Forum Topics WTC WTC Ownership trumps Governance

Pinned straw:

Added 9 months ago

RW is back.

New Board Update

The new Board of WiseTech Global Limited (WiseTech, the Company, ASX:WTC) provides an update below. Board and Committee Composition Richard White has been appointed to the Board as Executive Chairman.

The Executive Chairman will, in conjunction with the Nomination Committee, oversee succession planning including completion of the internal and external search process for a permanent Chief Executive Officer.

The Executive Chairman will lead the Company’s product development and growth strategy. His remuneration is to be agreed but will not exceed his pre-October 2024 CEO salary.

Mike Gregg has now joined the Board, as announced on 24 February 2025. Mike Gregg has been appointed Lead Independent Director.

The People & Remuneration Committee is now made up of Charles Gibbon and Mike Gregg. Lead

Independent Director responsibilities

The Lead Independent Director will have carriage of governance related matters and the Board renewal process. He will also lead the Board (excluding Mr White) in overseeing the completion of the Board Review announced on 24 October 2024.

The Lead Independent Director will request a briefing from Seyfarth Shaw in the coming days as to the scope and status of their review and will seek to ensure all relevant parties are interviewed, and that a thorough approach with due process is followed. It is anticipated that an update as to the status of the report will be provided to the market in mid to late March.

Due to the resignation of four directors, the Company does not currently satisfy the ASX Listing Rules requirement that its Audit and Risk Committee comprise at least three non-executive directors. The Company intends to appoint additional independent directors as soon as practicable so that this rule can be complied with.

The Board expects that at least one appointment will occur within 4 weeks. As part of the Board renewal process a shareholder engagement process will commence in the following days to ascertain their views on the relevant skillset for the future Board composition. 

Bushmanpat
Added 9 months ago

Shades of RFT, but with a 31B market cap rather than 10M

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Bear77
Added 9 months ago

That reference caused a shudder @Bushmanpat- and I wasn't an RFT holder, but it was a terrible example of poor corporate governance as well as zero regard for ordinary retail shareholders. Apart from the market cap difference you mention - and that is certainly a BIG difference - the market seemed to like today's moves by Mr White and associates, with the WTC SP closing up +2% instead of dropping, so that's one difference. Another is that I doubt that WTC's SP is going to fall 90% from its highs over this, whereas RFT closed today at $0.006, so less than one cent per share, in fact six tenths of one cent per share, 90% lower than their close of $0.06 (six cents per share) on June 8th 2023.

But I agree with your basic point, that this is all about the largest shareholders flexing their muscles and taking back control, ensuring that Richard White stays front and centre running the company, because they can, not because it's the "right" thing to do. And that was the motivation at RFT, with the largest shareholder and his associates wanting to oust everybody who might prove to be a fly in the ointment in terms of ownership percentage and control, in order to lock in full control, ensuring that they were left with a compliant Board that would go along with the largest shareholder's wishes and demands from that point on.

I think the biggest difference, other than the two companies' respective market caps, is that the WiseTech saga is unlikely to do as much damage to ordinary retail shareholders in terms of value destruction.

Interesting also to note that there hasn't been a single announcement by RFT since the Annual Report announcements in September, except for announcements relating directly to the AGM that were made in October and November. Not one word from RFT in December, January or February - yet - they do have two days left to report their results. I'm thinking that communicating with their ordinary retail investors isn't high on their priorities list. Either that or it's been a really boring 3 months with nothing noteworthy happening.

Disc: Not holding (either of them).

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Karmast
Added 9 months ago

For me, this is all very simple. RW has the votes, so he can remove any Director he doesn't agree with or like. Christine Holman who seems a very capable and smart Director resigned a few years ago from his Board citing poor governance etc.

If this was a private company, he would be free to do as he pleases. However there are certain obligations of public companies, like having an audit and risk committee that has a majority of independent Directors, which WTC no longer complies with and the ASX/ASIC will now need to deal with. And being public is one of the key reasons WTC is on such a high multiple and why RW can keep selling down his shareholding easily.

At the end of the day, RW has clearly told all the other owners what he thinks - "I am WTC. There is no WTC without me."

So while he is very important to WTC, he is 69 years old and there will 100% be a WTC without him one day unless he has invented the fountain of youth (or it goes broke first).

The company could still do well from here but no one should say they weren't warned or aware of this big risk now, with a Founder displaying significant hubris and who appears to have little interest in sensible oversight or succession planning...

Bottom line - good results are still possible from here but with 30 000 + other public companies in major markets to potentially invest in, I don't need a company like WTC that has so much known risk in my portfolio.

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