 20.1% to 51 thousand units. Net sales in Europe (including inter-segment sales) for the current fiscal
year were ¥1,107.2 billion, an increase of ¥12.1 billion (1.1%) from the prior fiscal year. Operating loss of ¥28.4
billion was recorded, improving by ¥2.3 billion from the prior fiscal year mainly due to an increase in net revenue
per unit led by successful launch of the all-new “Quashqai” as well as strict control of sales incentives and pricing.
d. Asia
Sales volume in the Asia market, excluding China, decreased by 0.8% to 145 thousand units. Net sales in Asia
(including inter-segment sales) for the current fiscal year increased by ¥123.1 billion (10.7%) from the prior fiscal
year to ¥1,279.8 billion. Operating income for the current fiscal year was ¥94.4 billion, an increase of ¥71.2 billion
(307.4%) from the prior fiscal year.
In the China market, TIV increased by 5.0% to 24.61 million units. Although the sales of the “Sylphy,” “Altima”
and other models were strong, due to the semiconductor supply shortage, the Group’s sales (on a retail basis) in
China decreased by 5.2% from the prior fiscal year to 1,381 thousand units, accounting for a market share of 5.6%,
decreasing by 0.6 percentage points. The operating results of Chinese joint venture, Dongfeng Motor Co., Ltd.,
are reflected as equity in earnings or losses of affiliates in non-operating income or expenses.
e. Other overseas countries
In other markets, consisting of Oceania, Middle East, South Africa and Central and South America excluding
Mexico, etc., the Group’s sales volume (on a retail basis) increased by 8.5% to 398 thousand units. The Group’s
sales volume (on a retail basis) in Central and South America market increased by 19.7% year on year to 169
thousand units. The Group’s sales volume (on a retail basis) in the Middle East decreased by 0.9% year on year to
116 thousand units. The Group’s sales volume (on a retail basis) in the Africa market such as South Africa
increased by 10.0% to 68 thousand units. Net sales in other markets consisting of the aforementioned regions
(including inter-segment sales) for the current fiscal year increased by ¥242.7 billion (38.9%) from the prior fiscal
year to ¥866.6 billion. Operating income was ¥55.7 billion, an increase of ¥54.2 billion from the prior fiscal year.
- 28 -
(Analysis of sources of capital and liquidity)
a. Cash flows
(Cash flows from operating activities)
Net cash provided by operating activities decreased by ¥475.6 billion to ¥847.2 billion in the current fiscal year from
¥1,322.8 billion provided in the prior fiscal year. This was mostly due to working capital deterioration mainly from the
semiconductor shortage and smaller sales finance portfolio decrease partially offset by improved profitability.
Year-on-Year Comparison
(Millions of yen)
Automobile &
Sales financing Consolidated total
Eliminations
Cash flows from operating activities (105,693) (369,909) (475,602)
- 29 -
b. Financial policies
Financial activities within the Group are managed centrally by the Finance and Accounting Department of the Company.
The Group is engaged in activities to improve cash efficiency through the implementation of a global cash management
system.
The Group has developed a basic financial strategy under which the Group raises funds from appropriate sources and
maintains an appropriate level of liquidity and a sound financial position so that the Group can make investments in
research and development activities, capital expenditures and its finance business on a timely basis.
The Group manages the investments in research and development activities and capital expenditures at a relatively
constant rate against annual sales. The Group plans to focus our business resources on core markets, core models and
core technologies. The Group focuses on the quality of the financial assets and invests in its sales finance business. The
Group decides the distribution of dividends to shareholders, considering various factors including profits and free cash
flows.
The Group had ¥1,701.0 billion of cash and cash equivalents in the automobile business and approximately ¥1,910.3
billion of committed lines available for drawing as of March 31, 2022. In addition to securing funding in the normal
course of its business, the Company and its subsidiaries secured additional funds to meet cash needs due to the impact
of COVID-19 in an aggregate amount of ¥ 2,385.1 billion with multiple financial institutions after April 2020 including
issuing USD and EUR denominated bonds, and ¥704.4 billion has been repaid as of the filing date of this Securities
Report. It is necessary to pay careful attention to the liquidity of the Group in view of the global semiconductor shortage
and the impact from COVID-19 etc. However, as the Group has entered into loan commitment agreements with major
international banks in addition to the cash and cash equivalents as above, the Group believes that a level of liquidity
sufficient to meet the Group’s funding requirements is being maintained.
Whether or not the Group can raise funds without collateral and the related costs depends upon the credit rating of the
Group. Currently, the Group’s credit rating is investment grade, however, this favorable rating is not presented herein
with the intention of inviting the purchase or holding of the Group’s debt securities.
- 30 -
4. Important business contracts
Date on which
Company which entered
Counterparty Country Agreement agreement entered
into agreement
into
Nissan Motor Co., Ltd. Overall alliance in the
(Filer of this Securities Renault France automobile business including March 27, 1999
Report) equity participation
Nissan Motor Co., Ltd. Daimler AG Germany Agreement on a strategic
(Filer of this Securities cooperative relationship April 7, 2010
Report) Renault France including equity participation
Nissan Motor Co., Ltd. MITSUBISHI Overall alliance in the
(Filer of this Securities MOTORS Japan automobile business including May 25, 2016
Report) CORPORATION equity participation
Nissan Motor Co., Ltd. Daimler AG Germany
(Filer of this Securities
Report) Renault France
Agreement on a strategic
Renault-Nissan B.V. Netherlands cooperative relationship October 3, 2018
MITSUBISHI including equity participation
MOTORS Japan
CORPORATION
As to the important business contract with Renault, to enhance the governance and increase transparency, parts of its contents
are disclosed as follows to the extent that would not conflict with contractual obligations of confidentiality.
(Standstill)
Without prior approval of the board of directors of Nissan, Renault is prohibited from acquiring shares in Nissan exceeding
44.4% unless a third party acquires or announces that it intends to acquire 20% or more of Nissan’s shares, or the right to
nominate one or more persons on the board of directors of Nissan. Without prior approval of the board of directors of Renault,
Nissan group is prohibited from acquiring shares in Renault exceeding 15% unless Renault does not comply with certain
principles with respect to its voting rights (see below).
- 31 -
(Renault-Nissan B.V. History, Expiration of Management Agreement)
On April 17, 2002, in accordance with the RAMA, each of Nissan and Renault s.a.s., a wholly owned subsidiary of Renault,
entered into a management agreement with a fixed term of 10 years (the “Management Agreement”) with Renault-Nissan
B.V., a company jointly and equally owned by Renault and Nissan. Under each Management Agreement, Nissan and Renault
s.a.s. delegated to Renault-Nissan B.V. the power to decide and propose certain matters concerning the business of each
company. In April 2012, each Management Agreement was renewed for another 10-year period. However, since 2019, when
it carried out the fundamental improvements of its governance, Nissan has decided that all major matters concerning Nissan’s
business require decisions of the board of directors of Nissan. The Management Agreement between Nissan and Renault-
Nissan B.V. expired on April 16, 2022.
- 32 -
5. Research and development activities
The Group has been active in conducting research-and-development activities in the environment, safety and various
other fields in order to realize a sustainable mobility society in the future.
The research and development costs of the Group amounted to ¥484.1 billion for the current fiscal year.
The Group’s research and development organization and the results of its activities are summarized as follows:
- 33 -
Furthermore, “Note Aura” was launched in August 2021. The all-new “Note” and “Note Aura” awarded 2021-22 Japan
Car of the Year, 31st (2022) RJC Car of the Year, and 2021-2022 JAHFA Car of the Year. Along with this, in the second
half of fiscal year 2021, we sold the highest number of registered electrified models* in Japan, including hybrid cars. (*
Total volume of “Note” and “Note Aura.” Electrified models mean vehicles running using entirely or partly electric
energy stored in battery as motive power. Electrified models ranking is based on the Nissan survey using the vehicle
registration information (information of new registration of new vehicles) during a period from October 2021 to March
2022.) At the same time, the second generation e-POWER system equipped on both models was awarded the “RJC
Technology of the Year 6 best.” Furthermore, the e-POWER system is being increasingly deployed in the global market
and the “Sylphy” and the “Qashqai” equipped with e-POWER are available in China and Europe, respectively.
The e-POWER will continue to evolve as a technology that can be installed in a wide variety of car models, balancing
environmental performance and driving performance at a sophisticated level. Just like EVs, in order to further reduce
costs, the Company will work to develop an engine dedicated to power generation and simplify the system specializing
in engine operation at a fixed RPM and load. Furthermore, for a power generation engine for the next generation e-
POWER, the Company will develop technologies for achieving 50% thermal efficiency, at the world’s highest level,
aiming for further reduction of CO2 emissions (fuel economy improvement).
Reducing vehicle weight is one of the key challenges to improving fuel economy. The Group therefore focuses on three
aspects: materials, manufacturing methods, and structure rationalization. In terms of materials, the Group has been quick
to expand the use of ultra-high-tensile strength steel that allows the coexistence of high strength and high formability
features, and in recent years, also applying it to frame components for a wide variety of models from minicar models to
INFINITI.
In 2020, high-formability 980 MPa-class high-tensile strength steel was equipped in the “Rogue” and ultra-high-tensile
strength steel with strength increased to 1,470 MPa was equipped in the “Note.” Furthermore, aluminum for which the
closed loop recycling process was applied to the hoods and doors of “Rogue” and “Qashqai.” The closed loop recycling
process is an environmentally-conscious technology that recycles waste aluminum and saves 90% or more of energy
required for making roughly the same content of aluminum from raw materials. These technologies are being used in a
wider range of vehicle models to promote weight reduction as well as contribute to cutting energy consumption through
reducing the use of materials and recycling.
In the area of structure rationalization, the e-POWER system, which equips a newly designed motor and inverter, has
been adopted in the all-new "Note" launched in 2020, achieving a 6% increase in power output while reducing the weight
of the motor by 15% and the inverter by 30%.
The Group not only “manufactures and sells EVs” but also provides various “Nissan Energy” solutions, including the
improvement of the environment, which would contribute to making people’s lives and society with EVs more affluent,
and has established an “EV eco-system” that integrates these solutions.
“Nissan Energy” is composed of the following three fields:
・Nissan Energy Supply: Nissan Energy Supply provides connected charging solutions that customers may need to enjoy
safe and convenient EV lives.
・Nissan Energy Share: A vehicle-to-home system charges the connected electric vehicle, which then shares power with
the home. This demonstrates Nissan Energy Share by using Nissan’s EV technology to store, share and repurpose
energy, offering new value. Nissan promotes extending this electricity-sharing scheme to buildings and local
communities.
・Nissan Energy Storage: Batteries built into Nissan EVs retain high performance even after electricity has been used for
the vehicle’s functions/operations. Nissan Energy Storage provides promising solutions for secondary utilization of
batteries by anticipating the widespread use of EVs in the future.
Cooperating with 4R Energy Corporation, Nissan started trials to test operations using renewable energy stored in
stationary batteries, which reuse batteries from “Nissan LEAF,” solar panels, and surplus electricity that no longer apply
to feed-in tariff at 10 7-Eleven convenience stores in Kanagawa, Japan.
In addition, East Japan Railway Company introduced a recycled lithium-ion storage battery (ENEHAND GREEN) as a
power source for a railroad crossing security system reusing the 24 kWh battery module of “Nissan LEAF.” This power
source realizes longer service life and lower operation costs compared with conventional lead-acid battery power sources,
contributing to realizing an environmentally friendly, recyclable system using recycled batteries.
Beyond that, Nissan also takes part in the Electrify Japan “Blue Switch” program, an activity that aims to solve issues
faced in Japan such as global warming, disaster prevention measures, promotion of renewable energy, revitalization of
local tourism, and traffic issues by utilizing EVs. EVs are effective tools for utilizing renewable energy and can greatly
contribute to realizing a decarbonized society, which is a global issue. As of March 31, 2022, over 170 agreements have
been made as cooperation with local governments and companies under the Blue Switch program.
Regarding safety, Nissan is committed to advancing and expanding technologies for safety performance, making efforts
to reduce the number of accidents to reduce accident victims.
- 34 -
In Japan, under the Japan New Car Assessment Program (JNCAP), the “Nissan Roox,” “Note/Note Aura” and “Nissan
Kicks” obtained the highest evaluation (5 Stars). In the United States of America, the “Nissan LEAF,” “Nissan LEAF
e+,” “Murano,” “Altima,” “Maxima,” “Sentra,” “Versa” and INFINITI “QX50” obtained the highest evaluation (5 Stars)
under the United States New Car Assessment Program (US-NCAP), whereas the “Maxima,” “Altima,” “Rogue” and
“Murano” were recognized as “Top Safety Picks+ (TSP+)” and the “Sentra” was recognized as “Top Safety Picks (TSP),”
respectively, by the Insurance Institute for Highway Safety (IIHS). In Europe, the “Qashqai” obtained the highest
evaluation (5 Stars) under the European New Car Assessment Program (Euro NCAP).
In addition, the Group promotes the adoption of driver assistance technology that can be expected to significantly reduce
the number of traffic accidents. The company has been selling the ProPILOT technology since 2016 and the ProPILOT
2.0 which enables hands off navigation-linked route driving in the same lane on highways since 2019, and these sales
have reached cumulative total of 1,630 thousand units globally by March 31, 2022.
Furthermore, in Nissan Ambition 2030, the Company aims to sell more than 2.5 million units of Nissan and INFINITI
vehicles equipped with ProPILOT technology by fiscal year 2026.The Company will also further develop its autonomous
vehicle technologies, aiming to incorporate next-generation high-performance LIDAR systems on virtually every new
model by fiscal year 2030.
The Group will always be actively involved in research and development activities designed to launch new and highly
competitive products on the market and to pioneer advanced technologies for the future based on the Nissan Ambition
2030.
- 35 -
3. Equipment and Facilities
1. Overview of capital expenditures
The Group (the Company and its consolidated subsidiaries) invested ¥345.0 billion during this fiscal year, in particular,
to accelerate the development of new products, safety and environmental technology and on efficiency improvement of
the production system.
- 36 -
(3) Foreign subsidiaries
(As of March 31, 2022)
Net book value
Company Location Address Description Land Buildings & Machinery Number of
Other Total employees
Area Amount structures & vehicles
(m2) (Millions (Millions (Millions (Millions (Millions (Persons)
of yen) of yen) of yen) of yen) of yen)
Production plant Production
Smyrna, Tennessee, facilities for
Nissan North America, for vehicles 15,646
Canton, Mississippi, vehicles, 26,019,144 13,532 74,393 37,067 121,783 246,775
Inc. and parts and parts and (1)
USA, etc.
other facilities others
Production plant Production
Morelos, Mexico, facilities for
Nissan Mexicana, S.A. for vehicles 14,076
and Aguascalientes, vehicles, 6,379,730 7,443 28,878 66,054 46,386 148,761
de C.V. and parts and parts and (21)
Mexico
other facilities others
NISSAN MOTOR Production plant Sunderland, Tyne Production
facilities for 6,335
MANUFACTURING for vehicles & Wear, United vehicles and 2,861,491 1,743 21,793 13,684 48,715 85,935
(470)
(UK) LIMITED and parts Kingdom parts
Renault Nissan Production plant Oragadam, Production
facilities for 4,968
Automotive India for vehicles Kanchipuram vehicles and 2,468,582 3,082 13,820 26,502 22,185 65,589
(1)
Private Limited and parts District, India parts
Production plant Bangsaothong, Production
Nissan Motor (Thailand) facilities for 3,726
for vehicles Samutpraken, vehicles and 998,180 2,871 7,911 4,119 21,352 36,253
Co., Ltd. (15)
and parts Thailand parts
Production plant Production
facilities for
NISSAN DO BRASIL for vehicles Resende, Rio de vehicles and 2,405
2,738,167 2,975 13,497 2,150 886 19,508
AUTOMOVEIS LTDA and parts and Janeiro, Brazil parts and (42)
other facilities others
Note: Right-of-used assets are included in net book values of the foreign subsidiaries.
In addition to the above, other major leased assets are presented as follows:
- 37 -
4. Corporate Information
1. Information on the Company’s shares
1) Number of shares
Number of shares authorized to be
Type
issued
Common stock 6,000,000,000
Total 6,000,000,000
2) Right plans
Not applicable
(3) Exercise status of bonds with share subscription rights containing a clause for exercise price adjustment
Not applicable
(4) Changes in the number of shares issued and the amount of common stock and other
Changes in the Balance of the Changes in Balance of
Changes in Balance of
number of shares number of shares legal capital legal capital
Period issued issued
common stock common stock
surplus surplus
(Thousands) (Thousands) (Millions of yen) (Millions of yen) (Millions of yen) (Millions of yen)
From April 1, 2016 To
(274,000) 4,220,715 ― 605,813 ― 804,470
March 31, 2017 (Note)
Note: Decrease due to retirement of treasury stock
- 38 -
(6) Principal shareholders
(As of March 31, 2022)
Number of shares
(excluding
Number of treasury stock)
Name Address shares held held as a
percentage of total
shares issued
(Thousands) (%)
Renault S.A. 13-15 QUAI ALPHONSE LE GALLO 92100
(Standing agent: Settlement & BOULOGNE BILLANCOURT, FRANCE
1,831,837 43.7
Clearing Services Division, Mizuho (Shinagawa Intercity A Bldg., 2-15-1 Konan,
Bank, Ltd.) Minato-ku, Tokyo)
The Master Trust Bank of Japan, Ltd.
2-11-3 Hamamatsu-cho, Minato-ku, Tokyo 371,174 8.9
(Trust account)
THE CHASE MANHATTAN BANK,
WOOLGATE HOUSE, COLEMAN STREET,
N.A., LONDON
LONDON EC2P 2HD, ENGLAND
(Standing agent: Settlement & 126,385 3.0
(Shinagawa Intercity A Bldg., 2-15-1 Konan,
Clearing Services Division, Mizuho
Minato-ku, Tokyo)
Bank, Ltd.) (Note)
Custody Bank of Japan, Ltd.
1-8-12 Harumi, Chuo-ku, Tokyo 78,427 1.9
(Trust account)
STATE STREET BANK WEST
1776 HERITAGE DRIVE, NORTH QUINCY,
CLIENT - TREATY 505234
MA 02171, U.S.A.
(Standing agent: Settlement & 39,279 0.9
(Shinagawa Intercity A Bldg., 2-15-1 Konan,
Clearing Services Division, Mizuho
Minato-ku, Tokyo)
Bank, Ltd.)
Nippon Life Insurance Company 1-6-6 Marunouchi, Chiyoda-ku, Tokyo
(Standing agent: The Master Trust Nippon Life securities management portion 37,820 0.9
Bank of Japan, Ltd.) (2-11-3 Hamamatsu-cho, Minato-ku, Tokyo)
168 ROBINSON ROAD#37-01 CAPITAL
GIC Private Limited – C TOWER SINGAPORE 068912
36,267 0.9
(Standing agent: MUFG Bank, Ltd.) (Transaction Services Division, 2-7-1
Marunouchi, Chiyoda-ku, Tokyo)
SSBTC CLIENT OMNIBUS
ACCOUNT
ONE LINCOLN STREET, BOSTON MA USA
(Standing agent: Custody Operations
02111 30,121 0.7
Division, Tokyo Branch, The
(3-11-1 Nihonbashi, Chuo-ku, Tokyo)
Hongkong and Shanghai Banking
Corporation Limited)
Moxley and Co LLC 270 PARK AVENUE., NEW YORK,
(Standing agent: Settlement & NY 10017, U.S.A.
27,046 0.6
Clearing Services Division, Mizuho (Shinagawa Intercity A Bldg., 2-15-1 Konan,
Bank, Ltd.) Minato-ku, Tokyo)
JP Morgan Chase Bank 385781 25 BANK STREET, CANARY WHARF,
(Standing agent: Settlement & LONDON, E14 5JP, UNITED KINGDOM
25,132 0.6
Clearing Services Division, Mizuho (Shinagawa Intercity A Bldg., 2-15-1 Konan,
Bank, Ltd.) Minato-ku, Tokyo)
Total ― 2,603,488 62.1
Notes: 1. In addition to the above, the Company holds 27,236 thousand shares of treasury stock.
2. Daimspain, S.L. and Daimspain DAG, S.L. substantially holds 126,313 thousand shares of the Company, with
an individual distribution of Daimspain, S.L. holding 100,505 thousand shares and Daimspain DAG, S.L.
holding 25,808 thousand shares although these shares are in custody of THE CHASE MANHATTAN BANK,
N.A. LONDON on the shareholders’ register. Daimspain DT, S.L. substantially holds 13,829 thousand shares
of the Company in custody of THE CHASE MANHATTAN BANK, N.A. LONDON SPECIAL ACCOUNT
NO. 1 and if this is added, the total number is 140,142 thousand shares.
- 39 -
(7) Status of voting rights
1) Shares issued
(As of March 31, 2022)
Number of shares Number of voting rights
Classification Description
(Shares) (Units)
(Treasury stock)
Common stock ― ―
Shares with full voting rights 27,235,500
(Treasury stock, etc.) (Crossholding stock)
Common stock ― ―
201,600
Shares with full voting rights Common stock
41,924,444 ―
(Others) 4,192,444,400
Stocks of less than a standard Common stock
― ―
unit 833,612
Total shares issued 4,220,715,112 ― ―
Crossholding stocks of less than a standard unit (As of March 31, 2022)
Shareholder Number of shares
Crossholding stock:
Kochi Nissan Prince Motor Sales Co.,
Ltd.
2-21 Asahi-cho, Kochi-shi, Kochi 105,600 ― 105,600 0.00
Kai Nissan Motor Co., Ltd. 706 Kamiimai-cho, Kofu-shi, Yamanashi 37,800 53,200 91,000 0.00
1-1-8 Hanazono-cho, Takamatsu-shi,
Kagawa Nissan Motor Co., Ltd. 4,800 100 4,900 0.00
Kagawa
Note: The shares included in “Number of shares held under the names of others” represents those held by Nissan’s
crossholding share association (address: 1-1-1 Takashima, Nishi-ku, Yokohama-shi, Kanagawa). (Fractional
numbers under 100 have been omitted.)
- 40 -
2. Acquisition of treasury stock
Type of shares: Acquisition of shares of common stock under Article 155, Item 7 of the Companies Act
(1) Acquisition of treasury stock based on a resolution approved at the annual general meeting of the shareholders
Not applicable
(2) Acquisition of treasury stock based on a resolution approved by the Board of Directors
Not applicable
(3) Acquisition of treasury stock not based on a resolution approved at the annual general meeting of the shareholders
or on a resolution approved by the Board of Directors
(4) Current status of the disposition and holding of acquired treasury stock
Current fiscal year Period for acquisition
Total Total
Number of disposition Number of disposition
Classification
shares amount shares amount
(Thousands) (Millions of (Thousands) (Millions of
yen) yen)
Acquired treasury stock for which subscribers
― ― ― ―
were solicited
Acquired treasury stock that was disposed of ― ― ― ―
Acquired treasury stock for which transfer of
shares was conducted in association with
― ― ― ―
merger/stock exchange/share
issuance/corporate separation
Other (Disposal of Treasury Stock for
1,204 1,217 ― ―
Restricted Stock Unit system)
Number of shares of treasury stock held 27,236 ― 27,236 ―
Note: “Treasury stock acquired during the period for acquisition” does not include the number of stocks of less than
a standard unit purchased during the period from June 1, 2022, to the filing date of this Securities Report.
- 41 -
3. Dividend policy
The Company positions the return of profits to shareholders as one of the most important management policies. The
return of profits to shareholders mainly consists of the distribution of dividends, and the Company aims to ensure the
stable distribution of dividends while taking into account the level of cash on hand, past records and forecasts of profits
and free cash flows, the required investment for the future, and other factors.
As the Company has determined in its articles of association that the Company may distribute interim dividends as
stipulated in Article 454, Paragraph 5, of the Companies Act, the final decision-making organization is the Board of
Directors for the interim dividend with a record date of September 30, and a general meeting of the shareholders for the
year-end dividend.
As for the distribution of dividends from surplus for the year ended March 31, 2022, the Company determined to pay an
interim dividend of ¥0 per share and a year-end dividend of ¥5 per share, resulting in an annual amount of ¥5 per share.
The Company intends to apply its internal reserve to preparations for future business development and R&D costs.
Note: Dividends from surplus for which the record date belongs to the fiscal year ended March 31, 2022, are as follows:
Total dividend amount Dividend per share
Date of resolution
(Millions of yen) (Yen)
Resolution at the Board of
November 9, 2021 ― ―
Directors meeting
Resolution at the annual
June 28, 2022 general meeting of 19,573 5
shareholders
Note: Total dividends were obtained by deducting the amount corresponding to the equity of Renault shares held by the
Company.
- 42 -
4. Corporate governance
2) Summary of the Company’s corporate governance system and the reason for adopting this system
As noted in “Basic corporate governance policy” above, the Company has adopted a three statutory committee format, which
can clearly separate management functions and supervisory, oversight and auditing functions, for the purpose of improving
the transparency of the decision-making process and of conducting speedy and agile business execution.
First, the Company’s Board of Directors, led by the independent outside directors, shall decide the basic direction of
management by taking a variety of perspectives into account and plays the role of supervising the directors and executive
directors. The number of directors is a number appropriate to facilitate lively discussions and swift decision-making. In order
to create an environment where discussions in meetings of the Board of Directors are led by the independent outside directors,
a majority of the directors is independent outside directors and the Board Chair is also an independent outside director. The
Board of Directors shall decide on basic management policies and important matters set forth under the law, articles of
incorporation and the regulations of the Board of Directors and, in order to carry out effective and flexible management, as
a general rule, the Board of Directors delegates a great portion of its power to decide on business activities (excluding matters
exclusive to the Board of Directors under law) to executive officers. The Board of Directors currently consists of twelve (12)
directors, whose names are listed in 4. Corporate governance (2) Members of the Board of Directors and Statutory Auditors.
Of the 12 directors, seven (7) are outside directors: Yasushi Kimura, Masakazu Toyoda, Keiko Ihara, Motoo Nagai, Bernard
Delmas, Andrew House and Jenifer Rogers. The Board of Directors has appointed Yasushi Kimura as the Board Chair and
Jean-Dominique Senard as the Vice Board Chair. Masakazu Toyoda is acting as the lead independent outside director.
