W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
a
Enabling and
empowering the
world’s supply chains
Annual Report 2022
wisetechglobal.com
b
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
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Contents
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A B O U T U S
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202 2 H I G H LI G H T S
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F I N A N C I A L H I G H LI G H T S
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C H A I R ’ S LE T T E R
C EO ’ S M ES SAG E
O U R B U S I N ES S
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S U STA I N A B I LI T Y R E P O R T
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B OA R D O F D I R ECTO R S
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C O R P O R AT E G OV E R N A N C E STAT E M E N T
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O P E R AT I N G A N D F I N A N C I A L R E V I E W
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F I V E Y E A R F I N A N C I A L S U M M A RY
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9 1
R E M U N E R AT I O N R E P O R T
D I R ECTO R S ’ R E P O R T
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LE A D AU D I TO R ’ S I N D E P E N D E N C E D EC L A R AT I O N
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R I S K M A N AG E M E N T
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F I N A N C I A L R E P O R T
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I N D E P E N D E N T AU D I TO R ’ S R E P O R T
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S H A R E H O LD E R I N FO R M AT I O N
1 58 G LO S SA RY
1 59 C O R P O R AT E D I R ECTO RY
In the spirit of reconciliation we acknowledge the Traditional Custodians of country
throughout Australia and their connections to land, sea and community. We pay our
respect to their Elders past and present and extend that respect to all Aboriginal
and Torres Strait Islander peoples today.
This annual report is a summary of WiseTech Global and its subsidiary companies’ operations, activities and financial
position as at 30 June 2022. References to “WiseTech”, “the Company”, “the Group”,“we”, “us” and “our” refer to WiseTech
Global Limited (ABN 41 065 894 724) unless otherwise stated. This document is dated 13 October 2022 and includes the
FY22 Financial Report originally published on 24 August 2022.
2
About us
We are a leading
developer and
provider of
software solutions
to the logistics
industry globally.
Our global team of nearly 2,000 people
is united in our mission to create
breakthrough products that enable and
empower those that own and operate
the supply chains of the world.
CargoWise is our industry leading flagship product.
A deeply integrated, global software platform,
CargoWise provides logistics service providers
with powerful productivity, extensive functionality,
comprehensive integration, deep compliance
capabilities and truly global reach to help them
run their business more efficiently and profitably.
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
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O U R V I S I O N
O U R M I S S I O N
To be the operating
system for global logistics.
To create breakthrough products
that enable and empower those
that own and operate the supply
chains of the world.
Our credo
Our culture is not by accident. Our creativity is by design.
Our people define us.
We favor principles over policy, open and frank
communication over secrecy, agreement over control,
results over busywork. We realize that real creativity
is delicate and dies with processes, bureaucracy,
chain of command and centralized decision making.
Our work environment is flat and open, hierarchy rises
only when essential and recedes immediately. We know
that ‘little things are infinitely the most important’ and
that ‘culture eats strategy for lunch’.
We actively embed our creativity, the seeds to our
success and the antidote to many problems,
deep within our people and culture.
We love to challenge the status quo and to think
of breakthrough ideas in order to build something
delightfully better. We cannibalize that which needs
to be superseded, improve that which is imperfect
and add that which is missing, and we have fun!
We think bold ideas and build bold
products that people don’t know they
want… until they see them, and can’t
live without… because they come
to love them.
We strive every day to build products that surprise
and delight our customers and empower their success,
but we also give incredible value to our customers,
so they drive us to flourish and grow.
We are truly, deeply passionate about what we do,
and we use all of our empathy, energy, focus, courage,
talent, drive and logic to confront the really big stuff
that others will not.
We surround ourselves with incredibly smart people with
diverse and eclectic experience, an abundance of talents
and motivation fueled by purpose.
We care deeply, have real ownership, and a sense of
connection in every place and in every role. We belong.
We stand with humility on the shoulders of the many
that have led us here. We owe them our dedication,
our energy, and our results.
Corporate grind be damned! We’re doing something that
really matters, and it requires us to strive, learn, grow,
and flourish.
We will change the world: one innovation at a time.
Richard White, Founder & CEO
4
Our mantras
T H E
F O U N D A T I O N
M A N T R A S
T H E
C R E A T I O N
M A N T R A S
T H E F O R C E
M U L T I P L I E R
M A N T R A S
These need to be in place to
enable all the other mantras.
These bring out the creative
spirit within us all.
These build and reinforce
our culture, our infinite fuel.
Slower today, faster
forever: Solving the
core conflict in all
human endeavor.
Lead with content:
Scale anything.
Anyone can talk to
anyone at anytime for
any reason: Open lines
of communication at
all times.
Our values
Find the root cause
and solve for that:
Dig deeper for the
best solution.
Creative abrasion
fuels collaboration:
Make any idea the
best idea.
Win-win or no deal:
Transform competing
wants into compelling
wins.
Lead others, manage
yourself: Be the example
you want others
to follow.
Culture eats strategy
for lunch: Culture is
the fuel, strategy is
the direction.
Productivity at the
center of everything:
This is how we focus.
We continuously improve our
culture so that it empowers
and drives us.
We work hard to improve
ourselves, our teams, our
products and our business.
We have a clear purpose
and a shared vision for
everything we do.
We invent things our
customers cannot
live without.
We lead when we see the
need and inspire and support
each other always.
We focus on the deeper
needs of real customers
in our chosen markets.
We strive for excellence at
all times and in everything
we do.
We manage ourselves
and are always focused
on results.
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I think one of the most important things though is not
just listening, but hearing, understanding, and most
importantly taking action. I think quite often people
do the listening, but they don’t necessarily understand
why it is that some people are talking about diversity
or talking about reducing bias, especially in the hiring
process and other areas where there’s a lot of discretion,
which means that unconscious bias can really sneak into
our decisions. So I think it’s quite important that we try
and stamp out bias and actually take action when people
raise that there could be an issue with bias somewhere.
What does allyship mean to you?
To me the most important thing about being an ally
is to speak up when speaking up is required, and not
pass by something that doesn’t make you feel right.
If someone says something a bit off color, actually
calling them out on it can be really impactful.
Most people don’t really like confrontation,
so I understand that it’s probably easier to just let these
things go. But for other people to see that it’s not okay
to say certain things can be quite powerful and it can
create a lasting bond between people when someone
has stood up for you or stood up for someone like you.
People profile:
Creating a culture
of allyship
Dave East, Head of Software
Engineering Practice
Can you share a bit about your career journey and
how long you’ve been at WiseTech?
I started at WiseTech as an associate developer about
11 years ago now. I became a development team
leader and a product manager before moving into the
software operations side of things. Now I’ve created
the software engineering practice function, which
looks at understanding and shaping the human side
of software development.
Outside of work I’m also studying a graduate diploma
in psychology, which is like doing an undergrad major
as postgraduate coursework. I’m using that to enhance
my ability to understand how people think, feel, and
act, so that I can better shape the way that software
development as a practice is performed at WiseTech.
Can you share a bit about your experiences coming
out and what this was like in the workplace?
I first came out when I was 18, but what I’ve learnt is that
coming out isn’t a one-time thing. You’re continuously
doing it whenever you go into a new environment or meet
new people. So for me, I actually came out at WiseTech
in my job interview because I was determined that
I wouldn’t work for a company that didn’t accept me
as I was.
Choosing a company to work for is a pretty significant
life choice, and I wanted to make sure that I was working
somewhere that I didn’t have to hide really important
facets of my own life. I felt confident and comfortable
in myself to be able to put that part of myself forward
from the get-go.
During my interview at WiseTech, I mentioned my
partner and referred to his gender. I didn’t detect any
kind of discomfort or reluctance from my interviewers,
so that to me was the company passing that test and
I knew this was the right place for me.
How do you think companies can be more
supportive and inclusive of LGBTQIA+ people?
I think it’s really important for companies to give a voice
to people with diverse backgrounds and experiences,
and I’m glad that as a company we have the “Anyone can
talk to anyone at any time for any reason” mantra.
6
2022 Highlights ( A S A T 3 0 J U N E 2 0 2 2 )
~2,000
team members
globally
35
development
centers
1,199 new
CargoWise product
enhancements
43 global rollouts in total
5 new global rollouts added
by Large Global Freight Forwarders1
$180.8m
invested in research
and development
19,000+
CargoWise Certified
Practitioners
~30% increase in number of certificates
issued for CargoWise Certification
~20,000
hours of structured
learning completed
by our people
1 See definition in glossary on page 158.
225
team members
participated in our
rotation program globally
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9,700
courses completed via
WiseTech Academy
MEMBER
2022
Became a member of
ACON’s Pride
in Diversity
Continued to
build skills
and careers
in tech
1%
of pre-tax profits
in support of tech
education
$60,000
in total donated to humanitarian
charities supporting Ukraine
(including $30K in WiseTech matched donations)
100%
of Scope 1 and 2 emissions offset
4,000kg+
of e-waste recycled
Achieved ISO 27001 Information
Security Management certification
8
Financial highlights
A high-quality
financial result
underpinned by
strong recurring
revenue and
consistently low
customer attrition.
Our continued growth is strategically important because
it demonstrates the increasing revenue contribution
that our Large Global Freight Forwarder1 rollouts
deliver, as well as our ability to attract new customers,
and increase usage by our existing customers
as we expand the CargoWise ecosystem.
Investment in innovation and product development
is a strategic priority for WiseTech. We remain focused
on building integrated software that enables our logistics
customers to improve planning, productivity, and control
of their global operations.
Our FY22 result emphasizes our ability to deliver
strong top-line revenue growth, while driving enhanced
operating leverage and generating significant free cash
flow to fund investments for continued future organic
and inorganic growth.
C O N T I N U E D
R E V E N U E G R O W T H
R E S I L I E N T
B A L A N C E S H E E T
I N N O V A T I O N
F O C U S
Total Revenue $632.2m
$237.3m free cash flow
26% ex FX
( 25% incl. FX)
89% (Group) recurring
revenue
71%
$483.4m in cash
as at 30 June 2022
$225m undrawn
debt facility
$180.8m investment
in R&D
29% revenue invested
in R&D
CargoWise investment
28%
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R E V E N U E ( A $ M )
E B I T D A ( A $ M )
N P A T / U N D E R LY I N G
N P A T 2 ( A $ M )
NPAT
Underlying NPAT
.
2
2
3
6
.
5
7
0
5
.
4
9
2
4
.
3
8
4
3
6
.
1
2
2
.
0
9
1
3
.
7
6
0
2
.
7
6
2
1
1
.
8
0
1
.
0
8
7
.
6
4
9
1
8
.
1
8
1
.
8
0
6
1
1
.
8
0
1
.
8
5
0
1
.
6
2
5
.
6
2
5
1
.
4
8 5
8
0
0
4
4
.
.
FY18
FY19
FY20
FY21
FY22
FY18
FY19
FY20
FY21
FY22
FY18
FY19
FY20
FY21
FY22
E B I T D A &
U N D E R L Y I N G
N P A T
C O N S I S T E N T
O P E R A T I N G
L E V E R A G E
D I V I D E N D
G R O W T H
$319.0m EBITDA
54%
Gross profit margin 85%
50% EBITDA margin
9pp
Operating expenses
8pp as % of revenue
Underlying NPAT
of $181.8m
72%
$32.6m net FY22
cost reductions
Total dividend
11.15 cents per share
66% on FY21
Fully franked
Payout ratio 20%
of Underlying NPAT
1
See definition in glossary on page 158.
2 Underlying NPAT: Net Profit After Tax excluding fair value adjustments from changes to acquisition contingent consideration
and non-recurring tax on acquisition contingent consideration.
1 0
Chair’s letter
I’d like to commend the dedication and commitment
of the WiseTech team. Our people are critical in
delivering on our vision, to be the operating system
for global logistics. Their hard work is reflected in what
has been an outstanding year of product innovation,
increased penetration, and financial growth.
A global team delivering
on our vision
Our operating cash flows were $339.6 million, up 48%
on FY21, and free cash flow of $237.3 million was up 71%
on FY21 driven by higher EBITDA. This demonstrates the
strength of our highly cash-generative operating model.
I’m pleased to share the 2022 WiseTech Annual
Report, providing highlights of a strong and resilient
FY22 performance.
Resilient business model and strategy
In FY22, our business delivered Total Revenue of
$632.2 million, representing a 25% increase on FY21.
Revenue growth from our core CargoWise platform was
even stronger, up 35% to $447.9 million. This increase
reflects growing usage by existing customers and new
customer signings.
This high-quality result was underpinned by 89%
recurring revenue and a low attrition rate of less than 1%,
which has been consistent for the last 10 years. This all
points to our very stable and predictable long-term
recurring revenue.
The remainder of our revenue was generated by
non-CargoWise applications which delivered 5%
revenue growth.
EBITDA was up 54% in FY22 versus FY21 to $319.0 million,
with our EBITDA margin growing by nine percentage
points to 50%. This excellent outcome reflects our
organization‑wide efficiency program. This program
delivered $32.6 million in net cost reductions in FY22,
driving further operational leverage as our revenue
has grown.
Our statutory NPAT of $194.6 million was up 80% on FY21,
and FY22 underlying NPAT was up 72% at $181.8 million,
demonstrating the high quality of our earnings.
Continued strength and dividends
We have a solid financial position that is supported
by a resilient balance sheet and strong cash flows.
Cash as at 30 June 2022 was $483.4 million, with no
outstanding debt excluding lease liabilities. Combined
with our additional undrawn $225 million debt facility,
we have significant financial flexibility and headroom
to fund strategic growth opportunities.
The Board declared a fully franked final dividend of 6.40
cents per share (cps), representing a 66% increase on the
FY21 final dividend. The final FY22 dividend coupled with
the FY22 interim dividend of 4.75cps equates to a total
FY22 dividend of 11.15cps, representing a payout ratio
of 20% of underlying NPAT.
Our dividend reinvestment plan enables eligible
shareholders to reinvest their dividends to acquire
additional WiseTech shares. Our ongoing dividend
policy is to target a dividend payout ratio of up to 20%
of our NPAT.
Strong growth outlook
This year, COVID-19 continued to cause disruptions to
global supply chains in the form of capacity constraints,
port congestion and labor shortages, as well as
impacting general operations. The complexity of global
supply chains and the challenges in a constantly
evolving environment will continue to push global
freight forwarders and logistics providers to strive for
operational improvements with a focus on efficiency.
Our focus continues to be building on our market
penetration and expanding the CargoWise ecosystem
through strategic investment in innovation and
product development.
Subject to the assumptions set out in detail in our FY22
Results presentation and no material change in market
conditions, we expect FY23 revenue growth of 20% to
23% (representing revenue of $755 million–$780 million)
and EBITDA growth of 21% to 30% (representing $385
million–$415 million).
Board activities
WiseTech continues to expand its technology leadership,
global reach, and geographic footprint.
We appointed two additional independent
Non-Executive Directors to the Board, Michael Malone
and Richard Dammery, on 1 December 2021.
Michael brings more than 20 years’ experience
across the technology, telecommunications, and
media industries. Richard has over 30 years’ experience
across the telecommunications, retail, infrastructure,
technology, health, and legal sectors. Both Michael
and Richard bring comprehensive ASX-listed
company experience.
These appointments bring the number of Directors
on the WiseTech Global Board to nine, including seven
independent Non-Executive Directors.
After 17 years as a shareholder and 16 years as a Director,
Mike Gregg will retire from the Board at the conclusion
of the Annual General Meeting on 23 November 2022.
On behalf of the Board, I would like to thank Mike for his
commitment as an independent Non-Executive Director
and his contribution to WiseTech’s growth. We wish Mike
all the best for the future.
To support the business’ needs as we grow, we are
dedicated to continuing to evolve the Board composition
and have commenced a search for an additional
independent Non-Executive Director.
Building a sustainable future
Our people, the communities and
markets in which we operate, and the
environment all play important roles
in our strategy and operational decisions.
We are committed to prioritizing
accountability and ensuring we have
robust governance frameworks.
This year, we have taken clear steps in building our
Environmental, Social and Governance commitments,
demonstrating that we are dedicated to providing
beneficial contributions to the communities we are
part of.
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Our technology solutions play an important role in
solving the challenges faced by the logistics industry
globally by enhancing productivity and efficiencies for
logistics providers. We have a fantastic team of almost
2,000 people worldwide representing more than 60
nationalities and who range in age from 18 to 75.
We take great pride in our diverse and inclusive
workforce. Approximately 30% of our employees and
33% of our Board members are female and we remain
committed to encouraging and supporting more women
to enter the technology and logistics industries.
In FY22, our sustainability reporting has been informed
by the internationally recognized Global Reporting
Initiative (GRI) Framework. Over time, we will continue
to develop and build on our ESG disclosures.
I encourage you to read more about our FY22 ESG
performance in our Sustainability Report on pages
26 to 49 and on the WiseTech Global investor
center website.
Acknowledgments
On behalf of the Board, I would like to thank our CEO,
Richard White, for his continued commitment, leadership
and unwavering vision, and the highly talented and
dedicated WiseTech Global teams for their hard work
and commitment to our mission.
Thank you to our shareholders, employees, customers,
and the communities in which we operate for the
support they provide and their continued trust.
We are steadfast in delivering on our strategy and
vision and advancing long‑term shareholder value.
Andrew Harrison
Chair
1 2
CEO’s message
I am delighted to share this Annual Report with you,
which highlights our excellent FY22 result and shows
the strength and progress of our business, the resilience
of our strategy, and the commitment of our global team.
I would invite you to read our Credo and Mantras on
pages 3 and 4 which are at the core of who we are.
One team, one vision
Continued financial growth
Our financial performance this year demonstrates the
increasing revenue contribution of our CargoWise platform
and the Large Global Freight Forwarder rollouts achieved. We
continue to attract new customers, large and small, and also
see increased usage by our existing customers, as we rapidly
expand the CargoWise platform across the supply chain.
Global supply chain market conditions:
different views
During FY22, COVID-19 continued to be the cause of many
well-publicized disruptions to global supply chains, in the
form of capacity constraints, port congestion and labor
shortages, along with general operating inefficiencies.
Relative to 2021, merchandise trade volume grew more
slowly this year, however, growth is predicted to increase
again in 2023, while demand for goods continues to track
approximately 5% ahead of pre-COVID levels 1. Geo-political
risks have seen significant obligations and potential
penalties arise for international trade.
While there are differing views around near-term trends,
the structural drivers of the industry are expected to
continue to push global freight forwarders and logistics
providers to strive for operational improvements with
a focus on efficiency and productivity. In this uncertain
environment, organizations are much more focused on their
efficiency and profitability, while they continue to adapt to
changing conditions and adopt new working models driven
by digitization. We see an increased customer focus on
efficiency and digitizing their documents and processes
that will continue to yield substantial additional benefits
for existing customers and create increased attraction for
potential customers.
This supports the replacement of in-house legacy systems
and the vast array of small glued on systems often seen
supporting each country in a global business, with modern,
globally capable, integrated software solutions that deliver
efficiency, enhanced productivity, transparency and
visibility, mitigate risks, and facilitate better planning and
control of their complex global operations. CargoWise
powerfully delivers these capabilities and more.
1
Journal of Commerce: Freight demand to remain strong through 2022: analyst, 3 August 2022.
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The operating system for global logistics
Our strategic vision is to be the operating system for
global logistics. Our focus remains on our 3P strategy—
Product, Penetration and Profitability— to help achieve
this and support our long-term sustainable growth and
shareholder value.
Product
The continued enhancement of our CargoWise
platform is critical to achieving our strategic vision.
In FY22, we invested $180.8 million in research and
development (R&D), up from $167.1 million in FY21. With
54% of our people focused on product development,
we delivered 1,199 new product enhancements to our
CargoWise customers.
Over the past five years alone, we have invested over
$695 million in R&D delivering more than 4,900 product
enhancements. This substantial product investment
will help expand our penetration into six CargoWise
development priority areas: landside logistics,
warehouse, Neo, digital documents, customs and
compliance, and international eCommerce.
Our customers operate in an increasingly complex,
dynamic, and competitive environment. By addressing
these complexities, we are solving supply chain
problems, building new areas of capability, and replacing
manual or missing processes, as well as old technologies
with cloud‑first, global digital capabilities.
To support the acceleration of our product development
strategy and to fuel long term organic growth, we will
continue to pursue targeted tuck-in and strategic
acquisitions. In FY22, we completed two tuck-in
acquisitions, Inobiz, which provides tools for designing
and managing CargoWise connections to industry and
between customers, and Hazmatica, which provides
hazardous materials compliance and management
capabilities. In early FY23, we also acquired Bolero,
a business that will help accelerate our capability in
digital documentation by adding electronic Bills of Lading.
Penetration
This year, we secured five new global contract wins with
UPS, FedEx, Craft Multimodal, Brink’s Global Services,
and Access World. We also saw five existing customers
grow organically into Large Global Freight Forwarder
customers, by adding new geographies and users.
We now have 43 global rollouts, including 10 of the Top
25 Global Freight Forwarders, with a strong pipeline
of future opportunities.
We will continue to focus on the Top 25 Global Freight
Forwarders and top 200 global logistics providers
as CargoWise’s global capabilities and operational
efficiencies are what make it most attractive to global
businesses of this scale.
Profitability
We made excellent progress in our organization-wide
efficiency and acquisition synergy program. This
specific program is essentially complete and delivered
a $32.6 million net benefit this financial year and
an annualized cost reduction of around $50 million,
ahead of our announced target.
Our focus on efficiency is part of our ongoing
financial discipline and is supported by a reduction
in non-CargoWise product maintenance costs, and
price increases to further offset inflationary impacts
and generate returns from our substantial investments.
This focus on efficiency and productivity will continue
to enhance our operating leverage as we grow and scale.
We’ve set our path to achieve net zero global operations,
and my vision is that over time we will go further than this
to reach zero carbon.
For more information on the actions we have taken to
support our people, customers, and the communities
we operate in, please read our Sustainability Report
on pages 26 to 49.
Resilience, growth, and commitment
We have a vision and a mission that
is making an incredible difference to
the world around us, and we remain
firmly on track to achieve this vision,
by building a powerful solution that our
customers love and cannot do without.
Our innovations are enabling us to drive momentum
in our market penetration, and our strong balance sheet
and cash generation provides us with a strong foundation
for future growth. We have a talented, diverse, and
resilient global team who are dedicated to enabling and
empowering our customers with world-leading solutions.
Acknowledgments
On behalf of the WiseTech Global team, I would like
to thank our shareholders for your investment and
continued belief and support in our vision and mission.
Richard White
Founder and CEO
1 4
An enhanced focus on ESG
As technologists and innovators, we create
solutions that solve complex problems.
We have applied these capabilities to
education initiatives, from K-12 through
to university and ongoing professional
development education, and also to our
net zero carbon goals. We believe we
can make WiseTech stronger whilst also
achieving these goals.
This year, we have made some important investments
and are working hard on both these initiatives. Our
people clearly love the increased sustainability focus,
and we have many staff that want to be part of these
developments. We hope you will also love what we create
and develop in this space.
We are very proud of our new five‑year partnership with
Grok Academy, in which WiseTech will contribute 1% of
pre‑tax profits to Grok over the five years, to transform
the availability and quality of technical education in K-12
schools at substantial scale. As part of this, all Australian
schools, students, teachers, parents and adult learners, will
have free access to the Grok Academy Learning platform.
This partnership continues, enhances, and extends
a long-term social impact program for WiseTech that
tackles a critical societal and business challenge,
building a strong science, technology, engineering, and
mathematics (STEM) skills base in Australia, from primary
school right through to tertiary education and beyond.
Together, we have the ability to lead the world in building
the STEM skills and jobs that will lead us into the future.
Most importantly, Australian technology companies, like
WiseTech, will be a long‑term beneficiary of this program.
Climate change is one of most important issues to
address and whilst, as a technology company, our carbon
footprint is small, relative to other industries, we take
our obligations to mitigate our footprint very seriously.
In accepting this responsibility, we want to create an
innovative solution that benefits WiseTech strongly in line
with our ambition to achieve net zero global operations.
This year, we offset 100% of our Scope 1 and 2 emissions
from our global operations using offsets aligned to
verified carbon standards. Our vision is to eliminate our
direct emissions, starting with the electricity used at our
largest office and by our employees in Australia.
Building on my personal experience in this space, we
plan to scale and innovate, and share these innovations
with the broader community, as we progress our net
zero carbon ambition. Given the current and predicted
dramatic rises in electricity prices in Australia and
elsewhere, we believe our net zero carbon vision is likely
to also provide WiseTech with improved resilience and
cost reductions over the long term.
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1 6
Our business
Our vision is to be
the operating system
for global logistics.
Through our software solutions, we bring meaningful, continual improvement
to the world’s supply chains by replacing aging, legacy systems with efficient,
highly automated, and integrated global capabilities.
To achieve our vision, our strategy is focused on the 3Ps: Product, Penetration and Profitability.
Vision: to be the operating system for global logistics
Need to replace aging legacy
systems and reduce complexity
Demand for integrated global software
solutions with increased visibility
Logistics providers pursuing
industry consolidation
Powered by our talented people, and accelerated by our
innovation culture and targeted acquisitions
Product
Extend
technology lead
Penetration
Expand
market penetration
Profitability
Drive
operational efficiency
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
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T H E N E T W O R K E F F E C T
We have a strong network of CargoWise Partners,
Certified Practitioners and industry partners for freight
forwarding. Our network of technology, logistics and
education experts work within the logistics industry
across our customers, associations, logistics business
and education institutions – all helping enable and
empower the world’s supply chains.
451 partner agreements
Our global partner network delivers consulting, sales and
technical services that enable CargoWise customers
to achieve their digital transformation goals.
16 Education Partners
CargoWise Education Partners are educational
institutions (such as universities, colleges, and vocational
institutions) who incorporate CargoWise learning into
their supply chain and logistics courses. The program
allows Education Partners to greatly enhance their
offering to students, at no cost.
19,000+
CargoWise Certified Practitioners
Certified practitioners work within our customer and
partner organizations as product experts, acting as highly
efficient in‑house support resources.
Our product
The importance of supply chain visibility
and resilience is critical for logistics
service providers.
Our industry‑leading flagship product,
CargoWise, is centralizing logistics operations
on a single global database, delivering
business continuity, scalability, and security.
Real-time data visibility in CargoWise helps
our customers track the movement of goods,
origin to destination, enabling the efficient
execution of logistics processes. From freight
forwarding, customs, warehousing,
and shipping to tracking, land transport,
eCommerce and cross-border compliance.
CargoWise offers truly global capabilities for
a global industry.
The power of CargoWise
Single global platform
Extensive configuration tools
Work‑flow automation
Real-time visibility
Streamlined processes
No rekeying of data
Integrated data flows
Digital documentation
Hear from industry experts about why logistics providers
are turning to technology to navigate short-term
disruptions, while staying focused on long-term growth.
Read about the latest direct connections with some
of the world’s largest global air and ocean carriers,
like Emirates SkyCargo, Lufthansa Cargo, MSC and
WorldWide Alliance.
Learn more about the latest
CargoWise news and capabilities
on the CargoWise website:
cargowise.com/news
Find out about CargoWise’s successful implementation
of the FIATA paperless Bill of Lading.
How to turn an investment in technology into your biggest productivity driver On demand webinarWATCH NOWMohan DipsinghPresident, Positive PC Erin O’LearyVice President of Technology and Innovation, Janel GroupAshley Skaanild Regional Vice President of Logistics Data and Connectivity, CargoWiseJarred Miltz Business Development Lead – Europe, CargoWise 1 8
C A S E S T U D Y
CLASQUIN
CargoWise is supporting CLASQUIN’s long-term
growth strategy
Headquartered
in France
1,000+ employees
in 22 countries
Operations across
66 offices
Air and sea freight forwarding
and overseas logistics specialist
Operating from their own custom-built TMS for more
than 30 years, CLASQUIN realized maintaining and
updating their legacy system was becoming more
difficult and costly, and the changing regulatory
environment left them unable to keep on top
of their compliance.
CLASQUIN wanted to focus their efforts on the needs
of their clients rather than maintaining their technology,
and in 2016 they made the move to CargoWise.
“Our goal was to find a solution that could support our
growth and help us remain compliant with changing
customs requirements and regulation, such as tax
compliance or national e-invoicing. We looked for
a system that was highly customizable, could seamlessly
handle customs regulations and evolving legislation,
and would boost our productivity.
“Because CargoWise is constantly updated to reflect
changing laws and legislation, we now have peace
of mind that we’re submitting the right paperwork.
Denied party screening is also extremely important
in our industry, and we now have a tool that we know
is going to make sure that we’re compliant and is going
to improve and enhance our processes,” explained
Frederic Serra, CIO, CLASQUIN.
Previously, CLASQUIN’s operators were performing
manual tasks and working from paper documents
or excel spreadsheets, which was time consuming and
left them prone to errors. With CargoWise, every task,
process or job can be configured into a workflow, freeing
up their people to work on high-value tasks and projects,
such as delivering innovative solutions to their clients.
“Workflows are an extremely powerful tool that have
completely transformed the way we work and have
helped us generate more productivity at the level of the
operations. The operator can now look at their to do list
in the system and execute their tasks based on rules and
priorities, which has increased efficiencies and boosted
productivity across the business,” said Mr Serra.
Using CargoWise as their core product and single source
of data, CLASQUIN have adopted an integration-based,
building block approach to their technology strategy
to provide tailored solutions to their customers and
create differentiation in the market.
“When you have a foundation that is extremely solid,
you can provide a unique service that will differentiate
your business, offer your clients new services,
and use data that is produced systematically from
the one system, rather than relying on spreadsheets
or patchworked systems.”
Centralizing their logistics operations on a single
platform solution has enabled French freight forwarder,
CLASQUIN, to optimize their operations, accelerate their
growth, and differentiate themselves in an increasingly
competitive market.
Benefits
Strong compliance capabilities
Workflows to automate tasks and
improve efficiencies
One system, one data entry point
Watch the case study video featuring
Frederic Serra on the WiseTech website.
wisetechglobal.com/news/how-cargowise-
is-supporting-clasquin-s-long-term-
growth-strategy/
Learn about how CLASQUIN launched the
CargoWise French customs capability
linkedin.com/posts/clasquin_clasquin-
x-wisetech-global-collaborative-
activity-6955803527747141633-
HWNI?utm_source=share&utm_
medium=member_desktop
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“We see CargoWise as the backbone of our
operations. Everybody within our business
is working from the platform, and it has
transformed the way we work at the level
of operation, and it will secure the way
we work in the future and the way
we deliver service to our clients.”
Frederic Serra,
CIO, CLASQUIN
2 0
Our product development strategy
The continued enhancement of CargoWise is critical
to achieving our strategic vision. We invest in new
CargoWise product innovations driven by our Product
and Development teams. With over $695 million
invested in R&D since FY18, and more than 4,900
product enhancements, we are at the technological
forefront in managing international and cross-border
logistics, changes in trade patterns, and evolving
logistics regulations.
We have increased our focus on six CargoWise
development priorities, to enhance and extend the
CargoWise ecosystem: landside logistics, warehouse,
Neo, digital documents, customs and compliance,
and international eCommerce.
Through targeted tuck‑in and strategically significant
acquisitions we are accelerating our product
development. These businesses allow us to fast track
the extension of CargoWise with new functionalities
and adjacent market capabilities in our existing
CargoWise ecosystem.
In FY22, we completed two tuck-in acquisitions:
Inobiz: provides tools designing and managing
CargoWise connections to industry and
between customers
Hazmatica: hazardous goods compliance and
management capabilities.
6 C A R G O W I S E P R O D U C T D E V E L O P M E N T P R I O R I T I E S
Landside
logistics
Warehouse
Neo
Digital
documents
Customs and
compliance
International
eCommerce
Extending into
import/export
container haulage
Configurable
and integrated
solution across 3PL,
transit and bonded
warehouse
Global integrated
platform for
Beneficial Cargo
Owners to plan,
book, track and
manage their freight
Digital
documents and
straight through
digital processing
of data
Customs and
compliance
procedures (including
import/export)
targeting ~90% of
global manufactured
trade flows
Single platform
for international
eCommerce
fulfilment
Tuck-ins and strategically significant acquisitions to accelerate CargoWise product development and ecosystem reach
$180.8m
invested in R&D
in FY22
35
product development
centers
54%
of our people focused
on product innovation
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C A S E S T U D Y
The Fracht
Group
CargoWise is uniting The Fracht Group
in their global vision
Headquartered
in Switzerland
Privately owned
115 offices across
40+ countries
Leading freight forwarder in general
and specialized logistics solutions
The Fracht Group is one global family who are united
in their commitment to deliver strategic and innovative
solutions to their clients, says Ruedi Reisdorf, CEO,
The Fracht Group.
“In our company, people come first. We care about our
people, and we care about our customers, because these
two things are the most valuable assets of our company.”
Making local decisions gives Fracht an agility and
a quickness in the everyday decision‑making process,
giving them an advantage in the marketplace.
Fracht Australia led the way when it came
to implementing CargoWise as their core freight
forwarding platform. In the early stages of adopting
the solution, their main priority was to create a paperless
office environment and digitize their processes.
According to George Koutroulis, Director Fracht Australia,
CargoWise has now completely transformed the way
they operate.
“We’re almost at the stage now where we can’t go back
to the way we were working before. It’s such a refined
process where all our business rules are in the workflows,
and we can really pick up on any errors in advance,
before anything happens,” he said.
Regina Cross, Executive Vice President of Operations
and Compliance, Fracht USA explained, “Our international
colleagues gave us a lot of confidence. Particularly Fracht
Australia, having used CargoWise for so many years.”
Real‑time visibility, detailed financial reporting and
improved data quality have enabled Fracht USA
to speed up their processes and make strategic
decisions faster than ever before.
“We can look at the reports at any given day and within
two minutes, we have the insights and the visibility
we need to make major decisions,” said Ms Cross.
Fracht France followed in the footsteps of their
international counterparts and implemented CargoWise
in early 2021.
“We realized that the ability to work from a single global
database would be a huge advantage for our business
and for our customers. After just the first three months,
the reporting and the KPI’s that we get from the software
is providing us with accurate data that is enabling us
to make more agile, customer‑focused decisions.
“We also have the ability to easily share this data
between each country, which was previously a much
more complicated process,” said Fracht France’s
Managing Director, Lionel Tristan.
“Everybody says that data is the new gold, and that
it just needs to be mined. And for Fracht, CargoWise
is the mining equipment we’re using to find that gold,”
concluded Mr Reisdorf.
Benefits
Automated workflows
Optimized business processes
Real-time visibility and reporting
Watch the case study featuring The
Fracht Group on the WiseTech website
wisetechglobal.com/news/how-cargowise-
has-united-the-fracht-group-in-their-
global-vision/
2 2
Our customers
Our customers are the people who move the world.
They are integral links in the global supply chain and
use out software solutions to operate more efficiently
across borders, regulatory bodies, and freight modes.
In an increasingly complex regulatory environment,
global logistics providers continue to strive for
operational improvements, with a focus on efficiency,
and an increasingly critical need for better control of
risks. These factors, along with COVID-related capacity
constraints, port congestion and labor shortages,
combine to accelerate the replacement of in-house
legacy systems with a modern, globally capable,
integrated software solution like CargoWise.
We target global rollouts with the Top 25 Global Freight
Forwarders and the top 200 global logistics providers.
In FY22, we continued to gain momentum in signing up
global rollouts for the world’s largest freight forwarders,
adding five Large Global Freight Forwarder1 rollouts with
UPS, FedEx, Craft Multimodal, Brink’s Global Services,
and Access World.
In addition, five existing customers grew organically
into global rollouts, adding new geographies and users,
these included EV Cargo, Ligentia, Logistics Plus,
Morrison Express, and Omni Logistics.
G L O B A L R O L LO U TS - C A R GO W I S E L A R G E GL O B A L F R E I G H T F O RW A RD E R S
Contracted and in progress of global rollout1
In Production1 – global and rolled out
In Production – global status achieved organically in FY22
Top 25 Global Freight Forwarder
FRACHT
OIA
TRANSTAR
LOGISTICS
PLUS
SEKO
TOLL
WTC IPO
PENTAGON
FREIGHT
DE WELL
GEBRÜDER WEISS
DHL
EFL
HANKYU HANSHIN
DEUGRO
CARGO-PARTNER
CEVA
SEAFRIGO
SENATOR
NOATUM
GEFCO
A. HARTRODT
LIGENTIA
YUSEN
MAINFREIGHT
OMNI
LOGISTICS
AIT
WORLDWIDE
LOGISTICS
DSV
ROHLIG
GEODIS
JAS
HELLMANN
ARAMEX
GREEN
CARRIER
LOGWIN
MORRISON
EXPRESS
EV CARGO
CLASQUIN
BOLLORÉ
ASIA
SHIPPING
UPS
FEDEX
CRAFT
MULTIMODAL
BRINK’S
ACCESS
WORLD
Launch of
CargoWise
FY06
FY07
FY08
FY09
FY10
FY11
FY12
FY13
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
Customers have been categorized in the financial year that reflects the later of their CargoWise revenue cohort or global contract
signing date (if applicable).
5 new CargoWise
global rollouts by
Large Global Freight
Forwarders in FY22
5 additional organic
global rollouts
‘In Production’ 1
10 of the Top 25 global
freight forwarders have
signed up for CargoWise
global rollouts
1
See definition in glossary on page 158.
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C A S E S T U D Y
Neolink
Accelerating growth with a technology-first approach
Founded in 2017, Neolink is an Australian-based freight
forwarder providing a range of freight forwarding
and customs, brokerage, warehousing, domestic and
international transport services to and from more than
800 cities and 200 countries.
“Without CargoWise, we wouldn’t have been able
to scale the business as quickly as we have, so there’s
also the potential for us to replicate what we’re doing
here overseas as well as in other markets in the
long-term.”
Benefits
Streamline shipping process
Increase productivity
Free up staff to provide tailored supply chain
solutions to customers
Watch the Neolink video case study on the
WiseTech website. wisetechglobal.com/news/
neolink-accelerates-growth-with-technology-
first‑approach/
After looking into the latest logistics technologies
that were being pioneered and applied globally
around workflow automation, triggers and exceptions,
and artificial intelligence, they quickly landed
on CargoWise.
“When we looked at all the capabilities that existed
in the industry around automation potential versus
the gap of what was being delivered, we saw a major
opportunity with CargoWise,” said Christopher Makhoul,
co‑founder, Neolink.
A technology‑first focus meant that CargoWise was
implemented from Neolink’s inception, a decision which
provided a significant advantage to the business.
Co-founder, Sean Crook, said “CargoWise was the only
platform that we felt could offer a lot of the global
integrations, shipping line integrations and solve a lot
of the tech stack issues we have within the global supply
chain. We also felt that we had a unique advantage to
leverage the capability of the system by starting fresh.
“When we saw the platform’s capabilities, combined
with our business model, we felt like we had a potential
competitive advantage if we could get our automation
up to speed as quickly as possible.”
Continued investment in technology is a key priority
for Neolink, and that includes keeping up with the
latest CargoWise developments.
Since implementing PAVE, CargoWise’s Productivity
Acceleration and Visualization Engine, they can
clearly see workflows and identify areas that can
be improved or automated, enabling their staff
to be more efficient and productive.
“It helps us to identify the operational
bottlenecks within our business more
quickly and easily. There wasn’t really
a way of doing that without PAVE, so it’s
been fantastic in helping us implement
that process,” added Mr Crook.
2 4
People profile: Paving the way for the
next generation of women
I’d also recommend speaking to somebody you trust
and seek out mentors and coaches who can offer
feedback or advice. We’ve all suffered from impostor
syndrome, lacking confidence and sometimes not really
sure what we’re doing. Having somebody who has your
back and can guide you is valuable, especially when
you’re young and coming into a work environment,
it can be intimidating. We’re all continuously learning
in our careers and there’s always somebody you
can go to who has similar experiences or overcame
a challenge or obstacle that you may be facing.
I’ve found that many people are happy to give advice
and help others to be the best versions of themselves.
Don’t be afraid to reach out and ask for that guidance.
Dee Carvill, Innovation, Research
and Human Practice Manager
What has your experience as a woman working
in the tech industry been like?
As a mother to two daughters (aged 9 and 11) and
as a woman, I’m very mindful of supporting females
in this space. Throughout my career, I’ve been fortunate
to work with some really strong, passionate, inspiring
women and some great men in progressive companies.
It’s really important to me to be able to pay it forward
through mentorship and coaching with younger
females coming through the workforce.
As a woman in tech often you’re the minority,
so I think women supporting women is so important
as well as speaking out when you come across bias
or discrimination. It’s exciting to see more women
in tech leadership roles breaking down those barriers,
challenging biases and influencing perceptions.
What does International Women’s Day (IWD)
mean to you?
It’s really important, and for me personally,
it’s a celebration of who I am and the inspiring women
around me and it’s also a reminder for us to celebrate
women’s achievements. I’m proud to be a woman
and I’m proud of all the women in my life who are
achieving amazing things, challenging stereotypes
and discrimination and paving the way for the
next generation.
It also means supporting the next generation to feel
included, elevated and inspired. Holding space
and supporting women is so important if we want
to encourage more people into the tech space.
