WiseTech Global Limited (ASX:WTC)
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AGM 2020

Nov 25, 2020

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Good morning, and thank you for attending WiseTech's Annual General Meeting. I am Andrew Harrison, the Chair of the Board of WiseTech Global, and I will be serving as Chair for this meeting. On behalf of WiseTech Global, I welcome shareholders joining us at this virtual meeting. While this virtual online format may be the new normal for some shareholders, I appreciate that others may be less familiar. We have provided a virtual meeting online guide, which provides step-by-step instructions on how to vote and submit questions via the online platform. You can access the online guide from the WiseTech Global website, wisetechglobal.com, by selecting Investors and then Annual General Meetings. Registered shareholders can lodge their votes at any time during the meeting, and the Ask a Question module is now open if you wish to start typing.

When we get to each item of business, a moderator will read the relevant questions to the meeting. 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. Before we begin the proceedings, I would like to acknowledge and pay respect to the traditional owners of the lands on which we meet today. For those of us in this room with me, this is the Gadigal people of the Eora Nation. I also acknowledge and pay respect to the traditional owners on the various lands from which you are joining and pay respect to the elders past, present, and emerging.

I would like to introduce those directors and officers who are attending the meeting today: our Company Secretary, David Rippon, who will serve as Secretary of the meeting, and Executive Directors and Founders, Richard White and Maree Isaacs, and Non-Executive Directors, Teresa Engelhard, Charles Gibbon, Mike Gregg, and Arlene Tansey. Also joining us today is Caoimhe Toouli from our auditors, KPMG. There will be an opportunity to ask questions of auditor as regards the audit process later in the meeting. Notice of this meeting was provided to all shareholders, and the Company Secretariat has advised that we have a quorum present. Accordingly, I can confirm that this meeting has been properly convened. Before we commence the formal items of business, I would like to take the opportunity to say a few words about our company and the operation of the board.

I will then hand over to our Founder and CEO, Richard White, who will talk about the business. 2020 was a strong year for WiseTech, despite the extraordinary health and economic challenges that COVID-19 posed. Today, I will touch on our financial performance, solid capital position, and governance framework before I hand over to our Chief Executive and Founder, Richard White, who will provide further detail on our strategic progress, in particular the strong momentum we are gaining in increasing our market penetration. To begin with, it is worth noting that the 2020 financial year has been like no other. The impact of the pandemic was felt sharply across global supply chains. Our early visibility into disruption of trade flows enabled us to respond rapidly and decisively.

As noted at the time of our first half 2020 results, the unexpected outbreak of COVID-19 and the ensuing lockdown restrictions had a distinct negative flow-on effect on industrial production output and supply chains, resulting in a temporary slowing of. Continues to be keeping our people, partners, and the communities in which we operate as safe and productive as possible. I'm pleased to report that we were able to move our teams seamlessly to remote working and achieve increased productivity and innovation, as well as strong growth in high-quality revenue throughout FY 2020. I am incredibly proud of the way in which our people have navigated the difficult operating environment, displaying resilience and dedication to ensure our customers could continue to be productive and keep global supply chains moving. By June, we saw the commencement of a moderate recovery, with momentum improving and continuing in July.

Year to date in FY 2021, we are seeing CargoWise user numbers and transaction volumes trending upwards and above historical averages. In terms of the remainder of FY 2021, we are seeing customers remain cautious given the resurgence in COVID-19 infections in Europe and the U.S. Important short-term indicators for us will be the holiday period volumes on the upside, and on the downside, current and possible future COVID-19 lockdowns in major markets, as well as any adverse impact on demand resulting from the ending of government stimulus measures. What has been encouraging throughout this period is the continuing demand amongst CargoWise's larger customers for the acceleration of development and delivery of customer co-funded product enhancements to better navigate the logistical challenges posed during the pandemic, which Richard will talk to shortly in his address.