- 43 -
iii) Audit Committee
The Board of Directors appoints at least a majority of the members of Audit Committee from among the independent outside
directors. Its chair is also an independent outside director.
The Audit Committee has adequately qualified and able directors (including the ability to collect information within Nissan
and experience and/or expertise in international audits. In addition, these directors should have worked as an auditor,
accountant or other professional in the field of finance.) and shall perform audits of executive officers’ business execution.
In addition, the Audit Committee has the authority to audit the effectiveness with regard to the monitoring function of the
Board of Directors on an ongoing basis. As a part of audits of business execution including the organization and operation
of Nissan’s internal control systems, the Audit Committee receives reports from executive officers, corporate officers, and
employees on their business execution for the Company and its group companies, in accordance with the Audit Committee’s
annual audit plan and on an ad-hoc basis as necessary. In addition, the Chair has meetings with executive officers including
the president and chief executive officer periodically and exchanges opinions in various areas. Furthermore, the Chair
attends important meetings etc. to state his opinions, reviews internal approval documents and other important documents,
and requests explanations or reports from executive officers, corporate officers, and employees as necessary. The Chair
shares his collected information with other members of the Audit Committee in a timely manner.
The Audit Committee, in conducting its audits, cooperates with the internal audit department and the independent auditor
in an appropriate manner, to enhance the effectiveness of “tri-parties” audit. Under the leadership of the Audit Committee,
collaboration among three parties is contributing to the enhancement of the effectiveness of internal control systems by
sharing information on the issues pointed out in their respective audits and the status of their remediation in a timely manner.
Furthermore, the Audit Committee supervises the internal audit department, periodically receives reports from them on the
progress and results of its internal audit activities conducted in accordance with their internal audit plan, and provides
instructions regarding internal audit as necessary.
In addition, the Audit Committee is the contact point for whistleblowing with concerns regarding the involvement of
management such as executive officers, and deals with whistleblowing by establishing a system where relevant executive
officers cannot identify the whistleblower and the content of whistleblowing.
The Audit Committee consists of five (5) directors: Motoo Nagai (the chair), Yasushi Kimura, Masakazu Toyoda, Jenifer
Rogers, and Pierre Fleuriot.
Finally, executive officers decide on business activities which are delegated in accordance with the resolutions of the Board
of Directors and executes the business of the Company group. Currently, six (6) executive officers, of which two (2) are
Representative executive officers, are appointed as described in (2) Members of the Board of Directors and Statutory
Auditors. Several conference bodies have been established to deliberate on and discuss important corporate matters and the
execution of daily business affairs. Furthermore, in the pursuit of more efficient and flexible management, the authority for
business execution is clearly delegated as much as possible to corporate officers and employees.
- 44 -
ii) Systems to ensure compliance of executive officers’ and employees’ activities with Laws and articles of association
a. The Company implements the “Global Code of Conduct,” which explains acceptable behaviors of all employees working
at the group companies of the Company worldwide and promotes understanding of our rules of conduct.
b. In order to ensure rigorous and strict compliance with the code of conduct, the Company and its group companies offer
educational programs such as an e-learning system.
c. With regard to members of the Board of Directors as well as executive officers, etc. of the Company, the Company shall
establish “Guidance for directors, executive officers, etc.,” which explains the acceptable behaviors of the members of
the Board of Directors and executive officers.
d. The Company stands firm and takes appropriate actions against anti-social forces or groups. If any director, corporate
officer or employee is approached by such forces or groups, the said individual shall promptly report such matter to
his/her superiors and specific committee, and shall follow their instructions.
e. All directors, corporate officers and employees are encouraged to use good conduct, and to neither directly nor indirectly,
be involved in any fraud blackmail or other improper or criminal conduct. In cases of becoming aware of any such
impropriety or illegal activity, or the risk thereof, in addition to acting resolutely against it, he/she shall promptly report
such matter to his/her respective superiors and specific committee, and shall follow their instructions.
f. For the purpose of monitoring and ensuring compliance with the code of conduct, the Company establishes the Global
Compliance Committee. The compliance topics detected by the Global Compliance Committee, which are related to
executive officers of the Global Head Quarters and the chair of the Management Committee are directly reported to the
Audit Committee.
g. The Company implements a hotline system with internal and external points of contact, by which the employees are able
to submit their opinions, questions and requests, as well as report an act that may be suspected as a violation of compliance,
freely and directly to the Company’s management. The Company has established the system where, as for the matters
with doubt of involvement of the management such as executive officers, etc., related executive officers, etc. do not be
able to gain knowledge of the whistleblower or the detail of the report by making the Audit Committee the body to report
to.
h. The Company is committed to continually implementing relevant company rules. The Company continually offers
education programs to employees as part of its program to promote the understanding and compliance with such corporate
rules.
i. The Company is committed to improve and enhance the internal control systems to ensure accuracy and reliability of its
financial reports in accordance with the Financial Instruments and Exchange Act together with its related rules and
standards. This is accomplished through adherence to J-SOX testing, review, and reporting protocols (required under the
Financial Instruments and Exchange Act). The Company designs and effectively operates processes. Further the Company
addresses identified accounting and internal control findings.
j. The Board of Directors appoints outside directors that has independency (independent outside director) for the majority
of its members and for its chair and shall focus on supervising the status of execution of duties by executive officers by
taking a number of measures such as periodically receive reports from executive officers, periodically hold meetings only
with the independent outside directors, establish a lead independent outside director, enhance the secretariat’s personnel
and function, and secure independency and further, shall receive assessment from a third party evaluation organization
in respect to its functionality once every three years.
k. The Audit Committee appoints independent outside director for a majority of its member and as its chair and also appoint
adequately qualified and able Director and shall perform audit of executive officers’ status of business execution. In
addition, the Audit Committee shall appropriately audit the effectiveness with regard to the monitoring function of the
Board of Directors on an ongoing basis.
l. The Company shall establish a department under the Audit Committee specialized in internal audit for the purpose of
regularly auditing group companies’ business and their observance of processes, policies, laws, and other matters as
appropriate. Regional internal audit departments have been established to perform internal audits under the supervision
of Nissan’s global internal audit department.
m. The Audit Committee shall, as necessary, cooperate with the Nomination Committee and the Compensation Committee.
n. Considering the possibilities of conflict of interest between Renault, other major shareholders or MITSUBISHI MOTORS
CORPORATION, which is one of the other parties of the Alliance, and the Company, Representative executive officer
must not concurrently serve as a director, executive officer, or any other officer or other positions of Renault, other major
shareholders or MITSUBISHI MOTORS CORPORATION and the subsidiaries and affiliates thereof. If an executive
officer concurrently serves in such position upon assuming the office of Representative executive officer of the Company,
he/she and the Company shall promptly take necessary measures to leave such position at the other company.
o. If a director has held the position of director, executive officer or other positions with a title at Renault, other shareholders
or MITSUBISHI MOTORS CORPORATION or its subsidiaries and affiliates thereof, such director shall not participate
in the deliberation and resolution of an agenda raised at the Company’s meeting of Board of Directors that may cause a
conflict of interest between the company in which the director has held a position and the Company.
p. The Company’s activities relating to the Nissan-Renault- MITSUBISHI MOTORS CORPORATION Alliance, including
operational functions under common-management, are subject to direction, supervision and oversight by the company’s
Board of Directors, Executive Committee and relevant executive officers, etc. Decision-making occurs by the Company’s
Board of Directors, executive officers or employees in accordance with the Company’s Delegation of Authority, and as
otherwise necessary to comply with legal and regulatory requirements and also in consideration of the possibility of
conflict of interest between the Company and Renault or the Company and MITSUBISHI MOTORS CORPORATION.
q. Upon newly establishing or changing the organization internally, the Company shall not adopt a structure where the
authority is divided in a way which may possibly inhibit the check function of the legal, accounting, financial and other
managerial departments.
- 45 -
iii) Rules and systems for proper management of risk and loss
a. The Company minimizes the possibility of occurrences of risk and, if they occur, mitigates the magnitude of losses by
sensing such risks as early as possible and implementing appropriate countermeasures. In order to achieve such objectives,
the Company and its Group companies implement the “Global Risk Management Policy.”
b. Management of material company-wide risks is assigned primarily to the members of the Risk Management Committee,
who are responsible to implement necessary measures such as preparing relevant risk management manual.
c. Concerning the management of other specific business risks beyond those supervised directly by the Risk Management
Committee, they are handled by each manager in the business function who will evaluate, prepare and implement the
necessary measures to minimize such risks.
d. The internal audit department of the Company on behalf of the Audit Committee shall conduct auditing activities pursuant
to the relevant audit standards in order to provide assurance on the state of internal controls pursuant to a risk based
methodology and consulting when appropriate.
iv) Systems to ensure accurate records and the retention of information of executive officers’ execution of business
a. The Company preserves and appropriately manages the documents and other information relating to executive officers’
execution of business.
b. Results of all corporate decisions made by various divisions and department pursuant to Delegation of Authority are
preserved and retained either electronically or in writing.
c. While the departments in charge are responsible for proper and strict retention and management of such information, in
particular, for materials related to important management councils, directors and executive officers and other employees
of the Company have access to any records within a reasonable range as required for the purpose of performing their
business activities.
d. The Company has enacted a policy about the creation, use, management of information to enhance proper and strict
retention and management of information and to prevent improper use of information and unintended disclosure of such
information. Furthermore, the Company has established an Information Security Committee, which is engaged in overall
management of information security in the Company and makes decisions on information security matters.
v) Systems to ensure proper and legitimate business activities of the group companies
(A) Systems to ensure the efficient execution and management of business activities by directors of the group companies
a. The Company establishes various Management Committees which are trans-group organizations in order to ensure proper,
efficient and consistent Group management.
b. In management committee meetings, the Company provides group companies with important information and shares with
them management policies; this ensures that the business decisions of all group companies are made efficiently and
effectively.
c. The group companies implement an objective and transparent Delegation of Authority procedures in cooperation with the
Company.
(B) Systems to ensure compliance of activities of directors and employees of the group companies to laws and regulations
and articles of association
a. Group companies implement each company’s code of conduct in line with the Global Code of Conduct, establish a
compliance committee and ensure full compliance with all laws and our corporate code of conduct. The Global
Compliance Committee regularly monitors these companies and works to ensure further strict compliance with laws, the
articles of association and the corporate behavior. In addition, group companies implement a hotline system which ensures
that employees are able to directly communicate to the group company or to the Company directly their opinions,
questions and requests.
b. The internal audit department of the Company carries out audits on the business of group companies for the purpose of
evaluating and improving the effectiveness of risk management control and governance processes.
c. The Company’s Audit Committee and group companies’ Statutory Auditors shall have periodic meetings to share
information and exchange opinion for the purpose of ensuring effective auditing of the group companies.
d. In particular, the scope and frequency of internal audits and other monitoring activities on the business of the group
companies may vary reasonably because of, for example, risk identified as well as the size, nature of the business, and
materiality of such group companies.
(C) Rules and systems for proper management of risk and loss of the group companies
a. The group companies implement the Global Risk Management Policy.
b. Management of risks related to the group companies that might have an impact on the entire Group is assigned mainly to
the members of the Risk Management Committee, who are responsible to implement specific measures.
c. Concerning the management of other risks related to the group companies, each group company is responsible to monitor,
manage and implement the necessary measures to minimize such risks.
(D) Systems for directors of the group companies to report business activities to the Company
The Company requests the group companies to report and endeavors to maintain certain important business matters of
the group companies, through multiple routes, including, (i) the systems stated in (A) through (C) above and (ii) relations
and cooperation between each function of the Company and the corresponding function of the other group companies.
- 46 -
vi) Directors and employees supporting the Company’s Audit Committee, systems showing the directors and employees’
independence from the Company’s executive officers, and systems to ensure effectiveness of the Company’s Audit
Committee’s instruction to directors and employees
a. The Company has Audit Committee secretariat as an organization to support the activities of the Company’s Audit
Committee. The required number of dedicated staff members shall be assigned to the Audit Committee secretariat, and
they carry out their duties under the direction of the Audit Committee member.
b. The evaluation of staff members in the Audit Committee secretariat is discussed among the Audit Committee members,
and consent of the Audit Committee is necessary for personnel changes and disciplinary actions.
vii) Systems to report business issues to the Company’s Audit Committee and systems to ensure to prevent disadvantageous
treatment of those who made such report
(A) Systems for the Company’s board members (excluding Audit Committee members), executive officers and employees
to report business issues to the Company’s Audit Committee
a. The Company’s Audit Committee determine their annual audit plan and perform their audit activities in accordance with
that plan. The annual audit plan includes schedules of reports by various divisions. Directors (excluding Audit Committee
members), executive officers and employees make reports in accordance with the annual audit plan.
b. When the Company’s directors (excluding Audit Committee members), executive officers and employees detect any
incident which could have a materially negative impact on Nissan’s business performance or reputation, or are believed
to be non-compliant with the global code of conduct or other standard for conduct, they are required to report such
incidents to Nissan’s Audit Committee.
c. In addition, the Company’s directors (excluding Audit Committee members), executive officers and employees are
required to make an ad-hoc report to the Company’s Audit Committee regarding the situation of business activities when
so requested.
d. The internal audit department reports on an on-going basis to the Company’s Audit Committee matters such as its risk
based internal audit plan and audit findings identified through the internal audits performed.
(B) Systems for directors, Statutory Auditors, other officers and employees of the group companies and those who received
a report from the group companies to report business issues to the Company’s Audit Committee
a. The Company’s Audit Committee shall have periodic meetings of group companies’ statutory auditors to share
information and exchange opinions for the purpose of ensuring effective auditing of group companies and group
companies’ Statutory Auditors report the matters which could affect the entire group and other matters to the Company’s
Audit Committee.
b. Directors and employees of the group companies shall promptly make a report to the Company’s Audit Committee
regarding the situation of business activities when so requested by the Company’s Audit Committee.
c. The Company’s directors (excluding Audit Committee members), executive officers and employees (including, those in
the internal audit department), as stated in (A) of this Section, shall report to the Company’s Audit Committee the business
activities of each group company reported through the systems mentioned in Section v) above.
(C) Systems to ensure to prevent disadvantageous treatment of those who made a report as stated in (A) and (B) above on the
basis of making such report
The Company prohibits disadvantageous treatment of those who made a report as stated in i) and ii) above on the basis of
making such report. The Company takes the necessary measures to protect those who made such report and takes strict
actions, including, disciplinary actions, against directors and employees of the Company and its group companies who
gave disadvantageous treatment to those who made such report.
viii) Policy for payment of expenses or debt with respect to the Company’s Audit Committee members’ execution of their
duties, including the procedures of advancement or reimbursement of expenses
In accordance with Companies Act, the Company promptly makes advance payment of expenses or makes payment of
debt with regard to the Company’s Audit Committee members’ execution of their duties if so requested by the Audit
Committee except where it proves that the expense or debt relating to such request is not necessary for the execution of
the duties of the Audit Committee member. Every year the Company establishes a budget with regard to the Company’s
Audit Committee members’ execution of their duties for the amounts deemed necessary.
ix) Systems to ensure effective and valid auditing by the Company’s Audit Committee
a. The Company’s Audit Committee enhances its independence by appointing independent outside directors for the majority
of its members and for its chair. Further, in order to ensure that the audit by the Audit Committee is being carried out
effectively, the Audit Committee appoints one or more full-time member of the Audit Committee.
b. The Audit Committee shall, as necessary, cooperate with the internal audit department and accounting auditor upon
conducting the Audit Committee’s audits. The Audit Committee shall take charge of the department for internal audit
and instruct the internal audit department with regard to auditing. The internal audit department obtains approval from
the Audit Committee regarding basic policy of the internal audit and, annual plans, budgets and personnel plans for
internal audits, and will report to the Audit Committee the status of the performance of duties and any findings therefrom
on an ongoing basis. Approval of the Audit Committee shall be obtained for appointment/removal and performance
assessment (including discipline) of persons responsible for the internal audit department.
c. The Audit Committee shall have meetings periodically or upon request from the Audit Committee with executive officers
(including the president and chief executive officer) and exchange views and opinions.
- 47 -
d. Audit Committee members may attend important meetings, etc. and state his/her opinions and further, may view
documents giving approval and other important documents and may request, as necessary, explanations and reports from
executive officers and employees.
e. The Audit Committee shall, as necessary, cooperate with the Nomination Committee and the Compensation Committee
if necessary, such as by exchanging information and opinions mutually.
2. Outline of the limited liability contract (Agreement set forth in Article 427, Paragraph 1, of the Companies Act)
The Company’s articles of association stipulates that the Company may enter into the agreement with directors (excluding
executive directors and the like) limiting their liability as prescribed in Article 423, Paragraph 1 of the Companies Act and,
pursuant to the said agreement, the liability limit shall be ¥5 million or the statutory minimum, whichever is higher.
According to this Article, the Company entered into the said agreement with seven (7) directors (excluding executive
directors and the like).
- 48 -
(2) Members of the Board of Directors and Executive Officers
1) List of executives
12 males, 3 females (female ratio of 20%), 8 Japanese, 7 foreigners.
a. Directors
Term of Number of
Date of
Position Name Career profile office shares owned
birth
(period) (Thousands)
Director, Yasushi February 1970 April Joined Nippon Oil Corporation
Chair, Kimura 28, 1948 2002 June Director of Nippon Oil Corporation
Member of 2007 June Director, Senior Vice President of Nippon Oil
Nomination Corporation
Committee, 2010 April Director of JX Holdings, Inc.
Member of 2010 July Representative President, of JX Nippon Oil &
Audit Energy Corporation
Committee 2012 May Chairman of Petroleum Association of Japan
2012 June Representative Chairman of the Board of JX
One year
Holdings, Inc.
from
Representative Chairman of the Board of JX 7
June
Nippon Oil & Energy Corporation
2022
2014 June Director of NIPPO Corporation
Vice Chairman of Japan Business Federation
2017 April Representative Chairman of JXTG Holdings, Inc.
2018 June Senior Executive Advisor of JXTG Holdings, Inc.
2019 June Director of the Company (Current position)
Senior Corporate Advisor of JXTG Holdings, Inc.
(currently, ENEOS Holdings, Inc.) (Current
position)
Outside Director of INPEX CORPORATION
Director, Jean- March 7, 1996 October Chief Financial Officer of Pechiney and a member
Vice-chair, Dominique 1953 of its Group Executive Council
Member of Senard 2005 March Chief Financial Officer of Michelin and a member
Nomination of the Michelin Group Executive Council
Committee 2007 May Managing Partner of the Michelin Group
One year
2011 May Managing General Partner of the Michelin Group
from
2012 May Chief Executive Officer of the Michelin Group 21
June
2012 June Outside Director of Saint-Gobain (Current position)
2022
2019 January Chairman of the Board of Directors of Renault
(Current position)
2019 April Director of the Company (Current position)
2019 May Supervisory Board Member of Fives s.a.s (Current
position)
Director, Masakazu June 28, 1973 April Joined Ministry of International Trade and Industry
Chair of Toyoda 1949 2003 August Director-General, Commerce and Information
Nomination Policy Bureau of Ministry of Economy, Trade and
Committee, Industry (METI)
Member of 2006 July Director-General, Trade Policy Bureau, METI
Audit 2007 July Vice-Minister for International Affairs, METI
Committee 2008 August Secretary-General, The Cabinet Secretariat’s
Strategic Headquarters for Space Policy
2008 November Special Advisor to the Cabinet
2010 July Chairman & CEO, Institute of Energy Economics, One year
Japan from
8
2011 June Outside Statutory Auditor of Nitto Denko June
Corporation (Current position) 2022
2015 March Outside Director of CANON ELECTRONICS INC.
2016 June Outside Director (Audit and Supervisory
Committee Member) of Murata Manufacturing
Co., Ltd.
2018 June Director of the Company (Current position)
2021 July Chairman and CEO of the Japan Economic
Foundation (Current position)
2022 March President and Representative Director of SPACE
ONE CO., LTD. (Current position)
- 49 -
Term of Number of
Date of
Position Name Career profile office shares owned
birth
(period) (Thousands)
Director, Keiko July 4, 2013 January Fédération Internationale de l'Automobile (FIA)
Chair of Ihara 1973 Asian representative for the Women in
Compensation Motorsports Commission and female
Committee, representative for the FIA Drivers Commission
Member of 2013 April Special Guest Associate Professor at Keio
Nomination University Graduate School of Media Design
Committee 2015 April Member of Industrial Structure Council
(Development Committee for 2020 and Beyond),
Japan Ministry of Economy, Trade and Industry
One year
2015 July Member of Japan House Advisory Board, Japan
from June 16
Ministry of Foreign Affairs
2022
2015 September Guest Associate Professor at Keio University
Graduate School of Media Design
2016 June Outside Director of SOFT99 corporation (Current
position)
2018 June Director of the Company (Current position)
2020 April Project Professor at Keio University Graduate
School of Media Design (Current position)
2020 October Representative Director of Future, Inc. (Current
position)
Director, Motoo March 4, 1977 April Joined The Industrial Bank of Japan Ltd.
Chair of Audit Nagai 1954 2005 April Corporate Officer of Mizuho Corporate Bank, Ltd.
Committee, 2007 April Managing Executive Officer of Mizuho Corporate
Member of Bank, Ltd.
Nomination 2011 April Deputy President (Executive Officer) of Mizuho
Committee, Trust & Banking Co., Ltd.
Member of 2011 June Deputy President (Executive Officer and Director)
Compensation of Mizuho Trust & Banking Co., Ltd.
Committee One year
2014 April Advisor of Mizuho Trust & Banking Co., Ltd.
from June 23
2014 June Statutory Auditor of the Company
2022
Outside Statutory Auditor of Organo Corporation
2015 June Outside Director of Organo Corporation (Current
position)
Outside Statutory Auditor of Nisshin Seifun Group
Inc.
2019 June Director of the Company (Current position)
Outside Director of Nisshin Seifun Group Inc.
(Current position)
Director, Bernard April 21, 1979 May Joined Michelin
Member of Delmas 1954 1995 September President of Michelin Research Asia
Compensation 2007 September President and CEO of Nihon Michelin Tire Co., Ltd.
Committee President and CEO of Michelin Korea Tire Co., Ltd.
2009 October Senior Vice President of Michelin Group
2010 February President of the French Chamber of Commerce and One year
Industry in Japan from June 2
2015 June Outside Director of Ichikoh Industries, Ltd. 2022
2015 November Chairman of the Board of Nihon Michelin Tire Co.,
Ltd.
2016 November Chairman of Nihon Michelin Tire Co., Ltd.
2018 February Senior Advisor of Michelin Group
2019 June Director of the Company (Current position)
Director, Andrew January 23, 1990 October Joined Sony Corporation
Member of House 1965 2005 October Group Executive and Chief Marketing Officer of
Nomination Sony Corporation
Committee 2011 September Group Executive, President and Global CEO of
Sony Computer Entertainment
2016 April EVP, President and Global CEO of Sony Interactive
Entertainment
2017 October EVP and Chairman of Sony Interactive One year
Entertainment from June 2
2018 April Strategic Advisor of Intelity (Current position) 2022
2018 October Executive Mentor of Merryck & Co., Ltd.
(currently, The ExCo Group) (Current position)
2019 June Director of the Company (Current position)
2021 May Outside Director of Nordic Entertainment Group
(currently, Viaplay Group) (Current position)
2022 March Outside Director of Dentsu Group Inc. (Current
position)
- 50 -
Term of Number of
Date of
Position Name Career profile office shares owned
birth
(period) (Thousands)
Director, Jenifer June 22, 1989 September Joined Haight Gardner Poor & Havens
Member of Rogers 1963 1990 December Registered as Attorney at Law admitted in New
Compensation York
Committee, 1991 February Joined The Industrial Bank of Japan Ltd.
Member of 1994 December Joined Merrill Lynch Japan Securities Co., Ltd.
Audit 2000 November Merrill Lynch Europe Plc
Committee 2006 July Bank of America Merrill Lynch (Hong Kong)
2012 November General Counsel Asia of Asurion Asia Pacific
Limited (Hong Kong)
One year
2014 November General Counsel Asia of Asurion Japan Holdings
from June 9
G.K. (Current Position)
2022
2015 June Outside Director of Mitsui & Co., Ltd.
(Current position)
2018 June Outside Director of Kawasaki Heavy
Industries, Ltd. (Current position)
2019 June Director of the Company (Current position)
2021 January President of The American Chamber of Commerce
in Japan
2022 May Outside Director of Seven & i Holdings Co., Ltd.
(Current position)
Director, Pierre January 1981 June Financial auditor of Inspecteur des finances
Member of Fleuriot 31, 1954 1985 September Advisor to the chairman and head of market
Audit research of the French market authority of
Committee Commission des Opérations de Bourse
1991 January General Manager of the French market authority of
Commission des Opérations de Bours One year
1997 September ABN AMRO France from June ―
2009 November Chief Executive Officer of Credit Suisse France 2022
2016 April Chairman of PCF Conseil & Investissement
(France) (Current Position)
2018 June Lead Independent Director of Renault (Current
Position)
2020 February Director of the Company (Current position)
Director Makoto July 20, 1991 April Joined Nissho Iwai Corporation
Uchida 1966 2003 October Joined the Company
2014 April Program Director of the Company
2016 November Corporate Vice President of the Company
2018 April Senior Vice President of the Company
One year
Director of Dongfeng Motor Co., Ltd. (Current from June 66
position) 2022
President of Dongfeng Motor Co., Ltd.
