Good morning and welcome to the 2024 WiseTech Annual General Meeting. For those of you I haven't met, my name is Richard Dammery, the Chair of the company, and I was privileged to be appointed as Chair in April this year. Since then, I've enjoyed deepening my engagement with our team, our stakeholders, and our shareholders, both in Australia and in many of the other countries in which we operate. Before we begin the proceedings, I would like to acknowledge the traditional custodians of the land on which each of us meets today, here in Sydney, the Gadigal people, and I pay my respects to their elders past and present, and extend that respect to all First Nations peoples today. Notice of this meeting was provided to all shareholders, and I've been advised that we have a quorum present. Accordingly, I can confirm this meeting has been properly convened.
I'd like to introduce those directors and officers who are attending the meeting today: Non-Executive Directors Lisa Brock, Charles Gibbon, Michael Malone, and Fiona Pak-Poy, and Executive Director and Co-founder Maree Isaacs, Interim CEO Andrew Cartledge, and our Company Secretary and Head of Regulatory Affairs, Katrina Johnson, who will serve as the Secretary of the meeting. Also joining us today is Caoimhe Tooley and Nicholas Buchanan from our auditors, KPMG. There will be an opportunity to ask questions to Caoimhe in relation to any aspect of the audit process and the independent auditor's report. As I'm sure you're aware, Richard White, WiseTech's founder, stepped down from the board on 24 October this year and at the same time relinquished the role of Chief Executive. Richard will give a video address later in the meeting, but is also attending today's meeting virtually.
Normally, I would explain meeting formalities later in the meeting, but given this is a virtual online meeting and the format may be unfamiliar to some shareholders, I'll explain a few key matters now. On the WiseTech Global website, you will find a Virtual Meeting Online Guide providing step-by-step instructions on how to vote and ask questions via the online platform. Simply go to wisetechglobal.com, and you will find a link on the homepage. I should also say that I received feedback from a number of shareholders that they would like us to consider moving to a hybrid AGM format in 2025, and we intend to do that for next year's Annual General Meeting. While we support the use of technology in all its forms, and that's why we adopted a virtual AGM practice, we acknowledge the importance for some of in-person AGMs.
I should add, for the record, given recent events, it was simply impractical to switch to a hybrid meeting this year. For the purposes of this meeting, if you have a question that you would like to ask today, there are two ways to do so. First, you may type written questions into the online platform. To do this, click Ask a Question and follow the prompts. To ensure you have enough time to type and submit your questions, I would encourage you to start typing now instead of waiting until later in the meeting. Online questions that are relevant to the business will be read aloud to me by a member of the WiseTech team. We may aggregate questions if we receive multiple questions on the same topic. Alternatively, you may ask an audio question, again using the online meeting platform.
Please follow the instructions set out in the Virtual Meeting Online Guide . I will take audio questions first, then written questions from shareholders. Each question will be addressed under the relevant item of business in this meeting. It's my intention today to allow all shareholders to ask any questions they may have relating to the company's operations and circumstances, unless this becomes repetitive or disrespectful. I will now summarize the voting procedures. All items of business will be voted on by poll, which is now open. If you did not cast your vote prior to the meeting, you may cast a live vote using the online platform. Please click Get a Voting Card, enter your shareholder or proxy details, and follow the prompts. You may cast your live vote at any time during the meeting.
Live voting on the online platform will close about five minutes after the end of the meeting. At the conclusion of the meeting, you will see a red bar appear along the top of the online platform with a countdown timer of how long you have remaining to cast your vote. You must be logged onto the platform to cast the live vote. If you're experiencing any difficulties using the online platform, the helpline is displayed at the top of the page. Please call 1-800-990-363. If we experience any technical issues that impact the meeting, we apologize. I will assess the circumstances, and if necessary, the meeting will be adjourned, and you will be emailed instructions on how and when to rejoin the meeting.
I'll now take an opportunity to say a few words about our company, focusing on its strategy and governance, and will then hand over to our Interim CEO, Andrew Cartledge, who will speak about the business. After these addresses, we will go to a short pre-recorded message from Richard White, Founder and Founding CEO, and then commence the formal items of business. This year, WiseTech celebrates its 30th anniversary. The company is an extraordinary Australian success story, grown from Richard White's bold vision to create the operating system for global logistics. The company's continued growth and success would not be possible without the outstanding WiseTech team of around 3,500 people worldwide. On behalf of the board, congratulations and thank you to the whole WiseTech team globally. In the three years that I've been a Director of WiseTech, market conviction has continued to build as the company advances our global ambition.
Our core international freight forwarding capabilities have brought many of the logistics industry's largest players onto CargoWise, a single global platform with a revolutionary business model, something that was considered impossible. CargoWise is making it substantially easier for large global players to operate efficiently and effectively and has driven vast improvements across the industry. As you will shortly hear from the Interim CEO, Andrew Cartledge, financial year 2024 was another very successful year with a total dividend of AUD 0.169 per share, representing a payout ratio of 20% of underlying NPAT, and with total shareholder returns of 25.9% achieved. We continued to execute our 3 P strategy: product, penetration, and profitability, delivering sustainable growth and further positioning WiseTech Global as a leader in logistics execution technology. Clearly, the last month has been a challenging time for the company and for the founder, Richard White.
Upfront, I need to say that the board is disappointed that the diversion of Richard White's attention away from product development at a critical juncture has impacted the timing of the release of some of the three breakthrough products. This will result in changes to both revenue and earnings guidance, and Andrew Cartledge will provide a full update on this in his Interim CEO address. Despite this setback, the team has not been standing still. Alongside the three breakthrough products, we've been working on other significant initiatives to benefit both WiseTech and our customers. It's too early to say much about these, but they have long-term and material potential.
I want to emphasize these impacts are timing issues, not a stalling of growth, but suffice to say that the complications in Richard White's personal situation and the flow-on impacts to how the product development teams have been able to tap into Richard's support have been more material than the board initially expected. Turning to the events of the last month or so, for three solid weeks, intense scrutiny was brought to certain aspects of Richard White's private life. Many of the allegations or assertions were and remain untested and unproven, and I note that because some matters were before the courts, both the board and Richard White were constrained in relation to the comments we could make. As a board, we recognize and acknowledge that every founder's personal identity is deeply intertwined with that of the company they build, particularly after a 30-year journey in WiseTech's case.
The board also acknowledges that the media attention deeply affected the company, its reputation, and some team members. We accept that some of the matters raised in later media stories touched the company and aspects of its historic governance. I will have more to say about this shortly. Our primary concern was always and remains to act in the best interest of the company as a whole, having regard to the views of our shareholders, other stakeholders, and naturally as well, our team and our customers. Over this period, my colleagues and I were very active meeting with and hearing from all these groups. We received constructive feedback and suggestions, and I'm particularly grateful for institutional shareholders being willing to make the time to meet with me at short notice.
As a board, we tried very hard to respond to the situation in a human way, balancing a range of competing needs and viewpoints. Recognizing that team members may have been confronted by the media stories, we established enhanced EAP, Employee Assistance Program, and where needed, specialist counseling. We stayed in close touch with all stakeholders, and we sought to act in a measured and non-reactive way. We also had another important person to attend to in this intense situation, namely Richard White himself. The board was deeply concerned about Richard's well-being and that of his family. We sought to ensure Richard was supported, and I hope he feels that he was. Richard has a long-serving and loyal team at WiseTech, and I know they would have expected no less from the board.