In terms of financial performance, despite the challenges of the COVID-19 pandemic, WiseTech reported another year of strong growth, delivering record revenue and EBITDA in line with our guidance. WiseTech generated AUD 429.4 million in revenue in FY 2020, representing growth of 23% year- on- year. Our core CargoWise offering continued to excel, delivering revenue of AUD 263 million, up 20% on FY 2019, driven by new customer signings and increased usage by existing customers. Our strategic acquisitions also provided a strong contribution to our FY 2020 performance. Revenue from acquisitions was up 29% year- on- year to AUD 166.4 million, including the five strategic acquisitions across North America, South Korea, Switzerland, and Poland we completed in FY 2020. Importantly, our strategic acquisitions have enabled us to extend our market reach by increasing our penetration of the USD 13 trillion global logistics and supply chain market.

From an earnings perspective, we continue to perform strongly. FY 2020 EBITDA increased 17% to AUD 126.7 million, and our EBITDA margin was strong at 30%, reflecting continued revenue growth and cost savings generated in the second half of FY 2020. I note that throughout FY 2020 and to date in FY 2021, we have not received any material benefit from any COVID-19 government support programs globally. Our statutory net profit after tax, or NPAT, for the year was up 197% at AUD 160.8 million. This includes a non-cash, non-taxed fair value gain of AUD 111 million from restructuring the earnout obligations relating to 22 of our acquisitions and other adjustments, which Richard will cover shortly. Excluding this fair value gain and AUD 2.99 million of contingent consideration interest unwind, which is net of tax, our FY 2020 underlying NPAT was flat at AUD 52.6 million.

This result reflects increased depreciation amortization expenses in FY 2020 due to our increased investment in R&D and the amortization from acquisition product development. We closed the financial year in a very strong position with cash and cash equivalents of AUD 223.7 million and no outstanding debt. Our business generated operating cash flows of AUD 146.3 million in FY 2020, and we have access to a AUD 190 million undrawn debt facility with an additional AUD 200 million accordion facility, providing us with AUD 390 million of financial headroom to continue to invest in our technology and pursue future growth opportunities. A fully franked final dividend of 1.6 cents per share was paid on the 2nd of October 2020. Coupled with the FY 2020 interim dividend of 1.7 cents per share, WiseTech's total FY 2020 dividend was 3.3 cents per share, representing a payout ratio of 20% of underlying NPAT.

We continue to offer a dividend reinvestment plan that enables eligible shareholders to reinvest their dividends to acquire additional WiseTech shares, and our ongoing policy is to target a dividend payout ratio of up to 20% of NPAT. Turning now to developments with your board, which continues to evolve in order to best support WiseTech's needs as we extend our technology leadership position globally, enter new markets, and grow. I said in my address last year that we were working on recruiting new directors as part of our ongoing process of board renewal and that I expected to appoint new directors in 2020. On the 1st of June 2020, we appointed Arlene Tansey as an additional independent Non-Executive Director to the board. Arlene brings extensive ASX-listed governance experience, corporate expertise, and financial acumen, as well as international experience in financial services and investment banking over a 30-year career.

Arlene has made a valuable contribution in a very short period of time and was appointed Chair of the Audit Committee in October. Over the next 12 months, we expect to add further depth to the board through the appointment of an additional independent Non-Executive Director to support the business's long-term growth strategy. The board places significant importance on corporate social responsibility, culture, governance, and accountability. We are committed to ensuring that high corporate governance standards are achieved. Our corporate governance policies and practices are set out in our corporate governance statement, which is available in our annual report and on our website. The board believes that to have a sustainable business, WiseTech needs to continue to make a positive contribution to the communities that it is part of.

Our technology solutions have an important role to play in solving the complex pain points of the logistics industry and improving resource usage. Underpinned by our culture of enablement and empowerment, we are committed to improving the global logistics industry through our technology. With a team of approximately 2,000 people globally, spanning more than 60 nationalities and ranging in age from 18 to more than 75 years, we are proud of our highly diverse and inclusive workforce. At WiseTech, 33% of our employees and 43% of our board are female, and we remain dedicated to encouraging and supporting more women to enter the technology and logistics industries. Before I hand over to Richard, I would like to take the opportunity to thank each and every one of our employees for their outstanding contributions throughout the year.

