The corporate regulator has alleged that former Super Retail boss Anthony Heraghty engaged in a romantic relatioship with the group’s HR boss Jane Kelly while they were both employed there, and may have resulted in a breach of his director’s duties.
The explosive claims are made in Federal Court documents which have now been publicly released.
The statement of claim alleges “Heraghty and Kelly were, or had been, in a relationship of a romantic or intimate nature” between February 2022 and at least July that year.
The statement of claim said on or around July 12, 2022: “Heraghty’s then-wife discovered text messages exchanges on Heraghty’s mobile telephone between Heraghty and Kelly; and … Heraghty told his then-wife words to the effect that he had been engaging in an intimate relationship with Kelly.“
Last month, the Australian Securities and Investments Commission (ASIC) announced it was suing Heraghty, for allegedly breaching his directors’ duties and providing misleading information to the board and financial market about his relationship with Kelly, one year after he was sacked for allegedly lying to the retailer’s board over the same issue.
Heraghty’s disclosure last September led to him being fired with immediate effect for misleading the company. Super Retail’s board of directors also cut his $8.7 million bonus, and later withheld a $620,760 cash bonus.
“The board made this decision after receiving new information from Mr Heraghty regarding his relationship with the company’s former chief human resources officer,” the company, which operates Rebel Sport, BCF and Supercheap Auto, said in September last year.
“In light of this new information, the board has concluded Mr Heraghty’s prior disclosures were not satisfactory.“
Super Retail, which owns Rebel Sport, BCF, and Supercheap Auto, had already spent more than $40 million in a bitter legal battle with its two former top lawyers who claimed they were bullied and harassed over a matter centered on Heraghty’s alleged relationship.
In 2024, Super Retail’s former chief legal officer Rebecca Farrell and its former company secretary Amelia Berczelly launched separate legal actions against their previous employer.
They both alleged Super Retail punished them for trying to bring to light allegations about Heraghty having a relationship with Kelly, the human resources boss at the time, and the inappropriate use of company funds to further the alleged relationship.
Super Retail settled its legal battle with Berczelly and Farrell just days after Heraghty was sacked.
In its legal action, ASIC alleges Heraghty, who was recently hired by appliance group Winnings for an expected billion dollar float on the ASX, failed to disclose and manage conflicts of interest arising from the alleged undisclosed relationship.
“ASIC alleges Mr Heraghty put himself in a position where his personal interests conflicted with his duties to Super Retail Group and that he failed to properly disclose and manage that conflict,” ASIC chair Sarah Court said.
“The allegations in this matter raise important issues about governance, transparency and trust in the information provided to boards and the market.”
ASIC alleges Heraghty continued to supervise Kelly and took part in decisions affecting her employment, remuneration, incentives, rewards and redundancy package.
He also allegedly participated in board and committee discussions of complaints and anticipated legal proceedings concerning the alleged undisclosed relationship.
“This case is not about private relationships, but whether a director properly disclosed and managed conflicts of interest and met their duties to the company and shareholders,” Court said.
ASIC is seeking declarations of contravention, pecuniary penalties and disqualification orders against Heraghty in the Federal Court which could imperil his job at Winnings.
This includes multiple alleged breaches of S180 of the Corporations Act relating to his failure to exercise his powers and discharge his duties with the care and diligence that a reasonable person would exercise. Breaches of this section of the Corporations Act can attract a maximum penalty of up to $1.56 million per breach for contraventions that occurred during 2022-2024.
ASIC also alleges Heraghty breached section 1309(2) of the Corporations Act by giving, or making available, information relating to the company’s affairs that was misleading and carries a similar fine for breaches during 2024.
Heraghty has been approached for comment via Winnings, and will have the opportunity to file a defence to ASIC’s allegations in due course.
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