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 3
a
Enabling and
empowering the
world’s supply chains
Annual Report 2023
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 3
1
Contents
02
A B O U T U S
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2023 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 A N D C EO R E P O R T
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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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 6 0 G LO S SA RY
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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 2023. 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 10 October 2023 and
includes the FY23 Financial Report originally published on 23 August 2023.
2
About us
We are a leading
developer and
provider of
software solutions
to the global
logistics industry.
A pure technology company, we are engineer founded
and led, with research and development at the heart
of what we do. Our team of more than 3,000 people
across 35 countries is united in our goal to transform
the world of logistics one innovation at a time.
This means helping goods move around the world as
quickly and efficiently as possible to make the supply
chain faster, more productive, efficient, secure and
reduce its impact on the environment.
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 3
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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
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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
any time 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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Why do you think the rotations program is so unique?
Generally when you join an organization, you’re given
your desk and your team, and if you don’t like the role,
you’re a little bit stuck. You’ve got no choice but to go
somewhere else. But at WiseTech, what we’re doing
is helping you shape your career from the day you
join the company. So in that first six months, you’ve
got a chance to start that journey of shaping your
career, which I think is a really unique and unusual way
to approach onboarding.
What sort of people do we look for at WiseTech?
The sort of people that we look for are problem solvers
and deep thinkers. So when I interview developers,
we always talk about the problem statements that
we solve, how the problems we work on are actual
physical things happening in the real world. Developers
and product people who get excited about that are
a great fit for WiseTech.
From my experience, the thing that brings people the
most job satisfaction from a development perspective
is when they see the thing that they’ve built go out
to customers. I really think that is the most satisfying
thing about being a developer, because you’re building
something from scratch and you’re creating something
that wasn’t there before. Seeing it out there and being
used by people, and making a difference to me is the
most satisfying part of the role.
Why do you think now is an exciting time
for someone to join WiseTech?
Now is a really exciting time, because we’ve gotten to this
point where the company is big enough to be helping
the largest organizations in the world. If you think about
our customer base, we’ve now expanded into these
really large global rollouts, which means as a developer
or a product person, you’re working on more complex
and interesting challenges. So we’ve got problems
of scaling because our customers are bigger. They’ve
got more complex problems that they’re trying to solve,
so we get to work with them on those issues.
You get this opportunity to connect really deeply with
the real world, which I think is fantastic as a developer.
We have this endless runway of really interesting
complex work to do, so we need as many talented
developers and product people as we can find
to deliver on that vision.
People profile:
Navigating career
growth at WiseTech
Scott Dowell,
Software Operations Leader
Can you share a bit about your journey with WiseTech?
When I first started out as a developer, I was at a really
small family-run software business, so it was all about
meeting the needs of the individual customer and
never really thinking about the big picture. So the big
change for me coming to WiseTech was working at
a product-focused company that tries to solve the
needs of the industry.
When I first started at WiseTech, I was given the task
of building a team from nothing, which was an amazing
experience. To build that team, I worked with the
rotations manager at the time, and I got to know
him really well. He was a mentor of mine, so I got
to understand the philosophy of this system that
he had built.
It was just an amazing opportunity to be able to take
on the role of building the team. I managed to grow
it from about 50 people in rotations to 200 people in
the program right now. We now have a rotation program
in Australia, the US, Europe, Nanjing and Bengaluru,
but it’s only the beginning, which is awesome.
Can you share a bit about WiseTech’s rotation
program and how it works?
When you join WiseTech as a software engineer
or product manager, you spend two months in three
different teams across your first six months in the
company. Within each team, you’re assigned a mentor,
so you have someone there who buddies up with you
and helps you day-to-day. We don’t give you busywork,
we give you real work that adds value.
The purpose of the rotation program is to first of all,
onboard people so that they understand what it is to
be at WiseTech. We give new starters an opportunity
to meet lots of different teams, and lots of different
people to build their network. But more than anything,
it’s about fitting people to teams and teams to people.
The philosophy is if you get the right person in the right
team, then they’ll do more creative, better work, because
they love the people that they work with, and they love
the work that they’re doing. So that’s a classic win-win.
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2023 Highlights ( A S A T 3 0 J U N E 2 0 2 3 )
3,000+
team members
globally
39
development
centers
1,130 new
CargoWise product
enhancements
47 global rollouts in total
6 new global rollouts added
by Large Global Freight Forwarders 1
$261.9m
invested in research
and development
29,500+
CargoWise Certified
Practitioners
(up 53% from FY22)
60%+ increase in number of certificates
issued for CargoWise Certification
25,000+
hours of structured
learning completed
by our people
1 See definition in glossary on page 160.
300
team members
participated in our
rotation program globally
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100% of Scope 1 and 2
emissions offset
~6,000kg of e-waste
recycled
Maintained ISO 27001
Information Security
Management and
achieved SOC 1 and
SOC 2 attestations
Completed
first Scope
3 emissions
inventory
1%
of pre-tax profits contributed
to tech education saw 78%
growth in number of students
accessing Grok Academy
Earn & Learn
Scholarship Program
launched with 30
students joining the
2023 cohort
MEMBER
2023
Continued our membership with
ACON’s Pride
in Diversity
13,400
courses completed via
WiseTech Academy 37%
$64,000 spent with
social enterprises
for office catering
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Financial highlights
A strong financial result
underpinned by continued growth
in Large Global Freight Forwarder
rollouts and CargoWise revenue.
Our continued strong investment in future growth remains a strategic priority for WiseTech.
Our FY23 results showcase our strong track record of revenue, EBITDA, and EBITDA margin growth
since our listing in FY16, and demonstrate the strength and resilience of our business model.
S T R O N G
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 V E S T M E N T
I N I N N O V A T I O N
Total Revenue $816.8m
$291.4m free cash flow
29% reported
( 21% organically)
96% (Group)
recurring revenue
CargoWise revenue
41% reported
( 30% organically)
23%
Free cash flow
conversion rate of 76%
( 1pp)
$250m undrawn
debt facilities
$261.9m investment
in R&D
32% revenue invested
in R&D
96% increase in
CargoWise product
development resources
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R E V E N U E ( A $ M )
E B I T D A ( A $ M )
.
8
6
1
8
.
2
2
3
6
.
5
7
0
5
.
4
9
2
4
.
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7
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3
.
0
9
1
3
.
7
6
0
2
.
7
6
2
1
1
.
8
0
1
N P A T / U N D E R LY I N G
N P A T 1 ( A $ M )
NPAT
Underlying NPAT
.
6
7
4
2
.
2
2
1
8 2
9
8
1
.
.
6
4
9
1
.
8
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4
5
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
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
$385.7m EBITDA
21%
Gross profit margin 86%
47% EBITDA margin
3pp
Underlying NPAT 1
of $247.6m
30%
Operating expenses
3pp as % of revenue
Total dividend
15.0 cents per share
35% on FY22
Fully franked
Payout ratio 20%
of Underlying NPAT
1
See definition in glossary on page 160.
1 0
Chair and CEO Report
A united vision – to be the operating system
for global logistics
We are pleased to share the 2023 WiseTech Global
Annual Report, providing highlights of a strong FY23
financial performance and FY24 outlook.
Delivering on our strategy
Looking back at the financial year, we are pleased with
our progress and where we are positioned as we head
into FY24. The achievements of the year are due to our
exceptional WiseTech team, which has grown to more
than 3,000 people globally. Their talents, hard work and
focus have enabled us to make great progress in realizing
our vision to be the operating system for global logistics.
This year, we have made significant progress in delivering
on our 3P strategy – Product, Penetration, and
Profitability by:
– delivering a strong FY23 financial performance and
FY24 outlook, underpinned by the continued growth
in numbers of Large Global Freight Forwarder 1 rollouts.
– signing our first global customs rollout with the #1
Top 25 Global Freight Forwarder, Kuehne+Nagel,
in the second half of FY23. FedEx Trade Networks also
confirmed, after 30 June 2023, that they intend to roll
out CargoWise global customs alongside their ongoing
global forwarding rollout.
– executing a strategic move into landside logistics,
initially in North America, through the strategically
significant acquisitions of Envase Technologies and
Blume Global and followed by a further value enhancing
acquisition of Matchbox Exchange, a provider of
container optimization solutions, in October 2023.
– increasing our global development capability from just
over 1,000 team members at the beginning of FY23
to now over 1,800, resulting in 60% of our workforce
now focused on product development.
Product – expanding the
CargoWise ecosystem
Our continued strong financial performance in FY23
is the result of years of dedicated work on enhancing
our development capability by automating processes,
stopping low-yield activities, and ensuring our ongoing
ability to scale at low cost. This type of planning and
execution positions us well for long-term sustainable
growth and profitability in our core business and allows
us to invest in progressing further on our six CargoWise
product development priorities – landside logistics,
warehouse, Neo, digital documents, customs and
compliance, and international eCommerce.
CargoWise’s depth of product capability and global
reach is why more of the world’s largest global freight
forwarders are choosing to move to WiseTech, as they
understand the long-term value of what we are doing.
CargoWise offers world-leading capability, unparalleled
productivity improvements, and IT cost reductions
in an increasingly complex and costly industry.
This is why 24 of the Top 25 global freight forwarders
and 44 of the top 50 third-party logistics providers 2
are already WiseTech customers in at least one area
of their business.
As a product-led business, our focus and investment
in product development and innovation is critical.
In FY23, our R&D investment increased by 45% on FY22
to $261.9 million, with 1,130 new CargoWise application
suite product enhancements. Over the past five
years, we have invested over $880 million in R&D
delivering more than 5,300 product enhancements.
We substantially increased our global development
capability to further accelerate our product delivery
and address new markets.
See definition in glossary on page 160.
1
2 Armstrong & Associates: Top 50 Global 3PLs & Top 25 Global Freight Forwarders ranked by 2021 gross logistics revenue/turnover and freight forwarding
volumes – updated 20 September 2022.
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The outcome of this substantial increase in scale
and development throughput includes the release
of the CargoWise Warehouse Suite, one of our six
key development priorities, featuring five highly
differentiated, advanced warehouse modalities, each
purpose-built for integrated international forwarding and
landside logistics needs; and the release CargoWise Neo,
in August 2023, to select customers.
Our goal is to drive innovation within the CargoWise
ecosystem, so that it is a ‘must have’ for large global
forwarders and logistics operators.
To support this goal, in FY23, we completed two tuck-in
acquisitions in Bolero and Shipamax which have extended
CargoWise’s digital documentation and straight-through
processing capabilities. We also completed two
strategically significant acquisitions in Envase
Technologies and Blume Global, to accelerate and expand
CargoWise’s North American landside logistics capability.
Leveraging our experienced M&A team’s acquisition and
integration skills to accelerate our presence in these
areas is a significant and long-term product and revenue
growth lever.
Penetration – continued momentum driving
revenue growth
Our momentum continued in FY23 with eight new
or additional global rollouts secured. This included six
new global rollouts with NTG Nordic Transport Group,
IFB International Freightbridge, EMO Trans, Kuehne+Nagel
for our first global customs rollout, BBL Cargo and OEC.
Alongside this we also added two additional organic
rollouts with DB Group and Maersk Logistics. Since
year end, we also secured APL Logistics for a global
CargoWise rollout, and FedEx, adding CargoWise global
customs alongside their CargoWise forwarding rollout.
This takes our total to 47 Large Global Freight Forwarder
rollouts at the end of FY23 (48, counting APL Logistics,
signed after year’s end), including 11 of the Top 25 Global
Freight Forwarders, which will continue to drive our
growth in revenues. We are well placed to convert our
continuing strong pipeline of sales opportunities, driving
long-term revenue growth. Given the significant runway
of customers available to us in both the Top 25 global
freight forwarders and the top 200 logistics providers,
we expect to see future revenue growth driven by
additional Large Global Freight Forwarder contract wins.
Profitability – strong financial performance
and outlook
We remain focused on driving returns through our high
growth, scalable SaaS model which delivers strong
profitability and operating cash flows.
In FY23, we delivered Total Revenue of $816.8 million,
representing a 29% increase on FY22. This demonstrates
the resilience of our business model and continued
strong momentum.
Our goal is to drive
innovation within the
CargoWise ecosystem,
so that it is a ‘must have’
for large global forwarders
and logistics operators.
1 2
The majority of growth came from CargoWise, with revenue
up 41% to $659.6 million. This increase reflects growing
usage by existing customers and new customer signings.
This result was underpinned by our 96% recurring
revenue base, and low attrition rate of less than 1%,
where it has been for the last 11 years, making our existing
business very stable and predictable.
Our statutory NPAT of $212.2 million was up 9% on FY22, and
FY23 Underlying NPAT was up 30% at $247.6 million. This
excellent outcome reflects the benefit of new customers,
new product releases, price increases, and our enhanced
operating leverage and ongoing financial discipline.
The Board declared a fully franked final dividend of 8.40
cents per share (cps), representing a 31% increase on the
FY22 final dividend. The final FY23 dividend coupled with
the FY23 interim dividend of 6.60cps equates to a total
FY23 dividend of 15.0cps, representing a payout ratio
of approximately 20% of Underlying NPAT.
We have launched a multi-year, company-wide
efficiency program which we expect to deliver a net
$15 million saving in FY24 with an annual run rate
of $40 million. This involves extracting acquisition
synergies and streamlining our processes, and removing
duplication, to enhance our operating leverage and
ensure appropriate allocation of resources to support
scalability and delivery of our long-term strategic vision.
Our guidance for FY24 is based on the assumptions
set out in our FY23 Results presentation. Assuming
there are no material changes to these assumptions
and no unforeseen events that arise prior to 30 June
2024, we expect to deliver FY24 revenue of $1.04 billion
to $1.095 billion, representing revenue growth of 27%
to 34%, with CargoWise revenue expected to grow
by approximately 34% to 43% overall. In terms of FY24
EBITDA, we expect to deliver $455 million to $490 million,
representing EBITDA growth of between 18% and 27%.
People – driving our 3P strategy
Our people drive these outcomes. We have accelerated
the growth in our global talent base as more high-value
and talented people gravitate towards highly profitable
and innovative technology companies like WiseTech.
As a result of our focus on our culture, on rewarding
performance and developing staff, we have seen
a substantial increase in inbound applications to work
at WiseTech. We have highly effective hiring and talent
development programs to ensure we attract, retain, and
develop the best in both the technology and logistics
industries, underpinning our future success for many
years to come. We are extremely proud of the WiseTech
team and our culture of innovation.
A sustainable future for Australia’s
tech industry
WiseTech is a force for good; improving productivity,
connectivity and resource usage across global supply
chains, and the communities and markets in which
we operate.
We continued to strengthen our sustainability
governance during FY23. Our Sustainability & ESG
Framework and Principles embed sustainability
considerations into our decision making and operations,
contributing to a more sustainable future and creating
long-term value for our stakeholders.
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in our net zero journey, improving our understanding
of emissions across our value chain and underpinning
opportunities to reduce these emissions.
In FY23, our sustainability reporting has been informed
by the internationally recognized Global Reporting
Initiative (GRI) Framework and the SASB Software and
IT services Sector Standard. Over time, we will continue
to develop and build on our ESG disclosures in alignment
with new sustainability accounting standards.
We encourage you to read more about our FY23
sustainability performance in our Sustainability Report
on pages 24 to 48 and on the WiseTech Global investor
center website.
Board activities
At the conclusion of WiseTech’s 2022 Annual General
Meeting, Mike Gregg and Arlene Tansey retired from
the Board. We thank them for their contribution and
wish them both all the very best.
WiseTech continues to build on our technology
leadership, global reach, and geographic footprint.
To support the business’ needs as we grow, we are
dedicated to continuing to evolve the Board composition
and continue our search for additional independent
Non-Executive Directors.
Acknowledgments
On behalf of the WiseTech Board and Senior
Management Team, we would like to thank our
shareholders, team members, customers and
communities in which we operate, for their continued
support and belief in our vision, which is to be the
operating system for global logistics.
We are excited by the future opportunities ahead of us,
and the long-term shareholder value we continue to deliver.
Thank you.
Andrew Harrison
Chair
Richard White
CEO & Founder
We take great pride in our diverse and inclusive
workforce. Approximately 31% of our employees and
29% of our Board members are female and we remain
committed to encouraging and supporting more women
to enter the technology and logistics industries.
Through our full program of technology education
initiatives, which include our support of Grok Academy,
our Earn & Learn Scholarship Program, our relationship
with major universities and our own WiseTech
Academy, we cover K–12, the bridge from high school
to university, the bridge from education to employment,
undergraduate, post-grad, on-the-job and adult learning.
These initiatives build an on-ramp for students and
adult learners to develop skills and access high value,
long-term employment in the technology sector, with
a particular focus on software engineering skills and jobs,
while creating a diverse pipeline for our future workforce.
This year, we launched our Earn & Learn Scholarship
Program, connecting high school graduation with full
time employment and a university degree in software
engineering. High school graduates that enter the
program work as an Associate Software Engineer at
WiseTech while undertaking part-time university study.
Our first cohort of 30 students are studying a specially
designed blend of university coursework, WiseTech-
developed coursework, and on-the-job training, leading
to the completion of a Bachelor’s degree in four years.
The combination of academic theory with real-world
application in a work setting will provide these students
with a strong head-start in their careers in Australia’s tech
industry. We have big expectations for this program and
are working on scaling up further in the next few years.
We are also continuing our contribution of 1% of pre-tax
profits to support tech education, partnering with Grok
Academy. This contribution has grown in line with our
company’s profitable growth. Our partnership enables us
to make the Grok Academy platform free for all K-12 and
adult learners and teachers in Australia and supports the
development of the next-generation technology platform
and content to meet the diverse needs of K-12 learners
and educators. During the first half of the 2023 Australian
school year, there was a 78% increase in the number
of students accessing the Grok Academy platform.
These initiatives, combined with the continued
development and increased reach of WiseTech
Academy and our growing engagement with schools
and universities, present a powerful and comprehensive
program that can introduce learners of all ages to
software engineering and other valuable technical skills.
Once again, this year, we offset 100% of our Scope 1 and
2 emissions from our global operations using offsets
aligned to verified carbon standards. Importantly, this
financial year we have expanded our emissions inventory
to include Scope 3 emissions. This is an important step
1 4
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.
As a product-led business, our product strategies create deep value for existing customers, attract new
customers in our existing markets, allow us to enter new markets, increase the total addressable market
that we serve, and enhance our ability to gain further access to customers and opportunities in new markets.
Our 3P strategy – Product, Penetration, Profitability – is driving our vision and purpose.
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
Enhance operating leverage
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Our product
Global supply chains continue to face a multitude
of challenges, from government regulations and
tighter cost margins to port congestion and labor
shortages. The importance of supply chain visibility,
optimization, and productivity improvements
is critical for logistics service providers.
Our industry-leading flagship product, CargoWise,
centralizes logistics operations on a single global
database, delivering business continuity, scalability,
and security.
The depth of CargoWise’s product capability
helps our customers track the movement of goods
from origin to destination, enabling the efficient
optimization and execution of logistics processes.
From international freight forwarding, customs and
compliance, warehousing, and shipping, to tracking,
digital documentation, landside logistics, and
International eCommerce – CargoWise offers
truly global capabilities for a global industry.
The power of CargoWise
Single global
platform
Extensive
configuration tools
Workflow
automation
Real-time
visibility
Optimization
Streamlined
processes
No rekeying of data
Integrated data
flows
Digital documents
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.
An extension of our team, our network of technology,
logistics and education experts plays an integral
role working within the logistics industry,
across our customers, associations, logistics
businesses and education institutions.
569 partner agreements
Our global partner network delivers consulting,
sales and technical services that enable CargoWise
customers to achieve their digital transformation goals.
26 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.
29,500+
CargoWise Certified Practitioners
Certified practitioners work within our customer
and partner organizations as product experts,
acting as highly efficient in-house support resources.
Listen to industry experts discuss the latest logistics
trends, including the current investment landscape,
tackling rising costs, and embracing digital transformation.
Ashley Skaanild, Regional Vice President for Logistics
Data and Connectivity, discusses CargoWise’s role
in digitizing ocean freight.
Learn more about the
Power of CargoWise:
cargowise.com/news
Discover how digital documents provide a vital layer of
transparency and accountability that can enable logistics
companies to operate more efficiently and reduce costs.
1 6
C A S E S T U D Y
LEMAN
CargoWise is supporting LEMAN’s digital transformation strategy
Headquartered
in Denmark
Across 8 countries
Operations across
29 offices
Advanced logistics, transportation
and pharma solutions
LEMAN’s branches had been operating on multiple
transport management systems (TMS) for a number
of years, and maintaining visibility across the
organization was becoming increasingly challenging.
They needed a logistics solution that could help them
centralize and streamline their operations, provide
end-to-end visibility and ultimately, help them take
their air and sea activities to the next level.
“CargoWise has a great reputation in the market, from
users, to vendors and customers, so it made sense for
us to choose the most advanced TMS in the market,”
said Christian Stocker, CEO, LEMAN USA.
The opening of LEMAN China provided an opportunity
for the business to trial CargoWise with their new staff
before rolling out the platform to their other regions.
“The reason we chose to implement CargoWise in China
first while we were running on different systems in
Europe and the US was because we had an opportunity
to start from scratch and trial a new system. We were
also looking to hire staff in China who had previous
experience using CargoWise and could support the
implementation in this region,” Mr Stocker added.
Suki Zhang, Sea Freight Manager, was one of the first
staff members to join LEMAN’s head office in Shanghai,
bringing extensive experience on CargoWise.
“My previous role was at a very large global forwarding
company that had a very strong relationship with
WiseTech, so when I joined LEMAN, I was already very
familiar with CargoWise and I was able to share my
knowledge with the company.
“CargoWise is the most highly qualified system I have
ever seen for global use. In the past, I’ve used other
systems and they really just offer one functionality.
But with CargoWise, there’s a large team focusing
on every different functionality. So every function
and every module are developed together, and
it makes the platform stronger and stronger. It really
is a complete system.”
Once the implementation in China was deemed
a success, LEMAN’s global offices followed, and the
global rollout was completed in the second half of 2022.
Operating on a single global platform has enabled
the business to increase data quality and efficiency,
streamline and scale their processes, and make strategic
decisions faster than ever before.
With everyone now working from the same database,
information that’s entered at the origin station becomes
immediately available to the destination as well, resulting
in efficiency and productivity gains across the board.
“The productivity improvements we’ve seen are already
considerable, and in terms of financial overview and
understanding of how the business runs, we’ve made
massive steps forward due to the fact that we have
CargoWise in place,” said Mr Stocker.
“CargoWise is a system with tons of configuration
possibilities and lots of modules that could enhance
everyday work, and that will be the next step for us.
We have now laid the foundation to really build on and
progress further on this whole digitalization journey,
so the story doesn’t end here,” said Morten Wegelbye
Holm, Group CIO, LEMAN.
Benefits
Centralized system, one data entry point
End-to-end visibility
Multiple modules, highly configurable
Watch the case study video featuring LEMAN
on the WiseTech website. cargowise.com/
news/leman-take-air-and-sea-operations-
to-next-level-with-cargowise/
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“CargoWise is the most highly qualified
system I have ever seen for global use.
In the past, I’ve used other systems and
they really just offer one functionality.
But with CargoWise, there’s a large team
focusing on every different functionality.
So every function and every module
are developed together, and it makes
the platform stronger and stronger.
It really is a complete system.”
Suki Zhang, Sea Freight Manager, LEMAN
1 8
Our product development strategy
Investment in innovation and product development
remains a strategic priority, and continued our relentless
focus on enhancing our CargoWise application suite.
In FY23, we substantially increased our development
capability to over 1,800 team members focused
on product development, this represents 60% of our
global team. Over the past five years we have invested
over $880 million in R&D, and delivered more than
5,300 product enhancements. This year, our overall
R&D investment increased by 45%, and represents
a reinvestment of 32% of our revenue. This investment
is focused on building integrated software that
enables our logistics customers to improve planning,
productivity, visibility, optimization and control of
their global operations, enabling WiseTech to become
the operating system for global logistics.
Our six CargoWise development priorities are: landside
logistics, warehouse, Neo, digital documents, customs
and compliance, and international eCommerce.
This year, the substantial increase in scale and
development accelerated the release of:
the CargoWise Warehouse Suite, featuring five highly
differentiated, advanced warehouse modalities,
purpose-built for integrated international forwarding
and landside logistics needs.