I want to stress that despite some media reports in recent weeks, Richard White and the board have never been in conflict or at odds. Richard and I spoke regularly, as you would expect, and he was fully constructive and open at all times. When Richard announced that he wished to relinquish the Chief Executive role and resign as a Director, this was entirely his decision. I know that Richard cares about nothing more than the long-term success of WiseTech. While this aspect of our public statement was questioned by some, it nevertheless remains true that Richard and I had been discussing the need to continue to evolve the company to realize its full potential and hence his role in the complex WiseTech system since about this time last year after I was designated as Chair-Elect.
Richard and I have met fortnightly during the year, and this issue, evolving the company, has been a regular topic of discussion. So while it might have surprised others that Richard should reach this decision, I can't say that I was wholly surprised. None of us had expected the timing or circumstances, but as somebody about to turn 70, it was always clear that Richard's role would evolve over time, and so it has. Many people have asked me in recent weeks how this new arrangement with Richard White will work in practice. Let's acknowledge it's far from unprecedented in technology companies for a founder to remain long-term in the company they built.
Richard's extraordinary strengths relate to his long-term vision, his ability to see problems in ways that others don't, and to imagine solutions to these problems, as well as his uncanny ability to join things up that for others might look separate. In his new role, WiseTech will lose none of these things. Given our collaborative and mature team, the board is confident that Richard, a new CEO, and the team will continue to work together to ensure that the company realizes its full potential. Some people have questioned why Richard White will report to the board. The simple answer is the board is responsible for making this new arrangement fully effective and value-enhancing.
To that end, having recently stepped down from two other board roles, including my other ASX-listed board commitment, I've said I will devote myself very extensively, as I have been, to ensure this arrangement's success, and I will not take on any additional responsibilities until it's running smoothly. My colleagues, Fiona Pak-Poy and Lisa Brock, have also committed to spending additional time on WiseTech, and the board has approved appropriate special retention arrangements to reflect these significantly enhanced responsibilities and time commitments. The board is grateful to Andrew Cartledge and Caroline Pham for being willing to assume the Interim CEO and Interim CFO roles, respectively.
Having been in the company for over nine years and worked alongside Richard White, Andrew is well known to and respected by shareholders, and he brings a wealth of knowledge and experience to his new role, as well as a calm, measured, and clear leadership approach. Caroline has been a key player in WiseTech's finance team for eight years, most recently as Deputy CFO, and again is a very safe pair of hands. Andrew announced in July that he intended to retire as CFO at the end of 2025, giving us over a year to organize a transition and handover. Since some shareholders have asked me directly, I should clarify that Andrew has indicated that he will not be a candidate for the CEO permanent role, but he has committed to the board to stay with WiseTech for as long as we need him.
Andrew, thank you for your willingness to put the company's needs ahead of your own retirement plans and for the work that you're doing today. Turning to governance, the board of WiseTech is absolutely committed to excellence in corporate governance, transparency, and accountability, and we regularly review our governance arrangements and practices to reflect changes in our business, community expectations, and of course, regulation. It's easy to look at a founder-led firm and assume that it should be governed in the same way as a large bank, insurance company, or utility. Baseline standards of governance are always not negotiable. However, we should also acknowledge that there's no one way to govern an organization, and fit-for-purpose governance is an important concept. Periodically, it's been suggested to me that the board of WiseTech must be constrained because of Richard White's large shareholding and his strong opinions. That's certainly not been my experience.
Richard has always respected the board's important role, and he has not sought to constrain it or dominate it in any way. Like most other things in WiseTech, the process has been collaborative and, as needed, appropriately challenging, and we have all been guided by what's best for the company. This principled approach has guided our actions in addressing specific issues highlighted in recent media reports. The board recognized that we had an obligation to review carefully the range of matters that surfaced through the media and were otherwise brought to our attention. Because the board is accountable, this has been a board-led review with my colleague, Lisa Brock, as Chair of the Audit and Risk Committee, taking the overall lead. The board appointed Herbert Smith Freehills and Seyfarth Shaw to assist the review, and I want to say a few things about how this has been conducted.
Firstly, as Chair, I was clear that we should not set deadlines for the review work. Having been involved in conducting reviews of this kind myself, I know that deadlines and time constraints are not appropriate. These things take as long as is needed. Secondly, the advisors have been free to set their own program of activities and undertake the work as they see necessary. This includes allocating resources and seeking additional assistance as needed. Thirdly, if any matter has arisen that the advisors consider should be followed up, the board has supported this without restriction. As you would have seen from our recent announcement this morning, progress has been made on the review, but some matters remain outstanding and work continues. Earlier today, we released a market update detailing findings that have been made in relation to certain allegations.
These findings are largely the result of work conducted by Seyfarth Shaw, who interviewed 21 people in 30 interviews. The advisors also retained specialist support as needed, including forensic accounting support. Each of the findings, which is self-explanatory, indicates no impropriety by Richard White in relation to the affairs of the company. As WiseTech continues to grow and expand its global reach, geographic footprint, we will also continue to evolve our board composition, experience, and skills. Earlier this year, we added two new independent non-executive directors to the board, Lisa Brock and Fiona Pak-Poy. Both Lisa and Fiona bring considerable ASX-listed company experience, and you'll hear from each of them later in the meeting, given that they are seeking election today. Our previous Chair, Andrew Harrison, retired from the board on 31 March after nine years, and I thank him in particular for his support throughout the Chair transition.
Teresa Engelhard also stepped down as a Director after more than six years and likewise made an important contribution to the growth of WiseTech, for which the board is very grateful. This year, we have asked you, our shareholders, to vote in favor of increasing the Non-Executive Director remuneration pool limit. This increase will allow us the flexibility to enhance, increase board size, and importantly, to consider adding additional skills and possibly an international director to our diverse board. In closing, I would like to say that the board and I are fully convinced that more potential lies in front of WiseTech than is behind it. If we continue to solve problems for the logistics industry and add value to our customers, WiseTech can genuinely become a significant global business. Richard White's decision to assume a new role and the opportunity this creates to evolve the company is exciting.
Done well, it will accelerate our growth and increase our shareholder value. I would like to acknowledge the hard work and dedication of all our team members, and I'd also like to thank my fellow directors for their support and congratulate WiseTech's senior leadership team on another successful year. I also want to thank you, our shareholders, our customers, and the communities in which we operate for supporting WiseTech over the years and sharing our vision. Thank you, and I'll now hand over to Andrew.
Thank you, Richard, and good morning, everyone. Firstly, I'm honored and excited to take the role of Interim CEO of WiseTech while the permanent search for a CEO takes place. As Chief Financial Officer of the business for the last nine years, I've had the privilege to work closely with many of my fellow WiseTech team members, investors, shareholders, analysts, and customers. I look forward to the opportunity to connect with more of you and build on the strong foundations that we have. I want to acknowledge and thank Richard White for founding WiseTech and building it into the tech powerhouse it is today. The impact and influence he's had over his time as WiseTech CEO has been enormous.
As we reflect on WiseTech's 30th anniversary, it's important to highlight that many people around us that have contributed to the business's success, our passionate and dedicated team of 3,500 people around the world. Through the work they do each day and their commitment and dedication, we continue to deliver lasting positive impacts to the logistics and supply chain industries. I'm proud of our team, the resilience and strength they display, and the ability to focus on the opportunities ahead of us. Thank you to all the WiseTech team, our customers who work in an industry that's complex and challenging, who remain dedicated to making the world's logistics processes as seamless and efficient as possible for the world around us, and our shareholders for your continued belief in our vision and mission as supporters of our success.
Thank you to all of you for being part of this amazing journey and the exciting future ahead of us. WiseTech's strategic vision is to be the operating system for global logistics, and the momentum we're building towards achieving this vision is accelerating. We have the capability and capacity that no one else in the industry has, and we've achieved outcomes that positively impact our customers and the industries we serve. Through the consistent execution of our product-led 3P strategy, we're revolutionizing major parts of the global logistics ecosystem as we expand our capabilities across our six key development priorities. In FY24, I'm pleased to share that we delivered a strong financial result, achieving an EBITDA margin run rate of 50% in the fourth quarter, a full year ahead of schedule.