2019 December Representative Executive Officer, President and
Chief Executive Officer of the Company (Current
position)
2020 February Director of the Company (Current position)
Director Ashwani September 2006 April Joined Renault
Gupta 15, 1970 GM of Renault India
2008 May Global Supplier Account Manager of Renault-
Nissan Purchasing Organization
2009 September Deputy General Manager of Renault-Nissan B.V.
2011 May Global Program Director of the Company
2014 April VP of Renault
2017 April Alliance SVP of Renault-Nissan
2018 April Alliance SVP of Renault-Nissan-Mitsubishi
2019 April COO of MITSUBISHI MOTORS CORPORATION
One year
2019 June Representative Executive Officer, COO of from June 30
MITSUBISHI MOTORS CORPORATION 2022
2019 December Representative Executive Officer, Chief Operating
Officer / Chief Performance Officer of the
Company
Director of Dongfeng Motor Co., Ltd. (Current
position)
2020 February Director of the Company (Current position)
2020 September Chairman of the Board of Nissan North America,
Inc. (Current position)
2021 August Representative Executive Officer, Chief Operating
Officer (Current position)
- 51 -
Term of Number of
Date of
Position Name Career profile office shares owned
birth
(period) (Thousands)
Director Hideyuki April 15, 1980 April Joined the Company
Sakamoto 1956 2005 April Chief Vehicle Engineer of the Company
2008 April Corporate Vice President of the Company
2012 April Senior Vice President of the Company
2014 April Executive Vice President of the Company
2014 June Director, Executive Vice President of the Company One year
2018 August Chairman of the Board of AICHI MACHINE from
76
INDUSTRY CO.,LTD. (Current position) June
2018 September Chairman of the Board of JATCO Ltd 2022
2019 June Executive Officer, Executive Vice President of the
Company (Current position)
Outside Director, MITSUBISHI MOTORS
CORPORATION (Current position)
2020 February Director of the Company (Current position)
Total 260
Notes: 1. While Yasushi Kimura, Masakazu Toyoda, Keiko Ihara, Motoo Nagai, Bernard Delmas, Andrew House and Jenifer Rogers are Independent
Outside Directors of the Company, Masakazu Toyoda, Director is the Lead Independent Outside Director.
2. The term of office of the Directors shall be from the conclusion of the annual general meeting of the shareholders pertaining to the fiscal
year ended March 31, 2022, to the conclusion of the annual general meeting of the shareholders pertaining to the fiscal year ending March
31, 2023.
- 52 -
b. Executive Officers
Term of Number of
Date of
Position Name Career profile office shares owned
birth
(period) (Thousands)
Representative Makoto July 20,
Executive Uchida 1966
One year
Officer,
from
President and *Please see a. Directors 66
June
Chief
2022
Executive
Officer
Representative Ashwani September
One year
Executive Gupta 15, 1970
from
Officer, Chief *Please see a. Directors 30
June
Operating
2022
Officer
Executive Stephen November 1996 June Joined Nissan North America, Inc.
Officer, Ma 6, 1970 2003 June General Manager of Dongfeng Motor Co.,
Chief Ltd. One year
Financial 2006 December Senior Manager of the Company from
Officer 77
2012 April CFO of Dongfeng Motor Co., Ltd. June
2018 September Corporate Vice President of the Company 2022
2019 December Executive Officer, Chief Financial Officer
of the Company (Current position)
Executive Hideyuki April 15,
One year
Officer, Sakamoto 1956
from
Executive *Please see a. Directors 76
June
Vice
2022
President
Executive Asako June 6, 1983 April Joined Nippon Credit Bank, Co., Ltd.
Officer, Hoshino 1960 1989 August Senior Consultant of Marketing
Executive Intelligence Corporation
Vice 2001 April Executive Director and Chief Marketing
President Officer of INTAGE Inc. (former
Marketing Intelligence Corporation)
2002 April Vice President of the Company One year
2006 April Corporate Officer of the Company from
81
2014 April Corporate Vice President of the Company June
2015 April Senior Vice President of the Company 2022
2019 May Executive Vice President of the Company
2019 June Executive Officer, Executive Vice
President of the Company (Current
position)
2019 August Director of Dongfeng Motor Co., Ltd.
(Current position)
Executive Kunio September 1987 April Joined the Company
Officer, Nakaguro 23, 1963 2008 April General Manager of the Company
Executive 2009 April SVP of Nissan International SA
Vice 2013 April Corporate Officer of the Company
President 2014 February Corporate Officer of the Company, SVP of One year
Nissan North America, Inc. from
7
2014 April Corporate Vice President of the Company June
2018 April Senior Vice President of the Company 2022
2019 May Executive Vice President of the Company
2019 June Executive Officer, Executive Vice
President of the Company (Current
position)
Total 337
Notes: 1. The term of office of the Executive Officers shall be from the conclusion of the first Board of Directors meeting to be held after the conclusion
of the annual general meeting of the shareholders pertaining to the fiscal year ended March 31, 2022, to the conclusion of the first Board of
Directors meeting to be held after the conclusion of the annual general meeting of the shareholders pertaining to the fiscal year ending March
31, 2023.
2. The Company sets up a Corporate Officer system in order to revitalize the Board of Directors by segregating decision-making and control
functions from the executive functions and to enable capable individuals to be appointed based solely on their ability.
The number of Executive Officers and Corporate Officers is 51, consisting of 34 Japanese and 17 foreigners, 49 men and 2 women (female ratio
of 4% of the Executive Officers and Corporate Officers), and including the 6 Executive Officers listed above Makoto Uchida, Ashwani Gupta,
Stephen Ma, Hideyuki Sakamoto, Asako Hoshino and Kunio Nakaguro. The 45 other members are as follows: Joji Tagawa, Hideaki Watanabe,
Noboru Tateishi, Toru Ihara, Takao Asami, Takashi Hata, Rakesh Kochhar, Hari Nada, Alfonso Albaisa, Peyman Kargar, Atul Pasricha, Leon
Dorssers, Ivan Espinosa, Shohei Yamazaki, Guillaume Cartier, Toshihiro Hirai, Hiroki Hasegawa, Yasuhiko Obata, Jeremie Papin and Junichi
Endo (Senior Vice Presidents); Mitsuro Antoku, Kinichi Tanuma, Yukio Ito, Catherine Perez, Jose Roman, Eiichi Akashi, Teiji Hirata, Kazuhiko
Murata, Takeshi Yamaguchi, Sadayuki Hamaguchi, Takahiko Ikushima, Tsuyoshi Tatsumi, Mike Colleran, Hitoshi Mano, Yasunobu Matoba,
Tamotsu Yamada, Kazuhiro Doi, Yutaka Sanada, Naoya Fujimoto, Manabu Sakane, Anish Baijal, Antoine Barthes, Masaaki Kanda, Michael
Soutter and Kazuyuki Yamaguchi (Corporate Vice Presidents), and Shunichi Toyomasu as Fellow.
- 53 -
2) Status of outside directors
In order to secure a diversity of viewpoints, the Company considers the following factors upon deciding agenda items related
to the appointment of directors to be submitted to the general meeting of shareholders:
(a) Diversity (including diversity of nationality and gender); and
(b) Expertise and experience that will contribute to discussions by the Board of Directors, and diversity thereof.
In addition, taking into account the trends of independence standards in Japan and international capital markets, the
Company set forth Independence Standards for outside directors. Currently, seven (7) outside directors satisfy such
Independence Standards, and the Company has determined that there is no risk of a conflict of interest with ordinary
shareholders.
The Company appointed each outside director in accordance with the reasons described below.
Outside director Yasushi Kimura has experience serving as top management in a key industry in Japan. He also has wealth
of experience and deep insight in corporate management and leadership experience in Japan Business Federation
(Keidanren), as well as Chairman of Petroleum Association of Japan (PAJ). The Company expects him to continuously
contribute to the Company through his Global management, ESG, and Sales/Marketing skills. Since his inauguration in
June 2019, Mr. Kimura has supervised the companies’ overall management providing an objective and broad perspective
as the Chair of the Board of Directors, Member of the Nomination Committee, Member of the Audit Committee and he has
fulfilled the duties of outside director. Therefore, the Company appointed him as an outside director for Nissan.
Outside director Masakazu Toyoda has held prominent positions, including Vice-Minister for International Affairs of METI,
and Special Advisor to the Cabinet Secretariat. He also has wealth of experience and deep insight in economics, international
trade, energy and environment. The Company expects him to continuously contribute to the Company through his Global
management, Government, and ESG skills. Since his inauguration in June 2018, Mr. Toyoda has supervised the companies’
overall management providing an objective and broad perspective as the lead independent outside director, Chair of the
Nomination Committee, Member of the Audit Committee and he has fulfilled the duties of outside director. Therefore, the
Company appointed him as an outside director for Nissan.
Outside director Keiko Ihara has wealth of experience and deep insight in the auto industry as an international female racing
driver, being many years involved with domestic and global auto makers including technology development and
popularization of eco-friendly car and MaaS research at University research institute. Also, Ms. Ihara has an extensive
business experience leading organizational governance and talent development in international organization. The Company
expects her to continuously contribute to the Company through her Global management, Automobile Industry, ESG, and
Digital Transformation skills. Since her inauguration in June 2018, Ms. Ihara has supervised the companies’ overall
management providing an objective and broad perspective as the Chair of the Compensation Committee, Member of the
Nomination Committee, and she has fulfilled the duties of outside director. Therefore, the Company appointed her as an
outside director for Nissan.
Outside director Motoo Nagai has strong experience and deep insight on risk management gained through executive
leadership positions in institutions including Mizuho Corporate Bank and Mizuho Trust & Banking Co., Ltd. The Company
expects him to continuously contribute to the Company through his Global management, Legal/Risk Management,
Finance/Accounting and ESG skills. Since his inauguration as full-time Statutory Auditor in 2014, Mr. Nagai has wealth of
management experience in Nissan and from June 2019, he has supervised the Companies’ overall management providing
an objective and broad perspective as the Chair of the Audit Committee, Member of the Nomination Committee, Member
of the Compensation Committee and he has fulfilled the duties of outside director. Therefore, the Company appointed him
as an outside director for Nissan.
Outside director Bernard Delmas has extensive international business experience in the automotive industry. He has wealth
of experience and deep insight in management of R&D, business planning, and managing the cross-functional organization.
The Company expects him to continuously contribute to the Company through his Global management, Automobile
Industry, and Product/Technology skills. Since his inauguration in June 2019, Mr. Delmas has supervised the companies’
overall management providing an objective and broad perspective as the Member of the Compensation Committee and he
has fulfilled the duties of outside director. Therefore, the Company appointed him as an outside director for Nissan.
Outside director Andrew House has wealth of experience and deep insight in international business management,
understanding of customer needs and consumer products, and emerging technologies through key roles in global companies.
Having worked both inside and outside Japan, he has a strong cross-cultural perspective. The Company expects him to
continuously contribute to the Company through his Global management, Product/Technology, and Sales/Marketing skills.
Since his inauguration in June 2019, he has supervised the companies’ overall management providing an objective and
broad perspective as the Member of the Nomination Committee and he has fulfilled the duties of outside director. Therefore,
the Company appointed him as an outside director for Nissan.
Outside director Jenifer Rogers has wealth of experience and deep insight in 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. The Company expects her to continuously
contribute to the Company through her Global management, Legal/Risk Management, and ESG skills. Since her inauguration
in June 2019, she has supervised the companies’ overall management providing an objective and broad perspective as the
Member of the Compensation Committee, Member of Audit Committee and she has fulfilled the duties of outside director.
Therefore, the Company appointed her as an outside director for Nissan.
- 54 -
The Company set forth the following Independence Standards for outside directors.
3) Monitoring, auditing, and internal auditing by outside directors and outside corporate auditors; cooperation with audits
conducted by corporate auditors and accounting audits and relationships with internal control departments
The independent outside directors shall lead the Company’s Board of Directors which decide the basic direction of
management into account and plays the role of supervising the executive directors. The Audit Committee takes charge of
the department for internal audit and instruct the department for internal audit with regard to auditing, and the department
for internal audit shall report to the Audit Committee the status of the performance of duties and any findings therefrom
on an ongoing basis. The Statutory Auditors receive similar reports from the independent auditor, as well as detailed
explanations on the status of the quality control of internal audits, to confirm whether their oversight is at a suitable level.
- 55 -
(3) Status of Audit
1) Audits by the Audit Committee
The Chair of the Audit Committee is an independent outside director, and four (4) out of five (5) members are
independent outside directors. Mr. Motoo Nagai, Chair of the Audit Committee, and Ms. Jenifer Rogers and Mr. Pierre
Fleuriot, both members of the Audit Committee, have years of experience of working for financial institutions, and thus
have extensive knowledge of finance, accounting and risk management. Mr. Yasushi Kimura, a member of the Audit
Committee, has years of experience of working in enterprise management, and thus has extensive knowledge of finance
and accounting.
As part of audits of business execution including the organization and operation of Nissan’s internal control systems, the
Audit Committee receives reports from executive officers, corporate officers and employees on their business execution
for the Company and its group companies, in accordance with the Audit Committee’s annual audit plan and on an ad-
hoc basis as necessary.
Furthermore, the Audit Committee, in conducting its audits, cooperates with the internal audit department and the
independent auditor in an appropriate manner, making efforts to enhance the effectiveness of “tri-parties” audit. Under
the leadership of the Audit Committee, collaboration among three parties is contributing to the enhancement of the
effectiveness of internal control systems by sharing information on the issues pointed out in their respective audits and
the status of their remediation in a timely manner. The Audit Committee also supervises the internal audit department,
periodically receives reports from it on the progress and results of its internal audit activities conducted in accordance
with its internal audit plan and, as necessary, gives it instructions regarding internal audits.
In addition, the Audit Committee is the contact point for whistleblowing with concerns regarding the involvement of
management such as executive officers, and deals with whistleblowing by establishing a system where relevant executive
officers cannot identify the whistleblower and the content of whistleblowing.
The Audit Committee held 15 meetings during this fiscal year, and the status of attendance of each member is as follows:
Position Name Attendance
Chair Motoo Nagai 15 out of 15 (100%)
Member Yasushi Kimura 15 out of 15 (100%)
Member Masakazu Toyoda 15 out of 15 (100%)
Member Jenifer Rogers 15 out of 15 (100%)
Member Pierre Fleuriot 15 out of 15 (100%)
The major agenda items of the Audit Committee during this fiscal year were as follows:
・ Implementation of appropriate measures to seek responsibility for serious misconduct by the former chairman and
others and to recover damages for such misconduct, and a response to a lawsuit filed against former chairman and
former representative director, respectively to claim damages
・ Receiving individual reports about the establishment and operation status of the internal control system in fields
such as risk management and cyber security
・ Receiving the quarterly review reports for the fiscal year from the independent auditor
・ Exchanging opinions about the key audit matters (KAM) and digital auditing with the independent auditor
・ Implementation of audits on effectiveness of supervising functions of the Board of Directors
・ Audit visits to facilities and major domestic and foreign subsidiaries (2 plants and 21 companies including those
utilizing online platforms)
・ Meetings with statutory auditors of the group companies for the purpose of enhancing audit quality of each of the
group companies (including those utilizing online platforms)
Full-time Audit Committee members play a leading role in the internal audit and in collaborating with the independent
auditor, and exchange broad opinions through periodic meetings with executive officers such as the President/CEO. Also,
they attend and state opinions at important internal meetings and efficiently collect and understand information in a
timely and appropriate manner by reviewing written approval and other important documents and requesting explanation
or reports from executive officers, corporate officers and employees as necessary. The audit/monitoring function of the
Audit Committee is enhanced by establishing a system in which information collected by Full-time Audit Committee
members is timely shared with the other members for discussion and decision-making. Other than the above, the major
activities of the full-time Audit Committee members during this fiscal year were as follows:
・ Taking legal measures for misconduct of the former chairman and former representative director
・ Monitoring the establishment and operation status of the internal control system in fields such as risk management
and cyber security
・ Receiving reports from the independent auditor and the accounting department
・ Receiving reports from the internal audit department
- 56 -
・ Handling whistleblowing cases and compliance issues
・ Audit visits to facilities and major domestic and overseas subsidiaries (2 plants and 21 companies including those
utilizing online platforms)
・ Information exchange and meetings with group companies for the purpose of enhancing their governance (including
those utilizing online platforms)
2) Internal audits
The Company has the global internal audit function (26 persons at the Company, approximately 90 persons globally), as
an independent group to conduct internal audits, under the Audit Committee. While the internal audit section of each
regional headquarters is responsible for internal audit in each region, global professional teams have been set up for the
fields of sales finance, IT and manufacturing to conduct internal audits in these fields across the regions. Under the
control of the Chief Internal Audit Officer, all audits are carried out efficiently and consistently on a global basis.
Internal audits are conducted based on the audit plans approved by the Audit Committee. The audit results are regularly
reported to the Audit Committee, and the Audit Committee gives directions regarding internal audits when necessary. In
addition, the audit results are reported to the relevant departments as well as executive/corporate officers in a timely
manner.
The name of the Certified Public Accountants engaged in the financial statement audit
Designated Liability-Limited and Engagement Partner Koki Ito
Designated Liability-Limited and Engagement Partner Masanori Enomoto
Designated Liability-Limited and Engagement Partner Takayuki Ando
Designated Liability-Limited and Engagement Partner Masao Yamamoto
※As the years of continuous service in audit are not more than seven years for all the Certified Public Accountants, the relevant
statement is omitted.
※Ernst & Young ShinNihon LLC has taken its own autonomous measures so that each Engagement Partner is not involved in the
audit of the Company’s financial statements for a period exceeding a predetermined tenure.
d. Composition of assistants involved in the audit
Assistants to the audit of the financial statements consisted of 25 Certified Public Accountants and 62 others, including
successful applicants who have passed the Certified Public Accountants examination and system specialists.
e. Policy and reasons for appointing the Independent Auditor
(Policy for appointing the Independent Auditor)
The Company appoints an independent auditor by examining each audit firm’s corporate summary, the independence
of its audit team, its expertise, quality management system, capability to cover the Company’s global business
operation and communication with the Company, etc. in accordance with the “Policy for decision on dismissal or non-
reappointment of the independent auditor” approved by the Audit Committee.
- 57 -
② Policy for decision on non-reappointment
The Audit Committee determines the content of a proposal for the non-reappointment of the independent auditor
which is submitted to a general shareholders meeting when the Audit Committee, after confirming the independent
auditor’s performance of duties, decides that it is reasonable to appoint a different independent auditor this is more
capable in terms of independence, expertise, quality management system and audit capability to cover the
Company’s global business operations.
b. Content of the remuneration to the Ernst & Young network, of which the auditing firm is a group member (excluding
the amount presented in item a. above)
Prior fiscal year Current fiscal year
Remuneration to be Remuneration to be Remuneration to be Remuneration to be
Category paid for auditing paid for non-audit paid for auditing paid for non-audit
and attestation services and attestation services
(Millions of yen) (Millions of yen) (Millions of yen) (Millions of yen)
The Company ― 189 ― 227
Consolidated
2,040 360 2,176 408
subsidiaries
Total 2,040 549 2,176 635
The Company pays remuneration for non-audit services provided by the Ernst & Young network regarding the support
services for introducing an IT system and so forth.
Consolidated subsidiaries pay remuneration for non-audit services by the Ernst & Young network regarding the
preparation of comfort letters for the issuance of bonds and so forth.
e. Reasons why the Audit Committee has consented to remuneration for the Independent Auditor
The reasons why the Audit Committee of the Company has given consent, pursuant to Article 399, Paragraph 1 of the
Companies Act, to remuneration for the independent auditor suggested by the accounting department of the Company
are as follows: The Audit Committee determined that the remuneration to the independent auditor is appropriate as a
result of its detailed examination of the content of the audit plan, the status of duties performed by the independent
auditor in the prior fiscal year, the grounds for calculating the estimate of remuneration and so forth, with reference to
the necessary data and materials obtained and/or reported from internal divisions/departments involved and the
independent auditor.
- 58 -
(4) Executive Compensation
<Outline and Activities of Compensation Committee>
The Company is a “Company with Three Committees” (Nomination, Audit and Remuneration) pursuant to the Companies
Act. All four members of the Compensation Committee are Independent Outside Directors, including the Chair. The
Compensation Committee has the statutory authority to determine the policy of individual compensation of the Company’s
directors and executive officers and the contents of individual compensation for directors and executive officers.
In FY2021, the Compensation Committee held a total of 12 meetings and the attendance rate was 100% for all members.
The Company has strengthened governance for executive compensation by empowering the Compensation Committee to
set a compensation policy and internal regulations and requiring decisions be made with transparent and open discussion.
Below are key points that the Compensation Committee took into consideration when making decisions about executive
compensation during FY2021:
・ Decisions must be fair, consistent, and aligned to the Company’s policies and rules implemented to strengthen
corporate governance and transparency; and
・ Decisions must appropriately consider both the Company’s business environment and the situation at the Company’s
competitors worldwide.
< Policy and Methodology for Determining Compensation amount and Calculation Method>
The Compensation Committee sets a policy for determining elements of the compensation of each director and executive
officer of the Company as provided by the Companies Act. The Company's basic policy is that its executive compensation
must be designed to motivate the Company's directors and executive officers to maximize value for the stakeholders, such
as our customers, shareholders, the local communities in which the Company operates, and our employees. Based on this
policy, the Compensation Committee applies the following principles to guide its decisions on compensation for directors
and executive officers:
The Compensation Committee designs a compensation program for each director and executive officer in accordance with
the above basic policy and determines the contents of compensation for each director and executive officer for the current
fiscal year after appropriate deliberation as described below. The Compensation Committee has determined that these
contents are in line with the policy for determining the contents of compensation set forth by the committee.
- 59 -
Overall description
・ Since FY2020, the Company has been proceeding with a business transformation plan called "Nissan NEXT"
establishing key goals and objectives from FY2020 through FY2023. Sound execution of this plan during that four-
year time period is key to our business recovery, and it is designed to bring about an enduring recovery that can
withstand the challenges of the years to come and lead to sustainable growth.
・ We are aiming for sustainable mid- to long-term growth for both the Company and our people in accordance with
"Nissan NEXT." The executive compensation program was designed to motivate the Company's directors and
executive officers to implement "Nissan NEXT".
・ For the executive compensation program, the Company has selected certain financial targets of "Nissan NEXT" that
are key indicators of the Company's return to growth. We also evaluate whether the goals are achieved in a manner
consistent with the NISSAN WAY, which is a critical element in the long-term growth of our people.
・ Once the "Nissan NEXT" goals are expected to be achieved, we will set new targets to ensure future sustainable
growth.
・ In FY2021, the Company added new performance indicators for sustainability in the performance-based cash
incentive that form a part of the long-term incentive program. Based on our corporate purpose, "Driving innovation
to enrich people's lives", the Company will enhance long-term corporate value and social value and become a
sustainable corporation. By adding sustainability indicators, the results of efforts to tackle sustainability challenges
will be reflected in compensation. (Specific indicators will be later described in [Weighting for FY2021
performance-based incentive compensation for executive officers]).
Composition of Compensation
i) Directors
The compensation paid to the Company's directors consists of (1) a basic compensation and (2) a fixed compensation
that covers, depending on each director’s role, participating on committees, serving as a committee chair, and serving
as a lead outside director. Directors who don’t serve as executive officers are not eligible for variable compensation,
such as an annual bonus or long-term incentives. Directors who are also executive officers do not receive additional
compensation for their responsibilities as directors.
ii) Executive Officers
The compensation paid to the Company's executive officers consists of (1) a fixed basic compensation and (2) an
annual bonus and long-term incentive (that are collectively described as variable compensation).
In order to make the compensation system and compensation composition focus on improving mid- to long-term
corporate value and shareholder value, the proportion of long-term incentive composition (especially performance-
based compensation) is set higher, and the composition ratio of compensation for the representative executive officer
serving as the CEO is estimated to be "basic compensation : annual bonus (base amount) : long-term incentive (base
amount)" = "1 (26.7%) : 1 (26.7%) : 1.8 (46.6%)." The composition ratio of compensation for the representative
executive officer (COO) and other executive officers are determined according to the composition ratio of
compensation for the representative executive officer (CEO) and based on respective duties and compensation level,
and the upper-ranked executive officers have a higher percentage of variable compensation (annual bonus and long-
term incentive) as a proportion of total compensation. The chart below describes the composition ratio of compensation
for this fiscal year. The compensation level and the composition ratio of compensation are revised from time to time
depending on trends in compensation levels for compensation benchmark companies.
- 60 -
Basic compensation
The basic compensation of executive officers is determined with reference to the benchmarking results for
compensation at global companies and survey results from external specialists, as well as by each executive
officer's skills, experience, responsibilities at the Company, level of performance in the previous fiscal year, and
the Company's performance.
Variable compensation
Variable compensation consists of an "annual bonus" paid according to annual business performance, and two
types of "long-term incentive compensation" designed to motivate executive officers to take actions that enhance
shareholder value and sustainable growth and profitability for the Company. This "long-term incentive
compensation" consists of both the non-performance-linked compensation "restricted stock units (RSUs)" and a
"performance-based cash incentive" that is paid only when the objectives are achieved. As a result, the Company's
executive officers’ variable compensation programs are designed to motivate management to achieve both annual
performance objectives as well as mid- to long-term business performance objectives and to enhance the
shareholder value.
Annual bonus
FY2021 Annual bonus
The annual bonus which is a performance-based compensation is paid based on the calculation of multiplying the
annual basic compensation by eligible percentage set for each executive position and the total achievement ratio
for a set of performance indicators that are defined for sustainable growth. For FY2021, we set seven performance
indicators that are listed in the table below. These performance indicators are of critical importance to the second
year of the "Nissan NEXT" plan.
For this fiscal year, the Company continued to proceed with "Nissan NEXT" by achieving an operating profit
aiming 2.0% as aspirational level. The Company has set targets for the sales volume (on a retail basis), marginal
profit, and fixed costs to prioritize profitability achievement. Among these, the Company had set the sales volume
(on a retail basis) as an important indicator for this fiscal year to steadily make profits. While minimizing the
impact of semiconductor supply shortages and raw material price hike, the Company has addressed the above
targets with the aim to achieve strategic manufacturing of vehicles, introduction of new models on a continuous
basis, and further improvement in the quality of sales. The definition of fixed costs set by the Company in the
annual bonus plan differs from the definition used for financial reporting purposes in order for the Company to
carefully monitor these as internally controllable items.
Healthy free cash flow in automotive business is one of the most important indicators for our sustainable growth.
For quality, we used an internal control target consisting of quality assurance and customer satisfaction measures.
For employee engagement, the target is based on external benchmarks of global companies referred to in employee
surveys.
- 61 -
[Weighting for FY2021 annual bonus for executive officers]
Performance indicator (Corporate objectives) Evaluation weight
Operating profit 20%
Sales Volume (on a retail basis) 15%
Marginal profit 15%
Fixed costs 10%
Free cash flow in automotive business* 20%
Quality 15%
Employee engagement 5%
* Targets are set based on the proportionate consolidation of the Chinese joint venture.