CargoWise Neo in August 2023, to select customers.
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 FY23, we completed four acquisitions:
Shipamax and Bolero: tuck-in acquisitions which
have extended CargoWise’s digital document and
straight through processing capabilities.
Envase Technologies and Blume Global: strategically
significant acquisitions to support our move into
landside logistics in North America.
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
and rail
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
$261.9m
invested in R&D in FY23
1,130
60%
new CargoWise application
suite product enhancements
of our people focused
on product innovation
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C A S E S T U D Y
NFI
CargoWise amplifies digital processing with Trinium-CargoWise integration
Headquartered in the US
Privately owned
90+ years in operation
Supply chain solutions
“This is a great example of how digital straight-through
processing using the Trinium-CargoWise integration
is helping NFI differentiate itself. By providing customers
with improved data and visibility, customers can make
faster and more accurate decisions, optimizing container
use and delivering tangible benefits across their business
operations,” said Dennis Lane, Managing Director, Trinium.
Benefits
Automated workflows
Greater visibility and optimization
Straight through digital processing
Headquartered in Camden, New Jersey, US, NFI has
solidified its position as a top-tier 3PL company.
As a family-owned and operated business, they have
made it their mission to deliver unparalleled supply
chain solutions to businesses of all shapes and sizes
for over 90 years.
With the integration of Trinium and CargoWise, NFI has
expanded its digital processes with a workflow that
saves costs, reduces risks, and improves productivity
and efficiency – all leading to greater visibility and
optimization for both NFI and its customers.
The journey of digital processing begins in CargoWise,
where container drayage orders are seamlessly
transmitted to Trinium. This integration allows for
real-time updates and milestone tracking, ensuring
complete visibility of container movements from
start to finish. By harnessing the power of these
platforms, NFI empowers not only its internal teams
but also its valued customers with unprecedented
transparency and control.
Jessica Cordero, Vice President of Drayage Operations
and Operations Support at NFI Cal Cartage, explains
the impact of this integration: “Our focus is on
improving connectivity with all partners, including our
internal teams. The Trinium–CargoWise integration
has enabled us to automate several processes
in our Global and Port Services divisions, improving
efficiencies and visibility on both ends.”
The integration also enables Trinium-TMS users
to effortlessly send invoices with supporting
documentation back to CargoWise’s accounts
payable module, creating a seamless transaction flow,
saving time, and reducing the risks associated with
manual data entry.
2 0
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.
Large Global Freight Forwarder 1 rollouts with NTG Nordic
Transport Group, IFB International Freightbridge, EMO
Trans, Kuehne+Nagel (#1 Top 25 Global Freight Forwarder
for a global customs rollout), BBL Cargo, and OEC.
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.
We target global rollouts with the Top 25 Global Freight
Forwarders and the top 200 global logistics providers.
In FY23, we secured further global rollouts, adding six
In addition, two existing customers grew organically
into global rollouts, adding new geographies and users
– these included DB Group and Maersk.
This brings the total number of global rollouts to 47
and demonstrates how our customers grow with
us and how our software becomes increasingly integral
to their operations.
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 rollout
In Production – global and rolled out
In Production – global status achieved organically in FY23
Top 25 Global Freight Forwarder
FRACHT
OIA
TRANSTAR
LOGISTICS
PLUS
SEKO
TOLL
WTC IPO
MAERSK
PENTAGON
FREIGHT
DB GROUP
DHL
DE WELL
HANKYU
HANSHIN
DEUGRO
CARGO-PARTNER
CEVA
SEAFRIGO
OEC
BBL CARGO
KUEHNE
+ NAGEL
EMO
TRANS
IFB
NTG
GEBRÜDER WEISS
NOATUM
EFL
A. HARTRODT
LIGENTIA
YUSEN
MAINFREIGHT
OMNI
LOGISTICS
AIT
WORLDWIDE
LOGISTICS
MORRISON
EXPRESS
EV CARGO
DSV
ROHLIG
GEODIS
JAS
LOGWIN
CLASQUIN
Launch of
CargoWise
HELLMANN
ARAMEX
BOLLORÉ
ASIA
SHIPPING
UPS
FEDEX
CRAFT
MULTIMODAL
BRINK’S
FY06
FY07
FY08
FY09
FY10
FY11
FY12
FY13
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
FY23
Customers have been categorized in the financial year that reflects the later of their CargoWise revenue cohort or global contract signing date
(if applicable).
6 new CargoWise
global rollouts by
Large Global Freight
Forwarders in FY23
2 additional organic
global rollouts
‘In Production’ 1
11 of the Top 25 Global
Freight Forwarders have
signed up for CargoWise
global rollouts
1
See definition in glossary on page 160.
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C A S E S T U D Y
WiseTech Academy:
leveraging online learning
Lavinia Tomescu, WiseTech Diploma
of International Freight Forwarding graduate
Lavinia Tomescu’s path to success
Lavinia Tomescu is proud to be the very first
graduate of the WiseTech Diploma of International
Freight Forwarding. Right from the start, she cultivated
a passion for ongoing learning to support her career
within the logistics industry. The flexibility of online
courses has additionally empowered her to continue
to learn, even as she moves into senior roles.
“I allocate 30-60 minutes of my workday for my personal
learning. Ongoing education is important in any industry,
but it is critical in logistics due to the constantly
changing regulations,” said Lavinia.
“I firmly believe that investing in training strengthens
one of a company’s most important assets: its people.
Personally, being up to date with best practices helps me
continue to be a champion for continued transformation
in our operations,” she said.
Having earned a Bachelor’s degree in Economics
in Romania, Lavinia moved to the US in 2006 where
she embarked on her logistics career. From that point
she undertook several self-driven courses to quickly
accumulate the industry-specific knowledge, skills
and certifications to support her ongoing career path.
Today, Lavinia holds a US Customs Broker license and
she serves as the Director for Global Compliance
at Mid-America Overseas, a global transportation and
logistics provider. Her responsibilities span compliance
management, productivity enhancement, process
improvements, and various other critical initiatives vital
to international freight forwarding. This encompasses
areas like customs compliance, paperless operations,
and data integrity.
“I am a curious person, constantly looking for ways
to improve my knowledge and skill set. WiseTech’s
Diploma of International Freight Forwarding caught my
attention because it was tailored to freight forwarding,”
said Lavinia.
“I wanted to test my current knowledge as well as
find out if I had more to learn – and there was plenty!
I particularly enjoyed Global Customs, Dangerous
Goods, Safety and Security, Transport Logistics
Contracts and Incoterms. The fully online format allowed
me the flexibility to choose when to study and the order
of modules,” she concluded.
About WiseTech Academy
WiseTech Academy empowers people by
providing affordable access to high-quality
online education.
An online Registered Training Organization,
WiseTech Academy offers the learning
resources needed to develop new skills,
advance careers, accelerate productivity,
and manage corporate risk, with a focus
on the supply chain logistics industry.
With WiseTech Academy, individuals and
organizations can:
Learn with purpose
Gain the skills and credentials that will make
you stand out in a competitive industry.
Learn from experts
Programs are designed with industry
experts to ensure people gain the
knowledge and skills that employers are
looking for.
Learn without barriers
Fees for WiseTech Academy courses are
lower than comparable industry offerings.
Find out more at
wisetechacademy.com
2 2
People profile:
success as a
woman in software
engineering
Azadeh Rafati,
Software Engineering Team Leader
What is it about WiseTech that makes us different?
There are so many things that make WiseTech
a great place to be. Company culture is so important.
We’re lucky to have a great culture at WiseTech, and
that comes from so much diversity across the business.
WiseTech highly regards its employees and is
dedicated to supporting their growth and development,
encouraging them to broaden their skills and expertise.
I have been exposed to so many different opportunities
in WiseTech and many different challenges. I love working
with the people here. I can proudly say that I have
so many talented people around me.
I think joining WiseTech is the best decision I’ve made.
I’m very proud to be here. I chose to join WiseTech
because of its reputation in innovation, and also the
commitment to enhancing and improving the logistics
industry. When I look at the impact of the logistics
industry in people’s lives, I feel like we are making
changes that have a lot of meaning.
What do you like about solving complex problems?
As a software engineer, solving complex problems
is fascinating. It enables us to use our innovation
and critical thinking to come up with something new.
And also, our creativity to come up with the best
solution, a solution that not only solves the problem,
but exceeds expectations.
We want to be kept on our toes and keep developing
our skills and our expertise. I think all software engineers
want to do something new, we want to face new
challenges, we want to see how we can apply new ideas,
and new technologies into valuable solutions.
What’s the most exciting problem that you’ve
worked on?
There have been so many! The very first one that I feel
proud of is carrier shopping. This solution helps our
customers and freight forwarders to shop for their
carriers based on certain criteria, for example cost
or route. Based on various factors, they can pick the
carriers that they want for their cargo. It’s been a project
that we have worked on over the past few years and
continue to enhance in collaboration with our customers.
What makes the logistics industry interesting?
The logistics industry has a real impact on people’s lives
and we can clearly see that. As a software engineer,
when I make a change, I can immediately see the impact.
For example, improving delivery estimates optimizes
the supply chain, and you can see the direct impact
on consumers – getting their goods on time. Seeing that
impact has a lot of meaning to it, you’re making real
changes and improvements, and at the same time,
directly impacting the world.
Building your skills is really important to you, how has
WiseTech supported you in developing your learning
and skills?
WiseTech supports learning and development in different
ways. When you join WiseTech you will go through
a six-month rotation program. At first glance, it might
look like, oh boy, I need to try three different teams!
But then I realized that this is the best for us because
it gives us an opportunity to rotate across different
teams. And at the end you decide which team you want
to be in.
Three years ago, I was offered to go through the Black
Belt in Thinking course, which was such an amazing
course and I learned so much about critical thinking
and decision making.
We also have learning opportunities through LinkedIn
Learning, and other online resources, internal workshops
and mentoring programs, developer to developer
sessions, and our leadership program too, which
is amazing. Sometimes as a leader, you believe that
you’re doing well, and you might be doing well, it’s just
that there is always room for improvement.
Why do you think an experienced software engineer
should consider joining WiseTech?
As an experienced engineer, you want to have the
opportunity to be exposed to lots of challenges and
have lots of new things to learn. The logistics industry
is a complex and constantly evolving field, which brings
so many new things to do and so many new challenges.
If you’re an experienced software engineer and you want
to constantly learn something new, and you want to
ensure that your development skills and your expertise
are going to grow, you need to know that WiseTech
is here. And WiseTech is incredibly successful, stable,
and committed to employees – and you can see how
many people have stayed here for over 20 years!
What is your favorite WiseTech mantra?
Anyone can talk to anyone at any time for any reason.
It gives you the power not to be afraid. If you have
any questions for anyone – it can be our CEO Richard
White – you’re more than welcome to go and ask.
This is amazing.
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Sustainability Report
Approach to sustainability
Our sustainability ambition is to be a force for good; improving productivity,
connectivity and resource usage across global supply chains.
During the year, we developed a Sustainability & ESG
framework which sets out our strategic objectives
in three impact priority areas. These are underpinned
by strong foundations and enablers.
Our framework sharpens our focus on the impact priority
areas of tech education, people and culture, and net zero
carbon. For WiseTech, these are both value drivers for our
business and important, long-term challenges for which
WiseTech can help lead and drive solutions. It is also
designed to embed sustainability across our business
through the foundational principles and ensure enablers
are in place to improve our long-term sustainability.
Sustainability & ESG framework and strategic objectives
Tech education
People & culture
Net zero carbon
Impact
priorities
Our tech education initiatives
build skills and passion for
creative problem solving,
and a pipeline for our
future workforce
We attract and retain the
best talent, and our high
performance culture
supports diversity
and inclusion
Our global operations are
net zero carbon and our
products support customers
to reduce emissions from
global logistics
Responsibility
Impact
Foundations
We operate with integrity,
security and effective
governance, customers
trust us, and sustainability
is integrated into decisions
and actions
We are a force for good and
actively work to maximize
positive impact for us,
our stakeholders and
the planet
Transparency &
engagement
We transparently disclose
our performance, and
engage and collaborate to
achieve the best outcomes
Enablers
Principles & policies
Risk management
Measurement
Stakeholders
Employees
Customers
Investors
Suppliers
Community
partners
Government
& regulators
Industry
associations
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The priority impact areas map to the four pillars we use in
this report to communicate our sustainability performance:
Our People, Community, Environment and Marketplace.
Key ESG topics
Each year, we conduct a materiality assessment in
line with the Global Reporting Initiative Standards
(GRI Standards) to identify the sustainability issues
that are most important to our stakeholders and
the long-term sustainability of our business.
This year, we conducted a comprehensive
materiality assessment. We engaged directly
with stakeholders to identify and prioritize key
ESG topics.
Bolded topics in the table below represent the
areas which are most important to our surveyed
stakeholders and our business. Our performance
in these areas is discussed in the relevant sections
in this report and the Corporate Governance Statement.
Our management approach to these topics is set out in the
Sustainability section of our website.
E
L
P
O
E
P
R
U
O
C O M M U NITY
Tech
education
People &
culture
Net zero
carbon
MARK E T P L A C E
E
N
V
I
R
O
N
M
E
N
T
O U R P E O P L E
C O M M U N I T Y
E N V I R O N M E N T
M A R K E T P L A C E
Diversity and
inclusion
Health, safety
and wellbeing
Learning and
development
Talent attraction
and retention
Community
engagement
Climate change and
decarbonization
Business continuity
and resilience
Education and
skills
Responsible
sourcing
Environmental
management
Data security
and privacy
Fair and ethical
business
Products and
customer
We manage our impacts across a broad spectrum
of ESG topics, to meet both regulatory requirements
and stakeholder expectations. As we expect these
issues to evolve over time, we are committed
to periodic reviews of our ESG topics and continue
to regularly engage with our stakeholders.
Stakeholder engagement and
industry participation
Stakeholder engagement is key to our approach
to sustainability. We have a number of different
stakeholders we engage with in various ways on
a regular basis. We also continued to partner with
industry associations around the world during the year.
To read more about how we engage with our stakeholders
and our industry association memberships, visit the
Sustainability section of our website.
Sustainability governance
WiseTech’s Board Charter sets out 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 reflects 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.
2 6
The Board and its committees were updated on
sustainability-related matters during the reporting
period. Discussions this year covered topics including
data privacy and security, talent attraction and
retention, diversity and inclusion (D&I), climate change,
and WiseTech’s sustainability disclosures.
The Chair and CEO 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.
This year, we developed new Sustainability and
ESG Principles, which guide how we integrate ESG
considerations into the way we work and support
the delivery of our Sustainability and ESG framework.
Adopting the approach set out in our principles
embeds sustainability considerations into our
decision making and operations, contributing to a
more sustainable future and creating long-term
value for our stakeholders.
WiseTech’s Sustainability and ESG team reports to
the Chief Financial Officer. Day-to-day management
of sustainability-related risks and opportunities is
coordinated by the Sustainability & ESG Team and led
by the Senior Management Team and relevant business
leaders. The Audit & Risk Committee also monitors
these risks and opportunities as part of the Enterprise
Risk Management process.
A number of cross-functional working groups, covering
topics including climate resilience, D&I, modern slavery,
information security and education, support further
progress in our sustainability agenda.
WiseTech’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.
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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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 2022 to 30 June 2023.
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
wisetechglobal.com/who-we-are/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 your feedback. For more information or to provide comments, please contact us at
sustainability@wisetechglobal.com
2 8
Our People
Our people are the heart and soul of WiseTech and the driving force of our strategy.
Our workforce
We are a global, diverse business and we are growing
in a sizeable way every year.
Our focus on bringing in new senior software engineers
and people with technical skills, coupled with the
strategic acquisitions of Blume and Envase, saw our
overall team size grow by 53% to 3,026 talented people
across 58 offices around the world at 30 June 2023.
In addition to our new colleagues from Blume and Envase,
we welcomed 622 new hires during FY23. We focused on
hiring senior software engineers into our core technical
hubs in Australia, China, USA and India to support future
growth and innovation. At the same time, we are building
the next generation of leaders and mentors to support
the development and growth of our future interns and
students. Our total employee turnover rate remains
low at 7.8%, down from 11.8% last year, with a voluntary
turnover rate of 6.0% this year, down from 9.7% in FY22.
We are proudly a product-led business. This year,
we saw the number of our people working in product
design and development roles grow by more than half,
growing to account for 60% of our workforce.
More than half of our people are based in the Asia
Pacific region, with strong hiring into our Nanjing tech
hub this year. The number of employees based in India
and the United States also grew as our new colleagues
from Blume and Envase joined the WiseTech team.
“Coming from a different culture,
I’ve always felt welcomed and
accepted at WiseTech. You don’t feel
judged because you speak a different
language or because you’re from
a different background. WiseTech
makes people feel comfortable,
which means you actually perform
better and can be the best version
of yourself.”
Andy Li, Senior Software Engineer
Female representation across our workforce was up from
30% to 31% of our overall workforce. See the Diversity
and Inclusion section of this report for more information.
F Y 2 3 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
1,375
437
Technical & product support
266
186
General & administration
290
254
1
Sales & marketing
147
70
0
500
1000
1500
2000
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 3
2 9
W O R K F O R C E B Y R E G I O N
FY22
FY23
Asia Pacific
1,175
1,823
Europe, Middle East & Africa
Americas
243
561
648
555
0
500
1000
1500
2000
F Y 2 3 W O R K F OR C E B Y A G E
<30 years
30-50 years
>50 years
18%
24%
58%
Talent attraction and retention
At WiseTech, our people are one of our greatest
assets and are an integral enabler of our strategy.
The rewarding nature of the work our people do,
combined with our supportive culture, means we are
able to attract and retain talented and curious minds.
Working at WiseTech provides an opportunity to solve
complex problems facing the logistics industry,
an important industry which has a real impact on people’s
daily lives around the world. Working to solve these
real-world challenges is repeatedly raised by our team
members as a reason they enjoy working at WiseTech.
Our team members also tell us they value the flexibility
WiseTech provides, both in terms of career development
and working pattern. 95% of 2023 Pulse engagement
survey respondents said they can work productively
in their current hybrid working environment. Our flat
hierarchy and inclusive culture are also highly valued,
with nearly 90% of survey respondents saying WiseTech
values diversity and inclusion.
We continued our proactive, ‘always on’ hiring approach
to recruitment this year.
We saw strong growth in inbound job applications,
which we attribute to our expansion into new markets
and employer brand marketing campaigns. Interest from
high-value tech talent in becoming a part of our growing,
profitable business continued, with 622 new hires
joining WiseTech during FY23. We’re building on strong
foundations as we continue to grow, retaining team
members with a low voluntary turnover rate of 6%.
Despite the seemingly favorable market conditions
due to redundancies and hiring freezes in the global
technology industry, we remained firmly focused
on hiring for retention and quality over quantity.
We maintained high levels of employee engagement,
as monitored through our employee pulse survey
in January 2023. Results were shared with the whole
company and in-depth feedback was shared with
leaders to support the continuous improvement
of our employee experience.
To read more about our management approach
to attracting and retaining talent, please visit the
Sustainability section of our website.
Employee equity
We recognize the important role remuneration plays
in both attracting and retaining talent. We focus on
motivating and retaining our people in a sustainable
way for our business through a mix of cash and equity
remuneration to cultivate a long-term value-creation
mindset. To learn more about our remuneration
framework, please read our Remuneration Report.
As at 30 June 2023, our employee equity plan has
covered employees in over 25 countries. The plan
was opened to employees based in China during FY23.
Excluding our recent acquisitions of Blume and Envase,
85% of our employees held shares or share rights as
at 30 June 2023. Employees from Blume and Envase will
be eligible to join our employee equity plan during FY24.
3 0
“It’s a really fun working environment
where I get to collaborate with other
people who also enjoy coding and
programming. They give us real
projects to work on, so I really feel
like I’m learning things at WiseTech
that I can use at uni and in my work.”
Shenaya Mirando, Associate Software Engineer
Earn & Learn Program
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 3
3 1
“I think what makes us different in terms
of what we do versus other businesses
is that we offer the opportunity to really
build your career and make it what
you want to be. For example, every
new technical person who comes
in goes through our six-month rotation
program and gets to explore different
teams. That’s not something that every
company gives people a chance to do
but it helps people find where in the
business they want to be and we, as
a company, are willing to put that time
into them.”
Fi McNicoll, People and Talent
Operations Leader
During the period this provided thousands of schools
with information about WiseTech, our student programs,
and careers in technology. We again supported BiG Day
In and BiG Day In Junior career events as a Titanium
sponsor. During the year, more than 3,250 students
from across Australia had the opportunity to learn
about careers in technology and get a feel for university
life by attending career events at local universities.
WiseTech interns and team members attended these
events and presented to attendees, helping inform
students who are making decisions about their future.
These events provide an opportunity to promote our
internship and Earn & Learn programs.
Our Shape Your Career campaign this year focused
on WiseTech as an employer of choice for tech talent.
Combined with a wider ramp-up of our recruitment
activity, we saw a significant growth in the number
of unique and overall user visits to the careers and job
openings pages on our website and a significant uplift
in job applications to WiseTech following the campaign.
We also continued our partnership with Xceptional,
a recruitment agency specializing in neurodivergent
talent. Working with Xceptional has enabled us to
effectively hire talented neurodivergent team members
who have brought a unique set of skills and perspectives
to our teams, in turn helping us become a more inclusive
and innovative workplace.
Attracting the best and the brightest
We continued to work closely with high-ranking
universities to support talented technology students
to gain experience in industry and build our brand
awareness as an employer of choice. During the
year, we had partnerships with universities in place
at our three main development hubs in Australia,
China and India.
We also launched our new Earn & Learn program,
which combines work at WiseTech and part time
university study.
While working at WiseTech, students study a specially
crafted blend of University of Technology Sydney
(UTS) coursework, content delivered through our own
WiseTech Academy, and on-the-job training, leading
to the completion of a Bachelor of Computing Science
degree in four years.
Through this program, we are supporting computing
undergraduates to hit the ground running by combining
academic theory with real-world application
in a work setting.
Students who complete the program receive a competitive
salary, a superannuation contribution, and an annual grant
of remuneration equity, and participate in a bonus scheme
which is attached to academic performance. They are
also given access to a range of benefits including mentor
programs, learning platforms, personal wellness tools and
flexible working practices.
Our first cohort of 30 students joined our
business in 2023, and our ambition is for
the program to expand considerably in
scale over the coming years.
In addition to our Earn & Learn students, we hosted more
than 20 student interns during the year in our Sydney
and Nanjing offices who came to us independently or via
university partnerships. Interns at WiseTech are placed
into our main rotations program to build experience
across different teams before being carefully embedded
into a team and provided with mentoring. To learn
more about our innovative rotations program, visit the
Sustainability section of our website.
Many interns go on to join WiseTech, making this an
important pipeline for future talent. This year, 13 former
interns became employees of WiseTech.
We continued with partnerships to raise awareness
of WiseTech with high-potential young programmers
at university level through the UTS Tech Fest and UTS
Programming Society, as well as the International
Collegiate Programming Competition (ICPC).
To reach high school students we continued our
membership of Explore Careers, a student careers
platform used by careers advisors and teachers.
3 2
Beyond our product design and development team this
year we continued to develop our Graduate Program
for accountants within our Finance team. The program
builds comprehensive knowledge and skills in finance,
as well as the skills and tools required to succeed
in the workplace. Participants in the program rotate
through various teams in the Finance department
every six months over a three-year period.
Hybrid working
We continue to operate a hybrid rhythm for our teams
globally. Our approach is less about ‘doing a day’s
work in the office’, and more about coming to the
office with purpose – creating opportunities for team
members to connect with their teams and integrate
into our culture, to enhance learning and development
opportunities, and facilitate collaboration.
Productivity of our product development teams has
remained high over the year as we continued our
hybrid working approach. We first noticed an increase
in productivity when remote working began at the start
of the COVID-19 pandemic, and this continued during
FY23 based on the number of coding units completed
and checked in to our code store.
We create meaningful reasons to encourage people
to want to come into the office, such as for code review
sessions for our software developers, mentoring,
business updates from senior leaders, and more
informal activities to foster social interaction and
personal wellbeing.
During the year, we focused on creating office
environments that support engaged and productive
teams. We completed 12 moves from traditional
long-term leases to flex spaces around the world.
These spaces prioritize community-making through
wellness spaces, event programs and cafes,
while providing appealing work environments
with flexibility to scale.