We can give women a voice and encourage them
to share their alternative opinions or views in a room
full of men. Having that network of women supporting
each other is such an important factor in building each
other’s confidence, and International Women’s Day
reminds us of that.
What advice would you give to young women about
to embark on their career?
My advice for any young person would be to seek out
the progressive companies with the right work culture
and flexible working practices and choose a company
with values that align to your own. Every company
will have to step up its game in order to get the best
people. So, I think if we demand those companies to be
progressive to attract and retain the best talent, they will.
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2 6
Sustainability Report
Our approach to sustainability
Our people and teams around the world are aligned
in our strong vision to be the operating system for
global logistics.
Our ambition is to be a force for good, improving
productivity, connectivity and resource usage across
global supply chains.
Our priorities
Informed by the Global Reporting Initiative (GRI)
Framework, we identified a number of
sustainability-related issues in FY21 that are most
important to our stakeholders and the long‑term
sustainability of our business.
Technology innovation is transforming almost every
process across the supply chain. We recognize we have
an important role to play in creating breakthrough
products that support and enhance the sustainability
of global supply chains.
Innovation is core to our company’s DNA
and is key to creating new products and
solutions at pace and scale. We apply an
innovation-led approach to the way we
think about sustainability, and our role in
solving business and societal challenges.
This was completed using a four-step process to identify,
assess, verify, and prioritize issues in partnership with
stakeholders. More information about our process can
be found on the WiseTech Global website.
This year we conducted a desktop review to validate
these issues, consulting GRI Material Topics Standards
and Sustainability Accounting Standards Board (SASB)
Software & IT Services Standard. We also reviewed
feedback from our people in the employee engagement
survey undertaken during the period. These issues
were prioritized based on significance to determine the
information presented in this report.
Sustainability is embedded in the WiseTech Way,
including our credo, values and mantras through
our commitment to innovation.
We are focused on identifying opportunities to
enhance our approach to our environmental, social
and governance (ESG) performance, and addressing
these through updates to our principles, policies
and procedures.
Our approach to sustainability centers on four pillars; our
people, communities, the environment and marketplace.
E
L
P
E O
R P
U
O
C
O
M
M
U
N
I
T
Y
Creating breakthrough
products that enable &
empower those that own
& operate the supply
chains of the world
L
A
CE
V I R
N
E
M
A
R
K
E
T
P
T
N
E
M
N
O
A comprehensive materiality assessment will be
undertaken in FY23.
We manage and report on the topics listed below,
informed by GRI and SASB Standards.
1. Our People
– Talent attraction and retention
– Learning and development
– Diversity and inclusion
– Health, safety and wellbeing
2. Community
– Education
– Community investment
3. Environment
– Energy consumption
– Emissions
– Waste
4. Marketplace
– Data security and privacy
– Product innovation
– Working with industry
– Modern slavery
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Industry participation
We partner with industry associations around the
world to promote the collective interests of the
logistics industry and share global best practices.
During the period, we participated in a number
of industry associations. A list of our memberships
is available on our website.
We joined the Tech Council of Australia this year
and participate in a number of its subcommittees
including regulation, talent and skills, and growth,
tax and investment.
Sustainability governance
This year, the Board Charter was updated to directly
reference the Board’s responsibility for overseeing
the implementation and management of WiseTech’s
sustainability and ESG practices and initiatives,
including our sustainability reporting.
Board Committees such as the People & Remuneration
Committee (PRC) and the Audit & Risk Committee,
support the Board to meet its responsibilities.
The PRC Charter was also updated this year to reflect
its responsibility for making progress towards pay equity
and setting measurable objectives for achieving gender
diversity in the composition of senior management and
the workforce.
This year, discussions in these committees covered
topics including diversity and inclusion (D&I),
talent attraction and retention, ESG risks and
opportunities, including in the transition to a low
carbon economy, data privacy and security and
WiseTech’s sustainability disclosures.
The Chair and CEO regularly meet with investors and
other stakeholders on a range of topics which include
ESG matters.
Information about our approach to risk management
is set out on our website in our Risk Management
Principles, and our Corporate Governance Statement
discusses our approach to ESG risk management.
During the reporting period, a dedicated ESG
& Sustainability team was established, reporting into
the Chief Financial Officer. Day‑to‑day management
of sustainability-related risks and opportunities
is coordinated by the ESG & Sustainability Team and
led by the Senior Management Team and relevant
business leaders. A number of cross-functional working
groups covering topics including climate resilience, D&I,
and energy were also established this year to further
progress our sustainability agenda.
2 8
WiseTech Global’s Code of Conduct defines the
expectations and acceptable behaviors of employees,
Directors, and – in certain circumstances – consultants,
secondees, and contractors representing us. We are
committed to maintaining ethical standards in how
we conduct our business activities and stakeholder
relationships. This year, we updated our Code
of Conduct and introduced mandatory refresher
training for our people.
Contribution to the United Nations
Sustainable Development Goals (UN SDGs)
The UN SDGs seek to address the most significant
challenges our world is facing today. We have
mapped the UN SDG framework against our activities
to understand the role we play in addressing
these challenges.
Our activities directly contribute to the achievement
of five UN SDGs. Details on what this means in the
context of our business are referenced throughout this
report and available on our website.
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2 9
About this Sustainability Report
Reporting scope
Unless otherwise stated, our Sustainability Report covers the operations and activities of WiseTech
Global Limited and its controlled entities (‘WiseTech’) for the period 1 July 2021 to 30 June 2022.
The report has been prepared with reference to the GRI Standards and the SASB Software and
IT Services Sector Standard. The GRI and SASB Content Index for this report and more information
about our contribution to the UN SGDs is available on our website
www.wisetechglobal.com/investors/sustainability/.
Anyone seeking to use information in this Sustainability Report to interpret the data presented should
email sustainability@wisetechglobal.com for assistance.
Report boundary
In this report, the terms ‘WiseTech, ‘WiseTech Global’, ‘our business’, ‘we’, ‘us’, ‘our’ and ‘ourselves’
refer to WiseTech Global Limited and its controlled entities.
This report contains information for WiseTech and its controlled entities as at the date of this report
and, for businesses that were part of WiseTech during only part of the reporting period, information
after the date ownership was transferred to WiseTech (unless otherwise stated).
Forward-looking statements
This Sustainability Report may contain forward-looking statements in relation to WiseTech and its
controlled entities including statements regarding our intent, belief, goals, objectives, initiatives,
commitments or current expectations with respect to our business and operations, market
conditions, results of operations and financial conditions, and risk management practices. This
Sustainability Report also includes forward-looking statements regarding climate change and other
environmental and energy transitions.
Such statements can generally be identified by the use of words such as ‘may’, ‘will’, ‘expect’, ‘intend’,
‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘continue’, ‘objectives’, ‘outlook’, ‘guidance‘, ‘forecast’ and similar
expressions. Indications of plans, strategies, and objectives are also forward-looking statements.
Such statements are not guarantees of future performance, and involve known and unknown risks,
uncertainties, assumptions, contingencies and other factors, many of which are outside the control
of WiseTech. No representation is made or will be made that any forward-looking statements will be
achieved or will prove to be correct. Readers are cautioned not to place undue reliance on forward‑
looking statements and WiseTech assumes no obligation to update such statements.
No representation or warranty, expressed or implied, is made as to the accuracy, reliability, adequacy
or completeness of the information contained in this Sustainability Report.
Except as required by applicable laws or regulations, WiseTech does not undertake any obligation
to publicly update or revise any of the forward-looking statements or to advise of any change
in assumptions on which any such statement is based. Past performance information in this
presentation is given for illustrative purposes only and should not be relied upon as (and is not)
an indication of future performance.
Feedback
We welcome feedback on this document. For more information or to provide comments,
please contact us at sustainability@wisetechglobal.com.
3 0
Our People
Our people are the heart and soul of WiseTech and the driving force of our strategy.
Integral to the success of our business, our people and unique culture help drive the delivery of our
long-term strategy. We are focused on attracting and retaining the best people to work at WiseTech
and pride ourselves on our culture of learning, collaboration, and continuous development.
We value a strong and diverse workforce and are committed to diversity and inclusion.
Our workforce
At 30 June 2022, we employed 1,979 people across nearly 50 offices globally, including 35 development centers.
Over the past year, our total workforce has grown by more than 100 people.
Our continued investment to deliver our strategic priorities saw 54% of our people working in Product Design and
Development roles in FY22. The majority of our people are based in the Asia Pacific region, and 61% are aged between
30 and 50 years old. Female representation across our business was 30% in FY22 in line with the prior reporting
period. See the D&I section of this report for more information on female representation.
F Y 2 2 W O R K F O R C E B Y F U N C T I O N & G E N D E R
Male
Female
Non-binary
Product design & development
835
240
1
Technical & product support
General & administration
212
219
133
183
1
Sales & marketing
110 45
0
200
400
600
800
1000
1200
F Y 2 2 W O R K F OR C E B Y A G E
F Y 2 2 W O R K F OR C E B Y R EG I O N
<30 years
30-50 years
>50 years
Asia Pacif ic
Europe, Middle East & Africa
Americas
21.4%
17.2%
12.3%
28.3%
59.4%
61.4%
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We use various tools and techniques to find the best
people for our business, including behavioral and
cognitive testing, behavioral interviewing and deep
technical and skills testing for developers.
We have a range of initiatives and policies in place
to attract and retain the best people. One of the
more successful ways we find new people is through
our Employee Referral Scheme, which provides cash
incentives to our people for successful referrals.
During the year, we ran a campaign that doubled our
usual cash bonus for each successful referral to increase
the number of leads from this critical source of talent.
We have longstanding and meaningful relationships
with universities and tertiary education institutions,
supporting pathways for young people to develop
workplace skills and experience. Many who come to
WiseTech as interns have gone on to join us as employees.
This year we hosted a total of 31 students as part of their
study or transition into the workplace. In Australia,
we provided work placements for technology students
studying at the University of Technology Sydney and
the University of New South Wales.
We also hosted high school graduates and further
education students studying industry related
certifications. This year, 12 former interns or work
experience students joined us as WiseTech employees.
We ran our first internship program in China this year,
with nine students from universities and colleges
in Nanjing. Following the program, seven of the
participants have joined WiseTech as employees,
while two are continuing their postgraduate studies.
We welcomed nearly 350 new team members into the
company, largely driven by continued investment in the
growth of our product design and development function.
In the second half of the year, we saw considerable
growth in the number of people joining our business,
balancing out suppressed growth during the first half
of the year which was impacted by border closures
in Australia due to COVID‑19.
Our total turnover was 11.8% down from 20.8% last
year as we completed a specific organization‑wide
efficiency and acquisition synergy program initiated
in FY20. Voluntary turnover was down from 10.8% in
FY21 to 9.7% this year. We have not experienced the
‘Great Resignation’ trend and continue to experience
low turnover levels for our sector.
Talent attraction and retention
At WiseTech, we hire for true potential. We focus on
what people can be tomorrow, creating opportunities
for people and our business to learn and grow. These
pathways are often not linear and allow our people
to gain experience outside their areas of expertise.
We think this develops more well-rounded people
and a more well‑rounded career, and we find these
opportunities drive retention and engagement.
Our in‑house talent team is focused on finding the right
people to join our growing business. They understand
our business and take a proactive and always-on
approach to recruitment, ensuring we maximize our
access to talented people.
A key focus is finding people that are the right fit for our
culture, and are aligned to our credo, values and mantras.
Our values are the foundation of our
culture, while our mantras empower
us as individuals and align us as a team.
“Since joining WiseTech as an intern, I have developed both my coding and English-speaking abilities.
The supportive working atmosphere and advanced approach to development has helped me grow
my skills and I’m proud to have moved from my internship to start my career at WiseTech. I see
my future with WiseTech and look forward to new challenges so I can continue to grow and help
the company thrive.”
Nathan Zhang, Software Engineer
Joined the WiseTech team in 2022
3 2
Remuneration plays an essential role in both attracting
and retaining talent. Our remuneration framework,
as outlined in our FY22 Remuneration Report,
motivates and retains leaders and talented employees
in a sustainable way for the business, by providing a mix
of cash remuneration and equity incentives. We favor
this program over traditional cash incentives to create
a long‑term value creation mindset in our teams.
The scheme is open to permanent employees
of WiseTech in over 20 countries, with 77% of our
workforce owning shares and/or share rights in the
business. Our Invest As You Earn program provides
employees with the opportunity to invest up to 20%
of their post-tax salary on a monthly basis to acquire
WiseTech shares, with 23% of eligible employees
participating in this program.
How we work and how we use our workspaces has
changed significantly in the last few years. Our hybrid
working model combines mostly remote work with
regular collaboration with team members in shared
workspaces, when it is safe and practical.
This year, we moved to unallocated seating in our Sydney
headquarters. Moving to a fluid workspace with hot desks
means that anyone can work from any available desk
in the office, grouping teams together to fuel innovation
and collaboration.
We continue to see the value of office spaces for when
our teams want to come together to innovate and learn,
and this year we moved to a new, larger office in Nanjing
and a shared office space in Melbourne and Adelaide.
These environments provide flexible working spaces for
our teams to be productive and co-create.
For remote working, we continued to provide employees
globally with a Ways of Working allowance this year.
This benefit assists team members to set‑up and
maintain an effective home working environment.
Employee engagement
We recognize that an engaged workforce is one which
is happier and more productive. We want to understand
and continuously improve the experience of working
at WiseTech for our people. Our goal is to engage our
employees through intellectual stimulation, opportunity,
and autonomy.
This year, we conducted our first global employee
engagement survey. From this survey, we identified
key focus areas team members told us would have
the biggest impact on their experience at WiseTech,
where we can build on our strengths and continue
to improve. Results of the overall survey have been
shared with the whole organization, with programs
underway to address the feedback we received.
Rotation program
Our 26-week global rotation program offers our newly
hired software engineers and product managers
the ability to enhance their learning journey through
guided mentorship, regardless of years of experience
or prior knowledge.
We tailor each rotation to the individual’s experience
and capability by providing immersive learning designed
to empower people to be accountable for their success.
Our rotations simultaneously provide individuals with
everything they need to understand how we work,
our product, and the industry we serve. Importantly,
rotations help them build their critical peer networks
to support their long‑term success.
Those participating in rotations develop skills and
experience across a wide range of product focus areas,
from international logistics to cross-border compliance
and accounting.
The program integrates training, coaching, and mentoring
with regular feedback presenting individuals the
opportunity to shape their careers by choosing the team
that is the best fit for them while also considering key
business objectives. In FY22, 225 people participated
in this program globally.
Learning and development
WiseTech’s learning approach is based around three
principles:
Lifelong learning: Our people have a passion
for learning and know it’s continuous
Self-driven learning: We offer the opportunity
and tools to our people – learning is contagious
Lead and learn with content: On the job and
in the team, as well as online and structured
Our learning culture at WiseTech is
strong. We believe everyone has an
obligation to themselves, their team,
and the company to grow and improve.
We want to provide our people with the tools and
support that will challenge them to think differently,
achieve personal growth, and deliver fantastic results.
We recognize most career learning takes place on the
job. Our rotations, mentoring, coaching, peer review,
problem-solving and team sharing reinforce this.
We also provide structured learning opportunities
through WiseTech Academy, sponsored tertiary
education, leadership development programs,
conferences and resources including LinkedIn Learning.
Our people completed almost 20,000 hours of training
via these programs.
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“I joined WiseTech eight years ago
after I took part in a programming
competition run by UTS Programming
Society sponsored by WiseTech. I did
really well and was offered a job by
Richard (WiseTech’s CEO and Founder).
I started out on a casual basis working
one day a week. After two years at
WiseTech, I realized that the knowledge
and skills I was learning on the job
were far more advanced than the
concepts I was learning in my degree,
so I moved to full-time work alongside
part-time study. I’m now a Team
Leader in WiseTech’s Human Resources
Management (HRM) Development team
and will graduate with my Bachelor of
Engineering in the next couple of years.
I’ve had a lot of encouragement and
been exposed to many new people.
I’ve never really stopped learning.”
Jacob Dunk, Software Engineering
Team Leader – HRM
Joined the WiseTech
team in 2014
Mentoring and coaching: The majority of
our learning takes place on the job through
our mentors who assist new colleagues
participating in our rotation program.
Our Mentor Development program provides
knowledge and skills for mentors. This year,
around 25% of our workforce mentored
new colleagues.
LinkedIn Learning: LinkedIn Learning is an
online educational platform that helps our
people build new skills through e-learning and
online classes. Our team members spent over
2,900 hours learning new skills on the platform
this year.
Leadership training: We delivered our
Emerging Leaders Program (ELP) this year
to our second cohort of participants. ELP is
a 12‑month leadership development program
designed to identify, develop, and prepare
WiseTech’s future leaders with essential
leadership skills. These include fostering
a culture of coaching and feedback and
building resilience among others. The program
includes functional rotations to expand
experience and understanding of our approach
to software development.
We also launched our New Leaders Program
(NLP) this year. The NLP is an eight-month
leadership development program that equips
and empowers recently appointed new leaders
with essential leadership skills. The program
is aimed at people who have been promoted
into leadership roles in the past 12-24 months.
Diversity and inclusion (D&I)
We’re proud to be a workplace of incredibly smart
people with diverse and eclectic experience, an
abundance of talents and motivation fueled by purpose.
We embrace and respect our people
for their individuality, creativity,
and innovation, and we recognize that
our differences are what help us thrive.
We measure and manage performance through targets,
initiatives, policies, and engagement. Our short-term
objective is to broadly maintain levels of female
representation in our business at the following levels:
– 30%+ on the Board
– 20%+ in senior management
– 30%+ in the workforce
Attracting and retaining women in the technology
workforce is a challenge shared by our peers globally.
This year, our overall female representation is
approximately equal to last year. While female turnover
reduced by 8% this year, more males joined our business
due to increased hiring into software engineering and
technical roles where women represent a lower
proportion of the profession at large.
This year we launched a global D&I framework to focus
efforts and impact in this area. We worked with expert
D&I advisers to better understand employee perceptions
of inclusion as an important input into the formulation
of this framework.
Through our D&I program, we are working to ensure our
global workforce is diverse and representative of the
communities we operate in, across level and function,
and our team members feel supported, respected,
connected, and empowered to contribute fully to all
aspects of their role and our company culture.
Our D&I program is sponsored by three Senior
Management Team members.
During the year, our People & Remuneration Committee
Charter was updated to directly reference the
committee’s responsibility for making progress
towards pay equity and setting measurable objectives
for achieving gender diversity in the composition
of senior management and the workforce.
3 4
Since launching the framework, we updated our Parental
Leave Policy to better support WiseTech parents and
caregivers and provide increased flexibility. Key changes
to the policy include:
Primary caregivers now receive paid parental
leave equivalent to the value of six months
of paid leave
Secondary caregivers receive paid parental
leave equivalent to the value of a month and
a half of paid leave
In the event of miscarriage at any time during
pregnancy, team members (regardless of
whether they are the primary or secondary
caregiver) are entitled to two weeks paid leave
Reduced tenure eligibility from 18 months to six
months during FY22.
This builds on our existing policy to pay superannuation
on company paid parental leave.
WiseTech has undertaken an internal pay equity
analysis each year since FY20 and report annually
to the Workplace Gender Equality Agency (WGEA).
We create transparency of pay review budget spend
(by gender) for People Leaders as part of our pay review
process. This year, we improved training and information
about unconscious bias provided to our People Leaders
at the time of performance and remuneration reviews
and again, allocated a dedicated budget to support
leaders in addressing pay equity gaps.
Our gender pay gap is representative of a broader
systemic underrepresentation of women in technology
roles across the sector. In the past year, we have
decreased our pay gap for total remuneration, and
we continue to implement initiatives to further close
this gap.
Part of the challenge in our sector is to increase
representation of women in technical and senior roles
within our business and our sector at large. See the
Community section of this report for more about
our work to help grow and diversify the pool of talent
entering the technology profession.
Beyond gender diversity, we took steps to foster
inclusion for our LGBTQ and neurodiverse team members
and improve awareness and inclusion about the wide
variety of ethnic and religious communities within our
teams globally. Initiatives included:
– This year we became a member of ACON’s Pride
in Diversity, Australia’s leading employer support
program for all aspects of LGBTQ workplace inclusion.
We celebrated Pride Month, running a global LGBTQ
Awareness webinar in partnership with Pride
in Diversity, and sharing ‘Real Me’ interviews with
some of our LGBTQ team members to promote
inclusion and encourage allyship in our workforce.
– We recognized Neurodiversity Celebration Week
by sharing insights and experiences from some
of the WiseTech team about what it means to be
neurodiverse and their journey to joining WiseTech.
We worked with Xceptional, neurodiversity recruiters
and advisers based in Australia, which supported
training for managers, and the hiring of three new
team members. One of the employees referred by
Xceptional moved into our Leadership stream and
others continue to be strong contributors.
– Employees were invited to share their culture,
background, or country to celebrate World Day for
Cultural Diversity. Nearly 50 team members shared
their stories from countries including Brazil, China,
India, South Africa, Turkey and the USA, highlighting
the diversity of our global team.
– During the year we also introduced country‑specific
policies in support of gender and racial equality.
In Australia, South Africa and China we introduced
domestic violence leave, and from this year onwards,
we recognize Juneteenth, a nationally celebrated
commemoration of the emancipation of enslaved
people after the US Civil War, as a company holiday
for our team members based in the United States.
“WiseTech encourages me to be open,
honest, and vulnerable and to provide
that safe space for others to share too.
The more people talk about attention
deficit hyperactivity disorder (ADHD),
the more it can help people who
are suffering in silence and the less
it becomes a stigma. I’m lucky that
I have an incredibly supportive and
empathetic people leader, so talking
to her about having ADHD was natural
and easy to do, without any thought
of judgment or misunderstanding.
That’s part of working at a company
where you can be yourself.”
Steve Murdoch, Global Digital Lead
Joined the WiseTech
team in 2019
Our D&I Principles are designed
to foster a culture that values and
achieves diversity in our workforce
and on our Board
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learned from the course, with a 17% increase in team
members feeling fully mentally alert.
We also extended and enhanced our 24/7 Employee
Assistance Program (EAP), partnering with a new provider
for global coverage and a wider range of benefits for
employees and their immediate family, and introduced
access to discounted private health insurance for
Australian employees and their dependents.
Other initiatives included:
Free access for our people to a mindfulness,
meditation, and relaxation app in their local
language, which can be used to enhance
mental fitness.
Launched an employee-led Wellbeing Group
across global teams who drive wellness
campaigns, initiatives, and communications.
Recognized Mental Health Month with weekly
newsletters and special events.
W I S E T E C H W E L L B E I N G
P R I N C I P L E S
Mental wellbeing
Proactively looking after our
mental health
Physical wellbeing
Listening to and taking care
of our bodies
Social wellbeing
Building and nurturing social
connections and relationships
Environmental wellbeing
Making mindful choices for
positive work environments
Health, safety and wellbeing
We take safety in the workplace seriously and work to
ensure the health, safety, and wellbeing of all our people.
Our approach to health, safety, and wellbeing is guided
by a range of policies, principles, training, and guides.
This is governed by our global Workplace Health and
Safety policy. It applies to everyone who works at our
sites and offices or engages in WiseTech Global business
activities, and is translated into local languages for
non-English speaking employees.
This year, we implemented several initiatives designed
to raise awareness of hazards to prevent health and
safety incidents. These included:
– Implementation of an office risk assessment process
requiring office managers to evaluate, identify,
and remove or minimize any hazards within the
office environment.
– Development of a workplace hazards and incidents
process spanning mental, physical, social, and
environmental wellbeing. To support this new process,
workplace health and safety compliance training was
developed on how to work safely, report an incident or
hazard, and prevent injury or harm in a hybrid working
environment. Our people completed this updated
training in June 2022, and the workplace hazards and
incidents process will launch in early FY23.
– Rolling out a Remote Workstation Wellbeing Guide,
which supports our people to regularly assess their
remote work environment and identify any potential
hazards or risks to their safety and wellbeing.
– A ‘Spot the Hazards’ competition, with team
members from around the world, participating
to raise awareness of workplace health and safety
hazards across different working environments,
and prevent incidents.
We are also committed to strengthening wellbeing and
ensuring sustainable productivity for our team members
at and away from the office.
We work to build positive habits,
set healthy boundaries, and have access
to professional support for ourselves
and our families.
This year, we implemented initiatives to support
wellbeing of our people and their families.
We introduced new WiseTech Wellbeing Principles,
designed to strengthen the wellbeing and balance
of our people.
More than 470 team members across 27 countries
completed training that provided practical skills
to increase resilience. Almost all of our people who
completed the training reported they are using tools
3 6
Community
Making a positive contribution to society is at the core of WiseTech’s DNA.
We think deeply about our impact on society. For us, this means helping inspire and educate the
next generation of technologists, giving back to the communities in which we operate, and using
our capabilities to provide high-quality accessible learning at scale through our own registered
training organization. These activities support our social license to operate, build capacity and
drive positive social impact.
Education: A new long-term partnership
We are passionate about helping develop the next
generation of technologists.
Supporting education and encouraging students
to embrace technology careers is a founding principle
of WiseTech Global. We know that exposure to
technology in school is vital for young people joining
the technology workforce.
Building on more than a decade of support for technology
education, we will work with Grok Academy to support
primary and high school students, parents, teachers, and
other learners to gain computing knowledge and skills.
In a five year partnership from FY22, WiseTech will
contribute 1% of pre‑tax profits annually to Grok Academy
to transform the availability and quality of technical
education in schools at scale. Our partnership provides
free platform access to every learner in Australia, making
curriculum-mapped learning tools accessible for every
child and teacher. It also continues our long-term Platinum
level sponsorship of the National Computer Science School
(NCSS) Summer School and NCSS Challenge, an online
coding competition to support the pathway for young
people to strengthen their coding skills and will enable new
content and platform development.
Grok Academy is an Australian educational charity that
combines the longstanding Grok Learning platform and
the Australian Computing Academy from the University of
Sydney. Grok Academy is led by Dr James Curran, a writer of
Australia’s Digital Technologies school curriculum. The Grok
platform provides interactive classroom-ready learning
materials and intelligent automated marking and feedback
for students learning coding and related technologies.
As Grok Academy’s technology platform connects teachers,
students, and parents to improve their capabilities at pace
and scale, we are establishing and enhancing a long-term
social impact program for WiseTech that tackles a critical
societal and business challenge.
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“I joined WiseTech last year after
completing a work placement
here as part of my undergraduate
degree at the University of New
South Wales. I have spent two years
working in our WiseTech Academy
team, where I am now a Product
Specialist. In my role, I feel like I’m
contributing to the bigger picture
rather than feeling like a small cog in
a big machine. What attracted me to
work at WiseTech is how anyone can
talk to anyone. It’s not a hierarchical
company. As a permanent member of
my team, I’ve actually mentored the
next cohort of university students who
came to us as interns. I have also had
the opportunity to speak at BiG Day In
career events aimed at informing high
school students about the work we
do at WiseTech and the importance of
advancing human potential in the tech
industry. I’m passionate about opening
doors for young and curious individuals
and advocate the importance of
young women having the opportunity
to experience tech at a young age,
so they can see what great careers
the industry can offer them.”
Mikayla McEwan, Product Specialist
Joined the WiseTech team
in 2020
Building skills and careers in technology early
Encouraging curiosity and interest in technology skills
at a young age has multiple benefits, including diversity
of talent and greater participation.
Throughout the year we continued to support the
development of technical skills and awareness of career
potential for young people by supporting programs that
heightened curiosity about technology careers.
To encourage this and to commence our new five year
partnership with Grok Academy, more than 180 children
of WiseTech employees in Australia participated in
Digital Tech @ Work events during FY22 to learn about
the world of digital technology. An ‘Algorithms @ Work’
session introduced the concept of coding to children
aged 8–17, exploring the different ways humans and
computers process information. Participants were
gifted a one-year subscription to Grok’s online platform
where they can participate in self-paced coding lessons
and competitions.
We also continued our partnership with Explore Careers,
a careers information platform, where over the year,
2,500 schools and more than 1.5 million high school
students, parents, and career advisers had access
to information about future technology careers and
WiseTech Global.
We once again sponsored the NCSS Challenge with
our WiseTech team members volunteering to mentor
participating students, answering questions and helping
them learn as they progress through the Challenge.
The NCSS Challenge teaches coding to school students
at all levels while promoting computer literacy and
digital curiosity.
We are a Titanium sponsor of the BiG Day In and have
supported the event as a sponsor since 2014. Hosted
at universities across Australia, BiG Day In inspires and
provides information to senior secondary and university
students interested in careers in technology. During the
year, over 3,200 students had the opportunity to learn
about tech careers virtually and in-person via BiG Day
In where WiseTech team members spoke about their
journeys and life at WiseTech. Several WiseTech interns
and team members first heard about our company
at BiG Day In events, with two team members who joined
after meeting us at BiG Day In marking their seventh work
anniversary with WiseTech this year.
We also support programs that provide internships
and work experience for university students and
higher education leavers, to assist their transition
to employment. For more information about our
university internship program, go to the People
section of this report.
3 8
Building skills in supply chain logistics
We empower individuals by providing affordable
access to high-quality online education through the
WiseTech Academy.
Established in 2018, WiseTech Academy offers accessible
and affordable learning resources to develop new skills,
advance careers, accelerate productivity, and manage
corporate risk, with a focus on the supply chain logistics
industry. We design our programs with industry experts
to deliver the knowledge and skills that employers are
looking for.
During the year, more than 9,700 courses were
completed by external users via WiseTech Academy,
an increase of 12% on the previous year as the catalogue
of courses available on the platform continues to grow.
Courses covered diverse areas including supply chain
logistics, freight forwarding, customs broking, accounting,
biosecurity, dangerous goods training, cyber security
and corporate compliance. We also provide free
introductory courses on supply chain mathematics and
geography, tailored towards new-starters in the industry.
WiseTech Academy’s affordable industry
and compliance training delivers
inclusive and equitable education and
promotes lifelong learning.
Giving back
Our people support their colleagues and a variety
of causes each year, through fundraising, donations,
and volunteering. Examples for this year at a global team
and individual level included:
– Our people generously donated over $30,000
to registered charities supporting humanitarian
causes on the ground in Ukraine. WiseTech matched
these donations in early FY23, bringing the total
amount donated to over $60,000. We will continue
to match donations made by team members to our
selected humanitarian charities supporting Ukraine.
– In May 2022, members of our of Finance team based
in Sydney participated in the Spin 4 Kids charity
event to raise funds for sick and disadvantaged
children. Our team of 10 volunteers took it in turn
to ride a collective 115km, raising more than $3,800
for the children’s charity Variety NSW.
– In October 2021, Warren Bain, one of our Product
Managers, took part in the 7 Bridges Walk for the
Cancer Council of NSW. Warren raised just under
$6,500 for walking 28km around Sydney. Many
WiseTech team members donated, contributing
thousands to Warren’s fundraising appeal, with
colleagues joining him on the day for moral support.
“WiseTech provides Voluntary
Emergency Management Activities and
Crisis Leave which means employees are
entitled to up to 10 days of additional
paid leave. I’ve been volunteering with
the NSW State Emergency Service
(SES) for the past 11 years, and access
to this type of leave means I can keep
supporting my community in this way.
In terms of volunteering around my
work, there’s a fair amount of flexibility
in catering to this and sometimes it will
be a matter of saying, ‘Hey, tomorrow I’m
going to be at SES, so can we complete
a couple of things today and bring
things forward?’ I like to think that I make
a useful contribution, so if everything
at work is under control and we can shift
things around, then absolutely I’ll take
that time off to help out.”
Alexander Eagles, Product Manager
Joined the WiseTech team
in 2014
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Environment
We are committed to reducing our environmental footprint and finding ways
to help our customers reduce theirs.
Through our software and innovations, we drive business efficiencies that enhance
logistics processes worldwide. We continue to explore the best approaches to reduce
our environmental footprint and mitigate our impacts, and improve our data collection,
tracking, and reduction initiatives.
As a software solutions provider, WiseTech is not directly
involved in the manufacture or physical transportation
of goods. While our global environmental footprint is
relatively small across our operations, we are committed
to reducing our environmental impacts where they exist.
Our net zero pathway
In an important step towards achieving net zero,
we have offset 100% of carbon emissions from our global
operations1 in FY22. We will continue to use offsets
as an interim measure to mitigate emissions caused
by our direct operations as we transition our electricity
to renewable sources over the coming years.
We recognize that climate change is one
of the greatest challenges of our time
and are committed to taking action
to reduce, and eventually eliminate,
emissions from our operations.
We have set out a pathway to achieve our net zero
global operations ambition, which we will be working
to achieve over the coming years, including exploring
opportunities to install onsite renewable generation
at our Sydney headquarters.
Measure and track
our emissions
Offset 100% of
carbon emissions from
global operations1
Improve our
energy eff iciency
Use 100% low or no
emissions electricity
Net zero global
operations1
1
Scope 1 and 2 emissions.
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
4 1
O F F S E T T I N G O U R E M I S S I O N S
We have partnered with an Australian provider and purchased a mixed portfolio of offsets from cool
fire projects conducted at Arnhem Land in Australia’s Northern Territory, and wind power projects
in southern India and the United States.
These offsets are aligned to the Emissions Reduction Fund, Clean Development Mechanism and Verified
Carbon standards.
Through controlled burning and active bushfire management, cool fire burning projects aim to prevent
devastating bushfires which release carbon into the atmosphere and harm people and wildlife. This
project is under the exclusive management of Indigenous communities. Wind power projects support
rural electrification and renewable energy use in these communities, reducing emissions and pollution.
While avoiding carbon emissions, the offsets we purchase also have important co‑benefits for local
communities, including employment and training, preservation of culture, improvements in air quality,
and reliability of electricity supply.
We will transition to low or no emissions sources
of electricity across our operations over time to reduce
emissions, alongside initiatives to reduce our energy
consumption. Currently, around 7% of our electricity
is from renewable or no emission sources. The biggest
source of renewable consumption in FY22 was our
data center located in Hamburg, which uses 100%
renewable electricity.
Energy consumption
In FY22, we operated or leased nearly 50 offices in 35
countries around the world, including three data centers
in Australia, the United States and Germany.
Around 86% of our energy consumption is from
purchased electricity, primarily used to power data
centers and our offices. We also use natural gas, diesel,
and gasoline to heat our buildings, run generators and
fuel company‑owned or operated vehicles. This direct
energy use accounted for 14% of our total energy
consumption in FY22.
In FY22, our total energy consumption was 6,853 MWh
or 24,672 gigajoules. As offices around the world
reopened this year after COVID-19 shutdowns, we saw
a slight increase in global electricity consumption.
We also continued to improve data collection for
our natural gas, diesel, and gasoline use, which has
contributed to the year on year increase in reported use.
F Y 2 2 E N ER G Y C O N S U M PT I O N ( M W h )
Electricity
Natural Gas
Diesel
Gasoline
44
453
453
MWh
5,904
4 2
Emissions1
In FY22, we completed a Scope 1 and 2 emissions
inventory in accordance with the Greenhouse Gas (GHG)
Protocol Corporate Accounting and Reporting Standards.
See our Performance Data tables on page 48 for our
complete GHG inventory.
This year, our gross global Scope 1 and 2 (market-based)
GHG emissions were 3,328.5 tCO2e.
The majority of our emissions came from electricity
consumption under Scope 2 location-based sources.
Our offices in Sydney and Chicago accounted for the
majority of our total GHG emissions, with data centers
operating in these office locations.
Most of our Scope 1 emissions are from natural gas
use in offices for heating, with the remaining emissions
derived from fuel used in our data center back-up
generators and company vehicles in Europe.
While these vehicles represent a small portion of our
emissions footprint, as of 1 December 2021 all new and
replacement vehicles in the scheme will be either plug
in hybrid or electric vehicles.
We continue our work to identify emissions reduction
initiatives, in line with our ambition to achieve net zero
global operations1.
Work will commence in FY23 to identify the major
sources of emissions associated with our value chain,
known as Scope 3 emissions. This will support us to
understand the opportunities for WiseTech to work with
our business partners to reduce emissions over time.
We offset 100% of Scope 1 and 2
emissions and have set a pathway
to achieve net zero global operations
F Y2 2 S C O P E 1 & 2 M A R K E T - B A S E D
E M I S S I O N S (t C O 2e )
Scope 1
Scope 2 (Market-based)
F Y2 2 E M I S S I O N S B Y S O U R C E
Market-based
electricity
Natural Gas
Diesel
Gasoline
2.5%
3.6%
0.4%
6%
94%
93.5%
1
Emissions have been calculated in line with the Greenhouse Gas (GHG) Protocol. We are committed to improving the quality of this inventory as we further
refine our global data management systems and processes. To overcome data limitations, a small number of data points in our inventory were generated
using assumptions and extrapolations from partial data.
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
4 3
We are working towards a more comprehensive
analysis of our waste profile for our largest offices,
and we intend to further evaluate the materiality
of waste to the business with various stakeholders.
We will continue to invest heavily in R&D which delivers
efficiencies and streamlines processes that enable our
customers to reduce their waste generation and
resource use.
Our e-waste recycling partnership
reduces waste to landfill and drives
reuse of equipment
Water consumption
Water is an essential resource in both natural and built
environments. We recognize the importance of tracking
our water consumption and reducing our water-related
impacts where possible.
Our WiseTech operated data centers in Sydney and
Chicago are designed to use water efficiently. For cooling,
these data centers use a split air conditioning system,
as opposed to more water intensive chillers or cooling
systems. Work is commencing to evaluate our water
footprint and the greatest sources of consumption and
identify opportunities to minimize this consumption.
Environmental compliance
WiseTech is committed to operating in an
environmentally responsible manner.
We work to understand and manage any existing
or emerging risks to the environment that our business
activities may pose. We are subject to Federal,
state and local regulations and laws globally and
we have procedures in place to ensure that we are
compliant to all applicable environmental regulations
in the jurisdictions in which we operate.
During the reporting period, there were no significant
instances of non-compliance with environmental laws.
C A S E S T U D Y : C A R G O W I S E
CargoWise has a number of functionalities
which allow our customers to reduce their
environmental footprint. With intelligent
planning tools, customers can significantly
reduce futile transport trips. With planning
optimization, as well as address cleansing
capabilities, not only can customers optimize
their transport, but they can eliminate
incorrect deliveries due to inaccurate
master data. This means better quality
documentation, less delays or returns to port,
and high-quality deliveries.
When planning port pickups, CargoWise’s
up-to-date container tracking tools, using
machine learning and artificial intelligence,
allow customers to plan the truck arrival more
accurately, saving time at the port, wasted fuel,
and optimizing labor resources. CargoWise’s
Cloud deployment also makes remote working
and collaboration easy to deploy. With full
visibility of people and processes, no matter
where they are located, customers can save
considerable cost on building overheads and
power consumption.
Waste management
We recognize the importance of minimizing the waste
we generate.
As a software business in the IT sector, our waste
footprint is relatively low compared to other industries
as we do not produce any goods or extract raw materials.
The main sources of waste for WiseTech include
electronic equipment used by our employees in offices,
office waste, and packaging.
This year, more than 4,000kgs of e-waste globally
was recycled, a significant increase from the 200kgs
recycled in FY21. This was due to decommissioned
data center infrastructure, which included servers,
as we consolidated our data centers as part of our cost
efficiency program. This was in addition to laptops,
desktop PCs and monitors, which remained at similar
levels to the previous reporting period.
We have recycled our e-waste in Australia since 2018,
working with our partner to recover and collect used
electronic equipment or e-waste.
Once collected, detailed tests and inspections are
completed to assess the condition of the equipment.
If suitable and approved by WiseTech, the equipment
with commercial value is resold. Where there is no
commercial value, the equipment is recycled in Australia.
4 4
Marketplace
We strive every day to build products that surprise and delight our
customers and empower their success.
Our products enable and empower the world’s supply chains, facilitating global trade.
We recognize data security is critical to our success and customer relationships, and product
innovation is fundamental to the sustainability of our business and key to our competitiveness.
We work with industry partners to drive efficiency and productivity through our software solutions,
and are committed to conducting business responsibly.
includes key personnel such as the Global Managers for
Information Services and Security, and the CEO. The ISC
supports the successful implementation and ongoing
management of our ISMS.
Product innovation
Our technology facilitates global trade and the
movement of essential goods. It delivers efficiencies
and enhances productivity, transparency, visibility,
and control of the operations of large freight forwarders
and global logistics providers.
Our industry leading flagship product, CargoWise,
delivers business continuity, scalability and security
for our customers.
Product innovation is fundamental to our
business and key to our competitiveness,
customer attraction, and retention.
Data security and privacy
Our products involve the storage and transmission of
our customers’ confidential and proprietary information.
We have adopted a structured, proactive approach
to managing information security risks. We use a strong
internal set of controls related to data protection.
Our risk‑based approach utilizes industry frameworks
and best practice to build our strategy with appropriate
governance at a Board and Senior Management level.
We take a best practice approach to privacy and data
protection, aiming to comply with the General Data
Protection Regulation (GDPR) as a baseline while also
striving for continuous improvement.