[Annual bonus payment rate model]
The total achievement ratio is the sum of the values derived by multiplying the achievement ratio for each
performance indicator, which is calculated between the minimum "Threshold" (50% of achievement ratio) and the
maximum "Aspiration" (125% of achievement ratio), by each evaluation weight. In principle, if certain indicator
falls short of 50% in terms of achievement ratio, the achievement ratio would be counted as zero (0%), and if
certain indicator exceeds 125% of the achievement ratio, the achievement ratio would be 125%.
- 62 -
year, the total number of shares to be delivered three fiscal years from the date of grant is limited to a maximum
of approximately 584 thousand shares.
In the event of serious fraud or illegal activity by an executive, the Company may cancel such executive’s right to
receive Shares or may request the return of Shares that have already been delivered. This recoupment policy, also
known as a Malus and Clawback Policy, was implemented as part of the Company's efforts to improve corporate
governance. This policy is included in the Restricted Stock Unit Regulations and is communicated to executives
who receive an award upon its grant.
■Performance-based cash incentive
FY2020 performance-based incentive compensation
The following performance indicators for the performance-based cash incentive granted in FY2020 have been
selected as they are critical to achieving sustained growth in FY2020 or later. The performance-based cash
incentive granted in FY2020 will be paid based on the calculation of multiplying the basic compensation by the
target total achievement ratio for the set of performance indicators over the next three fiscal years between FY2020
and FY2022 and the performance-based cash incentive proportion set for each executive position. Of the following
performance indicators, market share is based on the ratio of the number of vehicles sold (on a retail basis) by the
Company to the number of vehicles in global demand, which the Company has calculated.
For FY2021 performance-based incentive compensation, the Company has introduced the performance indicators
set forth below. These items are particularly important in terms of business strategy and are also drawing attention
of stakeholders, among sustainability challenges the Company tackles in order to improve its mid- to long-term
corporate value and social value.
• Carbon neutrality: The Company has made electrification the centerpiece of our product strategy and will
further support the creation of next-generation vehicles with innovative production technologies, aiming to
be carbon neutral throughout the entire lifecycle, including suppliers.
• Respect for human rights: In order to realize the Company’s corporate purpose, the Company has clarified
that executives and employees respect the human rights of all stakeholders in all business activities based on
the “Nissan Basic Policy on Respect for Human Rights”, and the Company is promoting initiatives to respect
human rights.
- 63 -
[The performance-based cash incentive payment rate model]
The total achievement ratio is the sum of the values derived by multiplying the achievement ratio for each
performance indicator, which is calculated between the minimum "Threshold" (50% of achievement ratio) and the
maximum "Aspiration" (125% of achievement ratio), by each evaluation weight. In principle, if certain indicator
falls short of 50% in terms of achievement ratio, the achievement ratio would be counted as zero (0%), and if
certain indicator exceeds 125% of the achievement ratio, the achievement ratio would be 125%.
- 64 -
< Total amount of compensation by position category of executives, total amount by compensation type, and the number of
executives >
(Millions of yen)
Breakdown of total amount of compensation
Performance-based compensation
Total amount Restricted Stock Unit
Position category Performance-based Number of
of (RSUs)
of executives Annual basic cash incentive Share Appreciation Other executives
compensation Annual (Non-cash
compensation (Monetary Rights compensation
bonus compensation)
Compensation) (Note 2) (Note 3)
(Note 1)
Directors
(excluding outside 18 18 ― ― ― ― ― 1
directors)
Directors
171 171 ― ― ― ― ― 7
(Outside Directors)
Executive officers 337 7
1,865 494 520 243 ― 271
(Note 6) (Note 4) (Note 5)
Notes 1. With respect to the performance-based cash incentives granted in FY2020, it was confirmed that the actual amount of
compensation that pertains to FY2020 was less, by ¥ 28million, than the estimated amount of such compensation that was
disclosed in the Company’s Securities Report for the fiscal year ended March 31, 2021. The amount of such difference was
deducted from the amount described in the table above.
2. This notes the difference between (i) the total monetary amount received by the relevant directors or officers from the
Company during FY2021 upon the exercise of such rights granted in previous fiscal years and (ii) the total fair value of such
exercised rights as disclosed in the corresponding prior securities report based on then-current share prices. No such rights
were exercised in FY2021.
3. This is the amount recorded as expenses in the current fiscal year.
4. This amount represents the sum of cash compensation such as the tax and the tax equalization benefit (¥209 million), housing
allowance and other fringe benefits, etc. (¥128 million) paid to 5 executive officers, which were determined by the
Compensation Committee in accordance with the Company's internal rules and other standards. In addition to the
compensation listed in the table above, the Company provided fringe benefits of ¥14 million, which were confirmed as
compensation of the Company during this fiscal year, as cash compensation to 1 executive officer and 1 former executive
officer.
5. Includes 1 executive officer who resigned from the Company in this fiscal year.
6. Executive officers who concurrently serve as director of the Company are included in the position category of executive
officer. The company has paid each such executive officer the compensation for his or her service as executive officer only.
7. The amounts of the compensation, etc. paid to executives in foreign currency are noted in the amounts converted into yen
using the yearly average exchange rate.
- 65 -
< Individual Disclosure for Executives whose Compensation is at or exceeds ¥100 million >
(Millions of yen)
Breakdown of total amount of compensation
Performance-based compensation Restricted
Total amount Stock Unit
Category of Name of Performance-based
Name of Annual basic (RSUs) Other
executives entity cash incentive Share
compensation compensation Annual
(Monetary Appreciation (Non-cash compensation
bonus
compensation) Rights compensation)
(Note 1) (Note 2)
Makoto Executive 31
NML 497 135 155 81 ― 95
Uchida Officer (Note3)
Ashwani
Executive 108
Gupta NML 499 120 138 62 ― 71
Officer (Note3)
(Note 4)
Executive 138
Stephen NML 352 75 70 32 ― 37
Officer (Note3)
Ma
Nissan North
(Note 4) N/A 18 ― ― ― ― ― 18
America, Inc.
Hideyuki Executive
NML 147 51 47 22 ― 27 ―
Sakamoto Officer
Kunio Executive 1
NML 128 44 41 19 ― 23
Nakaguro Officer (Note3)
Asako Executive
NML 127 44 41 19 ― 23 ―
Hoshino Officer
Christian
Executive 59
Vandenhende NML 115 25 28 8 ― (5)
Officer (Note3)
(Note 4)
Notes 1. With respect to the performance-based cash incentives granted in FY2020, for each of the executive officers, it was confirmed
that the actual amount of compensation that pertains to FY2020 was less than the estimated amount of such compensation
that was disclosed in the Company’s Securities Report for the fiscal year ended March 31, 2021. The amount of such
difference was deducted from the amount described in the table above.
2. This is the amount recorded as expenses in the current fiscal year.
3. This amount represents the sum of cash compensation such as the tax and the tax equalization benefit (¥209 million), housing
allowance and other fringe benefits, etc. (¥128 million) paid to the relevant executive officers, which were determined by the
Compensation Committee in accordance with the Company's internal rules and other standards. The “Other Compensation”
which the Company provided to Ashwani Gupta includes fringe benefits of ¥7 million, which were confirmed as
compensation of the Company during this fiscal year, as cash compensation. In addition to the compensation listed in the
table above, the Company provided Ashwani Gupta with fringe benefits of ¥13 million, which were confirmed as
compensation of the Company during this fiscal year, as cash compensation. ¥13 million was disclosed as fringe benefits
provided by Nissan Automotive Europe in the Company’s Securities Report for the fiscal year ended March 31, 2021. Such
amount was disclosed therein with being converted into yen using the then yearly average exchange rate. Subsequently, such
amount was confirmed as compensation of the Company.
4. The amounts of the compensation, etc. paid to executives in foreign currency are noted in the amounts converted into yen
using the yearly average exchange rate.
<Targets, achievements, payment rates, etc. for each performance indicator of annual bonuses for executive officers>
FY2021 Annual bonus
As stated above, the Company has launched a business transformation plan called "Nissan NEXT", and the level for the
performance achievement for annual bonuses to be paid this fiscal year is based on the Company's performance projections
set in "Nissan NEXT", after considering the impact of COVID-19, the semiconductor supply shortage, raw materials price
hike, and other factors. The details of performance indicators and the reasons the Company selected each indicator are
explained in the (Annual bonus) section.
In light of global supply chain disruptions caused by COVID-19 and the semiconductor supply shortage, the objectives were
structured to prioritize profitability achievement for FY2021.
• The four performance indicators, which are (i) sales volume (on a retail basis); (ii) operating profit; (iii) marginal
profit; and (iv) fixed cost, were selected as indicators that are most relevant to improvement of profitability in
combination. In principle, the target levels for the performance indicators were designed taking into consideration the
levels that are necessary to achieve break even as well as frequent supply chain disruptions and unstable factory
production and managed as a set to optimize profitability. The result for sales volume (on a retail basis) was 3.88
million units, operating profit was ¥247.3 billion, with 3.7% operating profit margin (based on the proportionate
consolidation of its Chinese joint venture) as one of the targets set in “Nissan NEXT”. As a result, based on the
proportionate consolidation of its Chinese joint venture, the achievement ratios for those indicators were 125%.
• Similarly, in principle, the target for free cash flow in automotive business was set by taking into consideration the
levels that are necessary to achieve break even as well as supply chain disruptions. Based on the proportionate
consolidation of its Chinese joint venture, the result was exceeded the target level, resulting in an achievement ratio of
109%.
- 66 -
• For quality, FY2021 target was comprised of elements of quality guarantee and customer satisfaction, and the
achievement ratio was 100%.
• For employee engagement, the Company has set the target figures based on external benchmarks (based on employee
survey results conducted by numerous global companies), and the achievement ratio was 67%.
Accordingly, the overall achievement ratio was 115%. The actual amount of annual bonus was calculated by multiplying
the basic compensation by the above-mentioned total weighted average achievement ratio and the annual bonus target,
which varies based on the position of the executive officer. The details of calculation method are explained in the (Annual
bonus) section.
< Targets, achievements, payment rates, etc. for each performance indicator of performance-based cash incentive for
executive officers>
Similar to the annual bonus process described above, the level for the performance targets for the performance-based cash
incentive is based on objectives set in "Nissan NEXT", and the FY2020 incentives will be paid in accordance with the
achievement ratios for the targets for the three-fiscal-year period finishing in FY2022, and the FY2021 incentives will be
paid in accordance with the achievement ratios for the targets for the three-fiscal-year period finishing at the end of FY2023.
Also similar to the annual bonus, the level for the performance targets for the FY2021 incentives was set after considering
the impact of COVID-19, the semiconductor supply shortage, raw materials price hike, and other factors. The details of
performance indicators and the reasons the Company selected each indicator are explained above in detail in the [Overview
of long-term incentive program] section.
Payment under this performance-based cash incentive is determined after all three years of the evaluation period have
concluded and the results are finalized. The Company tracks performance in each year of the performance evaluation period,
and the targets and performance results for this fiscal year are as described below.
- 67 -
(5) Status of stocks held
1) Criteria and concept on stocks for investment
“Stocks for investment held for pure investment purpose,” of which the major holding purpose is to gain benefits
from fluctuations of the stock value or from the receipt of dividends, are classified as different from “Stocks for
investment held for any purposes other than pure investment purpose.” The Company does not hold any such stocks
for investment held for pure investment purpose.
2) Stocks for investment held for any purposes other than pure investment purpose
a. Holding policy and the method to verify the reasonableness of the holding, as well as details of such verification
by the Board of Directors or any other bodies concerning the appropriateness of the holding of the respective
stocks
(i) Policy on crossholdings
The Company’s basic policy on crossholding of stocks is to limit its collaborative/cooperative relationship with
counterparties to within a reasonable scope with the aim of achieving the Company’s business advantages.
(ii) Verification method of rationality of stocks held and details verified by the Board of Directors, etc.
For each individual stocks held by the Company, the Company examines each stock, such as the purpose of
holding, nature of transactions, future business significance and risks etc. On top of these verification from
strategic viewpoint, the return associated with holdings and the cost of capital are compared and the
appropriateness of holding is determined by the execution side. The result is assessed by the Board of Directors.
If a continued holding is determined to be inappropriate, its treatment shall be studied, including sell-off.
As a result, the Company holds four crossheld stocks (including deemed holdings) as of March 31, 2022.
b. Number of stocks and total of the amounts recorded in the balance sheet
Total of the amounts
recorded in the balance
Number of stocks
sheet
(Millions of yen)
Unlisted stocks 34 28,340
Stocks other than unlisted
3 1,387
stocks
(Stocks of which the number increased during the current fiscal year)
Total amount of purchase
price relating to increase
Number of stocks Reason for the increase
in the number of stocks
(Millions of yen)
Underwriting of third-
Unlisted stocks 2 10,539 party allocation of shares,
etc.
Stocks other than unlisted
— — —
stocks
(Stocks of which the number decreased during the current fiscal year)
Total amount of sale price
relating to decrease in the
Number of stocks
number of stocks
(Millions of yen)
Unlisted stocks 1 19,324
Stocks other than unlisted
1 150,755
stocks
- 68 -
c. Information regarding the number of stocks, amounts recorded in the balance sheet, etc., by each stock for “Specific
stocks for investment” and “Stocks subject to deemed holding”
Specific stocks for investment
Current fiscal year Prior fiscal year
Number of shares held Number of shares held
by the Company by the Company Holding purpose, quantitative holding effects and Holding of the
Stocks
Amount recorded in Amount recorded in reason for the increased number of shares Company’s shares
the balance sheet the balance sheet
(Millions of yen) (Millions of yen)
All shares held have already been sold.
― 16,448,378 No
Daimler AG
(*)
― 161,854
Held to cooperate in production, import and sales
Tan Chong Motor 37,333,324 37,333,324 in Asian countries and the Company considers that
No
Holdings Berhad such investment is appropriate to promote its
1,242 1,186 business in Asian countries.
Held to maintain cooperative relationships with
local companies and contribute to the local
60,000 60,000 community at Kyushu area where the Company has
Star Flyer Inc. No
one of the major production bases and the
Company considers that such investment is
144 168 appropriate.
729 729 Stocks of less than a standard unit held when
MITSUBA contributed to a retirement benefit trust. The Yes
Corporation holding purpose is as described in the “Stocks
0 0
subject to deemed holding” table below.
Note: “―” indicates no holding of the shares. The number of the relevant specific stocks for investment in the prior fiscal
year was four (4) and in this current fiscal year is three (3) inclusive of those amount recorded in the balance sheet
is less than one-hundredth (1/100) of common stock.
It is difficult to state quantitative benefits of holding each individual stock. However, the Company determines the
appropriateness of the holdings by verifying quantitative aspects including comparison of benefits and capital costs
related to the holding as well as qualitative aspects including the purpose of the holdings and significance for the
future business.
The method to verify the reasonableness of the holdings is stated in “a. Holding policy and the method to verify the
reasonableness of the holding, as well as details of such verification by the Board of Directors or any other bodies
concerning the appropriateness of the holding of the respective stocks” of “2) Stocks for investment held for any
purposes other than pure investment purpose.”
* For Company’s shares being held at the current fiscal year end, refer to 4. Corporate Information 1. Information on the
Company’s shares (6) Principal shareholders.
- 69 -
5. Financial Information
1. Basis of preparation of the consolidated financial statements and the non-consolidated financial statements
(1) The consolidated financial statements of the Company are prepared in accordance with the Ministry of Finance
Ordinance No. 28, 1976 “Regulations Concerning the Terminology, Forms and Preparation Methods of
Consolidated Financial Statements” (hereinafter the “Regulations for Consolidated Financial Statements”).
(2) The non-consolidated financial statements of the Company are prepared in accordance with the Ministry of Finance
Ordinance No. 59, 1963 “Regulations Concerning the Terminology, Forms and Preparation Methods of Non-
Consolidated Financial Statements” (hereinafter the “Regulations for Non-Consolidated Financial Statements”).
As the Company falls under the category of a company filing financial statements prepared in accordance with
special provisions, the non-consolidated financial statements of the Company are prepared in accordance with
Article 127 of the Regulations for Non-Consolidated Financial Statements.
- 70 -
1. Consolidated Financial Statements
- 71 -
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Liabilities
Current liabilities
Trade notes and accounts payable 1,501,972 1,395,642
Short-term borrowings 1,016,504 ※3 1,050,036
Current portion of long-term borrowings ※3 1,721,797 ※3 1,251,998
Commercial papers 6,749 185,705
Current portion of bonds 514,893 471,460
Lease obligations 43,542 48,395
Accrued expenses 1,034,305 841,386
Accrued warranty costs 101,624 98,367
Other 784,996 ※7 800,219
Total current liabilities 6,726,382 6,143,208
Long-term liabilities
Bonds 2,046,620 2,263,336
Long-term borrowings ※3 2,173,677 ※3 1,775,221
Lease obligations 75,450 86,173
Deferred tax liabilities 264,301 321,380
Accrued warranty costs 102,303 112,804
Net defined benefit liability 257,521 191,073
Other 465,988 ※7 448,702
Total long-term liabilities 5,385,860 5,198,689
Total liabilities 12,112,242 11,341,897
Net assets
Shareholders’ equity
Common stock 605,814 605,814
Capital surplus 817,071 816,472
Retained earnings 3,629,938 3,843,479
Treasury stock (139,259) (138,061)
Total shareholders’ equity 4,913,564 5,127,704
Accumulated other comprehensive income
Unrealized holding gain and loss on securities 61,902 3,428
Unrealized gain and loss from hedging
(10,639) 17,230
instruments
Adjustment for revaluation of the accounts of the
consolidated subsidiaries based on general price (36,498) (38,109)
level accounting
Translation adjustments (906,200) (512,770)
Remeasurements of defined benefit plans (77,536) (16,882)
Total accumulated other comprehensive income (968,971) (547,103)
Non-controlling interests 395,233 448,983
Total net assets 4,339,826 5,029,584
Total liabilities and net assets 16,452,068 16,371,481
- 72 -
② Consolidated statement of income and consolidated statement of comprehensive income
- 73 -
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Special gains
Gain on sales of fixed assets ※4 19,032 ※4 34,471
Gain on sales of investment securities 126 78,104
Other 7,778 21,428
Total special gains 26,936 134,003
Special losses
Loss on sales of fixed assets ※5 2,195 ※5 4,004
Loss on disposal of fixed assets 13,892 14,463
Impairment loss ※6 9,109 ※6 16,973
Compensation for suppliers and others 1,161 6,530
Special addition to retirement benefits 57,466 6,802
Other 61,217 ※3 7,138
Total special losses 145,040 55,910
Income (loss) before income taxes (339,334) 384,210
Income taxes-current 76,671 79,979
Income taxes-deferred 15,924 65,461
Total income taxes 92,595 145,440
Net income (loss) (431,929) 238,770
Net income attributable to non-controlling interests 16,768 23,237
Net income (loss) attributable to owners of parent (448,697) 215,533
- 74 -
Consolidated statement of comprehensive income
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
- 75 -
③ Consolidated statement of changes in net assets
Prior fiscal year (From April 1, 2020 to March 31, 2021)
(Millions of yen)
Accumulated other
Shareholders' equity
comprehensive income
Unrealized Unrealized gain
Total
Retained holding gain and loss from
Common stock Capital surplus Treasury stock shareholders'
earnings and loss on hedging
equity
securities instruments
Balance at the beginning of current
605,814 818,056 4,125,043 (139,262) 5,409,651 (16,420) (20,352)
period
Cumulative effects of changes in
(46,844) (46,844)
accounting policies
Restated balance 605,814 818,056 4,078,199 (139,262) 5,362,807 (16,420) (20,352)
Changes of items during the period
Net loss attributable to owners of
(448,697) (448,697)
parent
Purchase of treasury stock (494) (494)
Disposal of treasury stock 497 497
Changes in the scope of
198 198
consolidation
Changes in the scope of
238 238
equity method
Changes in interests by purchase
(964) (964)
of subsidiaries’ shares
Changes in affiliated companies’
(21) (21)
interests in its subsidiaries
Net changes of items other than
78,322 9,713
those in shareholders’ equity
Total changes of items during the
(985) (448,261) 3 (449,243) 78,322 9,713
period
Balance at the end of current period 605,814 817,071 3,629,938 (139,259) 4,913,564 61,902 (10,639)
- 76 -
Current fiscal year (From April 1, 2021 to March 31, 2022)
(Millions of yen)
Accumulated other
Shareholders' equity
comprehensive income
Unrealized Unrealized gain
Total
Retained holding gain and loss from
Common stock Capital surplus Treasury stock shareholders'
earnings and loss on hedging
equity
securities instruments
Balance at the beginning of current
605,814 817,071 3,629,938 (139,259) 4,913,564 61,902 (10,639)
period
Cumulative effects of changes in
(8,828) (8,828) 47
accounting policies
Restated balance 605,814 817,071 3,621,110 (139,259) 4,904,736 61,949 (10,639)
Changes of items during the period
Net income attributable to owners
215,533 215,533
of parent
Purchase of treasury stock (385) (385)
Disposal of treasury stock (185) (345) 1,583 1,053
Changes in the scope of
7,020 7,020
consolidation
Changes in the scope of
161 161
equity method
Changes in affiliated companies’
(414) (414)
interests in its subsidiaries
Net changes of items other than
(58,521) 27,869
those in shareholders’ equity
Total changes of items during the
(599) 222,369 1,198 222,968 (58,521) 27,869
period
Balance at the end of current period 605,814 816,472 3,843,479 (138,061) 5,127,704 3,428 17,230
- 77 -
④ Consolidated statement of cash flows
(Millions of yen)
FY2020 FY2021
(From April 1, 2020 (From April 1, 2021
To March 31, 2021) To March 31, 2022)
Cash flows from operating activities
Income (loss) before income taxes (339,334) 384,210
Depreciation and amortization (for fixed assets excluding leased
258,414 296,911
vehicles)
Depreciation and amortization (for long term prepaid expenses) 53,130 44,018
Depreciation and amortization (for leased vehicles) 397,162 348,074
Impairment loss 9,109 16,973
Increase (decrease) in allowance for doubtful receivables (33,408) (51,771)
Provision for residual value risk of leased vehicles (net changes) (20,517) (42,816)
Interest and dividends income (16,206) (19,957)
Interest expense 181,392 174,194
Equity in losses (earnings) of affiliates 55,861 (94,302)
Loss (gain) on sales of fixed assets (16,837) (30,467)
Loss on disposal of fixed assets 13,892 14,463
Loss (gain) on sales of investment securities (126) (78,104)
Decrease (increase) in trade notes and accounts receivable (139,212) ―
Decrease (increase) in trade notes and accounts receivable, and
― 140,242
contract assets
Decrease (increase) in sales finance receivables 773,543 476,338
Decrease (increase) in inventories 282,862 (12,498)
Increase (decrease) in trade notes and accounts payable 23,257 (414,416)
Retirement benefit expenses 31,706 (7,218)
Payments related to net defined benefit assets and liabilities (39,196) (29,847)
Other (43,022) (99,893)
Subtotal 1,432,470 1,014,134
Interest and dividends received 19,828 19,943
Proceeds from dividends income from affiliates accounted for by
99,300 82,671
equity method
Interest paid (180,315) (174,732)
Income taxes paid (48,494) (94,829)
Net cash provided by (used in) operating activities 1,322,789 847,187
Cash flows from investing activities
Net decrease (increase) in short-term investments 269 2,795
Purchase of fixed assets (362,377) (315,202)
Proceeds from sales of fixed assets 49,536 54,639
Purchase of leased vehicles (819,928) (808,684)
Proceeds from sales of leased vehicles 710,622 734,703
Payments of long-term loans receivable (112) (4,787)
Collection of long-term loans receivable 796 1,907
Purchase of investment securities (778) (13,803)
Proceeds from sales of investment securities 2,951 169,815
Proceeds from sales of subsidiaries’ shares resulting in changes
8,988 154
in the scope of consolidation
Net decrease (increase) in restricted cash 40,804 30,091
Other 108 1,537
Net cash provided by (used in) investing activities (369,121) (146,835)
- 78 -
(Millions of yen)
FY2020 FY2021
(From April 1, 2020 (From April 1, 2021
To March 31, 2021) To March 31, 2022)
Cash flows from financing activities
Net increase (decrease) in short-term borrowings (1,055,807) 120,623
Proceeds from long-term borrowings 2,071,366 1,131,051
Proceeds from issuance of bonds 1,433,806 478,425
Repayments of long-term borrowings (2,254,174) (2,241,109)
Redemption of bonds (772,585) (524,920)
Proceeds from non-controlling shareholders 2,877 5,311
Purchase of treasury stock (0) (2)
Repayments of lease obligations (49,191) (47,785)
Cash dividends paid to non-controlling interests (15,020) (14,239)
Payments from changes in ownership interests in subsidiaries that
(964) ―
do not result in change in scope of consolidation
Net cash provided by (used in) financing activities (639,692) (1,092,645)
Effects of exchange rate changes on cash and cash equivalents 76,934 145,033
Increase (decrease) in cash and cash equivalents 390,910 (247,260)
Cash and cash equivalents at beginning of the period 1,642,981 2,034,026
Increase due to inclusion in consolidation 135 5,926
Cash and cash equivalents at end of the period ※1 2,034,026 ※1 1,792,692
- 79 -
[Notes to Consolidated Financial Statements]
(Basis of consolidated financial statements)
1. Scope of consolidation
(1) Number of consolidated group companies: 240
• Domestic companies: 99
• Foreign companies: 141
The names of principal consolidated group companies are omitted here because they are provided in “4.
Information on subsidiaries and affiliates” under “1. Overview of the Company.”
JATCO Tool Ltd and 36 other companies have been included in the scope of consolidation in the current fiscal
year mainly due to reexamination of the scope of the consolidated companies to strengthen governance. Nissan
Prince Gunma Hanbai Co., Ltd. and 2 other companies which were consolidated subsidiaries in the prior fiscal
year, have been excluded from the scope of consolidation in the current fiscal year due to sales of their shares.
NIFTY Warehouse Trust No.4 and 3 other companies which were consolidated subsidiaries in the prior fiscal year,
have been excluded from the scope of consolidation in the current fiscal year due to liquidation.