“There are so many talented people
here. You get the opportunity to learn
something new from all different people,
whether it’s technical, communication
skills, leadership skills, you get to learn
something new every day.”
Pouya Abadi, Software Engineering
Team Leader
Learning and development
We have a strong learning culture at WiseTech and we
are not afraid to develop and push ourselves to be
better. We pride ourselves on our culture of learning,
collaboration, and continuous development and we work
hard to improve ourselves, our colleagues, our teams,
our products, and our business. 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.
To read more about our management approach
to learning and development at WiseTech, visit the
Sustainability section of our website.
During the year, our people across Australia, China, India,
Philippines, Singapore, and the United States participated
in leadership training programs. We launched our new
leadership program, Leadership Foundations (LeaF),
which combines our previous leadership programs into
one. The program is designed for people who have been
in leadership roles for less than five years and is focused
on developing essential leadership skills to build and
run strong teams.
Key elements of both technical and leadership training
at WiseTech are delivered through peer-to-peer
mentoring. We train people in how to mentor colleagues,
which enhances effective onboarding of new technical
team members and acts as a stepping stone towards
leadership roles for existing team members. This year,
100 team members completed our mentor training
program across locations including China, Europe,
India and Australia.
When new developers join WiseTech, they rotate through
three different teams during their first six months.
This provides the opportunity to learn more about our
business, and also helps new hires find the area best
suited to their skills and abilities. This year, over 300
software engineers and product specialists took part
in the rotations program.
We are committed to providing our people with
opportunities to expand their knowledge and learn new
skills. This year, more than 25,000 training hours were
completed by WiseTech team members, an increase
of nearly 30% on FY22. This included:
more than 2,000 hours spent by team members
on courses that teach logical thinking to problem
solve or enhance productivity
over 2,800 hours of self-paced learning via
LinkedIn Learning
online mental resilience training to over 100 team
members through specialist provider Ripen,
including to our undergraduate employees who
are part of our Earn & Learn program
piloting new beginner and intermediate English
language workshops with team members based
in Asia, Europe and South America, with a focus
on conversational English skills.
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 3
3 3
We strengthened training to support diversity
and inclusion during the year.
This included a bespoke half-day training course for
team members from recruitment, training and product
teams to support neurodiversity in the workplace.
We updated our Managing Bias in People Decisions
course and made this available on our WiseTech
Academy platform, opening access beyond People
Leaders to all team members. This year, completion
of this course became mandatory for People Leaders
and our People and Talent teams. Read more about
diversity and inclusion below.
Diversity and inclusion
We know that diverse teams unlock innovation, allowing
us to find and solve deep problems for the market and
for our customers. We want everyone within the global
WiseTech community to feel welcomed, valued and
able to bring their authentic selves to work.
To read more about our approach to diversity
and inclusion (D&I), visit the Sustainability section
of our website.
Our work on D&I is guided by our D&I Principles and
supported by an internal cross-functional working
group which includes executive sponsors from our
Senior Management Team. Our People & Remuneration
Committee oversees D&I at WiseTech, including
gender pay equity, gender diversity in the workforce
and organizational practices in support of diversity
and inclusion.
This year, we introduced a dedicated D&I section
on our intranet where our people can access information
about our approach to D&I in multiple languages and
resources about D&I from our partner organizations
including Pride in Diversity and Pink Elephants.
Throughout the year we also recognized and elevated
the many ways in which our global workforce
is diverse through initiatives including:
hosting workshops across multiple time zones
to help team members learn how to be an ally
for the LGBTQ+ community and promote safety
and inclusion in partnership with ACON’s Pride
in Diversity
recognizing Neurodiversity Celebration Week
by sharing resources to help our people increase
their understanding and work towards creating
an inclusive workplace environment for those
who are neurodivergent
an internal communications campaign to drive
better cross-cultural communication by sharing
practical tips and webinars on indirect and
direct communications and navigating common
differences across cultures.
3 4
Gender
Gender balance is a focus area of our D&I work.
Both software and logistics are male-dominated
industries which present challenges in increasing the
representation of women in technical and senior roles
in our business.
Female representation across our business increased
across all functions this year. Overall female
representation grew by 1% this year to 31%. Our product
design and development, technical and product support,
and general and administration functions increased
representation by 2%, and by 3% in our sales and
marketing function. We also increased our hiring rate for
females, up by 3% this year.
Our gender targets were to reach female representation
of 30%+ on the Board, 20%+ of senior managers and
30%+ of our workforce. This year, 31% of senior managers 1
were female, with 31% female representation across our
overall workforce. The percentage of female Directors
reduced to 29% during FY23 as a consequence of
retirements from the Board. The Board will take this
gender diversity objective into account in assessing
future recruitment plans.
Our target for female representation at senior manager
level has increased to 30%+ for FY24 onwards.
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.
We have undertaken internal pay equity analysis since
FY20 and lodge our annual gender data and metrics
with the Australian Workplace Gender Equality Agency
(WGEA) which is available at wgea.gov.au
We are focused on ensuring gender pay equity across
roles. This year, we continued to provide transparency
of pay budget review spend by gender for People
Leaders as part of our pay review processes, and
allocated a dedicated budget to support leaders
in addressing identified pay equity gaps. We remain
focused on decreasing our pay gap and working
to increase female representation in our industry.
Implementation of our policies related to D&I continued
this year. During this year, our Paid Domestic and Family
Violence Policy was introduced in 10 further locations,
and we saw an increase in the number of people
taking Parental Leave.
We became a Workplace Program Partner of Pink
Elephants, an Australian charitable organization
supporting early pregnancy loss and miscarriage.
We hosted a panel discussion with Pink Elephants
on pregnancy and infant loss awareness, exploring the
prevalence of these types of loss, and the deep and
different ways they might impact a person.
We continued to raise the visibility of our female team
members globally to highlight to other women the
opportunities at WiseTech. Our content showcased
WiseTech team members of all genders, seniorities and
functions to inspire women who may be considering
joining the tech industry. Around International Women’s
Day, we profiled female WiseTech team members from
around the world who shared their stories about why
they chose a career in technology and how we can get
more young women into tech careers.
This year, we became sponsors of the Women in IT
society of the University of New South Wales (UNSW)
based in Sydney, Australia. The sponsorship includes
careers fairs, career guides and a mentoring program.
The sponsorship allows us to raise WiseTech’s profile
among female IT students and connect us with
high-potential graduate talent.
“It’s a real privilege to be a mentor
in Women In IT’s 2023 Empowerment
Mentoring Program. The thoughtfulness,
curiosity, and eagerness to learn displayed
by the students left a lasting impression
on me.”
Alison Caldicott,
Head of Marketing & Digital
1 Senior managers are determined by assessing the role, scope and
responsibilities of manager with reporting levels CEO-1 and CEO-2.
Improved data access has enabled refinements to the population being
measured. This methodology was updated in FY23. See Corporate
Governance Statement on page 56 for updated FY22 data.
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3 5
Health, safety and wellbeing
At WiseTech, safety is everybody’s responsibility.
We take safety in the workplace seriously and work
to ensure the health, safety and wellbeing of all
our people.
To read more about our approach to health, safety and
wellbeing, visit the Sustainability section of our website.
During the year, we embedded our Workplace Hazards
and Incidents process as a critical Work Health Safety
(WHS) system.
Through this system, all team members can raise incidents
or hazards they may identify within the workplace,
which includes our offices, at home, working remotely
in other locations or when traveling for work purposes.
Where incidents or hazards are identified, investigations
are conducted, and preventative and corrective actions
are identified and managed through to completion.
We’re committed to providing a safe workplace for
our people. This year, we refreshed our People Leader
training on workplace behavior, psychosocial safety and
inclusion. Our Directors also completed psychosocial
safety training this year.
We maintained our focus on employee wellbeing this year.
We marked World Mental Health Day by celebrating how
our people protect their mental health and introduced
Wellness Wednesdays for team members in our Sydney
HQ, with activities such as meditation and yoga sessions,
pottery workshops and nutritious brunches.
As part of a range of team member activities for R U OK
Day, an annual national campaign in Australia in support
of mental health and suicide prevention, we held
a ‘Coffee and Connection Break’. During the session,
team members were provided with tips and tools to have
meaningful conversations about our mental health.
We continued this theme by holding virtual global coffee
breaks throughout the year. Led by our Wellbeing Working
Group, the sessions provided an opportunity for team
members to get to know others around the world in a fun
and relaxed setting.
Our Employee Assistance Program (EAP) provider
delivered a series of wellbeing webinars for our people
around the world, covering topics including hobbies for
mental and physical health, making connections in work
and life, and tips for taking care of your body during the
workday by doing deskercise.
3 6
Community
Making a positive contribution to society is at the core of WiseTech’s DNA.
“WiseTech is a company that creates enormous value. The purpose of a company
can’t be just profit, it’s got to be something more meaningful. Our social responsibility,
particularly around education, is beneficial to society but also for WiseTech’s long term.”
Richard White, Executive Director, Founder and CEO
Tech education
Tech education is one of three sustainability impact
priorities for the business.
The strategic objective for our tech education
initiatives is to build skills and passion for creative
problem solving, and a diverse pipeline for our future
workforce. We believe digital literacy is essential for the
employability of tomorrow’s workforce in an increasingly
digitized economy. This matters for the continued
growth and success of WiseTech and for the careers
of the next generation.
During the year, we continued our partnership with
Grok Academy, an Australian not-for-profit educational
organization. Through this partnership, WiseTech
contributes 1% of pre-tax profits to Grok Academy
annually. Grok Academy’s mission is to educate all
learners in transformative computing knowledge,
skills and dispositions, empowering them to meet the
challenges and seize the opportunities of the future.
Our partnership with Grok enables us to:
make the Grok Academy learning platform
completely free for all learners and teachers
in Australia, widening access to all classrooms
across the country and overcoming budgetary
hurdles for many schools; and
support the development of a next-generation
technology platform and content to meet the
varied and evolving needs of diverse learners
and educators.
During this financial year our funding was primarily
used by Grok to expand its workforce of educators and
developers to maintain, grow and promote the existing
online learning platform. Next year will involve research
and development for the next-generation learning
platform, including engagement with key stakeholders
in the education system, government and not–for-profits
in the education space.
Since access to the Grok Academy learning platform
was made free through our sponsorship of Grok, there
has been an notable increase in the number of students
using the platform. During the first half of the 2023
Australian school year, there was a 78% increase
in the number of students accessing Grok Academy.
The number of participating institutions was 54% higher,
and 50% more teachers were using the learning platform
during this six-month period compared to the same
period in 2022.
We continued our long-standing support of the NCSS
Summer School, a summer residential program in both
Sydney and Melbourne for senior high school students
with a strong passion for computer science which is run
by Grok Academy. Our sponsorship enables the program
to run at low cost for students and their families and also
involves WiseTech developers as industry mentors.
In January, we hosted a half-day site visit in our Sydney
office for over 60 students on the NCSS Summer School,
supported by WiseTech volunteers from across our
business. WiseTech Founder and CEO Richard White
addressed the students about his journey into tech and
shared his advice with the group, before students took
part in a logistics-themed challenge and chatted with
WiseTech team members over lunch.
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 3
3 7
Social enterprise procurement
We are committed to maximizing our positive impact and
embedding sustainability across all areas of our business.
One of the ways we can have a positive impact is through
our purchasing decisions. During the year, we spent more
than $64,000 on services with social enterprise suppliers
in the community in which we are headquartered.
This includes working with purpose-driven suppliers
to provide some of our everyday services.
Catering is a part of our everyday operating costs, and
working with social enterprise providers is a simple way
to deliver positive social impacts in our key communities
by using our spend for good.
In early 2023, we began working with Two Good Co and
Plate it Forward to provide monthly event catering in our
Sydney office. Both organizations are social enterprises
– a special type of business which trades for social
or environmental purposes. Both businesses train and
employ vulnerable and marginalized people across Sydney,
with a respective focus on women experiencing domestic
violence and refugees. They also donate high-quality
meals to people in need across Sydney and internationally.
During the year we ran two team member Lunch and Learn
events at our Sydney office, providing an opportunity
for hundreds of team members to hear directly from the
founders of both organizations and ask questions about
their mission, and how we work with their businesses.
Our ambition is to seed this approach through our
global team moving forward.
Team member charitable donations
WiseTech recognizes the importance of giving back
to the community and supporting those in need.
During the year we partnered with Ripen, one of our
training providers, to collect and donate over 300 gifts
and toys to St Vincent de Paul Society-operated refuges
for women and children escaping domestic violence
or experiencing homelessness.
We continued to match donations made by team
members to charities providing humanitarian support
in response to war in the Ukraine. During the period we
donated over $43,000 to the United Ukraine Appeal,
matching the value of team member donations.
3 8
Environment
We design products that improve productivity, connectivity and resource
usage across the global supply chain and are committed to minimizing the
environmental impact of our operations.
We continue to invest in research and development
to deliver efficiencies that reduce the environmental
footprint of our customers. This includes the ability
for our customers to utilize our cloud-based, centralized
data centers, removing inefficient self-hosted energy
intensive environments, and CargoWise software
updates that streamline customer logistic routes.
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 progress
We remain committed to achieving net zero global
operations 1. We continued to explore opportunities
to switch to low or no emissions electricity and onsite
renewable generation at our larger sites during the year,
and this work is ongoing.
This year, we have expanded our emissions inventory
to include Scope 3 emissions from business travel,
employee commuting and working from home.
This is an important step on our net zero journey
which improves our understanding of, and enables
us to identify opportunities to reduce, emissions across
our value chain.
“I also very strongly believe
in climate change and I would
like to do what I can to solve it,
and that’s a very difficult task
for any one person. So if the best
contribution that I can make
with my skills and my time is to
optimize the transport industry,
which is one of the biggest
contributors, then I’m happy
to do that. That’s something I’m
proud to say I do.”
Jacob Dunk,
Software Engineering
Team Leader
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 3
3 9
In FY23, our Scope 3 emissions were 4,585 tCO2e.
These emissions were from business travel, employee
commuting and working from home.
Our focus moving forward is to continue to develop
our Scope 3 inventory, while identifying opportunities
to reduce emissions across our value chain.
See our Performance data tables on page 48 for our
complete GHG inventory.
Offsets
We offset our FY23 Scope 1 and 2 emissions using
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.
More information about the offsets we purchased can
be found in the Sustainability section of our website.
We offset 100% of Scope 1 and 2
emissions and have set a pathway
to achieve net zero global operations
Emissions 1
Our FY23 Scope 1 and 2 (market-based) GHG
emissions from our business operations were 3,381
tCO2e, an increase of 3% on FY22. The majority of our
emissions continued to come from electricity used
to power, heat and cool our data centers and offices.
Our Scope 2 emissions remained steady in FY23,
growing by 2% on FY22. Electricity consumption
increased in our data centers in Australia and the
United States to meet our growing business needs.
Electricity consumption continued to be the largest
contributor to our operational emissions footprint.
Our Scope 1 emissions represented 7% of emissions
from our direct operations in FY23. We continued
to develop our emissions inventory this year, with
improved reporting of fuel use accounting for an increase
in Scope 1 emissions.
We measure our emissions intensity as Scope 1 and
2 tCO2e per $M dollar (AUD) of revenue generated.
This year, as our business continued to grow and revenue
increased while our overall operational emissions
remained steady, our emissions intensity reduced from
5.20 tCO2e in FY22 to 4.14 tCO2e this year.
This year, we began the journey of measuring our Scope 3
emissions in accordance with the Greenhouse Gas (GHG)
Protocol Corporate Accounting and Reporting Standards.
We begin with reporting emissions in selected Scope 3
upstream emissions categories, which are indirect GHG
emissions related to the production of the goods and
services we purchase.
F Y 2 3 G H G EM I SS I O N S (t C O 2 e)
S C O P E 1 & 2 E M I S S I O N S B Y S O U R C E
Scope 1
Scope 22
Scope 33
FY22
FY23
3%
39%
58%
Electricity
Diesel
Natural Gas
Gasoline
0
1000
2000
3000
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.
2 Market-based emissions.
3 Emissions from business travel, employee commuting and working from home.
4 0
Energy
During FY23, we operated or leased 58 offices and
workspaces across nearly 30 countries around the world,
including three data centers in Australia, the United
States and Europe.
Our total energy consumption during FY23 was
7,542MWh or 27,152 gigajoules, up 10% on FY22.
Indirect energy in the form of electricity, heating
and cooling was again the greatest source of energy
consumed to operate our business, accounting for 86%
of energy consumed. Electricity consumption increased
in FY23 by 8%. We continued to see an increase in the
number of people returning to work in our offices around
the world following COVID restrictions, which resulted
in increased energy consumption in some locations.
We continued to improve our data collection and
calculation methodologies. This year, we have used
proxies and data extrapolations to create a more
fulsome energy consumption record for sites in which
electricity-based heating and cooling occurs.
We use natural gas to heat some of our buildings and
water, diesel to run backup generators, and gasoline and
diesel to fuel company-owned or operated vehicles, and
this accounted for 14% of our energy consumption during
the period. Reporting improvements account for the
increase in stationary diesel use this year. Transport fuel
consumption for vehicles which WiseTech Global owns
or operates in its European businesses has increased
slightly on FY22, with a minor decrease in diesel fuel
offset by an increase in gasoline fuel.
We remain committed to increasing our purchase
of low or no emissions sources of electricity across
our operations over time to reduce emissions, alongside
initiatives to improve our energy efficiency.
This year, 10% of our electricity was sourced from
renewable or no emission sources. The majority
of this renewable electricity is used at our data center
in Europe, which uses 100% renewable electricity.
Waste
This year, the main sources of waste for WiseTech again
included electronic equipment used by our employees
in offices, office waste, and packaging.
During the period we recycled almost 6,000kgs
of e-waste from our offices in Melbourne, Sydney and
York. This included laptops, PCs, monitors and servers.
An additional 1,224kgs of equipment was refurbished
for reuse.
This year, we undertook a waste audit to better
understand the waste footprint for our Sydney
headquarters. The audit provided insights into the
quantity and types of rubbish typically produced
in a day by team members in our office floor and
kitchen bins. We used the insights gained from the
audit by bringing in an additional recycling service,
modifying bin locations and installing signage to improve
waste separation and reduce waste going to landfill.
The insights will also be used to design an internal
communication campaign to build team members’
understanding about waste disposal and recycling.
Our e-waste recycling partnership
reduces waste to landfill and drives
reuse of equipment
Environmental compliance
As a software business in the IT sector, our environmental
footprint is relatively low compared to other industries.
We continued to monitor and manage existing and
emerging risks that our business activities may pose
to the environment. We are subject to federal, state
and local regulations and laws globally, and we have
procedures in place to ensure that we are compliant
with applicable environmental regulations in the
jurisdictions in which we operate.
There were no significant instances of non-compliance
with environmental laws during the reporting period.
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 3
4 1
4 2
Marketplace
We strive every day to build products that surprise and delight our
customers and empower their success.
Data security and privacy
WiseTech places information security at the forefront of
its operations and culture, recognizing that safeguarding
sensitive information is not only a legal and regulatory
obligation but also a fundamental responsibility to our
customers, employees and stakeholders.
We prioritize continuous education and training for our
workforce, deploy state-of-the-art security technologies,
conduct regular risk assessments, and maintain robust
incident response protocols to ensure a resilient and
proactive approach to addressing cyber threats and
maintaining the trust of those we serve.
We have a structured, proactive approach to managing
information security risks, using a strong internal set
of data protection controls. These include access
controls, encryption, network segregation, network
traffic inspection and secure storage. This is overlaid
by a program of continuous monitoring, collection
and secure storage of audit and access logs, patching,
threat protection and vulnerability detection processes.
Our architecture philosophy is founded upon the
principles of defense-in-depth, proactive threat
mitigation, continuous monitoring, and a risk-based
approach to safeguarding data and systems.
We prioritize the implementation of robust security
controls, adherence to industry best practices,
and a culture of security awareness to ensure the
confidentiality, integrity, and availability of our
organization’s critical information assets.
During the period, our Board Directors were kept
up to date via monthly reporting on key metrics,
compliance and projects, and via biannual presentations
on information security.
This year, we continued to hold quarterly meetings
of our Information Security Committee (ISC).
Co-chaired by CEO Richard White and our Head
of Information Services, during ISC meetings members
review internal and external environments that may
affect our business or our customers, and establish
strategies and objectives to meet current and new risks.
The Committee also regularly reviews industry trends,
legislative and regulatory changes, and information
security threat intelligence updates. Our threat
intelligence is gathered from a variety of different
sources including our partnership with the Australian
Cyber Security Centre (ACSC) and its Cyber Threat
Intelligence Sharing (CTIS) program.
We manage risks associated with cybersecurity threats
via our Enterprise Risk Framework, in alignment with
ISO 31000 (Risk Management). Our Information Security
Risk Management Framework guides the assessment
of risks and associated controls by systematically
identifying potential threats and vulnerabilities,
evaluating their potential impact on our organization’s
assets, and determining the appropriate risk
response strategies.
Through a collaborative and iterative process,
we prioritize risk treatments, implement effective
controls, and regularly review and update our security
measures to adapt to evolving threats and ensure the
ongoing protection of sensitive information and systems.
In FY23, we maintained our ISO 27001 information
security management systems certification and
successfully achieved SOC 1 and SOC 2 attestations.
We align to the NIST Cybersecurity Framework, OWASP
and ACSC Essential Eight, and to standards published
by the Center for Internet Security (CIS). These highly
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 3
4 3
Our Incident Management Procedure governs the logging,
monitoring, escalation and resolution of incidents.
Implementation of this process is supported by incident
management plans and playbooks. Critical systems are
tested regularly to ensure we can meet and respond
to critical incidents. In the case of major incidents that
could disrupt activities for an unacceptable period
of time, a Disaster Response Plan as part of the Business
Continuity Plan may be put into action by WiseTech’s
Disaster Recovery Team.
Product innovation
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.
Innovation and productivity are key areas of focus
for the business. During the year 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 45% to $261.9 million, reflecting
an expected step up in R&D investment and hiring
for future growth. As a result of our significant
R&D investment we delivered 1,130 new product
enhancements on the CargoWise application suite.
This year our product development function grew
to represent 60% of our total workforce, with 39 product
development centers, including centers of excellence
in Bengaluru and Nanjing.
Our technology facilitates global
trade, the movement of essential
goods and supports greater global
economic productivity
regarded and globally recognized programs provide
assurance to our customers that there are appropriate
controls in place to protect WiseTech and its customer
data from unauthorized or inappropriate collection,
retention, use, disclosure, modification or destruction.
During the year, we ran cyber-attack simulations to test
and improve our internal incident response processes.
Together with annual business continuity planning,
disaster recovery and crisis management simulations,
this serves to prepare our teams for the many variations
that a cyber-attack may take.
We continued our work to keep our people aware
of cybersecurity threats during the year. We conducted
regular phishing awareness campaigns to provide staff
with the knowledge to identify phishing via a range
of avenues, including business emails. These campaigns
complement our security and data protection training,
which is mandatory for all WiseTech employees
and contractors.
During Cybersecurity Awareness Month, our Information
Security team promoted awareness and guided team
members on how to take control of their online lives,
and reaffirmed WiseTech’s internal security policies,
procedures and relevant best practices.
Business continuity and resilience
The performance, reliability and availability of
our technology platform, data centers and global
communication systems are critical to our business.
Our Business Continuity Framework is designed
to minimize the likelihood and impact of potential
interruptions. It is focused on ensuring that maximum
possible service levels are maintained and that
we recover from interruptions as quickly as possible.
It covers our crisis management response, business
continuity planning, incident response and disaster
recovery planning. Plans within this framework are
reviewed and tested frequently, and controls related
to continuity of service are continually assessed, and
where necessary, modified and improved as the internal
and external environment changes.
Resilience is supported by operating separate data
centers in three distinct regions around the world
to reduce reliance on any individual data center, and
we have processes in place to automatically replicate
data. Our global network of operational centers
provides 24/7 365 support internally to enhance
continuity. Our technology framework provides for
segregation of data, backups stored on independent
infrastructure and critical access monitoring.
4 4
Training the industry
WiseTech Academy (WTA), a Registered Training
Organization in Australia, was established in 2018
to help improve the skills and knowledge of supply
chain logistics professionals.