We also secured an additional five large global freight forwarder rollouts of world-leading CargoWise solution, including top 25 global freight forwarder Sinotrans, the largest freight forwarder in China, and since the year-end, we also secured Nippon Express, a top 10 global forwarder and the largest freight forwarder in Japan. Our R&D investment increased by 41% to AUD 368.2 million, representing 35% of our revenue, which delivered 1,135 new product enhancements on the CargoWise application suite. Over the past five years, we've invested over AUD 1.1 billion in R&D, delivering more than 5,600 new product enhancements, and we'll continue to invest in the capability to further accelerate our product delivery and address new markets.
We continued our focus on six key development priorities and announced three new breakthrough products that present a substantial advance in product capability: CargoWise Next, Container Transport Optimization, and ComplianceWise, and grew our global development capability with 62% of our workforce now focused on product development. We're a product-led innovator, and we have a long-term strategy of building breakthrough products to revolutionize, not simply replace. We look to find fundamental flaws, operating problems, inefficient models, and incomplete or ineffective processes, and to embed and automate improvements so that we revolutionize the industry's established models. With our breakthrough products announced at our FY24 results briefing in August this year, CargoWise Next, Container Transport Optimization, and ComplianceWise will provide a dramatically better business model embedded in the CargoWise application suite.
Joining FY24 to support our CargoWise product development priorities, we completed the acquisitions of MatchBox Exchange, which is delivering important container transport optimization capabilities to CargoWise, plus Sistemas Casa and Aktiv Data, creating customs footholds in Mexico and Finland, respectively. As a result, WiseTech's global customs platform will now cover greater than 75% of global manufactured trade flows, including countries in production and development. Our market approach is to target the top 25 global freight forwarders and top 200 global logistics providers, enabling us to benefit from large-scale global rollouts and consolidation within the logistics sector. Since FY23, in addition to Sinotrans and Nippon Express mentioned earlier, we also secured large global freight forwarder rollouts with Yamato Transport, APL Logistics, TIBA, and Grupo TLA.
We now have a total of 52 large global freight forwarder rollouts completed, and more than 50% of the top 25 global freight forwarders signed to or using CargoWise globally. The opportunity pipeline across the world's major economies is also strengthening and is especially strong across the Asian region. Importantly, many customers are continuing to build on the global rollouts by adding customs and warehouse implementations organically as they are needed or become available in CargoWise. In FY24, we delivered total revenue of AUD 1.04 billion, representing a 28% increase on FY23, driven by strong CargoWise growth, which was up 33% to AUD 880.3 million or 19% organically. This result was underpinned by 97% recurring revenue base and our consistently low attrition rate of less than 1%, which it has been for the last 12 years.
Statutory NPAT was up 24% on FY23 to AUD 262.8 million, and FY24 underlying NPAT was up 15% to AUD 283.5 million. The board declared a fully franked final dividend of AUD 0.092 per share, representing a 10% increase on the FY23 final dividend. The final FY24 dividend, coupled with the FY24 interim dividend of AUD 0.077 per share, equates to a total FY24 dividend of AUD 0.169 per share, representing a payout ratio of 20% of underlying NPAT. As noted in our FY24 results briefing, our company-wide efficiency program achieved its FY24 goal and delivered AUD 40 million in annual run rate savings with AUD 14 million net cost out in FY24. The program's now been expanded for FY25 with an updated target of AUD 50 million in annual run rate savings.
This involves extracting acquisition synergies and streamlining our processes and removing duplication to enhance our operating leverage and ensure appropriate allocation of resources to support scalability and delivery of our long-term strategic vision. At the heart of WiseTech's success lies our exceptional team of people whose diverse talents and unwavering dedication drive the company forward. Our team of more than 70 nationalities, ranging in age from 16 to 75, brings a wealth of unique perspectives and skills that foster innovation and creativity. The broad mix of experience and background is not merely a feature but a cornerstone of our vibrant and dynamic culture. It's this extraordinary team that underpins our technological leadership and global market presence, ensuring that productivity remains at the core of everything we do.
By nurturing an environment that values continuous learning and development, diversity of thought, and encourages impactful change, we continue to attract, retain, and develop top talent, solidifying our position as a leader in the industry. We take great pride in our global and inclusive workforce and the incredible talent that they embody. Approximately 32% of our employees and 43% of our board members are female as of 30 June 2024. We remain committed to encouraging and supporting more women to enter the technology and logistics industry. Our education initiatives, particularly the WiseTech-funded Earn & Learn program, have made a transformative impact on students' educational journeys by bridging the gap between academic learning and professional experience applied to knowledge and fluency. Through comprehensive support, including financial practical experience and enhanced mentorship, Earn & Learn equips students with essential skills and knowledge, ensuring their readiness for successful careers.
This initiative underscores WiseTech's dedication to nurturing talent and advancing workforce development in the dynamic tech industry. Since the Earn & Learn program launched in 2023, we've added 51 students to our cohort, bringing our total to 78 Earn & Learn associate software engineers in FY24, with women making up 31% of participants, higher than the participation rate for women in engineering and technology undergraduate degrees in Australia. Our aim is to partner with more educational institutions to broaden the program's reach and offer our Earn & Learn team members a wider range of learning opportunities. Through our registered training organization, WiseTech Academy, we're also extending industry learning opportunities. In FY24, we saw almost 16,000 courses completed by external customers via the WiseTech Academy, a 19% increase on FY23. And the number of CargoWise certified practitioners increased by 29% on FY23 to approximately 38,000.
In August this year, we announced that CargoWise certified training was free for the public, opening skills development and employment opportunities in the fast-growing logistics and supply chain industries. This year, we continued to offset 100% of our Scope 1 and 2 market-based emissions from our global operations using offsets aligned to verified carbon standards, while we continue to investigate ways to transition to clean energy sources as part of our net-zero operations pathway. We also expanded our scope through emissions inventory to account for additional relevant categories. Over time, we'll continue to develop and build on our ESG disclosures in alignment with new sustainability accounting standards. I encourage you all to read more about our FY24 sustainability performance in our sustainability report. Turning to our FY25 guidance, I'm updating our FY25 guidance.
We expect to now deliver FY25 revenue of AUD 1.2 billion-AUD 1.3 billion, representing revenue growth of 15%-25% versus FY24, with CargoWise revenue expected to grow approximately 21%-33% versus FY24. In terms of FY25 EBITDA, we expect to deliver AUD 600 million-AUD 660 million, representing EBITDA growth of between 21% and 33% versus FY24, with EBITDA margin between 50% and 51%. Over the last month since being appointed as the interim CEO role, with the board and in consultation with Richard White, we've completed a review of the company's three breakthrough products. ComplianceWise was released in 1Q25, as expected, and CargoWise Next will launch broadly on schedule.
As a result of distractions flowing from recent media attention and the organizational changes that have subsequently been implemented, the commercial launch of container transport optimization has been delayed to the second half of FY25, resulting in a delay in anticipated revenue. Importantly, the company's expectations of the long-term value of all three breakthrough products we'll create for our customers remain unchanged. In addition, we're seeking to mitigate this revenue delay through other significant initiatives, which are expected to have long-term benefit for WiseTech and our customers. For 30 years, WiseTech has been challenging the status quo, thinking of breakthrough ideas that revolutionize global logistics and continuing to build powerful software products that provide significant productivity and efficiency benefits for customers and for their customers. I'm excited about WiseTech's future and the opportunities ahead of us.