This year we achieved ISO 27001 certification, the
internationally recognized standard for an Information
Security Management System. To supplement this,
we are renewing our System and Organizational Controls
(SOC) certification over the next year with an external
auditor. We are also now aligned with ISO 31000, which
provides a structured approach for risk identification,
assessment, and treatment in support of our Information
Security Management System (ISMS).
We undertook a Cyber Security Maturity audit in
partnership with a third party this year, based on the
leading NIST Cybersecurity Framework. The results allow
us to track the progress of our Cyber Security program
in line with our commitment to continuously improve our
maturity in this area.
We continued to deliver privacy and data protection
and cyber security training in FY22. This training was
tested using targeted phishing campaigns, performing
company-wide simulated attacks to track click rate and
submission of credentials. This allowed us to enhance
our security awareness program and perform specific,
targeted training where required.
During the reporting period, our Information Security
Committee (ISC) continued to meet quarterly. The ISC
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
4 5
University attract 64 points of credit, or the equivalent
of one year of a three year degree.
We are members of numerous industry associations
around the world. This year WiseTech Global became
a bronze sponsor of the FIATA International Federation
of Freight Forwarders, a non-governmental organization
with over 40,000 members from the multimodal freight
transport industry.
We also became a member of the Tech Council of
Australia this year, the peak body for the technology
sector. To learn more about our industry association
memberships, visit the sustainability section of the
WiseTech Global website.
In partnership with Reuters Research, we surveyed
logistics and supply chain professionals from around
the world to understand how they think about and
drive productivity across their operations, and the role
technology plays in achieving this. We shared findings
from the research with our customers and partners,
to continue to build knowledge and understanding
of why digital transformation is crucial for logistics
businesses to succeed in an increasingly disrupted
and competitive landscape.
Modern slavery
We are committed to conducting
business in an ethical, lawful, and socially
responsible manner and expect the same
from our team members and suppliers.
Our approach to upholding and respecting human rights
for all people has regard to the UN Guiding Principles
on Business and Human Rights, the Universal Declaration
of Human Rights, the International Covenant on Civil and
Political Rights, the International Covenant on Economic,
Social and Cultural Rights, and the International Labour
Organization’s Declaration on Fundamental Principles
and Rights at Work.
We continued to roll out our Supplier Labor Code
of Conduct to suppliers during the year.
During the reporting period we continued with our
mandatory Modern Slavery training for all new starters
as part of onboarding, and refresher training required
every two years.
Our Modern Slavery Statement is published annually
on our website and the Australian Government’s Modern
Slavery Register.
We invest in new CargoWise product innovations
driven by our own Product and Development teams.
At WiseTech, 54% of our global workforce focus on
product development and teams are supported by
innovation methodologies and training to solve deep
problems and build world-leading products that make
a real difference. We have 35 product development
centers globally, with centers of excellence in
Bangalore and Nanjing.
As part of our substantial product investment, we have
increased our focus on six CargoWise development
priorities, which are outlined on page 20. Focusing
substantial investment in these development priorities
will expand our penetration of these adjacent areas.
In FY22, we reinvested 29% of our revenue
in R&D and delivered 1,199 CargoWise product
enhancements, continuing to expand our pipeline
of commercializable innovations.
We are also helping the industry move closer
to eliminating paper documents as a medium for
conducting international trade. Advances this year
include partnering with FIATA to help facilitate the
digitalization of the bill of lading. On 1 July 2022,
we acquired Bolero, a leading provider of electronic
Bills of Lading and digital documentation solutions
to facilitate global trade. We are working to integrate
this solution with our CargoWise platform to accelerate
the adoption of paperless trade.
Our technology facilitates global trade,
the movement of essential goods and
supports greater global economic
productivity
Working with industry
We work to develop and strengthen the technology
and logistics industries globally which in turn support
us to build breakthrough ideas.
In 2018, we established WiseTech Academy – a Registered
Training Organization in Australia – to help improve skills
and knowledge of existing professionals and provide
a stepping stone for individuals looking to launch their
career in technology and supply chain logistics.
Courses offered via WiseTech Academy are written
or reviewed by industry experts to ensure the knowledge
and skills developed are relevant to employers in the
industry. To read more about its work this year, see the
Community section of this report.
We worked closely with Charles Sturt University this
year to achieve recognition of prior learning for the
WiseTech Diploma of Customs Broking. Students who
have completed the Diploma course and go on to study
the Bachelor of Border Management at Charles Sturt
4 6
FY22 data tables
The data selected and reported in the Sustainability Report allows stakeholders to assess WiseTech Global’s
sustainability performance in key areas for our business. The data covers the performance and activities over which
WiseTech Global had operational control during all, or part of, the year ended 30 June 2022.
Our data set is informed by the Global Reporting Initiative (GRI) Standards and the Sustainability Accounting
Standards Board (SASB) Software & IT Services Standard (see the GRI & SASB Index on our website for more detail).
People
Metric
Total employees
Employment type
Permanent
Temporary
Full time or part time
Full time
Part time
Contractors
Contractors
Gender
FY22
1,979
F
569
32
532
69
M
1,296
80
1,326
50
63
22
N-B 1
2
0
2
0
0
FY21
1,860
F
539
32
509
62
M
1,221
66
1,253
34
57
29
N-B1
2
0
2
0
0
Total workforce by gender
70%
30%
0%
69%
31%
0%
Function 2
Total product design & development
% workforce
By gender
Total technical & product support
% workforce
By gender
Total general & administration
% workforce
By gender
Total sales & marketing
% workforce
By gender
Region 3
Total Asia Pacific
Permanent
Temporary
Contractors
Full time
Part time
Total Europe, Middle East and Africa (EMEA)
Permanent
Temporary
Contractors
Full time
Part time
Total Americas
Permanent
Temporary
Contractors
Full time
Part time
N-B 1
1
N-B 1
0
N-B 1
1
N-B 1
0
M
N/A
M
N/A
M
N/A
M
N/A
M
835
M
212
M
219
M
110
1,076
54%
F
240
345
17%
F
133
403
20%
F
183
155
8%
F
45
1,175
1,077
98
64
1,118
57
561
548
13
12
504
57
243
242
1
9
238
5
N-B 1
N/A
N-B 1
N/A
N-B 1
N/A
N-B 1
N/A
995
53%
F
N/A
361
20%
F
N/A
333
18%
F
N/A
171
9%
F
N/A
1,019
N/A
N/A
N/A
1,001
53
594
N/A
N/A
N/A
498
38
247
N/A
N/A
N/A
265
5
1 Non-binary data represents employees who have self-selected to disclose as gender identity.
2 Gender split by function available from FY22 onwards. Percentages may not add due to rounding.
3 Permanent, temporary and contractor data by region reported from FY22 onwards.
Metric
Age
Total workforce
<30 years
30-50 years
>50 years
Board
<30 years
30-50 years
>50 years
Senior Management Team 2
<30 years
30-50 years
>50 years
Technical workforce
<30 years
30-50 years
>50 years
Recruitment and retention 3
Total new hires
New hires by gender
% total workforce
New hire by age group
<30 years
30-50 years
>50 years
New hires by region
Asia Pacific
EMEA
Americas
Turnover 3
Total turnover
Voluntary turnover
Involuntary turnover
Turnover by gender
% total turnover by gender
Turnover by age group
<30 years
30-50 years
>50 years
Turnover by region
Asia Pacific
EMEA
Americas
Remuneration equity
% of employee equity ownership
% of eligible employees enrolled in Invest As You Earn (IAYE)
Learning and development
Total average training hours 6
Total average training hours per employee 5,6
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
4 7
FY22
17.2%
61.4%
21.4%
0%
0%
100%
0%
46.2%
53.8%
19.6%
62.0%
18.4%
347
F
95
5%
7%
9%
1%
15%
2%
1%
11.8%
9.7%
2.1%
F
3.5%
3.2%
7.1%
1.6%
6.8%
3.9%
1.1%
77%
23%
9.91
F
12.60
M
252
13%
M
8.3%
M
8.69
FY21
17.2%
61.8%
21.0%
0%
0%
100%
0%
53.8%
46.2%
19.3%
62.7%
17.9%
152
F
32
2%
4%
4%
0%
7%
1%
0%
20.8% 4
10.8%
10.0%
N-B 1
0
0%
N-B 1
0
0%
M
120
6%
N-B 1
0%
M
F
12.6%5
7.9% 5
N-B 1
N/A
4.2% 5
13.3% 5
3.1% 5
9.1%
8.0%
3.6%
>70%
17%
N/A
F
N/A
N-B 1
N/A
N-B 1
N/A
M
N/A
1 Non-binary data represents employees who have self-selected to disclose as gender identity.
2 For a list of our Senior Management Team visit the WiseTech website www.wisetechglobal.com/investors/senior-management-team/.
3 Percentages may not add due to rounding.
4 Updated for accuracy following internal data reviews.
5 Excludes employees where gender and age was not reported.
6 Data covering a 12 month period.
4 8
Environment
Metric 1
Greenhouse Gas (GHG) emissions
Total emissions (tCO2e)3
Total Scope 1 & 2 (Market-based 4)
Scope 1
Scope 2 (Market-based)
Total carbon emissions by source (tCO2e)
Scope 1 emissions
Stationary fuels 6
Natural gas
Diesel
Transport fuels 7
Motor gasoline/Petrol
Diesel
Scope 2 emissions
Electricity (Market-based)
Electricity (Location-based 8)
Purchased heating and cooling
Carbon Offsetting (tCO2e) 9
Total offsets retired
Energy
Total energy consumption (MWh)
Total indirect and direct energy (MWh)
Indirect energy
Electricity
Direct energy
Natural gas
Diesel
Gasoline
Waste
E-waste recycled (Kg)
FY22
3,328.5
215.8 5
3,112.7
215.8 5
83.5
83.5
–
132.3
11.9
120.4
3,082.3
3,228.6
30.4
3,328.5
6,853
5,904
453
453
44
4,001
FY21 2
3,187.5
87.0
3,100.5
87.0
81.1
79.9
1.2
5.9
5.9
N/A
3,100.5
3,140.5
N/A
N/A
5,786
5,324
433
4
25
208
1
Totals and sub totals may not sum due to rounding.
2 FY21 GHG emissions and energy consumption data has been updated for accuracy following internal data reviews. All references to FY21 emissions and
energy data throughout this report are consistent with these updated figures.
3 Emissions have been calculated in line with the Greenhouse Gas (GHG) Protocol on an operational control basis. We are committed to improving the quality
of this inventory as we further refine our global data management systems and processes. To overcome data limitations, a small number of data points in our
inventory were generated using assumptions and extrapolations from partial data.
4 A market‑based method reflects emissions from electricity that WiseTech has chosen to purchase.
5 Scope 1 emissions increased in FY22 due to improved availability of actual data and improved estimation methodologies.
6 Excludes diesel consumption in France.
7 Excludes vehicle usage in South Korea and Netherlands.
8 A location‑based method reflects the average emissions intensity of grids on which energy consumption occurs.
9 Carbon offsets applied from FY22 onwards. To read more about the offsets retired, see the Environment section of this report.
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
4 9
5 0
Board of Directors
Andrew Harrison, Independent Chair and Non-Executive Director
Andrew joined the Board in 2015 and was appointed Chair in September 2018.
Andrew is an experienced company director and corporate adviser.
Andrew has previously held executive roles and non-executive directorships with both
public and private companies. He was the CFO of Seven Group Holdings and group finance
director of Landis+Gyr, and has been a director of ASX-listed companies Estia Health Limited
(November 2014 to October 2018), IVE Group Limited (November 2015 to November 2018),
Xenith IP Limited (October 2015 to September 2018), Bapcor Limited (March 2014
to February 2021), as well as of Alesco Limited, Moorebank Intermodal Company Ltd and
Vend Ltd. Andrew was a senior manager at Ernst & Young (Sydney and London) and Gresham
Partners Limited, and an associate at Chase Manhattan Bank (New York).
Andrew holds a Bachelor of Economics from The University of Sydney and a Master
of Business Administration from the Wharton School at the University of Pennsylvania.
He is a Chartered Accountant.
Richard White, Executive Director, Founder and CEO
Richard has been CEO and an executive director of WiseTech Global since founding the
company in 1994.
Richard has more than 35 years of experience in software development, embedded systems
and business management and over 25 years of freight and logistics industry experience.
Prior to founding WiseTech Global, Richard was the managing director of Real Tech Systems
Integration (a provider of computer consulting and systems integrations services) and CEO
of Clear Group (a distributor of computer related equipment).
Richard holds a Master of Business in Information Technology Management from the
University of Technology, Sydney (UTS). Richard is a UTS Luminary and a Fellow of UTS.
Richard Dammery, Independent Non-Executive Director
Richard joined the Board in December 2021. Richard is an experienced company director.
In addition to WiseTech Global, he currently serves on the boards of Aussie Broadband
Limited (ASX:ABB) (since July 2020), Australia Post, and Nexus Day Hospitals Group.
He is the chairman of Doctor Care Anywhere PLC (ASX:DOC) (director since September 2020)
and Creative Partnerships Australia, the Australian Government’s primary body encouraging
and facilitating private sector and philanthropic investment in the arts.
His previous directorships include leading data analytics group, Quantium Group, and
Australian Leisure and Hospitality Group (now part of ASX‑listed Endeavour Group).
Richard has held a range of senior leadership roles in major Australian companies and was
a corporate partner with law firm Minter Ellison. He holds a BA (Hons) and LLB from Monash
University, an MBA from the University of Melbourne, a PhD from the University of Cambridge,
and is a Fellow of the Australian Institute of Company Directors. He is also an Adjunct Professor
at Monash University Business School.
Teresa Engelhard, Independent Non-Executive Director
Teresa joined the Board in 2018 and is Chair of the Nomination Committee and the
People & Remuneration Committee. Teresa has more than 20 years’ international experience
as a director, executive and venture capitalist in the technology, software and energy sectors.
Teresa is currently the CEO and Founder of stealth‑stage startup StickyTek Pty Ltd and
a non‑executive director of non‑profit organization LaunchVic. She is also a former director
of ASX-listed Redbubble Limited (August 2011 to October 2017) and Origin Energy Limited
(May 2017 to October 2020).
Teresa holds a Bachelor of Science (Hons) from the California Institute of Technology (Caltech)
and a Master of Business Administration from Stanford University. She is a graduate of the
Australian Institute of Company Directors and a member of Chief Executive Women.
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
5 1
Charles Gibbon, Independent Non-Executive Director
Charles joined the Board in 2006, served as Chair from 2006 to 2018, and has been a shareholder
since 2005. Charles is a director of Shearwater Capital Pty Ltd and has previously been a director of
Monbeef Pty Ltd, Photolibrary Pty Ltd and the former ASX-listed Health Communication Network Ltd.
Charles has more than 20 years of experience in institutional funds management. He was
a member of the Investment Committee of Quadrant Capital Funds I, II and III for Quadrant Private
Equity, and has held roles as the CEO of Russell Private Equity, CEO of Risk Averse Money Managers
Pty Ltd, a director of Morgan Grenfell Australia and an associate director of Schroders Australia.
Charles holds a Bachelor of Science in Mathematics from Otago University and a Master
of Commerce (Hons) from the University of Canterbury.
Michael Gregg, Independent Non-Executive Director
Michael joined the Board in 2006 and has been a shareholder since 2005. Michael is currently
a non‑executive director of Surgical Partners (Ehealthme Pty Ltd), Emudent Technologies Pty Ltd,
Shearwater Capital Pty Ltd and Community Connections Australia. Previously, Michael was the
managing director of the former ASX-listed Health Communication Network Limited. Michael has
also held executive positions in the telecommunications, transport and retail industries.
He holds a Bachelor of Science from The University of Sydney, a Master of Business Administration
from the Australian Graduate School of Management and is a Graduate of the Australian Institute
of Company Directors.
Maree Isaacs, Executive Director, Co-founder and Head of License Management
Maree co-founded WiseTech Global with Richard White in 1994 and has been an Executive
Director since 1996.
One of Australia’s most successful female tech founders, Maree has more than 30 years of senior
executive experience across the logistics, supply chain and technology industries. Her extensive
knowledge across business and administrative operations, account management, customer
service, and quality assurance, has been instrumental in WiseTech’s rapid growth and in driving
a productivity‑first approach.
Maree is Head of License Management and is also a Company Secretary at WiseTech Global. Prior
to co‑founding WiseTech Global, Maree worked at Real Tech Systems Integration and Clear Group.
Michael Malone, Independent Non-Executive Director
Michael joined the Board in December 2021. Michael is an Australian-based entrepreneur,
business executive, and professional director with more than 20 years’ experience across
the technology, telecommunications and media industries. He is a non-executive director
at ASX‑Listed Seven West Media Ltd (since June 2015).
Michael is also currently non-executive director at NBN Co. His previous directorships include
the Axicom Group and ASX-listed companies Dreamscape Networks Ltd (September 2016 to
September 2018), DUG Technology Ltd (June 2020 to August 2021), Speedcast International Ltd
(July 2014 to March 2021) and Superloop Ltd (April 2015 to March 2020).
Michael founded iiNet in 1993 and continued as CEO until his retirement in 2014. He has
also co‑founded and grown multiple for‑profit and not‑for‑profit companies including .au
Domain Administration, Diamond Cyber Security (now part of CyberCX) and Autism West
(now Spectrum Space).
Michael is a Fellow of the Australian Institute of Company Directors, the Australian Institute of
Management and the Australian Computer Society. He has a Bachelor of Science (Mathematics)
and a post graduate Diploma in Education, both from the University of Western Australia.
Arlene Tansey, Independent Non-Executive Director
Arlene joined the Board in June 2020 and is Chair of the Audit & Risk Committee. Arlene is
an Australian-based professional director with more than 30 years’ international experience
in financial services and investment banking. Arlene is currently a non‑executive director
of ASX‑listed Aristocrat Leisure Limited (since July 2016) and TPG Telecom Ltd (since July 2020).
She is a former non-executive director of Adelaide Brighton Limited (April 2011 to October 2019)
and Healius Limited (August 2012 to October 2020).
Arlene has a Juris Doctor from the University of Southern California Law Center and
an MBA Finance and International Business from New York University. She is a Fellow
of the Australian Institute of Company Directors and a member of Chief Executive
Women and the International Women’s Forum Australia.
5 2
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
5 3
Corporate Governance
Statement
A governance framework has been established to support our business and help us to deliver
on our strategy. This framework provides the structure through which our strategy and business
objectives are set, our performance is monitored, and the risks we face are managed.
We are committed to excellence in corporate
governance, transparency and accountability.
We regularly review our governance arrangements
and practices to reflect changes in our business and
in market practices, expectations, and regulation.
This statement explains how the Board oversees the
management and corporate governance of WiseTech
Global. The main principles and policies adopted by
us are summarized below. Details of our key principles
and policies and the charters for the Board and each
of its Committees are available on our website at:
wisetechglobal.com/investors/corporate-governance
This statement is as at 13 October 2022 and has
been approved by the Board of WiseTech Global.
Our governance framework
ASX Recommendations
The ASX Corporate Governance Council has developed
corporate governance principles and recommendations
for ASX-listed entities (ASX Recommendations)
in order to promote investor confidence and to assist
entities in meeting stakeholder expectations. The ASX
Recommendations are not prescriptive, but guidelines.
Under the ASX Listing Rules, we are required to provide
the statements below disclosing the extent to which
we have followed the ASX Recommendations.
This Corporate Governance Statement benchmarks
our corporate governance practices against the 4th
edition of the ASX Recommendations, released in
February 2019. WiseTech Global followed all of the
ASX Recommendations throughout FY22.
WiseTech Global intends to follow all of the ASX
Recommendations for the financial year commencing
1 July 2022.
S H A R E H O L D E R S
W I S E T E C H G L O B A L L I M I T E D B O A R D
Oversees management on behalf of shareholders
A U D I T & R I S K
C O M M I T T E E
N O M I N A T I O N
C O M M I T T E E
Oversees corporate reporting
and risk management
Considers Board composition
and succession planning
P E O P L E &
R E M U N E R A T I O N
C O M M I T T E E
Oversees people practices and
strategies and our remuneration
and incentive framework
C E O
Responsible for the day-to-day management of WiseTech Global and the implementation of our strategy
S E N I O R M A N A G E M E N T T E A M
Responsible for running the business and delivering on our strategic objectives
5 4
Board composition
Our Board currently comprises a total of nine Directors
— seven independent Non-Executive Directors
(including our Chair) and two Executive Directors.
Biographies of the Board members, including details
of their qualifications, tenure and experience, can
be found on pages 50 and 51, and on our website at:
wisetechglobal.com/investors/board-of-directors
Board Committees
The Board may, from time to time, establish appropriate
committees to assist in performing its responsibilities.
Three committees operated throughout FY22:
the Audit & Risk Committee;
the Nomination Committee; and
the People & Remuneration Committee
The Board’s Related Party Committee was disbanded
in June 2022. Any future related party matters will be
considered by the Audit & Risk Committee.
Please refer to page 91 for further information
regarding the Committee meetings (including the number
of times each Committee met throughout the reporting
period and the individual attendances of the members
at those meetings).
Corporate governance principles and policies
We have implemented a principles-based governance
model whereby practical sets of principles are
provided to guide behavior. These principles are
designed to give direction on our approach to
business conduct. More structured policies are
implemented where appropriate.
You can find copies of our corporate policies and
principles on our website at:
wisetechglobal.com/investors/corporate-governance
Principle 1: Lay solid foundations for
management and oversight
Responsibilities of the Board
The Board is responsible for our overall corporate
governance, including establishing and monitoring key
performance goals, and is committed to maximizing
performance, generating appropriate levels of
shareholder value and financial returns, and sustaining
our long-term growth and success. In accordance with
these objectives, the Board seeks to ensure that we are
properly managed to protect and enhance shareholder
interests, and that we and our Directors, officers and
staff, operate in an appropriate environment of corporate
governance. Accordingly, the Board has created
a framework for managing WiseTech Global, including
relevant internal controls, risk management processes
and corporate governance principles, policies and
practices – that is designed to promote the responsible
management and conduct of WiseTech Global.
The Board has approved a Board Charter, which governs
the operations of the Board, its role and responsibilities,
composition, structure and membership requirements.
The Board’s role is to:
– represent and serve the interests of shareholders
by overseeing and appraising our strategies, policies
and performance;
– optimize our performance and build sustainable value
for shareholders;
– set, review and ensure compliance with our values and
governance framework (including establishing and
observing high ethical standards); and
– ensure that shareholders are kept informed of our
performance and major developments.
Matters which are specifically reserved for the Board
or its Committees include:
– approving the Group’s strategy, business plans and
policies and monitoring the Group’s performance,
strategic direction and portfolio of activities and
the associated risks;
– appointing the Chief Executive Officer (CEO), and
approving the remuneration of, and overseeing the
performance review of, the CEO;
– reviewing and approving succession plans for the
CEO and the Company’s executive team;
– reviewing, approving and monitoring the Group’s risk
appetite within which the Board expects management
to operate and the financial and non‑financial risk
management systems, including internal compliance
and control mechanisms;
– approving the annual report and financial statements
(including the directors’ report and remuneration
report) and any other published periodic reporting
required by law, or under the ASX Listing Rules,
to be adopted by the Board;
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
5 5
CEO, must stand for re-election no later than the third
AGM after their previous election or re-election.
Before each AGM, the Board reviews the performance
of each Director standing for election or re-election
and advises shareholders whether it recommends their
election or re-election.
Co-founder and Executive Director, Maree Isaacs,
is retiring by rotation and intends to stand for re‑election
at the 2022 AGM. Richard Dammery and Michael Malone,
having been appointed to the Board in December 2021,
will stand for election at the 2022 AGM. The Notice
of AGM will provide information on each Director’s
background, skills and experience. The Board considers
that each candidate continues to make a valuable
contribution to the Board.
CEO and senior executives
The CEO and senior executives have clearly understood
goals, accountabilities and employment contracts
setting out their terms of employment, duties, rights
and responsibilities, and entitlements on termination
of employment. Appropriate background checks are
undertaken prior to appointing senior executives.
Company secretaries
WiseTech Global has two company secretaries,
appointed by the Board. The company secretaries are
directly accountable to the Board, through the Chair, on
all matters related to the proper functioning of the Board.
This includes advising the Board and its Committees on
governance matters and procedures, coordinating Board
business (including preparing and maintaining Board and
Committee papers) and providing a point of reference for
dealings between the Board and management.
Diversity and Inclusion Principles
We value a strong and diverse workforce and are
committed to diversity and inclusion in our workplace.
We have implemented Diversity and Inclusion Principles,
designed to foster a culture that values and achieves
diversity in our workforce and on our Board. The main
objectives are to ensure that we:
– promote the principles of merit and fairness
when making decisions about recruitment,
development, promotion, remuneration and
flexible work arrangements;
– recruit from a diverse pool of qualified candidates,
making efforts to identify prospective employees
who have diverse attributes, and seeking to ensure
diversity of those involved in selection processes
when selecting and appointing new employees and
Board members;
– embed the importance of diversity within our culture
by encouraging and fostering a commitment to
diversity by people at all levels of our global business;
– approving and monitoring the progress of major capital
expenditure, capital management and capital raising
initiatives and acquisitions and divestments;
– approving the dividend policy of the Company and
payment of dividends;
– overseeing the Group’s accounting and corporate
reporting systems and appointing, re-appointing
or removing the Company’s external auditors and
approving the auditor’s remuneration;
– approving and monitoring the effectiveness of the
Group’s system of corporate governance, including
reviewing corporate policies and principles and
monitoring their effectiveness;
– approving the Company’s values, monitoring
corporate culture and management’s promotion
of the Company’s values;
– approving the overall remuneration policy, including
non-executive director remuneration, executive
director and senior executive remuneration and
any executive incentive plans;
– overseeing the implementation and management of
the Group’s sustainability/ESG practices and initiatives;
– determining the size, composition and structure
of the Board and its Committees, and the process
for evaluating its performance;
– overseeing the management of the Company’s
interactions and communications with shareholders
and the broader community; and
– reviewing the division of functions and responsibilities
between the Board, CEO and the Company’s
executive team.
The CEO is responsible for running the day-to-day
business of WiseTech Global under delegated authority
from the Board and to implement the strategies and
policies approved by the Board.
In carrying out management responsibilities, the CEO
must report to the Board in a timely and clear manner
and ensure all reports to the Board present a true and
fair view of our financial condition and operational
results. The role of management is to support the CEO
and implement the running of the general operations
and financial business of WiseTech Global in accordance
with the delegated authority of the Board.
Appointment of Directors
Prior to the appointment of any new Non-Executive
Director, appropriate checks are conducted to determine
whether the candidate has the capabilities needed,
and is fit and proper, to undertake the responsibilities
of the role. On appointment, each Director receives
a formal letter, outlining the key terms, conditions and
expectations of their appointment. All new Directors,
other than the CEO, must stand for election by
shareholders at the first Annual General Meeting (AGM)
after their appointment and all Directors, other than the
5 6
– leverage our employees’ unique skills, values,
backgrounds and experiences, which will assist
with understanding our customer needs across
our global business; and
– develop an inclusive work environment that enables
all employees to show their full potential, regardless
of their background, gender, age, work status,
marital status, religious or cultural identity.
Our Diversity and Inclusion Principles include
a requirement for the Board to set measurable
objectives for achieving gender diversity and to assess
annually both the objectives and the Company’s
progress in achieving them. A copy of our Diversity
and Inclusion Principles is available on our website at:
wisetechglobal.com/investors/corporate-governance
We pride ourselves on our highly diverse and
strongly inclusive workforce. We remain committed
to diversity and inclusion. Diversity refers to all the
characteristics that make individuals different from
each other. They include attributes or characteristics
such as religion, race, ethnicity, language, gender,
sexual orientation, disability, age and any other ground
for potential unlawful discrimination. Diversity is about
our commitment to treating individuals equally and
with respect.
The percentages of women at Board and senior
management levels and across our organization
as at 30 June 2022, and at 30 June 2021, were:
Board
Senior
management1
All employees
2022
33%
24%
30%
2021
43%
25%
31%
While there is more work for us to do, we believe our
current levels of female representation compare well
to other technology companies and are relatively
positive in the context of both the logistics industry
and technology for business-to-business software.
In the short-term, our objective is to broadly maintain
levels of female representation in our business at the
following levels:
20%+ of senior managers; and
30%+ of our workforce.
As an S&P/ASX 300 company, our measurable objective
for achieving gender diversity in the composition of our
Board is to continue to have not less than 30% of our
Directors of each gender.
1 Senior management is determined by assessing the role, scope and
responsibilities of managers with reporting levels CEO-1 and CEO-2.
We also invest in developing the potential for qualified
females to enter our industry. We believe this broader
technology industry challenge requires comprehensive
and multi-faceted efforts at the early education stage to
encourage greater industry participation across genders.
Our initiatives include programs to encourage girls
and young women to pursue technology careers,
with a longer-term aim of increasing the female talent
pool available. For more information on our diversity
and inclusion practices and our student scholarships,
sponsorships and training programs, please see our
Sustainability Report, pages 26 to 49.
Review of Board, Committee and
Director performance
The Board has agreed that it will conduct periodic
performance evaluations of itself, its Committees and
of each Director. Generally, the evaluation process will
involve the Chair holding one-to-one interviews with
Directors on their own performance, the performance
of the Board as a whole and the performance of the
Committees and other Directors. The performance
of the Chair will be evaluated by one of the other
Non-Executive Directors in a one-to-one interview
with the Chair, incorporating feedback from the other
Directors. The Board will then review and discuss the
collated results of those interviews to determine ways
to enhance the effectiveness and efficiency of the Board.
In FY22, the Board enlisted an independent external
adviser to assist with the conduct of the annual
performance review including an anonymous
questionnaire and one-on-one interviews with
Directors and senior managers. The assessment
included consideration of the current performance
of the Board, its Committees and the Directors.
Review of CEO and senior
executives’ performance
The Board reviews the performance of the CEO
annually against performance measures and other
agreed goals, in accordance with the business
requirements of the Company. The CEO reviews the
performance of the senior executives regularly, but no
less than annually, based on their agreed performance
measures. Performance reviews in accordance with
these processes were conducted in respect of FY22
for the CEO and senior executives shortly after the
end of the reporting period.
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5 7
Principle 2: Structure the board to be
effective and add value
Nomination Committee
The Nomination Committee’s role is to assist and advise
the Board in relation to the following matters:
– the process for nomination and selection of Directors;
– the Board skills matrix setting out the mix of skills,
expertise and experience that the Board currently
has or is looking to achieve in its membership;
– the size and composition of the Board,
including reviewing Board succession plans;
– the process to review Director contributions and
the performance of the Board, Board Committees
and individual Directors; and
– Director induction and professional development
programs, and their effectiveness.
The Nomination Committee Charter sets out
the role, responsibilities and composition of the
Committee and provides that the Committee must
comprise a majority of independent Directors, an
independent Chair and a minimum of three members.
A copy of the charter is available on our website at:
wisetechglobal.com/investors/corporate-governance
– Growth strategy and risk management: Board or
senior executive experience in setting and overseeing
strategies and risk frameworks which support and
enable success at global high-growth technology
companies, preferably in the B2B software sector;
– Financial acumen and accounting: Financial literacy
or accounting qualifications and/or experience in the
area of financial reporting integrity;
– Human capital management: People management
and human resources expertise including talent
management and driving organizational change;
– Listed company governance and compliance:
Board or senior executive experience in a listed
company, including investor relationships and
corporate governance;
– Entrepreneurship/change: Board or senior executive
experience in an entrepreneurial enterprise and/or
rapidly changing business environments; and
– Mergers and acquisitions: Board or executive
experience with M&A and business integration.
The Board believes that all areas in the skills matrix are
currently well represented on the Board. The Board will
continually review and, if appropriate, update the matrix
to reflect the needs of the business.
The Nomination Committee comprised these Directors
throughout FY22:
Capability
Number of Directors
with the capability
Teresa Engelhard, Chair;
Andrew Harrison; and
Richard White.
Board skills matrix
The Board is responsible for Board succession planning,
the appointment of new directors and continuing
professional development of directors. In doing so, it has
regard to the balance of skills, diversity, experience,
independence and expertise on the Board. The Board uses
a skills matrix which identifies the skills and experience
needed to support WiseTech in achieving its strategy
and meeting its regulatory and legal requirements.
The key skills and experience that comprise the
matrix include:
– International experience: Board, senior executive
or senior adviser experience with a large
global organization;
– Technology sector executive leadership: Senior
executive experience in the technology sector,
preferably with a B2B focus;
International experience
Technology sector
executive leadership
Logistics industry
Growth strategy and
risk management
Financial acumen
and accounting
Human capital
management
Listed company governance
and compliance
Entrepreneurship/change
Mergers and acquisitions
– Logistics industry: Experience and expertise or
Legend
formal qualifications in the area of global logistics;
High level of skills or experience
Relevant skills or experience
5 8
Board tenure and diversity
As at 30 June 2022, these were:
T E N U R E
0-3 years
3-6 years
6-9 years
9+ years
33%
45%
11%
11%
D I V E R S I T Y
Male
Female
33%
67%
Independence of Directors
The Board considers an independent Director to be
a Non‑Executive Director who is not a member of our
management team and who is free of any business
or other relationship that might influence or reasonably
be perceived to influence in a material respect the
unfettered and independent exercise of their judgment.
The Board considers a range of factors relevant to
assessing the independence of Directors in accordance
with the ASX Recommendations. The Board considers
quantitative and qualitative principles of materiality
for the purposes of determining ‘independence’ on
a case‑by‑case basis.
The Board considers that Andrew Harrison
(Chair of the Board), Richard Dammery, Teresa Engelhard
(Chair of the People & Remuneration and Nomination
Committees), Charles Gibbon, Michael Gregg, Michael
Malone and Arlene Tansey (Chair of the Audit & Risk
Committee) are independent Directors, free from
any business or any other relationship that could
materially interfere with, or reasonably be perceived
to interfere with, the independent exercise of the
Director’s judgment and each is able to fulfill the role
of an independent Director for the purposes of the ASX
Recommendations. On this basis, the Board consists
of a majority of independent Directors.
Charles Gibbon held approximately 5.3% of the
Company’s issued share capital as at 30 June 2022 and
joined the Board in 2006. The Board (absent Charles
Gibbon) has taken into account Charles’ substantial
shareholding and tenure when considering whether
Charles Gibbon should be considered to be independent.
The Board does not consider those factors to be
sufficiently dominant or influential in the circumstances
so as to conclude he is not independent or that his
interests will be different to those of shareholders
with smaller stakes. In particular, the Board had regard
to Charles Gibbon’s conduct to date on the Board and
the existence of Richard White’s voting control over
approximately 41% of the Company’s issued share capital
as at 30 June 2022 and the lack of other factors referred
to in the ASX Recommendations and Board Charter
which might lead the Board to query his independence.
The Board also noted that much of Charles Gibbon’s
tenure as a Director occurred prior to WiseTech’s listing
on the ASX in 2016. He has been a Director of WiseTech
as a listed company for just over six years.
Michael Gregg joined the Board in 2006. The Board
(absent Michael Gregg) has taken into account his
tenure when considering whether Michael Gregg should
be considered to be independent. The Board does
not consider this factor to be sufficiently dominant
or influential in the circumstances so as to conclude
he is not independent. In particular, the Board had
regard to Michael Gregg’s conduct to date on the
Board and the lack of other factors referred to in the
ASX Recommendations and Board Charter which might
lead the Board to query his independence.
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
5 9
The Board also noted that much of Michael Gregg’s
tenure as a Director occurred prior to WiseTech’s listing
on the ASX in 2016. He has been a Director of WiseTech
as a listed company for just over six years.
Richard White and Maree Isaacs, as members of
management, are not considered by the Board to fulfill
the role of independent Directors.
The Board regularly reviews the independence of each
Director in light of interests disclosed to the Board and
will disclose any change to the ASX, as required by the
ASX Listing Rules.
Director orientation, education and access
to advice
An orientation program is tailored to meet the needs
of each new Director, including briefings on our strategy,
financial, operational and risk management matters and
our governance framework.
As part of the Board meeting cycle, the Directors receive
regular briefings on the business and key developments
in areas such as governance, regulatory and accounting
matters. Director performance reviews periodically
consider whether there is a need for certain Directors
to undertake professional development to maintain the
skills and knowledge needed to perform their roles as
a Director effectively.
6 0
Principle 3: Instill a culture of acting lawfully,
ethically and responsibly
Principle 4: Safeguard the integrity of
corporate reporting
Our values
Audit & Risk Committee
Our credo, mantras and values give us focus and
purpose. Our values are disclosed on our website at:
wisetechglobal.com/who-we-are/our-values
Code of Conduct
Our Code of Conduct outlines the ethical standards
expected of all our Directors, senior executives and
employees. WiseTech Global is committed to maintaining
ethical standards in how we conduct our business
activities and stakeholder relationships. WiseTech Global’s
reputation as an ethical business organization is important
to our ongoing success. Our Audit & Risk Committee is
informed of any material breaches of our Code of Conduct.
A copy of the Code of Conduct is available on our website
at: wisetechglobal.com/investors/corporate-governance
Whistleblower Protection Principles
Our Whistleblower Protection Principles establish
mechanisms and procedures for employees to report
suspected unethical or illegal conduct in a manner
which protects the whistleblower and gathers the
necessary information for us to investigate such
reports and act appropriately.
Our Whistleblower Protection Principles apply to all
staff globally. These principles may be supplemented
by additional policies to meet local requirements
(including in Australia). The Board is informed of any
material incidents reported under the Principles.
Our global Whistleblower Protection Principles
are available on our website at:
wisetechglobal.com/investors/corporate-governance
Anti-Bribery and Corruption Policy
We are committed to conducting our business activities
in an ethical, lawful and socially responsible manner,
and in accordance with the laws and regulations of the
countries in which we operate. The Anti-Bribery and
Corruption Policy supports the Group’s Code of Conduct
and, in particular, the Group’s firm commitment to
operating an ethical business organization.
Our Anti‑Bribery and Corruption Policy is
available on our website at:
wisetechglobal.com/investors/corporate-governance
The Board is informed of any material breaches of our
Anti-Bribery and Corruption Policy.
The Audit & Risk Committee assists the Board in fulfilling
its corporate governance and oversight responsibilities
in relation to our periodic corporate reports, financial
reporting process and internal control structure,
management of risks and the external audit processes.
The Committee’s primary function is to assist the Board
to carry out its responsibilities to:
– review and monitor the integrity of the Company’s
consolidated financial reports and statements;
– review and oversee systems of risk management,
internal control and regulatory compliance
within the Company and its controlled entities,
including overseeing the process for implementing
appropriate and adequate control, monitoring and
reporting mechanisms;
– review the adequacy of the Company’s corporate
reporting processes; and
– liaise with and monitor the performance and
independence of the external auditor.
The Audit & Risk Committee Charter sets out the role,
responsibilities and composition of the Committee
and provides that the Committee must comprise only
Non-Executive Directors, a majority of independent
Directors, an independent Chair who is not Chair of the
Board, and a minimum of three members. In accordance
with its charter, it is intended that all members of the
Committee should have familiarity with general financial
and accounting practices, and at least one member
must have accounting or related financial management
expertise. A copy of the charter is available on our website
at: wisetechglobal.com/investors/corporate-governance
The composition of the Committee during FY22 is set
out below:
Arlene Tansey, Chair;
Richard Dammery, from 1 April 2022;
Charles Gibbon;
Michael Gregg, until 1 April 2022; and
Andrew Harrison.
Michael Malone became a member of the Committee with
effect from 30 June 2022, replacing Andrew Harrison.
Non-Committee members, including members of
management and our external auditor, may attend
meetings of the Audit & Risk Committee by invitation
of the Committee Chair.
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Principle 5: Make timely and
balanced disclosure
Market Disclosure and
Communications Principles
Our Market Disclosure and Communications
Principles establish procedures to help ensure that:
– we comply with our continuous disclosure
obligations contained in the ASX Listing Rules and
the Corporations Act 2001; and
– all our stakeholders have equal and timely access
to information we make available.
A copy of the principles is available on our website at:
wisetechglobal.com/investors/corporate-governance
Market announcements
We provide copies of all material market
announcements to Directors promptly after they
have been released to the market.
In accordance with best practice guidelines,
we release any investor presentation materials that
contain new and substantive information to the
ASX Market Announcement Platform ahead of the
presentation to investors and/or analysts.
Related Party Committee
Taking into account existing, long-standing related
party transactions for property and data centers
between WiseTech Global and its co‑founders, and the
potential for future transactions, in 2017, the Board
established a Related Party Committee comprising
independent Directors to consider and review
transactions. The Board disbanded the Committee
in June 2022. Any future related party matters will
be considered by the Audit & Risk Committee.
The Related Party Committee’s role was to support
the Company’s compliance with related party
rules and disclosure obligations. The Related Party
Committee Charter set out the role, responsibilities and
composition of the Committee and provided that the
Committee must comprise only independent Directors,
an independent Chair who is not Chair of the Board,
and a minimum of three members.
The composition of the Committee during FY22 is set
out below:
Michael Gregg, Chair;
Charles Gibbon; and
Andrew Harrison.
