Q1. Could new director Roberto Castenado please elaborate on the full history of his relationship with Richard White and before agreeing to join the board did he speak to any of the recently departed independent directors as part of his due diligence process?
Answer: The lead independent director Andrew Harrison served up some platitudes then offered Roberto a chance to comment but he declined, which is never a good sign. Watch video of exchange via Twitter.
Q2. Could Andrew Harrison please comment on why he agreed to let executive chair Richard White use the exemption from election that is made available under Australian law for CEOs of ASX-listed companies? Will he push to put Richard White up for re-election at next year's AGM and could Richard summarise his history on board elections? When was he last elected as it has definitely been more than 4 years. Also, why not move to annual director elections as Reece did for the first time an its AGM in Melbourne today?
Answer: The The lead independent director Andrew Harrison stuck resolutely to the argument that Richard should continue using the exemption and White himself contributed nothing during the Q&A. Watch video of exchange via Twitter.
Q3. Which of the proxy advisers covered us this year and did any recommend a vote against this incentive grant to Maree Jacobs. If so, what specific concerns did they raise? Given that Maree owns such a large stake in the company, I'm puzzled why she needs any more incentive to perform the role. Could this please be the last time Maree requests a new incentive grant at a Wisetech AGM.
Answer: The lead independent director Andrew Harrison at firt got a bit muddled on this but at least he corrected my mistake and disclosed she sold down last year. In fact she sold her nearly $1 billion stake to her former lover and co-founder Richard White last November, as Max Mason explained in this AFR story at the time. Watch video of exchange via Twitter.
Q4. Did Sandra Hook interview any of the former independent directors as part of her due diligence and what does she think about public company executive chairs using the CEO election exemption? It's okay for executive directors but surely the executive chair should seek a mandate from shareholders?
Answer: The lead independent director Andrew Harrison protect board candidates from answering questions today when new independent director Sandra Hook should have been allowed to express a view on whether executive chair Richard White should keep avoiding election into the future. Watch video of exchange via Twitter.
Q5. When a public company has two executive directors, the board has to decide which of the them gets to use the exemption from the 3 yearly election cycle. What does Maree think about the board's decision to make her face election, whilst giving her co-founder Richard White a decade-plus exemption? Surely now that Richard is executive chair, he should face a long overdue election, and Maree should use the exemption.
Answer: It is just ridiculous that Wisetech co-founder Richard White has controlled the company since the day it floated in 2016 and has now done 10 straight AGMs without ever being elected. Meanwhile fellow executive director, co-founder and his former love Maree Isaacs runs the gauntlet every 3 years, as lead independent director Andrew Harrison explained in his response. Watch video of exchange via Twitter, also watch part of Maree's campaign speech. There was a 22% vote against her re-election, which is similar to what Richard White would cop if he ever had the gumption to put himself up for election. This exemption question also got a mention in The AFR's coverage of the meeting.
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