(2) Number of unconsolidated subsidiaries: 16
• Domestic companies: 10
Yokoki Manufacturing Co., Ltd. and others
• Foreign companies: 6
Nissan Manufacturing Tanger Mediterranean and others
These unconsolidated subsidiaries are immaterial in terms of their total assets, sales, net income or loss, retained
earnings and others, and do not have a significant impact on the consolidated financial statements.
2. Equity method
(1) Number of companies accounted for by the equity method: 37
• Unconsolidated subsidiaries: 1 (0 domestic and 1 foreign companies)
ROSE KILN RETAIL LIMITED
JATCO Tool Ltd and 8 other companies have been excluded from the scope of the equity method and included in
the scope of consolidation in the current fiscal year due to reexamination of the scope of the consolidated
companies to strengthen governance. Nissan Marine Co., Ltd. which was a subsidiary accounted for by the equity
method in the prior fiscal year, has been excluded from the scope of the equity method in the current fiscal year
due to liquidation.
• Affiliates: 36 (21 domestic and 15 foreign companies)
Renault S.A., Dongfeng Motor Co., Ltd., MITSUBISHI MOTORS CORPORATION, NISSAN TOKYO
SALES HOLDINGS CO., LTD. and others
Nissan Car Techno Yamaguchi Co., Ltd and 3 other companies have become affiliates accounted for by the equity
method in the current fiscal year due to reexamination of the scope of the consolidated companies to strengthen
governance. Japan Charge Network Co.,Ltd. which was an affiliate accounted for by the equity method in the prior
fiscal year, has been excluded from the scope of the equity method in the current fiscal year due to sales of their
shares.
(2) Number of companies not accounted for by the equity method: 20
• Unconsolidated subsidiaries: 15
Yokoki Manufacturing Co., Ltd. and others
• Affiliates: 5
Sun Co., Ltd. and others
The impact of these companies is not significant on the consolidated net income or loss, consolidated retained
earnings and others.
(3) For these companies accounted for by the equity method whose fiscal year end differs from the consolidated fiscal
year end, the financial statements of their respective fiscal years are used as the basis of the consolidated financial
statements.
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3. Accounting period of consolidated subsidiaries
(1) The following consolidated group companies close their books of account at:
January 31:
Yokohama Marinos Ltd.
December 31:
Nissan Mexicana, S.A. De C. V.
Nissan Exports De Mexico, S. de R.L. de C.V.
NR FINANCE MEXICO, S.A. de C.V.
NR Finance Services, S.A. de C.V.
ANZEN Agente de Seguros, S.A. de C.V.
NISSAN DO BRASIL AUTOMOVEIS LTDA
Nissan Argentina S. A.
NISSAN ARGENTINA PLAN S.A. DE AHORRO PARA FINES DETERMINADOS
Nissan Chile SpA
Nissan Peru S.A.C.
APRITE (GB) LIMITED
Nissan Manufacturing RUS, Limited Liability Company
NISSAN MOTOR UKRAINE Limited Liability Company
Yulon Nissan Motor Co., Ltd.
NISSAN (CHINA) INVESTMENT CO., LTD.
Dongfeng Nissan Auto Finance Co., Ltd.
Dongfeng Nissan Financial Leasing Co., Ltd.
Wuhan Dongfeng Insurance Broker Co., Ltd.
Wuhan Dongfeng Xinda Economic Information Consulting Co., Ltd.
Nissan Shanghai Co., Ltd.
JATCO MEXICO S.A. DE C.V.
JATCO (Guangzhou) Automatic Transmission Ltd.
JATCO (Suzhou) Automatic Transmission Ltd.
Nissan Guangzhou Co., Ltd.
NISSAN TRADING CHINA CO., LTD
Nissan (Shanghai) Automotive Design Co., Ltd.
JATCO USA, Inc.
JATCO Korea Engineering Corporation
JATCO France SAS
JATCO Korea Service Corporation
NISSAN TRADING DO BRASIL PRODUTOS AUTOMOTIVOS LTDA
VINZ 2020 Retail Auto Mortgage Loan securitization Trust (Phase 3)
VINZ 2021 Retail Auto Mortgage Loan securitization Trust (Phase 1)
VINZ 2021 Retail Auto Mortgage Loan securitization Trust (Phase 2)
VINZ 2021 Retail Auto Mortgage Loan securitization Trust (Phase 3)
(2) Of these 36 companies, Nissan Mexicana, S.A. De C. V. and 21 other companies whose fiscal year end is December
31 close their books of account at March 31 for consolidation reporting purpose. With respect to Yokohama
Marinos Ltd. whose fiscal year end is January 31, and Yulon Nissan Motor Co., Ltd. and 12 other companies whose
fiscal year end is December 31, the necessary adjustments were made in consolidation to reflect any significant
transactions from February 1 to March 31 and January 1 to March 31.
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4. Significant accounting policies
(1) Valuation methods for assets
①Securities
Held-to-maturity securities:
Held-to maturity securities are stated at amortized cost.
Other securities:
Marketable securities:
Marketable securities classified as other securities are carried at fair value with any changes in
unrealized holding gain or loss, net of the applicable income taxes, directly included in net assets.
Costs of securities sold is calculated by the moving average method.
Non-marketable securities:
Non-marketable securities classified as other securities are carried at cost determined by the
moving average method.
Investments in limited liability partnerships and similar investments, defined as securities by Article 2,
Section 2 of the Financial instruments and Exchange Act, are recognized at the net amount corresponding to
the owning portion under the equity method based on the latest available financial statements of the
partnerships.
②Derivative financial instruments
Derivative financial instruments are stated at fair value.
③Inventories
Inventories are primarily stated at cost determined by the first-in and first-out method (cost of inventories is
written-down when their carrying amounts become unrecoverable).
(2) Depreciation of property, plant and equipment
Depreciation of self-owned property, plant and equipment is calculated principally by the straight-line method
based on the estimated useful lives and the estimated residual value determined by the Company.
Depreciation of leased assets (including right-of-use assets) is calculated by the straight-line method based on
either the estimated useful lives or the lease terms and the estimated residual value determined by the Company.
(3) Basis for significant reserves
①Allowance for doubtful accounts
Allowance for doubtful accounts is provided based on past experience for normal receivables and on an
estimate of the collectability of receivables from companies in financial difficulty. Some foreign subsidiaries
and affiliates have adopted IFRS 9 and Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 326, and recognized impairment losses on financial assets using the expected credit loss
model.
②Accrued warranty costs
Accrued warranty costs are provided to cover the cost of all services anticipated to be incurred during the entire
warranty period in accordance with the warranty contracts and based on past experience.
(4) Accounting for retirement benefits
For calculating the retirement benefit obligation, the benefit formula basis has been adopted for attributing
projected benefits to periods.
Past service cost is being amortized as incurred by the straight-line method over periods which are shorter than
the average remaining years of service of the eligible employees (principally 5 to 15 years).
Actuarial gain and loss are amortized in the year following the year in which actuarial gain and loss are recognized
by the straight-line method over periods which are shorter than the average remaining years of service of the
eligible employees (principally 7 to 24 years). Some foreign subsidiaries and affiliates have adopted the corridor
approach for actuarial gain and loss, and amortize them over the average remaining years of services of the eligible
employees or the average life expectancy of the eligible employees.
Actuarial gain and loss and past service cost that are yet to be recognized as gain or loss are recorded as
remeasurements of defined benefit plans presented in accumulated other comprehensive income of the net assets
section, after being adjusted for tax effects.
(5) Reporting of significant revenue and expenses
Businesses of the Group are segmented into Automobile and Sales financing based on the features of products and
services. The Automobile business includes manufacturing and sales of vehicles and parts. The Sales financing
business provides sales finance services and leasing to support the sales activities of the Automobile business.
Regarding the sales of vehicles and parts in the Automobile business, the Group usually recognizes revenue when
products are delivered to customers, as control over products is considered to be transferred to customers when
they can use and/or sell products at their own discretion. Transactions in which services are provided over a certain
period of time primarily include paid extended warranties and maintenance services. Revenue is recognized over
time in accordance with the progress of the performance obligation satisfied. Revenue is measured based on
transaction price specified in a contract with customers, excluding the amounts collected on behalf of third parties
such as tax authorities.
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The Group provides incentives primarily to dealers which are calculated based on total vehicle volume or vehicle
unit sales of certain models sold by dealers during a specified period of time. The Group accrues these incentives
as revenue reductions upon the sale of a vehicle utilizing “the most likely amount method”.
Payments for products received from customers are collected in accordance with the terms and conditions of
relevant sales agreements and amounts of financing component included in the payments are not material.
In addition, product sales contracts with customers include warranty clauses to cover free replacement or repair
needed to correct defects in materials or workmanship of all parts and components and the Group recognizes
provisions for product warranties to meet these guarantees. The provision is stated in the notes 4. Significant
accounting policies (3) Basis for significant reserves ②Accrued warranty costs.
Interest income from sales finance services in the Sales financing business is recognized at an amount equivalent
to interest over the contractual period. Interest income from finance lease transactions is recognized over the fiscal
years concerned. Revenue from operating lease transactions is recognized by allocating the total of the lease
payments over the lease term based on the contract.
(6) Foreign currency translation
Receivables and payables denominated in foreign currencies are translated into yen at the rates of exchange in
effect at the balance sheet date, and differences arising from the translation are recognized as gain or loss.
Assets and liabilities of the foreign consolidated subsidiaries are translated into yen at the rates of exchange in
effect at the balance sheet date, and revenue and expense accounts are translated at the average rates of exchange
in effect during the year. Differences arising from the translation are presented as translation adjustments and non-
controlling interests in the net assets section.
(7) Hedge accounting method
①Hedge accounting method
In principle, deferred hedge accounting is applied for derivative instruments.
If qualifies for specific conditions under J-GAAP, the following exceptional hedge treatments can be
applied.
Hedged items for foreign currency denominated transactions can be booked directly using the forward
contract rate, except for accounts receivables to which deferred hedge accounting is applied.
For interest rate swap, if interest paid or received can be netted against the interest of underlying hedged
interest bearing debt, there is no need for fair value evaluation.
②Hedging instruments and hedged items
Hedging instruments....Derivative transactions
Hedged items...............Mainly receivables and payables denominated in foreign currencies and others
③Hedging policy
Based on the internal risk management rules and authority regarding derivative transactions, expected risks
such as fluctuations in foreign exchange and interest rate are hedged within certain extent.
④Assessment of hedge effectiveness
The assessment of hedge effectiveness is omitted when the terms of hedged items are substantially same as
those of hedging instruments.
(8) Amortization of goodwill
Goodwill is amortized over periods not exceeding 20 years determined based on their expected life.
However, immaterial differences are recognized as gain or loss in the year of acquisition.
Negative goodwill in consolidated subsidiaries and in companies accounted for by the equity method which had
occurred after April 1, 2010 has been recorded as gain in the year of acquisition.
(9) Cash and cash equivalents in the consolidated statements of cash flows
Cash and cash equivalents consist of cash on hand, cash in banks which can be withdrawn at any time and short-
term investments with a maturity of three months or less when purchased which can easily be converted to cash
and are subject to little risk of change in value.
(10) Adoption of consolidated taxation system
The Company and some of its subsidiaries have been adopted the consolidated taxation system.
(11) Adoption of tax effect accounting for the transition from the consolidated taxation system to the group tax sharing
system
The Company and some of its domestic subsidiaries have been adopted “Practical Solution on the Treatment of
Tax Effect Accounting for the Transition from the Consolidated Taxation System to the Group Tax Sharing System”
(PITF No. 39, March 31, 2020) and deferred tax assets and liabilities are based on tax law provisions in place prior
to the revision prescribing transition from the consolidated taxation system to the group tax sharing system (Act
No. 8 of 2020).
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(Significant accounting estimates)
1. Impairment loss on fixed assets
(1) Amount recorded in the consolidated financial statements for the current fiscal year
The amount of impairment loss recorded in the consolidated statement of income for the current fiscal year is stated
in the notes (For consolidated statement of Income) 6 ※6 Impairment loss.
(2) Details of significant accounting estimates related to the identified items
After grouping fixed assets based on business segments (automobiles and sales financing) and regional classification,
which are mutually complementary with each other, the Group determines whether there is any indication of
impairment on business-use assets and then recognizes and measures impairment losses. The Group reasonably
estimates future cash flows and net realizable value in recognizing and measuring impairment losses, and discount
rates in measuring impairment losses.
The assumptions used to estimate future cash flows are based on the Company’s business plan which is approved by
the Management meeting considering historical market share conditions, profit margins, and third-party TIV forecast.
Regional market growth rates, relevant market trends including the impact of COVID-19 and the semiconductor
shortage, the geopolitical issues surrounding Russia and Ukraine and expected changes in the business environment
are also considered. Net realizable value is calculated based on the real estate appraisal value etc. and other publicly
available information. The discount rate is calculated based on the weighted average cost of capital, taking into
account country risk and other factors in each country.
The balance of business-use assets of the automobile business in the consolidated balance sheet of the current fiscal
year is ¥2,452,478 million. As a result of impairment testing for asset groups for which there were indications of
impairment due to continuous operation losses or significant deterioration in the business environment, etc. in the
current fiscal year, impairment losses were recorded for part of the asset groups. Estimated future cash flows for each
region are based on NISSAN NEXT, which was announced in May 2020.
If market trends, economic environment or preconditions for business plans change significantly in relation to the
asset group, and the Company revises its estimates of future cash flows and net realizable value, then the Company
may recognize or record new or additional impairment losses on fixed assets.
2. Deferred tax assets
(1) Amount recorded in the consolidated financial statements for the current fiscal year (Ending balance)
The net amount of deferred tax assets in the consolidated balance sheet of the current fiscal year is ¥156,553 million.
The amounts of deferred tax assets and valuation allowances before offsetting are stated in the notes (For tax-effect
accounting).
(2) Details of significant accounting estimates related to the identified items
In assessing the recoverability of deferred tax assets, future taxable income is reasonably estimated based on the
Company’s business plan which is approved by the aforementioned Management meeting for any future deductible
temporary differences that remain after taking into account the reversal of future taxable temporary differences and
feasible tax planning strategies.
The net amount of deferred tax assets of the Company is ¥134,012 million. The Company evaluates the recoverability
of deferred tax assets based on reasonable estimate of taxable income for the next fiscal year based on the Company’s
business plan.
If market trends, economic environment or preconditions for business plans change significantly, and the Company
revises its estimates of future taxable income, then this may affect the valuation of deferred tax assets.
3. Allowance for doubtful accounts
(1) Amount recorded in the consolidated financial statements for the current fiscal year (Ending balance)
The allowance for doubtful accounts of the sales finance business in the consolidated balance sheet of the current
fiscal year is ¥118,592 million. The allowance for doubtful accounts of Nissan Motor Acceptance Company LLC,
which complies with Financial Accounting Standards Board (FASB) ASC 326 is ¥64,911 million.
(2) Details of significant accounting estimates related to the identified items
An allowance for doubtful accounts is provided to recognize bad debt losses for sales finance receivables, automotive
trade receivables, etc. based on an estimate of their collectability calculated based on past experience. When estimating
the collectability of receivables, the Group evaluates the credit risk of customers and the value of assets pledged as
collateral. In addition, if the credit risk of receivables changes due to changes in the external environment, such as the
expectation of a significant deterioration in economic indicators due to the impact of COVID-19 etc., the Company
will additionally take into consideration the relevant factors, if necessary. For example, the Group may need to
increase the allowance or incur bad debt losses if estimates based on past experience differ materially from market
value forecasts, perceived individual credit risk, or a deterioration in the value of pledged collateral.
Certain foreign subsidiaries and affiliates which applies International Financial Reporting Standards (IFRS) 9 and
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 326, recognize allowances
for doubtful accounts based on financial asset impairment losses calculated using the expected credit loss model.
Under IFRS 9, expected credit loss is calculated after classifying financial assets into stages according to their credit
risk, while under ASC 326, expected credit loss over the remaining life is calculated for all financial receivables
without classifying the stages. It is required to measure credit losses from future projected default events at the present
value. Allowances under IFRS and ASC can increase or decrease based on the changes in assumptions that drive
credit risk assessments, such as past experience, used car prices, and forecasts of macroeconomic factors, such as
unemployment rates or inflation.
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4. Provision for residual value risk of leased vehicles
(1) Amount recorded in the consolidated financial statements for the current fiscal year (Ending balance)
Provision for loss on residual value of leased vehicles recorded in the machinery and equipment (net amount) in the
balance sheet of the current fiscal year is ¥107,787 million. The book value of assets under lease contracts (lessor) is
shown in the notes (For consolidated balance sheets) 2 ※2.
(2) Details of significant accounting estimates related to the identified items
Subsidiaries, primarily in North America, estimate provisions for the residual value risk of leased vehicles to cover
losses that arise when proceeds from leased vehicles that have been returned fall below the net book values of these
assets at lease-end.
Such provisions for residual value risk of leased vehicles are recognized as a change in estimate and their ending book
value is further changed, leading to higher or lower depreciation amounts. The estimate of residual value is updated
mainly based on the expected sale price of the leased vehicle and the expected return rate. Assessment of updated
vehicle residual values is affected by many factors, including, but not limited to sales results for used cars, trends in
returns of leased vehicles, new vehicle sales trends, supplies of used cars, customer preferences, marketing strategies,
and general economic conditions. Leased vehicles may be impaired if used car market price falls and impairment
indicator exist and their recoverable amount is less than book value.
5. Expenses for market measures such as recalls
(1) Amount recorded in the consolidated financial statements for the current fiscal year (Ending balance)
Service cost recorded in the consolidated statement of income for the current fiscal year is ¥72,184 million.
(2) Details of significant accounting estimates related to the identified items
The amount of estimated expenses for market measures is recognized as accrued expenses other than accrued warranty
costs when market measures based on notifications to government authorities are deemed to be necessary. In
estimating expenses, the estimated accrual is calculated based on the number of applicable model on the markets, the
expected implementation rates of market measures, the cost of market measures and other cost per unit. The expected
implementation rates of market measures are estimated based on historical results by sales region, brand, and age of
product portfolio.
The Company checks trends in market measures every quarter, and additional accrued expenses may be recorded or
reversed if actual accruals differ from estimates due to unexpected increase or decrease in number of market measures.
- 85 -
(2) Accounting Standards Board of Japan (ASBJ) Statement No. 30 “Accounting Standard for Fair Value Measurement”
“Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019) and other standards have
been adopted from the beginning of the fiscal year ended March 31, 2022, and in accordance with the transitional
treatment set forth in Article 19 of “Accounting Standard for Fair Value Measurement” and Article 44-2 of
“Accounting Standard for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019), the Company will continue
to apply new accounting policies prescribed by “Accounting Standard for Fair Value Measurement” and other
standards into the future. The impacts of this adoption on the consolidated financial statements are immaterial.
In addition, “Fair Value of Financial Instruments by levels” was represented in “Notes to financial instruments”.
However, in accordance with the transitional treatment set forth in Article 7-4 of “Implementation Guidance on
Disclosures about Fair Value of Financial Instruments” (ASBJ Guidance No. 19, July 4, 2019), notes pertaining to
the prior fiscal year are not presented.
(Changes in presentation)
1. Consolidated statement of income
“Gain on sales of investment securities,” which was included in “Other” under “Special gains” in the prior fiscal year,
has been presented as a separate account in the current fiscal year due to its increased financial materiality.
To reflect this change, ¥126 million of “Other” under “Special gains” in the prior fiscal year has been reclassified into
“Gain on sales of investment securities” in the consolidated statement of income for the prior fiscal year provided
herein.
“Subsidy income and others,” which was presented as a separate account under “Special gains” in the prior fiscal year,
has been included in “Other” in the current fiscal year due to its decreased financial materiality.
To reflect this change, ¥6,924 million of “Subsidy income and others” under “Special gains” in the prior fiscal year has
been reclassified into “Other” in the consolidated statements of income for the prior fiscal year provided herein.
“Loss on shutdowns and others due to COVID-19,” which was presented as a separate account under “Special losses”
in the prior fiscal year, has been included in “Other” in the current fiscal year due to its decreased financial materiality.
To reflect this change, ¥43,499 million of “Loss on shutdowns and others due to COVID-19” under “Special losses”
in the prior fiscal year has been reclassified into “Other” in the consolidated statement of income for the prior fiscal
year provided herein.
(Additional information)
1. Litigation for damages related to vehicle distribution agreement dispute
On July 4, 2019, Al Dahana filed a lawsuit against the Company, its consolidated subsidiary, Nissan Middle East FZE
and its equity-method affiliate, Nissan Gulf FZCO, in the Dubai Court of First Instance in relation to a vehicle
distribution agreement dispute. On September 29, 2021, the Dubai Court of First Instance ruled that the Company and
Nissan Middle East FZE must pay AED 1,159,777,806.50 plus interest.
Although the Company maintains that it has fully complied with its contractual obligations and had filed an appeal
against this court judgment, the Company had recorded the amount of judgment plus interest totaling ¥38,758 million
under “Selling, general and administrative expenses” considering the ruling in the second quarter of the fiscal year
ended March 31, 2022.
On June 8, 2022, the Dubai Court of Appeal reversed the judgment of the Dubai Court of First Instance. Al Dahana
may file a further appeal to the Dubai Court of Cassation to challenge this decision, and the Company will challenge
any appeal to the Dubai Court of Cassation. Considering the ongoing dispute, the above accounting treatment has not
been changed.
2. The impact of the geopolitical issues surrounding Russia and Ukraine
The Company and its subsidiaries assume that the impact of the geopolitical issues surrounding Russia and Ukraine
will continue for a certain period of time. Based on our best estimate, the Company and its subsidiaries recorded the
expenses related to Russia and Ukraine businesses of ¥15.2 billion in the fiscal year ended March 31, 2022. In addition,
our share of the impact of a non-cash adjustment charge from Renault related to its Russia business announced on
March 23, 2022, in the amount of ¥37.4 billion was recorded in Equity in earnings of affiliates.
However, there are many uncertainties over the impact of the geopolitical issues surrounding Russia and Ukraine,
which may have a material impact on the Group’s financial position and operating results for the fiscal year ended
March 31, 2023 and thereafter.
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(For consolidated balance sheets)
1 ※1 Accumulated depreciation of property, plant and equipment (Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Accumulated depreciation of property, plant and equipment 5,687,422 5,973,584
(Accumulated depreciation of leased assets included) 134,862 146,209
2 ※2 “Machinery, equipment and vehicles, net” includes the following assets leased to others under lease agreements.
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Assets leased to others under lease agreements (lessor) 2,163,875 2,049,047
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Current fiscal year (As of March 31, 2022)
(1) Guarantees
Balance of liabilities guaranteed
Guarantees Description of liabilities guaranteed
(Millions of yen)
Employees (*1) 15,720 Guarantees for employees’ housing loans and others
1 foreign rental car company (*2) 773 Guarantees for loans and others
Total 16,493
(*1) Allowance for doubtful accounts is provided for these loans mainly based on past experience.
(*2) The guarantee balance of ¥773 million is the guarantees made by a foreign subsidiary to a financial institution that
financed vehicles sold to a foreign rental car company. If the foreign rental car company defaults on its obligations, the
foreign subsidiary needs to compensate the financial institution for the contractual repurchase price and take possession
of the vehicles. The amount stated does not consider monetary amounts the foreign subsidiary could potentially recover
from subsequently selling the repossessed vehicles.
5 Contingent Liabilities
・Lawsuits related to Takata’s airbag inflators
Mainly in the United States (“U.S.”) and Canada various putative class action lawsuits, civil lawsuits and lawsuits by states related
to Takata’s airbag inflator have been filed against the Company, consolidated subsidiaries and other Original Equipment
Manufacturers. The lawsuits allege that the subject airbag inflators did not function properly, and seek, among others, damages for
economic losses, incurred costs, decline in the value of vehicles, and, in certain cases, personal injury as well as punitive damages.
Most of the class action lawsuits in the U.S. were transferred to the U.S. District Court for the Southern District of Florida and
consolidated into a multi-district litigation (“MDL”). The Company and Nissan North America, Inc. (“NNA”) have agreed to a
proposed settlement that would resolve the US class actions that are pending against them in the MDL, through a number of customer-
focused programs. In September 2017, the court in the MDL granted preliminary approval to the proposed settlement, and in February
2018, the court granted final approval to the proposed settlement. The settlement of $87.9 million has been fully paid off. Although
there are some ongoing lawsuits other than the above, management has not recognized a provision for loss contingencies because as
of the date of this report it is not possible to reasonably estimate the amount, if any, of any potential future losses because there are
some uncertainties, such as these lawsuits are still in progress.
8 ※6 “Sales finance receivables” and “Other current assets” include lease receivables and lease investment assets.
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Lease receivables 30,153 23,758
Lease investment assets 123,948 158,460
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9 The amount of unused balances of overdrafts and loan commitment agreements entered into by consolidated subsidiaries
are as follows. (Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Total credit lines of overdrafts and loans 231,229 252,716
Loans receivable outstanding 128,510 91,876
Unused credit lines 102,719 160,840
Since many of these facilities expire without being utilized and the related borrowings are sometimes subject to a review
of the borrowers’ credibility, any unused amount will not necessarily be utilized at the full amount.
10 ※7 Receivables from contracts with customers, contract assets, and contract liabilities arising are not separately presented.
For details, please refer to “Notes to Consolidated Financial Statements (Revenue recognition), 3. Information to understand the
amount of revenue in the current and subsequent fiscal years (1) Contract assets and contract liabilities” in the consolidated financial
statements.
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(For consolidated statement of income)
1 ※1 Revenue from contracts with customers
With regard to net sales, revenue from contracts with customers and revenue from the other sources are not separately
presented. For details, please refer to “Notes to Consolidated Financial Statements (Revenue recognition), 1. Information
about breakdown of revenue from contracts with customers” in the consolidated financial statements.
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Research and development costs included
in manufacturing costs and selling, 503,486 484,065
general and administrative expenses
3 ※3 The ending inventory balance represents after write-down of book value when their carrying amounts become
unrecoverable, and the write-down (after offsetting the reversal of the prior fiscal year’s write-down) are as follows.