CEO and Chief Financial Officer assurance
The Board receives regular reports about the
operational results and financial condition of the
WiseTech Global group. The Board has received
and considered a declaration from each of the
CEO and the Chief Financial Officer in relation
to the financial statements, prior to approving
the financial results, in accordance with ASX
Recommendation 4.2. The declaration states that,
in their opinion, the financial records of WiseTech
Global have been properly maintained, that the
financial statements comply with the appropriate
accounting standards and give a true and fair
view of the financial position and performance
of the Company, and that the opinion has
been formed on the basis of a sound system
of risk management and internal control
which is operating effectively.
Periodic corporate reports
Any periodic corporate reports that have not
been audited or reviewed by an external auditor
are subject to internal verification processes
before being released to the market. All content is
either verified by the Finance team against source
data or data that has been audited or reviewed by
the external auditor or is reviewed and signed‑off
by relevant subject matter experts from within
the business. Equivalent procedures are
also used to verify other materials such
as presentations to investors.
6 2
Principle 6: Respect the rights of
security holders
Investor relations
The Company also has an investor relations program
to facilitate effective communication with investors
– primarily through our AGMs, our investor website and
a detailed program of interactions with institutional
investors, retail investor groups, sell-side and buy-side
analysts, proxy advisers and the financial media.
AGM
Our AGM is an opportunity for the Company to provide
information to shareholders and to receive feedback
from shareholders (including the opportunity for
shareholders to ask questions about the business
operations and management of the Company).
Our 2022 AGM will be held as a virtual online meeting.
Shareholders and proxyholders will be able to
participate online, ask questions and vote in real time
during the AGM by logging on to the online platform at:
meetings.linkgroup.com/WTC22
Since WiseTech’s listing on the ASX in 2016, all resolutions
at meetings of security holders have been decided
on a poll. The Board intends to continue this practice.
Investor website
Material exceptions or issues are reported to the
Audit & Risk Committee and/or the Board. A review
of the risk management framework was conducted
by the Audit & Risk Committee in FY22 to satisfy itself
that the framework continues to be sound and that
the Company is operating with due regard to the risk
appetite set by the Board.
Our 2022 annual report includes a summary of the
main risks affecting WiseTech Global, including
environmental, social and governance (ESG) matters.
The sustainability section of the annual report
includes our performance in relation to ESG key topics,
and our approach to managing the topics is explained
on our website.
Internal audit
A Risk Management and Internal Audit function
operated throughout FY22. The Head of Risk
Management and Internal Audit reports to the Chair
of the Audit & Risk Committee. The role of the Risk
Management and Internal Audit function is to provide
independent assurance to executive management and
the Board that an appropriate enterprise risk framework
has been established, and that key controls are in place
and operating effectively. The internal audit function
has a global role and is assisted with resources from
a co‑sourced specialist provider.
Our website includes a separate ‘Investors’ section,
where shareholders and other stakeholders can access
information about WiseTech Global, including annual
reports and presentations, ASX announcements and
share price information.
Principle 8: Remunerate fairly and responsibly
People & Remuneration Committee
The People & Remuneration Committee’s role is to assist
and advise the Board in relation to:
Shareholders can elect to receive their annual
reports, notices of meeting and dividend statements
online or in print. In addition, shareholders are able
to communicate electronically with us and our share
registry, Link Market Services, including being able
to lodge proxy forms online.
Principle 7: Recognize and manage risk
Risk Management Principles
We view risk management as a continual process,
integral to achieving our corporate objectives, that is,
managing our assets effectively and creating and
maintaining shareholder value.
Our Board is responsible for monitoring the Group’s
risk management systems across its business and has
delegated this oversight to the Audit & Risk Committee.
Risk management is also delegated to a group of
senior executives (with the CEO maintaining overall
responsibility), who oversee a system of internal
controls and risk management, and monitor and manage
those risks. These executives hold regular meetings
with the CEO, during which risks are discussed and
analyzed, and any necessary actions are determined.
– people and culture practices and strategies that
support the development of WiseTech’s desired
culture and alignment with our values;
– our remuneration policy and incentive framework
for all our staff;
– the process for overseeing performance
accountability and effective monitoring of
management, including setting and evaluating
performance against goals and targets;
– recruitment, retention and termination strategies;
– achievement against diversity objectives in relation
to remuneration; and
– the annual Remuneration Report to shareholders.
The People & Remuneration Committee Charter
sets out the role, responsibilities and composition
of the committee and provides that the committee
must comprise a majority of independent Directors,
an independent Chair and a minimum of three members.
A copy of the charter is available on our website at:
wisetechglobal.com/investors/corporate-governance
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
6 3
The People & Remuneration Committee comprised
these Directors throughout FY22:
Teresa Engelhard, Chair;
Richard Dammery, from 1 April 2022;
Charles Gibbon, until 1 April 2022;
Michael Gregg; and
Michael Malone, from 1 April 2022.
Remuneration Report
Our Remuneration Report describes the policies and
practices regarding the remuneration of Non-Executive
Directors and the remuneration of Executive Directors
and senior executives.
Securities Trading Policy
Our Securities Trading Policy outlines the rules for
Directors and employees trading in WiseTech Global
securities. The purpose of the policy is to assist Directors
and employees to comply with their obligations under
the insider trading provisions of the Corporations Act
2001 and to protect the reputation of the Company,
its Directors and employees.
Our policy establishes trading blackout periods for
key employees and Directors and prohibits the use
of hedges or arrangements that operate to limit the
economic risk of unvested, or vested but subject to
disposal restrictions, WiseTech Global securities issued
in connection with equity-based remuneration schemes.
6 4
Review of operations
Principal activities
We are a leading provider of software solutions to the logistics industry globally. We develop, sell and implement software solutions
that enable and empower logistics service providers to facilitate the movement and storage of goods and information, domestically
and internationally. We provide our solutions to more than 18,000 customers in 170 countries.
Our industry-leading flagship technology, CargoWise, is a deeply integrated, global software platform for logistics service providers.
Our software enables and empowers logistics service providers to execute highly complex logistics transactions and manage their
operations on one global database across multiple users, functions, offices, corporations, currencies, countries and languages.
Our main data centers in Australia, Europe and the US deliver our CargoWise platform principally through the cloud, which
customers access as needed and pay for usage as they execute on our platform.
Our customers range from small and mid-sized domestic and regional logistics providers to large multi-national and global logistics
providers, including 24 of the Top 25 Global Freight Forwarders 1 and 41 of the Top 50 Global Third-Party Logistics Providers (3PLs) 2.
Our software solutions are designed to assist our customers to efficiently navigate the complexities of the logistics industry and
can dramatically increase productivity, reduce costs and mitigate risks for our customers.
Innovation and productivity remain key areas of focus for the business. We invest significantly in product development and continue
to deliver hundreds of new product enhancements each year. This drives greater usage of our CargoWise platform, enabling the
business to achieve sustainable, profitable growth. Our strategy of focusing on the ‘3Ps’ – Product; Penetration; and Profitability
– is delivering our vision to be the operating system for global logistics. We are building our capabilities and, where appropriate,
fast-tracking our technology development and know-how through acquisitions. This allows us to deliver a comprehensive global
logistics execution solution for our customers, from the first-mile road movement, connecting to long-haul air, sea, rail and road,
crossing international borders – all while navigating complex regulatory frameworks with improved compliance, safety, visibility,
predictability, manageability and productivity.
We are committed to making a positive contribution to the communities that we are part of and recognize that our social license
to operate is integral to our ability to create long-term value for our stakeholders. Our people, the communities and marketplaces
in which we operate, and the environment are integral to our strategy and our operating decisions. We are focused on ensuring
we prioritize accountability and that we have robust governance frameworks in place.
Our technology solutions have an important role to play in solving the complex pain points of the logistics industry and in enhancing
productivity and efficiencies for logistics providers. We have secured a strong foundation for future technology development
and geographic expansion, with 35 product development centers, including centers of excellence in Bangalore and Nanjing, and
a headcount of almost 2,000 people globally across 35 countries.
1 Based on Armstrong & Associates Inc. Top 25 Global Freight Forwarders List ranked by 2021 gross logistics revenue/turnover and freight
forwarding volumes – Updated 4 August 2022.
2 Based on Armstrong & Associates Inc: Top 50 Global Third-Party Logistics Providers List ranked by 2021 gross logistics revenue/turnover
– Updated 4 August 2022.
Operating and financial reviewfor the full-year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
6 5
Summary of statutory financial performance
During the twelve months to 30 June 2022, we delivered strong revenue growth, driven mainly by increased market penetration
primarily from Large Global Freight Forwarder 1 rollouts, increased customer usage and adoption of our technology, and price
increases during the year to offset the impacts of inflation as well as generate returns on product investments. We continued our
significant investment in innovation and development and essentially completed our specific cost reduction initiative implemented
in FY20, maximizing operating leverage and driving efficiencies across the business.
Revenue increased 25% to $632.2m (FY21: $507.5m)
Operating profit increased 70% to $255.0 (FY21: $149.8m)
Net profit after tax increased 80% to $194.6m (FY21: $108.1m)
Underlying net profit after tax increased 72% to $181.8m (FY21: $105.8m)
Basic earnings per share increased 79% to 59.7 cents (FY21: 33.3 cents)
Summary financial results 2
Recurring On-Demand License revenue
Recurring One-Time License (“OTL”) maintenance revenue
OTL and support services
Revenue
Cost of revenues
Gross profit
Product design and development 3
Sales and marketing
General and administration
Total operating expenses
Operating profit
Net finance costs 4
Fair value gain on contingent consideration
Profit before income tax
Tax expense 5
Net profit after tax
Underlying net profit after tax 6
Key financial metrics
Recurring revenue %
Gross profit margin %
Product design and development as % total revenue 3
Sales and marketing as % total revenue
General and administration as % total revenue
Capitalized development investment ($m) 7
R&D as a % of total revenue 8
FY22
$M
491.6
74.2
66.5
632.2
(92.5)
539.7
(142.9)
(50.0)
(91.8)
(284.7)
255.0
(2.7)
0.1
252.4
(57.7)
194.6
181.8
FY22
89%
85%
23%
8%
15%
83.9
29%
FY21
$M
Change
$M
Change
%
28%
(1)%
34%
25%
8%
28%
11%
-%
(1)%
5%
70%
(35)%
(96)%
71%
45%
80%
72%
383.0
75.1
49.4
507.5
(85.6)
421.9
(128.9)
(50.3)
(92.9)
(272.1)
149.8
(4.1)
2.2
147.9
(39.9)
108.1
105.8
FY21
90%
83%
25%
10%
18%
78.3
33%
108.6
(0.9)
17.0
124.7
(7.0)
117.8
(14.0)
0.2
1.1
(12.6)
105.1
(1.4)
(2.1)
104.4
(17.9)
86.6
75.9
Change
(1)pp
2pp
(2)pp
(2)pp
(3)pp
5.6
(4)pp
1 A Large Global Freight Forwarder is a CargoWise customer contracted to grow or who has grown either organically or contractually
to 10 or more countries and 400 or more registered users on CargoWise.
2 Differences in tables are due to rounding, see page 104 Rounding of amounts.
3 Product design and development includes $46.0m (FY21: $40.1m) depreciation and amortization but excludes capitalized
development investment.
4 Net finance costs includes finance income and finance costs but excludes fair value gain on contingent consideration.
5 Tax expense includes non-recurring tax on acquisition contingent consideration (FY22: $12.8m, FY21: $ nil).
6 Underlying net profit after tax excludes fair value adjustments from changes to acquisition contingent consideration (FY22: $0.1m,
FY21: $2.2m) and non-recurring tax on acquisition contingent consideration (FY22: $12.8m, FY21: $ nil).
Includes patents and purchased external software licenses used in our products.
7
8 R&D is total investment in product design and development expense, excluding depreciation and amortization, but including capitalized
development investment.
Operating and financial reviewfor the full-year ended 30 June 2022 6 6
Revenue
Total revenue grew 25% to $632.2m (FY21: $507.5m). Increased revenue growth came from:
– increased usage by existing customers through the addition of transactions, seats and new sites, utilization of additional
products and modules, and growth from industry consolidation;
– new CargoWise customers won in the period and growth from customers won in FY21;
– price increases during the year to offset the impacts of inflation as well as generate returns on product investments;
– monetization of new product enhancements reflecting ongoing product development investment;
– $8.4m increase in non-CargoWise revenue;
– $1.8m from two tuck-in acquisitions completed in FY22, which are being integrated into the CargoWise ecosystem;
– partially offset by $9.4m of unfavorable foreign exchange (FX) movements
(FY21: $23.4m unfavorable).
Revenue from CargoWise increased by $124.1m (excluding FX) (FY21: $82.2m), with $82.7m (FY21: $63.4m) from existing customers
and $39.6m (FY21: $18.9m) from new customers. Growth was mainly driven by increased CargoWise usage primarily from Large
Global Freight Forwarder rollouts, new customer growth, increased usage of the CargoWise platform from existing customers adding
transactions, seats and new sites, utilizing additional modules, and growth from industry consolidation. Part of the growth includes
price increases during the year to offset the impacts of inflation as well as generate returns on product investments. CargoWise
revenue growth also includes $1.8m from two tuck-in acquisitions completed in FY22, which are being integrated into the CargoWise
ecosystem. $7.7m of unfavorable FX was experienced in FY22 (FY21: $13.6m unfavorable).
In FY22, revenue growth for CargoWise was achieved across all existing customer cohorts (from FY06 & prior through to FY22).
Revenue from customers on non-CargoWise platforms increased by $8.4m driven by increased usage from FY21 and prior
acquisitions and general price increases. Revenue from non-CargoWise platforms included $1.7m of unfavorable FX movements
(FY21: $9.7m unfavorable).
Revenue from OTL and support services increased to $66.5m (FY21: $49.4m), reflecting increased revenue from CargoWise
customer paid product enhancements which stepped up in 2H as expected, and also a product license agreement to accelerate
commercialization and future growth of a CargoWise landside logistics component.
Recurring revenue decreased for the Group from 90% in FY21 to 89% in FY22, as a result of an increase in non-recurring OTL and
support services revenue.
Customer attrition rate for the CargoWise platform continued to be extremely low, less than 1%, as it has been for the last ten years
since we started measuring 1. Our customers stay and grow their transaction usage due to the productivity and deep capabilities
of our platform.
Foreign exchange Our revenue is invoiced in a range of currencies, reflecting the global nature of our customer base and, as a result,
may be positively or negatively impacted by movements in foreign currency exchange rates. We use foreign exchange instruments
to hedge against currency movements.
Gross profit and gross profit margin
Gross profit increased by $117.8m, up 28%, to $539.7m (FY21: $421.9m) and gross profit margin increased to 85% (FY21: 83%).
Gross profit growth reflects the impact of revenue growth and continuing efficiencies from cost reduction initiatives.
1 Annual attrition rate is a customer attrition measurement relating to the CargoWise platform (excluding any customers on non-CargoWise
platforms). A customer’s users are included in the customer attrition calculation upon leaving i.e. having not used the product for at least
four months.
Operating and financial reviewfor the full-year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
6 7
Operating expenses
A specific organization-wide efficiency and acquisition synergy program commenced in FY20 to extract efficiencies by streamlining
processes and teams and ensuring that resources are appropriately allocated to support scalability, growth and delivery
of WiseTech’s strategic vision. In FY22, this program delivered $32.6m net cost benefits ($33.5m gross cost reductions offset by
$0.9m restructuring costs). The run rate exceeded the FY22 target of ~$45m and the specific program is now essentially complete.
Total R&D investment: In FY22, we continued our significant investment in product innovation to further develop our software
platform and to build our innovation pipeline. Our R&D investment for the period increased by 8% net to $180.8m (FY21: $167.1m),
reflecting increased investment in CargoWise innovation and development partially offsetting a planned reduction in non-CargoWise
platforms and benefits of cost reductions. In FY22, 29% of total revenue was reinvested in R&D (FY21: 33%).
Product design and development expense increased by 11% to $142.9m (FY21: $128.9m), reflecting:
– our significant ongoing investment in the development and maintenance of CargoWise;
– increased investment in hiring and retaining high-quality talent globally;
– increased amortization, primarily due to continued capitalized development investment; and
– the effect of cost reductions in supporting non-CargoWise platforms.
Capitalized development investment increased to $83.9m (FY21: $78.3m), reflecting increased investment focused on six key
development priorities. Costs related to development activity that is not commercializable and maintenance costs are expensed.
Sales and marketing expense was relatively flat at $50.0m (FY21: $50.3m), reflecting ongoing cost reductions in support functions
for non-CargoWise platforms.
General and administration expense decreased to $91.8m (FY21: $92.9m), representing 15% of total revenue (FY21: 18%) driven by the
benefits of our cost efficiency program. Our general and administration expense excluding restructuring costs, was 14% of revenue
in FY22 (FY21: 17%).
Throughout FY22, and consistent with prior years, we did not receive any material benefit from any COVID-19 government support
programs globally.
Net finance costs
Fair value gain on contingent consideration reflects the impact of contingent consideration liability settlement and reassessment
which, in FY22, resulted in a net reduction of the contingent consideration liability and a corresponding non-cash (not taxed) fair
value gain of $0.1m (FY21: $2.2m).
Other net finance costs in FY22 of $2.7m (FY21: $4.1m) included $4.1m of finance costs (FY21: $5.5m), comprising interest expenses
and debt facility fees. Finance income of $1.4m (FY21: $1.4m) was flat on FY21 due to growing cash balances that were offset by lower
global interest rates.
Operating and financial reviewfor the full-year ended 30 June 2022 6 8
Cash flow
We continued to generate strong positive operating cash flows demonstrating the highly cash-generative nature of the business
and strength of our underlying operating model, with $339.6m of operating cash flow, up 48% on FY21. FY22 net cash flows from
operating activities were $306.7m (FY21: $211.6m). Free cash flow of $237.3m was up 71% on FY21. FY22 cash flows include $1.2m
of payments for restructuring activities (FY21: $8.6m).
Investing activities in long-term assets to fund future growth included:
– $75.4m in intangible assets as we further developed and expanded our commercializable technology, resulting in capitalized
development investment for both commercialized products and those yet to be launched (FY21: $74.5m);
– $26.8m in assets mostly related to data center expansion, IT infrastructure investments to enhance scalability, reliability and
security (FY21: $16.3m); and
– $3.4m for two tuck-in acquisitions, and contingent payments for prior acquisitions (FY21: $5.8m).
Dividends of $26.5m (FY21: $13.2m) were paid in cash during FY22, with shareholders choosing to reinvest an additional $1.5m of their
dividends via the dividend reinvestment plan.
Our closing cash balance of $483.4m, with no outstanding debt, other than lease liabilities, provides significant financial headroom.
In addition, we have an undrawn, unsecured, four-year, $225m bi-lateral debt facility supported by six banks, providing a solid
financial foundation for future growth including supporting our acquisition strategy.
Product strategy and integration progress
WiseTech’s vision is to be the operating system for global logistics. To achieve this, we have invested significantly in our own
‘in-house’ R&D and capabilities and in strategic acquisitions which enable us to fast track the expansion of CargoWise’s
functionality. Our focus is on six key development priorities, being landside logistics, warehouse, Neo, digital documents, customs
and compliance, and international eCommerce. Accelerating our capabilities in these areas will further embed CargoWise across
the global supply chain ecosystem, broaden our market opportunity and support future revenue growth over the medium
to long-term.
We have completed a number of strategic acquisitions since listing on the ASX in 2016. We consider our strategic investments
holistically, rather than individually in isolation. They are interconnected and designed to drive improved product capability, greater
market penetration and sustainable profit growth. We are now well-progressed in integrating the intellectual property from prior
acquisitions into the CargoWise ecosystem and aligning the non-CargoWise teams to CargoWise development priorities.
Accordingly, we are now focused on the next strategic opportunities. Going forward we’ll focus on both tuck-in acquisitions and
larger strategically significant acquisition opportunities within the six development priorities. We are looking at tuck-in acquisitions,
which are typically smaller acquisitions, that can quickly bring their team, technology and knowledge without major rewrites and
rapidly add value to the CargoWise ecosystem.
We also continue to look at larger, strategically significant, acquisition opportunities supported by our strong balance sheet and
funding options. We have a very talented, successful, experienced and skilled team internally and we know our markets well,
which gives us confidence as we continue to explore and evaluate these opportunities.
Operating and financial reviewfor the full-year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
6 9
FY22 strategic highlights
We are focused on our vision by creating breakthrough products that enable and empower those that own and operate the supply
chains of the world. We are extending the reach of the global CargoWise integrated platform, expanding technology to increase
market penetration and new addressable markets, growing our commercial foundation to new geographies, and investing
in transforming our content architectures, channels and brand, while also growing our R&D capacity. In FY22, we essentially have
completed our specific organization-wide efficiency program to maximize operating leverage and allocate resources to support
ongoing growth.
We have 43 Large Global Freight Forwarders with global rollouts “Contracted and in Progress” 1 or “In Production” 2, including 10 of
the Top 25 Global Freight Forwarders. In FY22, we secured new global rollout contracts with Access World, Brink’s Global Services,
Craft Multimodal, FedEx and UPS. We have also added five organic Large Global Freight Forwarders through more extensive
adoption of CargoWise and greater product penetration.
Throughout FY22, we continued our extensive product development program, investing $180.8m and 54% of our people in product
development. CargoWise product development resources increased by 31% in FY22 driven by new hire recruitment and transfers
from non-CargoWise teams, delivering 1,199 product enhancements to the CargoWise platform.
In FY22, we completed two tuck-in acquisitions. These were Inobiz, which provides tools for designing and managing CargoWise
connections to industry and between customers and Hazmatica, which provides hazardous materials compliance and management
capabilities. These acquisitions, including their staff, knowledge and technology are being integrated directly into the CargoWise
ecosystem to provide benefits to existing CargoWise customers and as a result, their revenue contribution is included in CargoWise
revenue in FY22.
Post balance date events
Since period end, the Directors have declared a fully franked dividend of 6.40 cents per share, payable on 7 October 2022. The
dividend will be recognized in subsequent period financial statements.
On 1 July 2022, we completed the acquisition of Bolero, a leading provider of electronic Bills of Lading and digital documentation
capabilities to facilitate global trade that is headquartered in the United Kingdom. The consideration for the acquisition is $66.2m,
net of cash acquired. Transaction costs of $2.8m were incurred to complete the acquisition, $1.9m being recognized in FY22. The
acquired business generated revenue and EBITDA of $10.1m and $1.1m respectively for the 12 months ended 31 December 2021. This
transaction, while of strategic value, is not material to the Group.
Outlook for 2023
WiseTech provides the following guidance on the basis that market conditions do not materially change, noting in particular
uncertainty around future economic and industrial production growth and/or global trade may lead to alternative outcomes.
Prevailing uncertainties relating to sovereign and geopolitical risk may also impact assumed growth rates.
Based on, and subject to, the underlying assumptions set out in the WiseTech Global FY22 Results presentation, the Company
currently anticipates FY23 revenue growth will be in the range of 20% to 23% (representing revenue of $755m–$780m) and EBITDA
growth of 21% to 30% (representing EBITDA of $385m–$415m).
1 Contracted and in Progress refers to CargoWise customers who are contracted and in progress to grow to rolling out CargoWise
in 10 or more countries and for 400 or more registered users, who have less than 75% of expected registered users on CargoWise.
In Production refers to customers who are operationally live on CargoWise and are using the platform on a production database,
having rolled out in 10 or more countries and 400 or more registered users on CargoWise, excluding customers classified as ‘Contracted
and In Progress’.
2
Operating and financial reviewfor the full-year ended 30 June 2022 7 0
Recurring On-Demand revenue
Recurring OTL maintenance revenue
OTL and support services
Revenue
Cost of revenues
Gross profit
Operating expenses
Product design and development 2
Sales and marketing
General and administration
Total operating expenses
Operating profit
Finance income
Finance costs
Fair value gain on contingent consideration
Share of profit/(loss) of equity accounted investees
Profit before income tax
Tax expense
Net profit after tax
Net profit after tax attributable to:
Equity holders of the parent
Non-controlling interests
Net profit after tax
Key financial metrics
Recurring revenue %
Gross profit margin %
Product design and development as % of total revenue 2
Sales and marketing as % of total revenue
General and administration as % of total revenue
Capitalized development investment ($m) 3
Total R&D as a % of total revenue 4
FY18
$M
171.0
27.7
22.9
221.6
(38.7)
182.9
(53.4)
(24.6)
(46.6)
(124.6)
58.4
1.4
(2.7)
–
0.0
57.2
(16.4)
40.8
40.8
0.0
40.8
90%
83%
24%
11%
21%
35.3
34%
FY19
$M
249.8
57.8
40.7
348.3
(66.7)
281.6
(84.2)
(47.7)
(69.5)
(201.3)
80.2
1.9
(7.3)
1.6
–
76.4
(22.3)
54.1
54.1
–
54.1
88%
81%
24%
14%
20%
46.9
32%
FY20
$M
309.2
72.8
47.4
429.4
(83.5)
345.9
(115.4)
(62.3)
(87.7)
(265.4)
80.5
3.1
(12.9)
111.0
–
181.8
(21.0)
160.8
160.8
–
160.8
89%
81%
27%
15%
20%
74.2
37%
FY21
$M
383.0
75.1
49.4
507.5
(85.6)
421.9
(128.9)
(50.3)
(92.9)
(272.1)
149.8
1.4
(5.5)
2.2
–
147.9
(39.9)
108.1
108.1
–
108.1
90%
83%
25%
10%
18%
78.3
33%
FY22
$M
491.6
74.2
66.5
632.2
(92.5)
539.7
(142.9)
(50.0)
(91.8)
(284.7)
255.0
1.4
(4.1)
0.1
–
252.4
(57.7)
194.6
194.6
–
194.6
89%
85%
23%
8%
15%
83.9
29%
1 Differences in tables are due to rounding, refer to Rounding of amounts in note 2 to the financial statements included in this report.
2 Product design and development includes $46.0m (FY21: $40.1m, FY20: $30.5m, FY19: $18.1m, FY18: $12.2m) depreciation and amortization
but excludes capitalized development investment.
Includes patents and purchased external software licenses used in our products.
3
4 R&D is total investment in product design and development expense, excluding depreciation and amortization, but including capitalized
development investment.
Five year financial summary 1 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
7 1
Letter from the People & Remuneration Committee
Dear Shareholders,
The People & Remuneration Committee (“PRC”) is pleased
to introduce WiseTech’s Remuneration Report and to share
some of our people and culture highlights from FY22.
Building on strong foundations, our global team achieved high
performance in FY22 to substantially strengthen WiseTech’s
category leadership in software for global logistics. New
customer wins and global rollouts by Large Global Freight
Forwarders drove growth in revenue and cash flow, alongside
increased investment in product development. In part
to respond to a tightened market for software technology
talent, two global pay reviews were conducted in FY22,
leading to an average annual per person pay increase of 10.4%
across the Group.
As a result of our people’s aligned efforts, the financial targets
set by the Board at the start of the year have been met
or exceeded, including:
– 25% growth in revenue to $632.2m, towards top end
of $600m to $635m target
– 54% growth in EBITDA to $319.0m, exceeding $260m
to $285m target
– $32.6m net benefit and greater than $45m run-rate
savings achieved, exceeding original run-rate target
of $40m
Other notable KPI achievements set internally by the CEO
and overseen by the Board include:
– Operating cash flow of $339.6m with conversion rate
of 106% and free cash flow of $237.3m with conversion
rate of 74%
– Optimization of the CargoWise Cloud code base
to increase performance
Considering the performance of the executive team and
the Company, the PRC believes the remuneration outcomes
detailed in the Remuneration Report reflect an appropriate
alignment between pay and performance, especially relative
to the broader category of listed technology peers. Against
a backdrop of rising global interest rates and increasing risks
of recession, WiseTech’s share price rose by 19% in FY22,
outperforming ASX200 by 28.7%.
In light of WiseTech’s sustained, long-term performance,
the PRC believes our agile remuneration structure
remains fit-for-purpose and no significant changes to the
remuneration approach and framework are planned for FY23.
Notably, our Founder and CEO, Richard White, will continue
to receive fixed remuneration with no performance-based
incentives due to his substantial shareholding of more than
37% of WiseTech’s total issued share capital.
As a result of the equity initiatives in our remuneration
structure, more than 75% of our global team members
own WiseTech equity in the form of shares and/or share
rights. Importantly, in addition to aligning our team with
long-term shareholder interests, we believe our equity-linked
remuneration programs have contributed to retention of staff
during the recent software talent crunch, demonstrated
by our voluntary turnover rate of 9.7% in FY22.
To further strengthen the long-term sustainability of WiseTech,
during FY22, we invested in a number of ESG initiatives as
described in our Sustainability Report. Our remuneration
model has not previously linked remuneration outcomes
to ESG measures and we have no plans to do so in FY23
considering the strong positive motivations for our executive
team to invest in our ESG and sustainability performance.
Highlights of our people-related ESG investments
in FY22 include:
– The introduction of a regular global employee
engagement and culture survey across our nearly
2,000 team members in 35 countries.
– A diversity & inclusion (D&I) review led by an external
specialist and engagement with focus groups to develop
a multi-year D&I strategy and work plan.
– A continued focus on training and education with almost
20,000 hours of formal training completed across the year
through our many learning channels including WiseTech
Academy, leadership programs and LinkedIn Learning.
– Extension and enhancement of multiple people & culture
programs to give broader global coverage and a wider
reach, including global expansion of our Employee
Assistance Program (EAP), the launch of well-being
principles, Calm app (Tide in China), and the launch
of resilience training and employee-led wellbeing groups
which covered over 470 participants in 27 countries.
– Enhancements to our hybrid working model focused
on the needs of individuals, teams and the organization.
– Investments in new facilities in Nanjing and Adelaide
and a continued focus on the safety of our teams with
enhanced workplace health and safety tools and training.
– Increased research and development leadership depth
with new roles including Head of Product & Development,
Head of Design and Head of Innovation, Research
& Human Practice.
We expect that our global team, customers and shareholders
will benefit well beyond FY22 from WiseTech’s achievements
this year and from our substantial investments in products,
people and culture. As with prior years’ investments, the
long-term sustainability of WiseTech remains central to our
decision-making.
We invite you to read the Remuneration Report and welcome
your questions and feedback.
Sincerely,
Teresa Engelhard (Committee Chair), Richard Dammery,
Michael Gregg and Michael Malone
People & Remuneration Committee
Remuneration Report 7 2
This Remuneration Report for the twelve months ended 30 June 2022 has been prepared
in accordance with the requirements of section 300A of the Corporations Act 2001,
and has been audited as required by section 308(3C) of the Corporations Act 2001.
Remuneration at a glance
Our remuneration strategy and framework
Driven by our mission and our values, WiseTech rewards our global workforce for performance aligned to our business strategy,
specialized operations and sustained growth.
Drive
innovation
People
powered
Performance
culture
Equitable
Market
competitive
Relentlessly
innovate to deliver
world-leading
products that
drive success for
our customers
Attract, develop,
motivate
and retain an
exceptional global
team focused on
market leadership
and product
excellence
Drive a high
performance,
global culture
aligned with
long-term strategy
Retain
a consistent
approach to
reward decisions
promoting
diversity and
freedom from
bias
Deliver market
competitive fixed
remuneration and
long-term value
growth through
equity ownership
Remuneration Report W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
7 3
Our priority
Building multi-year deferred equity into fixed remuneration across our global workforce to align employees’ interests with those
of shareholders and encourage value creating behaviors.
C o m p o n e n t /s t r u c t u r e
S t r a te g i c o b j e c t i ve/p e r f o r m a n c e l i n k
l
a
u
n
n
a
d
e
x
i
F
n
o
i
t
a
r
e
n
u
m
e
r
y
t
i
u
q
e
e
c
n
a
m
r
o
f
r
e
P
s
e
v
i
t
n
e
c
n
i
B A S E S A L A R Y A N D
P E N S I O N / S U P E R A N N U A T I O N
Base salary paid as cash on a monthly
basis, with legislated contributions to
a complying pension/superannuation fund
R E M U N E R A T I O N E Q U I T Y
Annual allocation of share rights granted
during the financial year, with ¼ vesting in
July each year for the following four years
Set at competitive levels to attract and retain
talent who can support growth, executive strategy,
deliver economic outcomes and build shareholder
value, based on:
– Role and responsibility
– Capability, competencies and contribution, and
– Internal and external relativities
Remuneration equity creates a strong alignment
with long-term shareholder interests and
supports retention
P E R F O R M A N C E E Q U I T Y
A N N U A L A S S E S S M E N T
Deferred equity granted based on the
achievement of annual objectives with ¼
vesting immediately on grant and ¼ vesting
in July each year over three years
Performance measures reward execution of and
accountability for actions, direct outcomes and
lead measures aligned to long-term strategy and
annual priorities
P E R F O R M A N C E M E A S U R E S
O N G O I N G C A L I B R A T I O N
– Financial and operational targets
weighted to areas of control, and
– Development team pool bonuses
related to specific innovation pipeline
achievements
Lag outcomes ultimately reflected in long-term
growth in revenue, earnings and Total Shareholder
Return (“TSR”)
S H A R E H O L D E R A L I G N M E N T
Deferred equity and minimum holding
requirements for KMP ensures strong link with
creation of shareholder value and supports
staff retention
Further alignment with shareholders
Rewarding our global workforce for increasing their holding of WiseTech Global shares by purchasing shares through our
Invest as You Earn program.
m
a
r
g
o
r
P
E
Y
A
I
I N V E S T A S Y O U E A R N ( I A Y E )
Invest up to 20% of post-tax salary on
a monthly basis during a calendar year
to acquire shares:
S H A R E H O L D E R A L I G N M E N T
& R E T E N T I O N
– Program delivered in equity
– Shares acquired must be retained until end
– Potential to receive one share right for
of calendar year for share rights to be granted
every five shares acquired
– Available to all employees
(subject to local regulations)
– Share rights vest after 18 months
Remuneration Report
7 4
Actual executive KMP remuneration received in FY22
Current year’s remuneration
Prior years’
remuneration
Total
Fixed cash 1
Cash
incentive
FY22
Remune-
ration
equity
FY22
Perfor-
mance
equity
Remune-
ration
equity
vested
Perfor-
mance
equity
vested
Remune-
ration
received
Equity
growth
Total
including
equity
growth
Richard White
$1,000,000
–
Maree Isaacs
$422,500 $210,000
–
–
–
–
–
–
–
–
$1,000,000
– $1,000,000
$632,500
–
$632,500
Andrew Cartledge
$715,000
Brett Shearer
$475,000
–
–
– $216,563
$49,978
$399,118 2
$1,380,659 $154,943 $1,535,602
–
$58,125
$74,967 $235,300
$843,392
$117,785
$961,177
1 Fixed cash includes superannuation but excludes any allowances or non-monetary benefits. In particular, the amounts do not include
the value related to annual and long service leave entitlements.
2 Andrew Cartledge’s performance equity vested includes the vesting of 8 IAYE Share Rights in January 2022.
In the above table, Executive KMP remuneration received in FY22 is separated into remuneration received for employment in FY22
and deferred equity from previous years that vested during FY22.
Current year’s remuneration
FY22 fixed cash remuneration, plus any FY22 performance incentive payments paid in cash, or equity which vested immediately
on grant in August 2022. As remuneration equity is granted at the beginning of the year and earned throughout the year, with the
first tranche to vest on the 1st business day of the following financial year, no FY22 remuneration equity was received in FY22.
Prior years’ remuneration
Any deferred equity awards from prior periods that vested during FY22. This includes remuneration equity and performance equity
incentives from prior years, excluding the value of any vested performance equity incentive for FY21 disclosed as ‘Current year’s
remuneration’ in the corresponding table in the FY21 Remuneration Report.
Equity growth
The value of the vested equity shown in the table is the face value at date of original award (under the headings Remuneration
equity vested and Performance equity vested). Equity growth is the value contribution from the change in share price between
the award and vesting dates.
For share rights that do not automatically convert to ordinary shares at vesting but are instead exercisable at the discretion
of the Executive KMP, the values in the table reflect the market value at the vesting date, regardless of whether the share rights
have been exercised.
Please note the actual remuneration outcomes in the tables above differ from the required statutory disclosures on page 87,
which are prepared in accordance with the relevant accounting standards and represent a blend of actual amounts and
accounting accruals. We believe that the information presented above provides shareholders with greater clarity of Executive
KMP remuneration.
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7 5
Key management personnel covered by the Remuneration Report
The Remuneration Report outlines key aspects of the Company’s remuneration strategy, policy and framework and provides details
of remuneration awarded to Key Management Personnel (“KMP”) during FY22.
KMP includes Executive Directors, certain senior executives of the Group (Other Executives) and Non-Executive Directors, who
have specific authority and responsibility for planning, directing and controlling the activities of the Group. In this report, the term
“Executive KMP” refers to the KMP excluding Non-Executive Directors.
The Group’s KMP for FY22 are listed in the table below.
Name
Title
Executive Director KMP
Term
KMP Status
Richard White (“RW”)
Executive Director, Founder and Chief Executive Officer (“CEO”)
Full year
Maree Isaacs (“MI”)
Executive Director, Co-founder and Head of License Management (“HLM”) Full year
Current
Current
Other Executive KMP
Andrew Cartledge (“AC”) Chief Financial Officer (“CFO”)
Brett Shearer (“BS”)
Chief Technology Officer (“CTO”)
Non-Executive Director KMP
Andrew Harrison
Chair and Non-Executive Director
Richard Dammery
Non-Executive Director (appointed 1 December 2021)
Teresa Engelhard
Lead Independent Director and Non-Executive Director
Charles Gibbon
Non-Executive Director
Michael Gregg
Non-Executive Director
Michael Malone
Non-Executive Director (appointed 1 December 2021)
Arlene Tansey
Non-Executive Director
Full year
Full year
Current
Current
Full year
Part year
Full year
Full year
Full year
Part year
Full year
Current
Current
Current
Current
Current
Current
Current
People & Remuneration Committee and governance
The Board is responsible for ensuring that WiseTech’s remuneration strategy and framework support the Group’s performance and
that executives and Non-Executive Directors are rewarded fairly and responsibly with regard to legal and corporate governance
requirements. The People & Remuneration Committee (“PRC”) oversees remuneration matters and, where appropriate, makes
recommendations to the Board. During the year, the Committee comprised the following independent Non-Executive Directors:
– 1 July 2021 to 31 March 2022 – Teresa Engelhard (Chair), Charles Gibbon and Michael Gregg
– 1 April 2022 to 30 June 2022 – Teresa Engelhard (Chair), Richard Dammery, Michael Gregg and Michael Malone.
Further information on the PRC’s responsibilities is set out in the PRC Charter available on the Company website which can
be accessed at the following link: www.wisetechglobal.com/investors/corporate-governance/
Remuneration Report 7 6
The following graphic describes the roles of the Board, the PRC and Management in ensuring that WiseTech’s remuneration
governance processes are robust and defendable.
W I S E T E C H G L O B A L L I M I T E D B O A R D
– Approving the overall remuneration policy,
– Appointing the CEO, and approving the
including Non-Executive Director remuneration,
Executive Director and senior executive
remuneration and any executive incentive plans.
remuneration of, and overseeing the performance
review of, the CEO.
P E O P L E & R E M U N E R A T I O N C O M M I T T E E
Responsible for reviewing the following matters and bringing items of significance to the attention of the Board:
– The processes for overseeing performance
accountability and monitoring of the senior
management team, including setting and
evaluating performance against goals and targets.
– Recruitment, retention and termination strategies.
– Diversity and Inclusion governance.
– The Remuneration Report.
– Our remuneration structure and its effectiveness.
– Other relevant matters identified or requested
by the Board from time to time.
I N D E P E N D E N T R E M U N E R A T I O N A D V I S O R S
M A N A G E M E N T
– Provide independent advice to the PRC and/or Management
on remuneration market data and market practice.
– WiseTech has protocols in place to ensure that any external
advice is provided in an appropriate manner.
– Makes recommendations to the
PRC on WiseTech’s remuneration
strategy and framework.
– Provide relevant information
to support decision-making.
Independent remuneration advisors
WiseTech Global has protocols in place to ensure that external advice is provided in an appropriate manner and is free from undue
influence by management. For the purposes of section 206L of the Corporations Act 2001, no independent advice was provided
on remuneration recommendations in relation to KMP.
Minimum shareholding requirements
To reinforce WiseTech’s objective of aligning their interests with the interests of shareholders, reinforce an owner’s mindset and to
foster an increased focus on building long-term shareholder value, the following minimum shareholding requirements are in place
for KMP:
– 100% of fixed remuneration for Executive KMP in the form of shares or share rights within five years of appointment, and
– 100% of base fees for Non-Executive Directors in the form of shares, within three years of their appointment to the Board.
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7 7
Our remuneration strategy and framework
WiseTech’s future growth and innovation rely on the talent, motivation and enthusiasm of our people across the world. We aim
to reward our high-performance global workforce with a remuneration and incentive program aligned to our business strategy,
specialized operations, and aspirations for sustained growth.