There's huge potential for solutions to fundamentally improve, enable, and empower logistics service providers and the movement of goods around the world. As a team of talented problem solvers, we're driven by these complex challenges, building the right solutions and changing the world of logistics one innovation at a time. I want to again thank all the WiseTech team for their achievements and contributions this year, and thank also to the senior management team for continuing to inspire and drive our people. And thank you to our shareholders for your continued support and being part of our vision. There's huge potential ahead of us as we continue to do what no one else in the industry is capable of doing. Thank you.
Thank you, Andrew. I'd now like to go to a short pre-recorded message from Richard White, founder and founding CEO.
Thank you, Chair.
Firstly, I'd like to address the media over the past two months. I deeply regret the impact this recent media has had on the people around me: my family, friends, loved ones, the WiseTech team, and you, our shareholders. I'm truly sorry for how this has affected each of you. While this time has been difficult and challenging, I want to assure you that this has not diminished my passion and dedication for WiseTech and what this business will achieve in the long- term. WiseTech is an amazing company, and the team at WiseTech is truly incredible. I'm extremely proud of the WiseTech team's achievement over the past 30 years. In 1994, Maree and I, along with a small team of five people that are still here today, started the company that is now known as WiseTech Global.
What was initially an idea of taking on the local Australian freight forwarding market became the global success story it is today. In 2004, when we released the new generation of our product, it was a watershed. Customers were hesitant at first. They quickly started to see the massive productivity advantages and improvements in simplicity and capability. Over the next 20 years, the WiseTech team has continued to grow globally. We released the third-generation product, CargoWise One, in 2014 and continued to build out powerful capabilities in many new markets. We are about to progressively roll out CargoWise Next, our next and fourth-generation product. There have been many moments and memories over the past 30 years that are very near and dear to my heart. Many have been critical to this company, the development of our team, and the growth of this organization.
It has been achievement after achievement for this amazing team of people. And what I have learned over the years is that if you focus on the right things, focus on the future, think long-term, and drive yourself to be passionate and determined, you'll create a successful company like WiseTech. I've always been somebody who thinks deeply about how we can do things better. And a part of the WiseTech culture is a challenger mentality, always thinking of better ways to solve problems. There are so many problems in the logistics and supply chain industry, and while a lot of people are trying to solve these problems using traditional thinking, we think differently. We build products that make a fundamental difference to the way the world works.
One of our mantras is, "Different isn't necessarily better, but better is always different." Thinking differently gives us a unique perspective, and that's why this company and team have been so successful and will continue to be successful. In deciding to step down as CEO of WiseTech and as the director of the board and take on a very product and growth-focused role, I am confident that the combination of our leadership team to continue to deliver and the depth of knowledge and expertise between all of us will continue to drive growth and innovation. While my new role as consultant is a change, I'm excited to be focused on what I'm truly passionate about and love to do, continuing to drive product innovation and business growth. I will be engaged in work that will be far more valuable for WiseTech, for our customers, and for our shareholders.
I know that WiseTech is in extremely competent and experienced hands with Andrew Cartledge stepping in as interim CEO. I have worked closely with Andrew over the past nine years and witnessed firsthand the commitment and strong belief he has in WiseTech's vision and mission. I also look forward to supporting the board and WiseTech's leadership team and contributing to WiseTech's ongoing success. The success of the company has always been because of our unique mix of technical and business skills, industry knowledge, and a drive to innovate. I am committed to continuing to help the board, the company, and Andrew and the management team drive WiseTech's growth for the long- term. I want to thank all of you for your continued belief in WiseTech and what this talented team of people is working hard to achieve. I'm looking forward to the amazing things we'll achieve together. Thank you.
Excuse me. Now to the formal business of the meeting. I understand that shareholders present today, together with their validly appointed proxies and direct votes submitted prior to the meeting, account for approximately 85% of the company's issued share capital. Voting on the items to be considered at this meeting will be by poll. Please refer to the Virtual Meeting Online Guide for instructions on how to submit your votes, as I referred to earlier in the meeting. The voting platform has opened and will remain open until about five minutes after the meeting has closed to allow you time to submit your votes. In line with good governance processes, I intend to disclose the proxy votes for each resolution. This will be done before the discussion on each item so that shareholders attending this meeting are aware of the intentions of shareholders who have voted by proxy.
As Chair, I intend to vote all available proxies in favor of each resolution. The items of business for today's meeting are set out in the Notice of Annual General Meeting. I intend to take the resolutions and supporting materials provided in the notice as read. Following each item of business, we will be taking questions relating to that item. Questions of a general nature will be addressed at the end of the formal business proceedings, and as I said earlier, we're going to allow plenty of time for that. We'll now turn to the first formal item of business to consider the financial report for the year ended 30 June 2024. We'll take questions or comments on the director's report, financial statements, and independent auditor's report.
As a board, we're constantly seeking to improve our shareholder communication, and we hope that you will take the opportunity today to engage with us and ask any questions that you may have. As previously noted, the KPMG audit partner is also available to answer any questions you may have on the audit process or the auditor's report. I ask that you reserve any question on the Remuneration Report for the next item. We'll now take questions or comments on item one, the financial statements and reports, or the business and operations of WiseTech. Are there any questions on the phone?
Chair, we are showing no questions at this time.
Thank you. Are there any written questions on the online meeting platform?
Chair, there are no written questions.
Okay. Thank you then. As a vote is not required on this item, we'll now move to the remaining items of business.
Items two to seven are each ordinary resolutions, which will be passed if more than 50% of the votes cast are voted in favor of the resolution. We'll now turn to item two, the Remuneration Report . The Corporations Act requires that the Remuneration Report is put to a vote of shareholders. The Remuneration Report can be found on pages 71-89 of our 2024 annual report and is taken as read. The board recommends that shareholders vote in favor of adopting the Remuneration Report . However, directors and key management personnel named in the report and their closely related parties cannot vote on this resolution given their personal interest. As stated in the notice of meeting, this resolution is advisory only and is non-binding.
However, the board will, of course, take the outcome of the vote and any discussion on this item into consideration when reviewing the remuneration framework for directors and senior executives. The slide now on the screen shows the proxy votes as at 10:00 A.M. on Wednesday, the 20th of November. We'll now take questions or comments on item two, the adoption of the Remuneration Report . Are there any questions on the phone?
Thank you. Yes, we have a question from Allan Goldin.
Thank you. Good morning, Allan.
Hello, Mr. Chairman. Hello, Mr. Chairman. Can you hear me?
I can. Thanks, Allan. Yeah, loud and clear.
Great. Mr. Chairman, I'm there, as you know, representing ASA, and I have proxies for 62 shareholders. Very good speech from both of you. It's very informative, and also the information about the review that has been going on and the information to date.
It's good. Great to hear that you're looking at a hybrid meeting next year. My first question, and by the way, you can ignore some that will be submitted in writing because I wasn't sure if I was going to get on or not.
Okay. Thank you.
Is the fact that you didn't have a hybrid this year, you said that it wasn't able to be changed. Why was that?
Thanks, Allan, for the question. Yes, and we saw your CEO's comments in the media, of course, about this a couple of days ago, and we do genuinely understand the position that the ASA has taken on this. And that's why we've committed to have a hybrid meeting next year.
Quite frankly, with the number of things we've been dealing with in the last few weeks, our ability to change our approach to the AGM, find a venue, get all the logistics in place in the time available, it just wasn't practical.
okay, but I do find it interesting, as I've said in my voting intentions, that you were able to, 10 days later, have a hybrid meeting where you're introducing the senior staff to everyone.
