ASIC sues former Super Retail Group CEO over alleged disclosure and directors' duties breaches

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ASIC sues Super Retail ex-CEO

Highlights

ASIC initiated civil penalty proceedings against former Super Retail Group CEO Heraghty for alleged directors' duties breaches and misleading disclosures regarding an undisclosed executive relationship.
ASIC alleges Heraghty's actions exposed Super Retail Group to risks including reputational damage, legal complaints, regulatory action, increased costs, and potential harm to its share price and shareholders.
Each alleged breach under section 180 and section 1309(2) of the Corporations Act during 2022-2024 faces maximum penalties between $1,110,000 and $1,565,000 per contravention.

Allegations focus on conflict management and disclosures

As reported by ASIC, the regulator has commenced civil penalty proceedings against Heraghty, alleging he breached his directors' duties and provided misleading information to Super Retail Group's board and the market.

ASIC alleges Heraghty failed to disclose and manage conflicts of interest arising from an alleged undisclosed relationship with a senior executive at the company. It says he continued to supervise that executive and took part in decisions affecting their employment, remuneration, incentives, rewards and redundancy package.

The regulator also alleges he participated in board and committee discussions about complaints and anticipated legal proceedings linked to the alleged relationship. ASIC further alleges he provided or authorised information released to the board and the market that omitted information about the alleged relationship and was therefore misleading.

Heraghty was Super Retail Group's chief executive officer, managing director and a board member from 31 March 2019 to 15 September 2025. ASIC is seeking declarations of contravention, pecuniary penalties and disqualification orders.

Governance risks and potential penalties for listed companies

ASIC Chair Sarah Court says governance and directors' duties failures, along with misconduct that damages market integrity, remain enduring enforcement priorities for the regulator. She says the matter raises issues of governance, transparency and trust in information provided to boards and the market, and adds that the case is about whether a director properly disclosed and managed conflicts of interest and met duties to the company and shareholders.

According to ASIC, the alleged conduct exposed Super Retail Group to foreseeable risks including reputational damage, complaints and litigation, regulatory action, added costs, and harm to its share price and shareholders. Super Retail Group is an ASX-listed public company with retail brands including Supercheap Auto, BCF, Rebel and Macpac.

ASIC alleges Heraghty contravened section 180 of the Corporations Act by failing to exercise his powers and discharge his duties with reasonable care and diligence. The regulator also alleges a breach of section 1309(2) of the Corporations Act for giving, or making available, information about the company's affairs that was misleading in a material particular because it omitted information concerning the alleged undisclosed relationship.

For contraventions during 2022 to 2024, breaches of directors' duties under section 180 can attract a maximum penalty of between $1,110,000 and $1,565,000 per breach. Providing misleading information to a company board or the ASX under section 1309(2) can attract a maximum penalty of $1,565,000 per breach for contraventions during 2024.

In our earlier coverage of Coforge’s board-level governance turbulence, we examined the sudden resignations of Chairman Om Prakash Bhatt and NRC head DK Singh following an internal audit review of how the annual board evaluation report was handled and shared. The company described the matter as procedural, but investor attention remained on governance transparency, the failed AGM vote on Bhatt’s reappointment, and the need to appoint a permanent chair to rebuild confidence.

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