Our remuneration framework includes cash and equity components that reward our workforce for achieving operational and
strategic priorities and for creating long-term sustainable value for WiseTech and its shareholders.
The elements of our global remuneration structure
Our organizational focus on developing breakthrough solutions to replace aging legacy systems and rapid expansion to drive
long-term growth and market position, does not line up with the cycle of a financial year. As such, the traditional approach
of a mix of fixed remuneration, Short-Term Incentive (“STI”) and Long-Term Incentive does not necessarily recognize the ongoing
contribution of employees and, more importantly, does not provide a strong alignment with shareholder interests.
To create a stronger alignment with shareholder interests, in addition to base salary and legislated pension/superannuation
contributions, we build Remuneration Equity, an annual grant of multi-year deferred equity, into fixed base remuneration across our
global workforce. This aligns employees’ interests with those of shareholders, encouraging value-creating behaviors and supporting
staff retention within the Group.
This equity is typically granted at the start of the financial year and vests in four equal annual tranches:
July Year 2
July Year 3
July Year 4
July Year 5
July Year 6
Year 1 Grant – July
25%
Year 2 Grant – July
Year 3 Grant – July
Year 4 Grant – July
Year 5 Grant – July
25%
25%
25%
25%
25%
25%
25%
25%
25%
25%
25%
25%
25%
Total vesting
25%
50%
75%
100%
100%
As detailed in the table above, the annual grant of Remuneration Equity with 25% vesting each year builds up so that after four years
there will be four tranches of 25% of an annual grant vesting in July each year. The above approach provides a strong alignment
to shareholder outcomes as:
– the number of share rights granted is based on the WiseTech share price at the time of grant, and
– the benefit derived by an employee is based on the share price at the time of vesting.
In addition to remuneration equity, certain executives are eligible to receive performance equity incentives to reward execution of,
and accountability for, actions, direct outcomes and lead measures aligned to long-term strategy and annual priorities. Following
the assessment of performance at the end of the financial year, any awards are delivered in share rights, with ¼ vesting immediately
and ¼ vesting each year for the following three years.
In the event that an employee (including an Executive KMP) ceases employment, unvested share rights (whether related
to performance incentives or remuneration equity) will typically lapse. However, in exceptional circumstances (including
genuine retirement), as detailed in the Equity Incentives Plan Rules the Board retains discretion to determine that some, or all,
of the unvested share rights will not lapse.
The plan rules grant the Board clawback powers, if in the opinion of the Board, a participant acts fraudulently or dishonestly
or is in breach of their obligations to a Group company, the Board may deem that any award of share rights held by the participant
to be forfeited. As part of the ongoing monitoring of equity participation, in FY22, the Board exercised its clawback powers for one
non-KMP participant resulting in the forfeiture of 1,662 share rights.
During FY22, WiseTech has continued to increase the proportion of total remuneration that is delivered as a multi-year deferred
equity component across our global team members. Where appropriate, deferred equity is also used to deliver a component
of sales incentives and for sign-on or retention awards for key team members. Development team bonus pool incentives
related to specific innovation achievements that require extra discretionary effort from team members are also delivered
as deferred equity.
Remuneration Report 7 8
In addition to Remuneration Equity, our lnvest As You Earn (“IAYE”) equity investment program enables employees to acquire
WiseTech shares by investing up to 20% of their post-tax salary, with an annual incentive of one free share right for each five shares
acquired during the calendar year. The free share rights:
– Are granted if the acquired shares are not sold before the end of the calendar year of participation, and
– Vest 18 months after the end of the calendar year of participation.
For the two calendar-year IAYE programs that operated during FY22, the number of participants continued to increase and
remained above 20% of eligible team members:
Participants
Participation rate
231
21%
301
21%
350
21%
361
22%
386
23%
IAYE 2018
IAYE 2019
IAYE 2020
IAYE 2021
IAYE 2022
Annual remuneration review
The PRC and the Board review remuneration annually to ensure that there is an appropriate balance between fixed and at-risk
performance-related pay and that it reflects both short-term and long-term performance objectives linked to WiseTech’s strategy.
WiseTech’s people and culture are the source of our industry-leading products and attracting and retaining the best talent in our
sector is a core driver of Company performance. To ensure we continue to remunerate our people appropriately, as detailed
last year, WiseTech brought forward our FY21 remuneration review to April 2021 (from July 2021) and conducted an additional
global remuneration review in January 2022. While the annual review cycle returned in July 2022, the PRC and Board will continue
to monitor the movement in remuneration in the markets where we compete for talent.
FY22 remuneration framework for our executive team
Remuneration for our executive team, including Executive KMP and other senior managers, is delivered through a mix of fixed
remuneration, including base salary, legislated pension/superannuation contributions and Remuneration Equity, as well
as performance equity incentives as outlined below:
1 July 2021
1 July 2022
3 July 2023
1 July 2024
1 July 2025
Fixed remuneration – cash base salary
and pension/superannuation
Fixed remuneration – equity
Remuneration Equity
Grant
Vest
Vest
Vest
Vest
FY22 Incentive – incentive equity
Assess
performance
Grant
Vest
Vest
Vest
Vest
Our executive team’s performance incentive framework is focused on annual financial targets and operational key performance
indicators (“KPls”) that are lead measures for long-term strategic outcomes. In any year, our financial outcomes reflect the
successful execution of deliverables over many prior years. Conversely, the operational and strategic actions undertaken this
year are expected to deliver shareholder value for many years into the future. Product development deliverables are examples
of operational KPls designed to support long-term strategy and deliver sustainable, long-term financial value.
To ensure alignment with shareholders’ interests, we aim for 100% of performance incentives to be paid in deferred equity (other
than for Executive Director Maree lsaacs, due to the size of her co-founder equity holding). Our view is that this approach – fixed
remuneration equity vesting over four years, combined with performance equity incentives vesting over three years – removes the
need for a separate long-term incentive.
Performance equity incentives for Executive KMP and senior managers are delivered as multi-year deferred equity, with a grant
date in August 2022, and vesting in four equal installments, immediately on grant and then in July 2023, 2024 and 2025.
The number of share rights granted was determined using an average WiseTech share price at the end of the annual performance
period in June 2022.
The performance of Executive KMP is assessed by the Board against key indicators. Performance incentive outcomes for senior
managers, including the Executive KMP, are determined by the CEO, with input and review by the PRC and approval by the Board.
Remuneration Report
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7 9
FY22 Executive KMP remuneration
Remuneration structure and mix for FY22
A global remuneration review was completed in January 2022 and included Executive KMP:
– CEO – No change was made to the CEO package, with total fixed remuneration of $1,000,000.
– HLM – Base salary was increased in line with Australian market wage inflation.
– CFO – Total package (both fixed remuneration and target performance incentive) was increased by 10% effective 1 July 2021
to more closely reflect local market norms following benchmarking with other similar ASX-listed technology companies.
– CTO – Total fixed remuneration was increased by 7.4% with an uplift in remuneration equity while base salary remained
unchanged. The target performance incentive was increased from $215,000 to $250,000.
The remuneration mix for each Executive KMP detailed above is expressed as a percentage of total remuneration, excluding the
CEO, who was remunerated solely with fixed pay as we believe that his significant equity holding provides adequate alignment with
other shareholders. As a co-founder of WiseTech, the HLM also holds a significant amount of WiseTech equity, thus her performance
incentive is paid in cash.
HLM – Maree Isaacs
CFO – Andrew Cartledge
Target and Maximum
from 1 July 2021
Target and Maximum
from 1 January 2022
Target
from 1 July 2021
Maximum
from 1 July 2021
33%
33%
$210,000
$210,000
33%
$210,000
67%
67%
$420,000
$420,000
67%
$425,000
41%
$577,500
51%
$715,000
51%
$866,250
42%
$715,000
9%
$121,000
7%
$121,000
Target
from 1 July 2021
Maximum
from 1 July 2021
Target
from 1 January 2022
Maximum
from 1 January 2022
CTO – Brett Shearer
24%
$215,000
22%
53%
$475,000
32%
$322,500
20%
48%
$475,000
26%
$250,000
24%
$200,000
$200,000
$225,000
50%
$475,000
35%
$375,000
44%
$475,000
21%
$225,000
Fixed remuneration (cash)
Performance incentives (cash)
Fixed remuneration (remuneration equity)
Performance incentives (equity)
Remuneration Report 8 0
Remuneration outcomes for FY22 and the link to WiseTech performance
The tables below summarize the performance of WiseTech shares for the five years from FY18 to FY22 and for FY22, and our financial
performance for the five years from FY18 to FY22. The information was considered in conjunction with an assessment of individual
performance of senior managers by the CEO, and reviewed by the PRC, when determining Executive KMP remuneration.
Period
Period start
Share price
at start of
period
Share price
30 June 2022
Change in
share price
Change in
ASX 200
WTC
performance
v ASX 200
Dividends
paid per
share
WTC TSR 1
FY18–FY22
1 July 2017
FY22
1 July 2021
$6.92
$31.93
$37.85
$37.85
447.0%
18.5%
14.8%
-10.2%
+432.2%
+28.7%
$0.2195
$0.086
451.8%
18.7%
1 Total shareholder return with dividends reinvested.
Revenue ($m)
Revenue growth over prior year
EBITDA ($m)
NPAT 1 ($m)
Underlying NPAT 2 ($m)
Earnings per share (cents)
Dividends 3 per share (cents)
Change in share price during the year 4
FY18
221.6
44%
78.0
40.8
40.8
13.9
2.70
126%
FY19
348.3
57%
108.1
54.1
52.6
17.7
3.45
77%
FY20
429.4
23%
126.7
160.8
52.6
50.3
3.30
-30%
FY21
FY22
507.5
18%
206.7
108.1
105.8
33.3
6.55
65%
632.2
25%
319.0
194.6
181.8
59.7
11.15
19%
1 NPAT is net profit after tax attributable to equity holders of the parent.
2 Underlying NPAT is net profit after tax attributable to equity holders of the parent excluding fair value adjustments from changes
to acquisition contingent consideration, contingent consideration interest unwind net of tax and non-recurring tax on acquisition
contingent consideration.
3 Dividends declared in respect of the financial year.
4 Percentage change in the closing share price on the last business day in the current year over that on the last business day in the prior year.
Board assessment of WiseTech’s FY22 performance against key indicators
In using WiseTech’s FY22 results to help determine performance incentives for Executive KMP, the Board considers the market
conditions and short-term performance in the context of WiseTech’s longer-term strategy. In FY22, key indicators continued
to grow strongly despite supply chain constrains, inflationary pressures and COVID-related business disruption, demonstrating
the strengthen of our product offer, the effectiveness of our Product, Penetration and Profitability strategy and the quality
of our people.
Our business and our people have again, exceeded targets in many areas, including strong results against the KPls set by the Board.
Our executive team and global workforce have continued to focus, and deliver, on strategic priorities in the context of a challenging
global social economic environment. The Board again found the performance to be exemplary, in particular their timely and
effective efforts to:
– continue to deliver key product development outcomes and innovations;
– generate customer sales and support the acceleration of global rollouts by large customers;
– accelerate integration and alignment plans with acquired entities while executing cost reduction and cash bolstering initiatives;
and
– implement a hybrid working model with sustainable productivity across our workforce.
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8 1
In light of this outstanding executive performance, the Board determined that a number of stretch (above target) performance
bonuses would be awarded across the executive team. For the 12-member senior management team reporting to the CEO, 124%
of the total target performance incentive pool was distributed for FY22 (94% of stretch). For Executive KMP, the specific KPls
and performance assessments which underpin the FY22 performance incentive awards, and the Board’s assessment of the
performance of the CEO, are detailed below.
Key performance
indicator
Performance outcome
Board assessment
Executive KMP
Revenue growth
25% growth in revenue to $632.2m vs $600m to $635m target
Target achieved
CEO, HLM, CFO
EBITDA
54% growth in EBITDA to $319.0m vs $260m to $285m target
Target exceeded
CEO, HLM, CFO
Recurring revenue
24% growth in recurring revenue to $565.8m
Recurring revenue 94% of CargoWise revenue and 89%
of total revenue
Target exceeded
CEO, HLM
M&A integration and
capture of synergies
$32.6m net benefit in FY22 and greater than $45m run-rate
savings vs original run-rate target of $40m
Target exceeded
CEO, CFO
Operational efficiency
G&A expense/G&A % of Revenue excluding restructuring costs
of $90.9m/14%
Target exceeded
CEO, CFO
Cash flow
Operating cash flow/Operating cash flow conversion
$339.6m/106%, and
Free cash flow/Free cash flow conversion 237.3m/74%
Product development
outcomes
Optimization of CargoWise Cloud code base to increase
performance
Target exceeded
CEO, HLM, CFO
Target exceeded
CEO, CTO
Performance against the relevant financial and operational criteria above makes up at least 70% of each Executive’s performance
incentive opportunity. The remainder relates to strategic outcomes particular to each Executive’s role in the organization as
described below:
– Maree lsaacs: customer contract management, pricing, licensing, and legacy business model transition;
– Andrew Cartledge: integration of acquired businesses, cash flow, and financial risk management; and
– Brett Shearer: improvements in development efficiency, increased monitoring of data centers/CargoWise Cloud/eHub and
improved reliability resilience of CargoWise Cloud and tier 1 customers’ CargoWise private clouds.
FY22 performance incentives outcome
The remuneration awarded to the Executive KMP in relation to performance during FY22 is set out in the table below, including the
performance incentives resulting from the assessment of KPI outcomes described above. The table also shows the performance
outcome for each Executive KMP as a percentage of target opportunity and of maximum opportunity.
FY22
performance
incentive
awarded
Maree Isaacs
$210,000
Andrew Cartledge
$866,250
Target
opportunity
$210,000
$577,500
Brett Shearer
$232,500
$232,500 1
% of target
incentive
awarded
% of target
incentive
forgone
Maximum
opportunity
% of maximum
incentive
awarded
% of maximum
incentive
forgone
100%
150%
100%
0%
0%
0%
$210,000
$866,250
$348,750
100%
100%
67%
0%
0%
33%
1 The FY22 target opportunity for Brett Shearer is based on the average of his incentive opportunity from 1 July 2021 and from
1 January 2022.
Vesting of previous performance equity incentives
Vesting of deferred equity components of Executive KMP performance incentives each year is subject to consideration by the
Board. The Board determined that the relevant tranches of FY19, FY20 and FY21 performance equity incentives would vest fully
in July 2022.
Remuneration Report 8 2
FY23 remuneration
The Board considers that the existing remuneration approach and framework is working effectively. As such, no substantive
changes are planned for FY23.
Overview of Non-Executive Director remuneration
The Board sets Non-Executive Director remuneration at a level that enables the Group to attract and retain Directors with the
appropriate mix of skills and experience. The remuneration of the Non-Executive Directors is determined by the Board, on advice
from the PRC.
Non-Executive Directors receive a base fee inclusive of statutory superannuation contributions. Non-Executive Directors do not
receive any performance-based remuneration.
Non-Executive Director fee pool and structure
The total amount of fees that can be paid to Non-Executive Directors is capped by a pool approved by shareholders. The current
fee pool is $1,800,000 per annum, approved by shareholders at the 2021 Annual General Meeting.
During FY22, the Board approved an increase of $50,000 per annum, plus the statutory increase to superannuation contributions,
to the Chair fee for FY23 to more closely reflect the fee levels of ASX200 and ASX technology peers, the increasing workload and
growing responsibilities as WiseTech continues to expand its global operations and market capitalization. The Board approved an
increase of approximately 3.5% plus the statutory increase of superannuation contributions to the other Non-Executive Directors’
fees for FY23. This increase was in line with the percentage increase applied to the Company’s Australian non-technical employee
population for FY23 after considering the macro environment, market movements and retention.
The table below outlines the Board and committee fees, inclusive of superannuation, effective for FY22 and for FY23.
Board
Audit & Risk Committee
Nomination Committee
People & Remuneration Committee
FY22
FY23
Chair fee
Member fee
Chair fee
Member fee
$330,000
$33,000
$16,500
$16,500
$165,000
$19,250
–
$9,625
$386,750
$34,310
$17,155
$17,155
$171,551
$20,014
–
$10,007
Remuneration Report W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
8 3
Non-Executive Director Fee Sacrifice Share Acquisition Plan
The Non-Executive Director Fee Sacrifice Share Acquisition Plan (“NED Share Plan”), introduced in October 2020, provides
a mechanism for the Non-Executive Directors to build their equity holding in the Company using their pre-tax Director fees.
Under the NED Share Plan, Non-Executive Directors can elect to voluntarily sacrifice all, or a portion, of their pre-tax Director
fees over the relevant financial year to receive a grant of share rights. Each share right is a conditional entitlement to acquire one
ordinary share in the Company.
The following table details the NED Share Plan participation in FY22, including the number of share rights granted and the vesting
schedule. Shareholder approval under ASX Listing Rule 10.14 was obtained at the 2020 Annual General Meeting for grants of share
rights to Andrew Harrison, Teresa Engelhard, Michael Gregg and Arlene Tansey. As equivalent shareholder approval has not been
obtained for the rights granted to Richard Dammery (appointed to the Board on 1 December 2021), the Company intends to acquire
shares on-market to satisfy the vesting of his share rights.
Andrew Harrison
Tranche 1
Tranche 2
Richard Dammery
Tranche 1
Teresa Engelhard
Tranche 1
Michael Gregg
Arlene Tansey
Tranche 2
Tranche 1
Tranche 2
Tranche 1
Tranche 2
Fees sacrificed for
share rights
Number of rights
granted 1
Fair value at grant
date 2
Vesting date 3
$34,925
$34,925
$74,250
$19,800
$19,800
$19,388
$19,388
$49,500
$49,500
657
658
1,398
373
373
365
365
932
933
$34,039
$34,091
$84,188
$19,325
$19,325
$18,911
$18,911
$48,287
$48,339
Feb 2022
Aug 2022
Aug 2022
Feb 2022
Aug 2022
Feb 2022
Aug 2022
Feb 2022
Aug 2022
1 The number of share rights granted was calculated using an allocation price based on the 5-day VWAP for the period immediately
following the Company’s AGM in November 2021.
2 Fair value at grant was determined based on $60.22 for Richard Dammery and $51.81 for other Non-Executive Directors in the table,
the closing share prices on the respective grant dates.
3 Except for share rights granted to Richard Dammery, share rights vest (convert to shares) in two equal tranches on the days following
the release of the half-year and full-year results. Richard Dammery was appointed on 1 December 2021. In view of his participation period
of six months from January to June 2022, all the share rights granted will vest in a single tranche on the day following the release of the
full-year results in August 2022.
Directors participating in the NED Share Plan in FY23 will be granted share rights at the end of August 2022 in respect of the
fees sacrificed during the year. The number of share rights will be determined by the average closing share prices for the five
business days up to, and including, 30 June 2022. The share rights will convert to shares in two equal tranches, following release
of WiseTech’s half-year results in February 2023 and full-year results in August 2023.
Remuneration Report
8 4
Non-Executive Director remuneration
The following table details Non-Executive Directors’ remuneration for FY22 and FY21.
Andrew Harrison
Richard Dammery 1
Teresa Engelhard
Charles Gibbon
Michael Gregg
Michael Malone 1
Arlene Tansey
Total
Board and
committee fees
– cash
Fees sacrificed
under the NED Share
Plan
Superannuation
Total
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
$255,832
$222,667
$19,813
–
$140,400
$145,176
$174,062
$160,000
$133,100
$139,140
$89,688
–
$90,000
$111,027
$902,895
$778,010
$69,850
$37,592
$74,250
–
$39,600
$24,824
–
–
$38,775
$23,360
–
–
$99,000
$62,048
$321,475
$147,824
$23,568
$21,694
$9,406
–
$349,250
$281,953
$103,469
–
$18,000
$198,000
$16,150
$17,406
$15,200
$17,188
$15,438
$8,969
–
$9,000
$7,600
$103,537
$76,082
$186,150
$191,469
$175,200
$189,063
$177,938
$98,656
–
$198,000
$180,675
$1,327,906
$1,001,915
1 Richard Dammery and Michael Malone were appointed on 1 December 2021.
Remuneration Report W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
8 5
Trading in WiseTech securities and equity ownership
Trading in WiseTech securities
All KMP must comply with WiseTech’s Securities Trading Policy, which includes a requirement that Directors and restricted persons
must not trade WiseTech securities during specified trading blackout periods. Directors and employees must not trade in WiseTech
securities if they possess inside information. The policy also prohibits the purchase or creation of hedge or derivative arrangements
which operate to limit the economic risk of WiseTech securities under employee share plans.
Executive KMP equity ownership
The following tables provide details of WiseTech Global Limited ordinary shares and share rights (being rights to acquire ordinary
shares) held directly, indirectly or beneficially by each Executive KMP and their related parties:
Shares held on
30 June 2021
Shares acquired
as part of
remuneration 1
Other shares
acquired 2
Shares
disposed
Shares held on
30 June 2022 3
Richard White
Maree Isaacs
Andrew Cartledge
Brett Shearer
131,991,736
11,189,597
177,681
452,527
–
–
24,884
16,217
–
–
8
–
(9,050,407)
122,941,329
(425,393)
10,764,204
(40,176)
(44,188)
162,397
424,556
1 Shares acquired from vesting or exercise of share rights granted as part of remuneration.
2 8 shares converted from IAYE Share Rights in January 2022.
3 Number of shares held on 30 June 2022 and as at the date of this report.
Share rights
held on
30 June 2021
–
–
40,432
36,332
Awarded
–
–
26,239
16,228
Vested and
converted
or exercised
–
–
(24,892)
(16,217)
Richard White 2
Maree Isaacs 2
Andrew Cartledge
Brett Shearer
Share rights
held on
30 June 2022
Including share
rights vested
but not yet
exercised 1
Lapsed
–
–
–
–
–
–
41,779
36,343
–
–
–
–
1 Depending on the terms of a grant, on vesting, share rights may automatically convert to ordinary shares, or become exercisable.
The Executive KMP can choose when to convert the exercisable share rights to ordinary shares. Share rights are converted to ordinary
shares at nil cost to the Executive KMP.
2 Richard White and Maree Isaacs have not been awarded any share rights as at the date of this report.
Executive KMP equity ownership policy
Executive KMP are required to maintain a minimum WiseTech equity holding, including shares and share rights, equal to 100%
of fixed remuneration within five years of appointment. Each Executive KMP satisfied this objective as at 30 June 2022.
Shares held on
30 June 2022
Share rights
held on
30 June 2022
Total equity
held on
30 June 2022
Value of equity
holding on
30 June 2022 1
Minimum
equity holding
guideline 2
Richard White
Maree Isaacs
Andrew Cartledge
Brett Shearer
122,941,329
10,764,204
162,397
424,556
–
–
41,779
36,343
122,941,329
4,653,329,303
1,000,000
10,764,204
407,425,121
204,176
460,899
7,728,062
17,445,027
425,000
836,000
725,000
1 Value of shareholding was calculated based on $37.85, the closing share price on 30 June 2022.
2 Minimum equity holding guideline is the annualized fixed remuneration as at 30 June 2022.
Status
Meets
Meets
Meets
Meets
Remuneration Report 8 6
Non-Executive Director share ownership policy and equity holdings
The Board has established a policy that all Non-Executive Directors should accumulate and hold WiseTech shares equivalent to the
value of their base Director’s fees within three years of their appointment to the Board. All Non-Executive Directors satisfied this
objective as at 30 June 2022. Richard Dammery and Michael Malone were only appointed to the Board effective 1 December 2021.
The following tables provide details of WiseTech Global Limited ordinary shares and share rights (being rights to acquire ordinary
shares) held directly, indirectly or beneficially by each Non-Executive Director and their related parties.
Shares held
on 30 June
2021
Shares
received on
vesting of
share rights
Shares
issued
under DRP
Other
shares
acquired
Shares
disposed
Shares held
on 30 June
2022 1
Value of
shareholding
on 30 June
2022 2
Minimum
shareholding
guideline 3
Status
Andrew Harrison
41,176
1,266
Richard Dammery
–
Teresa Engelhard
43,296
Charles Gibbon
17,349,014
Michael Gregg
13,476,978
Michael Malone
–
–
775
–
743
–
Arlene Tansey
5,005
1,937
–
–
–
–
–
2,068
–
–
–
–
(36,595)
42,442
1,606,430
349,250
Meets
2,068
7,476
78,274
193,875 On track
282,967
198,000
–
17,349,014 656,660,180
184,250
12,305
– (840,000)
12,650,026 478,803,484
174,625
–
–
3,000
–
–
–
3,000
6,942
113,550
174,625 On track
262,755
198,000
Meets
Meets
Meets
Meets
1 Number of shares held on 30 June 2021 and at the date of this report.
2 Value of shareholding was calculated based on $37.85, the closing share price on 30 June 2022.
3 Minimum shareholding guideline is the annualized Non-Executive Director fee as at 30 June 2022.
Andrew Harrison
Richard Dammery
Teresa Engelhard
Charles Gibbon
Michael Gregg
Michael Malone
Arlene Tansey
Share rights held
on 30 June 2021
Awarded
Vested and
converted
Lapsed
Share rights held
on 30 June 2022
609
–
402
–
378
–
1,005
1,315
1,398
746
–
730
–
1,865
(1,266)
–
(775)
–
(743)
–
(1,937)
–
–
–
–
–
–
–
658
1,398
373
–
365
–
933
Remuneration Report W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
8 7
Other disclosures
Key terms of Executive KMP employment contracts
The following table outlines the key terms of the Executives’ latest employment contracts as at the date of this report:
Richard White
Maree Isaacs
Andrew Cartledge
Brett Shearer
Fixed remuneration – cash
1,000,000
425,000
Fixed remuneration – remuneration equity
–
–
1,000,000
425,000
15 April 2019
1 July 2017
22 September 2017
1 July 2020
12 months
3 months
6 months
3 months
750,000
150,000
900,000
500,000
275,000
775,000
Total fixed remuneration
Commencement date
Notice period
The employment contracts do not contain contractual termination benefits.
Other statutory disclosures – Executive KMP remuneration
The following table of Executive KMP remuneration has been prepared in accordance with accounting standards and the
Corporations Act 2001 requirements, for the period from 1 July 2021 to 30 June 2022 and the prior period:
Short-term
benefits
Cash
incentive
Post
employment
Share-based
payments
Long-term
benefits
Total
Richard
White
Maree
Isaacs
Andrew
Cartledge
Brett
Shearer
Total
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
Base salary
and benefits 1
$976,432
$978,306
–
–
$398,932
$200,000
$383,306
$100,000
Super-
annuation
$23,568
$21,694
$23,568
$21,694
Share rights
Other 2
Performance-
related
–
–
–
–
$94,077
$1,094,077
$41,762
$1,041,762
$45,754
$668,254
$42,006
$547,006
$691,432
$611,116
$451,432
$454,746
–
–
–
–
$23,568
$936,924
$42,690
$1,694,613
$21,694
$23,568
$21,694
$744,126
$551,910
$477,487
$42,690
$1,419,626
$65,608
$1,092,518
$65,608
$1,019,535
FY22
$2,518,228
$200,000
$94,272
$1,488,834
$248,129
$4,549,462
FY21
$2,427,474
$100,000
$86,776
$1,221,613
$192,066
$4,027,929
–
–
30%
18%
48%
46%
32%
32%
N/A
N/A
1 FY21 base salary included increases to fixed remuneration effective 1 April 2021 for Maree Isaacs, Andrew Cartledge and Brett Shearer.
FY22 base salary included increases to fixed remuneration effective 1 July 2021 for Andrew Cartledge and effective 1 January 2022 for
Maree Isaacs and Brett Shearer.
2 Other long-term benefits relate to annual and long service leave.
Remuneration Report 8 8
Executive KMP share rights and conditions
– Share rights are rights to acquire ordinary shares at no cost to the participant.
– There are no further performance conditions after grant but share rights generally lapse on ceasing employment. No share rights
under the grants below have lapsed.
– Brett Shearer’s FY23 remuneration equity includes the increase of FY22 remuneration equity effective from 1 January 2022 and
FY23 remuneration equity.
– The plan rules grant the Board clawback powers if, in the opinion of the Board, a participant acts fraudulently or dishonestly
or is in breach of his or her obligations to any Group company, the Board may deem any award of share rights held by the
participant to be forfeited.
– No dividends or dividend equivalents are paid on share rights.
Details of share rights granted in FY22
Grant
Share rights
granted
Grant date
Fair value at
grant date
Face value
of grant Vesting schedule
Andrew Cartledge
Brett Shearer
FY21 Performance
Equity Incentives
FY22 Remuneration
Equity Increase
FY23 Remuneration
Equity
FY21 Performance
Equity Incentives
FY23 Remuneration
Equity
23,585
25-Aug-21
$46.50
$750,003 4 annual tranches
commencing 26-Aug-21
354
02-May-22
$41.97
$10,995 4 annual tranches
commencing 1-Jul-22
2,300
02-May-22
$41.97
$121,026 4 annual tranches
commencing 3-Jul-23
11,006
25-Aug-21
$46.50
$349,991 4 annual tranches
commencing 26-Aug-21
5,222
02-May-22
$41.97
$274,782 4 annual tranches
commencing 3-Jul-23
Remuneration Report W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
8 9
Details of share rights affecting current and future remuneration
Andrew Cartledge
Grant
date
Share
rights
granted
Fair
value
at grant
date
Fair
value of
grant
Share
rights
vested
prior
years
Vesting
date in
FY22
Share
rights
vested
in FY22
% of
total
grant
vested
Value of
share
rights
vested
Unvested
rights at
30 June
2022
Future vesting
schedule
28-Sep-18
22,479
$22.09 $496,561
(14,986)
01–Jul–21
(7,493)
100% 594,495
– –
30-Aug-19
25,319
$36.93 $935,031
(12,658)
01–Jul–21
(6,329)
75% 552,332
6,332 1 annual tranche
30-Aug-19
3,553
$36.93
$131,212
(888)
01–Jul–21
(888)
50%
44,702
from 1-Jul-22
1,777 2 annual tranches
from 1-Jul-22
24-Jan-20
8
$24.74
$198
– 24–Jan–22
(8)
100%
411.44
– –
01-Jul-20
4,890
$18.55
$90,710
–
01–Jul–21
(1,222)
25%
38,847
3,668 3 annual tranches
17-Aug-20
12,225
$19.48 $238,143
(3,056)
01–Jul–21
(3,056)
50%
156,681
01-Feb-21
10
$31.20
$312
07-Jun-21
3,536
$29.43 $104,064
–
–
–
–
–
–
–
–
–
–
from 1-Jul-22
6,113 2 annual tranches
from 1-Jul-22
10 Vesting on 1-Feb-
23
3,536 4 annual tranches
from 1-Jul-22
25-Aug-21
23,585
$46.50 $1,096,703
– 26–Aug–21
(5,896)
25% 275,225
17,689 3 annual tranches
02-May-22
354
$41.97
$14,857
02-May-22
2,300
$41.97
$96,531
–
–
–
–
–
–
–
–
from 1-Jul-22
–
–
354 4 annual tranches
from 1-Jul-22
2,300 4 annual tranches
from 3-Jul-23
Award
FY18 Performance
Equity Incentives
FY19 Performance
Equity Incentives
FY20 Remuneration
Equity
2019 IAYE Share
Rights
FY21 Remuneration
Equity
FY20 Performance
Equity Incentives
2020 IAYE Share
Rights
FY22 Remuneration
Equity
FY21 Performance
Equity Incentives
FY22 Remuneration
Equity Increase
FY23 Remuneration
Equity
Remuneration Report 9 0
Brett Shearer
Award
Grant date
Share
rights
granted
Fair
value
at grant
date
Fair
value of
grant
Share
rights
vested
prior
years
Vesting
date in
FY22
Share
rights
vested
in FY22
% of
total
grant
vested
Value of
share
rights
vested
Unvested
rights at
30 June
2022
Future vesting
schedule
FY18 Performance
Equity Incentives
FY19 Special Project
Bonus
FY19 Special Project
Bonus
FY19 Performance
Equity Incentives
FY20 Remuneration
Equity
FY21 Remuneration
Equity
FY20 Performance
Equity Incentives
FY22 Remuneration
Equity
FY21 Performance
Equity Incentives
FY23 Remuneration
Equity
28-Sep-18
14,197
$22.09
313,612
(9,464)
01–Jul–21
(4,733)
100% 375,469
– –
01-May-19
1,787
$22.64
40,458
(892)
01–Jul–21
(446)
75%
35,386
449 1 annual tranche
30-Aug-19
51
$36.93
1,883
(24)
01–Jul–21
(12)
71%
1,047
from 1-Jul-22
15 1 annual tranche
from 1-Jul-22
30-Aug-19
10,660
$36.93
393,674
(5,330)
01–Jul–21
(2,665)
75% 232,575
2,665 1 annual tranches
from 1-Jul-22
30-Aug-19
5,330
$36.93
196,837
(1,332)
01–Jul–21
(1,332)
50%
67,053
2,666 2 annual tranches
from 1-Jul-22
01-Jul-20
7,335
$18.55
136,064
–
01–Jul–21
(1,833)
25%
58,271
5,502 3 annual tranches
from 1-Jul-22
17-Aug-20
9,780
$19.48
190,514
(2,445)
01–Jul–21
(2,445)
50% 125,355
4,890 2 annual tranches
from 1-Jul-22
07-Jun-21
6,679
$29.43
196,563
–
–
–
–
–
6,679 4 annual tranches
from 1-Jul-22
25-Aug-21
11,006
$46.50
511,779
– 26–Aug–21
(2,751)
25%
128,417
8,255 3 annual tranches
from 1-Jul-22
02-May-22
5,222
$41.97
219,167
–
–
–
–
–
5,222 4 annual tranches
from 3-Jul-23
Related party transactions
During FY22, the Group was party to an ongoing arrangement with an entity associated with Executive Director, Founder and CEO,
Richard White. The transaction was negotiated and agreed on arms-length terms no more favorable than those it is reasonable
to expect the entity would have adopted if dealing with an unrelated person at arm’s length. Further details of the arrangement
are disclosed in note 20 to the financial statements included in this report.
Remuneration Report W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
9 1
The Directors present their report together with the consolidated financial statements of the Group, comprising WiseTech Global
Limited and its controlled entities, for the financial year ended 30 June 2022 and the auditor’s report thereon. Information in the
Financial Report referred to in this report, including the Operating and Financial Review and the Remuneration Report, or contained
in a note to the financial statements referred to in this report, forms part of, and is to be read as part of, this report.
Directors
The names and details of the Company’s Directors in office during the financial year and until the date of this report are set out
below. Directors were in office for the entire period unless stated otherwise.
– Andrew Charles Harrison (Chair);
– Richard John White (Founder & CEO);
– Richard Dammery (appointed 1 December 2021);
– Teresa Engelhard;
– Charles Llewelyn Gibbon;
– Michael John Gregg;
– Maree McDonald Isaacs;
– Michael Malone (appointed 1 December 2021); and
– Arlene Mary Tansey.
The qualifications, experience and special responsibilities of the Directors, including details of other listed company directorships
held during the last three years, are detailed on pages 50 to 51 of this report.
Director attendance at meetings in FY22
The number of Directors’ meetings and meetings of committees of Directors held during the financial year and the number of meetings
attended by each Director are set out below. The table reflects the number of meetings held during the time the Director held
office, or was a member of the committee, during the year. Directors also frequently attend meetings of committees of which they
are not members.
Board
Audit & Risk
Committee
Nomination
Committee
People &
Remuneration
Committee
Related Party
Committee
Held
Attended
Held
Attended
Held
Attended
Held
Attended
Held
Attended
Andrew Harrison
Richard White
Richard Dammery
Teresa Engelhard
Charles Gibbon
Michael Gregg
Maree Isaacs
Michael Malone
Arlene Tansey
14
14
7
14
14
14
14
7
14
14
14
7
14
14
14
14
7
13
6
-
1
-
6
5
-
-
6
6
-
1
-
6
5
-
-
6
3
3
-
3
-
-
-
-
-
3
3
-
3
-
-
-
-
-
-
-
2
5
3
5
-
2
-
-
-
2
5
3
5
-
2
-
1
-
-
-
1
1
-
-
-
1
-
-
-
1
1
-
-
-
Company Secretaries
David Rippon, Corporate Governance Executive & Company Secretary
BSc (Hons) Mathematics
As Company Secretary, David is responsible for company secretarial and corporate governance support for WiseTech Global
Limited and the WiseTech Group. After an initial career in the UK as an actuary, David held senior corporate office roles at AMP
Limited and Henderson Group (now Janus Henderson Group plc) in Australia, before joining WiseTech Global as Corporate
Governance Executive & Company Secretary in 2017.
Maree Isaacs
Details of Maree’s qualifications and experience are disclosed on page 51 of this report.
Directors’ Report 9 2
Review of operations
Information on the principal activities, operations and financial position of the Group and its business strategies and prospects
is set out in the Operating and Financial Review on pages 64 to 69 of this report.
Dividends
Details of dividends paid during FY22 and the prior period are disclosed in note 6 to the financial statements included in this report.
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Group during the year.
Events subsequent to balance date
Other than the matters disclosed in note 28 to the financial statements, there has not arisen in the interval between the end of the
financial year and the date of this report any item, transaction or event of a material and unusual nature, likely, in the opinion of the
Directors of the Company, to affect significantly the operations of the Group, the results of those operations or the state of affairs
of the Group in future financial years.
Likely developments and expected results
For further information about likely developments in the operations of the Group, refer to the Operating and Financial Review
on pages 64 to 69 of this report.
Environmental regulation and performance
The operations of the Group are not subject to any particular or significant environmental regulations under a Commonwealth,
State or Territory law of Australia.
Indemnification and insurance of Directors and other officers
WiseTech’s constitution provides that every person who is, or has been, a Director or Company Secretary of the Company
or a subsidiary of the Company is indemnified by the Company to the maximum extent permitted by law. The indemnity covers
liabilities and legal costs incurred by the person as a director or company secretary.
In accordance with the Company’s constitution, the Company has entered into deeds with each of the Directors providing
indemnity, insurance and access. No Director has received benefits under an indemnity from the Company during or since the end
of the financial year.
During FY22, the Company paid a premium under a contract insuring certain current and former officers of the Group (including the
Directors) against liability that they may incur as an officer of the Company. Disclosure of the nature of the liability and the amount
of the premium is prohibited by the confidentiality clause of the contract of insurance.
Share rights
At the date of this report, WiseTech had 2,557,635 share rights outstanding across 1,661 holders. The share rights relate to grants
of deferred equity to employees under the Equity Incentives Plan and have a range of vesting dates through to July 2026. Generally,
share rights are subject to employment conditions. On vesting, the holder is entitled to receive one ordinary share at no cost to the
holder. 568,865 share rights were converted to ordinary shares during the financial year.
To meet the Company’s obligations when share rights vest, the Board prefers to issue new shares (to a maximum of 1% of issued
share capital in any 12-month period) while reserving the right to buy shares on-market and off-market where appropriate. During
FY22, 40,107 shares were purchased on-market for the purpose of employee incentive schemes, at an average price of $44.52 per
share, primarily on behalf of participants in the Invest As You Earn program.
Directors’ Report W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
9 3
Proceedings on behalf of the Group
Under section 237 of the Corporations Act 2001, no application has been made in respect of the Group and no proceedings have
been brought or intervened in or on behalf of the Group under that section.
Remuneration Report
Information on WiseTech’s remuneration framework and the FY22 outcomes for key management personnel are included in the
Remuneration Report on pages 71 to 90 of this report.
Corporate governance
Our Corporate Governance Statement for FY21 is available from our website: www.wisetechglobal.com/investors/corporate-governance/
Our FY22 statement is expected to be published in October 2022.
Non-audit services
During the year, KPMG, the Company’s auditor, performed certain other services in addition to the audit and review of the financial
statements. Details of the amounts paid to the auditor of the Group, KPMG, and its network firms for audit and non-audit services
are provided in note 21 to the financial statements included in this report.
The Board has considered the non-audit services provided during FY22 by the auditor and, in accordance with written advice
provided by resolution of the Audit & Risk Committee, is satisfied that the provision of those non-audit services during FY22
by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001
for the following reasons:
– all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed
by the Audit & Risk Committee to ensure they do not impact the integrity and objectivity of the auditor; and
– the non-audit services provided did not undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work,
acting in a management or decision-making capacity for the Company, acting as an advocate for the Group or jointly sharing
risks and rewards.
Lead auditor’s independence declaration
The lead auditor’s independence declaration is set out on page 94 of this report and forms part of the Directors’ Report for the
financial year ended 30 June 2022.
Signed in accordance with a resolution of the Directors.
Andrew Harrison
Chair
24 August 2022
Richard White
Executive Director, Founder and CEO
24 August 2022
Directors’ Report 9 4
Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001
To the Directors of WiseTech Global Limited
I declare that, to the best of my knowledge and belief, in relation to the audit of WiseTech Global Limited
for the financial year ended 30 June 2022 there have been:
i.
ii.
no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
Caoimhe Toouli
Partner
Sydney
24 August 2022
32
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms
affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG
the KPMG global
name and
organisation. Liability limited by a scheme approved under Professional Standards Legislation.
independent member firms of
trademarks used under
license by
logo are
the
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
9 5
We recognize and manage a variety of business risks that
could affect our operations and financial results. The main risks
affecting WiseTech Global, and the steps we take to manage
or mitigate these risks, are described below.