Oh, the investor day, yeah, well, the investor day has actually been planned since March. Actually, Allan, it was something that came about following me going and meeting shareholders after I took the chair, and we had a lot of feedback from shareholders that they'd like to have more access to WiseTech's senior leadership group and meet them and understand the depth of the team.
And so we actually took steps right then back in March, April, to actually put arrangements in place for the investor day. So slightly different set of circumstances in truth. So that had been in the planning. Okay.
I was interested in the Acting CEO's update, that because you have 3,500 employees. You told us that the CEO has a strong management team of 14 around him. So it's quite easy to go and move into a new phase. We have this disruption that was caused by reports concerning the CEO, which lasted for three weeks or so before he moved into his new position. Yet we're told by the CEO that the launch of the three new products, which were supposed to be happening at the beginning of 2025 or at the end of 2024, have now been delayed for six months.
If there's such a strong team, which I'm hopeful there is, why does a disruption of a few weeks result in a six-month delay?
Yes. I'll make a couple of comments on that, and then I'll ask Andrew Cartledge to do so. And Allan, I hope you don't mind, but we're just trying to bring structure to the way in which we consider the range of questions we know we're going to receive today. And I'm hoping that we can limit your questions at this point to those on the Remuneration Report , and then you'll have open forum to ask us anything else about the company that you'd like to once we've got through the items of formal business, if you're happy to do it that way. But let me answer your question now because it's a very fair question.
I mean, the truth is, while we've been working on these breakthrough products, obviously, for some time, and Andrew has indicated this morning that it's not all the breakthrough products that have been affected by this. It's particularly Container Transport Optimization. That particular product, which is the most complex and largest of the new products that we are developing, or at least that we've publicly announced that we're developing. The impacts from the disruption over recent weeks, and it's a bit more than three weeks, came at a pretty critical moment for some of the problems we were trying to solve in terms of being able to launch that product into multiple international markets, which had been part of our planning cycle.
As a result, we've had to delay some of those initiatives to later in the year, as Andrew said, and that has a flow-on consequence for our guidance. So that's the short answer. But let me invite Andrew to make any additional comments he may want to make.
Yeah. Thank you, Richard. And just to add to your comments there, and thank you for the question, Allan, as well. The media distraction really coincided with a key point in the development program for Container Transport Optimization. Richard's vision and intuition during that point was really key to completing what is a revolutionary product for the industry. And given the importance of Container Transport Optimization to the industry, we decided to take the decision to delay the launch of it into the second half.
This ensures that the required long-term benefits not only for our customers but also for WiseTech can be realized. Thank you.
Okay. Thank you.
Talk later.
Yeah, I'm sure we will. Thanks, Allan. Do we have other questions on the open mic in relation to the Rem report? Mariana?
No other phone questions, Chair.
Okay. Good. Thank you. Are there any written questions on the online meeting platform relating to the Rem report ?
We do have in regards to the Remuneration Report . Allan Goldin, ASA, you are an ASX-20 company, but you have a remuneration structure more appropriate for a startup. When are you going to have a formal structure that reflects your market size?
Thanks, Allan. I'm just pulling up our Rem report to respond to that. I don't think we agree with that characterization with respect.
As you're aware, our remuneration structure, which is different from many other listed companies, has been internationally recognized this year with an award by the Global Equity Organization. It was honored with the Best Plan Effectiveness Award. Our approach to remuneration is one of the things that the companies thought deeply about over a very long time. And as I've said to you privately, in some ways, we're surprised that more ASX-listed companies haven't looked at our Rem structure and sought to adopt it, given that if you think about remuneration as being there for two purposes: one, to fairly compensate people for their work, and secondly, to attract and retain talent. On both those measures, our existing remuneration structure has been very effective.
We also think the use of Remuneration Equity, as we call it, in addition to the Incentive Equity that we use from time to time, brings very strong alignment with shareholders' interests. And it also is long-term in nature because of the progressive vesting of our Remuneration Equity . And all of this is set out very clearly, I think, in our Remuneration Report . I'd refer shareholders who are interested in this to page 76 of our annual report and the following pages.
Chair, another question from Allan Goldin. When are incentives going to be focused on long-term actions?
Again, thank you for the question. I think I addressed that somewhat in my last statements. Because of the long-term nature of the vesting arrangements for our Remuneration Equity , we would say that it is focused on the long- term.
A question from Stephen Mayne.
Best practice is to disclose the proxies to the ASX with the formal addresses, but you've withheld them today, which is disappointing, as it leaves us debating in the dark. Are we facing a remuneration strike, and which of the proxy advisors recommended a vote against the Rem report or any other items on the agenda today? WiseTech has 24,014 shareholders, but Richard White's 38% stake will dominate voting today. In order to make retail shareholder sentiment public, will you embrace scheme-like voting disclosure in today's poll?
Again, thank you, Stephen, for the question. I suppose there are a few things to say in response to it. I mean, firstly, we have complied with legal requirements and what we believe is good and observable market practice for ASX-listed companies in disclosing the proxy votes as part of this meeting, and they're on the screen right now.
As you can see, the vote in favor of the Remuneration Report is significant. The vote against it, as of 10:00 A.M. this morning, was less than 2%. So Richard White's shareholding actually has little, if anything, to do with this.
I have another question.
Mariana, I might just check with Katrina. My understanding is actually Richard's votes have been excluded for the purposes of the Remuneration Report .
That's correct, Chair. So Stephen and shareholders, I've just confirmed with our company secretary that Richard White's shares, in fact, have been excluded for the purpose of this resolution.
Chair, actually, there are no more questions in regards to item two.
Thank you. In that case, we will now turn to item three, which is the election of Lisa Brock as a director.
Lisa joined the WiseTech board in February this year and was appointed as chair of the Audit and Risk Committee in September this year, and I should say that was always intended as part of an orderly transition from Michael Malone to Lisa, and Lisa was recruited with the intention of her becoming the audit chair after the end of this financial year. The board considers Lisa's over 20 years' experience in the transportation, infrastructure, and technology and finance sectors to be a very valuable addition to our board and will now play a short, well, we're not, in fact, going to, are you speaking or playing? We are playing. We're playing a short message from Lisa.
Good morning. I'm seeking your support for my election as an independent non-executive director of the WiseTech board.
I joined the board on 1 February 2024 and became Chair of the Audit and Risk Committee on 1 September. I'm a chartered accountant with over 20 years of experience across the transportation, technology, and finance sectors. Currently, I serve as independent non-executive director at Macquarie Technology Group, as well as Adelaide Airport. I have previously been a shareholder-nominated director on a number of boards that include StarTrack. Prior to my non-executive career, I held several senior positions at the Qantas Group, including serving as the CEO of Qantas Freight, and prior to that, I worked at Ernst & Young in the U.K. During my time at Qantas, I gained both experience working in complex, global, and highly regulated environments, as well as deep insights into the global logistics and aviation industries.
I have seen the opportunities that technology can deliver through the supply chain, and I profoundly appreciate the impact that WiseTech can have on one of the world's most important industries. In summary, I bring to the board broad governance and financial capability coupled with deep knowledge of the global supply chain. It has been a privilege to serve as a director of this company, and subject to your vote, I would be honored to continue in my role as director and Chair of the Audit and Risk Committee. Alongside my fellow directors, I'm committed to contributing to WiseTech's vision and future success. Thank you.
The board considers Lisa to be an independent director and recommends that shareholders vote in favor of Lisa's election to the board.
The slide on the screen now shows the proxy votes as at 10:00 A.M. this morning, Wednesday, 10:00 A.M. on Wednesday, the 20th of November, I beg your pardon. I'll now open the discussion and take any questions or comments on item three, the election of Lisa Brock. Are there any questions on the phone?