The WTA team works with experts to develop and offer
courses covering a wide range of topics from freight
forwarding to biosecurity. This year, the number of
corporate clients utilizing private portals on our learning
management system to manage their own corporate
training, including a combination of WTA courses and
their own courses, increased from 50 in June 2022,
to 160 in June 2023. During the year, more than 13,400
courses were completed by external users via WiseTech
Academy, an increase of 37% on the previous year.
WiseTech Academy is also a learning management
system for CargoWise users. During FY23, an average
of nearly 100,000 product-related learning videos
were accessed on our platform each month and the
number of certified CargoWise users increased by more
than 60%.
We achieved a significant milestone by becoming the
first provider to receive International Air Transport
Association (IATA) accreditation for a course delivered
entirely online, for our course on preparing and receiving
dangerous goods by air.
We launched the WiseTech Diploma in International
Freight Forwarding, offering a chance for newcomers
to the industry to gain formal education on freight
forwarding, and for experienced professionals to further
enhance their knowledge and skills. The Diploma covers
all modes of transport and deepens knowledge in
important topics such as greenhouse gases in the global
supply chain, information technologies, risk and safety.
We continued our formal and informal partnerships
with a number of industry bodies during the year
including the International Federation of Freight
Forwarders Associations (FIATA), The International Air
Cargo Association (TIACA), Freight Trade Alliance (FTA),
the Supply Chain & Logistics Association of Australia
(SCLAA) and Global Shippers Forum (GSF).
During the year we established new links with several
industry groups including the Airforwarders Association
(USA), South African Association of Freight Forwarders,
Customs Brokers and Forwarders (NZ) and Malaysian
Institute of Freight Forwarders.
Modern slavery and human rights
We take seriously the assessment and management
of modern slavery risk in our operations and supply chain.
Modern slavery is an umbrella term and includes human
trafficking, slavery, servitude, forced labor, forced
marriage, debt bondage, child labor and deceptive
recruitment for labor or services.
As outlined in our Human Rights Principles, we will not
engage in, nor support the use of, coercion, threats
or deception of individuals for commercial gain. WiseTech
may avoid or cease working with suppliers or businesses
that are known to engage in modern slavery.
We manage this topic through activities including but
not limited to corporate policies, supplier labor code
of conduct, supplier due diligence and mandatory
annual modern slavery training for all team members.
During the year, we revisited our modern slavery risk
assessment with the support of an independent expert
advisor. Our advisors reviewed our modern slavery
risk assessment and worked with our Modern Slavery
Working Group to refine and update the risk assessment.
This refined risk assessment will strengthen our risk
management activities on modern slavery.
We produce a Modern Slavery Statement annually
on our website as required by Australian and UK law.
Our next Modern Slavery Statement will be published
later in 2023 and provide detail on the risk assessment
and our key risk areas.
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 3
4 5
FY23 Performance data tables
The data selected and reported in the Sustainability Report allows stakeholders to assess WiseTech’s sustainability
performance in key areas for our business. The data covers the performance and activities over which WiseTech had
operational control during all, or part of, the year ended 30 June 2023.
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 by gender 2
Gender
2023
3,026
F
914
33
870
77
33
M
1,944
134
2,024
54
93
2022
1,979
F
569
32
532
69
N-B 1
M
1,296
80
1,326
50
1
0
1
0
2
63
22
2021
1,860
F
539
32
509
62
M
1,221
66
1,253
34
57
29
N-B 1
2
0
2
0
0
N-B 1
2
0
2
0
0
Total workforce by gender
69%
31%
0%
70%
30%
0%
69%
31%
0%
Function 3
Product design & development
% workforce
By gender
Technical & product support
% workforce
By gender
General & administration
% workforce
By gender
Sales & marketing
% workforce
By gender
1,812
60%
F
24%
452
15%
F
41%
545
18%
F
47%
217
7%
F
32%
M
76%
M
59%
M
53%
M
68%
N-B 1
0%
M
78%
N-B
0%
M
61%
N-B
0.2%
M
54%
N-B
0%
M
71%
1,076
54%
F
22%
345
17%
F
39%
403
20%
F
45%
155
8%
F
29%
N-B 1
0.1%
M
N/A
N-B
0%
M
N/A
N-B
1%
M
N/A
N-B
0%
M
N/A
995
53%
F
N/A
361
20%
F
N/A
333
18%
F
N/A
171
9%
F
N/A
N-B 1
N/A
N-B
N/A
N-B
N/A
N-B
N/A
1 Non-binary data represents employees who have self-selected to disclose this as their gender identity.
2 FY23 contractors by gender excludes four contractors where gender is not recorded.
3 Gender split by function available from FY22 onwards. Percentages may not add due to rounding.
4 6
Metric
Region 1
Asia Pacific
Permanent
Temporary
Contractors
Full time
Part time
Europe, Middle East and Africa
(EMEA)
Permanent
Temporary
Contractors
Full time
Part time
Americas
Permanent
Temporary
Contractors
Full time
Part time
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
2023
1,823
1,667
156
73
1,757
66
648
637
11
24
590
58
555
555
0
35
548
7
24%
58%
18%
0%
0%
100%
0%
47%
53%
29%
57%
15%
2022
1,175
1,077
98
64
1,118
57
561
548
13
12
504
57
243
242
1
9
238
5
17%
61%
21%
0%
0%
100%
0%
46%
54%
20%
62%
18%
2021
1,019
N/A
N/A
N/A
N/A
N/A
594
N/A
N/A
N/A
N/A
N/A
247
N/A
N/A
N/A
N/A
N/A
17%
62%
21%
0%
0%
100%
0%
54%
46%
19%
63%
18%
1
Permanent, temporary and contractor data by region reported from FY22 onwards
2 For a list of our Senior Management Team visit the WiseTech website wisetechglobal.com/investors/senior-management-team/
Includes Executive Directors.
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 3
4 7
Metric
2023
2022
2021
Recruitment and retention 1
Total new hires
New hires by gender
% total workforce
New hire by age group
<30 years
30-50 years
>50 years
New hire by region
Asia Pacific
EMEA
Americas
Turnover 1
Total turnover
Voluntary turnover
Involuntary turnover
Turnover by gender 3
% total turnover by gender
Turnover by age group 3
<30 years
30-50 years
>50 years
Turnover by region
Asia Pacific
EMEA
Americas
Remuneration equity
% of employee equity ownership 4
% of eligible employees enrolled
in Invest As You Earn (IAYE)
Learning and development
Total average training hours 5
Total average training hours
per employee 5
M
433
14%
M
6%
M
8
622
F
189
6%
9%
11%
1%
444
70
108
8%
6%
2%
F
2%
2%
4%
2%
5%
2%
1%
67%
21%
8
F
8
N-B 2
0
0%
M
252
13%
N-B 2
0%
M
8%
N-B 2
N/A
M
9
347
F
95
5%
7%
9%
1%
15%
2%
1%
12%
10%
2%
F
4%
3%
7%
2%
7%
4%
1%
77%
23%
10
F
13
N-B 2
0
0%
M
120
6%
N-B 2
0%
M
13%
N-B 2
M
N/A
N/A
152
F
32
2%
4%
4%
0%
7%
1%
0%
21%
11%
10%
F
8%
4%
13%
3%
9%
8%
4%
>70%
17%
N/A
F
N/A
N-B 2
0
0%
N-B 2
N/A
N-B 2
N/A
1
Percentages may not add due to rounding.
2 Non-binary data represents employees who have self-selected to disclose this as their gender identity.
3 Excludes employees where gender and age was not reported.
4
Includes remuneration equity, bonus equity, sales commission paid in equity, Invest As You Earn (IAYE) share rights and shares
that vested from share rights.
5 Data covering a 12 month period. FY23 excludes WiseTech employees from Blume and Envase acquisitions completed in H2 FY23.
4 8
Environment
Metric 1
Greenhouse Gas (GHG) emissions
Total emissions (tCO2e) 2
Scope 1
Scope 2 (Market-based 4)
Scope 3
Total carbon emissions by source (tCO2e)
Scope 1 emissions
Stationary fuels
Natural gas
Diesel
Transport fuels
Motor gasoline / Petrol
Diesel
Scope 2 emissions
Electricity (Location-based)
Electricity (Market-based 4)
Purchased heating and cooling
Scope 3 emissions 9
Category 6: Business travel 10
Category 7a: Employee commuting 11
Category 7b: Working From Home (WFH) emissions 11, 12
Carbon Offsetting (tCO2e) 13
Total offsets retired
Energy – Total energy consumption (MWh)
Total indirect and direct energy (MWh)
Indirect energy
Electricity
Purchased heating and cooling
Direct energy
Natural gas
Diesel
Motor gasoline/petrol
Waste
E-waste recycled (Kg)
E-waste refurbished 14 (Kg)
FY2023
FY2022
FY2021
234
3,146
4,585
234
111
91 5
20
123
43
81
3,224
3,058
88
810
938
2,837
3,381
7,542
6,255
239
475
399
175
5,927
1,224
212 3
3,075 3
N/A
212 3
83
83
–
129
21 7, 8
108 7, 8
3,221 8
3,075 8
30
3,328
6,830 8
5,802 8
91
453
405 8
78 8
4,001
87.0
3,100.5
N/A
87
81
80
1 6
6
6 7
N/A
3,141
3,101
N/A
N/A
5,786
5,324
N/A
433
4
25
208
1
Totals and sub totals may not sum due to rounding.
2 Emissions have been calculated in line with the Greenhouse Gas (GHG) Protocol Corporate Accounting and Reporting Standards. 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.
3 Updated following internal data reviews.
4 A market-based method reflects emissions from electricity sources that WiseTech has chosen to purchase.
5 Excludes Milton Keynes office.
6 Excludes diesel consumption in France.
7 Excludes South Korea.
8 Updated following internal data reviews.
9 Scope 3 emissions reported from FY23 onwards.
10 Flights, accommodation and rental cars booked through WiseTech’s corporate travel provider.
11 Excludes employees in Norway and United Arab Emirates.
12 Calculated in line with methodology set out in ‘Homeworking Emissions Whitepaper’ (Skillet & Ventress, 2020). Informed by employee survey responses and
includes estimated emissions from powering a home office, heating using natural gas and cooling using electricity.
13 Carbon offsets applied from FY22 onwards. To read more about the offsets we purchase, please see the Environment section of this report and our website.
14 Reported from FY23 onwards.
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 3
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. Prior to joining WiseTech Global,
Andrew held executive roles and non-executive directorships with both public and private
companies. He was the chief financial officer 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) and Bapcor Limited (March 2014 to February 2021),
as well as of Alesco Limited, Moorebank Intermodal Company Limited and Vend Limited. Andrew
has also served as a senior manager at Ernst & Young (Sydney and London) and Gresham Partners
Limited, and as 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 Chief Executive Officer 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
founder and 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 and is Chair of the People & Remuneration
Committee. 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. His previous directorships include Doctor
Care Anywhere PLC (ASX: DOC) (September 2020 to March 2023), 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 and a PhD from the University of Cambridge.
Richard is a Fellow of the Australian Institute of Company Directors and a member of its
Corporate Governance Committee. 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. 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 3
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 currently a director of Shearwater Capital Pty Ltd and has previously been
a director of Monbeef Pty Ltd, Photolibrary Pty Ltd and the ASX-listed Health Communication
Network Limited.
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 served as the CEO of Russell Private Equity and CEO of Risk Averse
Money Managers Pty Ltd, as a director of Morgan Grenfell Australia, and as 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.
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 and is Chair of the Audit & Risk Committee. Michael
is an Australian-based entrepreneur, business executive, and professional director with more
than 20 years’ experience across the technology, telecommunications and media industries.
In addition to serving on the Board of WiseTech Global, Michael is currently a non-executive
director at ASX-listed Seven West Media Ltd (ASX: SWM) (since June 2015), the National
Broadband Network (NBN Co), Health Insurance Fund of Australia (HIF), and Health Engine Ltd.
He co-founded and chaired Diamond Cyber Security, from 2015 until its sale to CyberCX in 2020.
Michael’s previous directorships include the Axicom Group and ASX-listed companies DUG
Technology Ltd (June 2020 to August 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 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 holds a Bachelor of Science (Mathematics) and a postgraduate
Diploma in Education, both from the University of Western Australia.
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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 10 October 2023 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 FY23.
WiseTech Global intends to follow all of the ASX
Recommendations for the financial year commencing
1 July 2023.
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 seven
Directors — five 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 FY23:
the Audit & Risk Committee;
the Nomination Committee; and
the People & Remuneration Committee.
Please refer to the Directors’ Report (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 Committee
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 the Company.
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;
– approving and monitoring the progress of major
capital expenditure, capital management and capital
raising initiatives, 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, and monitoring
corporate culture and management’s promotion
of those 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 for implementing 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.
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5 5
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
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.
Charles Gibbon is retiring by rotation and intends
to stand for re-election at the 2023 AGM. The Notice
of AGM will provide information on the Director’s
background, skills and experience. The Board considers
that Charles Gibbon 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;
5 6
– 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;
– 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 manager
levels and across our organization as at 30 June 2023,
and at 30 June 2022, were:
Board
Senior managers 1
All employees
2023
29%
31%
31%
2022
33%
35%
30%
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:
30%+ 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 female and not less than 30% male.
The percentage of female Directors reduced to 29%
during FY23 as a consequence of retirements from the
Board. The Board will take this gender diversity objective
into account in assessing future recruitment plans.
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 24 to 48).
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 FY23, the Board conducted an internal review of its
performance. The Chair sought feedback from the
Directors on the performance of the Board including
a questionnaire completed by Directors. In addition,
each Committee conducted a self-assessment
of its performance, including seeking feedback from
other Directors and, where appropriate, relevant
senior managers.
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 FY23 for the CEO and senior
executives shortly after the end of the reporting period.
1 Senior managers are determined by assessing the role, scope and responsibilities of managers with reporting levels CEO-1 and CEO-2. Improved data access
has enabled refinements to the population being measured for 2023 and a restatement of the 2022 outcome.
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 3
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
– 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
– Director induction and professional development
programs, and their effectiveness.
experience in entrepreneurial enterprises and
rapidly changing business environments; and
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
– 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 FY23:
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 2023, these were:
T E N U R E
0-3 years
3-6 years
6-9 years
9+ years
43%
29%
14%
14%
G E N D E R D I V E R S I T Y
Male
Female
29%
71%
A G E
45-54 years
55-64 years
65+ years
43%
28%
29%
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 (Chair of the People
& Remuneration Committee), Teresa Engelhard (Chair
of the Nomination Committee), Charles Gibbon and
Michael Malone (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 5.2% of the Company’s
issued share capital as at 30 June 2023 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 40% of the Company’s issued
share capital as at 30 June 2023 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 seven 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.
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5 9
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.
Principle 3: Instill a culture of acting lawfully,
ethically and responsibly
Our values
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
6 0
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. The Board is informed
of any material breaches of our Anti-Bribery and
Corruption Policy.
Our Anti-Bribery and Corruption Policy is available
on our website at:
wisetechglobal.com/investors/corporate-governance
Principle 4: Safeguard the integrity
of corporate reporting
Audit & Risk Committee
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;
– liaise with and monitor the performance and
independence of the external auditor; and
– review proposed transactions between the
Group and its related parties.
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 FY23 is set
out below:
Michael Malone (Chair);
Richard Dammery;
Charles Gibbon; and
Arlene Tansey, until 23 November 2022.
Michael Malone was appointed Chair of the Committee with
effect from 24 November 2022, replacing Arlene Tansey as
Committee Chair following her retirement from the Board.
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.
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.
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 (Cth); and
– all our stakeholders have equal and timely access
to information we make available.
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 3
6 1
A copy of the principles is available on our website at:
wisetechglobal.com/investors/corporate-governance
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.
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 FY23 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 2023 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 FY23. 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.
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.
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.
Annual General Meeting
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 2023 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:
https://meetings.linkgroup.com/WTC23
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
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.
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 voting instructions and proxy forms online.
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 (Cth) and to protect the reputation of the Company,
its Directors and employees.
Our policy establishes trading blackout periods for
key employees and Directors. The policy also requires
that WiseTech securities acquired under an employee
or Director equity plan must never be hedged prior
to vesting and that WiseTech securities must never
be hedged while they are subject to a holding lock or
restriction on dealing under the terms of an employee
or Director plan operated by the Company.
6 2
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:
– 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
The People & Remuneration Committee comprised
these Directors throughout FY23:
Richard Dammery, Chair;
Teresa Engelhard; and
Michael Malone.
Richard Dammery replaced Teresa Engelhard as
Chair of the Committee with effect from 1 April 2023.
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 3
6 3
6 4
Review of operations
Principal activities
WiseTech Global is 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 over 17,000 customers in 174 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 44 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 an average of over 1,000 new product enhancements each year. This drives greater usage of our CargoWise
platform, enabling the business to achieve sustainable, profitable growth. Our ‘3P’ strategy – 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,
and 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 39 product development centers, including centers of excellence in Bengaluru and Nanjing,
and a headcount of over 3,000 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 20 September 2022.
2 Based on Armstrong & Associates Inc: Top 50 Global Third Party Logistics Providers List ranked by 2021 gross logistics revenue/turnover
– Updated 20 September 2022.
Operating and financial reviewfor the full-year ended 30 June 2023 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 3
6 5
Summary of statutory financial performance
During the 12 months to 30 June 2023, we delivered a strong financial performance, with significant growth in revenues and profits,
driven by growth from existing and new customers, enhanced operating leverage and ongoing financial discipline.
Revenue increased 29% to $816.8m (FY22: $632.2m)
Operating profit increased 18% to $300.2m (FY22: $255.0m)
Net profit after tax increased 9% to $212.2m (FY22: $194.6m)
Underlying NPAT increased 30% to $247.6m (FY22: $189.8m)
Basic earnings per share increased 9% to 64.8 cents (FY22: 59.7 cents)
Summary financial results 1
Recurring On-Demand License revenue
Recurring One-Time License (OTL) maintenance revenue
OTL and support services
Revenue
Cost of revenues
Gross profit
Product design and development 2
Sales and marketing
General and administration
Total operating expenses
Operating profit
Net finance income/(costs) 3
Fair value gain on contingent consideration
Profit before income tax
Tax expense 4
Net profit after tax
Underlying NPAT 5
Key financial metrics
Recurring revenue %
Gross profit margin %
Product design and development as % total revenue 2
Sales and marketing as % total revenue
General and administration as % total revenue
M&A costs ($m)
Capitalized development investment ($m) 6
R&D as a % of total revenue 7
FY23
$M
683.0
101.5
32.4
816.8
(125.6)
691.3
(185.8)
(69.3)
(135.9)
(391.1)
300.2
0.6
0.2
301.0
(88.8)
212.2
247.6
FY23
96%
85%
23%
8%
17%
26.4
134.2
32%
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
189.8
Change
$M
Change
%
191.4
27.3
(34.0)
184.6
(33.0)
151.6
(43.0)
(19.3)
(44.1)
(106.4)
45.2
3.3
0.1
48.7
(31.1)
17.6
57.7
39%
37%
(51)%
29%
36%
28%
30%
39%
48%
37%
18%
n.a.
150%
19%
54%
9%
30%
FY22
Change
89%
85%
23%
8%
15%
2.3
83.9
29%
7pp
(1)pp
– pp
1pp
2pp
24.1
50.3
3pp
1 Differences in tables are due to rounding, see note 2 to the Consolidated financial statements – Rounding of amounts.
2 Product design and development includes $58.1m (FY22: $46.0m) depreciation and amortization but excludes capitalized
development investment.
3 Net finance income/(costs) includes finance income and finance costs but excludes fair value gain on contingent consideration.
4 Tax expense includes non-recurring tax on acquisition contingent consideration (FY23: $2.4m, FY22: $12.8m).
5 Underlying NPAT is Net profit after tax excluding fair value adjustments from changes to acquisition contingent consideration
(FY23: $0.2m, FY22: $0.1m), non-recurring tax on acquisition contingent consideration (FY23: $2.4m, FY22: $12.8m), acquired amortization,
net of tax (FY23: $10.9m, FY22: $5.8m), contingent and deferred consideration interest unwind, net of tax (FY23: $0.7m, FY22: nil) and M&A
costs (FY23: $26.4m, FY22: $2.3m).
Includes patents and purchased external software licenses used in our products.
6
7 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 2023 6 6
Revenue
Total revenue grew by 29% to $816.8m on FY22 ($632.2m), with 21% growth being delivered organically 1.
Revenue growth came from:
– increased usage by existing customers, new product features and enhancements, and price increases during the year to offset
the impacts of inflation as well as generate returns on product investment;
– new CargoWise customers won in the period and growth from customers won in FY22 and prior, including new Large Global
Freight Forwarder (LGFF) rollouts;
– $42.8m revenue mainly from two strategically significant and two tuck-in acquisitions completed in FY23, all of which are being
integrated into the CargoWise ecosystem;
– $8.2m of favorable foreign exchange (FX) movements (FY22: $9.4m unfavorable).
Revenue from CargoWise increased by 30% organically on FY22. Overall CargoWise revenue grew by 41% including the benefit
of acquisitions and an FX tailwind. Growth was mainly driven by increased CargoWise usage, primarily from major new product
releases and price increases during the year to offset the impacts of inflation and generate returns on product investment.
CargoWise revenue growth also includes $42.8m from the above mentioned acquisitions, which are being integrated into the
CargoWise ecosystem. $7.7m of favorable FX was experienced in FY23 (FY22: $7.4m unfavorable).
In FY23, revenue growth from the CargoWise application suite was achieved across all existing customer cohorts (from FY06 and
prior through to FY23).
Revenue from customers on non-CargoWise platforms decreased to $157.2m (FY22: $164.9m), driven by expected contraction
in non-recurring revenue from acquisitions completed in FY21 and prior years, partially offset by general price increases to offset
inflation. Revenue from non-CargoWise platforms included $0.4m of favorable FX movements (FY22: $2.0m unfavorable).
Revenue from OTL and support services decreased to $32.4m (FY22: $66.5m), reflecting the one-off product license agreement
of a CargoWise landside logistics component in FY22 and lower CargoWise customer paid product enhancements in FY23.
Recurring revenue for the Group increased to 96% of total revenue in FY23 (FY22: 89%), with CargoWise recurring revenue growing
by 48%, as a result of major new products released in FY22, price increases and recent M&A, as well as an expected contraction
from acquisitions completed in FY21 and prior years from OTL and support services as noted above.
The customer attrition rate for the CargoWise application suite remains extremely low at less than 1%, as it has been since we
started measuring more than 11 years ago 2. Our customers continue to 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 FX instruments to hedge
against currency movements.
Gross profit and gross profit margin
Gross profit increased by $151.6m, up 28% in line with revenue growth, to $691.3m (FY22: $539.7m) and the gross profit margin
remained strong at 85% (FY22: 85%), with revenue growth offsetting dilution from recent M&A.
1 Refers to revenue and EBITDA growth and EBITDA margin adjusted for recent M&A without full period comparisons, foreign exchange
impacts, restructuring and M&A costs.
2 Annual attrition rate is a customer attrition measurement relating to the CargoWise application suite (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 2023 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 3
6 7
Operating expenses
Our strong revenue growth and efficient operating model continues to drive enhanced operating leverage and margin expansion.
Our strong financial discipline resulted in overall operating expenses as a % of revenue remaining flat on FY22 at 45% excluding
M&A costs.
Total R&D investment: In FY23, 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 45% to $261.9m (FY22: $180.8m),
reflecting an expected step up in R&D investment and hiring for future growth. This increase was partially offset by the planned
reduction in non-CargoWise platforms and resulting cost reductions. In FY23, 32% of total revenue was reinvested in R&D
(FY22: 29%), with the investment more heavily weighted to CargoWise R&D than in previous years.
Product design and development expense increased by 30% to $185.8m (FY22: $142.9m), reflecting:
– an expected increase in investment in CargoWise innovation and development, partially offset by decreasing cost to support
non-CargoWise platforms;
– increased investment in hiring and retaining high-quality talent globally; and
– increased amortization, primarily due to continued capitalized development investment.
Capitalized development investment increased to $134.2m (FY22: $83.9m), driven by increased investment focused on WiseTech’s
six key development priorities. Overall percentage of R&D capitalized was 51%, up 5pp on FY22, and above our target range
of 40%–50%. This is projected to be close to the top of our target range in the medium-term and reflects the acceleration of new
strategic development priorities which have higher capitalization rates, driven by favorable hiring conditions.
