Super Retail Group directors and senior executives are set to face challenging questions from investors at the company’s annual general meeting, as legal proceedings involving its former chief executive begin on the same day.
Shareholders in the owner of Rebel Sport, Supercheap Auto and Macpac are seeking clarity on whether company funds are being used to support former CEO Anthony Heraghty in his pending legal battle with the Australian Securities and Investments Commission.
Heraghty is scheduled to appear in the Federal Court on October 29, facing proceedings linked to allegations concerning an intimate relationship with Jane Kelly, a subordinate who was also a senior human resources executive.
Kelly was made redundant from her role as chief human resources officer in January 2024. The terms of her departure, including her redundancy payment, are central to ASIC’s allegations.
Heraghty became Super Retail Group’s chief executive in 2019 and remained in the position until his dismissal in September last year. He also held a seat on the company’s board during his tenure.
ASIC alleges the relationship created serious conflicts of interest. The regulator claims Heraghty was involved in decisions concerning Kelly’s $817,000 exit package and took part in board discussions relating to whistleblower complaints and legal proceedings.
The corporate watchdog further claims Heraghty gave the board inaccurate or misleading information and approved a market announcement that failed to reveal the relationship.
While Heraghty is due in court in Brisbane’s central business district, Super Retail Group’s board and senior leadership will be meeting investors at the company’s 2026 AGM in Strathpine.
Anthony Heraghty became chief executive in 2019 and remained a board member until the company dismissed him in September last year
Jane Kelly was made redundant as chief human resources officer in January 2024, with her departure payment featuring in ASIC’s case
Among the most closely watched issues will be who is paying for Heraghty’s defence. The former executive is being represented by Ashurst Perkins Coie.
Investors are also expected to ask whether Heraghty would have to repay any legal expenses covered by the company if ASIC succeeds in its action.
Super Retail Group’s latest annual report refers to a “Deed of Indemnity” established for directors under the company’s constitution. The document says current and former directors may be protected against costs arising from defending or resisting proceedings connected with their roles.
The report also states that indemnity arrangements can extend to civil and criminal claims described as being of an “administrative or investigatory nature”. Super Retail Group did not answer questions about whether those protections continue to apply to Heraghty after his dismissal.
According to the annual report, the group recorded $28.6 million in legal and regulatory expenses before tax during the last financial year. That represented a $17 million increase compared with the previous year.
A substantial portion of the spending is understood to relate to settlements involving former senior lawyer Rebecca Farrell and company secretary Amelia Berczelly. Super Retail Group previously said the combined payments were “less than $30 million”.
The report also reveals that the company paid insurance premiums covering directors, secretaries and officers against certain liabilities incurred in those positions. Details of the liabilities covered, as well as the premiums, remain confidential under the policy.
The Daily Mail understands the Australian Shareholders Association will be among the groups raising questions about Super Retail Group’s litigation expenses at next Thursday’s AGM.
ASIC claims Heraghty misled the board and approved a market announcement that concealed the relationship
Court documents state that the pair visited the historic, scenic town of Heidelberg in Germany
Court documents also allege Mr Heraghty and Ms Kelly enjoyed a weekend getaway staying at an Airbnb in Whale 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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‘Companies may have legitimate indemnity and insurance obligations, but shareholders should have sufficient information to understand the nature and impact of those arrangements.’
It comes as court documents released last week revealed new details about the alleged clandestine relationship between Heraghty and Kelly.
The allegations in ASIC’s statement of claim are yet to be tested, and a defence has not yet been filed.
Super Retail Group is the parent company of Rebel, Supercheap Auto and Macpac
The 40-page filing by the corporate watchdog sets out a timeline of the alleged relationship, which began around February 2022. 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.
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.
Over two nights in August, they also enjoyed a weekend getaway at an Airbnb in Whale Beach, with Heraghty footing the bill, documents state.
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. They then went to London to meet Ms Kelly’s brother-in-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.
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.
When pressed for a status update on his infidelity, Heraghty texted his wife: ‘I cannot safely provide this, our interests are aligned.’ He then warned her that communication was ‘dangerous’.
He wrote: ‘It is not safe, I have to work this alone, so far so good. It is very complex. Dangerous.’
He added: ‘Sorry for the lack of clarity above. What I mean is to plainly say – anything you send me to this phone on any channel is potentially discoverable in any legal proceeding. Phones, texts and sharing our story remain problematic and have potential catastrophic consequences. I have protected our privacy and our financial position.’
In a message sent the following day, Heraghty added: ‘Phones, texts and sharing our story remain problematic and have potential catastrophic consequences. I have protected our privacy and our financial position.’
According to court papers, Heraghty continued to stay silent about his relationship with Kelly while the company dismissed whistleblower concerns and defended its chief executive. In April 2024, the company took the extraordinary step of releasing an ASX announcement publicly denying allegations of an undisclosed relationship.
The affair also set off additional litigation, with Berczelly and Farrell launching action in 2024, alleging they were pressured into staying silent.
It was not until September 2025 that Heraghty was sacked by the board, after ‘new information’ came to light, leading them to conclude ‘Mr Heraghty’s prior disclosures were not satisfactory.’
A year later, ASIC announced it would commence civil proceedings against Heraghty. The matter is first listed for a case management hearing, with Heraghty yet to file a defence. Attempts have been made to contact him for comment through his lawyers at Ashurst Perkins Coie and his current workplace, Winning Appliances.
Super Retail Group did not respond to detailed questions for comment.