Russell Withers and 7-Eleven

Dec 29, 2020 | Secret Rich List

Russell Withers shot to infamy in 2015 when 7-Eleven franchises in Australia were exposed for wage theft. The billionaire is affiliated with three Dark Companies on the grandfathered list. 

Top 200 Rich List (2020)No. of Dark Companies: 3Political Donations since FY 1998-99
Rank: 54R.G. Withers Nominees Pty. Ltd.Labor Party: $0
Wealth: $1.79b7 Holdings Pty. Ltd. (SGE)Coalition: $0
Wealth (2019): $1.33b7-Eleven Stores Pty LtdIndependent: $0
YoY wealth change: 34.6%Total: $0

One of Russ Withers’ companies – 7 Holdings Pty Ltd – is classed as a “significant global entity” or “SGE” (see explainer below). Its parent company, also on the Secret Rich List, is R.G. Withers Nominees. This company is the sole shareholder of 7 Holdings which directly owns the company under fire for the wage scandals, 7-Eleven Stores Pty Ltd, also a Dark Company.

Withers and his family recently made $156 million via the sale of a number of their 7-Eleven stores. In February this year, the billionaire made $78 million from the sale of 18 7-Eleven stores. This is on top of an additional $78 million from the sale of 15 7-Elevens in October 2019.

In 2015, Withers’ 7-Eleven Stores was found to have systematically underpaid its staff in a joint investigation by the ABC’s Four Corners and The Age. It found the routine exploitation of workers, who in some cases made as little as $5 an hour, was endemic to the business model of its franchisees, with head office “turning a blind eye”.

Following this scandal, Withers resigned as Chairman of 7 Holdings. Yet he still owns shares in the retail empire through Dark Company R.G. Withers Nominees.

7-Eleven Stores has since paid back $176 million in stolen wages to its staff. However, according to Allan Fels, who headed the panel for the repayment of wages, this only represents a fraction of the real amount owed to workers.

Deeper investigation into the financial structure of 7-Eleven Stores is not helped by the fact its financial accounts are protected by the 25-year-old grandfathering exemption.


How we compiled this list

What are they trying to hide? This is the driving question behind our ‘Secret Rich List’ project at Michael West Media.

Our aim is to shine the spotlight on the 1,119 large proprietary companies that continue to enjoy a privileged exemption from having to lodge financial reports to the Australian Securities and Investments Commission (ASIC).

An exemption from any new law or regulation is commonly referred to as ‘grandfathering’. In this case, the exemption from having to lodge audited accounts effectively creates two classes of Australian citizens; large proprietary companies that have to comply with government legislation, and the remaining 1,119 companies that by definition are required to do the same, yet enjoy an antiquated free pass from full public transparency.

What was issued as a “temporary measure” by the government of Paul Keating in 1995 has placed these companies above the law for more than 25 years. We believe it is in the public interest to put an end to this outdated government legislation once and for all.

Although ASIC  defines the companies enjoying the exemption as as grandfathered large proprietary companies, we prefer the term ‘Dark Companies’; it is a more fitting description of old wealth empires whose financial accounts are cloaked by this provision, shadowed from the public eye.

History behind the 1995 grandfathering exemption

This grandfathering regime was issued in response to The First Corporate Law Simplification Act 1995, a 1995 amendment to the Corporations Law at the time.

Before this amendment, whether a company had to prepare and lodge financial accounts with ASIC was determined by whether they were an exempt or non-exempt proprietary company (exempt meant the company did not have to publish accounts).

ASIC defines exempt proprietary companies as:

“companies where there was no direct or indirect public ownership; that is, they were essentially owned by private individuals. The companies were not required to lodge financial reports where those financial reports were subject to audit and sent to members.”

Under the First Corporate Law Simplification Act 1995 the measure of whether a company had to lodge financial accounts with ASIC changed from the reporting entity test (exempt/non-exempt system) to what became known as the ‘small/large test’.If the company was considered a ‘large’ proprietary company, then it must lodge its accounts.

As of the law in 1995, an Australian proprietary company was ‘large’ if it satisfied two of the following three criteria:

  • consolidated gross assets of $5 million or more;
  • consolidated gross revenue of $10 million or more;
  • the company and the entities it controls (if any) have more than 50 employees at the end of the financial year.

The criteria for the small/large test has since been updated.

The new legislation meant that a significant number of previously exempt organisations now had to prepare and lodge their financial accounts.

The explanatory memorandum for the Bill notes: “To avoid disrupting established commercial arrangements, those existing exempt proprietary companies which have their annual accounts audited, which are large and which elect to continue operating under the existing rules, will not need to lodge their accounts with [ASIC].”.

Thus was born the concept of the grandfathered list - or Secret Rich List as we like to call it. In 1995, it was home to more than 2,000 large proprietary companies.

Significant Global Entities

Some 12 of the 1,119 Dark Companies are considered ‘significant global entities’ (SGE). An entity becomes an SGE if it fits at least one of the two following criteria:

  • a 'global parent entity' whose 'annual global income' is A$1 billion or more,
  • a member of a group of entities consolidated (for accounting purposes) where the global parent entity has an annual global income of A$1 billion or more.

These entities must prepare and lodge general purpose financial accounts with ASIC. This requirement is no different for the 12 SGEs on the Secret Rich List as their SGE status overrides the grandfathering exemption.


MWM Methodology

Using both the ASIC and Australian Electoral Commission (AEC) databases we have conducted more than 5,000 searches and counting.

Through the ASIC searches we have been able to collate the necessary information for every company on the grandfathered list, ranging from company directors, shareholders (both persons and organisations), a company’s auditor and much more. This has all been incorporated into our database, which is designed to map out these Dark Companies and tackle our driving question.

We also used the AEC database to generate an extensive list of political donations from these Dark Companies that date from the 1998-99 financial year to the present. We have designed a separate database for these figures, listing political donations from the entity itself, its directors and/or its shareholders. Each donation has been separated into recipient categories to better display the amounts funnelled to the Liberal and Labor parties and their constituencies.

The donations help indicate why the exemption, which ensures such a lack of transparency, has stood the test of time despite numerous attempts over the years from both sides of Parliament, the cross bench, the Greens, Treasury, corporate regulator ASIC and a joint parliamentary inquiry, which have all called for the exemption to be abolished. Both databases created by Michael West Media complement each other to bolster the narrative of the stories that follow.

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