As corporate scandals unfold, are corporate boards doing enough to root out bad executive behavior?
9 mins read

As corporate scandals unfold, are corporate boards doing enough to root out bad executive behavior?

Australian billionaire Richard White and co-founder of logistics software company WiseTech Global announced this week that he will step down from his role as CEO following allegations of inappropriate behaviour.

The allegations have raised questions about the roles and responsibilities of company directors and whether they provide enough scrutiny and skepticism to their CEOs.

The allegations are still under investigation, but WiseTech is not the only publicly traded company in crisis management over claims against high-profile executives.

On Thursday, WiseTech released a statement to the ASX that Mr White, 69, is stepping down from the company’s board and as its chief executive.

The company he helped build from his home basement three decades ago into a $37.5 billion company is now undergoing a reckoning.

Although many of the claims against Mr White related to his personal life, at some point the lines between what is private and public began to blur and the matter is now being investigated by Australia’s corporate regulator.

Richard White sat at a wooden board table with a tablet in front of him.

Richard White sat in a boardroom in Sydney in 2018. He stepped down from the board of WiseTech and as CEO on Thursday. (AAP: Brendan Esposito)

Investors have also reacted. The company’s share price took a hit this week.

WiseTech stock had traded as high as $139.02 before crashing to $99.37 on Thursday — the first time it had fallen below $100 since early August.

But on Friday morning, WiseTech stock recovered 20 percent to $121.33. At Friday’s close, the stock lost some of its gains, but still ended the day 12.7 percent higher at $112.

WiseTech’s board learned of “inappropriate conduct” involving White in 2019

WiseTech’s board initially framed the allegations against Mr. White as a personal matter.

But concerns about his behavior were brought to the board’s attention more than four years ago by one of its directors at the time.

In October 2019, then-WiseTech director Christine Holman resigned from the board, citing concerns about significant problems within the company, including how Mr White had conducted himself as its chief executive, but she was told to have “basic empathy and accept that this is how geniuses are “.

lady in black suit

Christine Holman resigned from WiseTech’s board in 2019. (Delivered)

Ms Holman, a former Telstra executive who now sits on several boards including AGL Energy, joined WiseTech’s board in December 2018 and chaired the audit and risk management committee.

Nine newspapers this week published excerpts from Holman’s resignation memo to the board — in which she accused White of “sustained threats and bullying,” including “aggressive emails, one-on-one meetings and public berating in both audit and risk committee meetings and board meetings”.

“This behavior of the CEO has been witnessed by many, including the other board members,” she said in the letter published by Nine.

“Despite this unacceptable behavior being brought to the attention of the chairman and other board members on numerous occasions, this behavior has not been addressed and instead I have been told to ’empathize and accept that this is the way geniuses are’.”

Directors “must have a certain skepticism”

As the WiseTech story unfolds, advisers to Australia’s biggest institutional investors are considering how they will react, and that could mean hitting company directors where it hurts: by voting against them and/or their remuneration reports.

Vas Kolesnikoff is head of Australia & New Zealand Research at ISS. He says they are still thinking about what to advise their clients.

But he told ABC News it’s no longer a private matter: “This is about what happens in a company. It’s about corporate governance,” he said.

“All of these issues affect shareholder value.”

Mr. Kolesnikoff says having independent directors is critical.

He notes how Qantas’ board was criticized in an independent review for enabling a culture that gave its former chief executive Alan Joyce too much power, thereby reducing employees’ willingness to challenge or speak out on issues affecting the airline.

Mr Joyce left the company last year after a series of controversies including the illegal firing of around 1,700 workers and the sale of tickets on already canceled flights.

Qantas CEO Alan Joyce addresses the media during a press conference.

Did Alan Joyce have too much power at Qantas? That’s what an independent review found. (AAP: Bianca De Marchi)

The board later responded by cutting bonuses for executive pay, including reducing Joyce’s final payout by nearly $10 million.

“Directors need to question management, to have some skepticism,” says Kolesnikoff.

Ed John, of the Australian Council of Superannuation Investors (ACSI), said on Monday the allegations were a “major concern for investors”.

ACSI advises the country’s largest superannuation funds including AustralianSuper, and told the AFR it was “critical that the board examines these matters on behalf of all WiseTech shareholders and responds appropriately”.

WiseTech is not the only publicly traded company to face allegations of misconduct

WiseTech isn’t the only company making headlines in the media for alleged misconduct.

Nine Entertainment’s board was forced this month to apologize to its employees after an audit detailed a culture of bullying and sexual harassment and found the company “lacks accountability”.

The review was carried out after allegations of sexual harassment emerged against former Nine Entertainment news director Darren Wick. That investigation is still ongoing.

Former Nine Entertainment news director Darren Wick smiles in promotional image

Former Nine Entertainment boss Darren Wick. (Delivered)

But the company-wide review by Nine heard confronting testimony from workers describing a toxic culture, including HR cover-ups when complaints were made.

Australia’s corporate watchdog is also currently investigating Mineral Resources chief executive Chris Ellison, in the wake of his admissions to an elaborate tax avoidance scheme involving companies registered in the British Virgin Islands that ran over a decade.

The Australian Taxation Office (ATO) dealt with the matter but now ASIC is investigating. It details the conduct of Ellison and other key executives and examines whether the miner breached its obligations.

In a statement to the ASX on October 20, just two days before ASIC said it was investigating, the board aimed to portray it as a “private tax matter” and said “Mr Ellison deeply regrets his errors of judgement”.

On Friday, Australian Super sold off its stake in Mineral Resources, according to a statement from MinRes on the ASX.

Super Retail Group says it tried to resolve the scandal but was forced to go to court

Then there is Super Retail Group, owner of Supercheap Auto, Rebel, BCF and Macpac, which faces legal action and an ASIC investigation following revelations of a workplace and sex scandal.

News of the scandal broke in April when Super Retail reported to the ASX that it was subject to expected workplace litigation that could cost it $30 million to $50 million.

Super cheap car and BCF (Boating Camping Fishing) stores in Brisbane.

Super Retail Group, owner of Supercheap Auto and BCF, faces legal action. (AAP: Dave Hunt)

The legal action was brought by former general counsel Rebecca Farrell and former joint company secretary Amelia Berczelly, represented by Harmers Lawyers, who claim they were bullied and victimised.

Their allegations also include Super Retail chief executive Anthony Heraghty having a secret affair with former human resources chief Jane Kelly.

Documents filed as part of the case include allegations that the company’s now-departed chairman Sally Pitkin and another unnamed board member tried to disrupt Super Retail’s whistleblower system and suppress employee complaints about the alleged affair between the CEO and HR chief.

Super Retail Group this month won the right to appeal an earlier decision to overturn the suspension order on the payment terms discussed with Ms Farrell and Ms Berczelli.

Addressing questions at the company’s annual general meeting, Pitkin revealed this week that the company tried to settle “on reasonable terms” with its two former bosses over the scandal, but failed to reach an agreement.

Pitkin said she was limited in what she could say because the matter was before the court, but said the allegations made by the two former employees had been fully investigated by the board and “were not substantiated.”

She said Super Retail is vigorously defending the claims.

No doubt, in the coming weeks and months more will emerge about how much Super Retail Group’s board knows about a relationship between the CEO and HR head and how the whistleblower complaints were handled.