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Cost of sales 5,901 (459)
Special losses (Other) ― 3,161
6 ※6 Impairment loss
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The Group determines whether an asset is impaired on an individual asset basis if the asset is considered idle or if it is to
be disposed of. The impairment loss was recorded for the assets below.
Amount
Usage Type Location
(Millions of yen)
Japan, Europe, Asia and Other
Land, Machinery, equipment and vehicles,
Idle assets overseas countries 5,210
Intangible fixed assets and others
(Total 202 locations)
Japan and Other overseas
Assets to be Buildings and structures, Machinery,
countries 1,935
disposed of equipment and vehicles and others
(Total 22 locations)
The Company and some of its consolidated subsidiaries have recognized an impairment loss on idle assets and assets to be
disposed of by reducing their net book value to the respective recoverable value of each asset. Such loss amounted to ¥7,145
million and has been recorded as special losses in the accompanying consolidated statements of income. This impairment
loss consisted of losses of ¥5,210 million on idle assets (land - ¥1,061 million; machinery, equipment and vehicles - ¥1,938
million; intangible fixed assets - ¥821 million; and others - ¥1,390 million) and losses of ¥1,935 million on assets to be
disposed of (buildings and structures - ¥1,015 million; machinery, equipment and vehicles - ¥503 million; and others - ¥417
million).
The recoverable value of these assets was measured by net sales value. Property, plant and equipment of idle assets and
assets to be disposed of were evaluated based on the appraisal value using real estate appraisal standards, etc., and intangible
fixed assets of idle assets were estimated as zero because future use will not be expected.
The Group determines whether an asset is impaired on an individual asset basis if the asset is considered idle or if it is to
be disposed of. The impairment loss was recorded for the assets below.
Amount
Usage Type Location
(Millions of yen)
Japan, Asia and Other overseas
Idle assets Land, Buildings and structures and others countries 4,108
(Total 10 locations)
Assets to be
Land and Buildings and structures Japan (Total 2 locations) 240
sold
Land, Buildings and structures,
Assets to be
Machinery, equipment and vehicles and Japan (Total 15 locations) 1,045
disposed of
others
The Company and some of its consolidated subsidiaries have recognized an impairment loss on idle assets and assets to be
disposed of by reducing their net book value to the respective recoverable value of each asset. Such loss amounted to ¥5,393
million and has been recorded as special losses in the accompanying consolidated statements of income. This impairment
loss consisted of losses of ¥4,108 million on idle assets (land - ¥878 million; buildings and structures - ¥1,397 million; and
others - ¥1,833 million), losses of ¥240 million on assets to be sold (land - ¥172 million; and buildings and structures - ¥68
million), and losses of ¥1,045 million on assets to be disposed of (land - ¥354 million; buildings and structures - ¥355
million; machinery, equipment and vehicles - ¥326 million; and others - ¥10 million).
The recoverable value of these assets was measured by net sales value. Property, plant and equipment of idle assets and
assets to be disposed of were evaluated based on the appraisal value using real estate appraisal standards, etc., and assets to
be sold were evaluated based on sales contracts.
- 91 -
(For consolidated statements of comprehensive income)
※1 Reclassification adjustments and tax effects concerning other comprehensive income
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Unrealized holding gain and loss on securities:
Amount arising during the period 108,390 (9,891)
Reclassification adjustments for gains and losses realized in net income (92) (77,044)
Before tax-effect adjustment 108,298 (86,935)
Amount of tax effects (26,963) 26,988
Unrealized holding gain and loss on securities 81,335 (59,947)
Unrealized gain and loss from hedging instruments:
Amount arising during the period (53,375) (28,827)
Reclassification adjustments for gains and losses realized in net income 66,505 66,824
Adjustments of acquisition cost for assets ― (295)
Before tax-effect adjustment 13,130 37,702
Amount of tax effects (3,378) (10,744)
Unrealized gain and loss from hedging instruments 9,752 26,958
Adjustment for revaluation of the accounts of the
consolidated subsidiaries based on general price
level accounting:
Amount arising during the period (1,309) (140)
Reclassification adjustments for gains and losses realized in net income ― ―
Before tax-effect adjustment (1,309) (140)
Amount of tax effects ― ―
Adjustment for revaluation of the accounts of the
consolidated subsidiaries based on general price (1,309) (140)
level accounting
Translation adjustments:
Amount arising during the period 152,987 350,114
Reclassification adjustments for gains and losses realized in net income (472) 721
Before tax-effect adjustment 152,515 350,835
Amount of tax effects ― ―
Translation adjustments 152,515 350,835
Remeasurements of defined benefit plans:
Amount arising during the period 196,624 67,710
Reclassification adjustments for gains and losses realized in net income 17,733 (6,255)
Before tax-effect adjustment 214,357 61,455
Amount of tax effects (64,432) (2,661)
Remeasurements of defined benefit plans 149,925 58,794
The amount related to equity method companies
Amount arising during the period 8,268 73,733
Reclassification adjustments for gains and losses realized in net income (10,485) 618
Before tax-effect adjustment (2,217) 74,351
Amount of tax effects ― ―
The amount related to equity method companies (2,217) 74,351
Total other comprehensive income 390,001 450,851
- 92 -
(For consolidated statement of changes in net assets)
3. Dividends
(1) Dividends paid
Not applicable.
(2) Dividends, which the record date was in the year ended March 31, 2021 and the effective date of which is in
the year ended March 31, 2022
Not applicable.
3. Dividends
(1) Dividends paid
Not applicable.
(2) Dividends, which the record date was in the year ended March 31, 2022 and the effective date of which is in
the year ending March 31, 2023
Type of Total dividends Source of Dividends per
Resolution Record date Effective date
shares (Millions of yen) dividends share (Yen)
Annual general
meeting of the Common Retained March 31, June 29,
19,573 5
shareholders on stock earnings 2022 2022
June 28, 2022
Note: Total dividends were obtained by deducting the amount corresponding to the equity of Renault shares held by the Company.
- 93 -
(For consolidated statements of cash flows)
1 ※1 Cash and cash equivalents as of the end of the fiscal year are reconciled to the accounts reported in the consolidated
balance sheets as follows.
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Cash on hand and in banks 1,871,794 1,432,047
Time deposits with maturities of more than ― ―
three months
Cash equivalents included in securities (*) 162,232 360,645
Cash and cash equivalents 2,034,026 1,792,692
*These represent short-term, highly liquid investments readily convertible into cash held by foreign subsidiaries.
- 94 -
(For lease transactions)
1. Finance lease transactions
(Lessees’ accounting)
(1) Leased assets
Leased assets primarily consist of dies and buildings.
(2) Depreciation method for leased assets
Described in “4 (2) Depreciation of property, plant and equipment” under Basis of consolidated financial
statements.
(Lessors’ accounting)
(1) Breakdown of lease investment assets (Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Lease income receivable 130,870 171,095
Estimated residual value 3,062 2,879
Interest income equivalent (9,984) (15,514)
Lease investment assets 123,948 158,460
(2) Expected amounts of collection from lease income receivable concerning lease receivables and lease
investment assets after the balance sheet date
Prior fiscal year (As of March 31, 2021) (Millions of yen)
Lease receivables Lease investment assets
Due within one year 20,603 66,330
Due after one year
7,859 34,044
but within two years
Due after two years
384 16,277
but within three years
Due after three years
132 7,307
but within four years
Due after four years
53 3,288
but within five years
Due after five years 20 3,624
Current fiscal year (As of March 31, 2022) (Millions of yen)
Lease receivables Lease investment assets
Due within one year 19,641 89,099
Due after one year
2,773 45,570
but within two years
Due after two years
238 22,185
but within three years
Due after three years
126 10,103
but within four years
Due after four years
46 3,862
but within five years
Due after five years 39 276
- 95 -
(For financial instruments)
1. Financial Instruments
(1) Policies on financial instruments
The Group’s cash is managed mainly through short-term deposits and short-term investments with insignificant risk for the
purpose of efficient cash management at appropriate risk.
The financing has been diversified, such as bank loans, bond issues, commercial paper issues and securitization of assets, to
reduce the exposure to liquidity risk.
The Group utilizes derivative financial instruments based on the internal “Policies and Procedures for Risk Management”
mainly for the purposes of hedging its exposure to adverse fluctuations in foreign currency exchange rates on receivables
and payables denominated in foreign currencies, interest rates on interest-bearing debt and market prices on commodity, but
does not enter into such transactions for speculative purposes.
The sales finance business provides financial services to retail customers, such as auto loans and leases, and inventory
financing, working capital loans, etc. to our dealers. Strict credit underwriting policies are followed before loans are
advanced to the customers and dealers.
(2) Description of financial instruments and related risks
① Trade notes and accounts receivable
The Group holds trade notes and accounts receivable as consideration for sales of products and collects such receivables
in accordance with the terms and conditions of relevant sales agreements. The relevant trade notes and accounts receivable
are exposed to the credit risk of the respective customers. Those denominated in foreign currencies are exposed to
fluctuations in foreign currency exchange rates.
② Sales finance receivables
Sales finance receivables consist of auto loans and leases to retail customers, and credit exposures to dealers comprised
of inventory financing and working capital loans, etc. Sales finance receivables are exposed to credit risk of the respective
customers.
③ Securities and investment securities
Securities and investment securities held by the Group are mainly unlisted foreign investment trusts and investment
securities in affiliates. Investment securities in affiliates are exposed to the risk of fluctuations in their market prices.
④ Trade notes and accounts payable
The Group holds trade notes and accounts payable as liabilities with various payment dates based on the payment
conditions from purchasing diverse parts, materials and services, required for development, manufacture and sale of
products. As its procurement activities are operated in various regions and countries, the relevant trade notes and accounts
payable are exposed to fluctuations in foreign currency exchange rates.
⑤ Borrowings, bonds and lease obligations
The Group conducts diverse financing activities for the purpose of fund procurements for working capital, investments in
equipment and businesses, sales financing and so forth. As part of such financing uses floating-rates, the relevant
borrowings, bonds and lease obligations are exposed to the risk of interest rate fluctuations. The Group is also exposed to
liquidity risk in that the necessary funds for business operations may not be ensured with rapid changes in the procurement
environment.
⑥ Derivative transactions
(1) Forward foreign exchange contracts
Forward foreign exchange contracts are used to hedge against the adverse impact of fluctuations in foreign currency
exchange rates on foreign currency denominated receivables and payables arising from importing and exporting
products and others.
(2) Currency options
In the same manner as forward foreign exchange contracts, currency options are used to hedge against the adverse
impact of fluctuations in foreign currency exchange rates on foreign currency denominated receivables and payables.
(3) Interest rate swaps
Interest rate swaps are used primarily to hedge against the adverse impact of fluctuations in interest rates on interest-
bearing debt.
(4) Currency swaps
Currency swaps are used to hedge against the adverse impact of fluctuations in foreign currency exchange rates and
interest rates on foreign currency denominated receivables and payables.
(5) Interest rate options
Interest rate options are used primarily to hedge against the adverse impact of fluctuations in interest rates on interest-
bearing debt.
(6) Commodity swaps
Commodity swaps contracts are used primarily to hedge against the adverse impact of fluctuations in the market prices
of precious metals (used as the catalyst for the emission gas purifier of automobiles) and base metals (raw materials
for automobile productions).
For hedging instruments, hedged items, hedging policy and assessment of hedge effectiveness, refer to “(7) Hedge
accounting method” under “4. Significant accounting policies.”
- 96 -
(3) Risks relating to financial instruments and the management system thereof
① Management of market risk
Although derivative transactions are used for the purpose of hedging risks on the assets and liabilities recorded in the
consolidated balance sheets, there remains the risk of foreign currency exchange fluctuations on currency transactions,
the risk of interest rate fluctuations on interest rate transactions and the risk of market price fluctuations on commodity
transactions. All the derivative transactions of the Group are carried out pursuant to the internal risk management rules,
which stipulate the Group’s basic policies for derivative transactions, management policies, management items, trading
procedures, criteria for the selection of counterparties, the reporting system and so forth. The Group’s financial market
risk is controlled by the Company in a centralized manner, and it is stipulated that no individual subsidiary can initiate a
hedge transaction such as derivative transactions without the prior approval of and regular reporting back to the Company.
The basic policy on the acquisition of derivative transactions is subject to the approval of the Hedge Policy Meeting,
which is attended by the Chief Financial Officer and the staff in charge. The execution and management of all transactions
are to be conducted in accordance with the aforementioned risk management rules pursuant to the decisions made at those
meetings. Derivative transactions are conducted by a special section of the Finance Department, and the verification of
the relevant trade agreements and the monitoring of position balances are the responsibility of the Accounting Section
and the Risk Management Section. Commodity swaps are conducted by the Finance Department in accordance with the
acquisition policy determined by the corporate officer in charge of the Purchasing Department and the Chief Financial
Officer.
The status of derivative transactions is reported to the Chief Financial Officer on a regular basis and to the Board of
Directors as a general rule.
② Management of credit risk
The Group does business with a variety of local counterparties including sales companies in many regions around the
world. The Group has established transaction terms and conditions for operating receivables in Japan and overseas based
on credit assessment criteria to take appropriate and effective measures for the protection of such receivables, using bank
letters of credit and transactions with advance payments.
As for financial transactions including bank deposits, short term investments and derivatives, the Group is exposed to
the risk that counterparty could default on their obligations and jeopardize future profits. We believe that this risk is
insignificant as the Group enters into such transactions only with financial institutions that have a sound credit profile.
Therefore, we believe that the risk to incur losses from counterparty financial institution’s default is low. Credit risk
is managed by using its own evaluation methods based on external credit ratings and other analyses. The Finance
Department sets a maximum upper limit on positions with each of the counterparties and monitors the balances of open
positions.
The Group enters into derivative transactions with Renault Finance S.A. (“RF”), a specialized financial subsidiary of the
Renault Group. RF enters into derivative transactions to cover such derivative transactions with the Group only with
financial institutions of the highest caliber carefully selected by RF based on its own rating techniques.
In sales finance, credit risk is managed through a risk framework that sets out policies, procedures, measurements and
regular reviews across the full life cycle of a financial product from underwriting to collections and write-off.
③ Management of liquidity risk related to financing
The Company endeavors to raise funds from appropriate sources with reinforced measures such as an accumulation of
cash reserves and the conclusion of loan commitment agreements so that the Group can ensure an appropriate level of
liquidity even if any significant environmental change takes place in the financial market. However, this factor could
entail a greater-than-anticipated level of risk that might hinder the smooth execution of the initially planned financing,
thereby having a significant effect on the Group’s financial position and business performance. The Group secures the
appropriate liquidity of funds in its automobile business in accordance with the management rule on liquidity risk by
taking into account the future repayment schedule of borrowings, the future demand for working capital and other fund
requirements. In sales finance, liquidity risk is managed through a thorough focus on Asset Liability Management.
- 97 -
2. Fair Value of Financial Instruments
The following tables indicate the amount recorded in the consolidated balance sheets, the fair value and the difference as of March
31, 2021 and March 31, 2022 for various financial instruments.
- 98 -
(Note 1) Redemption schedule after the balance sheet date for monetary receivables and securities with maturity dates
Prior fiscal year (As of March 31, 2021) (Millions of yen)
Due after one Due after five
Due within Due after ten
year but within years but within
one year years
five years ten years
Cash on hand and in banks 1,871,794 ― ― ―
Trade notes and accounts receivable 518,451 ― ― ―
Sales finance receivables (*1) 2,742,991 3,339,572 96,000 216
Long-term loans receivable 1,343 9,382 604 243
Total 5,134,579 3,348,954 96,604 459
(*1) The amount of sales finance receivables is presented with the amount after deducting ¥35,018 million of deferred installment
income and others
(Note 2) Redemption schedule after the balance sheet date for bonds, long-term borrowings, lease obligations and other interest-
bearing debt
- 99 -
3. Fair Value of Financial Instruments by levels
The fair value of financial instruments is classified into the following three levels based on the observability and materiality of the
inputs used to calculate fair value.
Level 1: Fair value derived from quoted prices in active markets for identical assets or liabilities.
Level 2: Fair value derived from observable inputs that are not included in Level 1 inputs.
Level 3: Fair value derived from unobservable inputs.
When multiple inputs that have a significant impact on the fair value calculation are used, the fair value is classified at lower level
category.
- 100 -
(For securities)
1. Other securities
Prior fiscal year (From April 1, 2020 to March 31, 2021) (Millions of yen)
Types of securities Sales proceeds Total gain Total loss
Stock 464 340 ―
Total 464 340 ―
Current fiscal year (From April 1, 2021 to March 31, 2022) (Millions of yen)
Types of securities Sales proceeds Total gain Total loss
Stock 170,150 78,104 ―
Total 170,150 78,104 ―
3. Reclassified securities
- 101 -
(For derivative transactions)
1. Derivative transactions for which hedge accounting is not adopted
PHP 15,371 ― 52 52
Buy:
EUR 114,274 ― 6,497 6,497
USD 32,227 2,258 1,427 1,427
Swaps:
EUR 476,358 58,409 1,677 1,677
USD 241,407 206,723 (997) (997)
AUD 22,142 ― (22) (22)
CAD 40,000 40,000 (4,638) (4,638)
CNY 57,360 ― 7,669 7,669
Total ― ― 11,744 11,744
Buy:
USD 16,799 ― (1,534) (1,534)
Swaps:
EUR 288,714 20,505 11,344 11,344
USD 524,623 354,168 33,692 33,692
CAD 49,420 ― (8,888) (8,888)
AED 5,542 ― 1 1
ZAR 6,350 ― 17 17
Total ― ― 34,526 34,526
- 102 -
(2) Interest-related transactions
Prior fiscal year (As of March 31, 2021) (Millions of yen)
Classification
Portion
due after Valuation
Type Notional amounts Fair value
one year included gain or loss
herein
Swaps:
Receive floating/pay fixed 226,765 188,608 (1,278) (1,278)
Non-market transactions
Portion
due after Valuation
Type Notional amounts Fair value
one year included gain or loss
herein
Swaps:
Receive floating/pay fixed 152,166 130,841 2,941 2,941
Non-market transactions
- 103 -
2. Derivative transactions for which hedge accounting is adopted
- 104 -
(2) Interest-related transactions
Prior fiscal year (As of March 31, 2021) (Millions of yen)
Portion
Method of due after
Notional
hedge Type of transactions Major hedged items one year Fair value
amounts
accounting included
herein
Swaps:
Deferral hedge
Long-term borrowings
accounting Receive floating/pay fixed 995,263 556,442 (8,918)
and bonds
Swaps:
Special
treatment Receive floating/pay fixed Long-term borrowings 43,200 37,200 Note
Total ― ― (8,918)
Note: Fair value of interest rate swaps is included in that of corresponding hedged long-term borrowings in “2. Fair Value of Financial
Instruments” under “For financial instruments” as those interest rate swaps are treated as underlying transactions of hedged items.
Total ― ― 16,107
Note: Fair value of interest rate swaps is included in that of corresponding hedged long-term borrowings in “2. Fair Value of Financial
Instruments” under “For financial instruments” as those interest rate swaps are treated as underlying transactions of hedged items
- 105 -
(For retirement benefits)
(1) Adjustments between the beginning and ending balances of retirement benefit obligation (excluding those listed in
(3) below)
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Retirement benefit obligation at the beginning of the year 1,357,210 1,426,509
Service cost 27,611 23,474
Interest cost 23,979 24,198
Actuarial gain and loss generated 32,014 (80,824)
Past service cost generated (468) (1)
Retirement benefits paid (66,927) (70,543)
Effect of foreign exchange translation 49,320 60,660
Other 3,770 1,452
Retirement benefit obligation at the end of the year 1,426,509 1,384,925
(2) Adjustments between the beginning and ending balances of plan assets (excluding those listed in (3) below)
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Plan assets at the beginning of the year 913,973 1,200,175
Expected return on plan assets (Note) 37,683 48,774
Actuarial gain and loss generated 238,895 2,027
Contribution from employers 32,845 23,423
Retirement benefits paid (60,631) (64,268)
Effect of foreign exchange translation 35,014 42,160
Other 2,396 300
Plan assets at the end of the year 1,200,175 1,252,591
Note: Interest from plan assets of net interest from net defined liability of consolidated foreign subsidiaries which adopt
IFRS has been included.
(3) Adjustments between the beginning and ending balances of net defined benefit liability and net defined benefit assets
for plans using a simplified method
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Net defined benefit liability and assets at the beginning of the year 434 1,347
Retirement benefit expenses 66 139
Retirement benefits paid (24) (111)
Contribution to plans (31) (38)
Effect of change in the scope of consolidation 902 911
Net defined benefit liability and assets at the end of the year 1,347 2,248
- 106 -
(4) Adjustments between the ending balances of retirement benefit obligation and plan assets and the net defined
benefit liability and net defined benefit assets reported on the balance sheets
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Retirement benefit obligation for funded plans 1,350,008 1,299,726
Plan assets (1,201,559) (1,255,427)
148,449 44,299
Retirement benefit obligation for unfunded plans 79,232 90,283
Net defined benefit liability and assets reported on the consolidated
227,681 134,582
balance sheets
Net defined benefit liability 257,521 191,073
Net defined benefit assets (29,840) (56,491)
Net defined benefit liability and assets reported on the consolidated
227,681 134,582
balance sheets
- 107 -
(8) Matters regarding plan assets
①Major components of plan assets
Plan assets consist of the following.
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Stocks 40% 38%
Bonds 41% 40%
Cash and deposits 1% 1%
Real estate (including REITs) 7% 9%
Other 11% 12%
Total 100% 100%
Notes: 1. Securities contributed to the retirement benefit trust included in the total plan assets were 1.3% for the prior year and
1.1% for the current fiscal year.
2. “Other” includes components for which it is difficult to categorize into specific types of plan assets, such as stocks
and bonds, and to identify the percentage and the amount by types of assets.
Foreign companies
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Discount rates 0.8%–3.5% 1.5%–3.9%
Long-term expected rates of return on plan assets
Mainly 8.0% Mainly 7.8%
(US GAAP adoption companies only)
Expected future salary increase 2.5%–6.0% 2.5%–6.0%
- 108 -
(For tax-effect accounting)
1. Significant components of deferred tax assets and liabilities
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Deferred tax assets:
Net operating loss carry forwards (*2) 331,457 369,145
Foreign tax credit 60,276 169,143
Impairment loss 139,079 127,248
Deferred tax credit 113,485 118,309
Research and development expenses 84,034 106,261
Accrued warranty costs 55,531 57,878
Service costs 48,128 52,382
Net defined benefit liability 64,483 47,549
Allowance for doubtful accounts 57,096 46,392
Loss for residual value risk of leased vehicles 41,644 31,797
Sales incentives 31,164 21,085
Allowance for bonus 17,275 18,454
Excess depreciation 13,664 16,759
Other 257,985 257,985
Total gross deferred tax assets 1,315,301 1,440,387
Valuation allowance for net operating loss carry forwards (*2) (267,743) (287,720)
Valuation allowance for the sum of deductible temporary differences, etc. (346,214) (395,822)
Valuation allowance (*1) (613,957) (683,542)
Total deferred tax assets 701,344 756,845
Deferred tax liabilities:
Reserves under Special Taxation Measures Law, etc. (584,693) (625,380)
Foreign subsidiaries unitary tax (26,747) (119,175)
Difference between cost of investments and their underlying
(50,672) (50,057)
net equity at fair value on land
Other (141,235) (127,060)
Total deferred tax liabilities (803,347) (921,672)
Net deferred tax assets (102,003) (164,827)
(*1) The valuation allowance increased by ¥69,585 million. This was mainly due to the Company's recognition of valuation
allowances for net operating loss carry forwards and deductible temporary differences.
(*2) The amounts of net operating loss carry forwards and corresponding deferred tax assets by due period.
Prior fiscal year (As of March 31, 2021) (Millions of yen)
Due after one Due after two Due after Due after four
Due within year but years but three years years but Due after
Total
one year within two within three but within within five five years
years years four years years
Net operating loss carry
10,010 21,385 14,503 17,509 25,296 242,754 331,457
forwards (a)
Valuation allowance (9,059) (20,328) (13,483) (15,590) (20,265) (189,018) (267,743)
Deferred tax assets (b) 951 1,057 1,020 1,919 5,031 53,736 63,714
(a) The net operating loss carry forwards represent the amounts after being multiplied by the effective statutory tax rate.
(b) Deferred tax assets of ¥63,714 million were recognized for the balance of net operating loss carry forwards of ¥331,457 million
(amount multiplied by the effective statutory tax rate). After estimating the future taxable income, the deferred tax assets relating
to net operating loss carry forwards are assessed as recoverable.
Current fiscal year (As of March 31, 2022) (Millions of yen)
Due after one Due after two Due after Due after four
Due within year but years but three years years but Due after
Total
one year within two within three but within within five five years
years years four years years
Net operating loss carry
22,448 15,261 17,413 22,961 14,237 276,825 369,145
forwards (a)
Valuation allowance (21,395) (14,233) (14,594) (19,368) (12,609) (205,521) (287,720)
Deferred tax assets (b) 1,053 1,028 2,819 3,593 1,628 71,304 81,425
(a) The net operating loss carry forwards represent the amounts after being multiplied by the effective statutory tax rate.
(b) Deferred tax assets of ¥81,425 million were recognized for the balance of net operating loss carry forwards of ¥369,145 million
(amount multiplied by the effective statutory tax rate). After estimating the future taxable income, the deferred tax assets relating
to net operating loss carry forwards are assessed as recoverable.
- 109 -
(Changes in Presentation)
“Foreign subsidiaries unitary tax” included in prior fiscal year’s deferred tax liabilities’ “Other” is presented separately due to its
increased materiality in current fiscal year. In addition, “Unrealized holding gain on securities” presented separately in prior fiscal year’s
deferred tax liabilities is included in “Other” due to its decreased materiality in current fiscal year. Prior fiscal year presentation is
reclassified to reflect these changes.
2. The reconciliation between the effective tax rates reflected in the consolidated financial statements and the effective
statutory tax rate is summarized as follows:
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Statutory tax rate of the Company Because loss before 30.6%
income taxes and
(Reconciliation)
minority interests was
・ Different tax rates applied to foreign consolidated subsidiaries (6.5%)
recorded for the prior
・ Change in valuation allowance 16.7%
fiscal year, there is no
・ Equity in gain and loss of affiliates (7.5%)
information to be
・ Foreign subsidiaries unitary tax disclosed here. 9.4%
・ Other (4.8%)
Effective tax rates after adoption of tax-effect accounting 37.9%
The Company and some of its subsidiaries have rental property in Japan (Tokyo, Kanagawa, Osaka and others) and
overseas, which is mainly used for vehicle and parts dealers.
