6 questions lodged at 2023 Wisetech AGM

December 29, 2023

Below is the text of the 6 written questions lodged at the 2023 Wisetech virtual AGM held on November 24. No early disclosure of proxies and no material protest votes either, besides 5% against long-serving director Charles Gibbon. See webcast archive of 62 minute meeting.

Q1. On July 16 this year, The AFR's Rear Window columnist Joe Aston wrote a rather spicy piece about our chairman and controlling shareholder, suggesting his billionaire status was leading him to be distracted from the running of our company. Could Richard please provide a response as to whether he thought the criticisms were fair or unfair.

Answer: the chair was far more animated than Richard White in strongly "refuting" the article. Watch video of exchange via Twitter.

Q2. Congratulations to Richard Dammery on his appointment as chair. Could Richard comment on whether he'll get with the program and commit Wisetech to publish the proxy voting figures to the ASX along with the formal addresses before the commencement of the 2024 AGM. This would match the best practice demonstrated by companies such as Origin Energy, NAB, Carsales, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi, giving all stakeholders more timely access to important company data.

Answer: Richard didn't appear or speak at all during the meeting and the outgoing chair was making no promises on his behalf. Watch video of exchange via Twitter.

Q3. Thank you to Andrew Harrison for his service and performance as chair over many years. It is always helpful for investors to have access to some exit perspectives from retiring independent directors, particularly chars. In his final contribution as a Wisetech director, could Andrew please comment on what he regards as the best decisions Wisetech made during his time on the board and does he have any regrets?

Answer: given the enormous success of the company, it came as no surprise that he had no regrets but he could have come up with a couple of major triumphs rather than just saying everything was good. Watch video of exchange via Twitter.

Q4. Shareholders rarely get any insight into chair succession matters. As the only director up for election today, could Charles provide his perspective on how the chair succession was handled. Was a head hunter or external party involved in the process or was it all done just with the assistance of the company secretary, like what happened at Macquarie Group. Were their multiple candidates for chair and was their a ballot. Was Charles a candidate?

Answer: the outgoing chair Andrew Harrison was giving nothing away and it wasn't even clear if candidate Charles Gibbon was available to answer questions. Watch video of exchange via Twitter.

Q5. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions, including the rem report? If so, what reasons did they give?

Answer: a good clear answer from the chair saying they were all in favour of everything. Watch video of exchange via Twitter.

Q6. In terms of his independence, does Charles agree that he serves at the pleasure of Richard and this, almost by definition, raises a question as to his independence in terms of taking on the founder if they disagree on matters. Also, what is Charles' history in terms of past share sales and can he provide an assurance that he won't sell any shares before the 2024 AGM.

Answer: the chair clarified that his last share sale was back in 2019 but Charles didn't even appear to be at the meeting. Watch video of exchange via Twitter.

Finally, we also had a rare example of telephone questions from former ASA chair Allan Goldin.