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Special advisers appointed by WiseTech Global (ASX: WTC) have revealed they are undertaking further investigations into three matters, including two confidential complaints against company founder and executive chairman Richard White, with the board describing several of the issues raised in the investigation as “serious in nature” and “not acceptable”.
However, a preliminary report compiled by Herbert Smith Freehills and Seyfarth Shaw LLP has cleared White of several allegations of improper conduct, including that he had failed to disclose to the board a number of close personal relationships in the workplace and that he had been involved in related-party deals that were not considered to be at arm’s length.
The latest findings build on Seyfarth’s report released in November that cleared White of allegedly improperly using company funds for plastic surgery that he undertook in New York in 2019 and that he had failed to disclose a number of close personal relationships in the workplace to the board, including those of a “romantic, familial or long-standing nature”.
The confidential complaints currently being investigated include one from an employee and another from a supplier to the Sydney-based logistics software group.
“Given the ongoing investigation and in order not to prejudice any potential legal proceedings, the board will provide a further update, including any findings, once the investigation has been completed,” says the company in a statement to the ASX today.
A board sub-committee, comprising Shearwater Capital founding partner Mike Gregg, Charles Gibbon and Maree Isaacs, has informed White that “a number of the matters are serious in nature, and that such conduct is not acceptable and must not be repeated”.
“The board sub-committee recognises this has been a challenging time for employees, shareholders and other stakeholders,” says the WiseTech statement.
The findings follow the shock resignation of four directors in February in the wake of clashes over White's ongoing role at WiseTech - just days ahead of his promotion to executive chairman only four months after resigning as CEO.
In its update today, WiseTech says it has undertaken a survey of shareholders to guide the board on “what is important to shareholders” and that it is considering measures to address the feedback it has received.
“The board sub-committee is conscious of the exceptional knowledge and value that Mr White as co-founder brings to strategy, product, customers and shareholders, which is reflected in the responses to the shareholder engagement survey,” says the company, while also acknowledging the “legitimate governance concerns” raised by the review.
Among the matters investigated by the special advisers were White’s disclosures to the board of a close personal relationship by someone only identified in the report as “Person A”.
The review found that White had made “inaccurate and incomplete disclosures” about the nature and duration of his relationship with this employee.
The review also found that White had failed to make these disclosures at “material points in time”, adding that representations the executive chairman had made to the board about these matters were “not fully transparent and candid” and “misleading about personal matters concerning the ending of the relationship”.
However, the review found that a confidential complaint made by the employee against WiseTech and White of unlawful discrimination regarding remuneration and of gender-pay inequality were not substantiated.
The report found that another confidential complaint by the employee that she had been required by WiseTech and White to work “unreasonable and excessive hours” was also not substantiated.
In another matter, the review found that White had made incomplete disclosures concerning the nature and duration of his relationship with a party known as “Person B” who was associated with a supplier to WiseTech.
He is also alleged to have failed to disclose “in a timely manner” his knowledge of a dispute raised with him by Person B about matters including the supplier arrangement.
The period referred to in the report, from 21 October 2024 to 4 February 2025, related to the time White stood down as WiseTech CEO and took on the new role of “founder and founding CEO” when he had to report to the chair and the board of the company.
“WTC did not have appropriate visibility of the dealings or control over work-product or intellectual property produced,” says the report by Seyfarth Shaw which investigated the relationship with the supplier as far back as 2022.
“The arrangements between the supplier and WTC did not comply with expected standards for good contract management and did not adequately protect WTC’s interests.
“The commercial terms of the arrangement did not have appropriate regard to the delegated authority of the then-CEO (Andrew Cartledge).”
However, the review found no evidence that White gained personal financial benefit from the supplier arrangement he had directly negotiated with Person B.
WiseTech says that while White describes these matters as personal in nature, “with the benefit of hindsight he would have more fulsomely disclosed them to the board and handled the contracting process differently”.
“Mr White accepts the findings of the board review and has committed to, and is supportive of, a new and more stringent code of conduct in respect of such matters.
“Mr White understands the importance of his role in creating and influencing the culture of the business, and the seriousness of his actions.”
The board says that White is “deeply grateful” to have been reinstated to lead WiseTech as executive chairman.
“He is committed to contributing to the success of the company he co-founded,” the company says.
The latest appendix to the report being compiled by the special advisers follows an earlier update in November last year that included allegations of bullying against White by former director Christine Holman.
After contemplating whether such behaviour was still occurring, Seyfarth Shaw concluded in that report that “there has not been repeated unreasonable behaviour, or behaviour that could be characterised as ‘bullying’ or ‘intimidatory’ or otherwise unlawful”.
In this report, Seyfarth Shaw describes White’s “direct approach” as leading to “robust and challenging discussions” at times.
“This is generally consistent with the process of ‘creative abrasion’, which was widely acknowledged in the review to create significant value for the organisation,” said the report.
“However, there is the capacity for managers to find this uncomfortable and confronting, particularly in group settings.”
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