As a result of our significant R&D investment, in FY23 we delivered 1,130 new product enhancements on the CargoWise application
suite, bringing total product enhancements delivered on the CargoWise application suite in the last five years to over 5,300. This
was moderated by a focus on larger long-term products and features, a number of new features that are in pilot with customers,
as well as increased work on core optimization which benefits all customers and drives future price increases and usage growth.
Sales and marketing expense increased to $69.3m (FY22: $50.0m), mainly driven by our M&A activity, and reflecting our targeted
focus on the Top 25 Global Freight Forwarders and top 200 global logistics providers.
General and administration expense increased to $135.9m (FY22: $91.8m), representing 17% of total revenue (FY22: 15%), primarily
driven by a $24.1m (FY23: $26.4m; FY22: $2.3m) increase in M&A costs. Excluding M&A costs, general and administration expenses
were 13% of revenue in FY23 (FY22: 14%), reflecting ongoing financial discipline.
Net finance income
Other net finance income in FY23 of $0.6m (FY22: $2.7m net finance costs) included $7.1m of finance costs (FY22: $4.1m), comprising
interest expenses and debt facility fees. Finance income of $7.8m (FY22: $1.4m) was due to interest income generated from cash
balances and the benefit of rising interest rates.
Operating and financial reviewfor the full-year ended 30 June 2023 6 8
Cash flow
We continued to generate strong positive operating cash flows, demonstrating the strength of our highly cash-generative
operating model. Operating cash flow was up 28% on FY22 to $433.3m, with net cash flows from operating activities of $380.5m
(FY22: $306.7m). Free cash flow of $291.4m was up 23% on FY22.
Investing activities in long-term assets to fund future growth included:
– $114.7m 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 (FY22: $75.4m);
– $27.2m in assets mostly related to data center capacity expansion, and IT infrastructure investments to enhance scalability,
reliability and security (FY22: $26.8m); and
– $740.1m for two strategically significant acquisitions, two tuck-in acquisitions, and contingent payments for prior acquisitions
(FY22: $3.4m).
Dividends of $41.6m (FY22: $26.5m) were paid in cash during FY23, with shareholders choosing to reinvest an additional $0.9m
of their dividends via the dividend reinvestment plan.
Our closing cash balance of $143.0m, in addition to our undrawn, unsecured, $250m bi-lateral debt facilities as at 30 June 2023
supported by six banks, provides significant financial headroom.
Product strategy and integration progress
Our vision is to be the operating system for global logistics. Our focus is on six key development priorities, being landside logistics,
warehouse, Neo, digital documents, customs and compliance, and international eCommerce. We continue to invest significantly
in our own ‘in-house’ R&D and capabilities which enables us to fast track the expansion of CargoWise’s functionality. 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.
Our organic growth is supplemented by an inorganic growth strategy focused on tuck-in and strategically significant acquisitions
to accelerate CargoWise product development and ecosystem reach. Since our IPO in 2016, we have completed 45 acquisitions,
including two further tuck-ins in 1H23 in Bolero and Shipamax. The integration of both businesses, their respective technologies and
teams into the CargoWise ecosystem is progressing well.
In early 2H23, we completed the acquisitions of Envase Technologies and Blume Global, leading providers of landside logistics
solutions in North America. These acquisitions are strategically significant for WiseTech, extending and strengthening our
position in one of our six key product development priorities. Expanded landside logistics capabilities is a logical adjacency in the
supply chain process for WiseTech, extending our core customer proposition and addressable market. Moving forward, we will
continue to evaluate further tuck-in acquisitions as well as larger, strategically significant acquisition opportunities where there
is a compelling strategic rationale.
Operating and financial reviewfor the full-year ended 30 June 2023 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 3
6 9
FY23 strategic highlights
We are focused on our vision by creating breakthrough products that enable and empower the supply chains of the world.
We are extending the reach of our 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.
– We now have 47 LGFFs with global rollouts ‘Contracted and In Progress’ 1 or ‘In Production’ 2, including 11 of the Top 25 Global
Freight Forwarders. In FY23, we secured six new global rollout contracts with NTG Nordic Transport Group, IFB International
Freightbridge, BBL Cargo, OEC and EMO Trans and our first global customs rollout, with Kuehne+Nagel.
– We also added two global rollouts organically through increased adoption of CargoWise with DB Group and Maersk 3.
– We signed our first global customs rollout with the world’s largest freight forwarder, Kuehne+Nagel in 1H23, and have continued
our momentum after period end with FedEx confirming they intend to rollout global customs alongside their global freight
forwarding rollout.
– After period end, we also signed a global rollout with APL Logistics.
Throughout FY23, we continued our extensive product development program, investing $261.9m and 60% of our people in product
development. CargoWise product development resources increased by 96% in FY23, driven by strategically significant acquisitions,
new hire recruitment and transfers from non-CargoWise teams, delivering 1,130 product enhancements to the CargoWise
application suite. We also made significant progress on our customs & compliance and warehouse solutions, which provides
our customers with a global solution with multi-jurisdiction and multi-language capability that automates processes to deliver
significant efficiency benefits.
In FY23, we completed two strategically significant acquisitions in Envase and Blume, and two tuck-in acquisitions in Bolero and
Shipamax, with their revenue contribution included in total CargoWise revenue for the full year.
Post balance date events
Since period end, the Directors have declared a fully franked final ordinary dividend of 8.40cps, representing a 31% increase on the
FY22 final dividend of 6.40cps. The final dividend is payable on 6 October 2023 to shareholders registered as at 11 September 2023
and represents a payout ratio of 20% of Underlying NPAT.
Effective today, the Board has updated the Company’s dividend policy, with the target payout ratio now up to 20% of Underlying
NPAT, from up to 20% of NPAT previously.
Outlook for 2024
FY24 guidance is provided on the basis that market conditions do not materially change, and reflects current trends in supply chain
volumes, noting that changes in industrial production and/or global trade (both favorable and unfavorable) may impact guidance.
Subject to the assumptions set out in the WiseTech Global FY23 Results presentation, the Company currently anticipates FY24
revenue of $1,040 million–$1,095 million (representing revenue growth of 27%–34%) and EBITDA of $455 million–$490 million
(representing EBITDA growth of 18%–27%).
1 Contracted and In Progress refers to CargoWise customers who are contracted and in progress to grow to rolling out CargoWise
in 10 or more countries and for 400 or more registered users, who have less than 75% of expected registered users on CargoWise.
In Production refers to customers who are operationally live on CargoWise and are using the platform on a production database,
having rolled out in 10 or more countries and 400 or more registered users on CargoWise, excluding customers classified as ‘Contracted
and In Progress’.
2
3 Maersk acquired Senator, LF Logistics, Martin Bencher and Pilot Freight Services. Maersk, A unified Maersk brand, 27 January 2023.
Operating and financial reviewfor the full-year ended 30 June 2023 7 0
Recurring On-Demand License revenue
Recurring OTL maintenance revenue
OTL and support services
Revenue
Cost of revenues
Gross profit
Operating expenses
Product design and development 2
Sales and marketing
General and administration
Total operating expenses
Operating profit
Finance income
Finance costs
Fair value gain on contingent consideration
Profit before income tax
Tax expense
Net profit after tax
Key financial metrics
Recurring revenue %
Gross profit margin %
Product design and development as % of total revenue 2
Sales and marketing as % of total revenue
General and administration as % of total revenue
Capitalized development investment ($m) 3
Total R&D as a % of total revenue 4
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
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
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
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
89%
85%
23%
8%
15%
83.9
29%
FY23
$M
683.0
101.5
32.4
816.8
(125.6)
691.3
(185.8)
(69.3)
(135.9)
(391.1)
300.2
7.8
(7.1)
0.2
301.0
(88.8)
212.2
96%
85%
23%
8%
17%
134.2
32%
1 Differences in tables are due to rounding, refer to Rounding of amounts in note 2 to the Consolidated financial statements included
in this report.
2 Product design and development includes $58.1m (FY22: $46.0m, FY21: $40.1m, FY20: $30.5m, FY19: $18.1m) 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 3
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 the notable highlights in our people and culture
initiatives from FY23.
In FY23, we made significant strides in this area by embedding
our Workplace Hazards and Incidents process as a critical
component of our Work Health Safety system. We also
implemented a global grievance process.
Our global team was critical to our strong performance
in FY23, aligning with our long-term strategic goals and
immediate financial targets. This success has further
enhanced WiseTech’s position as a leader in the global
logistics software sector, as we continue to harness synergies
from our acquired entities worldwide. This has not only
increased our free cash flow but also fueled investments
in product development and our dedicated workforce.
Thanks to the concerted efforts of our people, your company
has enjoyed a strong year, achieving and surpassing the
financial targets set by the Board at the beginning of the year,
including the KPIs below:
– 29% growth in revenue to $816.8m vs $755m to $780m target
– 21% growth in EBITDA to $385.7m vs $385m to $415m target
– 39% growth in recurring revenue to $784.4m which
now represents 99% of CargoWise revenue and 96%
of total revenue.
In light of these accomplishments, and additional achievements,
the PRC believes that the remuneration outcomes for this
financial year reflect the alignment between compensation
and performance, considering our position in the global market.
In FY23, we made strategic investments to strengthen our
people, culture, and organization:
Global culture, attraction, and retention:
– We significantly expanded our R&D capacity, welcoming
622 new hires in the year, with a focus on senior software
engineers and technical experts.
– Our strategic acquisitions of Blume and Envase, coupled
with an emphasis on recruiting senior software engineers
and technical experts, led to a 53% increase in our team
size, totaling 3,026 talented individuals across 58 global
offices as of 30 June 2023.
– In addition to organic growth, the integration of new
team members from acquisitions, including Blume,
Envase, Bolero, and Shipamax contributed to this
substantial growth.
– We achieved remarkable team member retention, with
only 6% voluntary attrition in FY23, down from 9.7% in FY22.
University engagement:
– We continued our collaboration with universities in
Australia, India, and China to cultivate connections with
promising entry-level talent for software engineering roles.
– We launched our new Earn & Learn Scholarship Program,
allowing students entering their first year of university
to combine working at WiseTech with part-time university
study at the University of Technology Sydney (UTS).
Health, safety & workplace:
At WiseTech, we prioritize safety in the workplace, ensuring
the health, safety and wellbeing of all our team members.
Throughout the year, we dedicated ourselves to creating
office environments that foster engaged and productive
teams. We transitioned from traditional long-term leases
to flexible spaces in 12 locations worldwide. These spaces
prioritize community-building while offering attractive work
environments that can adapt to our evolving needs.
Learning:
– Team members devoted more than 2,000 hours
to courses focused on logical thinking, problem-solving
and productivity enhancement.
– Over 2,800 hours were invested in self-paced learning
through LinkedIn Learning.
– We provided scaled resilience training to over 100 team
members including our undergraduate employees
participating in the Earn & Learn program.
– This year we piloted English language workshops, benefiting
team members in Asia, Europe and South America.
Remuneration structures:
Given our robust company performance and our ability
to attract and retain exceptional talent, the PRC affirms
that our carefully designed remuneration structure remains
well-suited to our needs. Therefore, no significant changes
are planned for FY24.
Founder and CEO Richard White continues to receive a fixed
remuneration, as he owns more than 36% of WiseTech’s issued
share capital and does not receive performance-based
incentives. The CEO and the Board will continue to set
annual financial KPIs and company-wide KPIs, focusing on
long-term strategic and operational drivers. The CEO will also
continue to set and assess individual KPIs for the executive
team, which may evolve throughout the year and are subject
to Board oversight.
Excluding our recent acquisitions, Blume and Envase, over
85% of our global workforce holds WiseTech equity in the
form of shares and/or share rights (up from 75% in FY22).
This underlines our commitment to aligning team members’
interests with the Company’s success.
The substantial investments made in products, people, and
culture during FY23 will further our strategic vision of becoming
the operating system for global logistics. We are excited that
the benefits of WiseTech’s accomplishments this year will
extend well beyond FY23 for our global team, customers, and
shareholders. We invite you to review the Remuneration Report
and welcome your questions and feedback.
Sincerely,
Richard Dammery (Chair), Teresa Engelhard and Michael Malone
– People & Remuneration Committee
Remuneration Report 7 2
This Remuneration Report for the twelve months ended 30 June 2023 has been prepared
in accordance with the requirements of section 300A of the Corporations Act 2001 (Cth)
and has been audited as required by section 308(3C) of the Corporations Act 2001 (Cth).
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 3
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 25% 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
25% vesting immediately on grant and 25%
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 key management personnel
(KMP) ensures a 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
of calendar year for share rights to be granted
for 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 FY23
(non‑IFRS disclosure)
Current year’s
remuneration
Prior years’
remuneration
Total
Fixed cash 1
Cash
incentive
FY23
Remune-
ration
equity
FY23
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
$480,000
–
–
–
–
–
$60,000
–
–
–
–
$1,000,000
– $1,000,000
$540,000
–
$540,000
Andrew Cartledge $750,000 $150,000
– $225,000
$80,832 $428,482 2
$1,634,314
$185,148
$1,819,462
Brett Shearer
$500,000
–
–
$134,375
$128,058
$222,946
$985,379
$146,143
$1,131,522
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 that accrued during the year less the leave taken.
2 Andrew Cartledge’s performance equity vested includes the vesting of 10 IAYE Share Rights in February 2023.
In the above table, Executive KMP remuneration received in FY23 is separated into remuneration received for employment
in FY23 and deferred equity from previous years that vested during FY23. The figures in this table are different from those shown
in the statutory disclosure table which includes an accounting value for all unvested share rights. Accounting standards require
share-based payments to be amortized over the relevant performance and service periods. We believe that the information
presented above provides shareholders with greater clarity regarding Executive KMP remuneration.
Current year’s remuneration
FY23 fixed cash remuneration, performance incentives paid in cash, plus any FY23 performance incentive payments paid in equity
which vest immediately on grant in August 2023. As remuneration equity is granted at the beginning of the year and earned
throughout the year, with the first tranche to vest on the first business day of the following financial year, no FY23 remuneration
equity was received in FY23.
Maree Isaacs’ FY23 performance equity incentive is expected to be granted following WiseTech’s AGM in November 2023.
In addition to his FY23 performance equity, Andrew Cartledge was awarded a one-off cash payment of $150,000 in recognition
of his significant additional work to deliver the acquisitions of Envase Technologies and Blume Global during FY23.
Prior years’ remuneration
Any deferred equity awards from prior periods that vested during FY23. This includes remuneration equity and performance equity
incentives from prior years, excluding the value of any vested performance equity incentive for FY22 disclosed as “Current year’s
remuneration” in the corresponding table in the FY22 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.
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 3
7 5
KMP 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 KMP during FY23.
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 FY23 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 & Chief Architect (CTO)
Non-Executive Director KMP
Andrew Harrison
Chair and Non-Executive Director
Richard Dammery
Non-Executive Director
Teresa Engelhard
Lead Independent Director and Non-Executive Director
Charles Gibbon
Non-Executive Director
Michael Gregg
Non-Executive Director (retired 23 November 2022)
Michael Malone
Non-Executive Director
Arlene Tansey
Non-Executive Director (retired 23 November 2022)
Full year
Full year
Current
Current
Full year
Full year
Full year
Full year
Part year
Full year
Part year
Current
Current
Current
Current
Retired
Current
Retired
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 2022 to 23 November 2022 – Teresa Engelhard (Chair), Richard Dammery, Michael Gregg and Michael Malone
– 24 November 2022 to 31 March 2023 – Teresa Engelhard (Chair), Richard Dammery and Michael Malone
– 1 April 2023 to 30 June 2023 – Richard Dammery (Chair), Teresa Engelhard 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.
– The 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.
– Provides 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 (Cth), no independent advice was
provided on remuneration recommendations in relation to KMP.
Minimum shareholding requirements
To reinforce WiseTech’s objective of aligning the interests of KMP with the interests of shareholders thus reinforcing 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.
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 3
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 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 here 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 25%
vesting immediately and 25% 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 Equity Incentives 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 is to be forfeited. The Board did not exercise its clawback powers in FY23.
During FY23, 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. In order to incentivize the development of strategically important products and functionalities, in certain cases, we granted
share rights with performance conditions to key software development employees in FY23 and plan to grant share rights with
similar structures to select team members in FY24.
Remuneration Report 7 8
In addition to remuneration equity, our IAYE 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 FY23, the number of participants continued to increase and remained
above 20% of eligible team members:
Number of participants
Participation rate
301
21%
350
21%
361
22%
386
23%
398
21%
IAYE 2019
IAYE 2020
IAYE 2021
IAYE 2022
IAYE 2023
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. The PRC and Board will continue to monitor the movement in remuneration in the
markets where we compete for talent.
Share rights
At the date of this report, WiseTech had 2,903,260 share rights outstanding across 2,201 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 2027. Generally,
share rights are subject to employment conditions and are not subject to performance conditions. In certain cases, share rights
with performance conditions related to product development milestones were also granted to select development team members
during the year. On vesting, the holder is entitled to receive one ordinary share at no cost to the holder. A total of 699,579 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
FY23, 39,529 shares were purchased on-market for the purpose of employee incentive schemes, at an average price of $59.12 per
share, primarily on behalf of participants in the IAYE program.
FY23 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. The FY23
remuneration equity was granted early, from January to May 2022, to reflect the effective date of the global remuneration review
in January 2022. Any increase to FY23 remuneration equity was granted at the beginning of FY23 to align the annual review cycle
back to July 2022. The remuneration, as well as performance equity incentives, structure for FY23 is outlined below:
January-May 2022
1 July 2022
3 July 2023
1 July 2024 1 July 2025 1 July 2026
Fixed remuneration
– equity
remuneration Equity
Grant
Fixed remuneration – cash
base salary and pension/
superannuation
Fixed remuneration
– equity
remuneration equity
increase
Grant
Vest
Vest
Vest
Vest
FY23 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.
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 3
7 9
To ensure alignment with shareholders’ interests, we aim for 100% of performance incentives to be paid in deferred equity. 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 (other than Maree Isaacs) and senior managers are delivered as multi-year
deferred equity, with a grant date in August 2023, and vesting in four equal installments, immediately on grant and then in July 2024,
2025 and 2026. The performance equity incentive for Executive Director Maree Isaacs is expected to be granted in November 2023,
after WiseTech’s 2023 AGM, with vesting of the first tranche immediately on grant and the remaining three tranches in July 2024,
2025 and 2026.
The number of share rights to be granted was determined using an average WiseTech share price at the end of the annual
performance period in June 2023.
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.
FY23 Executive KMP remuneration
Remuneration structure and mix for FY23
A global remuneration review was completed in July 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 by 13% to catch up with market norms. The performance incentive was increased from
$210,000 to $240,000 and has been transitioned to an equity incentive to align with the remuneration structure of the Executive
KMP peer group and build further alignment with shareholders.
– CFO – Total package (including fixed remuneration and target performance incentive) was increased by 6% effective 1 July 2022
to reflect Australian market wage inflation for similar roles in the markets where we operate. The total package excludes the
one-off $150,000 cash incentive in recognition of the CFO’s significant additional work to deliver the acquisitions of Envase
Technologies and Blume Global during FY23.
– CTO – Total package (including fixed remuneration and target performance incentive) was increased by 11% effective 1 July 2022
to reflect Australian market wage inflation for similar roles in the markets where we operate.
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.
HLM – Maree Isaacs
Target and Maximum from
1 July 2022
33%
$240,000
67%
$480,000
Fixed remuneration - cash
Fixed remuneration - remuneration equity
Performance incentives - equity
CFO – Andrew Cartledge
Target
from 1 July 2022
Maximum
from 1 July 2022
40%
$600,000
50%
$750,000
50%
$900,000
42%
$750,000
10%
$150,000
8%
$150,000
CTO – Brett Shearer
Target
from 1 July 2022
Maximum
from 1 July 2022
26%
$275,000
26%
$275,000
48%
$500,000
41%
$537,500
38%
$500,000
21%
$275,000
Remuneration Report 8 0
Remuneration outcomes for FY23 and the link to WiseTech performance
The tables below summarize the performance of WiseTech shares for the five years from FY19 to FY23 and for FY23, and our financial
performance for the five years from FY19 to FY23. 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 2023
Change in
share price
Change in
ASX 200
WTC
performance
v ASX 200
Dividends
paid per
share
WTC TSR 1
FY19–FY23
1 July 2018
FY23
1 July 2022
$15.66
$37.85
$79.81
$79.81
409.6%
110.9%
16.3%
9.7%
+393.4%
+101.2%
$0.327
$0.130
414.0%
111.3%
1 Total shareholder return with dividends reinvested.
Revenue ($m)
Revenue growth over prior year
EBITDA ($m)
NPAT 1 ($m)
Earnings per share (cents)
Dividends 2 per share (cents)
Change in share price during the year 3
FY19
348.3
57%
108.1
54.1
17.7
3.45
77%
FY20
429.4
23%
126.7
160.8
50.3
3.30
-30%
FY21
507.5
18%
206.7
108.1
33.3
6.55
65%
FY22
632.2
25%
319.0
194.6
59.7
11.15
19%
FY23
816.8
29%
385.7
212.2
64.8
15.00
111%
1 NPAT is net profit after tax attributable to equity holders.
2 Dividends declared in respect of the financial year.
3 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 review of WiseTech’s FY23 performance against key indicators
In using WiseTech’s FY23 results to help review the CEO’s recommended 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 FY23, key
indicators continued to grow strongly, reflecting the expansion of our product offering, continued financial discipline and enhanced
operating leverage as we further penetrate our chosen markets and execute our strategy powered by our people in an environment
of softening global trade flows, geopolitical frictions and inflationary pressures.
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:
– accelerate product development and innovation, and expand CargoWise capability through tuck-in and strategically
significant acquisitions;
– continue to secure and execute large scale global rollouts to increase penetration in WiseTech’s targeted market; and
– deliver integration progress, maintain strong financial discipline and enhance operating leverage.
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 3
8 1
In light of this outstanding executive performance, the Board reviewed the CEO’s recommendations and agreed that a number
of stretch (above target) performance incentives would be awarded across the executive team. For the 14-member senior
management team, 131% of the total target performance incentive pool was distributed for FY23 (91% of stretch). For Executive
KMP, the specific KPls and performance assessments which underpin the FY23 performance incentive awards, and the Board’s
assessment of the performance of the CEO, are detailed below.
Key performance
indicator
Performance outcome
Assessment
Executive KMP
Revenue growth
29% growth in revenue to $816.8m vs $755m to $780m target
Target exceeded
CEO, HLM, CFO
EBITDA
21% growth in EBITDA to $385.7m vs $385m to $415m target
Target achieved
CEO, HLM, CFO
Recurring revenue
39% growth in recurring revenue to $784.4m
Recurring revenue 99% of CargoWise revenue and 96%
of total revenue
Target exceeded
CEO, HLM
Operational efficiency
G&A expense/G&A % of revenue excluding M&A costs
of $109.6m/13%
Target exceeded
CEO, CFO
Cash flow
Operating cash flow/Operating cash flow conversion
$433.3m/112%, and
Free cash flow/Free cash flow conversion $291.4m/76%
Product development
outcomes
Optimization of CargoWise Cloud code base to increase
performance
Target achieved
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 Isaacs: 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 and resilience of CargoWise Cloud and tier 1 customers’ CargoWise private clouds.
FY23 performance incentives outcome
The remuneration awarded to the Executive KMP in relation to performance during FY23 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.
FY23
performance
incentive
awarded
Target
opportunity
% of target
incentive
awarded
% of target
incentive
forgone
Maximum
opportunity
% of maximum
incentive
awarded
% of maximum
incentive
forgone
Maree Isaacs
$240,000
$240,000
Andrew Cartledge
$900,000
$600,000
Brett Shearer
$537,500
$275,000
100%
150%
195%
0%
0%
0%
$240,000
$900,000
$537,500
100%
100%
100%
0%
0%
0%
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 FY20, FY21 and FY22 performance equity incentives would vest fully
in July 2023.
Remuneration Report 8 2
FY24 remuneration
The Board considers that the existing remuneration approach and framework is working effectively. As such, no substantive
changes are planned for FY24.
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 FY23, the Board approved an increase of $50,000 per annum excluding superannuation, plus the statutory increase
to superannuation contributions, to the Chair fee for FY24 to more closely reflect the fee levels of ASX100 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 Board and Committee fees for FY24. This increase was in line with the percentage increase applied to the Company’s
Australian non-technical employee population for FY24 after considering the macro environment, market movements and retention.