For the fiscal year ended March 31, 2021, net income from rental property amounted to ¥5,610 million and net gain on
sales of rental property amounted to ¥323 million. For the fiscal year ended March 31, 2022, net income from rental
property amounted to ¥5,408 million and net gain on sales of rental property amounted to ¥1,833 million.
The carrying value, increase/decrease thereof and fair value of rental property are as follows.
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Carrying value
Balance at the beginning of the year 111,495 111,992
Increase/Decrease during the year 497 (2,342)
Balance at the end of the year 111,992 109,650
Fair value at the end of the year 122,524 117,322
Notes:1. The carrying value shown here is calculated by deducting the relevant accumulated depreciation and
impairment loss from the property’s acquisition cost.
2. The fair value was mainly based on real-estate appraisal value which was calculated by external real-estate
appraisers.
- 110 -
(Revenue Recognition)
1. Information about breakdown of revenue from contracts with customers
(Millions of yen)
Reportable segments
Total
Automobile Sales financing
Japan 1,407,121 38,178 1,445,299
North America 3,131,777 87,632 3,219,409
of which USA 2,602,958 913 2,603,871
Europe 1,055,764 ― 1,055,764
Asia 860,008 2,304 862,312
Other overseas countries 946,824 3,633 950,457
Revenue from contracts with customers 7,401,494 131,747 7,533,241
Revenue from the other sources 19,398 871,946 891,344
Sales to third parties 7,420,892 1,003,693 8,424,585
Note: Revenue from the other sources consists mainly of proceeds from interest, etc. based on Accounting Standards Board of Japan
(ASBJ) Statement No. 10 “Accounting Standard for Financial Instruments” and lease revenue based on ASBJ Statement No.
13 “Accounting Standard for Lease Transactions.” These include revenue recognized under International Financial Reporting
Standards (IFRS) 9 “Financial Instruments” and IFRS 16 “Leases” as well as standards for financial instruments such as
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 310 “Receivables” and ASC 842
"Leases" that are adopted by foreign subsidiaries.
2. Basic information to understand revenue from contracts with customers
For details, please refer to "1.Consolidated Financial Statements 4. Significant accounting policies (5) Reporting of significant
revenue and expenses".
3. Information to understand the amount of revenue in the current and subsequent fiscal years
(1) Contract assets and contract liabilities
(Millions of yen)
Current fiscal year
(As of March 31, 2022)
Due within one year 77,799
Due after one year
138,445
but within five years
Due after five years 9,031
Total 225,275
- 111 -
(Segments of an enterprise and related information)
Segment information
1. General information about reportable segments
The reportable segments of the Group are components for which discrete financial information is available and whose
operating results are regularly reviewed by the Executive Committee to make decision about resource allocation and
to assess their performance.
Businesses of the Group are segmented into Automobile and Sales financing based on the features of products and
services. The Automobile business includes manufacturing and sales of vehicles and parts. The Sales financing
business provides sales finance services and leasing to support the sales activities of the Automobile business.
2. Calculation method of net sales, profits or losses, assets and other items by reportable segments
In principle, the accounting method for the reportable segments is the same as basis of preparation for the consolidated
financial statements.
The segment profits are based on operating income. Inter-segment sales are based on the price in arms-lengths
transaction. The segment assets are based on total assets.
- 112 -
4. Net sales, profits or losses, assets and other items by reportable segments
- 113 -
Note 1: Consolidated financial statements by business segments
• The Sales financing segment for the summarized consolidated balance sheets, summarized consolidated
statement of income and summarized consolidated statement of cash flows consists of NISSAN
FINANCIAL SERVICES CO.,LTD.(Japan), Nissan Motor Acceptance Corporation (U.S.A.), NR
FINANCE MEXICO, S.A. de C.V. (Mexico), Dongfeng Nissan Auto Finance Co., Ltd. (China), 11 other
companies and the sales finance operations of Nissan Canada, Inc. (Canada).
• The financial data on Automobile & Eliminations represents the differences between the consolidated
figures and those for the Sales financing segment.
- 114 -
(2) Summarized consolidated statement of income by business segments
(Millions of yen)
Prior fiscal year
(From April 1, 2020 to March 31, 2021)
Automobile & Consolidated
Accounts Sales financing
Eliminations total
Net sales 6,842,548 1,020,024 7,862,572
Cost of sales 6,155,814 655,933 6,811,747
Gross profit 686,734 364,091 1,050,825
Operating income as a percentage of net sales (6.1)% 26.3% (1.9)%
Operating income (loss) (418,531) 267,880 (150,651)
Financial income / expenses, net (20,603) 326 (20,277)
Other non-operating income and expenses, net (52,445) 2,143 (50,302)
Ordinary income (loss) (491,579) 270,349 (221,230)
Income (loss) before income taxes (614,720) 275,386 (339,334)
Net income (loss) attributable to owners of parent (636,943) 188,246 (448,697)
- 115 -
Note 2: Net sales and profits or losses by region
- 116 -
Note 1: Consolidated financial statements by business segments
• The Sales financing segment for the summarized consolidated balance sheets, summarized consolidated
statement of income and summarized consolidated statement of cash flows consists of NISSAN
FINANCIAL SERVICES CO.,LTD.(Japan), Nissan Motor Acceptance Company LLC (U.S.A.), NR
FINANCE MEXICO, S.A. de C.V. (Mexico), Dongfeng Nissan Auto Finance Co., Ltd. (China), 10 other
companies and the sales finance operations of Nissan Canada, Inc. (Canada).
• The financial data on Automobile & Eliminations represents the differences between the consolidated
figures and those for the Sales financing segment.
- 117 -
(2) Summarized consolidated statement of income by business segments
(Millions of yen)
Current fiscal year
(From April 1, 2021 to March 31, 2022)
Automobile & Consolidated
Accounts Sales financing
Eliminations total
Net sales 7,392,856 1,031,729 8,424,585
Cost of sales 6,416,195 654,336 7,070,531
Gross profit 976,661 377,393 1,354,054
Operating income as a percentage of net sales (1.7)% 36.3% 2.9%
Operating income (loss) (127,517) 374,824 247,307
Financial income / expenses, net (35,729) (263) (35,992)
Other non-operating income and expenses, net 85,307 9,495 94,802
Ordinary income (loss) (77,939) 384,056 306,117
Income (loss) before income taxes (9,728) 393,938 384,210
Net income (loss) attributable to owners of parent (46,917) 262,450 215,533
- 118 -
Note 2: Net sales and profits or losses by region
- 119 -
Related information
- 120 -
Current fiscal year (From April 1, 2021 to March 31, 2022)
1. Information by product and service
This information is not provided here because it is the same as the information provided under “Segment information.”
- 121 -
Information about the impairment loss on fixed assets by reportable segments
Information about the amortization of goodwill and unamortized balance by reportable segments
- 122 -
(Information of related parties)
(*1) The disposition of the treasury stock is performed as renumeration in kind under the Restricted Stock Unit system.
The stock price for the disposition of the treasury stock is determined based on the ending stock price as of July 27, 2021 (one business day before
the resolution made by the Board Meeting for the disposition of the treasury stock) on the Tokyo Stock Exchange.
- 123 -
(Amounts per share)
(Yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Net assets per share 1,007.80 1,170.17
Notes: 1. For the prior fiscal year, the information on “Diluted earnings per share” is not presented because a net loss per share
was recorded although potential dilutive stock existed.
2. As stated in “Changes in accounting policies,” the Company adopted ASBJ Statement No. 29, “Accounting Standard for
Revenue Recognition,” and related guidelines, and applied the transitional treatment stipulated in the said standard.
This change has caused a decrease of ¥1.06 in net assets per share and an increase of ¥1.19 in basic earnings per share for
the fiscal year ended March 31, 2022.
3. The basis for calculation of the basic earnings (loss) per share and the diluted earnings per share is as follows.
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Basic earnings (loss) per share:
Net income (loss) attributable to owners of parent (Millions of
(448,697) 215,533
yen)
Net income (loss) attributable to owners of parent relating to
(448,697) 215,533
common stock (Millions of yen)
Average number of shares of common stock during the fiscal
3,912,895 3,914,068
year (Thousands of shares)
Diluted earnings per share:
Increase in shares of common stock (Thousands of shares) ― ―
4. The basis for calculation of the net assets per share is as follows.
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Total net assets (Millions of yen) 4,339,826 5,029,584
Amounts deducted from total net assets (Millions of yen) 395,233 448,983
- 124 -
⑤ Consolidated supplemental schedules
Schedule of bonds payable
Balance at the
Balance at the end
beginning of current Interest rate
Company Description Date of Issuance of current fiscal year Collateral Maturity
fiscal year (%)
(Millions of yen)
(Millions of yen)
*1 58th unsecured bonds April 25, 2014 20,000 20,000 0.779 None March 19, 2024
60th unsecured bonds (25,000)
*1 April 15, 2016 25,000 0.22 None March 20, 2023
(Note 2) 25,000
*1 61st unsecured bonds April 15, 2016 20,000 20,000 0.33 None March 19, 2026
EUR denominated Euribor December 6,
*1
bonds
December 6, 2019 18,048 ― 3M+0.55
None
2021
December 20,
*1 63rd unsecured bonds July 22, 2020 29,000 ― 1.0 None
2021
*1 64th unsecured bonds July 22, 2020 30,000 30,000 1.4 None June 20, 2023
*1 65th unsecured bonds July 22, 2020 11,000 11,000 1.9 None June 20, 2025
259,600 273,400
EUR denominated 1.940 –
*1 September 17, 2020 [EUR 2,000,000 [EUR 2,000,000 None 2023 - 2028
bonds 3.201
thousand] thousand]
879,791 958,047
USD denominated 3.043 –
*1 September 17, 2020 [$ 8,000,000 [$ 8,000,000 None 2023 - 2030
bonds 4.810
thousand] thousand]
(313,916)
[$ 2,564,888
841,227
Bonds issued by thousand] 0.89 –
*3 2017 - 2021 [$ 7,598,487 None 2022 - 2028
subsidiaries (Note 2) 874,900 3.88
thousand]
[$ 7,148,466
thousand]
(15,400)
[MXN 2,500,000
13,450
Bonds issued by thousand] 4.83 – November 11,
*3 November 15, 2019 [MXN 2,500,000 None
subsidiaries (Note 2) 15,400 6.79 2022
thousand]
[MXN 2,500,000
thousand]
87,780 97,900
Bonds issued by 1.626 –
*3 2021 [CAD 1,000,000 [CAD 1,000,000 None 2024 - 2025
subsidiaries 2.103
thousand] thousand]
(72,144)
[CNY 3,998,685
166,617
Bonds issued by thousand] 3.09 –
*3 2019 - 2021 [CNY 10,492,252 None 2022 - 2024
subsidiaries (Note 2) 189,149 3.72
thousand]
[CNY 10,490,802
thousand]
(471,460)
Total (Note 2) ― 2,561,513 ― ―
2,734,796
Notes: 1. *1 The Company *2 Domestic subsidiaries *3 Foreign subsidiaries
2. The amounts in parentheses presented under “Balance at the end of current fiscal year” represent the amounts scheduled
to be redeemed within one year.
3. The redemption schedule of bonds for 5 years subsequent to March 31, 2022 is summarized as follows:
(Millions of yen)
Due after one year but Due after two years Due after three years Due after four years
Due within one year
within two years but within three years but within four years but within five years
471,460 534,446 214,178 481,645 202,364
- 125 -
Schedule of borrowings
(Millions of yen)
Balance at the
Balance at the Average
beginning of
Category end of current interest rate Maturity
current fiscal
fiscal year (%)
year
Short-term borrowings 1,016,504 541,645 3.18 ―
Notes: 1. The average interest rate represents the weighted-average rate applicable to the year-end balance.
2. IFRS 16, “Leases” (January 13, 2016) and ASU 2016-02 “Leases” (February 25, 2016) have been adopted at foreign
subsidiaries and liabilities corresponding to the right-of-use assets which was recognized in line with this adaption were
included in Current portion of lease obligations and Lease obligations (excluding current portion) balance.
3. The following table shows the aggregate annual maturities of long-term borrowings (excluding the current portion),
nonrecourse long-term borrowings (excluding the current portion) and lease obligations (excluding the current portion)
for 5 years subsequent to March 31, 2022.
(Millions of yen)
Due after one year but Due after two years Due after three years Due after four years
within two years but within three years but within four years but within five years
Long-term borrowings 443,265 227,224 466,130 95,702
Nonrecourse long-term
389,291 115,417 37,388 337
borrowings
Lease obligations 30,910 12,928 11,199 9,316
The schedule of asset retirement obligations is not provided because the amounts of asset retirement obligations at the
beginning and the end of the fiscal year ended March 31, 2022 were one hundredth (1%) or less of the amounts of total
liabilities and net assets at the beginning and the end of the fiscal year ended March 31, 2022.
- 126 -
(2) Other
Quarterly financial information for the fiscal year ended March 31, 2022
(Millions of yen)
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Cumulative period (Three months ended (Six months ended (Nine months ended (Fiscal year ended
June 30, 2021) September 30, 2021) December 31, 2021) March 31, 2022)
(Millions
Net sales 2,008,247 3,946,997 6,154,031 8,424,585
of yen)
Income before income (Millions
170,539 261,383 327,298 384,210
taxes of yen)
Net income attributable (Millions
114,531 168,646 201,335 215,533
to owners of parent of yen)
Basic earnings per
(Yen) 29.26 43.09 51.44 55.07
share
- 127 -
2. Non-Consolidated Financial Statements
- 128 -
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Liabilities
Current liabilities
Electronically recorded obligations - operating ※1 292,986 ※1 237,548
Trade accounts payable ※1 471,394 ※1 411,590
Short-term borrowings ※1 746,334 ※1 355,528
Current portion of long-term borrowings 121,990 95,000
Commercial papers ― 86,000
Current portion of bonds 47,048 25,000
Lease obligations ※1 26,122 ※1 31,233
Accounts payable-other ※1 29,299 ※1 35,137
Accrued expenses ※1 281,038 ※1 317,740
Income taxes payable 385 2,757
Contract liabilities ― 6,778
Advances received 28,052 23,285
Deposits received ※1 66,462 ※1 62,569
Accrued warranty costs 17,894 19,768
Other ※1 12,297 ※1 6,615
Total current liabilities 2,141,304 1,716,554
Long-term liabilities
Bonds 1,245,391 1,312,447
Long-term borrowings 141,990 88,000
Long-term borrowings from subsidiaries and affiliates 58,410 20,505
Lease obligations ※1 23,210 ※1 36,000
Accrued warranty costs 29,750 34,396
Accrued retirement benefits 75,579 58,312
Provision for loss on business of subsidiaries and
10,600 555
affiliates
Other ※1 11,986 ※1 10,526
Total long-term liabilities 1,596,920 1,560,743
Total liabilities 3,738,224 3,277,298
- 129 -
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Net assets
Shareholders' equity
Common stock 605,813 605,813
Capital surplus
Legal capital surplus 804,470 804,470
Other capital surplus 184 ―
Total capital surplus 804,654 804,470
Retained earnings
Legal reserve 53,838 53,838
Other retained earnings
Reserve for reduction of replacement cost of
53,815 53,615
specified properties
Reserve for special depreciation 7 5
Unappropriated retained earnings 415,207 300,676
Total retained earnings 522,869 408,136
Treasury stock (28,756) (27,539)
Total shareholders' equity 1,904,581 1,790,880
Valuation, translation adjustments and others
Unrealized holding gain and loss on securities 62,771 2,989
Unrealized gain and loss from hedging instruments (30) 3,490
Total valuation, translation adjustments and others 62,741 6,479
Total net assets 1,967,322 1,797,360
Total liabilities and net assets 5,705,547 5,074,658
- 130 -
② Non-consolidated statement of income
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Net sales ※1 2,489,676 ※1 2,409,348
Cost of sales ※1 2,431,651 ※1 2,393,792
Gross profit 58,025 15,555
Selling, general and administrative expenses ※1,※2 321,754 ※1,※2 360,791
Operating loss (263,729) (345,235)
Non-operating income
Interest income ※1 10,711 ※1 20,274
Dividends income ※1 386,760 ※1 162,012
Guarantee commission received ※1 18,336 ※1 16,421
Derivative gain 5,463 33,410
Reversal of allowance for doubtful accounts 601 4,235
Reversal of provision for loss on business of
985 ―
subsidiaries and affiliates
Other ※1 1,681 ※1 2,015
Total non-operating income 424,539 238,369
Non-operating expenses
Interest expense ※1 35,780 ※1 51,258
Exchange loss 3,845 36,507
Provision for doubtful accounts 15,725 1,795
Other ※1 6,423 ※1 12,020
Total non-operating expenses 61,775 101,580
Ordinary income(loss) 99,034 (208,445)
Special gains
Gain on sales of fixed assets 481 17,460
Gain on sales of shares of subsidiaries and affiliates ― 501
Gain on sales of investment securities 98 78,083
Insurance income 320 ―
Other ― 10,183
Total special gains 901 106,228
Special losses
Loss on sales of fixed assets 59 452
Loss on disposal of fixed assets 7,611 8,809
Impairment loss 942 1,027
Loss on valuation of shares of subsidiaries and
119,475 28,488
affiliates
Loss on sales of shares of subsidiaries and affiliates 10,518 1,952
Provision for loss on business of subsidiaries and
10,600 ―
affiliates
Provision of allowance for doubtful accounts of
― 22,318
subsidiaries and affiliates
Other 3,065 6,833
Total special losses 152,274 69,882
Loss before income taxes (52,338) (172,099)
Income taxes-current 10,730 4,632
Income taxes-deferred 9,560 (62,344)
Total income taxes 20,290 (57,711)
Net loss (72,629) (114,387)
- 131 -
③ Non-consolidated statement of changes in net assets
Prior fiscal year (From April 1, 2020 to March 31, 2021) (Millions of yen)
Shareholders' equity
Capital surplus Retained earnings
Other retained earnings
Reserve for
Common Total
Legal capital Other capital Total capital Legal reduction of Reserve for Unappropriated
stock retained
surplus surplus surplus reserve replacement cost special retained
earnings
of specified depreciation earnings
properties
Balance at the beginning of
605,813 804,470 184 804,654 53,838 54,079 10 487,569 595,498
current period
Changes of items during the
period
- 132 -
Current fiscal year (From April 1, 2021 to March 31, 2022) (Millions of yen)
Shareholders' equity
Capital surplus Retained earnings
Other retained earnings
Reserve for
Common Total
Legal capital Other capital Total capital Legal reduction of Reserve for Unappropriated
stock retained
surplus surplus surplus reserve replacement cost special retained
earnings
of specified depreciation earnings
properties
- 133 -
[Notes to Non-consolidated Financial Statements]
(Significant accounting policies)
1. Valuation methods for securities
(1) Held-to-maturity securities
Held-to-maturity securities are stated at amortized cost (straight-line method).
(2) Equity securities issued by subsidiaries and affiliates
Equity securities issued by subsidiaries and affiliates are carried at cost determined by the moving average method.
(3) Other securities
①Marketable securities:
Marketable securities classified as other securities are carried at fair value with any changes in unrealized
holding gain or loss, net of the applicable income taxes, directly included in net assets. Cost of securities sold
is calculated by the moving average method.
②Non-marketable securities:
Non-marketable securities classified as other securities are carried at cost determined by the moving average
method.
Investments in limited liability partnerships and similar investments, defined as securities by Article 2, Section
2 of the Financial Instruments and Exchange Act, are recognized at the net amount corresponding to the
owning portion under the equity method based on the latest available financial statements of the partnerships.
2. Valuation methods for derivative financial instruments
Derivative financial instruments are carried at fair value.
3. Valuation methods for inventories
Inventories are stated at cost determined by the first-in and first-out method. (Cost of inventories is written-down
when their carrying amounts become unrecoverable.)
4. Depreciation and amortization of fixed assets
(1) Property, plant and equipment
Depreciation of property, plant and equipment is calculated by the straight-line method based on the estimated
useful lives and the estimated residual value determined by the Company.
(2) Intangible fixed assets
Amortization of intangible fixed assets is calculated by the straight-line method.
Amortization of software for internal use is calculated by the straight-line method over the estimated useful life
(5 years).
(3) Leased assets
Depreciation of leased assets is calculated by the straight-line method based on either the estimated useful lives
or the lease terms and the estimated residual value determined by the Company.
5. Foreign currency translation
Receivables and payables denominated in foreign currencies are translated into yen at the rates of exchange in effect
at the balance sheet date, and differences arising from the translation are recognized as gain or loss.
6. Basis for reserves
(1) Allowance for doubtful accounts
Allowance for doubtful accounts is provided based on past experience for normal receivables and on an estimate
of the collectability of receivables from companies in financial difficulty.
(2) Accrued warranty costs
Accrued warranty costs are provided to cover the cost of all services anticipated to be incurred during the entire
warranty period in accordance with the warranty contracts and based on past experience.
(3) Accrued retirement benefits
Accrued retirement benefits or prepaid pension costs are recorded at an amount calculated based on the retirement
benefit obligation and the fair value of the pension plan assets at the end of the current fiscal year.
For calculating the retirement benefit obligation, the benefit formula basis has been adopted for attributing
projected benefits to periods.
Past service cost is being amortized as incurred by the straight-line method over periods which are shorter than
the average remaining years of service of the eligible employees.
Actuarial gain and loss are amortized from the year following the year in which the gain and loss are recognized
by the straight-line method over periods which are shorter than the average remaining years of service of the
eligible employees.
(4) Provision for loss on business of subsidiaries and affiliates
Provision for loss on business of subsidiaries and affiliates is recorded in consideration of the financial condition
of affiliated companies.
- 134 -
7. Reporting of significant revenues and expenses
The Company's revenues are primarily from the sale of vehicles and parts. In addition, the Company recognizes royalty
income from trademarks and technical know-how licensed to others for the manufacture and sale of products.
The Company generally recognizes revenue from the sale of vehicles and parts when the products are delivered based
on terms agreed upon in contracts with customers. This is when legal title and the risk and rewards of ownership are
transferred allowing the customer to dispose of the goods and the Company to request payment from the customer
and is deemed to be the point at which control of the goods is transferred to the customer.
For domestic sales, vehicle sales are recognized when the vehicles are delivered to the destination agreed between the
customers. Parts sales are recognized when the parts are shipped from the Company based on the application of
alternative treatment allowed under paragraph 98 of the Implementation Guidance on Accounting Standard for
Revenue Recognition.
The Company provides incentives primarily to dealers calculated based on the total number of vehicles sold or the
number of specific models sold by dealers during a specified period. The Company accrues these incentives as revenue
reductions upon the sale of a vehicle using the most likely amount method.
For export sales, revenues are primarily recognized when goods are loaded on the vessel.
Royalty income is primarily recognized based on the amount of the licensee’s (majorly Company’s subsidiaries and
affiliates) revenue and at the time their revenue is recognized.
Revenue is measured based on the transaction price specified in contracts with customers, excluding the amounts
collected on behalf of third parties such as tax authorities.
Payments for products received from customers are collected in accordance with the terms and conditions of the
relevant sales agreements and the amount of financing component included in the payment is not material.
In addition, product sales contracts with customers include warranty clauses to cover free replacement or repair needed
to correct defects in materials or workmanship of all parts and components and the Group recognizes provisions for
product warranties to meet these guarantees. The provision is stated in the notes Significant Accounting Policies 6.
Basis for reserves (2) Accrued warranty costs.
8. Hedge accounting
(1) Hedge accounting
In principle, deferred hedge accounting is applied for derivative instruments.
If qualifies for specific conditions under J-GAAP, the following exceptional hedge treatments can be applied.
ꞏ Hedged items for foreign currency denominated transactions can be booked directly using the forward contract
rate, except for accounts receivables to which deferred hedge accounting is applied.
ꞏ For interest rate swap, if interest paid or received can be netted against the interest of underlying hedged interest
bearing debt, there is no need for fair value evaluation.
(2) Hedging instruments and hedged items
ꞏ Hedging instruments.....Derivative transactions
ꞏ Hedged items................Mainly receivables and payables denominated in foreign currencies and others
(3) Hedging policy
Based on the internal risk management rules and authority regarding derivative transactions, expected risks such
as fluctuations in foreign exchange and interest rate are hedged within certain extent.
(4) Assessment of hedge effectiveness
The assessment of hedge effectiveness is omitted when the terms of hedged items are substantially same as those
of hedging instruments.
9. Other significant accounting policies
(1) Accounting for retirement benefit
The accounting methods of unrecognized actuarial gain and loss and unrecognized past service cost are different
from those of the consolidated financial statements.
(2) Adoption of consolidated taxation system
The Company adopts the consolidated taxation system.
(3) Adoption of tax effect accounting for the transition from the consolidated taxation system to the group tax sharing
system
The Company has been adopted “Practical Solution on the Treatment of Tax Effect Accounting for the Transition
from the Consolidated Taxation System to the Group Tax Sharing System” (PITF No. 39, March 31, 2020) and
deferred tax assets and liabilities are based on tax law provisions in place prior to the revision prescribing transition
from the consolidated taxation system to the group tax sharing system (Act No. 8 of 2020).
- 135 -
(Significant accounting estimates)
1. Impairment loss on fixed assets
(1) Amount recorded in the Non-consolidated financial statements for the current fiscal year
For the idol assets and the assets determined to be disposed, impairment loss of ¥1,027 million was recorded in the
Non-consolidated statement of income for the current fiscal year.
(2) Details of significant accounting estimates related to the identified items
Specific estimates are referred to the description provided in the section of 1. Impairment loss on fixed assets under
“Significant accounting estimates” of the consolidated Financial Statements. Of fixed assets, property, plant and
equipment and intangible fixed assets recorded in the Non-consolidated Financial Statements for the current fiscal
year is ¥831,989 million. As a result of determining whether to recognize impairment, the Company judged that
recognition of additional impairment losses on business-use assets is unnecessary.