We are showing no questions at this time. Thank you. Are there any written questions on the online meeting platform?
We have one written question from Stephen Mayne. Christine Holman lasted 11 months on the WiseTech board before resigning in 2019. Five years later, her internal resignation memo to the board was leaked to the AFR. In this memo, she accused Richard White of sustained intimidation and bullying in the form of aggressive emails, one-on-one meetings, and public berating in both audit and risk committee meetings and board meetings.
Have either of our two new female directors up for election today, Lisa Brock and Fiona Pak-Poy, spoken to Ms. Holman? If so, what conclusions did they draw?
Thank you, Stephen. I'll invite Lisa to answer your question. And then, although we haven't got to Fiona's election yet, I'll invite her as well to make any comments she may want to add.
Yes. Thank you, Stephen. I mean, obviously, I have conducted due diligence prior to joining the board. And since I've been on the board, my experience has been one that it's been a very collaborative, very constructive environment. And I'm looking forward to continue serving the board both as an independent director and as Chair of the Audit and Risk Committee.
Thanks, Lisa. And Fiona, would you like to add anything?
Sure. Thanks, Richard. Thanks, Stephen, for the question.
I confirm I know Christine, but have just been introduced to her through mutual business contacts is quite common between the director community. Any conversations I've had with her, as they are at the board table, are private and confidential. But I also confirm, as Lisa has said, that I did my due diligence and I'm very satisfied with the level of engagement with the current board, the discussions, and the level of diligence and transparency in which all discussions have had since I joined in February. And I must also just note with Richard White until he was director as well, full transparency and disclosure. And we continue to work really hard to help drive the company forward.
Thanks, Fiona. Are there other questions?
There are no further questions.
As there are no further questions, we'll turn now to item four, the election of Fiona Pak-Poy as a director.
Fiona joined the WiseTech board in February 2024 with Lisa and was appointed as Chair of the People and Remuneration Committee in April, replacing me. The board considers Fiona's over 30 years' experience across technology and SaaS businesses, fintech and e-commerce, and healthcare a valuable addition. We'll now play a short message from Fiona.
Thank you, Chair, and good morning, shareholders.
My name is Fiona Pak-Poy. I joined the WiseTech board in February this year. I'm pleased to address you today to seek election to the board of your company for a period of three years. For more than 30 years, I've been privileged to be part of and contribute to a wide range of industries, including technology and SaaS businesses, fintech, e-commerce, and healthcare across a range of roles, including venture capitalist, strategy consultant, advisor, and director.
Engaging with businesses from ideation through to successful ASX-listed companies, I've been lucky to see and be involved in multiple facets of business operations, including IPOs, mergers and acquisitions, governance and compliance, growth and strategy, and people and culture. I have worked with public, private, government, academic, private equity, and VC entities. Passionate about problem-solving, I studied engineering at university and began my career working with our family engineering company as an R&D engineer for a manufacturing company, and then, after completing my MBA, as a strategy consultant with the Boston Consulting Group. My experience as a full-time professional non-executive director began in 2014. I currently serve on the boards of Tyro Payments Limited as Chair and Silicon Quantum Computing and Kain Lawyers as non-executive director. I'm a member of the Board of Trustees and Investment Committee of HMC Capital Fund I.
I'm also a member of the Chief Executive Women and a fellow of the Australian Institute of Company Directors. I believe my extensive experience adds to the board's diversity of perspective and brings strong skills across governance, strategy, acquisitions, growth, leadership, and risk management. In my time on the WiseTech board, I have joined the People and Remuneration Committee and assumed the position of Chair of the People and Remuneration Committee in April this year. I am committed, along with my board colleagues, to continue to evolve and enhance our governance practices and build on the unique culture that makes WiseTech a leader in the industry. I would be honored to continue to serve you as a non-executive director should I be re-elected. Thank you.
The board considers Fiona to be an independent director and recommends that shareholders vote in favor of Fiona's election to the board.
The slide on the screen now shows the proxy votes as at 10:00 A.M. on Wednesday, 20th November. And I'll open the discussion and take questions or comments on item four, Fiona Pak-Poy's election. Are there any questions on the phone?
We are currently showing no questions on the phone.
Okay. Thank you. Are there any written questions on the meeting platform?
We have a written question from Stephen Mayne. What is going on with the 10.4% vote being open on the previous re-election? Have any proxy advisors expressed concerns on any items today, including Fiona's election?
Thanks, Stephen. I must admit, I have no idea what's going on with the open vote other than perhaps it was at 10 o'clock back on Wednesday. And as far as I'm aware, no proxy advisors have raised any issues in relation to either Fiona or Lisa's election to the board.
I have one more question from Stephen Mayne. Could Fiona and the Chair comment on the recruitment process that led to her appointment to the board? Was a headhunter involved? Did the full board interview Fiona? And did they interview any other candidates? Did Fiona know any of our directors before engaging with the recruitment process? And how important was Richard White in the recruitment process?
Thanks, Stephen, for the question. And I'll do most of the heavy lifting on that and then offer Fiona the opportunity to comment. So firstly, we undertook a very extensive recruitment process through 2023, considering a range of people for appointment to the WiseTech board. I was heavily involved in that as Chair of the People Committee, as was Teresa Engelhard, who was chairing the Nomination Committee at that point. We did use an external search firm for the recruitment process.
And yes, all directors interviewed all candidates for the role, including Fiona and Lisa. I'll let Fiona answer whether she knew any of the directors before engaging with us. And Richard White was involved in the recruitment process as a director, but only as one of the directors, considering each of the shortlisted candidates. Fiona, do you want to respond to the question about whether you knew any of us?
Thanks, Richard. And just to confirm, that's exactly the process that I went through. To the extent that it's important or not, I have met Charles once. He probably doesn't remember, about 15 years ago at a breakfast. And that's it. I didn't know any of the other directors.
Thanks, Fiona. Are there any other written questions on the meeting platform?
There are no further questions.
Okay. Thank you.
As there are no further questions, we'll turn now to item five, the grant of share rights to Executive Director Maree Isaacs. Item five concerns the grant of these share rights, as I just said. We're seeking shareholder approval for the grant in the interest of transparency and good governance and to preserve the flexibility to issue new shares on vesting and exercise of share rights. The proposed grant of 2,589 share rights corresponds to Maree's financial year 2024 performance incentive of AUD 250,000. As this incentive has already been earned for performance during 2024, there are no further performance hurdles after grant. Subject to Maree remaining an employee of the group, the share rights will vest in four equal tranches, 25% immediately, 25% on each of 1 July through 2025, 2026, and 2027.
On vesting, the share rights are available to be converted into fully paid ordinary shares at the discretion of the participant. Other than delaying the grant until shareholder approval is sought, Maree's equity incentive has the same structure that applies to other senior executives in the group. The board recommends that shareholders vote in favor of this resolution. The slide on the screen now shows the proxy votes on this item. I'll now open the discussion and take any questions or comments on item five. Are there any questions on the phone?
We are showing no questions at this time.
Thank you. Are there any written questions on the online meeting platform?
There are no questions.
Thank you. As there are no further questions, we'll turn now to item six, the grant of share rights to non-executive directors under the Non-Executive Director Fee Sacrifice Share Acquisition Plan.
The company introduced the NED Plan in October 2020 to provide a mechanism for non-executive directors to invest and build their WiseTech equity holdings using their pre-tax director fees and therefore further align their interests with those of other shareholders. And I should say the WiseTech non-executive share plan is exactly the same in effect and operation with every other non-executive director share plan operating in the ASX. The key terms of the NED Plan are set out in the notice of meeting and shareholder approvals being sought in relation to ASX Listing Rule 10.14 so that shares allocated on the exercise of rights may be delivered by the issue of new shares. If shareholder approval is not obtained, the company intends to satisfy the conversion of rights with the acquisition of shares on market.
