8 questions lodged at 2024 Wisetech virtual AGM
November 22, 2024
Below is the text of the 8 written questions submitted at the 95 minute Wisetech virtual AGM held on November 22 2024, along with a summary of the answer and some video grabs via Twitter. There was no early disclosure of the proxies. See notice of meeting. No protest votes.
Q1. Could chair Richard Dammery please detail his pathway onto the Wisetech board 3 years ago, the process that was undertaken to select him as chair 12 months ago and the history of his relationship with founder Richard White. Could Mr Dammery also please detail the biggest changes in board process, delegations, reporting lines & governance that he has implemented since becoming chair. Could Mr White please comment as to whether Mr Dammery is more or less hands on than his predecessor and whether he's happy with the chair succession.
Answer: The chair had never met White before engaging with the recruitment process in 2021. Watch video via Twitter of question being asked, part two of the response, plus this endorsement of Richard Dammery by Richard White in his first of two live video contributions to the meeting.
Q2. Best practice is to disclose the proxies to the ASX with the formal addresses but you've withheld them today which is disappointing, as it leaves us debating in the dark. Are we facing a remuneration strike and which of the proxy advisers recommended a vote against the rem report, or any other items on the agenda today? Wisetech has 24,014 shareholders but Richard White's 38% stake will dominate voting today. In order to make retail shareholder sentiment public, will you embrace scheme-like voting disclosure in today's poll?
Answer: The chair should have said there was strong across the board support from proxy advisers but instead focused on whether Richard White could vote and the relative size of his stake. Watch video of exchange via Twitter.
Q3. Christine Holman lasted 11 months on the Wisetech board before resigning in 2019. 5 years later her internal resignation memo to the board was leaked to The AFR. In this memo, she accused Richard White of “sustained intimidation & bullying in the form of aggressive emails, 1 on 1 meetings & public berating in both audit & risk committee meetings and board meetings”. Have either of our 2 new female directors up for election today, Lisa Brock & Fiona Pak-Poy, spoken to Ms Holman? If so, what conclusions did they draw?
Answer: The answer is no but neither adequately answered the questions. Watch video of exchange via Twitter.
Q4. Could Fiona and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Fiona and did they interview any other candidates? Did Fiona know any of our directors before engaging with the recruitment process and how important was Richard White in the recruitment process?
Answer: It was all independent and comprehensive. Watch video of exchange via Twitter.
Q5. What is going on with the 10.4% vote being open on the previous re-election. Have any proxy advisers expressed concerns on any items today, including Fiona's election?
Answer: The chair wasn't aware of the open proxies situation but said proxy advisers were broadly supportive. Watch video of exchange via Twitter.
Q6. The chair referred to a "special exertion allowance" for directors in his formal address today, partly because some directors, including the chair, are cutting back their other duties to focus on sorting the governance issues around the founder's behaviour. How is this special exertion allowance going to be calculated and how long is it expected to run for. Is it an hourly rate or day rate formula and what will trigger an end to these special exertion payments to some directors. Will any of our NEDs miss out on these payments?
Answer: The chair said it would be paid on a monthly basis and only applied to two directors, including himself. Watch video of exchange via Twitter.
Q7. The share price has tumbled 14% this morning after today's profit warning. Is it really credible to blame these delayed product launches on "media distractions" And why was this announcement delayed until the morning of the AGM. When did the board formally make the decision to delay the product launches and was this Richard White's idea? How central is Mr White to this particular product launch and will the key man risk around Mr White recede once we have these products in the market next year?
Answer: The chair said he wasn't aware of the share price and defended the announcement and explanation, as you'd expect. Wisetech has historically had a poor investors relations function so at one level if was progress to have a downgrade announcement at all. Watch video of exchange via Twitter.
Q8. Richard White remains our largest shareholder with an arguably controlling 38% stake, particularly given some other major shareholders are long term associates and friends. Richard has been steadily selling down his stake in recent years. Could he explain how this has been handled and whether this process and scale of sales will continue going forward. Wouldn't it be better if he sold down a much bigger chunk and relinquished control?
Answer: The chair... Watch video of exchange via Twitter.
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