As I mentioned earlier, 2020 has been an extraordinarily challenging year, and our team has been instrumental in achieving our strong FY 2020 performance and positioning our company for future growth. I would also like to acknowledge our CEO and Founder, Richard White, for his exceptional leadership and vision through the crisis, and recognize the tireless work of his management team in ensuring WiseTech could navigate and prosper in the extraordinary COVID-19 operating environment. I extend my thanks to all directors for their continued commitment and insights from decades of experience, which is particularly valuable in these uncertain times. Finally, I would like to thank you, our shareholders, for your continued support and investment in WiseTech. I'll now hand over to Richard.

Richard White
Founder and CEO, WiseTech Global

Thank you, Andrew, and good morning, everyone.

I would like to start by recognizing the challenges that the COVID-19 pandemic has posed throughout the year and the dedication, capability, and resilience of the WiseTech team in addressing these challenges, continuing to service our customers and delivering on our mission during this unprecedented period. I am incredibly proud to be a part of the WiseTech team. As COVID-19 swept across the world, the logistics industry and the technology we provide became of critical importance. Our real-time data sets allowed us to be amongst the first to call out the dramatic impact of COVID-19 on global trade and the likely impact on all of us. Importantly, our platforms and data centers provided critical support to our customers across the world, and our people exemplified our culture by going above and beyond in servicing our customers and delivering significant product outcomes and productivity increases.

Throughout this challenging period, we took rapid, necessary action to prioritize critical technology development, improve cost efficiencies, safeguard our financial strength, and continue to build our competitive position. Our ability to deliver FY 2020 revenue growth of 23% and EBITDA growth of 17% in line with our guidance, despite the disruption of the pandemic, is a testament to the strength of our business model and the unique customer value proposition. Importantly, we remained committed to continuing to invest in innovation. Our R&D investment increased by 41% in FY 2020 to AUD 159.1 million, representing 37% of our revenue and enabling us to deliver over 1,100 new product features and enhancements to our CargoWise platform, an increase of 32% on last year. These enhancements are enabling us to increase scalability, expand our addressable market, and grow our technology lead at a rapid rate.

Over the last five years, we have invested AUD 438 million in product development and innovation, building R&D capability in our global teams across 40 development centers. Our technology delivers data visibility across the entire supply chain, automation, and deep integration on a single platform, resulting in demand for our offering gaining momentum. While it took us more than a decade to sign up our first seven global customers, we have been gaining pace in recent times, with six new global customers signed since January 2020: Aramex, Seafrigo, a. hartrodt, cargo-partner, and top 25 freight forwarders Hellmann Worldwide Logistics and CEVA Logistics, all of which have committed to CargoWise global rollouts. These recent signings are in addition to our 17 existing global rollout customers, which include the world's largest logistics organizations, DHL Global Forwarding, DSV Panalpina, and Bolloré.

Given large global customers take multiple years to roll out the CargoWise platform across their sites, usage and transaction revenues are expected to continue to grow over time. Complementing our investment in R&D has been our strategic acquisition program. In recent years, we have completed over 40 acquisitions. These tightly targeted acquisitions have delivered significant product development resources and knowledge to optimize our technology pipeline and expand our global geographic footprint by adding global engines, data sets, and adjacent technologies. In FY 2020, COVID-19 provided the impetus for us to renegotiate and/or fully or partially close out the earnout obligations for 22 of our acquisitions by replacing nearly all cash payments with equity. This has not only improved liquidity but has also better aligned these acquisitions to the CargoWise technology pipeline. Our acquisition integration is a multi-stage, multi-year process.

The operational integration of most acquisition assets is well progressed, with the focus now on leveraging the acquired technology and skill sets to expand the CargoWise platform with native components, to expand our total addressable marketplace, and to convert acquired customers onto the CargoWise platform. The final stage of integration will involve taking actions to deliver operational and cost efficiencies, including eliminating duplication and inefficiencies across all functions, growing revenues, enhancing margins, and bringing all our acquired platforms into our data centers. Having completed over 40 acquisitions, we have now assembled significant resources and development capability to fuel our CargoWise technology pipeline and therefore intend to slow this targeted acquisition activity in the near term. Looking ahead, never before have logistics and the global supply chain been more critical and visible in ensuring the movement of goods around the world.

