Regulator ruffled by WiseTech’s ‘bedroom to boardroom’ mess

Chair Joe Longo has told a conference it’s troubling that personal lives are having an effect on public confidence in corporate governance.

WiseTech Global founder Richard White, whose private life was played out through the courts.

The corporate regulator has taken aim at chief executives whose private lives become a professional liability, while a former director of WiseTech revealed she was told she would never work again after levelling bullying accusations against software billionaire Richard White.

“There does appear to be an outbreak of issues in the bedroom migrating to the boardroom and that’s a bit unfortunate for confidence in our governance arrangements. What happens in people’s personal lives is a matter for them,” ASIC chairman Joe Longo told the Australian Council of Superannuation Investors conference in Melbourne on Wednesday.

Christine Holman, who quit WiseTech’s board in 2019 after raising concerns about Mr White, said she had been told by a headhunter that she “scared chairs”.

“I’ve been told so many times that my chances of getting another board in this country is virtually zero, which is fine, because I didn’t do this for money, it’s not a retirement plan and if I don’t get another board again, that’s fine,” she said in a panel discussion.

Ms Holman said she had previously quit boards in part due to overbearing CEOs.

“I think I’ve over-estimated my ability, perhaps in those circumstances, to influence change, and underestimated the ability of the CEO to influence the independent board.”

Christine Holman alleges she was told she would never work again.

The regulator was currently looking at both WiseTech global and Mineral Resources.

“The issue for me and for the regulator is, if that alleged misbehaviour starts to impact good governance in the boardroom, it becomes a distraction. And if that’s the case, then that might be something we’d be interested in,” Mr Longo said.

“What I’ve learned over the years is that not every unattractive governance incident in a boardroom of a major company is a breach of the Corporations Act. It might be unattractive, it might be poor behaviour, it might be poor governance. It’s not something that you’d always go off to a court to deal with. To think about it that way is too narrow.

“The regulator has a role to play, and the courts have a role to play. My overall proposition is if poor behaviour can lead to material breaches of one’s directors duties. Whether they’re actionable all the time, is another matter,” he said.

AustralianSuper last month sold its $580m WiseTech stake because it could not get sufficient comfort around its governance, weeks Mr White seized back control of the software company he co-founded.

Mr White returned to the helm as executive chairman in late February following the exit of four independent directors who claimed they had intractable differences over his future. An internal review subsequently released found he misled the board over his past relationships.

At an investment session later in the day, UniSuper chief investment officer John Pearce said founder-led companies would always have governance shortcomings.

“With founder-led companies, you’ve got to accept that there’s a box called G, and that box is never going to have a 10 out of 10. You are going in, eyes wide open, that’s just the case with founder companies, and WiseTech is not the only example of poor governance,” Mr Pearce said.

Originally published as Regulator ruffled by WiseTech’s ‘bedroom to boardroom’ mess