Ability to attract and retain
key personnel
Our success depends on attracting and retaining key personnel,
in particular our Founder and CEO, Richard White, and members
of the senior management and product development teams.
In addition, we need to attract and retain highly skilled
software development engineers.
The loss of key personnel, or delay in their replacement,
could adversely impact our ability to expand and operate
our business and increase the potential loss of business
process knowledge.
To mitigate this risk, we invested significantly both in our
workforce and in processes and systems to ensure knowledge
and skills are maintained within the Group. This enables its
continued and stable growth. Our remuneration framework
also delivers flexible components designed to support the
recruitment, motivation and retention of our staff.
Execution of integration
of acquired businesses
In recent years, we have completed a number of strategic
acquisitions, the integration of which can include product
development and transitioning of customers to our CargoWise
platform. There is a risk that customers do not transition
(or require more financial and management resources or time
than planned) or that the acquisitions fail to generate the
expected benefits or adequate returns on investment.
We have adopted an integration framework characterized
by a three‑phased approach to:
– integrate the target: operations and workforce;
– develop the product capability and commercial foundation;
and
– grow revenue from new capabilities and conversion of the
acquired customer base.
This process is designed to be delivered through a combination
of self‑integration toolkits and the utilization of our internal
architectures and engines. We also engage the talented teams
in our 35 product development centers worldwide. When
considering a target for potential acquisition, we also assess
the capabilities of the business to support the integration and
product development phases mentioned above.
Regulatory and compliance
complexities
Our acquisition and growth strategy has and is still expanding
our presence in new international jurisdictions, with exposure
to greater risk of political, legal and economic instability, as well
as different compliance and regulatory requirements.
To mitigate these risks, we tailor our acquisition and integration
approach to address geographic and political risk in the region
in which each acquisition business is based.
We continually monitor the regulatory requirements in our
global network to aim for full compliance. Our Code of Conduct
reinforces our commitment to comply with all laws and
regulations relating to our business and operations. We are
committed to maintaining ethical standards in how we conduct
our business activities and stakeholder relationships. WiseTech
Global’s reputation as an ethical organization is important
to our ongoing success. We expect our people to meet
these standards.
WiseTech Global operates
in a competitive industry
We compete against other commercial logistics service
software providers and within the marketplace face the
risk that:
– competitors could increase their competitive position
through product innovation or expansion, aggressive
marketing campaigns, price discounting or acquisitions;
– our software products may fail to meet our customers’
expectations;
– we may fail to anticipate and respond to technology
changes as quickly as our competitors;
– logistics service providers may continue to operate
in‑house developed systems in preference to commercial
logistics software; and
– new competitors could emerge and develop products
(including cloud‑based software) which compete with
our products.
We believe that our deeply integrated, open‑access platform,
which provides an efficient platform for global rollouts
and a valuable consolidation tool for large 3PLs, and our
commitment to relentlessly invest in product development,
are the most effective mitigants to this risk. We continue
to invest significantly in product development and innovation,
investing over $695m in the past five years. In FY22,
we reinvested 29% of our revenues in product development
and innovation and delivered 1,199 new product features and
enhancements to the platform. We also continue to acquire
smaller software vendors in key geographic regions and
technology adjacencies, enlarging our global footprint and
technology capacity and capability.
Failure to retain existing
customers and attract new
customers
Our business success depends on our ability to retain and grow
usage by our existing customers, as well as our ability to attract
further business from new customers. There is a risk that our
customers reduce their use of our software, in terms of the
users and volume of transactions, or that they cease to use our
software altogether. There is a risk that if customers reduce
their usage of our software, our revenue could decrease.
Risk management 9 6
We mitigate this risk by:
– providing our customers with open access to our platform
to new sites/geographies;
– continuing to innovate and add more modules and
functionality, which drive productivity benefits for our
customers and respond to industry and regulatory changes
faced by customers; and
– providing a platform which enables rapid onboarding
of users without additional contract negotiations.
Our success in managing this risk is characterized by the high
level (89%) of recurring revenue in FY22 and our low level (<1%)
of annual customer attrition (by CargoWise customers) every
year for the past ten years.
Decline in trade volumes and
economic conditions
Our customers are logistics service providers whose business
operations depend on regional and global logistics activities,
which are closely linked to regional and global trade volumes.
A decline in regional and global trade volumes and recessionary
economic conditions including, but not limited to, the effects of
the COVID‑19 pandemic, supply chain disruptions, geopolitical
events and the impacts of climate change, may adversely affect
our financial performance.
Our software provides an integrated logistics execution solution
which increases productivity and drives efficiency in a complex,
highly regulated and competitive industry. We believe that risks
associated with a reduction in trade volumes and economic
conditions would be offset by the opportunities which present
themselves from changes in trade routes, regulation, trade
patterns and increased competition amongst our customers.
Impact of foreign currency
on financial results
As a global business, the majority of our revenue (FY22: 75%)
is invoiced in currencies other than Australian dollars.
Therefore, our financial results are influenced by movements
in the foreign exchange rates of currencies including the US
dollar, pound sterling and euro.
This risk is partially offset by natural hedges where we also
incur operational costs in the same foreign currency. Where
appropriate, we seek to denominate new customer contracts
in Australian dollars and may also utilize foreign exchange
contracts to hedge the currency risks on a portion of
forecast exposures.
Disruption or failure
of technology systems
The performance, reliability and availability of our technology
platform, data center and global communication systems
(including servers, the internet, hosting services and the
cloud environment in which we provide our products) are
critical to our business. There is a risk that these systems may
be adversely affected by disruption, failure, service outages
or data corruption.
Prolonged disruption to our IT platform, or operational or
business delays, could damage our reputation and potentially
lead to a loss of customers, legal claims by customers, and
an inability to attract new customers.
We mitigate this risk by operating: separate data centers
in three distinct regions around the world to reduce reliance
on any individual data center; a global network of support
centers providing 24/7 365 support internally; and automated
replication of data as well as disaster recovery planning and
testing. Our technology framework provides for segregation
of data, backups stored on independent infrastructures and
critical access monitoring.
Security breach and data
privacy
Our products involve the storage and transmission of our
customers’ confidential and proprietary information and our
risks include security breaches of our customers’ data and
information by unauthorized access, theft, destruction, loss
of information, or misappropriation or release of confidential
customer data.
To mitigate these risks, we have adopted a layered approach
to protecting customer data that includes physical security,
system security, policy, governance, logging and auditing.
We perform penetration testing on our key business systems
(including our acquired businesses) and remediate any
potential issues identified by the testing.
We are in the process of further managing and documenting
these controls through the implementation of the ISO 27001
Information Technology standard.
WiseTech Global and its subsidiaries recognize the
importance of data privacy and comply with relevant data
privacy regulations, including the EU General Data Protection
Regulation, to safeguard the security and privacy of all
customer data.
Intellectual property
The value of our products is partially dependent on our
ability to protect our intellectual property, including business
processes and know‑how, copyrights and trademarks. There
is a risk that we may be unable to detect the unauthorized use
of our intellectual property rights in all instances. Further, there
is a risk that third parties may allege that our products use
intellectual property derived by them or from their products
without their consent or permission, potentially resulting
in disputes or litigation.
We mitigate this risk through an active program of monitoring
and registering patents and other intellectual property
where appropriate, and through protections in contractual
agreements. Both internal and external legal resources are used
to support this process.
Risk management W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
9 7
Financial Report contents
for the year ended 30 June 2022
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the financial statements
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
Corporate information
Basis of preparation
Revenue
Income tax
Earnings per share
Dividends
Intangible assets
Property, plant and equipment
Cash and cash equivalents
Trade receivables
Other assets
Trade and other payables
Deferred revenue
Other liabilities
Borrowings
Lease liabilities
Share capital and reserves
Business combinations and acquisition of non-controlling interests
Employee benefits
Key management personnel transactions
Auditor's remuneration
Reconciliation of net cash flows from operating activities
Segment information
Financial instruments
Group information
Deed of Cross Guarantee
Parent entity information
Other policies and disclosures
Directors’ declaration
Independent Auditor’s Report
98
99
100
102
103
103
105
107
110
110
111
114
115
115
117
118
118
119
119
120
122
123
126
127
128
129
130
131
140
143
145
146
148
149
9 8
Revenue
Cost of revenues
Gross profit
Product design and development
Sales and marketing
General and administration 1
Total operating expenses
Operating profit
Finance income
Finance costs
Fair value gain on contingent consideration
Net finance costs
Profit before income tax
Income tax expense
Net profit after income tax
Other comprehensive (loss)/income, net of tax
Items that are/or may be reclassified to profit or loss
Movement in cash flow hedges, net of tax
Exchange differences on translation of foreign operations
Other comprehensive loss, net of tax
Notes
3
24
24
4
2022
$M
632.2
(92.5)
539.7
(142.9)
(50.0)
(91.8)
(284.7)
2021
$M
507.5
(85.6)
421.9
(128.9)
(50.3)
(92.9)
(272.1)
255.0
149.8
1.4
(4.1)
0.1
(2.6)
252.4
(57.7)
194.6
(10.2)
8.9
(1.3)
1.4
(5.5)
2.2
(1.9)
147.9
(39.9)
108.1
(5.7)
(23.0)
(28.8)
Total comprehensive income, net of tax
193.4
79.3
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
5
5
59.7
59.7
33.3
33.2
1 For the year ended 30 June 2022 $0.9m of restructuring expenses are included in General and administration expenses (2021:$8.2m).
These Consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of profit or loss and other comprehensive incomefor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
9 9
Notes
2022
$M
2021
$M
9
10
24
11
7
8
4
24
11
12
15
16
13
19
24
14
16
19
4
24
14
17
483.4
88.0
11.8
1.6
24.3
609.2
961.2
75.8
9.5
0.6
7.4
1,054.4
1,663.6
75.5
-
9.5
12.5
23.3
12.1
7.7
66.7
207.4
24.0
4.9
81.0
8.1
23.0
141.1
348.4
315.0
74.1
-
2.9
22.6
414.6
904.5
64.1
11.0
0.4
5.1
985.2
1,399.8
59.3
-
9.8
25.8
20.7
7.5
2.1
62.8
188.0
25.2
2.1
58.3
4.3
16.0
105.9
293.9
1,315.2
1,106.0
906.3
(101.0)
509.9
1,315.2
827.8
(67.7)
345.8
1,106.0
Assets
Current assets
Cash and cash equivalents
Trade receivables
Current tax receivables
Derivative financial instruments
Other current assets
Total current assets
Non-current assets
Intangible assets
Property, plant and equipment
Deferred tax assets
Derivative financial instruments
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Deferred revenue
Employee benefits
Current tax liabilities
Derivative financial instruments
Other current liabilities
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefits
Deferred tax liabilities
Derivative financial instruments
Other non-current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Retained earnings
Total equity
These Consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of financial positionas at 30 June 2022 1 0 0
Share
capital
$M
Treasury
share
reserve
$M
Acquisition
reserve
$M
Cash flow
hedge
reserve
$M
Notes
Share-
based
payment
reserve
$M
Foreign
currency
translation
reserve
$M
Retained
earnings
$M
Total
equity
$M
Balance as at 1 July 2020
779.8
(32.1)
(17.0)
3.2
26.0
(17.6)
261.2
1,003.4
17
17
6
17
17
19
Net profit for the year
Other comprehensive loss,
net of tax
Total comprehensive
income/(loss), net of tax
Issue of share capital
Shares issued under
acquisition
Dividends declared
and paid
Shares issued under DRP
Transaction costs
(net of tax)
Vesting of share rights
Equity settled
share-based payment
Equity settled
remuneration to
Non-Executive Directors
Tax benefit from equity
remuneration
Revaluation of subsidiary
due to hyperinflationary
economy
Total contributions
and distributions
Changes in ownership
interest
Acquisition of
non-controlling interest
without a change in control
Balance as at
30 June 2021
–
–
–
–
–
–
35.8
(35.8)
11.4
–
0.7
(0.1)
–
–
0.1
–
–
–
–
–
–
12.9
–
–
–
–
48.0
(23.0)
–
–
–
–
0.1
–
–
–
–
–
–
–
–
0.1
–
(5.7)
(5.7)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(13.4)
22.1
(0.1)
13.2
–
21.9
–
108.1
108.1
(23.0)
–
(28.8)
(23.0)
108.1
79.3
–
–
–
–
–
–
–
–
–
–
–
–
–
(14.0)
–
–
0.5
–
–
(10.2)
–
11.5
(14.0)
0.7
(0.1)
–
22.1
–
3.1
0.2
0.2
(23.4)
23.6
–
–
(0.3)
–
–
–
–
(0.3)
827.8
(55.0)
(17.3)
(2.5)
47.9
(40.6)
345.8
1,106.0
These Consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of changes in equityfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 0 1
Share
capital
$M
Treasury
share
reserve
$M
Acquisition
reserve
$M
Cash flow
hedge
reserve
$M
Notes
Share-
based
payment
reserve
$M
Foreign
currency
translation
reserve
$M
Balance as at 1 July 2021
827.8
(55.0)
(17.3)
(2.5)
47.9
(40.6)
17
17
6
17
17
19
Net profit for the year
Other comprehensive loss,
net of tax
Total comprehensive
income/(loss), net of tax
Issue of share capital
Shares issued under
acquisition
Dividends declared
and paid
Shares issued under DRP
Transaction costs
(net of tax)
Vesting of share rights
Equity settled
share-based payment
Equity settled
remuneration to
Non-Executive Directors
Tax benefit from equity
remuneration
Revaluation of subsidiary
due to hyperinflationary
economy
Total contributions
and distributions
Balance as at
30 June 2022
–
–
–
–
–
–
70.8
(70.8)
6.0
–
1.5
(0.1)
–
–
0.2
–
–
–
–
–
–
16.7
–
–
–
–
–
–
–
–
(0.1)
–
–
–
–
–
–
–
–
78.5
(54.1)
(0.1)
–
(10.2)
(10.2)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(13.2)
31.2
(0.2)
4.4
–
22.2
Retained
earnings
$M
Total
equity
$M
345.8
194.6
1,106.0
194.6
–
(1.3)
–
8.9
8.9
194.6
193.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5.9
(28.0)
(28.0)
–
–
(3.5)
–
–
–
1.5
(0.1)
–
31.2
–
4.4
1.0
1.0
(30.5)
15.9
These Consolidated financial statements should be read in conjunction with the accompanying notes.
906.3
(109.2)
(17.4)
(12.7)
70.1
(31.8)
509.9
1,315.2
Consolidated statement of changes in equityfor the year ended 30 June 2022 1 0 2
Operating activities
Receipts from customers
Payments to suppliers and employees 1
Income tax paid
Net cash flows from operating activities
Investing activities
Acquisition of businesses, net of cash acquired
Payments for intangible assets
Purchase of property, plant and equipment (net of disposal proceeds)
Interest received
Net cash flows used in investing activities
Financing activities
Proceeds from issue of shares
Transaction costs on issue of shares
Treasury shares acquired
Repayments of lease liabilities
Interest paid
Dividends paid
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 July
Effect of exchange differences on cash balances
Net cash and cash equivalents at 30 June
Notes
2022
$M
2021
$M
650.4
(310.9)
(32.9)
306.7
(3.4)
(75.4)
(26.8)
1.4
(104.3)
70.8
(0.1)
(70.8)
(7.8)
(3.9)
(26.5)
(38.2)
164.2
315.0
4.2
483.4
535.6
(305.6)
(18.4)
211.6
(5.8)
(74.5)
(16.3)
1.3
(95.2)
35.8
(0.1)
(35.8)
(8.7)
(2.4)
(13.2)
(24.4)
91.9
223.7
(0.6)
315.0
22
18
6
9
9
1 For the year ended 30 June 2022, $1.2m of payments related to restructuring programs are included in payments to suppliers and
employees (2021: $8.6m).
These Consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of cash flowsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 0 3
1. Corporate information
WiseTech Global Limited (“Company”) is a company domiciled in Australia. These Consolidated financial statements comprise
the Company and its controlled entities (collectively “Group”) for the year ended 30 June 2022. The Company’s registered office
is at Unit 3a, 72 O’Riordan Street, Alexandria, NSW 2015, Australia.
The Group is a for-profit entity and its principal business is providing software to the logistics services industry globally.
2. Basis of preparation
Statement of compliance
These Consolidated financial statements are general purpose financial statements, which have been prepared in accordance with
the requirements of the Corporations Act 2001, Australian Accounting Standards (“AAS”) and other authoritative pronouncements
of the Australian Accounting Standards Board (“AASB”). The Consolidated financial statements also comply with International
Financial Reporting Standards (“IFRS”) and interpretations (“IFRICs”) adopted by the International Accounting Standards Board.
Material accounting policies adopted in the preparation of these financial statements are presented alongside the relevant notes and
have been consistently applied unless stated otherwise. Other significant accounting policies which are relevant to understanding
the basis of preparation of these Consolidated financial statements are included in note 28.
The Consolidated financial statements have been prepared on an accruals basis and are based on historical costs except for:
– Derivative financial instruments which are measured at fair value in accordance with AASB 9 Financial Instruments; and
– Contingent consideration which is measured at fair value in accordance with AASB 13 Fair Value Measurement.
The Consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of normal
business activities and the realization of assets and the settlement of liabilities in the ordinary course of business.
The Consolidated financial statements were authorized by the Board of Directors on 24 August 2022.
Accounting policies
The accounting policies applied in these Consolidated financial statements are the same as those applied in the Group’s
Consolidated financial statements as at, and for the year ended 30 June 2021.
Going concern
The accompanying Consolidated financial statements have been prepared assuming the Company will continue as a going concern.
The ultimate parent entity’s financial position is strong with robust cash generation, and significant liquidity to support its strategic
and operational initiatives.
The Company supplies software as a service (“SaaS”) to the logistics industry, which is a critical service to that market sector.
The logistics sector continues to be a critical element of the global economy. The Company’s customer base is significant and
comprises large, medium and small operators. The Company is not subject to concentration of credit risk. The Company has
no borrowings as at 30 June 2022 and has sufficient cash to meet all committed liabilities and future expected liabilities.
Notes to the financial statementsfor the year ended 30 June 2022 1 0 4
2. Basis of preparation (continued)
Key accounting estimates and judgments
In preparing these Consolidated financial statements, management has made judgments, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses including
accompanying disclosures. Changes in these judgments, estimates and assumptions could result in outcomes that require
a material adjustment in future periods. Information on key accounting estimates and judgments can be found in the following notes:
Accounting judgments, estimates and assumptions
Note
Page
Income tax determination in relation to assets and liabilities
Recognition and recoverability of other intangible assets
Recoverability of goodwill
Trade receivables expected credit losses
Lease terms
Valuation of contingent consideration
4
7
7
10
16
24
109
112
113
116
121
134
Revenue recognition is excluded on the grounds that the policy adopted in the area is sufficiently objective.
Functional and presentational currency
These Consolidated financial statements are presented in Australian dollars which is the Group’s functional currency.
Rounding of amounts
Unless otherwise expressly stated, amounts have been rounded off to the nearest whole number of millions of dollars and one
place of decimals representing hundreds of thousands of dollars in accordance with ASIC Corporations Instrument 2016/191, dated
24 March 2016. Amounts shown as “–” represent zero amounts and amounts less than $50,000 which have been rounded down.
There may be differences in casting the values in the Consolidated financial statements due to rounding in millions to one place
of decimals.
Presentation of results
The Group has presented the expense categories within the Consolidated statement of profit or loss on a functional basis.
The categories used are cost of revenues, product design and development, sales and marketing and general and administration.
This presentation style provides insight into the Company’s business model and enables users to consider the results of the Group
compared to other major SaaS companies. The methodology and the nature of costs within each category are further described
below and on the next page.
Cost of revenues
Cost of revenues consists of expenses directly associated with securely hosting the Group’s services and providing support
to customers. Costs include data center costs, personnel and related costs (including salaries, benefits, bonuses and share-based
payments) directly associated with cloud infrastructure and customer consulting, implementation and customer support,
contracted third party costs, related depreciation and amortization and allocated overheads.
Product design and development expenses
Product design and development expenses consist primarily of personnel and related costs (including salaries, benefits, bonuses
and share-based payments) directly associated with the Company’s product design and development employees, as well as
allocated overheads. When future economic benefits from development of an intangible asset are determined probable and the
development activities are capable of being reliably measured, the costs are capitalized as an intangible asset and then amortized
to profit or loss over the estimated life of the asset created. The development activities comprise the design, coding and testing
of a chosen alternative for new or improved software products, processes, systems and services. The amortization of those costs
capitalized is included as a product design and development expense.
Sales and marketing expenses
Sales and marketing expenses consist of personnel and related costs (including salaries, benefits, bonuses, commissions and
share-based payments) directly associated with the sales and marketing team’s activities to acquire new customers and grow
revenue from existing customers. Other costs included are external advertising, digital platforms, marketing and promotional
events, as well as allocated overheads.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 0 5
2. Basis of preparation (continued)
General and administration expenses
General and administration expenses consist of personnel and related costs (including salaries, benefits, bonuses and share-based
payments) for the Company’s executive, Board of Directors, finance, legal, people and culture, mergers and acquisitions and
administration employees. They also include legal, accounting and other professional services fees, insurance premiums,
acquisition and integration costs, restructuring expenses, other corporate expenses and allocated overheads.
Overhead allocation
The presentation of the Consolidated statement of profit or loss and other comprehensive income by function requires certain
overhead costs to be allocated to functions. These allocations require management to apply judgment. The costs associated with
Group’s facilities, internal information technology and non-product related depreciation and amortization are allocated to each
function based on respective headcount.
3. Revenue
Disaggregation of revenue from contracts with customers
The Company has concluded that disclosing a disaggregation of revenue types amongst ‘Recurring On-Demand revenue’,
‘Recurring One-Time License (“OTL”) maintenance revenue’ and ‘OTL and support services’ best reflects how the nature, amount,
timing and uncertainty of the Group’s revenues and cash flows are affected by economic factors, and that further disaggregation
is not required to achieve this objective. Revenue by geographic location is disclosed in note 23.
Revenue
Recurring On-Demand License revenue
Recurring One-Time License maintenance revenue
OTL and support services
Total revenue
2022
$M
2021
$M
491.6
74.2
66.5
632.2
383.0
75.1
49.4
507.5
The Group applies the following five steps in recognizing revenue from contracts with customers:
1.
Identify the contract or contracts with the customer;
2. Identify the performance obligations in the contract;
3. Determine the transaction price;
4. Allocate the transaction price to performance obligations based on their relative standalone selling price; and
5. Recognize revenue when, or as, performance obligations are satisfied.
Revenue is recognized upon transfer of control of promised products and services to customers in the amount that reflects the
consideration expected to be received in exchange. Revenue is recognized net of any taxes collected from customers, which are
subsequently remitted to governmental authorities.
The Group’s revenue primarily consists of license fees from customers to access or use computing software.
Revenue recognition approach
Recurring On-Demand License revenue
The majority of revenue is derived from recurring On-Demand Licenses, where customers are provided the right to access the
Group’s software as a service, without taking possession of the software. These arrangements include the ongoing provision
of standard customer support and software maintenance services.
Revenue is recognized over the contract period and is based on the utilization of the software (numbers of users and transactions).
Customers are typically billed on a monthly basis in arrears and revenue is recognized for the amount billed.
Recurring One-Time License maintenance revenue
Additional recurring revenue is derived from the recurring maintenance fees charged to customers on OTL arrangements and
is recognized over time during the maintenance period.
Notes to the financial statementsfor the year ended 30 June 2022 1 0 6
3. Revenue (continued)
OTL and support services
OTL fee revenue is derived when the Group sells, in a one-off transaction, the perpetual right to use the software. This license
revenue is recognized at the point in time when access is granted to the customer and the one-off billing is raised.
Support services revenue mainly consists of fees charged for business consultancy and paid product enhancements delivered
upon specific customer requests. These contracts are typically short-term (less than 12 months) and are charged on a fixed-fee
basis. Consulting revenue is recognized on a proportional performance basis and ratably over the contract term. Paid product
enhancements revenue is recognized at the time when the requested enhancement is completed and can be accessed
by customers.
Contracts with multiple performance obligations
The Company enters into contracts with its customers that can include promises to transfer multiple performance obligations.
A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct.
Revenue (including any discounts) is allocated between separate goods and services on a relative basis of standalone selling prices.
The standalone selling prices reflects the price that would be charged for a specific product or service if it was sold separately and
is calculated using standard list prices.
For On-Demand licensing contracts, there are a series of distinct goods and services, including access to software maintenance
and support provided to customers, that are treated as a single performance obligation because they are delivered in the same
pattern over a period of time.
Material rights in the form of contract renewal options or incremental discounts
Contracts may involve customers having the option to obtain discounts upon renewal of existing arrangements. AASB 15 Revenue
from Contracts with Customers considers a material right to be a separate performance obligation in a customer contract, which
gives the customer an option to acquire additional goods or services at a discount or free of charge. The inclusion of these clauses
may give rise to a change in the timing of revenue recognition.
The Group regularly assesses renewal options on current contracts for material rights that would need to be accounted for as separate
performance obligations.
Costs of obtaining a customer contract
AASB 15 requires that incremental costs associated with acquiring a customer contract, such as sales commissions, be recognized
as an asset and amortized over a period that corresponds with the period of benefit.
Commissions paid by the Group performed in connection with the sale of software products are conditional on future performance
or service by the recipient of the commission, and therefore are not incremental to obtaining the contract. Consequently, under
current arrangements, the costs of obtaining a contract are expensed in the period incurred.
Principal versus agent
Where the Group has arrangements involving multiple parties to provide goods and services to customers, judgment is required
to determine if the Group acts as a principal or an agent.
The Group is an agent if its role is to arrange a third party to provide the goods or service; or it is to deliver a third party’s goods
or service on its behalf. The Group is a principal if it has the primary responsibility for fulfilling the promised goods or service
delivery; and has the discretion to establish the price for the specified goods or service.
Where the Group is acting as a principal, revenue is recognized on a gross basis in accordance with the transaction price defined
in contracts with customers. Where the Group is acting as an agent, revenue is recognized at a net amount reflecting the commission
or margin earned.
Contract balances
The timing of revenue recognition may differ from customer billings and cash collections which results in trade receivables,
unbilled receivables (contract assets) and deferred revenue (contract liabilities) recognized on the Group’s Consolidated statement
of financial position.
Generally, the Group invoices customers as services are provided in accordance with the agreed-upon contract terms, either
at periodic intervals (e.g. monthly or quarterly) or upon completion. At times, billing occurs after the revenue recognition, resulting
in contract assets (unbilled receivables). For certain customer contracts, the Group receives advance payments before revenue
is recognized, resulting in contract liabilities (deferred revenue). These balances, as well as their movements from the prior reporting
period, are disclosed in notes 11 and 13 respectively.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 0 7
4.
Income tax
(a)
Income tax expense
Income tax expense/(benefit) comprises current and deferred tax expense/(benefit) and is recognized in profit or loss, except to the
extent that it relates to a business combination or items recognized directly in equity or other comprehensive income.
Income tax expense comprises:
Current tax
Deferred tax
Adjustment for prior years - current tax
Adjustment for prior years - deferred tax
Income tax expense
The prima facie tax on profit before income tax is reconciled to the income tax expense as follows:
Accounting profit before income tax
At Australia’s statutory income tax rate of 30% (2021:30%)
Adjusted for:
Other assessable income
Non-deductible expenses
Non-deductible acquisition expense
Under/(over) provision for income tax in prior years
Adjusted for:
Tax effect of:
Tax deduction for acquisitions
Fair value gain on contingent consideration
Different tax rates in overseas jurisdictions
Research and development
Non-taxable income
Income tax expense
Significant accounting policies
2022
$M
39.5
30.0
(12.0)
0.3
57.7
2022
$M
252.4
75.7
1.2
0.4
0.6
2.9
80.8
(12.8)
–
(4.8)
(5.3)
(0.2)
57.7
2021
$M
27.7
13.1
(3.5)
2.5
39.9
2021
$M
147.9
44.4
1.1
1.4
0.1
(0.9)
46.0
–
(0.7)
(1.2)
(3.8)
(0.5)
39.9
Current tax
Current tax comprises the expected payable or receivable on the taxable income or loss for the year and any adjustment to tax
payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax
amount expected to be paid or received that reflects uncertainty related to income taxes. It is measured using tax rates for each
jurisdiction enacted or substantively enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria
are met.
Notes to the financial statementsfor the year ended 30 June 2022 1 0 8
4.
Income tax (continued)
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
– Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit or loss;
– Temporary differences related to investments in subsidiaries, associates and joint arrangements, to the extent that the Group
is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the
foreseeable future; and
– Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent
that it is probable that future taxable profits will be available against which they can be used.
Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable
temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversal of
existing temporary differences are considered, based on the business plans for the individual subsidiaries in the Group. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realized. Such reductions are revised when the profitability of future taxable profit improves.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable
that future taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax
rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects,
at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if certain criteria are met.
(b) Movements in deferred tax balances
2021
Software development costs
Customer relationships and brands
Intellectual property
Goodwill
Property, plant and equipment
Future income tax benefits attributable
to tax losses and offsets
Provisions
Revenue timing
Cash flow hedge
Transaction costs
Employee equity compensation
Unrealized foreign exchange
Other
Net tax liabilities
Opening
balance
$M
Charged
to profit
or loss
$M
Charged
to goodwill
$M
Exchange
differences
$M
Charged
to equity
$M
49.7
4.6
(0.1)
1.0
(1.3)
(9.7)
(8.0)
(0.8)
1.4
(1.5)
2.3
(0.8)
12.4
(1.9)
0.7
0.9
1.6
(0.2)
(3.5)
(0.1)
0.3
0.5
4.3
0.5
–
–
–
–
–
–
–
–
–
–
–
–
(0.1)
(0.1)
(0.1)
(0.2)
(0.1)
0.8
–
–
–
–
–
–
–
36.7
0.2
15.7
–
–
0.1
0.4
–
–
–
–
–
(3.3)
–
–
(2.5)
–
0.2
–
–
(5.6)
Total
$M
62.0
2.6
0.5
1.8
0.2
(12.3)
(11.6)
(0.9)
(0.8)
(1.0)
6.8
(0.2)
0.3
47.3
Notes to the financial statementsfor the year ended 30 June 2022
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 0 9
4.
Income tax (continued)
2022
Software development costs
Customer relationships and brands
Intellectual property
Goodwill
Property, plant and equipment
Future income tax benefits
attributable to tax losses and offsets
Provisions
Revenue timing
Cash flow hedge
Transaction costs
Employee equity compensation
Unrealized foreign exchange
Other
Net tax liabilities
Opening
balance
$M
Charged to
profit or
loss
$M
Charged to
goodwill
$M
Exchange
differences
$M
Charged to
equity
$M
62.0
2.6
0.5
1.8
0.2
(12.3)
(11.6)
(0.9)
(0.8)
(1.0)
6.8
(0.2)
0.3
47.3
14.5
0.4
(0.2)
1.0
3.0
3.8
(3.0)
0.9
(0.3)
0.5
11.7
(0.8)
(1.3)
30.3
–
0.1
0.1
–
–
–
0.1
–
–
–
–
–
–
0.2
0.2
–
–
0.2
(0.1)
(0.9)
–
–
–
–
–
–
0.3
(0.2)
–
–
–
–
–
(3.3)
–
–
(1.7)
–
(1.1)
–
–
(6.0)
Total
$M
76.7
3.0
0.4
3.0
3.1
(12.6)
(14.5)
–
(2.8)
(0.5)
17.4
(1.0)
(0.7)
71.5
Key accounting estimates and judgments - Income tax
During the period the Group lodged amended Australian returns for income tax years FY18, FY19 and FY20, lodged the FY21 income
tax return and accrued FY22 income tax applying specific legislation which resulted in tax deductions for certain payments relating
to acquisitions. This application of the legislation had not previously been included in tax returns and accruals and resulted in a total
tax benefit of $12.8m.
At 31 December 2021, the Group’s application of the legislation was being reviewed by the Australian Taxation Office (“ATO”) and the
Group treated the matter as an uncertain tax position and had not reflected any benefit in tax expense. $8.3m cash received prior
to 31 December 2021, in respect of these lodgments, was recorded in tax liabilities.
The Group has since been advised by the ATO that their review of the application of the legislation was complete. Consequently
at 30 June 2022 there is no longer an uncertain tax position and the total benefit of $12.8m was recognized in full, in tax expense,
for the current financial year. This includes refunds totaling $11.7m in respect of the amended returns for FY18, FY19, FY20 and the
final return lodged for FY21. In addition to the above $0.4m is reflected in FY22 by reducing the current tax provision. The remaining
$0.7m of cash benefit will be received in future years.
The Group is subject to tax in numerous jurisdictions. Significant judgment is required in determining the related assets or provisions
as there are transactions in the ordinary course of business and calculations for which the ultimate tax determination is uncertain.
The Group recognizes liabilities based on estimates of whether additional tax will be due. Where the final tax outcome of these
matters is different from the amount that was initially recognized, such differences will impact on the results for the year and the
respective income tax and deferred tax assets or provisions in the year in which such determination is made. The Group recognizes
tax assets based on forecasts of future profits against which those assets may be utilized; tax losses in subsidiaries of $2.7m
(FY21: $5.6m) have not been recognized.
Notes to the financial statementsfor the year ended 30 June 2022 1 1 0
5. Earnings per share
The following reflects the income and share data used in the basic and diluted earnings per share (“EPS”) computations:
Net profit after income tax ($M)
Basic weighted average number of ordinary shares (in millions)
Basic EPS (cents)
Net profit after income tax ($M)
Basic weighted average number of ordinary shares (in millions)
Shares issuable in relation to equity-based compensation schemes (in millions)
Diluted weighted average number of ordinary shares (in millions)
Diluted EPS (cents)
Significant accounting policies
2022
194.6
326.0
59.7
194.6
326.0
0.1
326.0
59.7
2021
108.1
324.9
33.3
108.1
324.9
0.1
325.0
33.2
Basic EPS is calculated by dividing profit for the year attributable to equity holders of the Company by the weighted average
number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average
number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued
on conversion of all the dilutive potential ordinary shares into ordinary shares.
6. Dividends
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved prior
to the reporting date.
The following dividends were declared and paid by the Company during the year:
Dividends on ordinary shares declared and paid:
Final dividend in respect of previous reporting period
(FY21: 3.85 cents per share, FY20: 1.60 cents per share)
– Paid in cash
– Paid via DRP
Interim dividend for the current reporting period
(FY22: 4.75 cents per share, FY21: 2.70 cents per share)
– Paid in cash
– Paid via DRP
Franking credit balance
2022
$M
2021
$M
11.8
0.7
14.7
0.8
28.0
5.0
0.2
8.2
0.6
14.0
Franking amount balance as at the end of the financial year
48.6
36.3
Final dividend on ordinary shares
Final dividend for FY22: 6.40 cents per share (FY21: 3.85 cents per share)
20.9
12.5
After the reporting date, a dividend of 6.40 cents per share was declared by the Board of Directors. The dividend has not been
recognized as a liability and will be franked at 100%.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 1 1
7.
Intangible assets
Computer
software
$M
Development
costs (WIP)
$M
External
software
licenses
$M
Goodwill
$M
Intellectual
property
$M
Customer
relationships
$M
Trade
names
$M
Patents
and
other in-
tangibles
$M
Total
$M
At 30 June 2020
Cost
217.1
19.1
6.6
653.0
41.6
24.1
15.2
0.4
977.0
Cost
296.1
16.8
7.8
632.1
41.0
23.3
14.8
1.2
1,033.1
Accumulated
amortization and
impairment
Net book value
At 1 July 2020
Additions
Transfers/
reclassifications
Acquisition via
business combination
Amortization
Exchange differences
Net book value
at 30 June 2021
At 30 June 2021
Accumulated
amortization and
impairment
Net book value
At 1 July 2021
Additions
Transfers/
reclassifications
Acquisition via
business combination
Amortization
Exchange differences
Net book value
at 30 June 2022
At 30 June 2022
(0.1)
(24.2)
(52.6)
164.5
164.5
–
–
19.1
19.1
77.6 1
(3.0)
3.6
3.6
1.9
652.9
652.9
–
79.9
(79.9)
(0.7)
0.7
–
(26.5)
(0.8)
–
–
–
–
(1.2)
–
1.8
–
(23.4)
17.4
17.4
–
–
0.1
(5.6)
(0.4)
(9.1)
14.9
(3.0)
12.2
(0.1)
(92.0)
0.3
885.0
14.9
12.2
–
–
–
(2.3)
(0.6)
–
–
0.1
(1.5)
(0.4)
0.4
0.8
–
–
(0.1)
–
885.0
80.3
–
2.0
(37.2)
(25.6)
217.1
16.8
3.6
632.0
11.5
12.0
10.4
1.1
904.5
(79.0)
217.1
217.1
–
74.6
–
(33.5)
0.8
–
16.8
16.8
82.2 1
(74.6)
–
–
–
(4.2)
3.6
3.6
0.6
–
–
(1.4)
–
(0.1)
(29.5)
632.0
632.0
–
–
6.1
–
8.0
11.5
11.5
0.9
–
0.3
(4.0)
–
(11.3)
12.0
(4.4)
10.4
(0.1)
(128.6)
1.1
904.5
12.0
10.4
–
–
0.1
(2.3)
0.4
–
–
0.2
(1.6)
(0.1)
1.1
0.2
904.5
84.0
–
–
–
6.8
(0.1)
(43.0)
–
1.1
9.0
961.2
258.9
24.5
2.8
646.2
8.6
10.1
9.0
Cost
371.6
24.5
8.2
646.2
41.8
24.0
14.9
1.4
1,132.6
Accumulated
amortization and
impairment
Net book value
(112.6)
258.9
–
24.5
(5.4)
2.8
(0.1)
(33.2)
646.2
8.6
(13.9)
10.1
(6.0)
9.0
(0.3)
(171.4)
1.1
961.2
1 For FY22, Development costs (WIP) includes $1.9m (FY21: $2.4m) of depreciation charges on right-of-use (“ROU”) assets and $0.3m
(FY21: $0.3m) of interest costs.
Notes to the financial statementsfor the year ended 30 June 2022 1 1 2
7.
Intangible assets (continued)
Intangible assets
Useful life
Amortization method Recognition and measurement
Computer
software
5 to 10 years
Straight-line
Development
costs (WIP)
Not applicable
Not amortized
Computer software comprises the historical cost of development
activities for products transferred from development costs (WIP)
when project/products are considered ready for intended use
and the historical cost of acquired software. Computer software
is carried at historical cost less accumulated amortization and
impairment losses.
Development costs are costs incurred on internal software
development projects. Development costs are only capitalized
when they relate to the creation of an asset that can be used
or sold to generate benefits and can be reliably measured.
External software
licenses
1 to 10 years
Straight-line
External software licenses are carried at historical cost or fair
value at the date of acquisition less accumulated amortization
and impairment losses.
Goodwill
Indefinite
Not amortized
Intellectual
property
Customer
relationships
Up to 10 years
Straight-line
10 years
Straight-line
Trade names
Up to 15 years
Straight-line
Goodwill acquired in a business combination is measured
at cost and subsequently at cost less any impairment losses.
The cost represents the excess of the cost of a business
combination over the fair value of the identifiable assets
and liabilities acquired.
Intellectual property assets are carried at their fair value
at the date of acquisition less accumulated amortization
and impairment losses.
Customer relationships are carried at their fair value at the
date of acquisition less accumulated amortization and
impairment losses.
Trade names are carried at their fair value at the date
of acquisition less accumulated amortization and
impairment losses.
Patents and other
intangibles
10 years
Straight-line
Patents and other intangibles are carried at historical cost
less accumulated amortization and impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which
it relates. All other expenditure, including expenditure on internally generated goodwill, is recognized in profit or loss as incurred.
Key accounting estimates and judgments – Recoverability of other finite life
intangible assets
Other intangible assets with finite life are reviewed at each reporting period to determine whether there is any indication of impairment.
If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any).
The recoverable amount is the higher of fair value less costs of disposal and value in use.
If an impairment occurs, a loss is recognized in profit or loss for the amount by which an asset’s carrying amount exceeds its
recoverable amount. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash generating unit (“CGU”) to which the asset belongs.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 1 3
7.
Intangible assets (continued)
Key accounting estimates and judgments – Measurement of other finite life
intangible assets
Management has made judgments in respect of intangible assets when assessing whether an internal project in the development
phase meets the criteria to be capitalized, and on measuring the costs and economic life attributed to such projects. On acquisition,
specific intangible assets are identified and amortized over their estimated useful lives. The capitalization of these assets and the
related amortization charges are based on judgments about their value and economic life.
Management also makes judgments and assumptions when assessing the economic life of intangible assets and the pattern of
consumption of the economic benefits embodied in the assets. Amortization methods, useful lives and residual values are reviewed
at each reporting date and adjusted if appropriate. The economic lives for internal projects, which includes internal use software
and internally generated software, and acquired intangibles are between five and 10 years.