Despite the challenges posed by COVID-19 in terms of initial severe disruption to supply chains, the pandemic has provided our business with a unique opportunity. It has accelerated the long-term trend away from legacy systems with bolt-together micro-point applications and inherent complexities and cybersecurity risks towards integrated global technology that facilitates the ability of logistics providers to navigate the new world normal. WiseTech is ideally placed to address this growing demand. Our CargoWise offering provides a highly integrated, fully digital global logistics execution platform that increases productivity and visibility and provides functional depth and rich data-driven automation. This enables our customers to better plan, visualize, and control their global operations while mitigating risk and facilitating regulatory compliance.

The move to working remotely has further reinforced our value proposition, with many of our customers moving swiftly and successfully to a work-from-home environment facilitated by our product capabilities and ease of remote access. With these structural changes in mind, we are taking clear steps to build upon our solid foundation for future growth. Given our market position, product strength, and industry tailwinds from COVID-19 pressures, we are focused on product, penetration, and profitability. Over the next three years, we will concentrate on expanding our technology lead by realigning additional resources to our CargoWise product suite. We will accelerate key native customs projects, prioritizing the largest markets and major customer pain points first. A key focus will be executing 30 geographic customs and border compliance software builds native into CargoWise, along with powerful new engines, modules, and thousands more features to drive further the evolution of the CargoWise platform.

We will drive market penetration by refining and focusing our high-performance sales team to drive further global rollouts across the top 25 global freight forwarders and the top 200 logistics providers. This will be complemented by our significant channel partner footprint across 46 countries, which is focused on referring, promoting, or implementing our platform and supporting our global rollouts in expansion activities. In addition, our continued digital-first approach will further expand digital sales tools and processes for our valuable customers and key markets. We have a solid financial foundation, which we will build upon by focusing on driving profitability across our global operations. This will include automating our manual customer-facing and internal functions that are high volume and automatable via a self-service portal. We will also remove duplication and centralize or regionalize where possible and align product teams to key development resources and scale in Sydney to drive operational efficiencies.

Looking ahead, with penetration of automated, truly global logistics solutions still in the very early stages, WiseTech's opportunity for growth is vast. We believe CargoWise is the market-leading platform for global logistics execution and is well positioned to strengthen its position in the global market over the near and long term. Notwithstanding the unprecedented challenges of COVID-19, our business has remained resilient, delivering solid revenue and EBITDA growth in FY 2020 in line with our guidance. Since June, we have seen a recovery, with momentum improving and continuing in FY 2021. By the end of July, CargoWise user numbers were close to the pre-COVID-19 levels and have since been trending upwards and above historical averages. While this is very encouraging, we nonetheless remain cautious given the ongoing and longer-term impacts of COVID-19 are still not completely predictable.

We have provided FY 2021 guidance subject to the assumptions set out in detail in our FY 2020 results presentation. Based on these assumptions and subject to no material adverse events, we expect FY 2021 revenue to grow between 9% and 19% to AUD 470 million- AUD 510 million and our EBITDA to grow between 22%- 42% to AUD 155 million- AUD 180 million. As I mentioned earlier, longer-term COVID-19 market disruptions have provided a tailwind for growing our market share as the need for digitalization across the global logistics execution market accelerates and significantly increases the value and demand for CargoWise. Within this environment, we are seeing increased demand among large global logistics service providers for our technological and digital solutions that drive efficiencies and productivity improvements. I will leave you with this key message: our vision is unwavering.

We are building a world-leading organization with a clear goal to empower and enable the world's supply chains. There has never been a greater need for end-to-end digitized, globally integrated logistics technology that CargoWise provides and that we are ideally positioned to deliver to continue the growth and market penetration of the business. We have a well-considered and comprehensive strategy, which, coupled with our strong balance sheet and robust cash flows, means we have the significant financial firepower to fund our growth. Our product pipeline and R&D program will ensure we have a competitive edge and a significant opportunity to continue to improve margins and profitability. On behalf of the WiseTech Global team, I thank each of our shareholders for your investment and support. We have an exciting future with many growth opportunities ahead of us, and the entire WiseTech Global team and I are committed to our long-term vision.

