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Board members and senior figures at Super Retail Group will face tough shareholder questions at its AGM over funding for the departed CEO's legal bills, with a court case kicking off the same day.
Shareholders of Super Retail Group, the parent company of Rebel Sport, Supercheap Auto and Macpac, want to know whether they'll be footing the bill for former CEO Anthony Heraghty's looming court battle against ASIC.
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they → publish → ASIC
Heraghty is due to face the Federal Court on October 29, in proceedings arising from allegations about his romantic affair with subordinate and HR executive Jane Kelly.
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Heraghty → face → Kelly
Kelly was retrenched from her position as Chief Human Resources Officer in January 2024, with her redundancy package forming part of ASIC's case.
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package → retrench → case
Heraghty joined as Chief Executive in 2019 and served until his dismissal in September last year.
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Heraghty → join → September
The corporate watchdog's case against Heraghty centres on alleged conflicts of interest arising from his affair, including his role in decision-making around his alleged lover's $817,000 exit package and participation in board discussions about whistleblower complaints and litigation.
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case → centre → complaints
ASIC also alleges Heraghty provided the board with misleading information and authorised a misleading market announcement by failing to disclose the relationship.
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Heraghty → allege → relationship
On the same day Heraghty appears in court in Brisbane's CBD, Super Retail's board and senior figures will face shareholders at the group's 2026 AGM in Strathpine.
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board → appear → Strathpine
Anthony Heraghty joined as Chief Executive in 2019 and served as a board member until his dismissal in September last year
Jane Kelly (pictured) was retrenched as Chief Human Resources Officer in January 2024, with her redundancy package forming part of ASIC's case
Pointed questions are expected to be asked about the funding for Heraghty's legal defence.
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questions → join → defence
He is being represented by Ashurst Perkins Coie.
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He → represent → Coie
Answers are also being sought around whether Heraghty will be required to reimburse the company if ASIC successfully brings its claim.
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ASIC → seek → claim
Sources point to Super Retail Group's latest annual report, which refers to a 'Deed of Indemnity' being entered into with directors under the company's constitution.
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Deed → point → constitution
According to the report, the company can shield former or current directors from legal costs incurred from 'defending or resisting' proceedings relating to their position.
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company → accord → position
It goes on to say that directors can be indemnified from civil and criminal claims of an 'administrative or investigatory nature'.
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directors → go → nature
Super Retail Group did not respond to questions about whether this arrangement is still in place for Heraghty following his dismissal.
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arrangement → respond → dismissal
The company's annual report shows its legal and regulatory bill for last financial year was $28.6million before tax, a $17million increase from the previous year.
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bill → show → tax
A significant part of the bill is understood to comprise settlements paid to Super Retail's former top lawyer Rebecca Farrell and company secretary Amelia Berczelly, amounts the company previously stated were 'less than $30million'.
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company → understand → lawyer
It can also be revealed through the report that Super Retail Group paid insurance premiums for 'the benefit of directors, secretaries and officers... against certain liabilities incurred in that capacity'.
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Group → reveal → capacity
However, the nature of said liabilities along with premiums paid is confidential under the insurance policy.
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nature → say → policy
The Daily Mail understands that the Australian Shareholders Association will be among those asking about litigation costs at next Thursday's AGM.
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Association → understand → AGM
ASIC also alleges Heraghty provided the board with misleading information and authorised a misleading market announcement by failing to disclose the relationship
The pair toured the historic and picturesque town of Heidelberg in Germany, court documents state
Court documents also allege Mr Heraghty and Ms Kelly enjoyed a weekend getaway staying at an Airbnb in Whale Beach
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Heraghty → allege → Beach
A spokesperson said the association 'supports appropriate transparency around significant legal costs borne by companies in relation to current or former directors and executives.
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association → say → directors
Companies may have legitimate indemnity and insurance obligations, but shareholders should have sufficient information to understand the nature and impact of those arrangements.'
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shareholders → have → arrangements
It comes as court documents released last week revealed new details about the alleged clandestine relationship between Heraghty and Kelly.
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documents → come → Heraghty
The allegations in ASIC's statement of claim are yet to be tested, and a defence has not yet been filed.
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defence → test → claim
The 40-page filing by the corporate watchdog sets out a timeline of the alleged relationship, which began around February 2022.
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which → set → February
In July, Heraghty's then-wife discovered text messages between the two and was assured by her husband that the affair had ended.
However, the relationship resumed in January, with Heraghty admitting as much to his wife when she discovered another string of WhatsApp messages in March 2023, according to court documents.
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she → discover → documents
The pair allegedly spent three nights together in a Tasmanian hotel room, before returning to Brisbane and spending a further night at Heraghty's home, followed by a day of 'leisure activities' around the city.
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pair → spend → city
Over two nights in August, they also enjoyed a weekend getaway at an Airbnb in Whale Beach, with Heraghty footing the bill, documents state.
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documents → enjoy → bill
In September, the pair took their alleged romance overseas, travelling to the historic town of Heidelberg in Germany, before joining other Super Retail executives on business.
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pair → take → business
They then went to London to meet Ms Kelly's brother-in-law.
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They → go → law
Back at the office, however, other staff had raised concerns about the pair, with one whistleblower complaining directly to Heraghty about Kelly's conduct, according to court documents.
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whistleblower → raise → documents
Heraghty told his wife he was doing everything he could to protect their family, and urged her to keep his affair and the breakdown of their marriage under wraps
A mock-up of messages Heraghty sent to his ex-wife, as included in ASIC's statement of claim
On December 13, Heraghty told his wife he was doing everything to protect their family, and urged her to keep his affair and the breakdown of their marriage under wraps.
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he → tell → wraps
When pressed for a status update on his infidelity, Heraghty texted his wife: 'I cannot safely provide this, our interests are aligned.'
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interests → press → this
He then warned her that communication was 'dangerous'.
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communication → warn → her
He wrote: 'It is not safe, I have to work this alone, so far so good.
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I → write → this
He added: 'Sorry for the lack of clarity above.
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He → add → clarity
What I mean is to plainly say – anything you send me to this phone on any channel is potentially discoverable in any legal proceeding.
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you → mean → proceeding
Phones, texts and sharing our story remain problematic and have potential catastrophic consequences.
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Phones → share → consequences
I have protected our privacy and our financial position.'
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I → protect → privacy
In a message sent the following day, Heraghty added: 'Phones, texts and sharing our story remain problematic and have potential catastrophic consequences.
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Phones → send → consequences
…and 8 more, not listed.
The Aporia