Impairment testing of goodwill
The carrying amount of goodwill is tested for impairment annually at 30 June and whenever there is an indicator that the asset may
be impaired. If an asset is deemed to be impaired, it is written down to its recoverable amount.
For the purposes of impairment testing, goodwill is allocated to each of the CGUs, or group of CGUs, expected to benefit from the
synergies of the business combination. A CGU is the smallest identifiable group of assets that generate cash inflows that are largely
independent of the cash inflows from other assets or group of assets.
At 30 June 2022, the lowest level within the Group for which information about goodwill is monitored for internal management
purposes is the consolidated Group, which comprises a group of CGUs. All acquisitions are made with the intention of delivering
benefits of revenue growth and synergy to the Group. All CGUs are expected to benefit from synergies and sharing of expertise
from these acquisitions.
Key accounting estimates and judgments – Impairment testing of goodwill
Determining whether goodwill is impaired requires judgment to allocate goodwill to CGUs and judgment and assumptions to estimate
the fair value of a CGU or group of CGUs. The Group has determined that goodwill is tested at a single group of CGU level. The valuation
model (being a value-in-use model) which is used to estimate the recoverable amount of the group of CGUs, requires an estimate
of the future cash flows expected to arise from the group of CGUs and a suitable discount rate in order to calculate net present value.
Key assumptions in the Group’s discounted cash flow model as at 30 June 2022
A value-in-use discounted cash flow model has been used at 30 June 2022 to value the Group’s CGUs incorporating financial plans
approved by the Board for year ending 30 June 2023 and management projections for years ending 30 June 2024 to 30 June 2027.
These include projected revenues, gross margins and expenses and have been determined with reference to historical company
experience, industry data and management’s expectation for the future. Management has considered the impacts of COVID-19
on forecasted cash flows and long-term projects.
The following inputs and assumptions have been adopted:
Post-tax discount rate per annum
Pre-tax discount rate per annum
Terminal value growth rate
Sensitivity analysis
2022
9.6%
11.5%
2.5%
2021
9.3%
11.9%
2.5%
Management has performed sensitivity analysis and assessed reasonable changes for key assumptions and has not identified
any instances that could cause the carrying amount of the group of CGUs, over which goodwill is monitored, to exceed its
recoverable amount.
Notes to the financial statementsfor the year ended 30 June 2022 1 1 4
8. Property, plant and equipment
At 30 June 2020
Cost
Accumulated depreciation
Net book value
At 1 July 2020
Additions
Acquisition via business combination
Remeasurement of ROU assets
Depreciation
Exchange differences
Disposals
Net book value at 30 June 2021
At 30 June 2021
Cost
Accumulated depreciation
Net book value
At 1 July 2021
Additions
Acquisition via business combination
Remeasurement of ROU assets
Transfers
Depreciation
Exchange differences
Disposals
Net book value at 30 June 2022
At 30 June 2022
Cost
Accumulated depreciation
Net book value
Plant and
equipment
$M
Leasehold
improvements
$M
Right-of-use
assets
(“ROU”)
$M
58.1
(33.5)
24.5
24.5
15.8
–
–
(10.1)
(0.7)
(0.2)
29.4
70.9
(41.6)
29.4
29.4
25.5
–
–
0.1
(12.0)
0.4
(1.4)
41.9
92.3
(50.4)
41.9
8.1
(4.9)
3.2
3.2
1.5
–
–
(0.9)
(0.1)
(0.1)
3.6
9.3
(5.7)
3.6
3.6
1.3
–
–
(0.1)
(1.2)
–
–
3.6
10.5
(6.9)
3.6
52.8
(10.5)
42.3
42.3
0.9
0.1
0.2
(11.3)
(0.9)
–
31.2
51.1
(19.9)
31.2
31.2
1.8
0.3
6.8
–
(9.7)
(0.1)
–
30.3
55.4
(25.1)
30.3
Total
$M
118.9
(48.9)
70.0
70.0
18.1
0.1
0.2
(22.2)
(1.7)
(0.2)
64.1
131.3
(67.1)
64.1
64.1
28.6
0.3
6.8
–
(22.9)
0.3
(1.4)
75.8
158.2
(82.4)
75.8
Significant accounting policies
Refer to note 16 for the accounting policy for right-of-use assets.
Plant and equipment and leasehold improvements are carried at cost less any accumulated depreciation and impairment losses,
where applicable.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in the Consolidated statement of profit or loss.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are recognized as expenses in the Consolidated statement of profit or loss during the
financial period in which they are incurred.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 1 5
8. Property, plant and equipment (continued)
Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis calculated using the cost of the item less its
estimated residual values over its estimated useful life.
The assets’ depreciation methods, residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period. The annual depreciation rates used for each class of depreciable assets are:
Class of fixed asset
Depreciation rate
Plant and equipment
5%–50%;
Leasehold improvements
10%–20%; and
Right-of-use assets
Term of lease 1
1 Lease terms range between 1–10 years.
9. Cash and cash equivalents
Cash at bank and on hand
The effective interest rate on cash and cash equivalents was 0.35% per annum (2021: 0.54% per annum).
2022
$M
483.4
2021
$M
315.0
Significant accounting policies
Cash comprises cash on hand and on-demand deposits. Cash equivalents are short-term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
10. Trade receivables
Trade receivables
Provision for impairment of trade receivables
2022
$M
91.3
(3.3)
88.0
The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term nature
of the balances.
The movements in the provision for impairment of trade receivables during the year were as follows:
Opening balance
Impairment loss recognized
Amount written off
Closing balance
2022
$M
3.6
3.5
(3.8)
3.3
2021
$M
77.7
(3.6)
74.1
2021
$M
2.1
2.5
(1.0)
3.6
Notes to the financial statementsfor the year ended 30 June 2022 1 1 6
10. Trade receivables (continued)
Trade receivables that were considered recoverable as at 30 June 2022 were as follows:
Not past due
Past due 0–30 days
Past due 31–60 days
Past due more than 60 days
2022
$M
81.4
5.4
0.8
0.4
88.0
2021
$M
62.0
9.0
0.9
2.3
74.1
Significant accounting policies
Trade receivables include amounts due from customers for services performed in the ordinary course of business. Trade receivables
expected to be collected within 12 months of the end of the reporting period are classified as current assets. Other trade receivables
are classified as non-current assets.
Trade receivables are initially recognized at fair value. A specific provision for impairment of trade receivables is established when
there is objective evidence that the Group will not be able to collect all amounts due according to the original terms. An expected
credit loss provision is recognized in respect of all other receivables.
The Group does not hold any collateral as security over any trade receivable balances.
Key accounting estimate and judgments on trade receivables – Expected credit
losses (“ECL”)
The Group recognizes loss allowances for ECL on trade receivables.
When estimating ECL, the Group considers reasonable and supportable information that is relevant and available. This includes
qualitative and quantitative information and analysis, based on the Group’s historical experience and informed credit assessment.
The Group assumes that credit risk on an individual trade receivable has increased if it is more than 30 days past due. The Group
considers a trade receivable to be in default when the debtor is unlikely to pay its credit obligations to the Group in full, without
recourse by the Group to actions such as realizing security (if any is held).
Measurement of ECL
ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls
(i.e. the difference between the cash flows due to the entity in accordance with the customer contract and the cash flows that
the Group expects to receive). The impact of COVID-19 was considered in both periods based on information available at that time.
Presentation of allowance for ECL in the Consolidated statement of financial position
Loss allowances for trade receivables are deducted from the gross carrying amount of trade receivables.
Write-off
The gross carrying amount of a trade receivable is written off when the Group has no reasonable expectations of recovering the
balance in its entirety or a portion thereof. For customers, the Group individually makes an assessment with respect to the timing
and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery
from the amount written off. However, trade receivables that are written off could still be subject to enforcement activities in order
to comply with the Group’s procedures for recovery of amounts due.
Notes to the financial statementsfor the year ended 30 June 2022 11. Other assets
Current
Prepayments
Unbilled receivables
Deposits
Indirect tax receivables
Contract assets
Other
Non-current
Prepayments
Withholding taxes
Contract assets
Deposits
Other
Movements in unbilled receivables:
Opening balance
Accrued revenue recognized
Subsequently invoiced and transferred to trade receivables
Exchange differences
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 1 7
2022
$M
16.7
4.0
0.9
1.0
0.7
1.0
24.3
1.8
2.9
0.9
0.9
0.9
7.4
2022
$M
2.8
5.1
(4.0)
0.1
4.0
2021
$M
16.0
2.8
1.5
1.4
0.1
0.8
22.6
2.0
1.1
1.6
–
0.5
5.1
2021
$M
2.8
4.0
(4.0)
(0.1)
2.8
Significant accounting policies
Unbilled receivables represent the revenue recognized to date but not yet invoiced to customers due to the timing of the accounting
invoicing cycle.
Notes to the financial statementsfor the year ended 30 June 2022 1 1 8
12. Trade and other payables
Trade payables
Other payables and accrued expenses
2022
$M
44.8
30.7
75.5
2021
$M
34.0
25.3
59.3
All amounts are short term and the carrying values are considered to be a reasonable approximation of fair value.
Significant accounting policies
Trade and other payables represent the liabilities for goods and services received by the entity that remain unpaid at the end of the
reporting period.
13. Deferred revenue
Deferred revenue
2022
$M
12.5
12.5
2021
$M
25.8
25.8
Deferred revenue reflects the value of advance payments made by customers who have been invoiced for services that will be
provided in the future.
Movements in deferred revenue:
Opening balance
Acquisition via business combination
Revenue recognized in current year
Advanced payments received
Exchange differences
2022
$M
25.8
0.5
(42.5)
28.7
–
12.5
2021
$M
22.7
–
(34.0)
37.2
(0.1)
25.8
The Group does not disclose further qualitative information related to remaining performance obligations, as they are either part
of a contract that has an original expected duration of one year or less; or the associated revenue is recognized in the amount
to which the Group has a right to invoice.
Notes to the financial statementsfor the year ended 30 June 2022 14. Other liabilities
Current
Customer deposits 1
Contingent consideration 2
Deferred consideration 3
Indirect taxes payable 4
Customer payables
Other current liabilities
Non-current
Contingent consideration 2
Other non-current liabilities
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 1 9
2022
$M
39.0
9.5
1.8
12.6
0.8
3.0
66.7
21.7
1.3
23.0
89.6
2021
$M
30.9
21.4
–
7.9
0.6
1.9
62.8
15.0
1.0
16.0
78.8
1 Customer deposits represent amounts paid in advance by customers to prepay for services in exchange for price discounts.
2 See note 24 for accounting policy and measurement of contingent consideration.
3 Deferred consideration reflects the amount payable on acquisition which is time-based and not contingent on any performance conditions.
4
Included in indirect taxes payable is a provisional amount related to indirect tax liabilities in overseas jurisdictions, which is likely
to be finalized and settled in future periods.
15. Borrowings
Bank debt facilities
In July 2021, unsecured bilateral revolving bank debt facilities with a total commitment of $225m were executed with six banks.
These bilateral facilities have a four-year tenor maturing in July 2025. The covenant package, group guarantees and other common
terms and conditions in respect of these debt facilities are governed under a Common Terms Deed Poll. As at 30 June 2022,
$0.7m of these facilities was utilized for bank guarantees and no loan was drawn. Upon entry into the bilateral facility, the previous
syndicated facility of $190m was canceled.
Notes to the financial statementsfor the year ended 30 June 2022 1 2 0
16. Lease liabilities
Current
Lease liabilities
Non-current
Lease liabilities
2022
$M
9.5
9.5
24.0
24.0
33.6
2021
$M
9.8
9.8
25.2
25.2
35.0
Definition of a lease
(i)
The Group assesses whether a contract is, or contains, a lease based on the definition of a lease under AASB 16 Leases. A contract
is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange
for consideration.
(ii) As a lessee
The Group leases properties, motor vehicles and office equipment. As a lessee, prior to 1 July 2019, the Group previously classified
leases as operating or finance leases, based on its assessment of whether the lease transferred substantially all of the risks and
rewards of ownership. Under AASB 16, the Group recognizes right-of-use assets and lease liabilities for most leases.
However, the Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets (e.g. office
equipment) and leases with lease terms of less than 12 months. The Group recognizes the lease payments associated with these
leases as an expense on a straight-line basis over the lease term.
The Group presents right-of-use assets in “property, plant and equipment”.
The Group presents lease liabilities separately on the face of the Consolidated statement of financial position.
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset
or to restore the underlying asset or the site on which it is located, less any incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end
of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes
certain adjustments to reflect the terms of the lease and the type of asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
– Fixed payments, including in substance fixed payments;
– Variable lease payments that depend on an index variation, initially measured using the index or value as at the
commencement date;
– Amounts expected to be payable under a residual value guarantee; and
– The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional
renewal period of the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease
unless the Group is reasonably certain not to terminate early.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 2 1
16. Lease liabilities (continued)
(ii) As a lessee (continued)
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made.
It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate
of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether
a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the right-of-use asset carrying amount,
or is recorded in profit or loss if the right-of-use asset carrying amount has been reduced to $nil.
Key accounting estimates and judgments – Lease term
The Group has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal
options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which affects
the amount of lease liabilities and right-of-use assets recognized.
Impacts for the year
The movements in lease liability balances are described below:
Lease liabilities
Opening balance
Additions 1
Additions through business combinations
Payments
Unwinding interest on lease liabilities
Exchange differences
Closing balance
1 Additions to lease liabilities also includes remeasurement and modification of existing leases.
2022
$M
35.0
8.1
0.3
(11.0)
1.3
(0.1)
33.6
2021
$M
45.8
1.3
0.1
(12.8)
1.6
(1.0)
35.0
Notes to the financial statementsfor the year ended 30 June 2022 1 2 2
17. Share capital and reserves
Ordinary shares issued and fully paid
At 1 July 2020
Shares issued for acquisition of subsidiaries
Shares issued to employee share trust
Shares issued under DRP
Shares issued to Non-Executive Directors for fee sacrifice
Transaction costs (net of tax)
At 30 June 2021
At 1 July 2021
Shares issued for acquisition of subsidiaries
Shares issued to employee share trust
Shares issued to Non-Executive Directors for fee sacrifice
Shares issued under DRP
Transaction costs (net of tax)
At 30 June 2022
Shares
(thousands)
323,280
505
1,100
27
2
–
$M
779.8
11.4
35.8
0.7
0.1
(0.1)
324,914
827.8
324,914
123
1,275
5
29
–
827.8
6.0
70.8
0.2
1.5
(0.1)
326,346
906.3
Ordinary shares participate in dividends and the proceeds on winding-up of the Company in proportion to the number of shares
held. At shareholders’ meetings, each ordinary share is entitled to one vote when a poll is called; otherwise, each shareholder has
one vote on a show of hands.
The Company does not have a par value in respect of its issued shares.
Nature and purpose of reserves
Treasury share reserve
(i)
The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the WiseTech Global Limited
Employee Share Trust. At 30 June 2022, the Trust held 2,689,073 shares of the Company (2021: 1,978,217 shares).
(ii) Acquisition reserve
The acquisition reserve comprises the cumulative consideration paid to acquire non-controlling interests in excess of the fair
value of the net assets when attaining control, in addition to the difference between the share price at the time of the agreement
to issue shares and the share price on the date of issue when the Company’s shares are issued under acquisition agreements.
(iii) Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow
hedging instruments.
(iv) Share-based payment reserve
The share-based payment reserve represents the value of unvested and unissued share rights as part of the share-based
payment scheme.
Foreign currency translation reserve
(v)
The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial
statements not in Australian dollar functional currency.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 2 3
17. Share capital and reserves (continued)
Capital management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term
shareholder value and ensure that the Group can fund its operations and continue as a going concern. The Group’s capital and debt
include ordinary share capital and financial liabilities, supported by financial assets.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting its capital structure
in response to changes in these risks and in the market. These responses include the management of debt levels, distributions
to shareholders and share issues.
Throughout FY22, the Group issued $6.0m in shares to pay for obligations under acquisition agreements. In addition, at 30 June 2022
the Group had an undrawn debt facility of $225.0m, to apply towards future strategic initiatives. The total equity of the Group
at 30 June 2022 was $1,315.2m (2021: $1,106.0m) and total cash and cash equivalents at 30 June 2022 were $483.4m (2021: $315.0m).
The total bank loans at 30 June 2022 were $nil (2021: $nil).
The Group is not subject to any externally imposed capital requirements.
18. Business combinations and acquisition
of non-controlling interests
Acquisitions in 2022
During the year ended 30 June 2022, the Group completed the following acquisitions:
Business acquired
Date of acquisition
Description of acquisition
Inobiz AB
Hazmatica 1
1 Asset acquisition.
1 October 2021
Messaging mapping solutions provider in Sweden
1 November 2021
US-based hazardous materials transportation software solutions provider
Neither of the acquisitions completed during the period is individually significant. Accordingly, key information on these acquisitions
has been presented on an aggregated basis as set out below.
Details of the fair value of identifiable assets acquired, liabilities assumed, and goodwill determined are set out in the following
tables. The identification and fair value measurement of the assets and liabilities acquired are provisional and amendments
may be made to these figures up to 12 months following the date of acquisition if new information is obtained about facts and
circumstances that existed at the acquisition date and, if known, would have affected the measurement of the amounts recognized
as of that date.
Cash and cash equivalents
Trade receivables
Current tax receivable
Intangible assets
Property, plant and equipment
Trade and other payables
Deferred revenue
Other current liabilities
Lease liabilities
Deferred tax liabilities
Fair value of net identifiable assets acquired
Total consideration paid and payable
Less: Fair value of net identifiable assets acquired
Goodwill
$M
1.1
0.4
0.1
0.6
0.3
(0.4)
(0.4)
(0.1)
(0.3)
(0.2)
1.1
7.2
(1.1)
6.1
Notes to the financial statementsfor the year ended 30 June 2022 1 2 4
18. Business combinations and acquisition
of non-controlling interests (continued)
Goodwill
The total goodwill arising on acquisition is $6.1m which relates predominantly to the key management, specialized know-how
of the workforce, employee relationships, competitive position and service offerings that do not meet the recognition criteria
as an intangible asset at the date of acquisition. The total amount of goodwill expected to be deducted for tax purposes is $1.7m.
Consideration
The upfront consideration was $4.7m (cash paid $4.4m and equity shares $0.2m), with further deferred consideration and
contingent consideration payable of $2.0m and $0.8m respectively. Contingent consideration is based on a number of milestones,
including the successful integration of the business acquired. At acquisition, the discounted fair value of deferred consideration
and contingent consideration were $1.9m and $0.7m respectively. The acquisitions included $1.1m of cash and cash equivalents
acquired. The Group incurred acquisition related costs of $0.2m (FY21: $0.2m) to external service providers in addition to internal
costs which are recorded within general and administration expenses.
Contribution of acquisitions to revenue and profits
These acquisitions contributed $1.8m to Group revenue and reduction to net profit of $0.2m from their respective dates of acquisition.
If the acquisitions had been acquired from 1 July 2021, the contribution to the Group revenue would have been $2.4m and a reduction
to net profit of $0.3m.
Acquisitions in 2021
On 2 November 2020, the Group acquired 100% of the shares and voting interests in Kabushiki Kaisha Exas (“EXA”). EXA is a leading
customs and freight forwarding solutions provider in Japan.
Details of the fair value of identifiable assets acquired, liabilities assumed, and goodwill determined are set out below. The identification
and fair value measurement of the assets and liabilities acquired are provisional and amendments may be made to these figures up to
12 months following the date of acquisition if new information is obtained about facts and circumstances that existed at the acquisition
date and, if known, would have affected the measurement of the amounts recognized as of that date.
Cash and cash equivalents
Trade receivables
Intangible assets
Property, plant and equipment
Trade and other payables
Other current liabilities
Lease liabilities
Fair value of net assets acquired
Total consideration paid and payable
Less: Fair value of net identifiable assets acquired
Goodwill
Goodwill
The total goodwill arising on acquisition is $1.8m which relates predominantly to the key management, specialized know-how
of the workforce, employee relationships, competitive position and service offerings that do not meet the recognition criteria
as an intangible asset at the date of acquisition.
$M
0.2
0.1
0.2
0.1
(0.2)
(0.1)
(0.1)
0.2
2.0
(0.2)
1.8
Notes to the financial statementsfor the year ended 30 June 2022
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 2 5
18. Business combinations and acquisition
of non-controlling interests (continued)
Consideration
The upfront consideration was $1.4m payable in cash, with further contingent consideration payable of $0.7m. Contingent consideration
is based on a number of milestones, including the successful integration of acquired intellectual property. At acquisition, the discounted
fair value of these arrangements is $0.6m. The acquisition included $0.2m of cash and cash equivalents acquired.
The Group incurred acquisition related costs of $0.2m (FY20: $1.3m) to external service providers in addition to internal costs which
are recorded within general and administration expenses.
Contribution of acquisitions to revenue and profits
EXA contributed $0.4m to Group revenue and had no impact on net profit from the date of acquisition. If EXA had been acquired
from 1 July 2020, the contribution to the Group revenue would have been $0.6m and no impact on net profit.
Additional investment in Softship GmbH (formerly ‘Softship AG’)
During the year ended 30 June 2021, the Group made payments of $0.3m towards obligations under previously announced share
purchase agreements for the acquisition of Softship GmbH shares. This resulted in an increase in the acquisition reserve of $0.3m.
Significant accounting policy
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or
businesses under common control. Under the acquisition method, the business combination will be accounted for from the date
that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities)
assumed is recognized (subject to certain limited exemptions).
Consideration transferred, including any contingent consideration is required to be measured at fair value on the date
of acquisition, which takes into account the perspective of a ‘market participant’ and is a measurement of the amount that
the Group would have to pay to such a participant for them to assume the remaining obligations under the contracts to acquire
these businesses.
Contingent consideration obligations are classified as equity or liability in accordance with AASB 132 Financial Instruments:
Presentation. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as
equity, it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured
at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in
profit or loss. Where the accounting standards require that an obligation to be settled in shares is classified as a liability, changes
in measurement from the point of initial recognition through to when the milestone is achieved and the number of shares to be
granted is determined, are recognized in profit or loss. Subsequently, once the number of shares is fixed and determined, any
changes in the value of the shares to be granted between the milestone being achieved and the point of settlement, are recognized
in acquisition reserve within equity (see note 17).
The Group only has contingent consideration obligations classified as liabilities at the reporting date.
As a consequence, any changes in the fair value of contingent consideration that do not meet the requirements above, such
as a subsequent renegotiation and settlement of the obligation, does not result in any change to the measurement of goodwill.
Instead, changes to the fair value of contingent consideration classified as a liability are recognized in the profit or loss.
Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately.
Transaction costs are expensed as incurred except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are
generally recognized in the Consolidated statement of profit or loss.
Notes to the financial statementsfor the year ended 30 June 2022 1 2 6
19. Employee benefits
Wages and salaries
Share-based payment expense
Defined contribution superannuation expense
Total employee benefit expense (gross before capitalization)
Annual leave and long service leave
Current
Annual leave
Long service leave
Non-current
Long service leave
Total annual leave and long service leave
Significant accounting policies
2022
$M
236.3
30.9
19.0
286.2
2022
$M
18.8
4.4
23.3
4.9
4.9
28.2
2021
$M
232.7
22.0
18.3
273.0
2021
$M
17.0
3.7
20.7
2.1
2.1
22.8
Short-term employee benefits
Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly within 12 months
after the end of the annual reporting period in which the employees render the related service, including wages, salaries and
sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation
is settled.
The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognized as a part of current
trade and other payables in the Consolidated statement of financial position. The Group’s obligations for employees’ annual leave
and long service leave entitlements are recognized as employee benefits in the Consolidated statement of financial position.
Long-term employee benefits
Provision is made for employees’ long service leave and not expected to be settled wholly within 12 months after the end of the
annual reporting period in which the employees render the related service. Long-term employee benefits are measured at the
present value of the expected future payments to be made to employees.
Expected future payments incorporate anticipated future wage and salary levels, duration of service and employee departures and
are discounted at rates determined by reference to market yields at the end of the reporting period on corporate bonds that have
maturity dates that approximate the terms of the obligations. Any remeasurements for changes in assumptions of obligations for
long-term employee benefits are recognized in profit or loss in the periods in which the changes occur.
The Group’s obligations for long-term employee benefits are presented as non-current employee benefits in its Consolidated
statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least
12 months after the end of the reporting period, in which case the obligations are presented as current employee benefits.
Defined contribution superannuation benefits
All obligations for contributions in respect of employees’ defined contribution superannuation benefits are recognized as an expense
as the related service is provided.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 2 7
19. Employee benefits (continued)
Share-based payment transactions
The Company has a number of share-based payment arrangements that were granted to employees during FY22. These related
to shares or share rights granted as part of employee remuneration packages (base remuneration and performance incentives)
and arrangements following completion of business acquisitions. The awards were granted on various dates in FY22, based
on a specified monetary value to each recipient and a share price at the time the offer is determined. The fair value of these
arrangements was deemed to be the function of the number of share rights granted and the share price at grant date. Share rights
granted may vest in predetermined tranches. Share rights were also granted as part of the employee Invest As You Earn program
which operated during the year. Vesting is dependent on continued employment with the Group. The fair value of the grant
is recognized in profit or loss to match to each employee’s service period until vesting. Generally, upon cessation of employment
unvested rights are forfeited. The cost recognized in prior periods in respect of forfeited rights is credited to the Consolidated
statement of profit or loss.
The total value of share-based payments was $30.9m for employees and $0.3m for Non-Executive Directors (2021: $22.0m
for employees and $0.1 for Non-Executive Directors), which was also recognized in the Consolidated statement of profit or
loss. Subsequently, $8.5m (2021: $5.8m) was capitalized as part of directly attributable development costs, which are required
to be recognized as internally developed intangibles (refer to note 7).
20. Key management personnel transactions
Key management personnel (“KMP”) compensation
The total remuneration of the KMP of the Company are as follows:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Total KMP compensation
2022
$000
3,621
198
248
1,810
5,877
2021
$000
3,306
163
192
1,369
5,030
Short-term employee benefits comprise salary, fringe benefits and cash bonuses awarded. Post-employment benefits consist of
superannuation contributions made during the year. Other long-term benefits comprise accruals for annual leave and long service
leave. Share-based payments represents the expensing over the vesting period at the fair value of share rights at grant date.
KMP transactions
A KMP, holds positions in other companies that result in them having control or significant influence over these companies. Some
of these companies transacted with the Group during the year. The terms and conditions of these transactions were no more
favorable than those available, or which might reasonably be expected to be available, in similar transactions with non-KMP related
companies on an arm’s length basis. The aggregate value of transactions and outstanding balances related to Richard White (CEO)
and entities over which he has control or significant influence were as follows:
Director
R White
R White
Transactions
Office leases 1
Office services agreement 2
Transaction values for year
ended 30 June
Balance outstanding
as at 30 June
2022
$000
847
–
2021
$000
2,860
(18)
2022
$000
–
–
2021
$000
–
–
The above transactions were made at normal market rates and were approved by the Board following review by the Related
Party Committee.
1 The Group leases an office owned by R White, in Chicago, USA which has a term ending September 2024 with an annual rent of US Dollars
0.6m. The Group leased an office owned by R White in Alexandria, Australia with a term ending April 2025 and annual rent of Australian
Dollars 2.5m. In May 2021, R White completed the sale of the Alexandria property to an unrelated party. Both leases were determined
in accordance with advice from independent property valuers.
2 The Group provided office accommodation and related services to a company controlled by R White. The service agreement was
terminated in FY21.
Notes to the financial statementsfor the year ended 30 June 2022 1 2 8
21. Auditor’s remuneration
Audit and assurance related services
KPMG Australia
Audit and review of the financial reports
Audit and assurance related services
KPMG and non-KPMG overseas
Audit of statutory financial reports KPMG overseas
Audit of statutory financial reports by non-KPMG firms
Total audit and assurance related services KPMG and non-KPMG overseas
Total audit and assurance related services
Other services
KPMG overseas and Non-KPMG
Other assurance, advisory and taxation services-KPMG overseas
Other assurance, advisory and taxation services - non-KPMG
Total other services KPMG overseas and non-KPMG
Total other services
Total auditor’s remuneration
2022
$000
2021
$000
984.0
984.0
959.0
959.0
672.1
114.8
786.8
1,770.8
762.8
79.2
842.0
1,801.0
23.8
12.0
35.8
35.8
7.7
11.7
19.4
19.4
1,806.6
1,820.4
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 2 9
22. Reconciliation of net cash flows from operating activities
Cash flow reconciliation
Reconciliation of net profit after tax to net cash flows from operating activities:
Profit after tax from continuing operations
Net Profit after tax
Adjustments to reconcile profit before tax to net cash flows from operating activities:
Share-based payment expense
Depreciation
Net gain on asset disposals
Capitalization of share-based payment expense and depreciation
Amortization
Doubtful debt expense
Net finance costs
Exchange differences
Change in assets and liabilities:
Increase in trade receivables
Increase in other current and non-current assets
Increase in trade and other payables
(Decrease)/increase in net current tax liabilities
Increase in net deferred tax liabilities
Increase in derivatives and other liabilities
(Decrease)/increase in deferred revenue
Increase in provisions
Net cash flows from operating activities
2022
$M
2021
$M
194.6
194.6
31.2
22.9
–
(10.5)
43.0
3.5
2.6
0.1
(17.4)
(14.9)
8.9
(6.8)
28.7
28.9
(13.6)
5.4
306.7
108.1
108.1
22.1
22.2
(0.2)
(8.2)
37.2
2.5
1.9
0.9
(18.1)
(7.6)
11.2
5.5
16.1
10.8
4.0
3.1
211.6
Notes to the financial statementsfor the year ended 30 June 2022 1 3 0
23. Segment information
The Group manages its operations as a single business operation and there are no separate parts of the Group that qualify
as operating segments under AASB 8 Operating Segments. The Board (Chief Operating Decision Maker or “CODM”) assesses the
financial performance of the Group on an integrated basis only and accordingly, the Group is managed on the basis of a single segment.
Information presented to the CODM on a monthly basis is categorized by type of revenue, recurring and non-recurring. This analysis
is presented below:
Continuing operations
Recurring On-Demand revenue
Recurring OTL maintenance revenue
OTL and support services
Total revenue
Segment EBITDA 1
Depreciation and amortization
Net finance costs
Profit before income tax
Income tax expense
Net profit after income tax
2022
$M
491.6
74.2
66.5
632.2
319.0
(64.0)
(2.6)
252.4
(57.7)
194.6
2021
$M
383.0
75.1
49.4
507.5
206.7
(56.8)
(1.9)
147.9
(39.9)
108.1
1 Earnings before interest, tax, depreciation and amortization.
In general, a large amount of revenue is generated by customers that are global, from transactions that cross multiple countries and
where the source of revenue can be unrelated to the location of the users using the software. Accordingly, the Group is managed
as a single segment. The amounts for revenue by region in the following table are based on the invoicing location of the customer.
Customers can change their invoicing location periodically. The CODM does not review or assess financial performance on
a geographical basis.
There were no customers contributing more than 10% of revenue during the current and comparative period.
Geographic information
Revenue generated by location of customer (invoicing location):
Americas
Asia Pacific
Europe, Middle East and Africa (“EMEA”)
Total revenue
Non-current assets by geographic location:
Americas
Asia Pacific
EMEA
Total non-current assets
2022
$M
175.6
199.9
256.7
632.2
2022
$M
264.7
519.1
270.6
1,054.4
2021
$M
144.2
154.5
208.8
507.5
2021
$M
237.7
469.1
278.4
985.2
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 3 1
24. Financial instruments
(i) Recognition and initial measurement
Trade receivables are initially recognized when customers are invoiced. All other financial assets and financial liabilities are initially
recognized when the Group becomes a party to the contractual obligations.
A financial asset (unless it is a trade receivable) or financial liability is initially measured at fair value plus transaction costs that are
directly attributable to its acquisition. Trade receivables are initially measured at the transaction price.
(ii) Derecognition
Financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from a financial asset expire, or it transfers
the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership
of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards
of ownership and it does not retain control of the financial asset.
Financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or canceled, or expire. The Group also
derecognizes a financial liability when its terms are modified and the cash flows of the modified financial liability are substantially
different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
(iii) Offsetting
Financial assets and financial liabilities are offset with the net amount presented in the Consolidated statement of financial position
when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them
on a net basis or to realize the asset and settle the liability simultaneously.
(iv) Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments to hedge some of its foreign currency risk exposures.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes
therein are generally recognized in profit or loss.
The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly
probable forecasted transactions arising from changes in foreign exchange rates.
At inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking
the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including
whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative
is recognized in other comprehensive income (“OCI”) and accumulated in the cash flow hedge reserve. The effective portion
of changes in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged
item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the
derivative is recognized immediately in profit or loss.
The Group has designated foreign exchange forward contracts and foreign exchange collars as hedging instruments in cash flow
hedge relationships with highly probable forecasted foreign exchange sales. The change in fair value of the foreign exchange
instruments is recognized in a hedging reserve within equity.
When the hedged forecast transaction subsequently results in the recognition of a non-financial item, the amount accumulated
in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when
it is recognized.
For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reserve
is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit
or loss.
Notes to the financial statementsfor the year ended 30 June 2022 1 3 2
24. Financial instruments (continued)
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised,
then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount
that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition
of a non-financial item, it is included in the non-financial item’s cost on its initial recognition or, for other cash flow hedges,
it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging
reserve and the hedging reserve are immediately reclassified to profit or loss.
(v) Credit-impaired trade receivables
At each reporting date, the Group assesses whether trade receivables are credit-impaired. A trade receivable is credit-impaired
when one or more events that have a detrimental impact on the estimated future cash flows have occurred.
Evidence that a trade receivable is credit-impaired includes the following observable data:
– Significant financial difficulty of the debtor;
– A breach of contract such as a default; or
– It is probable that the debtor will enter bankruptcy or other financial reorganization.
(vi) Measurement of fair values
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced)
transaction between independent, knowledgeable and willing market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair
value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair
value of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques.
These valuation techniques maximize, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with
the greatest volume and level of activity for the asset of liability), or, in the absence of such a market, the most advantageous market
available to the entity at reporting date (i.e. the market that maximizes the receipts from the sale of the asset or minimizes the
payment made to transfer the liability, after taking into account transaction costs).
For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its
highest and best use or to sell it to another market participant that would use the asset in its highest and best use.
The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements)
may be valued, where there is no observable market price in relation to the transfer of such financial instrument, by reference
to observable market information where such instruments are held as assets. Where this information is not available, other valuation
techniques are adopted and where significant, are detailed in the respective note to the financial statements.
Fair value hierarchy
Significant valuation issues are reported to the Audit & Risk Committee.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are
categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
– Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and
– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy,
then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input
that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change
has occurred.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 3 3
24. Financial instruments (continued)
The following tables detail the Group’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy
as detailed above, based on the lowest level of input that is significant to the entire fair value measurement.
Group – 2022
Assets
Forward foreign exchange contracts
Foreign exchange collars
Total assets
Liabilities
Forward foreign exchange contracts
Foreign exchange collars
Deferred consideration
Contingent consideration
Total liabilities
Group – 2021
Assets
Forward foreign exchange contracts
Foreign exchange collars
Total assets
Liabilities
Forward foreign exchange contracts
Foreign exchange collars
Contingent consideration
Total liabilities
Level 1
$M
Level 2
$M
Level 3
$M
Total
$M
–
–
–
–
–
–
–
–
1.3
0.9
2.2
5.9
9.9
1.8
–
17.6
–
–
–
–
–
–
31.2
31.2
Level 1
$M
Level 2
$M
Level 3
$M
–
–
–
–
–
–
–
2.9
0.4
3.3
4.0
2.3
–
6.3
–
–
–
–
–
36.5
36.5
1.3
0.9
2.2
5.9
9.9
1.8
31.2
48.8
Total
$M
2.9
0.4
3.3
4.0
2.3
36.5
42.8
Hedging instruments
The Group has recognized net liabilities measured at fair value in relation to derivative financial instruments (i.e. forward foreign
exchange contracts and options - cash flow hedges). The derivative financial instruments are designated as financial assets and
liabilities and deemed to be a Level 2 measurement of fair value. Changes in the fair value of derivative financial instruments are
recognized in ‘other comprehensive income’.
Opening balance (pre-tax)
New contracts entered during the year
Contracts settled or closed during the year
Revaluation
Closing balance (pre-tax)
2022
$M
(3.0)
(10.7)
2.1
(2.1)
(13.7)
2021
$M
4.6
(3.4)
(4.3)
0.1
(3.0)
Deferred consideration
The Group has recognized liabilities measured at fair value in relation to deferred consideration arising out of acquisitions made
by the Group. The deferred consideration is designated as a financial liability and deemed to be a Level 2 measurement of fair
value. As part of the assessment at each reporting date, the Group has considered a range of reasonably possible changes for key
assumptions and has not identified instances that could cause the fair value of deferred consideration to change significantly.
Notes to the financial statementsfor the year ended 30 June 2022 1 3 4
24. Financial instruments (continued)
Contingent consideration
The Group has recognized liabilities measured at fair value in relation to contingent consideration arising out of acquisitions made
by the Group. The contingent consideration is designated as a financial liability and deemed to be a Level 3 measurement of fair
value. It has been discounted accordingly based on estimated time to complete a number of milestones. As part of the assessment
at each reporting date, the Group has considered a range of reasonably possible changes for key assumptions and has not identified
instances that could cause the fair value of contingent consideration to change significantly. Changes in the fair value of contingent
consideration after the acquisition date are recognized in profit or loss, unless the changes are measurement period adjustments.
A reconciliation of the movements in recurring fair value measurements allocated to Level 3 and the end of the measurement period
of the hierarchy is provided below.
Opening balance
Change in fair value estimate 1
Equity payments
Cash payments
Additions
Unwinding interest 1
Foreign exchange differences 1
Closing balance
2022
$M
36.5
(0.1)
(5.7)
(0.1)
0.7
(0.1)
–
31.2
2021
$M
54.2
(2.2)
(11.4)
(4.2)
0.6
1.3
(1.8)
36.5
1 The effect on profit or loss is due to unwinding of earnout interest on acquisitions, change in fair value estimate and a portion of foreign
exchange, as indicated in the above reconciliation.
Key accounting estimates and judgments – contingent consideration
Contingent consideration is measured at fair value, which requires management to estimate the amount likely to be paid in the
future and the timing of the payment, to assess the present value using appropriate discount rates. The determination of fair value
involves judgment about the probability of an acquired business achieving certain performance milestones, which include both
financial and non-financial results.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 3 5
24. Financial instruments (continued)
Financial risk management objectives and policies
The Group has exposure to the following risks arising from financial instruments:
– Credit risk;
– Liquidity risk; and
– Market risk.
Risk management framework
(a)
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The Board is responsible for developing and monitoring the Group’s risk management policies. The Board has delegated day-to-day
responsibility for implementation of the risk management framework to the risk committee. The risk committee is a management
committee comprising senior executives and is chaired by the CEO. The aim of the risk committee is to provide the Board with
assurance that the major business risks are being identified and consistently assessed and that plans are in place to address risk.
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards
and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their
roles and obligations.
The Board, in conjunction with the Board’s Audit & Risk Committee, oversees how management monitors compliance with the
Group’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation
to risks faced by the Group.
Detailed work of the internal audit and risk management function is executed by internal resources and also by external
service providers.
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations, and arises principally
from the Group’s receivables from customers.
The Group’s standard payment and delivery terms and conditions are that payment is generally due within 30 days on receipt
of any invoice and the preferred payment options are by direct debit from a bank account or credit card. No limits are used and
the Group’s receivables are carefully managed by the credit management team. This role includes establishing customer deposits
(refer to note 14).
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management
also considers the factors that may influence the credit risk of its customer base including the default risk of the industry and
country in which customers operate.
The maximum exposure to credit risk at balance date to recognized financial assets, is the carrying amount, net of any provision for
impairment of those assets, as disclosed in the Consolidated statement of financial position. These predominantly relate to trade
receivables. Refer to note 10 for further details.
Cash and cash equivalents
The Group held cash and cash equivalents of $483.4m at 30 June 2022 (2021: $315.0m).
Notes to the financial statementsfor the year ended 30 June 2022 1 3 6
24. Financial instruments (continued)
Financial risk management objectives and policies (continued)
(c)
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity risk by monitoring
net cash balances, actual and forecasted operating cash flows and unutilized debt facilities.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts of contractual cash
flows are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
2022
Financial liabilities
Contingent consideration 1
Deferred consideration
Lease liabilities
Trade payables
Other payables and accrued expenses
Other liabilities
Total
Contractual cash flow
Carrying
amount
$M
Total
$M
Less than
1 year
$M
1–5 years
$M
6.7
1.8
33.6
44.8
30.7
58.3
175.9
(7.5)
(1.8)
(36.7)
(44.8)
(30.7)
(58.3)
(179.8)
(1.2)
(1.8)
(10.6)
(44.8)
(30.7)
(57.0)
(146.1)
(6.3)
–
(26.1)
–
–
(1.3)
(33.7)
1 The total carrying value of contingent consideration is $31.2m, which includes $24.5m to be settled for an equivalent value of shares once
milestones are achieved and become payable and $6.7m in the table above, which will be cash settled.