I will now hand back to Andrew for the formal business of the meeting.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you, Richard. And now to the formal business of the meeting. I understand that shareholders present today, together with validly appointed proxies and direct votes submitted prior to the meeting, account for over 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. The voting platform is open now and will remain open until a few minutes after the meeting has closed to allow time for you to submit your votes. In line with good governance practices, 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 for 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. We will now turn to the first formal item of business to consider the financial report for the year ended 30 June 2020. We will take questions or comments on the director's report, financial statements, and independent auditor's report. As a board, we are constantly seeking to improve 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 will be available to answer any questions you may have on the audit process or on the auditor's report. I ask that you reserve any questions on the remuneration report for the next item. Are there any questions or comments on item one, the financial statements and reports, or the business and operations of WiseTech?

Operator

Thank you, Chair. To start, we have three questions from the Australian Shareholders Association. How do you see COVID-19 or other pandemics in the future threatening WiseTech?

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Well, thank you for the question, and I must say thank you also to Mary and Pamela, who are our monitors from the ASA and the work that they do in relation to our company. Now, in answer to your question, of course, pandemics such as COVID-19 affect all businesses globally.

Now, notwithstanding that and the challenges, WiseTech had a solid year posting good growth in both revenue and EBITDA. As Richard noted in his address, we initially did see some slowing in global logistics markets and the movements in goods, but since June, we've seen a recovery which is improving and continuing into FY 2021. I think it's important to note that COVID-19 does provide some longer-term tailwinds for the business as it is accelerating a number of our clients' desires to digitize and automate their processes, and that is a good opportunity for WiseTech Global and its core product, CargoWise.

Operator

With trade wars and countries like U.S.A. becoming more insular, how will this affect operations?

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Again, thanks for the question. Trade wars have always been part of the international landscape, but goods, however, continue to move.

One thing that trade wars and events such as Brexit do do, though, is increase complexity on the regulatory front, and these sort of cause pain points for our customers and logistics providers. And that, in turn, actually provides an opportunity for WiseTech and its core CargoWise product to help customers solve those pain points.

Operator

We noticed the founder sold a significant parcel of shares this year. Why was that?

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

We disclosed in a release to the ASX on the 3rd of September that Richard had informed the board that he did intend to sell a very small portion of his shareholding. The reasons for that were to diversify his asset base and also to increase the liquidity in WiseTech shares. He currently controls around 147 million WiseTech shares, which is about 45.5% of the voting power.

The current sell-down program, as per the notice, will continue to 31 December. I think, importantly, Richard has confirmed to the board his commitment to WiseTech as CEO and as a substantial shareholder.

Operator

Chair, the next shareholder question. Looking to the long term, a number of supply chain players are exploring the potential of blockchain as a disruptive technology in supply chain management. Is WiseTech engaged in this arena? Does blockchain represent an opportunity or a threat to the WiseTech platform?

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you for that very thoughtful question. I might ask Richard to provide some comments on that.

Richard White
Founder and CEO, WiseTech Global

Certainly, Chair. We obviously have a wide set of technologies that we use and investigate, and we are constantly updating our understanding of those technologies. I particularly spent a lot of time on blockchain.

We have had some experimental projects that use blockchain, but most of the claimed advantages of blockchain are yet to be seen in any real commercial sense. And while it is a very interesting and important technology, it is just one of many technologies. Most of the things that we've been able to achieve that would otherwise be built on blockchain are already built on our technology architecture as it is. But we will always be interested in seeing where distributed ledgers, really, rather than blockchain, are going to take their form and drive commercial opportunities and outcomes. But we don't see them either as a threat or as an opportunity, but just a tool that you use in order to build great software.

Operator

The next shareholder question. What technology were your new global clients using prior to taking up WiseTech? Is WiseTech replacing systems within their organizations, or are they using WiseTech's technology in addition to their existing systems and technology?