The table below outlines the Board and committee fees, inclusive of superannuation, effective for FY23 and for FY24.
Board
Audit & Risk Committee
Nomination Committee
People & Remuneration Committee
FY23
FY24
Chair fee
Member fee
Chair fee
Member fee
$386,750
$34,310
$17,155
$17,155
$171,551
$20,014
–
$10,007
$444,000
$35,672
$17,835
$17,835
$178,359
$20,808
–
$10,404
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 3
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 FY23, including the number of share rights granted and the vesting
schedule. Shareholder approval under ASX Listing Rule 10.14 was obtained at the 2022 Annual General Meeting for potential grants
of share rights to Andrew Harrison, Richard Dammery, Teresa Engelhard, Charles Gibbon, Michael Gregg, Michael Malone and
Arlene Tansey.
Andrew Harrison
Tranche 1
Tranche 2
Richard Dammery
Tranche 1
Tranche 2
Teresa Engelhard
Tranche 1
Tranche 2
Arlene Tansey 3
Tranche 1
Fees sacrificed
for share rights
Number of
rights granted 1
Fair value at
grant date 2
Vesting date
$38,675
$38,675
$75,590
$75,590
$41,172
$41,172
$42,888
1,000
1,001
1,955
1,956
1,065
1,065
1,109
$58,770
$58,829
$114,895
$114,954
$62,590
$62,590
$65,176
Feb 2023
Aug 2023
Feb 2023
Aug 2023
Feb 2023
Aug 2023
Nov 2022
1 The number of share rights granted was calculated using an allocation price based on the average closing share price for five days up to,
and including, 30 June 2022.
2 Fair value at grant was determined based on $58.77, the closing share price on the grant date in August 2022.
3 The Board approved for 1,109 share rights to be retained by Arlene Tansey upon retirement based on the five months of fees sacrificed
for FY23. The retained share rights converted to shares on 24 November 2022. The remaining 1,553 share rights granted under FY23
NED Share Plan lapsed.
Directors participating in the NED Share Plan in FY24 will be granted share rights at the end of August 2023 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 2023. The share rights will convert to shares in two equal tranches, following release
of WiseTech’s half-year results in February 2024 and full-year results in August 2024.
Remuneration Report
8 4
Non‑Executive Director remuneration
The following table details Non-Executive Directors’ remuneration for FY23 and FY22.
Andrew Harrison
Richard Dammery 1
Teresa Engelhard
Charles Gibbon
Michael Gregg 2
Michael Malone 1
Arlene Tansey 2
Total
Board and
committee fees
– cash
Fees sacrificed
under the NED
Share Plan
Superannuation
Total
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
$284,108
$255,832
$32,856
$19,813
$102,338
$140,400
$173,362
$174,062
$65,349
$133,100
$190,210
$89,688
$31,231
$90,000
$879,454
$902,895
$77,350
$69,850
$151,179
$74,250
$82,344
$39,600
–
–
–
$38,775
–
–
$42,865
$99,000
$353,738
$321,475
$25,292
$23,568
$19,324
$9,406
$19,392
$18,000
$18,203
$17,406
$6,862
$17,188
$19,972
$8,969
$7,780
$9,000
$116,825
$103,537
$386,750
$349,250
$203,359
$103,469
$204,074
$198,000
$191,565
$191,469
$72,211
$189,063
$210,182
$98,656
$81,876
$198,000
$1,350,017
$1,327,906
1 Richard Dammery and Michael Malone were appointed on 1 December 2021.
2 Michael Gregg and Arlene Tansey retired on 23 November 2022.
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 3
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 2022
Shares acquired
as part of
remuneration 1
Other shares
acquired 2
Shares
disposed
Shares held on
30 June 2023 3
Richard White
Maree Isaacs
Andrew Cartledge
Brett Shearer
122,941,329
10,764,204
162,397
424,556
–
–
23,967
14,662
–
–
10
–
(1,898,963)
121,042,366
–
10,764,204
(81,114)
(101,629)
105,260
337,589
1 Shares acquired from vesting or exercise of share rights granted as part of remuneration.
2
3 Between 30 June 2023 and the date of this report, Andrew Cartledge and Brett Shearer acquired an additional 18,388 and 12,992 shares,
10 shares converted from IAYE Share Rights in February 2023.
respectively, from the exercise of vested share rights granted as part of remuneration. There was no further change to the number
of shares held by Richard White and Maree Isaacs up to the date of this report.
Share rights
held on
30 June 2022
–
–
41,779
36,343
Awarded
–
–
23,113
6,623
Vested and
converted
or exercised
–
–
(23,977)
(14,662)
Richard White 2
Maree Isaacs 2
Andrew Cartledge
Brett Shearer
Share rights
held on
30 June 2023
Including share
rights vested
but not yet
exercised 1
Lapsed
–
–
–
–
–
–
40,915
28,304
–
–
–
–
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 2023.
Shares held on
30 June 2023
Share rights
held on
30 June 2023
Total equity
held on
30 June 2023
Value of equity
holding on
30 June 2023 1
Minimum
equity holding
guideline 2
Richard White
Maree Isaacs
Andrew Cartledge
Brett Shearer
121,042,366
10,764,204
105,260
337,589
–
–
40,915
28,304
121,042,366
9,660,391,230
1,000,000
10,764,204
146,175
365,893
859,091,121
11,666,227
29,201,920
480,000
900,000
775,000
1 Value of shareholding was calculated based on $79.81, the closing share price on 30 June 2023.
2 Minimum equity holding guideline is the annualized fixed remuneration as at 30 June 2023.
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 2023.
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
2022
Shares
received
on vesting
of share
rights
Shares
issued
under
DRP
Other
shares
acquired
Shares
disposed
Shares held
on 30 June
2023 1
Value of
shareholding
on 30 June
2023 2
Minimum
shareholding
guideline 3
Status
Andrew Harrison
42,442
Richard Dammery
Teresa Engelhard
2,068
7,476
Charles Gibbon
17,349,014
Michael Gregg
12,650,026
Michael Malone
Arlene Tansey
3,000
6,942
1,658
3,353
1,438
–
365
–
933
–
–
–
–
8,185
–
–
–
–
–
–
–
–
–
–
–
–
(10,000)
34,100
5,421
8,914
2,721,521
432,650
711,426
386,750
Meets
208,720
Meets
198,713
Meets
17,349,014 1,384,624,807
191,565
Meets
– 12,658,576
N/A
N/A
N/A
–
–
3,000
7,875
239,430
215,868
Meets
N/A
N/A
N/A
1 Number of shares held on 30 June 2023 and at the date of this report, or number of shares held at date of retirement, if earlier.
Michael Gregg and Arlene Tansey retired on 23 November 2022.
2 Value of shareholding was calculated based on $79.81, the closing share price on 30 June 2023.
3 Minimum shareholding guideline is the annualized Non-Executive Director fee as at 30 June 2023.
Andrew Harrison
Richard Dammery
Teresa Engelhard
Charles Gibbon
Michael Gregg
Michael Malone
Arlene Tansey 2
Share rights held
on 30 June 2022
Awarded
Vested and
converted
Lapsed
Share rights held
on 30 June 2023 1
658
1,398
373
–
365
–
933
2,001
3,911
2,130
–
–
–
(1,658)
(3,353)
(1,438)
–
(365)
–
–
–
–
–
–
–
2,662
(2,042)
(1,553)
1,001
1,956
1,065
–
–
–
–
1. Or date of retirement if earlier. Michael Gregg and Arlene Tansey retired on 23 November 2022.
2. The Board approved for 1,109 share rights to be retained by Arlene Tansey upon retirement based on the five months of fees sacrificed
for FY23. The retained share rights converted to shares on 24 November 2022 and the remaining 1,553 share rights granted under the
FY23 NED Share Plan lapsed.
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 3
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
$496,200
Fixed remuneration – remuneration equity
–
–
$760,000
$175,000
$935,000
$520,000
$286,000
$806,000
$1,000,000
$496,200
15 April 2019
1 July 2017
22 September 2017
1 July 2020
12 months
3 months
6 months
3 months
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 (Cth) requirements, for the period from 1 July 2022 to 30 June 2023 and the prior period:
Short-term
benefits
Cash
incentive
Post
employment
Share-based
payments
Long-term
benefits
Total
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
Richard
White
Maree
Isaacs
Andrew
Cartledge
Brett
Shearer
Total
Base salary
and benefits 1
$974,708
$976,432
$459,708
–
–
–
$398,932
$200,000
Super-
annuation
$25,292
$23,568
$25,292
$23,568
Share rights
Other 2
Performance-
related
–
–
$91,347
$1,091,347
$94,077
$1,094,077
$148,649
$13,624
$647,273
–
$45,754
$668,254
$726,268
$150,000
$25,292
$1,149,775
$46,872
$2,098,207
$691,432
$476,148
$451,432
–
–
–
$23,568
$936,924
$42,690
$1,694,613
$25,292
$598,600
$26,103
$1,126,144
$23,568
$551,910
$65,608
$1,092,518
FY23
$2,636,830
$150,000
$101,170
$1,897,024
$177,947
$4,962,970
FY22
$2,518,228
$200,000
$94,272
$1,488,834
$248,129
$4,549,462
–
–
23%
30%
57%
48%
37%
32%
N/A
N/A
1 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. FY23 base salary included increases to fixed remuneration effective 1 July 2022 for Maree Isaacs,
Andrew Cartledge and Brett Shearer. FY23 short-term benefits included a $5,000 work anniversary gift card for Maree Isaacs, $1,560
Ways of Working allowance for Andrew Cartledge and $1,440 Ways of Working allowance for 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.
– The Equity Incentives 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 any Group company, the Board may deem any award of share rights held
by the participant is to be forfeited.
– No dividends or dividend equivalents are paid on share rights.
Details of share rights granted in FY23
Grant
Share rights
granted
Grant date
Fair value at
grant date
Face value
of grant
at time of
award
Andrew Cartledge
FY22 Bonus
22,407
24-Aug-22
$59.77
$866,255
FY23 Remuneration
Equity Increase
706
24-Aug-22
$59.77
$29,002
Brett Shearer
FY22 Bonus
6,014
24-Aug-22
$59.77
$232,501
FY23 Remuneration
Equity Increase
609
24-Aug-22
$59.77
$25,018
Vesting schedule
4 annual tranches
commencing 25-Aug-22
4 annual tranches
commencing 3-Jul-23
4 annual tranches
commencing 25-Aug-22
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 3
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
FY23
Share
rights
vested
in FY23
% of
total
grant
vested
Value of
share
rights
vested
Unvested
rights at
30 June
2023
Future vesting
schedule
30-Aug-19
25,319 $36.93
$935,031
(18,987)
01-Jul-22
(6,332)
100% $791,555
– –
30-Aug-19
3,553
$36.93
$131,212
(1,776)
01-Jul-22
(888)
75%
$78,251
889 1 annual tranche
from 3-Jul-23
01-Jul-20
4,890
$18.55
$90,710
(1,222)
01-Jul-22
(1,222)
50%
$85,015
2,446 2 annual tranches
from 3-Jul-23
17-Aug-20
12,225
$19.48
$238,143
(6,112)
01-Jul-22
(3,056)
75% $272,137
3,057 1 annual tranche
from 3-Jul-23
01-Feb-21
10
$31.20
$312
– 01-Feb-23
(10)
100%
$595
– –
07-Jun-21
3,536 $29.43
$104,064
–
01-Jul-22
(884)
25% $33,398
2,652 3 annual tranches
from 3-Jul-23
25-Aug-21
23,585 $46.50 $1,096,703
(5,896)
01-Jul-22
(5,896)
50% $497,976
11,793 2 annual tranches
02-May-22
354
$41.97
$14,857
02-May-22
2,300
$41.97
$96,531
–
–
01-Jul-22
(88)
25%
$3,325
from 3-Jul-23
266 3 annual tranches
from 3-Jul-23
–
–
–
–
2,300 4 annual tranches
from 3-Jul-23
24-Aug-22
22,407
$59.77
$1,339,266
– 25-Aug-22
(5,601)
25% $329,619
16,806 3 annual tranches
24-Aug-22
706
$59.77
$42,198
–
–
–
–
–
from 3-Jul-23
706 4 annual tranches
from 3-Jul-23
Award
FY19 Performance
Equity Incentives
FY20 Remuneration
Equity
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
FY22 Performance
Equity Incentives
FY23 Remuneration
Equity Increase
Remuneration Report 9 0
Brett Shearer
Award
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
FY22 Performance
Equity Incentives
FY23 Remuneration
Equity Increase
Grant
date
Share
rights
granted
Fair
value
at grant
date
Fair value
of grant
Share
rights
vested
prior
years
Vesting
date in
FY23
Share
rights
vested
in FY23
% of
total
grant
vested
Value of
share
rights
vested
Unvested
rights at
30 June
2023
Future vesting
schedule
01-May-19
1,787
$22.64
$40,458
(1,338)
01-Jul-22
(449)
100% $52,349
30-Aug-19
51
$36.93
$1,883
(36)
01-Jul-22
(15)
100%
$1,614
30-Aug-19 10,660 $36.93
$393,674
(7,995)
01-Jul-22
(2,665)
100% $333,258
– –
– –
– –
30-Aug-19
5,330 $36.93
$196,837
(2,664)
01-Jul-22
(1,332)
75%
$117,376
1,334 1 annual tranche
from 3-Jul-23
01-Jul-20
7,335
$18.55
$136,064
(1,833)
01-Jul-22
(1,833)
50% $127,522
3,669 2 annual tranches
from 3-Jul-23
17-Aug-20
9,780
$19.48
$190,514 (4,890)
01-Jul-22
(2,445)
75% $217,727
2,445 1 annual tranche
from 3-Jul-23
07-Jun-21
6,679 $29.43
$196,563
–
01-Jul-22
(1,669)
25% $63,055
5,010 3 annual tranches
from 3-Jul-23
25-Aug-21
11,006 $46.50
$511,779
(2,751)
01-Jul-22
(2,751)
50% $232,349
5,504 2 annual tranches
from 3-Jul-23
02-May-22
5,222
$41.97
$219,167
–
–
–
–
–
5,222 4 annual tranches
24-Aug-22
6,014
$59.77
$359,457
- 25-Aug-22
(1,503)
25% $88,452
24-Aug-22
609
$59.77
$36,400
–
–
–
–
–
from 3-Jul-23
4,511 3 annual tranches
from 3-Jul-23
609 4 annual tranches
from 3-Jul-23
Related party transactions
During FY23, 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 Consolidated 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 3
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 2023 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 Consolidated 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 and CEO)
– Richard Dammery
– Teresa Engelhard
– Charles Llewelyn Gibbon
– Michael John Gregg (retired 23 November 2022)
– Maree McDonald Isaacs
– Michael Malone
– Arlene Mary Tansey (retired 23 November 2022).
The qualifications, experience and special responsibilities of the current Directors, including details of other listed company
directorships held during the last three years, are detailed in the section headed Board of Directors in this report.
Director attendance at meetings in FY23
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
Held
Attended
Held
Attended
Held
Attended
Held
Attended
14
14
14
14
14
7
14
14
7
14
14
13
14
13
7
14
13
4
–
–
6
–
6
–
–
6
3
–
–
6
–
5
–
–
6
2
2
2
–
2
–
–
–
–
–
2
2
–
2
–
–
–
–
–
–
–
5
5
–
2
–
5
–
–
–
5
5
–
2
–
5
–
Andrew Harrison
Richard White
Richard Dammery
Teresa Engelhard
Charles Gibbon
Michael Gregg
Maree Isaacs
Michael Malone
Arlene Tansey
1. Michael Gregg and Arlene Tansey retired from the Board on 23 November 2022.
2. Arlene Tansey was granted leave of absence for the Board meetings held in October and November 2022 and for the Audit & Risk
Committee meeting held in November 2022.
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 in the section headed Board of Directors.
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.
Dividends
Details of dividends paid during FY23 and the prior period are disclosed in note 6 to the Consolidated 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 Consolidated 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.
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.
During FY23, 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.
Proceedings on behalf of the Group
Under section 237 of the Corporations Act 2001 (Cth), 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.
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 3
9 3
Remuneration Report
Information on WiseTech’s remuneration framework and the FY23 outcomes for key management personnel are included in the
Remuneration Report.
Corporate governance
Our Corporate Governance Statement for FY22 is available from our website:
www.wisetechglobal.com/investors/corporate-governance/
Our FY23 statement is expected to be published in October 2023.
Non-audit services
During the year, KPMG, the Company’s auditor, performed certain other services in addition to the audit and review of the
Consolidated 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 Consolidated financial statements included in this report.
The Board has considered the non-audit services provided during FY23 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 FY23 by the
auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 (Cth)
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 forms part of the Directors’ Report for the financial year ended 30 June 2023.
Signed in accordance with a resolution of the Directors.
Andrew Harrison
Chair
23 August 2023
Richard White
Executive Director, Founder and CEO
23 August 2023
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 2023 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
23 August 2023
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.
30
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 3
9 5
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 $880m in the past five years. In FY23, we reinvested 32%
of our revenues in product development and innovation and
delivered 1,130 new product enhancements on the CargoWise
application suite. 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 users
and volume of transactions, or that they cease to use our
software altogether, leading to a reduction in revenue.
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 39 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
WiseTech Global’s growth, both organic and through acquisition,
increases our exposure to a wide range of compliance and
regulatory requirements. To mitigate this risk, we continually
monitor the regulatory requirements in our global network
to aim for full compliance.
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;
– having no material reliance on any single customer; 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 (96%) of recurring revenue mainly from our CargoWise
platform in FY23 and our low level (<1%) of annual customer
attrition (by CargoWise application suite customers) every
year for the last 11 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, 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 (FY23:
approximately 80%) 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 improve our resilience and mitigate this risk by: operating
separate data centers in three distinct regions around the
world to reduce reliance on any individual data center; having
a global network of support centers providing 24/7 365 support
internally; and automated replication of data.
In addition, we have a business continuity management
framework in place, including disaster recovery planning and
testing, incident response plans and crisis management plans.
Our technology framework provides for segregation of data,
backups stored on independent infrastructures and critical
access monitoring.
The risks and controls related to continuity of service are
continually assessed, modified and improved as the internal
and external environment changes.
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 have completed an independent Service Organization
Control audit of our key WiseCloud systems. We perform
penetration testing on our key business systems (including
our acquired businesses) and remediate any potential issues
identified by the testing.
We further manage and document 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 3
9 7
Financial Report contents
for the year ended 30 June 2023
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
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
127
128
129
130
131
132
142
145
147
148
150
151
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 income/(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 income/(loss), net of tax
Notes
3
24
24
4
2023
$M
816.8
(125.6)
691.3
(185.8)
(69.3)
(135.9)
(391.1)
2022
$M
632.2
(92.5)
539.7
(142.9)
(50.0)
(91.8)
(284.7)
300.2
255.0
7.8
(7.1)
0.2
0.8
301.0
(88.8)
212.2
(0.5)
46.3
45.8
1.4
(4.1)
0.1
(2.6)
252.4
(57.7)
194.6
(10.2)
8.9
(1.3)
Total comprehensive income, net of tax
258.0
193.4
Earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
5
5
64.8
64.6
59.7
59.7
1 For the year ended 30 June 2023, included in General and administration expenses are $1.1m of restructuring expenses (FY22: $0.9m)
and $26.4m of M&A expenses (FY22: $2.3m).
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 2023 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 3
9 9
Notes
2023
$M
2022
$M
9
10
24
11
7
8
4
24
11
12
15
16
13
19
24
14
16
19
4
24
14
143.0
121.0
7.2
–
93.3
364.5
2,192.1
88.9
5.2
–
8.0
2,294.1
2,658.6
85.3
225.0
10.9
30.9
36.0
24.7
16.2
151.6
580.6
20.5
11.4
117.1
4.2
30.3
183.5
764.1
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
1,894.6
1,315.2
17
1,254.7
(33.6)
673.4
1,894.6
906.3
(101.0)
509.9
1,315.2
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 2023 1 0 0
Share
capital
$M
Treasury
share
reserve
$M
Acquisition
reserve
$M
Cash flow
hedge
reserve
$M
Notes
Balance as at 1 July 2021
827.8
(55.0)
(17.3)
17
17
6
17
17
19
Net profit for the year
Other comprehensive loss,
net of tax
Total comprehensive
income/(loss), net of tax
Shares issued to employee
share trust
Shares issued for
acquisition of subsidiaries
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
settled share-based
payment
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)
Share-
based
payment
reserve
$M
Foreign
currency
translation
reserve
$M
47.9
(40.6)
–
–
–
–
–
–
–
–
(13.2)
31.2
(0.2)
4.4
–
22.2
–
8.9
8.9
–
–
–
–
–
–
–
–
–
–
–
Retained
earnings
$M
345.8
194.6
Total
equity
$M
1,106.0
194.6
–
(1.3)
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
(2.5)
–
(10.2)
(10.2)
–
–
–
–
–
–
–
–
–
–
–
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 2023 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 3
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
Retained
earnings
$M
Total
equity
$M
Balance as at 1 July 2022
906.3
(109.2)
(17.4)
(12.7)
70.1
(31.8)
509.9
1,315.2
Net profit for the year
Other comprehensive loss,
net of tax
Total comprehensive
income/(loss), net of tax
Shares issued to employee
share trust
Shares issued for
acquisition of subsidiaries
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
settled share-based
payment
Revaluation of subsidiary
due to hyperinflationary
economy
Total contributions
and distributions
Balance as at
30 June 2023
17
17
6
17
17
19
19
–
–
–
–
–
–
38.0
(38.0)
309.2
–
1.0
(0.2)
–
–
0.4
–
–
–
–
–
–
28.4
–
–
–
–
–
–
–
–
(0.2)
–
–
–
–
–
–
–
–
348.4
(9.6)
(0.2)
–
(0.5)
(0.5)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(20.7)
48.5
(0.4)
4.0
–
31.5
–
212.2
212.2
46.3
–
45.8
46.3
212.2
258.0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
308.9
(42.6)
(42.6)
–
–
(7.7)
1.0
(0.2)
–
–
48.5
(0.1)
(0.1)
–
4.0
1.8
1.8
(48.7)
321.3
1,254.7
(118.8)
(17.7)
(13.2)
101.6
14.5
673.4
1,894.6
These Consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of changes in equityfor the year ended 30 June 2023
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 borrowings
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 from/(used in) financing activities
Net (decrease)/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
2023
$M
2022
$M
858.6
(425.3)
(52.9)
380.5
(740.1)
(114.7)
(27.2)
7.8
650.4
(310.9)
(32.9)
306.7
(3.4)
(75.4)
(26.8)
1.4
(874.2)
(104.3)
225.0
38.0
(0.3)
(38.1)
(9.7)
(4.7)
(41.6)
168.6
(325.2)
483.4
(15.3)
143.0
–
70.8
(0.1)
(70.8)
(7.8)
(3.9)
(26.5)
(38.2)
164.2
315.0
4.2
483.4
22
18
7
9
9
1 For the year ended 30 June 2023, $1.5m of payments related to restructuring activities (FY22: $1.2m) and $24.7m of M&A activities
(FY22: $1.5m) are included in payments to suppliers and employees.
These Consolidated financial statements should be read in conjunction with the accompanying notes.
Consolidated statement of cash flowsfor the year ended 30 June 2023 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 3
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 (Group) for the year ended 30 June 2023. 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.
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;
– Contingent consideration which is measured at fair value in accordance with AASB 13 Fair Value Measurement; and
– Value of assets and liabilities acquired which is measured at fair value in accordance with AASB 3 Business Combinations.
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 23 August 2023.
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 2022.
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.
Going concern
The accompanying Consolidated financial statements have been prepared assuming the Group will continue as a going concern.
The Group’s financial position is strong with robust cash generation, and significant liquidity to support its strategic and operational
initiatives. The Group has net current liabilities of $216.1m (FY22: net current assets of $401.8m), which includes a $225m term loan
maturing in March 2024 which the Group can repay and redraw against existing undrawn long-term facilities of $250m at any time.
The net current liability position does not impact the Group’s ability to continue as a going concern or pay its debts as and when
they become due and payable.
The Group 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 Group’s customer base is significant and
comprises large, medium and small operators. The Group is not subject to concentration of credit risk. As at 30 June 2023,
the Group has sufficient cash to meet all committed liabilities and future expected liabilities.
Notes to the financial statementsfor the year ended 30 June 2023 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
112
116
121
135
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 Company’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.