Grants of rights under the NED Plan to directors named in the 2024 Notice of Annual Meeting were approved by shareholders, I'm sorry, in the 2022 notice of meeting were approved by shareholders in November 2022. Shareholder approval is being sought under this resolution as new directors not named in the 2022 notice of annual general meeting have joined the board. I and my fellow non-executive directors cannot vote on this resolution given our personal interests. The slide on the screen now shows the proxy votes on this item. I'll open the item of business to discussion and take any questions or comments. Are there any questions on the phone?
We are showing no questions at this time.
Are there any questions online relating to this item?
There are no questions relating to this item.
Thank you. On that basis, we'll now turn to item seven, the non-executive director's remuneration.
For the purposes of Listing Rule 10.17, this item seeks shareholder approval to increase the non-executive director fee cap to AUD 3 million per annum and increase of AUD 1.2 million. For clarity, an increase to the fee cap does not automatically translate to an increase in non-executive compensation, although recent benchmarking does suggest that our directors' fees are below market given the size and complexity of the company. And this, by the way, was acknowledged in some of the proxy advisor reports that we received. The primary reason for the proposed increase to the fee cap, however, as I said earlier in the meeting, is to allow flexibility to increase the size of the board, given that we're already a small board and smaller now that Richard White has stepped down.
We also believe that it may be timely to consider the appointment of an international director to the WiseTech board.
The slide now on the screen shows the proxy votes. I'll open the discussion and take any questions or comments on item seven, the non-executive director remuneration fee pool increase. Are there any questions on the phone?
We are showing no questions at this time.
Thank you.
Are there any questions on the online platform?
We have a question from Stephen Mayne. The Chair referred to a special exertion allowance for directors in his formal address today, partly because some directors, including the Chair, are cutting back their other duties to focus on sorting the governance issues around the founders' behavior. How is this special exertion allowance going to be calculated, and how long is it expected to run for? Is it an hourly rate or day rate formula, and what will trigger an end to these special exertion payments to some directors?
Will any of our NEDs miss out on these payments?
Thank you, Stephen. I'll take each of those points in order, if I may. Obviously, details of the special exertion arrangements will be disclosed in next year's annual report. But to answer the question, the exertion arrangements are not being paid because we're cutting back on our other duties. I had already decided to relinquish a couple of board roles, and the timing was fortuitous given the amount of work that's been required in recent weeks to attend to the situation.
What's really clear to me as I look at where we are in the evolution of the company is that this change to Richard's role, Andrew coming into the interim CEO's role with Caroline, the recruitment of a new CEO, the bedding in of this new operating model and making sure it's successful, something that I said earlier in the speech is clearly the board's responsibility, is going to take a lot of time. And speaking for myself, I'm willing to commit that time. In circumstances such as these, it's not at all unusual for there to be an exertion allowance paid. And it's going to be paid essentially on a monthly additional amount basis and only for so long as it's appropriate. I think we're all keen to get into steady state and back to business as usual as quickly as we can.
This is an absolutely critical juncture, I think we'd all agree, in the life of WiseTech. Ensuring that it all beds down effectively and is successful is absolutely the board's highest priority right now. To answer your other questions, a number of the directors have indicated they either don't wish to receive an exertion fee or because they're not as heavily involved and not spending as much time, the board's assessed that it's not appropriate that they do so. So the exertion fees, as presently assessed, will only be paid to me, to Fiona, and to Lisa. There are no further questions. Okay. Before we go to further general questions, I'd like to respond to a question submitted prior to the meeting in relation to the recent media report.
There have been reports of former Chief Growth Officer Gail Williamson being paid AUD 2.7 million, which was not disclosed to shareholders, which this is I'm just reciting the question here, which is in breach of the Corporations Act. What are the full details of this payment, including the reasons for it? Further, has Richard White made other payments to WiseTech key management personnel, which should have been disclosed but were not? Seyfarth Shaw considered the process and assessment of KMP disclosures since listing, and we've said something about that in our separate board review released today. KMP assessments are made each year by the People and Remuneration Committee and reviewed by WiseTech's auditors. The board previously received advice in relation to this matter.
While it's acknowledged that this was a matter of debate between directors at the time, the decision and rationale of the board and engagement with external auditors was reviewed, and Seyfarth Shaw has indicated that it's satisfied that there was consideration of the appropriate criteria, and there is no requirement to alter KMP disclosures or assessment of any personnel as it was made at the time. And I should say, therefore, the company complied with law. Practices for assessment of KMP positions have evolved over the period since listing. Are there any further general questions on the phone?
Yes, we do have a follow-up question from Allan Goldin. Please go ahead.
Thanks, Allan. Good morning again.
Good morning, Mr. Chair. The question Stephen asked, and I was going to wait till the general business for it.
On the executive payment, I particularly understand over the last month or six weeks that the three of you have been very involved, much more so than normal. But I would have thought with this transition now, with Mr. White moving into the consultancy, we have an acting CEO there for at least a year who's very experienced in the company. I don't quite understand why you think the three of you are going to have a lot more work to do. Do you anticipate some more difficulties, or I'm curious? Yeah.
Thank you. Thanks, Allan, for the question. I mean, we make our best assessment of what's going to be needed, obviously, from each director in the ordinary course. As you know, my colleague Lisa Brock is overseeing the board review. And while that work has advanced well, it's still ongoing.
And that is clearly additional to the day-to-day responsibilities of an audit chair. Likewise, the people and culture aspects of the response to the situation that we've been in in recent weeks has consumed and I think will consume quite a lot of Fiona's time in coming months. And the board's assessment and my own is that this is a time where my activity around the company needs to be significantly higher than is usual. And I have engaged extensively with shareholders in recent months. And there's been, I think it's fair to say, a general view that shareholders welcome that higher level of involvement. So the exertion fees, I mentioned them because we want to be completely transparent about this and not surprise people next year when they see the Remuneration Report . But none of us has any intention to draw exertion fees for longer than we need to.
Look, it's not the amounts that I'm questioning. In fact, I think the three of you have been doing an excellent job in a very difficult circumstance. I just thought that we're now moving into this new phase, an ongoing phase. Yes, you're going to have to find a new CEO, and you're going to have to find a new CFO, which is going to be a little shorter period than you normally would be looking at. But yeah, look, I'm more concerned. Did you feel that there were further cultural problems or you could see that there were some other problems brewing?
No, no. It's not responsive to that. But we're working very collaboratively with the management team to evolve the company, as we've talked about, as I talked about in my speech at some length.
One of the things I would say is that, and I've said this to shareholders in my engagement with them, and I think, Allan, to you as well when we met, the transition from a founder-led firm for 30 years to a different operating model is not something that you can flick a switch on. It requires careful judgment and thought about how to evolve the management processes in the company. It's quite appropriate, I think, and indeed in shareholders' interests, that the board takes a very active role through that period as we look to get those settings right.
Okay. Yeah, that's good. Thank you very much. Thank you. Are there any other general questions on the phone?
No further questions on the phone. Thank you.
Okay. Thank you. Are there general written questions on the online meeting platform? I suspect the answer to that may be yes.
Yes, there are. First question from Stephen Mayne. Could Chair Richard Dammery please detail his pathway onto the WiseTech board three years ago, the process that was undertaken to select him as chair 12 months ago, and the history of his relationship with founder Richard White? Could Mr. Dammery also please detail the biggest changes in board process, delegations, reporting lines, and governance that he has implemented since becoming chair? Could Mr. White please comment as to whether Mr. Dammery is more or less hands-on than his predecessor and whether he's happy with the chair succession?