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Again, thank you to that question. There are a variety of situations that precede our sale of technology to new customers. But again, I think I might ask Richard to provide some additional color here.

Richard White
Founder and CEO, WiseTech Global

Thank you again. Thanks for the question. This industry has been around for a long time and was a very early adopter of technologies that really started becoming prevalent in the late 1970s and 1980s. Many of the customers that we have been converting have been coming off very old legacy platforms that have been built decades ago. There is a variety of technologies that are involved, but let's call those aging legacy platforms. In our global rollouts, we typically replace those platforms in a kind of fade-in, fade-out structure.

That means that the customer usually takes on the product at CargoWise in a particular location, usually a single country, and then implements a few in pilot phase and then starts implementing more completely across the globe and then transitions to the full CargoWise rollout, removing all or almost all of the not just the legacy platform, but of these micro-point systems that have been bolted together around that legacy platform to keep it able to operate on current business. Often, we remove tens or hundreds of platforms and replace it with a single CargoWise One implementation.

Operator

Our next shareholder question. Re-R&D spend going forward. You're currently at 37% of revenue. What is your percentage guess longer term, especially if revenue is growing?

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Again, thank you for the question. Clearly, investing in R&D is how we continue to drive long-term growth.

To your question as to a percentage, I think it's fair to say that as a percentage of revenue, we would expect our investment in R&D to remain broadly in the range that we saw last year going forward. Are there any further questions?

Operator

There are no further questions for this item.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you. I believe that covers the discussion on this topic, and thank you for those questions. As a vote is not required on this item, we'll now move on to the remaining items of business. Items two to six are all ordinary resolutions, which will be passed if more than 50% of the votes cast are in favor of the resolution. We will 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 51 to 64 of our 2020 annual report and is taken as read. The board, with co-founders and executive directors Richard and Maree abstaining, 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 take the outcome of the vote and any discussion on this item into consideration when reviewing the remuneration policy for directors and senior executives. The slide now on screen shows the proxy votes as at 10:00 A.M. on Tuesday, 24 November. Are there any questions or comments on item two, the adoption of the remuneration report?

Operator

There are no questions, Chair.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you.

We will now turn to item three, the re-election of director Maree Isaacs. Maree co-founded WiseTech Global with Richard in 1994 and has been an executive director since 1996. In her executive capacity, Maree is head of license management, and she is also a company secretary of WiseTech Global. I will now ask Maree to say a few words to the meeting.

Maree Isaacs
Executive Director, Co-founder, and Head of License Management, WiseTech Global

Good morning, everyone, and thank you, Chairman, for the opportunity to address the meeting today. As many of you know, together with our CEO, Richard White, I am co-founder of WiseTech and have been an executive director of the company since 1996. Prior to co-founding WiseTech, Richard and I worked together at RealTech Systems Integration, a provider of computer consulting and systems integration, and at Key Group, a distributor of computer-related equipment.

Over the past 27 years, Richard and I have been an integral part of WiseTech's remarkable journey and growth, and I'm excited by the opportunities for growth that lay ahead. I bring to my role as executive director an innate understanding of the DNA of WiseTech and the complexities of the global logistics sector. In my executive capacity, my areas of focus are on invoicing, licensing, group operations, quality control, and administration. Importantly, I am as dedicated to continuing to grow our great company and to building it into the market-leading platform for global logistics execution as I was on the day that Richard and I founded WiseTech. I am driven by a passion for the business and a commitment to continue to deliver growth and value for our shareholders.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

The board has undertaken a review of Maree's performance and, with Maree abstaining, recommends that shareholders vote in favor of her re-election to the board. The slide now on screen shows the proxy votes as at 10:00 A.M. on Tuesday, 24 November. I will now open the discussion. Are there any questions or comments on item three, the election of Maree Isaacs?

Operator

Chair, there are no questions.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you. We will now turn to item four, the election of non-executive director Arlene Tansey. Arlene is an Australian-based professional director with more than 30 years' international experience in financial services and investment banking. She is currently a non-executive director of ASX-listed Aristocrat Leisure Limited and TPG Telecom Limited and is a former non-executive director of Adelaide Brighton Limited and Healius Limited.