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
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 2023 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 3
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 OTL maintenance revenue
OTL and support services
Total revenue
2023
$M
683.0
101.5
32.4
816.8
2022
$M
491.6
74.2
66.5
632.2
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 2023 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 2023 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 3
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% (2022: 30%)
Adjusted for:
Other assessable income
Non-deductible expenses
Non-deductible acquisition expense
(Over)/under 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
2023
$M
65.1
23.8
(1.0)
0.9
88.8
2023
$M
301.0
90.3
1.5
1.2
7.5
(0.1)
100.4
(2.4)
(0.1)
(2.8)
(6.1)
(0.2)
88.8
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
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 2023 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
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
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 0 9
4.
Income tax (continued)
2023
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
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
26.0
(1.0)
(2.3)
2.5
2.3
(5.1)
2.0
(0.5)
(0.9)
0.5
(3.2)
3.6
0.7
24.7
–
13.8
17.7
–
–
–
(9.0)
(1.0)
–
–
–
–
0.9
22.3
0.2
0.1
0.2
0.1
–
(0.6)
(1.1)
–
–
–
–
–
–
–
–
–
–
–
(1.4)
–
–
(1.9)
(0.1)
(2.4)
–
–
(1.0)
(5.8)
Total
$M
102.9
15.9
16.0
5.6
5.5
(19.6)
(22.5)
(1.5)
(5.6)
(0.1)
11.9
2.6
0.9
111.9
Key accounting estimates and judgments - Income tax
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 $24.7m
(FY22: $2.7m) have not been recognized.
Notes to the financial statementsfor the year ended 30 June 2023 1 1 0
5. Earnings per share
The following reflects the income and share data used in the basic and diluted earnings per share (EPS) computations:
Net profit after income tax ($M)
Weighted average number of ordinary shares (in millions)
Basic weighted average number of ordinary shares
Shares issuable in relation to equity-based compensation schemes
Diluted weighted average number of ordinary shares
Basic EPS (cents)
Diluted EPS (cents)
Significant accounting policies
2023
212.2
327.5
1.0
328.5
64.8
64.6
2022
194.6
326.0
0.1
326.0
59.7
59.7
Basic EPS is calculated by dividing net profit after income tax by the weighted average number of ordinary shares outstanding
during the year.
Diluted EPS is calculated by dividing net profit after income tax 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 (FY22: 6.40 cents per share, FY21: 3.85
cents per share)
- Paid in cash
- Paid via DRP
Interim dividend for the current reporting period
(FY23: 6.60 cents per share, FY22: 4.75 cents per share)
- Paid in cash
- Paid via DRP
Franking credit balance
2023
$M
2022
$M
20.2
0.7
21.4
0.3
42.6
11.8
0.7
14.7
0.8
28.0
Franking amount balance as at the end of the financial year
72.7
48.6
Final dividend on ordinary shares
Final dividend for FY23: 8.40 cents per share (FY22: 6.40 cents per share)
27.9
20.9
After the reporting date, a dividend of 8.40 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 2023 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 3
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
intangibles
$M
Total
$M
At 30 June 2021
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 2021
Additions
Transfers/
reclassifications
Acquisition via
business combination
Amortization
Exchange differences
Net book value
at 30 June 2022
At 30 June 2022
(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
(0.1)
632.0
(29.5)
11.5
(11.3)
12.0
(4.4)
10.4
3.6
0.6
–
–
(1.4)
–
632.0
–
–
6.1
–
8.0
11.5
0.9
–
0.3
(4.0)
–
12.0
10.4
–
–
0.1
(2.3)
0.4
–
–
0.2
(1.6)
(0.1)
258.9
24.5
2.8
646.2
8.6
10.1
9.0
(0.1)
1.1
1.1
0.2
–
–
(128.6)
904.5
904.5
84.0
–
6.8
(0.1)
(43.0)
–
1.1
9.0
961.2
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
At 1 July 2022
Additions
Transfers/
reclassifications
Acquisition via
business combination
Amortization
Exchange differences
Net book value
at 30 June 2023
At 30 June 2023
(112.6)
258.9
258.9
–
–
24.5
24.5
133.2 1
103.4
(103.4)
–
(42.6)
1.8
–
–
–
(5.4)
2.8
(0.1)
646.2
(33.2)
8.6
(13.9)
10.1
(6.0)
9.0
(0.3)
1.1
(171.4)
961.2
2.8
1.6
–
–
(1.7)
(0.1)
646.2
–
–
867.4
–
37.5
8.6
2.2
–
118.5
(7.9)
2.5
10.1
9.0
–
–
–
–
91.0
(3.9)
2.2
30.2
(2.4)
1.4
1.1
0.1
–
–
(0.1)
–
1.1
961.2
137.2
–
1,107.2
(58.7)
45.2
2,192.1
321.5
54.3
2.6
1,551.0
123.8
99.5
38.2
Cost
477.2
54.3
9.8
1,551.1
166.1
117.5
46.8
1.6
2,424.3
Accumulated
amortization and
impairment
Net book value
(155.8)
321.5
–
54.3
(7.2)
2.6
(0.1)
1,551.0
(42.2)
123.8
(18.0)
99.5
(8.6)
38.2
(0.4)
(232.3)
1.1
2,192.1
1 FY23 includes $4.5m (FY22: nil) of accrued expenses, $2.2m (FY22: $1.9m) of depreciation charges on right-of-use (ROU) assets and
$0.3m (FY22: $0.3m) of interest costs.
Notes to the financial statementsfor the year ended 30 June 2023 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 projects/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 2023 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 3
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.
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 which
is consistent with the Group being assessed and managed as a single operating segment. At 30 June 2023, 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.
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 2023
A value-in-use discounted cash flow model has been used at 30 June 2023 to value the Group’s CGUs incorporating financial plans
approved by the Board for year ending 30 June 2024 and management projections for years ending 30 June 2025 to 30 June 2028.
These include projected revenues, gross margins and expenses and have been determined with reference to historical Group
experience, industry data and management’s expectation for the future.
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
2023
9.8%
11.7%
2.5%
2022
9.6%
11.5%
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 2023 1 1 4
8. Property, plant and equipment
Plant and
equipment
$M
Leasehold
improvements
$M
Right-of-use
assets
$M
At 30 June 2021
Cost
Accumulated depreciation
Net book value
At 1 July 2021
Additions
Acquisition via business combination
Remeasurement
Transfers
Depreciation
Exchange differences
Disposals
Net book value at 30 June 2022
At 30 June 2022
Cost
Accumulated depreciation
Net book value
At 1 July 2022
Additions
Acquisition via business combination
Remeasurement
Transfers
Depreciation
Exchange differences
Disposals
Net book value at 30 June 2023
At 30 June 2023
Cost
Accumulated depreciation
Net book value
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
41.9
26.5
2.1
–
0.1
(16.6)
1.2
(0.1)
55.1
123.0
(67.9)
55.1
9.3
(5.7)
3.6
3.6
1.3
–
–
(0.1)
(1.2)
–
–
3.6
10.5
(6.9)
3.6
3.6
0.7
0.8
–
(0.1)
(1.3)
0.1
–
3.9
11.7
(7.9)
3.9
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
30.3
5.2
4.7
0.2
–
(11.3)
0.8
–
29.9
62.8
(32.9)
29.9
Total
$M
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
75.8
32.4
7.7
0.2
–
(29.2)
2.2
(0.1)
88.9
197.6
(108.7)
88.9
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 2023 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 3
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
Annual depreciation rate
Plant and equipment
5%–50%;
Leasehold improvements
10%–30%; 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
2023
$M
2022
$M
143.0
483.4
The effective interest rate on cash and cash equivalents was 1.97% per annum (FY22: 0.35% per annum).
In addition, the Group holds $53.8m of funds collected on behalf of customers at the reporting date, to pay on pre-set dates
or on demand. This cash is restricted and not available for use in the Group’s ordinary business operations, and is included in other
current assets (refer to note 11), with an off-setting liability included in other liabilities (refer to note 14).
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
2023
$M
126.6
(5.6)
121.0
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
Acquisition via business combination
Impairment loss recognized
Amount written off
Closing balance
2023
$M
2022
$M
3.3
1.3
1.9
(1.0)
5.6
3.6
–
3.5
(3.8)
3.3
Notes to the financial statementsfor the year ended 30 June 2023 1 1 6
10. Trade receivables (continued)
Trade receivables that were considered recoverable as at 30 June were as follows:
Not past due
Past due 0–30 days
Past due 31–60 days
Past due more than 60 days
2023
$M
105.9
6.6
2.7
5.8
121.0
2022
$M
81.4
5.4
0.8
0.4
88.0
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.
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).
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 2023 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 3
1 1 7
11. Other assets
Current
Funds collected on behalf of customers 1
Prepayments
Withholding taxes
Unbilled receivables
Deposits
Indirect tax receivables
Contract assets
Other
Non-current
Prepayments
Withholding taxes
Contract assets
Deposits
Other
1 Funds collected on behalf of customers represents funds to pay on pre-set dates or on demand.
Movements in unbilled receivables:
Opening balance
Acquisition via business combination
Accrued revenue recognized
Subsequently invoiced and transferred to trade receivables
Exchange differences
2023
$M
2022
$M
53.8
25.1
4.7
3.1
1.6
2.9
0.3
1.9
–
16.7
–
4.0
0.9
1.0
0.7
1.0
93.3
24.3
5.5
–
0.6
1.4
0.5
8.0
1.8
2.9
0.9
0.9
0.9
7.4
2023
$M
2022
$M
4.0
0.9
5.3
(7.3)
0.2
3.1
2.8
–
5.1
(4.0)
0.1
4.0
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 2023 1 1 8
12. Trade and other payables
Trade payables
Other payables and accrued expenses
2023
$M
48.3
37.0
85.3
2022
$M
44.8
30.7
75.5
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
2023
$M
30.9
30.9
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
2023
$M
12.5
15.2
(32.3)
34.9
0.6
30.9
2022
$M
12.5
12.5
2022
$M
25.8
0.5
(42.5)
28.7
–
12.5
The Group does not disclose further 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 2023 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 3
1 1 9
14. Other liabilities
Current
Liabilities related to funds collected on behalf of customers 1
Customer deposits 2
Contingent consideration 3
Deferred consideration 4
Indirect taxes payable 5
Customer payables
Other current liabilities
Non-current
Contingent consideration 3
Other non-current liabilities
2023
$M
53.8
49.6
15.0
–
9.2
1.0
23.1
151.6
17.4
12.9
30.3
181.9
2022
$M
–
39.0
9.5
1.8
12.6
0.8
3.0
66.7
21.7
1.3
23.0
89.6
1 Liabilities related to funds collected on behalf of customers represents amounts payable on pre-set dates or on demand.
2 Customer deposits represents amounts paid in advance by customers to prepay for services in exchange for price discounts.
3 See note 24 for accounting policy and measurement of contingent consideration.
4 Deferred consideration represents the amount payable on acquisition which is time-based and not contingent on any
5
performance conditions.
Indirect taxes payable balance represents indirect tax liabilities in overseas jurisdictions, which are likely to be finalized and settled
in future periods.
15. Borrowings
Bank debt facilities
In July 2021, the Group executed unsecured bilateral revolving bank debt facilities with a total commitment of $225m maturing
in July 2025. These existing debt facilities remained undrawn as at 30 June 2023.
In February 2023, the Group added a three-year revolving facility of $25m maturing in April 2026 which remained undrawn
as at 30 June 2023 and a 12-month term loan facility of $225m maturing in March 2024 which was fully utilized in March 2023
to facilitate the acquisition of Blume Global. The covenant package, group guarantees and other common terms and conditions
in respect of these new debt facilities are governed under the Common Terms Deed Poll executed in July 2021.
As at 30 June 2023, $0.5m of the facilities executed in July 2021 was utilized for bank guarantees.
Notes to the financial statementsfor the year ended 30 June 2023 1 2 0
16. Lease liabilities
Current
Lease liabilities
Non-current
Lease liabilities
2023
$M
10.9
10.9
20.5
20.5
31.4
2022
$M
9.5
9.5
24.0
24.0
33.6
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 (refer to note 8).
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 2023 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 3
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.
2023
$M
33.6
5.1
3.7
(12.9)
1.2
0.8
31.4
2022
$M
35.0
8.1
0.3
(11.0)
1.3
(0.1)
33.6
Notes to the financial statementsfor the year ended 30 June 2023 1 2 2
17. Share capital and reserves
Ordinary shares issued and fully paid
At 1 July 2021
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 2022
At 1 July 2022
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 2023
Shares
(thousands)
324,914
123
1,275
29
5
–
$M
827.8
6.0
70.8
1.5
0.2
(0.1)
326,346
906.3
326,346
4,857
630
16
8
–
906.3
309.2
38.0
1.0
0.4
(0.2)
331,857
1,254.7
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 2023, the Trust held 2,628,350 shares of the Company (2022: 2,689,073 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.
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.
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 2 3
17. Share capital and reserves (continued)
During the year, the Group issued $309.2m in shares to pay for obligations under acquisition agreements. In addition, at 30 June 2023
the Group had debt facilities of $475m, out of which $225m was drawn (FY22: $nil). The total equity of the Group at 30 June 2023 was
$1,894.6m (FY22: $1,315.2m) and total cash and cash equivalents at 30 June 2023 were $143.0m (FY22: $483.4m).
The Group is not subject to any externally imposed capital requirements.
18. Business combinations
Acquisitions in 2023
During the year ended 30 June 2023, the Group completed the following acquisitions:
Business acquired
Date of acquisition
Description of acquisition
Bolero.net Limited
1 July 2022
Leading provider of electronic bills of lading and digital document capabilities
to facilitate global trade
Shipamax Inc
1 November 2022
Leading provider of document ingestion software
Envase Holdings, Inc 1 February 2023
Blume Global, Inc
1 April 2023
Leading provider of transport management systems software for intermodal
trucking and landside logistics in North America
Leading provider of intermodal solutions to railroads, ocean carriers, freight
forwarders and beneficial cargo owners in North America
Please refer to note 25 for details of subsidiaries acquired.
Envase and Blume are considered individually significant acquisitions completed during the year. Accordingly, key information
on these two acquisitions has been presented separately and the remaining two acquisitions on an aggregated basis in the ‘Others’
column as set out below.
Details of the fair value of the identifiable assets acquired, liabilities assumed, and goodwill determined are set out in the following
tables. With the exception of Bolero.net Limited, 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 receivables
Unbilled receivables
Other current assets
Intangible assets
Property, plant and equipment
Deferred tax assets
Trade and other payables
Lease liabilities
Deferred revenue
Employee benefits
Current tax liabilities
Other current liabilities
Deferred tax liabilities
Other non-current liabilities
Fair value of net identifiable assets acquired
Total consideration paid and payable
Less: Fair value of net identifiable assets acquired
Goodwill
Envase
$M
Blume
$M
Others
$M
9.6
5.4
–
–
2.2
90.6
0.7
3.4
(8.7)
(0.2)
(3.3)
–
(0.1)
(9.1)
–
(2.9)
87.6
338.9
(87.6)
251.3
21.4
6.2
–
0.3
57.7
144.8
6.8
–
(28.7)
(3.4)
(7.9)
(3.0)
–
(67.9)
(25.5)
(2.0)
98.8
621.4
(98.8)
522.6
1.8
1.5
1.4
0.2
1.0
4.4
0.1
–
(4.1)
(0.1)
(4.1)
(0.5)
–
(0.1)
(0.4)
–
1.2
94.7
(1.2)
93.5
Total
$M
32.8
13.1
1.4
0.5
60.9
239.8
7.6
3.4
(41.7)
(3.7)
(15.2)
(3.5)
(0.1)
(76.9)
(25.9)
(4.9)
187.6
1,055.0
(187.6)
867.4
Notes to the financial statementsfor the year ended 30 June 2023 1 2 4
18. Business combinations (continued)
Envase Holdings
Envase provides cloud-based transportation management systems (TMS) and mobile applications to the supply chain, with
a core focus on the drayage trucking market. The software merges order entry, truck dispatch, container tracking, electronic
data interchange document imaging, invoicing, and billing settlements, among other functions, into a single, streamlined system
providing efficiencies and visibility across the supply chain.
On 1 February 2023, the Group acquired 100% of the shares and voting interests in Envase. Total upfront consideration was $338.9m
comprising of cash paid of $231.8m and new equity shares issued to the vendors of $107.1m. The fair value of the ordinary shares
issued was based on the listed share price of the Company at 1 February 2023 of $59.50 where 1,799,551 shares were issued.
The acquisition included $9.6m of cash and cash equivalents acquired.
A provisional valuation was undertaken in relation to acquired intangible assets with respect to customer relationships, trade name
and intellectual property totaling $90.6m.
The methodology used to derive the value of customer relationships was the multi-period excess earnings method (MEEM).
The MEEM considers the present value of cash flows expected to be generated by the customer relationships, excluding any cash
flows related to contributory assets.
The relief from royalty method was used to value the trade name whereby it considers the discounted estimated royalty payments
that are expected to be avoided as a result of the trademarks being owned.
The cost approach was adopted to value intellectual property which estimates the costs necessary to develop a similar asset
of equivalent functionality at costs applicable at the time.
The trade receivables balance represented the gross contractual amounts due of $6.3m, of which $0.9m was expected
to be uncollectible at the date of acquisition.
Goodwill is attributable mainly to the key management, specialized know-how of the workforce, employee relationships, competitive
position and service offerings that did not meet the recognition criteria as an intangible asset at the date of acquisition. As the
valuation of the business is currently provisional, the amount of goodwill that is deductible for tax purposes is yet to be determined.
Envase contributed $16.1m to Group revenue and a reduction to net profit of $3.2m from the date of acquisition. If it had been
acquired from 1 July 2022, the contribution to Group revenue would have been $38.7m and a reduction to net profit of $7.7m.
Blume Global
Blume Global is a leading provider of intermodal solutions to railroads, ocean carriers, freight forwarders and beneficial cargo
owners in North America. It is a supply chain orchestration platform that unites end-to-end visibility, supplier management and
multimodal logistics planning and execution. As the single source for manufacturing and logistics data, Blume provides visibility
throughout the value chain, from sourcing to delivery, allowing customers to use Blume solutions to navigate disruptions and
create and execute agile plans amid supply chain uncertainty. Blume has the most extensive network of carriers and locations
among logistics technology providers.
On 1 April 2023, the Group acquired 100% of the shares and voting interests in Blume. Total upfront consideration was $621.4m
comprising of cash paid of $425.0m and new equity shares issued to the vendors of $196.4m. The fair value of the ordinary
shares issued was based on the listed share price of the Company at 3 April 2023 of $66.66 where 2,945,949 shares were issued.
The acquisition included $21.4m of cash and cash equivalents acquired.
A provisional valuation was undertaken in relation to acquired intangible assets with respect to customer relationships, trade name
and intellectual property totaling $144.8m.
The methodology used to derive the value of customer relationships was MEEM. The MEEM considers the present value of cash
flows expected to be generated by the customer relationships, excluding any cash flows related to contributory assets.
The relief from royalty method was used to value trade name and intellectual property whereby it considers the discounted
estimated royalty payments that are expected to be avoided as a result of the trade marks being owned.
The trade receivables balance represented the gross contractual amounts due of $6.4m, of which $0.2m was expected
to be uncollectible at the date of acquisition.
A contingent liability of $13.8m was recorded on acquisition date in relation to possible claims against the acquisition with respect
to an event that occurred prior to acquisition. The outcome is uncertain and the amount recorded is included within other current
liabilities and is based on management’s best estimate.
Goodwill is attributable mainly to the key management, specialized know-how of the workforce, employee relationships,
competitive position and service offerings that did not meet the recognition criteria as an intangible asset at the date of acquisition.
Goodwill is not expected to be deductible for tax purposes.
Blume contributed $15.4m to Group revenue and a reduction to net profit of $6.3m from the date of acquisition. If it had been
acquired from 1 July 2022, the contribution to Group revenue would have been $61.8m and a reduction to net profit of $25.0m.
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 2 5
18. Business combinations (continued)
Other acquisitions
Goodwill
The total goodwill arising on other acquisitions is $93.5m 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. Goodwill is not expected to be deductible for tax purposes.
Consideration
The upfront consideration was $87.5m, with further contingent consideration payable of $7.6m. 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 was $7.2m. The acquisitions included $1.8m of cash and cash equivalents acquired.
Contribution of acquisitions to revenue and profits
These acquisitions contributed $10.9m to Group revenue and net profit of $0.2m from their respective dates of acquisition. If they had
been acquired from 1 July 2022, the contribution to the Group revenue would have been $11.5m and a reduction to net profit of $0.4m.
M&A related expenses
The Group incurs M&A related expenses for activities undertaken during the current period and/or prior periods. The Group incurred
$26.4m (2022: $2.3m) of expenses for the year ended 30 June 2023 which are recorded within General and administration expenses.
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 2023 1 2 6
18. Business combinations (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.
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 2023 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 3
1 2 7
19. Employee benefits
Wages and salaries
Share-based payment expense
Defined contribution superannuation expense
Total employee benefit expense (gross before capitalization)
Current
Annual leave
Long service leave
Other employee benefits
Non-current
Long service leave
Other employee benefits
Total annual leave and long service leave
Significant accounting policies
2023
$M
318.4
48.2
26.4
393.0
2023
$M
24.7
5.1
6.1
36.0
6.6
4.8
11.4
47.3
2022
$M
236.3
30.9
19.0
286.2
2022
$M
18.8
4.4
–
23.3
4.9
–
4.9
28.2
Current employee benefits
Current employee benefits that are expected to be settled wholly within 12 months after the end of the reporting period includes
annual leave, long service leave, bonus and other incentives and retention entitlements. Current employee benefits are measured
at the (undiscounted) amounts expected to be paid when the obligation is settled.
Employee benefits are presented as current when the Group does not have an unconditional right to defer settlement for at least
12 months after the end of the reporting period.
Non-current employee benefits
Non-current employee benefits includes long service leave, bonus and other incentives, and retention entitlements that are not
expected to be settled wholly within 12 months after the end of the reporting period. Non-current employee benefits are measured
at the present value of the expected future payments to be made to employees.
Expected future long service leave 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 are recognized in profit or loss in the periods in which the changes occur.
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 2023 1 2 8
19. Employee benefits (continued)
Share-based payment transactions
The Company has a number of share-based payment arrangements that were granted to employees during FY23. 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 FY23, 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, and in certain circumstances meeting
predetermined performance criteria. The fair value of the grant is recognized in Consolidated statement of profit or loss to match
to each employee’s service period until vesting. Generally, upon cessation of employment unvested rights are forfeited. The expense
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 payment expense was $48.2m for employees and $0.3m for Non-Executive Directors (2022: $30.9m
for employees and $0.3 for Non-Executive Directors), which was also recognized in the Consolidated statement of profit or loss.
Subsequently, $17.9m (2022: $8.5m) 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
2023
$000
3,870
218
178
2,251
6,517
2022
$000
3,621
198
248
1,810
5,877
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.
One of these companies transacted with the Group during the year. The terms and conditions of this transaction 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
(Founder and CEO) and entity over which he has control or significant influence were as follows:
Director
R White
Transactions
Office leases 1
Transaction values for year
ended 30 June
Balance outstanding
as at 30 June
2023
$000
920
2022
$000
847
2023
$000
–
2022
$000
–
1 The Group leases an office owned by R White, in Chicago, USA which has a five year term ending September 2024 with an annual rent
of US Dollars 0.6m.
The above agreement was made at normal market rates and was approved by the Related Party Committee. The committee was
disbanded in June 2022 and its responsibilities transferred to the Audit & Risk Committee.