2. Deferred tax assets
(1) Amount recorded in the Non-consolidated financial statements for the current fiscal year (Ending balance)
The net amount of deferred tax assets in the Non-consolidated balance sheet for the current fiscal year is ¥134,012
million. The amounts of deferred tax assets and valuation allowances before offsetting are stated in the notes (For tax-
effect accounting).
(2) Details of significant accounting estimates related to the identified items
Specific estimates are referred to the description provided in the section of 2. Deferred tax assets under “Significant
accounting estimates” of the Consolidated Financial Statements.
3. Expenses for market measures including recalls
(1) Amount recorded in the Non-consolidated financial statements for the current fiscal year
The amount of service costs recorded in the Non-consolidated statements of income for the current fiscal year is
¥36,674 million.
(2) Details of significant accounting estimates related to the identified items
Specific estimates are referred to the description provided in the section of 5. Expenses for market measures including
recalls under “Significant accounting estimates” of the Consolidated Financial Statements.
- 136 -
(Changes in accounting policies)
(1) Accounting Standards Board of Japan (ASBJ) Statement No. 29 “Accounting Standard for Revenue Recognition”
“Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29, March 31, 2020. Hereinafter the “Revenue
Recognition Standard”) and related guidelines have been adopted from the beginning of the fiscal year ended March 31,
2022. In line with this adoption, revenue is recognized upon the transfer of control of the promised goods or services to
customers in an amount that reflects the consideration to which they expect to be entitled in exchange for those goods or
services.
In adopting the Revenue Recognition Standard, in accordance with the transitional treatment set forth in the proviso of
Article 84 of the Revenue Recognition Standard, the cumulative impact of retrospective application of the standards prior
to the beginning of the fiscal year was added to or subtracted from retained earnings at the beginning of the current fiscal
year ended March 31, 2022. However, no impact was recognized to the beginning balance due to this transition.
Further, there is no effects on per share information.
As a result of the adoption of the Revenue Recognition Standard, of the amounts presented as “Advance received” in the
prior fiscal year, the amount derived from contract with customers are presented as “Contract liabilities” in the current
fiscal year.
In accordance with the transitional treatment set forth in Paragraph 89-2 of the Revenue Recognition Standard, financial
statements for past periods have not been reclassified using the new presentation method. Also, footnotes about the
(Revenue Recognition) for the prior fiscal year has not been presented in accordance with the transitional treatment set
forth in Paragraph 89-3 of the Revenue Recognition Standard.
(2) Accounting Standards Board of Japan (ASBJ) Statement No. 30 “Accounting Standard for Fair Value Measurement”
“Accounting Standard for Fair Value Measurement” (ASBJ Statement No. 30, July 4, 2019) and other standards have
been adopted from the beginning of the fiscal year ended March 31, 2022, and in accordance with the transitional treatment
set forth in Article 19 of “Accounting Standard for Fair Value Measurement” and Article 44-2 of “Accounting Standard
for Financial Instruments” (ASBJ Statement No. 10, July 4, 2019), the Company will continue to apply new accounting
policies prescribed by “Accounting Standard for Fair Value Measurement” and other standards into the future. The impacts
of this adoption on the Non-consolidated financial statements are nil.
(Changes in presentation)
Not applicable.
(Additional information)
(1) Litigation for damages related to vehicle distribution agreement dispute
On July 4, 2019, Al Dahana filed a lawsuit against the Company, its consolidated subsidiary, Nissan Middle East FZE
and its equity-method affiliate, Nissan Gulf FZCO, in the Dubai Court of First Instance in relation to a vehicle
distribution agreement dispute. On September 29, 2021, the Dubai Court of First Instance ruled that the Company and
Nissan Middle East FZE must pay AED 1,159,777,806.50 plus interest.
Although the Company maintains that it has fully complied with its contractual obligations and had filed an appeal
against this court judgment, the Company had recorded the amount of judgment plus interest totaling ¥38,758 million
under “Selling, general and administrative expenses” considering the ruling at the time of this court judgment.
On June 8, 2022, the Dubai Court of Appeal reversed the judgment of the Dubai Court of First Instance. Al Dahana
may file a further appeal to the Dubai Court of Cassation to challenge this decision, and the Company will challenge
any appeal to the Dubai Court of Cassation. Considering the ongoing dispute, the above accounting treatment has not
been changed.
(2) The impact of the geopolitical issues surrounding Russia and Ukraine
The Company assumes that the impact of the geopolitical issues surrounding Russia and Ukraine will continue for a
certain period of time. Based on our best estimate, the Company recorded the expenses related to Russia and Ukraine
businesses mainly in Provision of allowance for doubtful accounts of subsidiaries and affiliates for the fiscal year
ended March 31, 2022.
However, there are many uncertainties over the impact of the geopolitical issues surrounding Russia and Ukraine,
which may have a material impact on the Company’s financial position and operating results for the fiscal year ended
March 31, 2023 and thereafter.
- 137 -
(For non-consolidated balance sheets)
1 ※1 Monetary receivables from and payables to subsidiaries and affiliates (except for separately disclosed)
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2021) (As of March 31, 2022)
Short-term monetary receivables 337,982 322,581
Short-term monetary payables 833,038 684,796
Long-term monetary payables 8,727 7,899
(1) Guarantees
(Millions of yen)
Balance of
Guarantees liabilities Description of liabilities guaranteed
guaranteed
NISSAN MOTOR MANUFACTURING
95,950 Guarantees for loans to invest in plant facilities
(UK) LIMITED
Nissan Canada, Inc. 40,000 Guarantees for loans for sales financing
Nissan (South Africa) Proprietary Limited 363 Guarantees for loans for working capital
Employees * 18,034 Guarantees for employees’ housing loans
*Allowance for doubtful accounts is provided
Total 154,347 based on past experience.
(Millions of yen)
Balance of
Guarantees commitments to Description of liabilities guaranteed
provide guarantees
Hibikinada Development Co., Ltd. 15 Commitments to provide guarantees for loans
- 138 -
Current fiscal year (As of March 31, 2022)
(1) Guarantees
(Millions of yen)
Balance of
Guarantees liabilities Description of liabilities guaranteed
guaranteed
Nissan Motor Acceptance Company LLC 150,000 Guarantees for loans for sales financing
NISSAN MOTOR MANUFACTURING
100,926 Guarantees for loans to invest in plant facilities
(UK) LIMITED
Nissan Canada, Inc. 40,000 Guarantees for loans for sales financing
Nissan (South Africa) Proprietary Limited 190 Guarantees for loans for working capital
Employees * 14,853 Guarantees for employees’ housing loans
*Allowance for doubtful accounts is provided
Total 305,970 based on past experience.
(Millions of yen)
Balance of
Guarantees commitments to Description of liabilities guaranteed
provide guarantees
Hibikinada Development Co., Ltd. 6 Commitments to provide guarantees for loans
3 Contingent liabilities
- 139 -
(For non-consolidated statement of income)
2 ※2 Major components of selling, general and administrative expenses are as follows. (Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2020 (From April 1, 2021
to March 31, 2021) to March 31, 2022)
Service costs 60,136 52,803
Provision for accrued warranty costs 12,380 23,596
Other selling expenses 36,148 33,346
Salaries and wages 85,336 82,231
Retirement benefit expenses 3,034 (3,798)
Outsourcing expenses 36,433 38,276
Depreciation and amortization 23,196 24,952
Provision for doubtful accounts (256) (88)
Vehicle distribution agreement related
― 38,758
dispute expense
Selling expenses account for approximately 40% of the selling, general and administrative expenses in the current fiscal year,
which is almost unchanged from the prior fiscal year.
- 140 -
(For securities)
Note: The amounts of investments in subsidiaries and affiliates recorded in the non-consolidated balance sheets for which it is
deemed difficult to measure the fair value.
(Millions of yen)
Prior fiscal year
(As of March 31, 2021)
① Subsidiaries’ shares 1,905,191
② Affiliates’ shares 19,967
These shares are not included in above “Investments in subsidiaries and affiliates” because they do not have a market
value and their fair value is not easily determinable.
Note: The amount of shares in the non-consolidated balance sheets not included in above because they do not have a market
value.
(Millions of yen)
Current fiscal year
(As of March 31, 2022)
① Subsidiaries’ shares 1,871,912
② Affiliates’ shares 22,562
- 141 -
(For tax-effect accounting)
(Changes in Presentation)
“Allowance for doubtful accounts” included in prior fiscal year’s deferred tax assets’ “Other” is presented separately due to its increased
materiality in current fiscal year. In addition, “Unrealized holding gain on securities” presented separately in prior fiscal year’s deferred
tax liabilities is included in “Other” due to its decreased materiality in current fiscal year. Prior fiscal year presentation is reclassified to
reflect these changes.
2. The reconciliation between the effective tax rates reflected in the non-consolidated financial statements and the effective statutory tax
rate is summarized as follows:
This information is not provided due to the recording of a loss before income taxes for the prior fiscal year and the current fiscal year.
(Revenue recognition)
For basic information to understand revenue recognition, refer to Notes to Non-Consolidated Financial Statements, Significant
Accounting Policies 7. Reporting of significant revenues and expenses .
Not applicable.
- 142 -
④ Non-consolidated supplemental schedules
Construction in
progress 57,189 43,306 64,362 ― 36,133 ―
(3) Other
Not applicable.
- 143 -
6. Information on Transfer and Repurchase of the Company’s Stock
General meeting of
June
shareholders
Special benefits to
None
shareholders
Note: According to the Company’s Articles of Incorporation where the rights of shareholders holding stocks of less than
a standard unit are prescribed, the holder of stocks of less than a standard unit shall not be entitled to exercise the
rights of shareholders in connection with such below-unit shares other than those rights listed below:
(1) The rights stipulated in each item of Article 189, Paragraph 2, of the Companies Act;
(2) The right to make a claim in accordance with Article 166, Paragraph 1, of the Companies Act; and
(3) The right to subscribe for new shares or new share subscription rights in proportion to the number of the
shares owned by said shareholder.
.
- 144 -
7. Reference Information on the Company
1. Information on the parent company or equivalent of the Company
The Company has no parent company or equivalent as prescribed in Article 24-7, Paragraph 1 of the Financial Instruments and
Exchange Act.
2. Other reference information
The Company filed the following documents between the beginning of the fiscal year ended March 31, 2022 and the date when this
Securities Report (Yukashoken-Hokokusho) was filed.
Securities Report and
(1) Fiscal Year From April 1, 2020 Submitted to the director of the Kanto Local
Accompanying Documents
(the 122nd) To March 31, 2021 Finance Bureau on June 29, 2021.
and Confirmation Note
Fiscal Year From April 1, 2020 Submitted to the director of the Kanto Local
(2) Internal Control Report
(the 122nd) To March 31, 2021 Finance Bureau on June 29, 2021.
Quarterly (The 1st quarter From April 1, 2021 Submitted to the director of the Kanto Local
(3) Securities Reports and of 123rd period) To June 30, 2021 Finance Bureau on July 30, 2021.
Confirmation Notes
(The 2nd quarter From July 1, 2021 Submitted to the director of the Kanto Local
of 123rd period) To September 30, 2021 Finance Bureau on November 11, 2021.
(The 3rd quarter From October 1, 2021 Submitted to the director of the Kanto Local
of 123rd period) To December 31, 2021 Finance Bureau on February 10, 2022.
(4) Extraordinary Reports
An extraordinary report according to the provision of Article 24-5, Paragraph 4, Submitted to the director of the Kanto Local
of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Finance Bureau on June 29, 2022.
Item 9-2 (Matters that require a resolution of a general meeting of shareholders),
of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.
(5) Shelf Registration Statement Submitted to the director of the Kanto Local
(Shares) and Accompanying Finance Bureau on June 29, 2022.
Documents
FY2020 RSUs
Shelf Registration Statement Submitted to the director of the Kanto Local
(Shares) and Accompanying Finance Bureau on June 23, 2021.
Documents
FY2021 RSUs
Shelf Registration Statement Submitted to the director of the Kanto Local
(Shares) and Accompanying Finance Bureau on June 29, 2022.
Documents
FY2022 RSUs
Shelf Registration Statement Submitted to the director of the Kanto Local
(Bonds) and Accompanying Finance Bureau on May 13, 2022.
Documents
(6) Shelf Registration Submitted to the director of the Kanto Local
Supplements (Shares) and Finance Bureau on August 2, 2021.
Accompanying Documents
(7) Amended Shelf Registration Submitted to the director of the Kanto Local
Statements (Shares) Finance Bureau on May 12, 2021, June 23,
2021, and June 29, 2022.
Amended Shelf Registration Submitted to the director of the Kanto Local
Statements (Bonds) Finance Bureau on June 29, 2022.
- 145 -
Part II Information on Guarantors for the Company
Not applicable
- 146 -
(For Translation Purposes Only)
Independent Auditor’s Report
June 29, 2022
Opinion
Pursuant to Article 193-2, Section 1 of the Financial Instruments and Exchange Act of Japan, we have audited the
accompanying consolidated financial statements of Nissan Motor Co., Ltd. and its consolidated subsidiaries (the
“Group”) included in “Financial Information” for the fiscal year from April 1, 2021 to March 31, 2022, which
comprise the consolidated balance sheet, the consolidated statements of income, comprehensive income, changes
in net assets, and cash flows, significant accounting policies, other related notes, and the consolidated supplemental
schedules.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at March 31, 2022, and its consolidated financial performance and
its consolidated cash flows for the year then ended in accordance with accounting principles generally accepted in
Japan.
- 147 -
Appropriateness of judgement of whether impairment loss recognition is necessary for fixed assets of automobile
business
The Company records 4,365,953 million yen of Primary procedures we performed to address this key
“Property, plant and equipment” and 119,187 million audit matter included the following.
yen of “Intangible fixed assets” in the consolidated
- We compared the period of estimated future cash
balance sheet as of March 31, 2022. These include
flows against the economical useful lives of
balances from both automobile business and sales
primary assets.
finance business. As described in “(For consolidated
statement of income) 6 ※ 6 Impairment loss”, the - We assessed the consistency between future cash
Company recognized impairment loss (11,580 million flows and the business plan approved by
yen) for a portion of the asset group of Europe region in Management meeting.
the current fiscal year. As a result, business-use assets - We performed a look back analysis on the business
related to automobile business was 2,452,478 million plan from prior periods against actual results as a
yen as of the current fiscal year end, which accounts for risk assessment procedure of how the Company’s
15.0% of total assets. estimation process of business plan will impact the
As described in “(Significant accounting estimates) 1. estimated future cash flow.
Impairment loss on fixed assets”, the Company groups - In relation to market share conditions, profit
assets based on business segments (automobile and margins and market growth rates, which are key
sales financing) and regional classification which are assumptions used in the estimated future cash
mutually complementary with each other and consider flows, we discussed with management and
if there are impairment indicators based on these understood the applied assumptions. In relation to
classifications. market share conditions and profit margins, we
The automotive industry saw an adverse impact from compared them against past results and expected
semiconductor shortage and increased raw material market share conditions and profit margins which
prices, and as of the current fiscal year end, a portion of reflect the future plans of new model launches in
the automobile business asset group in which the business plan. For market growth rates, we
impairment was not recognized was considered to have compared them against actual sales results by
indication of impairment due to recording consecutive region in the automotive market and available
operating losses. However, impairment was not external data which include automotive market
recognized for these asset groups since the sum of total demand forecasts.
undiscounted future cash flows exceeded the book value - In relation to net realizable value of land and other
of assets. assets, we compared the Company’s estimate
against market price and other available external
data.
- We performed sensitivity analysis of estimated
future cash flows in order to assess the impact on
impairment recognition.
- We recalculated the estimate using the Company’s
model.
- 148 -
Estimated future cash flows are used to determine
recognition of impairment, which is based on the
Company’s business plan that has been approved by the
Management meeting. Fluctuation in market share
conditions, profit margins and market growth rates will
significantly impact the estimated future cash flows,
therefore, these are considered as key assumptions in
the accounting estimate. Company considered the
impact of changes in future business environment and
market conditions such as increase in COVID-19 cases,
semiconductor shortage, and geopolitical issues
surrounding Russia and Ukraine.
Net realizable value of land and other assets at the time
of the end of economical useful lives of primary assets
are estimated based on real estate appraisal value and
other index which appropriately reflect the market
value.
A high degree of auditor judgement is required to
evaluate the Company’s key assumptions used in the
estimation of future cash flows as it involves uncertainty
and significant management judgement.
In addition, if recognition of impairment of fixed assets
is necessary, it may significantly impact the Company’s
consolidated financial statements.
As such, we identified “Appropriateness of judgement
of whether impairment loss recognition is necessary for
fixed assets of automobile business” as a key audit
matter.
The Company records 156,553 million yen of “Deferred Primary procedures we performed to address this key
tax assets” (net after offsetting deferred tax liabilities) audit matter included the following.
in the consolidated balance sheet as of March 31, 2022.
- We involved tax specialists to assess the balance of
temporary tax differences and losses carried
forward including scheduling.
- 149 -
As described in “(Significant accounting estimates) 2. - We performed a look back analysis on the business
Deferred tax assets”, the Company assesses the plan from prior periods against actual results as a
recoverability of deferred tax assets of future deductible risk assessment procedure of how the Company’s
temporary differences and losses carried forward, by estimation process of business plan will impact the
taking into account the reversal of future taxable estimated future taxable income.
temporary differences and feasible tax planning
- In relation to demand forecasts, market share
strategies and by reasonably estimating future taxable
conditions and profit margins, which are key
income.
assumptions used in the business plan of next fiscal
The deferred tax assets recorded in the consolidated year, we discussed with management and
balance sheet (156,553 million yen) include 134,012 understood the applied assumptions, compared
million yen recorded by Nissan Motor Co., Ltd. in the them against past results. For demand forecasts and
non-consolidated financial statements. As described in market share conditions, we compared them
“2. Non-Consolidated Financial Statements (For tax- against available external data which include
effect accounting)”, deferred tax assets balance before automotive market total demand forecasts.
offsetting deferred tax liabilities of Nissan Motor Co.,
- In relation to permanent and temporary differences
Ltd. was 168,972 million yen.
that are expected to incur next fiscal year which
Estimated future taxable income of Nissan Motor Co., were considered when estimating the future taxable
Ltd. is based on the business plan of the next fiscal year income, we discussed with management about the
that has been approved by the Management meeting. nature and compared them against past results.
The business plan includes not only domestic sales but
- We performed sensitivity analysis of estimated
sales to overseas subsidiaries and affiliates, and
future taxable income in order to assess the impact
fluctuation in demand forecasts, market share
on recoverability of deferred tax assets.
conditions and profit margins will significantly impact
the estimated future taxable income, therefore, these are - We recalculated the estimate using the Company’s
considered as key assumptions in the accounting model.
estimate. In addition, the estimated future taxable
income is impacted by permanent and temporary
differences that are expected to incur next fiscal year.
- 150 -
Valuation of expense for recalls and other market measures
As described in “(Significant accounting estimates) 5. Primary procedures we performed to address this key
Expenses for market measures such as recalls”, the audit matter included the following.
Company records 72,184 million yen of “Service costs”
- We performed a look back analysis on the estimates
in the consolidated statement of income of the current
used in prior periods against actual results as a risk
fiscal year.
assessment procedure of the market measure
Automobile manufacturers are responsible for filing estimate process.
recall and other market measures to authorities and to
- We inquired related departments and inspected
collect and repair vehicles which do not meet safety and
meeting minutes to assess the completeness of
environmental standards due to defect of the company’s
market measure items and to understand the key
design and manufacturing process.
assumptions included in the estimated expense.
The Company and its subsidiaries record amount of
- We evaluated the consistency between number of
estimated expense as “Accrued expense” when market
applicable vehicles in the market used in the
measures based on notifications to government
estimate with available data such as the Company’s
authorities are deemed to be necessary, which is apart
sales data, filed documents to authorities and
from warranty costs.
published press release.
A large-scale recall may significantly impact the
- In relation to expected implementation rate of
Company’s consolidated financial statements.
market measures which is a key assumption and
Estimated market measure expense is composed of cost of market measures per unit used in the
number of applicable vehicles in the market, expected estimate of market measure expense, we compared
implementation rates of market measures, and cost of them against supporting documents and those of
market measures per unit. Out of these factors, the similar cases and past results.
expected implementation rate of market measures
- We recalculated the estimate using the Company’s
significantly impacts the estimated market measure
model.
expense, therefore, it is considered a key assumption in
the accounting estimate. A high degree of auditor - We considered any market measure decisions made
judgement is required to evaluate the key assumptions after fiscal year end but before the issuance of
as it involves uncertainty and significant management consolidated financial statements to evaluate the
judgement. completeness and accuracy of market measure
expense.
In addition, in order to completely reflect to the
consolidated financial statements any market measure - We instructed auditors of the main consolidated
decisions made after fiscal year end, it is necessary to subsidiaries to perform audit procedures around
understand the existence of items which need to be estimation of market measure expense such as
accrued and evaluate the impact in a timely manner. recall and received reports of the audit results. We
evaluated whether adequate audit evidence was
As such, we identified the “Valuation of expense for
obtained.
recalls and other market measures” as a key audit
matter.
- 151 -
Other Information
The other information comprises the information included in Yukashoken-Houkokusho but does not include the
consolidated financial statements, the non-consolidated financial statements and our audit report thereon.
Management is responsible for preparation and disclosure of the other information. The Audit Committee is
responsible for overseeing the duties of executive officers and directors in designing and operating the Group’s
reporting process of the other information.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
Management’s and the Audit Committee’s Responsibilities for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in
accordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to
continue as a going concern and disclosing, as required by accounting principles generally accepted in Japan,
matters related to going concern.
The Audit Committee is responsible for overseeing the duties of executive officers and directors in designing and
operating the Group’s financial reporting process.
- 152 -
・ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
・ Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern.
・ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation in accordance with accounting principles generally accepted in
Japan.
・ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Audit Committeewith a statement that we have complied with the ethical requirements
regarding independence that are relevant to our audit of the financial statements in Japan, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
- 153 -
<Internal control audit>
Opinion
Pursuant to Article 193-2, Section 2 of the Financial Instruments and Exchange Act of Japan, we have audited the
accompanying Management’s Report on Internal Control Over Financial Reporting for the consolidated financial
statements as at March 31, 2022 of Nissan Motor Co., Ltd. (“Management’s Report”).
In our opinion, Management’s Report referred to above, which represents that the internal control over financial
reporting as at March 31, 2022 of Nissan Motor Co., Ltd. is effective, presents fairly, in all material respects, the
result of management’s assessment of internal control over financial reporting in accordance with standards for
assessment of internal control over financial reporting generally accepted in Japan.
- 154 -
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the
internal control audit, the results of the internal control audit, any significant deficiencies in internal control that
we identify, and the results of corrective measures for such significant deficiencies.
We also provide the Audit Committee with a statement that we have complied with the ethical requirements
regarding independence that are relevant to our audit of internal control in Japan, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.
Notes:
1. The original copy of the above Independent Auditor’s Report is in the custody of the Company—the submitter
of this Securities Report.
2. The XBRL data is not included in the scope of Audit.
- 155 -
(For Translation Purposes Only)
Independent Auditor’s Report
June 29, 2022
Opinion
Pursuant to Article 193-2, Section 1 of the Financial Instruments and Exchange Act of Japan, we have audited the
accompanying non-consolidated financial statements of Nissan Motor Co., Ltd. (the “Company”) included in
“Financial Information” for the 123rd fiscal year from April 1, 2021 to March 31, 2022, which comprise the non-
consolidated balance sheet, the non-consolidated statements of income and changes in net assets, significant
accounting policies, other related notes, and the non-consolidated supplemental schedules.
In our opinion, the accompanying non-consolidated financial statements present fairly, in all material respects, the
non-consolidated financial position of the Company as at March 31, 2022, and its non-consolidated financial
performance for the year then ended in accordance with accounting principles generally accepted in Japan.
- 156 -
Appropriateness of judgement of whether impairment loss recognition is necessary for fixed assets
The Company records 757,474 million yen of “Property, plant and equipment” and 74,514 million yen of
“Intangible fixed assets” in the non-consolidated balance sheet as of March 31, 2022. These assets are related to
the automobile business.
We refer to the independent auditor’s report of the consolidated financial statements for the description of the
key audit matter and auditor’s response as the description is identical.
Other Information
The other information comprises the information included in Yukashoken-Houkokusho but does not include the
consolidated financial statements, the non-consolidated financial statements and our audit report thereon.
Management is responsible for preparation and disclosure of the other information. The Audit Committee is
responsible for overseeing the duties of executive officers and directors in designing and operating the entity’s
reporting process of the other information.
Our opinion on the non-consolidated financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the non-consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the non-
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
- 157 -
Management’s and the Audit Committee’s Responsibilities for the Non-Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these non-consolidated financial statements
in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the preparation of non-consolidated financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the non-consolidated financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern and disclosing, as required by accounting principles generally accepted in
Japan, matters related to going concern.
The Audit Committee is responsible for overseeing the duties of executive officers and directors in designing and
operating the financial reporting process.
- 158 -
We also provide the Audit Committeewith a statement that we have complied with the ethical requirements
regarding independence that are relevant to our audit of the financial statements in Japan, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the non-consolidated financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Notes:
1. The original copy of the above Independent Auditor’s Report is in the custody of the Company—the submitter
of this Securities Report.
2. The XBRL data is not included in the scope of Audit.
- 159 -
【Cover】
【Article of the Applicable Law Requiring Article 24-4-4, Paragraph 1, of the Financial Instruments and
Submission of This Document】 Exchange Act
【Filed to】 Director, Kanto Local Finance Bureau
【Position and Name of Representative】 Makoto Uchida, Representative Executive Officer, President and
Chief Executive Officer
3. Assessment Result
Based on the assessment results, Management concluded internal control over financial reporting at the end of
the current fiscal year was effective.
4. Supplementary Information
Not applicable
5. Special Affairs
Not applicable
【Cover】
【Article of the Applicable Law Requiring Article 24-4-2, Paragraph 1, of the Financial Instruments and
Submission of This Document】 Exchange Act
【Position and Name of Representative】 Makoto Uchida, Representative Executive Officer, President and
Chief Executive Officer
2. Special Affairs
There are no noteworthy matters that are pertinent to this securities report.