2021
Financial liabilities
Contingent consideration 2
Lease liabilities
Trade payables
Other payables and accrued expenses
Other liabilities
Total
Carrying
amount
$M
8.2
35.0
34.0
25.3
42.3
144.8
Contractual cash flow
Less than
1 year
$M
1–5 years
$M
(5.9)
(11.0)
(34.0)
(25.3)
(41.3)
(117.6)
(2.7)
(27.7)
-
-
(1.0)
(31.3)
Total
$M
(8.6)
(38.7)
(34.0)
(25.3)
(42.3)
(148.9)
2 The total carrying value of contingent consideration is $36.5m, which includes $28.3m to be settled for an equivalent value of shares
once milestones are achieved and become payable and $8.2m in the table above, which will be cash settled.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 3 7
24. Financial instruments (continued)
Financial risk management objectives and policies (continued)
Bank debt facilities
Refer to note 15 Borrowings for further details.
Finance costs are broken down as follows:
Unwinding interest on contingent consideration
Re-assessment of interest unwind on contingent consideration
Unwinding interest on lease liabilities
Lease liability interest capitalized to intangible assets
Interest expense and facility fees
Loss on net monetary position due to hyperinflationary economy
Other
Total finance costs
2022
$M
2021
$M
1.0
(1.0)
1.3
(0.3)
1.5
0.8
0.7
4.1
1.3
–
1.6
(0.3)
1.6
0.1
1.2
5.5
(d) Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will adversely
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters, while optimizing the return.
Currency risk
Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rates. The source and nature of this risk arise from operations and translation risks.
The Company’s reporting currency is Australian dollars. However, international operations give rise to an exposure to changes
in foreign exchange rates as the majority of revenue from outside Australia is denominated in currencies other than Australian
dollars, most significantly US dollars (“USD”) and euros (“EUR”).
The Group has exposures surrounding foreign currencies due to non-functional currency transactions within operations
in overseas jurisdictions.
The Group has hedged approximately 52% of its estimated foreign currency exposure in respect of forecasted sales over the
following 12 months. The Group uses forward exchange contracts and foreign currency collars to hedge its currency risk. These
instruments are generally designated as cash flow hedges.
The Group’s policy is for the critical terms of the foreign exchange instruments to align with the hedged item.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the
currency, amount and timing of their respective cash flows. The Group assesses whether the derivative designated in each hedging
relationship is expected to be and has been effective in offsetting changes in cash flows of the hedged item using the hypothetical
derivative method.
In these hedged relationships, the main sources of the ineffectiveness are the effect of the counterparties and the Group’s own
credit risk on the fair value of the foreign exchange instruments, which is not reflected in the change in the fair value of the hedged
cash flows attributable to the change in exchange rates; and changes in the timing of the hedged transactions.
Notes to the financial statementsfor the year ended 30 June 2022 1 3 8
24. Financial instruments (continued)
Financial risk management objectives and policies (continued)
Details of total outstanding cash flow hedges as at 30 June 2022:
Forward foreign exchange contracts
Average
exchange
rates
Contract
value LC 1
(Millions)
Asset
AUD
(Millions)
Liability
AUD
(Millions)
EUR
Up to 1 year
1–5 years
Total
USD
Up to 1 year
1–5 years
Total
0.6300
0.6326
0.7201
0.7069
25.6
7.3
32.8
76.1
30.1
106.2
1.2
0.1
1.3
–
–
–
–
–
–
(4.7)
(1.2)
(5.9)
Foreign exchange collars
Average put
rates
Average call
rates
Contract
value LC 1
(Millions)
Asset
AUD
(Millions)
Liability
AUD
(Millions)
EUR
Up to 1 year
1–5 years
Total
USD
Up to 1 year
1–5 years
Total
0.5853
0.5860
0.6346
0.6350
0.7049
0.7240
0.7481
0.7618
6.3
12.4
18.7
55.0
70.8
125.8
0.4
0.5
0.9
–
–
–
–
–
–
(3.0)
(6.9)
(9.9)
Details of total outstanding cash flow hedges as at 30 June 2021:
Forward foreign exchange contracts
Average call
rates
Contract
value LC 1
(Millions)
Asset
AUD
(Millions)
Liability
AUD
(Millions)
EUR
Up to 1 year
1–5 years
Total
USD
Up to 1 year
1–5 years
Total
1 LC - Local currency.
0.6199
0.6261
0.7538
0.7660
22.9
25.1
48.0
111.7
58.0
169.7
0.7
0.2
1.0
1.7
0.2
1.9
(0.2)
(0.4)
(0.5)
(1.9)
(1.5)
(3.4)
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 3 9
24. Financial instruments (continued)
Financial risk management objectives and policies (continued)
Foreign exchange collars
Average put
rates
Average call
rates
Contract
value LC 1
(Millions)
Asset
AUD
(Millions)
Liability
AUD
(Millions)
EUR
Up to 1 year
Total
USD
Up to 1 year
1–5 years
Total
1 LC - Local currency.
0.6000
0.6315
0.7125
0.7665
0.7480
0.7845
4.2
4.2
18.2
64.8
83.0
0.1
0.1
0.4
–
0.4
–
–
–
(2.3)
(2.3)
Variance analysis – FY22
A reasonably possible strengthening (weakening) of the USD or EUR weighted average exchange rate against AUD at 30 June 2022,
with all other variables held constant would have affected the measurement of financial instruments denominated in a foreign
currency and affected equity by the amounts shown below. This analysis assumes hedge designations as at 30 June 2022 remain
unchanged and that all designations are effective.
Forward foreign
exchange contracts
Average
exchange
rate
+10%
-10%
Effect on equity
(pre-tax)
Profit
(pre-tax)
Change
(+10%)
AUD
(Millions)
Change
(-10%)
AUD
(Millions)
Change
(+10%)
AUD
(Millions)
Change
(-10%)
AUD
(Millions)
AUD/EUR
AUD/USD
0.6305
0.7163
0.6936
0.7879
0.5675
0.6447
0.1
0.5
(0.1)
(0.7)
–
–
–
–
Variance analysis – FY21
A reasonably possible strengthening (weakening) of the USD or EUR weighted average exchange rate against AUD at 30 June 2021
would have affected the measurement of financial instruments denominated in a foreign currency and affected equity by the
amounts shown below. This analysis assumes hedge designations as at 30 June 2021 remain unchanged and that all designations
are effective.
Forward foreign
exchange contracts
Average
exchange
rate
+10%
-10%
Change (+10%)
AUD (Millions)
Change (-10%)
AUD (Millions)
Change (+10%)
AUD (Millions)
Change (-10%)
AUD (Millions)
AUD/EUR
AUD/USD
0.6231
0.7579
0.6854
0.8337
0.5608
0.6821
–
0.2
–
(0.2)
–
–
–
–
Effect on equity
(pre-tax)
Profit
(pre-tax)
Notes to the financial statementsfor the year ended 30 June 2022 1 4 0
24. Financial instruments (continued)
Financial risk management objectives and policies (continued)
A reasonably possible strengthening (weakening) of the USD or EUR against all other currencies at 30 June 2022 would have
affected the measurement of financial instruments denominated in a foreign currency and affected profit or loss and equity by the
amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any
impact of forecast sales and purchases.
Profit or loss (pre-tax)
Equity
30 June 2022
LC
(Millions)
Change (+10%)
LC
(Millions)
Change (-10%)
LC
(Millions)
Change (+10%)
LC
(Millions)
Change (-10%)
LC
(Millions)
USD
Net trade receivables/(payables) exposure
EUR
Net trade receivables/(payables) exposure
18.3
3.8
(1.7)
(0.3)
2.0
0.4
–
–
–
–
USD
Net trade receivables/(payables) exposure
EUR
Net trade receivables/(payables) exposure
1 LC - Local currency.
Profit or loss (pre-tax)
Equity
30 June 2021
LC
(Millions)
Change (+10%)
LC
(Millions)
Change (-10%)
LC
(Millions)
Change (+10%)
LC
(Millions)
Change (-10%)
LC
(Millions)
12.5
2.3
(1.1)
(0.2)
1.4
0.3
–
–
–
–
Interest rate risk and cash flow sensitivity
At 30 June 2022, the Group held no interest bearing financial liabilities (i.e. bank loans) (2021: nil) and held interest bearing financial
assets (i.e. cash and short-term deposits) of $483.4m (2021: $315.0m).
Based on the cash balance at 30 June, a reasonably possible change of 100 basis points in interest rates at the reporting date would
increase the profit or loss after tax by $3.4m (2021: increase by $2.2m). This analysis assumes that all other variables, in particular
foreign currency exchange rates, remain constant.
25. Group information
Parent entity
WiseTech Global Limited
Subsidiaries
Candent Australia Pty Ltd
Cargo Community Network Pty Ltd 1
CMS Transport Systems Pty Ltd
Compdata Technology Services Pty Ltd 1
Container Chain Pty Ltd
Containerchain Australia Holdings Pty Ltd
Containerchain Australia Pty Ltd
Containerchain Unit Trust
1 Entity de-registered, merged or amalgamated in 2022.
Country of
incorporation
Australia
Country of
incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
% Equity interest
2022
100.0
–
100.0
–
100.0
100.0
100.0
100.0
2021
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 4 1
25. Group information (continued)
% Equity interest
Subsidiaries
IFS Global Holdings Pty Ltd
Interactive Freight Systems Pty Ltd
Maximas Pty Ltd
Microlistics Pty Ltd
Tankstream Systems Pty Ltd 1
Translogix (Australia) Pty Ltd
WiseTech Academy Pty Ltd
WiseTech Global (Australia) Pty Ltd
WiseTech Global (Europe) Holdings Pty Ltd
WiseTech Global (Financing) Pty Ltd
WiseTech Global (Holdings 2) Pty Ltd
WiseTech Global (Licensing) Pty Ltd
WiseTech Global (Trading) Pty Ltd
WiseTech Global Holdings Pty Ltd
WiseTech Global Limited Employee Share Trust
WiseTech Global (Argentina) S.A.
Intris N.V.
CargoWise Brasil Solucoes em Sistemas Ltda
WiseTech Global (CA) Ltd
Softcargo Chile SpA
WiseTech Global (China) Information Technology Ltd
Pierbridge Finland Oy 1
EasyLog SAS
CargoWise GmbH
Containerchain Germany GmbH
Softship GmbH (formerly Softship AG)
znet group GmbH
Containerchain Hong Kong Ltd
WiseTech Global (HK) Ltd
WiseTech Global (India) Private Limited
ABM Data Systems Ltd
Cargo Community Systems Ltd
CargoWise (Ireland) Ltd
A.C.O. Informatica S.r.l.
EXA-System Co., Ltd
WiseTech Global (Japan) K.K.
Containerchain (Malaysia) Sdn Bhd
Maxfame Technologies Sdn Bhd
Cargoguide International B.V.
Containerchain Netherlands B.V.
LSP Solutions B.V.
Containerchain New Zealand Ltd
1 Entity de-registered, merged or amalgamated in 2022.
Country of
incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Argentina
Belgium
Brazil
Canada
Chile
China
Finland
France
Germany
Germany
Germany
Germany
Hong Kong
Hong Kong
India
Ireland
Ireland
Ireland
Italy
Japan
Japan
Malaysia
Malaysia
Netherlands
Netherlands
Netherlands
New Zealand
2022
100.0
100.0
100.0
100.0
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
2021
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Notes to the financial statementsfor the year ended 30 June 2022 1 4 2
25. Group information (continued)
% Equity interest
Subsidiaries
WiseTech Global (NZ) Ltd
Systema AS
Softship Inc.
Candent Singapore Pte Ltd
Containerchain (Singapore) Pte Ltd
Containerchain Global Holdings Pte Ltd
Softship Dataprocessing Pte Ltd
WiseTech Global (SG) Pte Ltd
Compu-Clearing (Pty) Ltd
Compu-Clearing Drome Road Property (Pty) Ltd
Compu-Clearing Outsourcing (Pty) Ltd
Core Freight Systems (Pty) Ltd
Drome Road Share Block (Pty) Ltd
Wisetechglobal (Pty) Ltd
ReadyKorea Co Ltd
WiseTech Global LLC
Taric Canarias, S.A.U.
Taric Trans, S.L.U.
Taric, S.A.U.
CargoIT i Skandinavien AB
Inobiz AB
X Ware Aktiebolag
Sisa Studio Informatica SA
WiseTech Global (Taiwan) Ltd
Containerchain (Thailand) Co Ltd
Country of
incorporation
New Zealand
Norway
Philippines
Singapore
Singapore
Singapore
Singapore
Singapore
South Africa
South Africa
South Africa
South Africa
South Africa
South Africa
South Korea
South Korea
Spain
Spain
Spain
Sweden
Sweden
Sweden
Switzerland
Taiwan
Thailand
Ulukom Bilgisayar Yazılım Donanım Danışmanlık ve Ticaret Limited Şirket
Turkey
WiseTech Global FZ-LLC
LSI – Sigma Software Limited
Pierbridge Limited
WiseTech Global (International) Ltd
WiseTech Global (UK) Ltd
Pierbridge Holdings Inc. 1
Pierbridge Inc. 1
Planet Traders Inc. 1
Softship America Inc. 1
WiseTech Global (US) Inc.
Eyalir S.A.
Ilun S.A.
1 Entity de-registered, merged or amalgamated in 2022.
UAE
UK
UK
UK
UK
USA
USA
USA
USA
USA
Uruguay
Uruguay
2022
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
–
–
–
100.0
100.0
100.0
2021
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
–
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 4 3
26. Deed of Cross Guarantee
Pursuant to the relief provided under ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, the ten wholly-owned
subsidiaries listed below are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgment of financial
reports, and Directors’ reports.
In order to receive the benefit of the relief provided under the Instrument, the Company and each subsidiary must be a party
to the Deed of Cross Guarantee. The effect of the Deed of Cross Guarantee is that each party guarantees to each creditor of each
other party, payment in full of any debt in the event of winding up of another party to the Deed of Cross Guarantee under certain
provisions of the Corporations Act 2001.
Details of entities entering and exiting the Deed of Cross Guarantee, which represent a ‘Closed Group’ for the purposes of the
Instrument are as follows:
Parent entity
WiseTech Global Limited
Subsidiary entities
Microlistics International Pty Ltd
Microlistics Pty Ltd
Translogix (Australia) Pty Ltd
WiseTech Academy Pty Ltd
WiseTech Global (Australia) Pty Ltd
WiseTech Global (Europe) Holdings Pty Ltd
WiseTech Global (Financing) Pty Ltd
WiseTech Global (Licensing) Pty Ltd
WiseTech Global Holdings Pty Ltd
WiseTech Global (Holdings 2) Pty Ltd
WiseTech Global (Trading) Pty Ltd
Assumption date
Revocation date
20 Jun 2017
–
15 Jun 2018
15 Jun 2018
6 Jun 2019
6 Jun 2019
20 Jun 2017
6 Jun 2019
6 Jun 2019
15 Jun 2018
5 May 2021
5 May 2021
20 Jun 2017
5 Dec 2020
–
–
–
–
–
–
–
–
–
–
The Consolidated statement of profit or loss and other comprehensive income and Consolidated statement of financial position
of the entities that are members of the Closed Group, after eliminating all transactions between members of the Closed Group,
are as follows:
Profit from continuing operations before income tax
Income tax expense
Profit after tax from continuing operations
Retained earnings at the beginning of the period
Opening retained earnings of entities added to the deed
Net profit for the period
Dividends declared and paid
Vesting of share rights
Tax benefit from equity remuneration 1
Retained earnings at the end of the period
1 $9.4m recognized in Group accounts in FY21, moved into the Closed Group in FY22.
Closed Group
2022
$M
195.3
(36.7)
158.6
301.1
–
158.6
(28.0)
(3.5)
(9.4)
418.8
2021
$M
131.5
(34.7)
96.7
213.3
1.5
96.7
(14.0)
0.5
3.1
301.1
Notes to the financial statementsfor the year ended 30 June 2022 1 4 4
26. Deed of Cross Guarantee (continued)
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Intercompany receivables
Current tax receivables
Derivative financial instruments
Other current assets
Total current assets
Non-current assets
Investments in subsidiaries
Intangible assets
Property, plant and equipment
Derivative financial instruments
Other non-current assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Intercompany payables
Lease liabilities
Deferred revenue
Employee benefits
Current tax liabilities
Derivative financial instruments
Other current liabilities
Total current liabilities
Non-current liabilities
Lease liabilities
Employee benefits
Deferred tax liabilities
Derivative financial instruments
Other non-current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Retained earnings
Total equity
Closed Group
2022
$M
2021
$M
292.0
50.7
6.3
6.8
1.6
15.5
372.8
912.6
277.8
31.6
0.6
6.2
1,228.9
1,601.6
34.7
62.1
3.5
7.5
15.9
–
7.7
48.1
179.6
13.4
3.9
75.7
8.1
10.0
111.3
290.8
1,310.8
906.3
(14.3)
418.8
1,310.8
222.5
39.6
8.7
–
2.9
15.3
289.0
750.7
229.7
24.0
0.4
3.8
1,008.6
1,297.6
26.3
9.6
4.1
7.5
13.8
2.3
2.1
43.2
108.8
9.8
2.1
58.0
4.3
7.4
81.5
190.3
1,107.4
827.8
(21.6)
301.1
1,107.4
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 4 5
27. Parent entity information
As at, and throughout the financial year ended, 30 June 2022, the parent entity of the Group was WiseTech Global Limited.
Result of parent entity
Net profit for the year
Total comprehensive income for the year
Financial position of parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Total equity of parent entity comprising:
Share capital
Reserves
Retained earnings
Total equity
2022
$M
163.5
163.5
2022
$M
943.0
1,347.3
49.8
90.3
1,256.9
2022
$M
906.3
(88.9)
439.5
1,256.9
2021
$M
113.1
113.1
2021
$M
592.5
1,241.2
41.9
113.5
1,127.6
2021
$M
827.8
(7.7)
307.5
1,127.6
(a) Parent entity contingent liabilities
The parent entity has provided guarantees for the future settlement of a portion of contingent consideration (cash and shares)
recognized in subsidiaries of the Group. There are no other contingent liabilities as at 30 June 2022 or 30 June 2021.
(b)
Parent entity capital commitments for acquisition of property, plant
and equipment
The parent entity had no capital commitments as at 30 June 2022 or 30 June 2021.
(c) Parent entity guarantees in respect of the debts of its subsidiaries
The parent entity has entered into a Deed of Cross Guarantee. Refer to note 26 for further details.
Notes to the financial statementsfor the year ended 30 June 2022
1 4 6
28. Other policies and disclosures
(a) Principles of consolidation
The Consolidated financial statements incorporate all of the assets, liabilities and results of WiseTech Global Limited and all of the
subsidiaries. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date
on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases.
When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related
non-controlling interest and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest
retained in the former subsidiary is measured at fair value when control is lost.
Intercompany transactions, balances and unrealized gains or losses on transactions between Group entities are fully eliminated
on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure
uniformity of the accounting policies adopted by the Group.
(b) Foreign currency transactions and balances
Transactions and balances
Foreign currency transactions are translated into the functional currency, using the exchange rates prevailing at the date of the
transaction. Foreign currency monetary items are translated at the exchange rate at the reporting date. Non-monetary items
measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items
measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when fair values
were determined.
Exchange differences arising on the translation of monetary items are recognized in profit or loss, except where deferred in equity
as a qualifying cash flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognized directly in other comprehensive income
to the extent that the underlying gain or loss is recognized in other comprehensive income; otherwise, the exchange difference
is recognized in profit or loss.
Group companies
The financial results and position of foreign operations whose functional currency is different from the Group’s presentation
currency are translated as follows:
– Assets and liabilities including goodwill and fair value adjustments arising on acquisition are translated at exchange rates
prevailing at the reporting date;
– Income and expenses are translated at average exchange rates for the period; and
– Retained earnings are translated at the exchange rates prevailing at the date of the transactions.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are
recognized in other comprehensive income and included in the foreign currency translation reserve in the Consolidated statement
of financial position. The cumulative amount of these differences is reclassified into profit or loss in the period in which the
operation is disposed of.
Currency of hyperinflationary economy
If the functional currency of a foreign operation is the currency of a hyperinflationary economy, then its financial information is first
adjusted to reflect the purchasing power at the current reporting date and then translated into the presentation currency, using the
exchange rate at the current reporting date.
(c) Provisions
Provisions are recognized when the Group has a legal or constructive obligation as a result of past events, for which it is probable
that an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments
of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as a finance cost.
Notes to the financial statementsfor the year ended 30 June 2022 W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 4 7
28. Other policies and disclosures (continued)
(d) Standards issued but not yet effective
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 July 2022
and have not been applied in preparing these Consolidated financial statements.
The following amended standards and interpretations are not expected to have a significant impact on the Group’s Consolidated
financial statements:
– Reference to the Conceptual Framework (Amendments to IFRS 3);
– Property, Plant and Equipment - Proceeds before Intended Use (Amendments to International Accounting Standard (“IAS”) 16);
– Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);
– Annual Improvements to IFRS Standards 2018–2020.
(e) Commitments and contingencies
Guarantees
The Group has not provided for any material guarantees at 30 June 2022 (2021: nil).
Contingent assets and contingent liabilities
There were no contingent assets or liabilities of the Group in relation to FY22 or FY21.
(f) Events after reporting period
Dividend
Since the period end, the Directors have declared a fully franked final dividend of 6.40 cents per share, payable 7 October 2022.
The dividend will be recognized in subsequent financial statements.
Acquisitions
On 1 July 2022, the Group completed the acquisition of a 100% interest in Bolero.net Limited, a leading provider of electronic Bills of
Lading and digital documentation capabilities to facilitate global trade that is headquartered in the United Kingdom. The consideration
for the acquisition is $66.2m, net of cash acquired. Transaction costs of $2.8m were incurred by the Group, $1.9m being recognized
in FY22. The acquired business generated revenue and EBITDA of $10.1m and $1.1m respectively for the 12 months ended 31 December
2021. This transaction while of strategic value, is not material to the Group.
Notes to the financial statementsfor the year ended 30 June 2022 1 4 8
In accordance with a resolution of the Directors of WiseTech Global Limited, we state that:
1.
In the opinion of the Directors:
(a) the consolidated financial statements and notes that are set out on pages 98 to 147 and the Remuneration report on pages
71 to 90 in the report are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its performance for
the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
2. There are reasonable grounds to believe that the Company and the Group entities identified in note 26 will be able to meet
any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the
Company and those Group entities pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785.
3. This declaration has been made after receiving the declarations required to be made to the Directors by the chief executive
officer and chief financial officer in accordance with section 295A of the Corporations Act 2001 for the financial year ended
30 June 2022.
4. The Directors draw attention to note 2 to the consolidated financial statements, which includes a statement of compliance with
the International Financial Reporting Standards.
On behalf of the Board
Andrew Harrison
Chair
24 August 2022
Richard White
Executive Director, Founder and CEO
24 August 2022
Directors’ declarationfor the year ended 30 June 2022
W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 4 9
This is the original version of the audit report over the financial statements signed by the directors
on 24 August 2022. Page references in relation to the Remuneration Report should be read as
referring to pages 72 to 90 as opposed to 7 to 25, to reflect the correct references now that the
financial statements have been presented in the context of the annual report in its entirety.
Independent Auditor’s Report
To the shareholders of WiseTech Global Limited
Report on the audit of the Financial Report
Opinion
We have audited the Financial Report of
WiseTech Global Limited (the Company).
In our opinion, the accompanying
Financial Report of the Company is in
accordance with the Corporations Act
2001, including:
•
•
giving a true and fair view of the
Group's financial position as at 30
June 2022 and of its financial
performance for the year ended on
that date; and
complying with Australian
Accounting Standards and the
Corporations Regulations 2001.
Basis for opinion
The Financial Report comprises:
• Consolidated statement of financial position as at 30
June 2022
• Consolidated statement of profit or loss and other
comprehensive income, Consolidated statement of
changes in equity, and Consolidated statement of cash
flows for the year then ended
• Notes including a summary of significant accounting
policies
• Directors' Declaration.
The Group consists of the Company and the entities it
controlled at the year-end or from time to time during the
financial year.
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the
audit of the Financial Report section of our report.
We are independent of the Group in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of
the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the
Code.
KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.
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Independent Auditor’s Reportfor the year ended 30 June 2022 1 5 0
Key Audit Matters
The Key Audit Matters we identified are:
•
•
•
Recognition of revenue;
Capitalisation of software
development costs;
Testing for impairment of goodwill
and intangible assets.
Recognition of revenue ($632.2m)
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in our
audit of the Financial Report of the current period.
These matters were addressed in the context of our audit
of the Financial Report as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.
Refer to Note 3 ‘Revenue,’ and Note 13 ‘Deferred revenue’ of the financial report
The key audit matter
How the matter was addressed in our audit
The recognition of revenue is considered
to be a key audit matter due to:
•
The significance of revenue to the
financial statements;
• Recurring CargoWise One revenue
earned in relation to customer usage is
determined by the Group with
reference to price lists and complex
discount structures. It involves high
volumes of customer transaction data
recorded using a highly automated
billing system. Auditing the revenue
recognised based on this transactional
data requires significant effort,
including the use of IT and Data
Specialists to supplement our senior
audit team members; and
• Remaining revenue is recorded across
a large number of different billing
systems as a result of multiple
acquisitions. Auditing this revenue
requires significant audit effort with
extensive sample sizes.
Our procedures included:
•
•
Stratified the revenue population into homogenous
revenue streams for the purposes of performing our
testing;
For key recurring CargoWise One revenue streams,
where revenue is recognised based on customer
usage of the software we developed an expectation of
the revenue for the year. We compared this to the
amount recorded by the Company. This procedure
was performed with the assistance of our IT and Data
Specialists. The formation of our expectation involved:
-
-
-
-
-
-
understanding the Group’s process for collection of
transaction data, and the application of price lists
and discount structures to this data;
assessing the completeness, existence and
accuracy of transaction data interfaced with the
billing module;
inspecting transaction data which is not subject to
billing for consistency with our understanding of the
process;
testing controls over access to the billing module,
price lists and discount structures;
testing the interface of the output from the billing
module to the general ledger; and
assessing for a sample of customers, the price list
records, and discount structures based on their
underlying contract documentation.
• We tested the Group’s key manual revenue
recognition controls including;
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1 5 1
•
-
-
-
-
-
-
approval of new customer contracts; and
approval that the pricing in the customers initial
billing invoice agrees to the underlying signed
customer contracts.
For other revenue, we selected a statistical sample of
revenue across the Group’s subsidiaries to check the
timing of revenue and its recognition in the correct
accounting period. We tested revenue recognition and
related deferred revenue by;
inspecting revenue contracts and invoices;
checking against cash receipts recorded in bank
statements;
sample checking post year end credit notes; and
using the conditions of the contract to check the
timing of revenue.
• We evaluated the adequacy of disclosures included in
the financial report against the requirements of the
accounting standards.
Capitalisation of software development costs ($82.2m)
Refer to Note 7 ‘Intangible assets’ of the financial report
The key audit matter
How the matter was addressed in our audit
Capitalisation of software costs is
considered to be a key audit matter due
to:
•
•
•
The high volume of software
developer hours;
The Group’s assessment of the
number of hours capitalised is reliant
on data extracts from the Company’s
automated software workflow tool
(PAVE). This is used for monitoring
and recording the activities of
software developers for the majority
of its capitalised software
development;
The Group develops its software
products using an iterative
development methodology. This
approach requires more judgement in
Our procedures included:
• We inspected the Group’s documentation of their
assessment of capitalised development against AASB
138: Intangible Assets including the requirements to
demonstrate separability, control and future economic
benefit;
• We assessed the Group’s positions using our
knowledge of the business and projects. We furthered
this through inquiry with various stakeholders,
including: Project Leaders, the Chief Technology
Officer, the Chief Executive Officer and the Chief
Financial Officer. We also inspected price lists and
Board of Director’s papers to evaluate these
assertions;
• We obtained an understanding of the Group’s
software development processes and how software
developers use PAVE to record activities;
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Independent Auditor’s Reportfor the year ended 30 June 2022 1 5 2
assessing the Group’s application of
the requirements of the accounting
standards to capitalise the
development costs. These
assessments include:
- Whether it meets the definition of
an intangible asset;
- Whether a project can be
completed including the potential to
produce a viable software product;
-
-
-
eligibility of activities for
capitalisation;
determination of the rate per hour
for developers’ time eligible for
capitalisation; and
project availability for its intended
use and, accordingly,
commencement of amortisation.
We involved IT specialists to supplement
our senior audit team members in
assessing this key audit matter.
• We inspected the information recorded in PAVE and
assessed the Group’s identification of development
activities;
• We tested the IT general controls over the PAVE
system;
• We tested a statistical sample of PAVE and non-PAVE
recorded developer time capitalised. We checked the
activities related to a project in development or an
enhancement to an existing software product as
opposed to research or maintenance;
• We tested the capitalisation of developer hours to
projects on a sample basis;
-
-
-
evaluating task descriptions logged against the
criteria in the accounting standards;
assessing, for the sampled activity, the hours
recorded for coding relates to an employee with a
developer related role; and
assessing the task nature meets the requirements
for capitalisation through inquiry with Project
Leaders.
• We assessed the time and labour rate eligible for
capitalisation by testing a sample of key inputs to
underlying records. We also assessed the Group’s
allocation of directly attributable overhead costs
against the criteria within the accounting standards;
• We considered the amortisation period including the
commencement date of amortisation for completed
projects for the capitalised software development
costs; and
• We evaluated the adequacy of the disclosures
included in the financial report against the
requirements of the accounting standards.
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Testing for impairment of goodwill and other intangible assets ($961.2m)
Refer to Note 7 ‘Intangible assets’ of the financial report.
The key audit matter
How the matter was addressed in our audit
The Group’s annual testing of goodwill and
intangible assets for impairment is a key audit
matter, given the size of the balance relative to
total assets. There are also judgements in
assessing the Group’s identification of Cash
Generating Units (CGUs), allocation of goodwill
and the forward-looking assumptions in their
value in use models.
We focused on:
•
Identification of CGUs – non-financial
assets (other than goodwill) are required to
be assessed for impairment separately, or
as part of a CGU where the assets do not
generate independent cash inflows. As the
Group is pursuing a strategy for the
integration of acquired businesses,
assessing independent cash inflows during
the process of integration with the global
platform requires judgement;
• Allocation of goodwill to CGUs – goodwill
is required to be allocated to the CGU or
group of CGUs where there are expected
benefits from the synergies of the
business combination. The Group is
acquiring businesses for the purposes of
integrating functionality into a global
platform. Determining which of the CGUs
these synergies will be obtained from, and
the amount of goodwill to be allocated to
them requires judgement; and
•
Forward looking assumptions - forecast
cash flows, growth rates, discount rates
and terminal growth rates used by the
Group given their inherent uncertainty.
We involved valuation specialists to
supplement our senior audit team members in
assessing this key audit matter.
Our procedures included:
• We assessed the Group’s determination of the
CGUs used in the impairment model based on
our understanding of the Group’s business,
acquisition strategy, and examination of cash
inflows. Goodwill is tested at the single group of
CGU level, whilst other intangibles and operating
assets are tested at a lower level. We assessed
these against the criteria in the accounting
standards. We also considered internal reporting
of the Group’s results to assess how earnings
and goodwill are monitored and reported;
• We assessed the impairment testing
methodology used by the Group against the
requirements of Australian Accounting Standards;
• We tested the mathematical accuracy of the
Group’s value in use models;
• We assessed the Group’s cash flow forecasts
including;
-
-
Consideration of the historical accuracy of
previous estimates; and
Reconciled the underlying cash flow projections
to Board approved forecasts.
• We assessed the cash flows and related growth
rates in the models by comparing them to
external analysts’ reports. We checked the
consistency of the growth rates to the Group’s
stated plan and strategy, past performance of the
Group, and our experience regarding the
feasibility of these in the industry in which they
operate;
• Working with our valuation specialists we
assessed the Group’s assumptions for terminal
growth rates in comparison to economic and
industry forecasts;
• Working with our valuation specialists we
analysed the discount rates against publicly
available data of a group of comparable entities,
adjusted by risk factors specific to the Group;
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Independent Auditor’s Reportfor the year ended 30 June 2022 1 5 4
• We performed sensitivity analysis on the key
assumptions used in the models and applied
other values within a possible range, to challenge
management assumptions; and
• We assessed the disclosures in the financial
report using our understanding of the Group’s
testing for impairment from our procedures and
against the requirements of the accounting
standards.
Other Information
Other Information is financial and non-financial information in WiseTech Global Limited’s annual reporting
which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are
responsible for the Other Information.
The Other Information we obtained prior to the date of this Auditor’s Report was the Operating and
Financial Review, Board of Directors, and the Directors’ Report. The Financial Highlights, Chair’s Letter,
CEO’s message, Our business, Sustainability report, Five year financial summary, Risk management,
Shareholder information, Glossary and Corporate Directory are expected to be made available to us after
the date of the Auditor's Report.
Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not and
will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.
In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or
our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date of
this Auditor’s Report we have nothing to report.
Responsibilities of the Directors for the Financial Report
The Directors are responsible for:
• preparing the Financial Report that gives a true and fair view in accordance with Australian
Accounting Standards and the Corporations Act 2001
• implementing necessary internal control to enable the preparation of a Financial Report that gives a
true and fair view and is free from material misstatement, whether due to fraud or error
• assessing the Group and Company's ability to continue as a going concern and whether the use of
the going concern basis of accounting is appropriate. This includes disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless they
either intend to liquidate the Group and Company or to cease operations, or have no realistic
alternative but to do so.
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Auditor’s responsibilities for the audit of the Financial Report
Our objective is:
• to obtain reasonable assurance about whether the Financial Report as a whole is free from material
misstatement, whether due to fraud or error; and
• to issue an Auditor’s Report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the Financial Report.
A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
Auditor’s Report.
Report on the Remuneration Report
Opinion
Directors’ responsibilities
In our opinion, the Remuneration
Report of WiseTech Global Limited for
the year ended 30 June 2022,
complies with Section 300A of the
Corporations Act 2001.
The Directors of the Company are responsible for the
preparation and presentation of the Remuneration Report in
accordance with Section 300A of the Corporations Act 2001.
Our responsibilities
We have audited the Remuneration Report included in pages 7
to 25 of the Directors’ report for the year ended 30 June 2022.
Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
KPMG
Caoimhe Toouli
Partner
Sydney
24 August 2022
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Independent Auditor’s Reportfor the year ended 30 June 2022 1 5 6
WiseTech Global Limited ordinary shares
WiseTech Global’s ordinary shares are listed on the Australian Securities Exchange under ASX code: WTC.
At a general meeting, every shareholder present, in person or by proxy, attorney or representative has one vote on a show of hands
and, on a poll, one vote for each share held.
All information below is as at 13 September 2022.
Distribution of shareholdings
Number of shares held
Number of holders
Number of shares
% of issued capital
100,001 and over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
48
184
236
2,140
13,252
15,860
312,433,810
4,916,553
1,623,932
4,560,560
3,485,458
327,020,313
95.54
1.50
0.50
1.39
1.07
100.00
There were 285 investors holding less than a marketable parcel of 9 shares (based on a share price of $60.75).
Largest 20 shareholders
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
RealWise Holdings Pty Limited
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Pty Limited
Fabemu No 2 Pty Ltd ABN 67 003 954 070
Citicorp Nominees Pty Limited
MSG Holdings Pty Ltd
BNP Paribas Noms Pty Ltd
Mr Michael John Gregg & Mrs Suzanne Jane Gregg
National Nominees Limited
Merrill Lynch (Australia) Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited - A/C 2
Citicorp Nominees Pty Limited
Solium Nominees (Aus) Pty Ltd
Mr Richard John White
Mycroft Investments Pty Ltd
HSBC Custody Nominees (Australia) Limited
Solium Nominees (Australia) Pty Ltd
Mr William Leigh Porter
BNP Paribas Nominees Pty Ltd
20
Three Plus Blue Pty Ltd
Total
Number of shares
% of issued capital
131,806,570
66,017,802
33,709,875
17,127,197
14,508,761
7,352,198
5,401,388
5,296,707
4,883,894
3,949,158
3,320,627
3,293,909
2,786,557
1,744,013
1,561,000
983,567
976,610
705,000
618,287
424,556
306,467,676
40.31
20.19
10.31
5.24
4.44
2.25
1.65
1.62
1.49
1.21
1.02
1.01
0.85
0.53
0.48
0.30
0.30
0.22
0.19
0.13
93.72
Shareholder information W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
1 5 7
Substantial shareholders
The following have disclosed a substantial shareholder notice:
Name
Number of shares
% of voting power
Date of latest notice
Richard White and RealWise Holdings Pty Ltd
133,615,433
40.94
9 September 2022
Charles Gibbon, Fabemu No 2 Pty Ltd and
Gibbon Family Holdings Pty Limited
Baillie Gifford & Co
The Vanguard Group, Inc.
Shares subject to voluntary escrow
Number of shares
10,360
4,638
53,651
33,687
41,832
Unlisted securities
17,349,014
16,877,467
16,395,247
5.47
5.17
5.02
6 May 2019
5 April 2022
6 April 2022
Date period of escrow ends
28 October 2022
1 November 2022
24 November 2022
30 November 2022
14 July 2023
There were a total of 2,792,587 share rights on issue, held by 1,690 individual holders. Share rights have no voting rights.
On-market buy-back
There is no current on-market buy-back.
Shareholder information
1 5 8
Term
3PL
3P strategy
Attrition rate
BCO
CargoWise
Meaning
Third‑party logistics provider
Our strategy of focusing on the ‘3Ps’ – Product, Penetration, and Profitability – is delivering our
vision to be the operating system for global logistics
Annual attrition rate is a customer attrition measurement relating to the CargoWise platform
(excluding any customers on acquired platforms). A customer’s users are included in the
customer attrition calculation upon leaving i.e. having not used the product for at least
four months
Beneficial Cargo Owner
Our flagship product, a single source, cloud-based, deeply integrated global platform for the
logistics industry; see page 17
CargoWise Neo
Our global integrated platform for BCOs
‘Contracted and in Progress’
global rollouts
Refers to CargoWise customers who are contracted to grow to rolling out CargoWise in 10
or more countries and for 400 or more registered users
EBITDA
Ecosystem
Global manufactured
trade flows
‘In Production’ global
rollouts
Large Global Freight
Forwarder
NPAT
R&D
Recurring revenue
Earnings before interest, tax, depreciation and amortization
A complex network or interconnected system of components and participants
Refers to import and export related manufactured commodities
Refers to CargoWise customers who are operationally live on CargoWise and using the platform
on a production database (rolled out in 10 or more countries and 400 or more registered users
on CargoWise)
A Large Global Freight Forwarder is a CargoWise customer contracted to grow or who has
grown either organically or contractually to 10 or more countries and 400 or more registered
users on CargoWise
Net profit after tax attributable to equity holders of the parent
Total investment in product design and development expense, excluding depreciation and
amortization, but including capitalized development investment
Recurring revenue is the sum of On-Demand revenue and OTL maintenance revenue which
is categorized in our statutory financial statements as recurring monthly and recurring annual
software usage revenue
Share right
A right to receive an ordinary share in WiseTech Global at a point in the future. Share rights are
issued to employees
TSR
Total Shareholder Return
Tuck-in acquisition
Underlying NPAT
Typically smaller acquisitions that can quickly bring their team, technology, and knowledge
without major rewrites and rapidly add value to the CargoWise ecosystem
Net profit after tax attributable to equity holders of the parent excluding fair value adjustments
from changes to acquisition contingent consideration, contingent consideration interest unwind
net of tax and non-recurring tax on acquisition contingent consideration
Glossary W I S E T E C H G L O B A L A N N U A L R E P O R T 2 0 2 2
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Shareholder enquiries
Enquiries about shareholdings in WiseTech Global
Please direct all correspondence to WiseTech Global’s share registry:
Link Market Services
Level 12, 680 George Street
Sydney NSW 2000
Telephone: 1300 554 474
Email: registrars@linkmarketservices.com.au
Website: www.linkmarketservices.com.au
Further information about WiseTech Global
Website
www.wisetechglobal.com/investors
Investor relations
Email: investor.relations@wisetechglobal.com
Telephone: +61 (0)2 8001 2200
Registered office
Unit 3a, 72 O’Riordan Street
Alexandria NSW 2015
Telephone: +61 (0)2 8001 2200
Company Secretary
Email: company.secretary@wisetechglobal.com
Telephone: +61 (0)2 8001 2200
Auditor
KPMG
Level 38, Tower Three
International Towers Sydney
300 Barangaroo Avenue
Sydney NSW 2000
Telephone: +61 (0)2 9335 7000
Corporate directory wisetechglobal.com/investors