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 2 9
21. Auditor’s remuneration
Audit and assurance related services
KPMG Australia
Audit and review of the financial reports
Audit and assurance related services
KPMG overseas and non-KPMG firms
Audit of statutory financial reports KPMG overseas
Audit of statutory financial reports by non-KPMG firms
Total audit and assurance related services KPMG overseas and non-KPMG firms
Total audit and assurance related services
Other services
KPMG overseas and Non-KPMG firms
Other assurance, advisory and taxation services KPMG overseas
Other assurance, advisory and taxation services non-KPMG firms
Total other services KPMG overseas and non-KPMG firms
Total other services
Total auditor’s remuneration
2023
$000
2022
$000
1,212.6
1,212.6
984.0
984.0
869.5
289.2
1,158.7
2,371.3
672.1
114.8
786.8
1,770.8
21.1
11.9
33.0
33.0
23.8
12.0
35.8
35.8
2,404.3
1,806.6
Notes to the financial statementsfor the year ended 30 June 2023 1 3 0
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
Decrease/(increase) in other current and non-current assets
Increase in trade and other payables
Decrease in net current tax liabilities
Increase in net deferred tax liabilities
Increase in derivatives and other liabilities
Increase/(decrease) in deferred revenue
Increase in provisions
Net cash flows from operating activities
2023
$M
2022
$M
212.2
212.2
48.5
29.2
(0.1)
(20.2)
58.7
1.9
(0.8)
0.3
(19.1)
12.4
8.9
16.5
26.3
(1.8)
2.6
4.9
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
380.5
306.7
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 3 1
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 License revenue
Recurring OTL maintenance revenue
OTL and support services
Total revenue
Segment EBITDA 1
Depreciation and amortization
Net finance income/(costs)
Profit before income tax
Income tax expense
Net profit after income tax
2023
$M
683.0
101.5
32.4
816.8
385.7
(85.6)
0.8
301.0
(88.8)
212.2
2022
$M
491.6
74.2
66.5
632.2
319.0
(64.0)
(2.6)
252.4
(57.7)
194.6
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.
No single customer contributed more than 10% of revenue during the current and comparative period.
Geographic information
Revenue generated by customer invoicing location:
Americas
Asia Pacific
Europe, Middle East and Africa (EMEA)
Total revenue
Non-current assets by geographic location:
Americas
Asia Pacific
EMEA
2023
$M
257.2
241.0
318.6
816.8
2023
$M
1,305.2
647.5
341.4
2022
$M
175.6
199.9
256.7
632.2
2022
$M
264.7
519.1
270.6
Total non-current assets
2,294.1
1,054.4
Notes to the financial statementsfor the year ended 30 June 2023 1 3 2
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 2023 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 3
1 3 3
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
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 2023 1 3 4
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 – 2023
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 – 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
Level 1
$M
Level 2
$M
Level 3
$M
Total
$M
–
–
–
–
–
–
–
–
–
–
–
10.0
10.5
–
–
20.5
–
–
–
–
–
–
32.4
32.4
Level 1
$M
Level 2
$M
Level 3
$M
–
–
–
–
–
–
–
–
1.3
0.9
2.2
5.9
9.9
1.8
–
17.6
–
–
–
–
–
–
31.2
31.2
–
–
–
10.0
10.5
–
32.4
52.9
Total
$M
1.3
0.9
2.2
5.9
9.9
1.8
31.2
48.8
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)
2023
$M
(13.7)
(8.3)
6.2
(4.7)
(20.5)
2022
$M
(3.0)
(10.7)
2.1
(2.1)
(13.7)
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.
Deferred consideration was paid during FY23.
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 3 5
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 1 July
Change in fair value estimate 1
Equity payments
Cash payments
Additions
Unwinding interest 1
Foreign exchange differences 1
Closing balance
2023
$M
31.2
(0.2)
(5.7)
(2.6)
7.2
0.9
1.6
32.4
2022
$M
36.5
(0.1)
(5.7)
(0.1)
0.7
(0.1)
–
31.2
1 The effect on profit or loss is due to change in fair value estimate, unwinding of earnout interest on acquisitions 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 2023 1 3 6
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 $143.0m at 30 June 2023 (2022: $483.4m).
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 3 7
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.
2023
Financial liabilities
Bank loans
Contingent consideration 1
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
225.0
(227.2)
(227.2)
11.8
31.4
48.3
37.0
151.7
505.2
(12.7)
(33.8)
(48.3)
(37.0)
(152.6)
(511.6)
(3.4)
(11.8)
(48.3)
(37.0)
(138.8)
(466.5)
–
(9.3)
(22.0)
–
–
(13.8)
(45.1)
1 The total carrying value of contingent consideration is $32.4m, which includes $20.6m to be settled for an equivalent value of shares
once milestones are achieved and become payable and $11.8m in the table above, which will be cash settled.
2022
Financial liabilities
Contingent consideration 2
Lease liabilities
Deferred consideration
Trade payables
Other payables and accrued expenses
Other liabilities
Total
Carrying
amount
$M
6.7
33.6
1.8
44.8
30.7
58.3
175.9
Contractual cash flow
Less than
1 year
$M
1–5 years
$M
(1.2)
(10.6)
(1.8)
(44.8)
(30.7)
(57.0)
(146.1)
(6.3)
(26.1)
-
-
-
(1.3)
(33.7)
Total
$M
(7.5)
(36.7)
(1.8)
(44.8)
(30.7)
(58.3)
(179.8)
2 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.
Notes to the financial statementsfor the year ended 30 June 2023 1 3 8
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
2023
$M
2022
$M
1.0
–
1.2
(0.3)
4.4
1.4
(0.7)
7.1
1.0
(1.0)
1.3
(0.3)
1.5
0.8
0.7
4.1
(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 and Euros.
The Group has exposures surrounding foreign currencies due to non-functional currency transactions within operations
in overseas jurisdictions.
As at 30 June 2023, the Group has hedged approximately 40% for the next 12 months of its estimated foreign currency exposure
in respect of forecasted sales. 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 2023 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 3
1 3 9
24. Financial instruments (continued)
Financial risk management objectives and policies (continued)
Details of total outstanding cash flow hedges are as below:
30 June 2023
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
0.6438
0.6347
0.6937
0.6803
15.8
11.6
27.4
82.9
96.0
178.9
–
–
–
–
–
–
(1.4)
(1.0)
(2.4)
(5.0)
(2.6)
(7.6)
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
30 June 2022
0.5860
0.5860
0.6350
0.6350
0.6925
0.6823
0.7310
0.7250
11.1
1.3
12.4
124.0
11.2
135.2
–
–
–
–
–
–
(0.1)
(0.1)
(0.2)
(9.6)
(0.7)
(10.3)
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.
0.6300
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)
Notes to the financial statementsfor the year ended 30 June 2023 1 4 0
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
1–5 years
Total
USD
Up to 1 year
1–5 years
Total
1 LC - Local currency.
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)
Variance analysis – FY23
A reasonably possible strengthening (weakening) of the USD or EUR weighted average exchange rate against AUD at 30 June 2023
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 2023 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
0.6399
0.6864
0.7039
0.7551
0.5760
0.6178
(0.2)
0.7
0.3
(0.8)
–
–
–
–
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)
–
–
–
–
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 4 1
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 2023 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 2023
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
27.4
4.0
(2.5)
(0.4)
3.0
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 2022
LC
(Millions)
Change (+10%)
LC
(Millions)
Change (-10%)
LC
(Millions)
Change (+10%)
LC
(Millions)
Change (-10%)
LC
(Millions)
18.3
3.8
(1.7)
(0.3)
2.0
0.4
–
–
–
–
Interest rate risk and cash flow sensitivity
At 30 June 2023, the Group held interest bearing financial liabilities (i.e., bank loans) of $225.0m (2022: nil) and held interest bearing
financial assets (i.e. cash and short-term deposits) of $143.0m (2022: $483.4m).
A reasonably possible increase of 100 basis points in interest rates at the reporting date would have decreased the net profit after
tax by $0.6m (FY22: increase by $3.4m). A reasonably possible decrease of 100 basis points in interest rates at the reporting date
would have increased the net profit after tax by $0.6m (FY22: decrease by $3.4m). This analysis assumes that all other variables,
in particular foreign currency exchange rates, remain constant.
Notes to the financial statementsfor the year ended 30 June 2023 1 4 2
25. Group information
Parent entity
WiseTech Global Limited
Subsidiaries
Candent Australia Pty Ltd
CMS Transport Systems Pty Ltd 1
Container Chain Pty Ltd
Containerchain Australia Holdings Pty Ltd
Containerchain Australia Pty Ltd
Containerchain Unit Trust
IFS Global Holdings Pty Ltd
Interactive Freight Systems Pty Ltd
Maximas 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 (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
Infosite Technologies Inc. 4
Tailwind Software Holdings Ltd 4
WiseTech Global (CA) Ltd
Softcargo Chile SpA
Bolero Shanghai Ltd 1,2
WiseTech Global (China) Information Technology Ltd
Blume France Sarl 5
EasyLog SAS
CargoWise GmbH
Containerchain Germany GmbH
Softship GmbH (formerly Softship AG)
znet group GmbH
Blume Global Hong Kong Limited 5
Bolero.Net Ltd 2
Country of
incorporation
Australia
Country of
incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Argentina
Belgium
Brazil
Canada
Canada
Canada
Chile
China
China
France
France
Germany
Germany
Germany
Germany
Hong Kong
Hong Kong
% Equity interest
2023
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
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
–
–
1 Entity de-registered, merged or amalgamated in FY23.
2 Entity for which control has been gained through Bolero acquisition in FY23.
3 Entity for which control has been gained through Shipamax acquisition in FY23.
4 Entity for which control has been gained through Envase acquisition in FY23.
5 Entity for which control has been gained through Blume acquisition in FY23.
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 4 3
25. Group information (continued)
% Equity interest
Subsidiaries
Containerchain Hong Kong Ltd 1
WiseTech Global (HK) Ltd
Blume Global India Private Limited 5
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
WiseTech Global (NZ) Ltd
Systema AS
Softship Inc.
Bolero.net Singapore Pte. Ltd. 2
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
Blume Switzerland Ltd 5
Country of
incorporation
Hong Kong
Hong Kong
India
India
Ireland
Ireland
Ireland
Italy
Japan
Japan
Malaysia
Malaysia
Netherlands
Netherlands
Netherlands
New Zealand
New Zealand
Norway
Philippines
Singapore
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
2023
–
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
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
–
1 Entity de-registered, merged or amalgamated in FY23.
2 Entity for which control has been gained through Bolero acquisition in FY23.
3 Entity for which control has been gained through Shipamax acquisition in FY23.
4 Entity for which control has been gained through Envase acquisition in FY23.
5 Entity for which control has been gained through Blume acquisition in FY23.
Notes to the financial statementsfor the year ended 30 June 2023 1 4 4
25. Group information (continued)
Subsidiaries
Sisa Studio Informatica SA
WiseTech Global (Taiwan) Ltd
Containerchain (Thailand) Co Ltd
Country of
incorporation
Switzerland
Taiwan
Thailand
Ulukom Bilgisayar Yazılım Donanım Danışmanlık ve Ticaret Limited Şirket
Turkey
WiseTech Global FZ-LLC
Blume Services UK Limited 5
Bolero International Limited 2
Bolero.net Limited 2
LSI - Sigma Software Limited 1
Pierbridge Limited
Shipamax Ltd 3
WiseTech Global (International) Ltd
WiseTech Global (UK) Ltd
Bolero.net Inc. 2
Blume Global, Inc. 5
Dray Master Holdings, LLC 4
Envase Holdings, LLC 4
Compcare Services Holdings, LLC 1,4
Compcare Services, LLC 4
GTG Technology Group, LLC 4
GTG Technology Group Holdings, LLC 1,4
Profit Tools, LLC 4
SecurSpace Holdings, LLC 4
Shipamax Inc 3
Transport Software Solutions, LLC 4
WB 335, Inc. 1
WiseTech Global (US) Inc.
Eyalir S.A.
Ilun S.A.
UAE
UK
UK
UK
UK
UK
UK
UK
UK
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
USA
Uruguay
Uruguay
1 Entity de-registered, merged or amalgamated in FY23.
2 Entity for which control has been gained through Bolero acquisition in FY23.
3 Entity for which control has been gained through Shipamax acquisition in FY23.
4 Entity for which control has been gained through Envase acquisition in FY23.
5 Entity for which control has been gained through Blume acquisition in FY23.
% Equity interest
2023
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
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
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 4 5
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
–
12 Oct 2022
–
–
–
–
–
–
–
–
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
Retained earnings of entities exited from the group
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
2023
$M
287.6
(85.2)
202.4
418.8
1.3
202.4
(42.6)
(7.9)
–
572.0
2022
$M
195.3
(36.7)
158.6
301.1
–
158.6
(28.0)
(3.5)
(9.4)
418.8
Notes to the financial statementsfor the year ended 30 June 2023 1 4 6
26. Deed of Cross Guarantee (continued)
Assets
Current assets
Cash and cash equivalents
Current tax receivables
Trade and other receivables
Other current assets
Intercompany receivables
Derivative financial instruments
Total current assets
Non-current assets
Investments in subsidiaries
Intangible assets
Property, plant and equipment
Other non-current assets
Derivative financial instruments
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Deferred revenue
Lease liabilities
Employee benefits
Intercompany payables
Other current liabilities
Current tax liabilities
Total current liabilities
Non-current liabilities
Employee benefits
Deferred tax liabilities
Derivative financial instruments
Lease liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Retained earnings
Total equity
Closed Group
2023
$M
2022
$M
11.3
–
64.9
20.4
5.0
–
101.6
1,858.9
379.0
33.6
6.8
–
2,278.3
2,379.9
37.9
225.0
16.2
10.6
3.7
21.5
24.0
58.5
5.4
292.0
6.8
50.7
15.5
6.3
1.6
372.8
912.6
277.8
31.6
6.2
0.6
1,228.9
1,601.6
34.7
–
7.7
7.5
3.5
15.9
62.1
48.1
–
402.8
179.6
5.7
99.9
4.2
9.8
20.1
139.8
542.6
1,837.3
1,254.7
10.6
572.0
1,837.3
3.9
75.7
8.1
13.4
10.0
111.3
290.8
1,310.8
906.3
(14.3)
418.8
1,310.8
Notes to the financial statementsfor the year ended 30 June 2023 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 3
1 4 7
27. Parent entity information
As at, and throughout the financial year ended, 30 June 2023, the parent entity of the Group was WiseTech Global Limited.
Result of parent entity
Net profit after income tax
Total comprehensive income, net of tax
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
2023
$M
121.7
121.7
2023
$M
1,366.6
2,142.7
421.0
447.5
1,695.2
2023
$M
1,254.7
(96.5)
537.0
1,695.2
2022
$M
189.7
189.7
2022
$M
943.0
1,347.2
38.3
64.1
1,283.1
2022
$M
906.3
(88.9)
465.7
1,283.1
FY22 has been updated versus amounts reported in the prior year, to reflect final tax positions.
(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 2023 (FY22: nil).
(b)
Parent entity capital commitments for acquisition of property, plant
and equipment
The parent entity has capital commitments of $1.4m as at 30 June 2023 (FY22: $nil).
(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. The parent entity has not
provided any material bank guarantees as at 30 June 2023 (FY22: $nil).
Notes to the financial statementsfor the year ended 30 June 2023 1 4 8
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 2023 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 3
1 4 9
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 2023
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:
– Disclosure of accounting policies and definition of accounting estimates (AASB 2021-2 and AASB 2021-6);
– Deferred tax related to assets and liabilities arising from a single transaction (AASB 2021-5);
– Insurance contracts (AASB 17, AASB 2020-5, AASB 2022-1, AASB 2022-8, AASB 2022-9)
(e) Commitments and contingencies
Capital commitments
The Group has $3.1m of capital commitments as at 30 June 2023 (FY22: nil).
Guarantees
The Group has not provided for any material guarantees at 30 June 2023 (FY22: nil).
Contingent assets and contingent liabilities
There were no contingent assets or liabilities that have been recognized by the Group as at 30 June 2023 (FY22: nil).
(f) Events after reporting period
Dividend
Since the period end, the Directors have declared a fully franked final dividend of 8.40 cents per share, payable on 6 October 2023.
The dividend will be recognized in subsequent financial statements.
Notes to the financial statementsfor the year ended 30 June 2023 1 5 0
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 149 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 2023 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 2023.
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
23 August 2023
Richard White
Executive Director, Founder and CEO
23 August 2023
Directors’ declarationfor the year ended 30 June 2023
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 3
1 5 1
This is the original version of the audit report over the financial statements signed by the directors
on 23 August 2023. Page references in relation to the Remuneration Report should be read as
referring to pages 72 to 90 as opposed to 7 to 24, 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 2023 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 2023
• 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
these requirements .
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.
93
Independent Auditor’s Reportfor the year ended 30 June 2023 1 5 2
Key Audit Matters
The Key Audit Matters we identified are:
•
•
Recognition of revenue;
Capitalisation of software
development costs;
• Business combinations
Recognition of revenue ($816.8m)
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;
Our procedures included:
•
Stratified the revenue population into homogenous
revenue streams for the purposes of performing our
testing;
• Recurring CargoWise One revenue
• We tested the IT general controls over the CargoWise
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.
We involved IT and Data specialists to
supplement our senior audit team
members in assessing this key audit
matter.
One system;
•
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.
94
Independent Auditor’s Reportfor the year ended 30 June 2023 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 3
1 5 3
• We tested the Group’s key manual revenue
recognition controls including;
-
-
approval of new customer contracts; and
approval that the pricing in the customers 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 (additions: $133.2m)
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;
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;
95
Independent Auditor’s Reportfor the year ended 30 June 2023 1 5 4
•
The Group develops its software
products using an iterative
development methodology. This
approach requires more judgement in
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 and Data specialists to
supplement our senior audit team
members in assessing this key audit
matter.
• We tested the IT general controls over the PAVE
system;
• We developed an expectation of development costs
capitalised in the year within PAVE. We compared this
to the amount recorded by the Group. This procedure
was performed with the assistance of our IT and Data
Specialists. The formation of our expectation involved:
-
-
-
-
-
understanding the Group’s software development
processes and how software developers use
PAVE to record activities;
inspecting the information recorded in PAVE and
assessed the Group’s identification of
development activities;
assessing for a sample of PAVE recorded time
capitalised, the hours recorded for coding relates
to an employee with a developer related role; and
the activities related to a project in development
or an enhancement to an existing software
product as opposed to research or maintenance;
evaluating for a sample of hours recorded, task
descriptions logged against the Group’s
accounting policy and the criteria in the
accounting standards; and
assessing the task nature meets the requirements
for capitalisation through inquiry with the
developers.
•
For non-PAVE development costs, we tested a sample
of recorded developer time capitalised, and evaluated
the activities related to a project in development or
enhancement to an existing software product, as
opposed to, research or maintenance;
• 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;
• We evaluated the adequacy of the disclosures
included in the financial report against the
requirements of the accounting standards.
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Business Combinations (Envase goodwill and other intangibles: $341.9m, Blume goodwill and
other intangibles: $667.4m)
Refer to Note 18 to the financial report
The key audit matter
How the matter was addressed in our audit
During FY23, the Group has acquired 100% of
Envase Holdings, Inc. (Envase) and Blume
Global, Inc. (Blume).
The accounting for these acquisitions is a key
audit matter due to the:
•
•
•
Size of the acquisitions having a significant
impact on the Group’s financial statements;
Significant judgement for these
acquisitions that is required in determining
the fair values of assets and liabilities
acquired. The Group engaged external
valuation experts to assess the:
-
-
-
Identification of acquired intangible
assets, such as customer
relationships, intellectual property, and
trade name;
Assumptions and estimates used
when performing intangible asset
valuations, including estimated future
cash flows, growth rates and discount
rates; and
Fair value adjustments to assets
acquired and liabilities assumed.
Complexity associated with the acquisition
accounting including the recording of
provisional adjustments to the fair value of
assets and liabilities acquired at reporting
date.
We involved Valuation specialists to
supplement our senior audit team members in
assessing this key audit matter.
Our procedures included:
• We read the purchase agreements and other
selected key documents associated with the
transaction and evaluated the Group’s provisional
acquisition accounting against the requirements
of the accounting standards;
• We assessed the accuracy of the calculation and
measurement of consideration paid to acquire
Envase and Blume based on the underlying
transaction agreements and the Group’s bank
statements;
• We assessed the scope, objectivity and
competence of independent valuation specialists
engaged by the Group;
• Working with our valuation specialists, we
assessed the Group’s provisional valuation of
acquired identifiable intangible assets recognised
by;
-
-
-
Evaluating the Group’s preliminary
assessment of identified intangible assets,
using the due diligence information and
information from other acquisitions;
Benchmarking the input assumptions
including discount rates and customer
retention rates to external data; and
Evaluated the valuation methodology used to
determine the provisional fair value of assets
and liabilities acquired, considering
accounting standard requirements and
observed industry practices.
• We evaluated the Group’s provisional fair value
accounting adjustments to the assets acquired
and liabilities assumed by checking these to due
diligence information, supporting documents and
subsequent transactions;
• We tested the mathematical accuracy of the
underlying calculations;
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Independent Auditor’s Reportfor the year ended 30 June 2023 1 5 6
• We recalculated the provisional goodwill balance
recognised as a result of the transaction and
compared it to the provisional goodwill amount
recorded by the Group;
• We assessed the adequacy of disclosures in the
financial report using our understanding obtained
from our testing and against the requirements of
the accounting standard.
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 About Us, 2023 Highlights, Financial
Highlights, Chair and CEO Report, Our Business, Sustainability Report, Corporate Governance Statement,
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 2023,
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 24 of the Directors’ report for the year ended 30 June 2023.
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
23 August 2023
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Independent Auditor’s Reportfor the year ended 30 June 2023 1 5 8
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 6 September 2023.
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
174
211
2,176
16,368
18,977
317,300,303
4,618,674
1,457,084
4,636,637
3,851,273
95.61
1.39
0.44
1.40
1.16
331,863,971
100.00
There were 1,642 investors holding less than a marketable parcel of 8 shares (based on a share price of $69.73).
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
Citicorp Nominees Pty Limited
Fabemu No 2 Pty Ltd ABN 67 003 954 070
MSG Holdings Pty Ltd
Mr Michael John Gregg & Mrs Suzanne Jane Gregg
National Nominees Limited
BNP Paribas Noms Pty Ltd
Merrill Lynch (Australia) Nominees Pty Limited
Citicorp Nominees Pty Limited
Drive Chassis Topco Parent L P
Solium Nominees (Aus) Pty Ltd
Echo SPV LLC
HSBC Custody Nominees (Australia) Limited - A/C 2
Mycroft Investments Pty Ltd
Solium Nominees (Australia) Pty Ltd
HSBC Custody Nominees (Australia) Limited
Mr William Leigh Porter
20
HSBC Custody Nominees (Australia) Limited
Total
Number of shares
% of issued capital
131,806,570
71,953,240
30,846,131
18,376,147
17,127,197
7,160,383
5,096,707
4,699,276
4,235,511
3,911,192
2,959,889
2,920,824
1,956,783
1,799,551
1,601,087
1,561,000
1,089,262
826,159
696,000
598,750
39.72
21.68
9.29
5.54
5.16
2.16
1.54
1.42
1.28
1.18
0.89
0.88
0.59
0.54
0.48
0.47
0.33
0.25
0.21
0.18
311,221,659
93.78
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 3
1 5 9
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
Charles Gibbon, Fabemu No 2 Pty Ltd and
Gibbon Family Holdings Pty Limited
The Vanguard Group, Inc.
131,806,570
17,349,014
16,395,247
39.72
5.47
5.02
4 April 2023
6 May 2019
6 April 2022
Shares subject to voluntary escrow
Number of shares
1,799,551
69,417
2,945,949
3,334
On-market buy-back
There is no current on-market buy-back of ordinary shares.
Unlisted securities
Date period of escrow ends
2 February 2024
20 February 2024
4 April 2024
29 August 2024
There were a total of 2,857,347 share rights on issue, held by 2,194 individual holders. Share rights have no voting rights.
Number of share rights held
Number of
holders
Number of
share rights
% of total share
rights issued
100,001 and over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
–
30
58
614
1,492
2,194
–
633,338
385,083
1,274,151
564,775
–
22.17
13.48
44.59
19.77
2,857,347
100.00
Shareholder information 1 6 0
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 15
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
Scope 1-3 emissions
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
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
As defined by the Greenhouse Gas Protocol Corporate Reporting Standard, Scope 1 emissions are
‘direct’ emissions caused by an organization operating the things that it owns or controls. Scope 2
emissions are ‘indirect’ emissions created by the production of the energy that an organization
purchases. Scope 3 emissions are ‘indirect’ emissions other than Scope 2 emissions that are
generated in the wider economy by an organization’s suppliers and customers
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 excluding fair value adjustments from changes to acquisition contingent
consideration, non‑recurring tax on acquisition, acquired amortization net of tax, contingent
and deferred consideration interest unwind net of tax and M&A costs
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 3
1 6 1
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