WiseTech needs independent chair, directors, says ASA boss

The Australian Shareholders’ Association has called on WiseTech to appoint an independent chair and a majority of independent directors, warning of “significant governance concerns”.

WiseTech chief executive and major shareholder Richard White at the company's Investor Day.

The Australian Shareholders’ Association has called on WiseTech to appoint an independent chair and a majority of independent directors, warning that its current structure raises “significant governance concerns.”

ASA chief executive Rachel Waterhouse said its members, who are largely retail shareholders, were becoming concerned about the changes at WiseTech and the “governance oversight” at the company.

Ms Waterhouse said the organisation opposed the idea of companies having an executive chairman.

“The ASA has previously raised concerns about WiseTech’s governance practices, particularly regarding key person risk when Richard White was CEO,” she said.

“His significant influence over the company’s strategy and operations concentrated decision-making power, creating risks for long-term governance stability.”

On Wednesday Richard White took control of the WiseTech board as executive chairman, in a dramatic appointment following a boardroom exodus earlier in the week took out more than half of its directors.

The announcement arrived just minutes before the company delivered its half-year results, where Mr White told investors he was “fully engaged and here for the long haul”.

“You have my absolute commitment to do everything within my power and ability to accelerate the business you have invested in and that has been so successful over the almost nine years since listing,” he said.

WiseTech interim chief executive officer Andrew Cartledge

But, the appointment sparked major concerns not just among the ASA but also the corporate regulator which had been keeping an eye on the company since Mr White suddenly stood down from his role as chief executive in October 2024.

The ASX is understood to be closely monitoring the situation at WiseTech given that it does not currently comply with its listing rule which requires ASX 300 companies to have a majority of independent directors on their audit and risk committee.

ASX listing rule 12.7 requires that the audit and risk committee of an ASX 300 company must have at least three members, the majority of whom are independent, with the committee to be chaired by an independent director who is not chair of the board.

The ASX is understood to be working with the company, which said on Wednesday that it intended to appoint additional independent directors “as soon as is practicable” with at least one expected to be announced within the next month.

An ASX spokesman said the exchange did not comment on issues around individual companies. “Generally speaking, ASX actively monitors disclosure by all companies and works with listed entities to ensure compliance with ASX Listing Rules,” he said.

And the Australian Securities and Investments Commission has launched a probe into the company.

The corporate regulator has been monitoring WiseTech since October last year and on Wednesday ASIC chairman Joe Longo acknowledged “concerns relayed in media reporting”.

“We are conducting preliminary inquiries and will be making decisions imminently about any next steps for ASIC,” he said.

ASA’s Ms Waterhouse said that earlier this week she had wondered if Mr White was seeking to reinstate himself as chief executive, and that “I think he’s gone for the (executive chair) role from potentially a control perspective”.

The ASA remained deeply concerned about WiseTech’s future and what would happen to investor’s money if something happened to Mr White, she said.

“Our concern is succession planning because you know you’ve got the founder who’s now executive chair, no independent directors, not the proper level of oversight, and not the right checks and balances that you would expect from a public company,” Ms Waterhouse said.

The ASA was also concerned that Mr White’s appointment would discourage independent directors from wanting a seat on the WiseTech board.

“Independent directors provide essential oversight, ensuring that strategic decisions align with shareholders’ best interests …”

Ms Waterhouse said Mr White’s new role as executive chair and the lack of independent directors on the board raised “significant governance concerns.”

“ASA generally opposes the appointment of an executive chair,” she said.

“When a founder assumes the chair role, strong independent oversight is crucial to maintain accountability and prevent undue influence over governance and decision-making.

“The return of the founder amid unresolved governance issues and subsequent board resignations further reinforces the need for greater board independence, transparency, accountability, and a clear succession strategy at WiseTech.”

Originally published as WiseTech needs independent chair, directors, says ASA boss