Arlene has a Juris Doctor from the University of Southern California Law Center and an MBA Finance and Administration from New York University. She's a fellow of the Australian Institute of Company Directors and a member of Chief Executive Women and the International Women's Forum, Australia. I will now ask Arlene to say a few words to the meeting.

Arlene Tansey
Non-Executive Director, WiseTech Global

Thank you, Chairman, and good morning, ladies and gentlemen. My name is Arlene Tansey. I joined the WiseTech board in June and was appointed as chair of the audit committee in October. It is my privilege to stand before shareholders today to seek election to the board of your company for a period of three years. I'd like to take a few moments to describe my professional qualifications for this role. I have worked in financial services in the United States and also practiced law there.

In my 26 years in Australia, I've worked in investment banking with Macquarie Bank and then at ANZ Banking Group. At ANZ, I had responsibility for a number of business units and direct responsibility for the institutional bank's advisory and banking relationships in telecommunications, technology, and infrastructure. In those roles, I came to know and understand the potential of Australian technology businesses to participate in global markets and to gain an understanding of WiseTech's customers and competitors. I have a track record of enhancing governance, broad experience in business strategy, and successful business operation, and in delivering optimized financial and capital management outcomes. I am also a non-executive director of other listed organizations, as set out in my CV, which is in your notice of meeting.

In my short time on the board, I have come to appreciate the potential and opportunity your company has to continue to build a world-leading organization and deliver products that enable the world's supply chains. I believe in the mission of creating long-term sustainable value for all stakeholders, and I would be honored to have your support as a non-executive director should I be elected. Thank you for your attention and for the opportunity to address you today.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

The board is undertaking a review of Arlene's performance and, with Arlene abstaining, recommends that shareholders vote in favor of her election to the board. The board considers Arlene to be an independent director. The slide now on screen shows the proxy votes on this item. I will now open the discussion. Are there any questions or comments on item four, the election of Arlene Tansey?

Operator

Chair, there are no questions.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you. We will now turn to item five, the approval of the equity incentives plan. This is our primary employee share plan, which is used to grant remuneration equity and performance equity incentives to eligible employees globally. The key items of the plan are set out in the notice of meeting. We are seeking shareholder approval at this time in order to qualify for certain exemptions under the California Corporations Code to enable the company to continue to offer equity to employees resident in California. Currently, around 30 of our 2,000 employees are residents of California. The board recommends that shareholders vote in favor of this resolution. The slide now on screen shows the proxy votes for this item. I will now open the discussion. Are there any questions or comments on item five, approval of the equity incentives plan?

Operator

Chair, there are no questions.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you.

We will now turn to item six, the grant of share rights to non-executive directors under the non-executive director fee sacrifice share acquisition plan, or the NED plan for brevity. The NED plan provides a mechanism for non-executive directors to invest and build their equity holding in the company using their pre-tax director's fees. The key terms of the NED plan are set out in the notice of meeting. Shareholder approval is being sought in relation to ASX listing Rule 10.14, so that shares delivered 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 exercise of rights with the acquisition of shares on market. I and my fellow non-executive directors cannot vote on this resolution given our personal interests.

Executive Directors Richard and Maree, who are not eligible to participate in the plan, recommend that shareholders vote in favor of this resolution. The slide now on screen shows the proxy votes. I will now open the discussion. Are there any questions or comments on item six, the grant of share rights to non-executive directors?

Operator

There are no questions, Chair.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you. That concludes the items of business. Are there any outstanding questions that have been received?

Operator

There have been no further questions received, Chair.

Andrew Harrison
Chair of the Board and Lead Independent Director, WiseTech Global

Thank you. I would like to remind you to submit your votes via the online platform, which will remain open for about 10 minutes after the close of the meeting. The results of the poll will be announced via the ASX and posted on our website this afternoon. That concludes the business of the meeting.

I would like to thank shareholders for your attendance and participation, and I declare this meeting closed.

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