Thanks, Stephen, for your question. Let me step through again because there are a number of points there, obviously. But thank you for grouping them together. That's helpful.
The process of me coming onto the WiseTech board was very similar to the one that we described for the directors who we appointed earlier this year. There was a search process. There were lots of discussions, which took, I think, from memory, about six months. Michael Malone and I were both recruited at the same time, which ended up being, I think, a good process for both of us because we got to do a lot of our diligence together and got to know each other in the process. I was ultimately invited to join the board in the way that normally happens with these things after an extended process. In terms of my process to become the chair, again, it was a standard process. When Andrew Harrison indicated that he was going to step down, the board met and had discussion about who should be the chair.
I was supported by my colleagues unanimously. I thank them greatly for that. I hope they feel I'm doing an okay job. In terms of the history of my relationship with Richard White, I didn't have one. I didn't know Richard until I met him during the interviewing process at the time I was approached to join the board. In terms of the biggest changes in board process, delegations, reporting lines, and governance, it's hard to know where to begin. The first thing I'd say is, as a board, we've spent some time this year thinking about what a high-performance board for WiseTech looks like. That's a nuanced question because, as I alluded to in my speech, a high-performance board for WiseTech probably means something different from a high-performance board for the Commonwealth Bank or a large insurance company or a utility.
We actually have committed quite a lot of time to thinking about this issue, how to govern a founder-led firm and now how to govern, to Allan Goldin's question, a founder-originated firm where we're transitioning to a different management structure. All of those things imply changes to board process. Certainly in relation to the recently announced changes, ultimately changes to delegations and reporting lines and all of those things, that's all part of the rich tapestry that we need to work our way through. I certainly haven't sought to make any radical changes. It's been a process, as I think it should be, of evolving the governance of the organization to ensure that my colleagues and I feel like we're doing a good job.
That work will continue, informed by the advice we receive from Herbert Smith Freehills and Seyfarth Shaw and our own assessment of how we can do a better job as a board for our shareholders. In relation to Richard commenting on whether he is happy with me, I don't know if he's online and I think has a live link. Are you there, Richard?
I am. Would you like to make a comment on whether you're happy with me or not?
Well, I think there's the characteristic, first of all. The difference between you and Andrew Harrison, there are differences. It's mostly stylistic. I had a very good relationship with Andrew Harrison, and I have a very good relationship with you, and I have a very good relationship with all of the board.
All of you know that I don't have any problems in speaking strongly about what I think is right for the company. And you've always accepted that, and you've always pushed back reasonably when we've had those intellectual debates. And they are intellectual debates. I've never taken the view that I need to push or harass or do anything else other than speak logically and intellectually. And I particularly like the intellectual debate that we have. And I have that with the whole of the board. I'm happy with both our prior chair and the current chair.
Thanks. Thanks, Richard. Appreciate that. Okay. So other general questions on the online platform?
We have a question from Allan Goldin, ASA, holding proxies for 62 shareholders. So many accusations, bullying, suppliers, interpersonal relationship with CEO, staff sexual relationship with CEO, personal behavior in conflict with company culture, class actions.
Exactly how many investigations are underway? Which external experts are leading this investigation?
Thanks, Allan. Well, I'm not sure I would necessarily agree with the characterization of your question respectfully. So many accusations. There haven't been many accusations of bullying aside from the suggestion in Christine Holman's resignation letter, which was properly examined by the board at the time, as outlined in our statement to the market today about the conduct of the board review. I'm not aware of any material other bullying allegations. In terms of personal relationships, again, we've spoken to that in the market announcement that we made today. We have a Close Relationships Policy as part of our code of conduct. We expect from all our executives, including our former chief executive, full and transparent disclosure when relationships of that kind may exist.
As we've said in the announcement this morning, Seyfarth Shaw has examined this and has found that there was no failure of disclosure. In terms of external experts, obviously, Herbert Smith Freehills, Seyfarth Shaw, and as we've referenced today, McGrathNicol in relation to certain forensic accounting work.
Chair, we have another question from Stephen Mayne. The share price has tumbled 14% this morning after today's profit warning. Is it really credible to blame these delayed product launches on media distractions? And why was this announcement delayed until the morning of the AGM? When did the board formally make the decision to delay the product launches, and was this Richard White's idea? How central is Mr. White to this particular product launch, and will the key man risk around Mr. White recede once we have these products in the market next year?
Thanks, Stephen, for your question.
Obviously, having been in the meeting since 10:00 A.M., I haven't been focusing on the share price response to our announcements today. But it's absolutely credible to explain our adjustment to guidance today by reference to the delay in the product launches. And it's absolutely credible to reference the delay to the distraction and other issues that the company's been having to address over recent weeks. Our process to get to that point has been, as you would expect, a very considered one and thoughtful one. We finalized our view on market guidance at about quarter to 10:00 P.M. last night. So we've been working our way through very diligently our understanding of where the product development activity has got to, sensibly when those products can actually find their way into the market, thinking about likely customer response and take-up and the timing of that.
That obviously all sums up to our best estimate of what we think will be achieved this year. That's the guidance that we've given today.
Chair, there is a question from Dan Shan. How will the future USA tariffs generally impact on the company revenue? For example, if USA imposes a 100% tariff on Chinese goods?
Thanks, Dan. I'll ask Andrew Cartledge to respond to that question.
Thank you, Richard. Thank you for the question, Dan. Look, I think any time that supply chains become more complex or regulations are imposed in the industry that place extra compliance regulations and routines on our customers, it's an area that we play a significant role in helping our customers to be able to manage through that situation.
The power of CargoWise allows us to adapt the system to be able to deal with the challenges that we have. That not only helps our existing customers to deal with any changing conditions in supply chain, but it also attracts new customers to the platform over the long- term.
Chair, we have a question from Martin Ruffley. Is it possible to identify the underlying shareholders behind HSBC Custody Nominees and J.P. Morgan Nominees and their association with the company?
Thank you for the question. Unless somebody sitting at the table with me has a better view, I'm not aware of how I'm not able to do that today. Does anybody else have information that could shed light on that? No, I'm sorry. We can't do so.
Chair, I have a question from Stephen Mayne.
Richard White remains our largest shareholder with an arguably controlling 38% stake, particularly given some other major shareholders, our long-term associates and friends. Richard has been steadily selling down his stake in recent years. Could he explain how this has been handled and whether this process and scale of sales will continue going forward? Wouldn't it be better if he sold down a much bigger chunk and relinquished control?
Stephen, thank you for the question. I think we need to distinguish Richard's role as founder and founding CEO from his role as a shareholder and how he approaches his shareholding, I think, is largely a private matter. I'll give him the opportunity to comment if he'd like to. But from the board's perspective, Richard has had in place essentially a programmatic share sale program, which means that the value of the stake being sold at regular intervals is predictable.
We believe that's appropriate in terms of operation of an orderly market. As to his future intentions, only he can comment on those. I don't think he should feel obliged to do so. Richard, would you like to make any comment on that?
Yes. First of all, I've always taken the view that a gentle, orderly, predictable sell down is an appropriate thing for somebody who has a large stake and who is a founder and a creator of the company. I continue to have that view. I also continue to have the view that I will remain a substantial shareholder for the very long- term.
Okay. Thank you, Richard. That's clear. Do we have other written questions on the meeting platform? We have no further questions. Okay. Thank you.
So as we've now concluded all the items of business, I'd like to remind you to submit your votes via the online platform, which will remain open for about five minutes after the close of the meeting. The results of the poll will be announced via the ASX platform and posted on our website this afternoon. That concludes the business of the meeting. I'd like to thank shareholders for your attendance and participation, and I declare this meeting closed.