ASIC: Anthony Heraghty Accused of Director Duty Breach, Misleading Board

• ASIC has initiated civil penalty proceedings against former Super Retail Group CEO Anthony Heraghty.
• Heraghty is accused of breaching director duties and providing misleading information to the company board and market.
• The allegations stem from an alleged undisclosed conflict of interest involving a "secret relationship" with a senior executive.
• ASIC alleges Heraghty failed to disclose and manage this conflict while making decisions affecting the executive.
• The regulator seeks declarations of contravention, pecuniary penalties, and disqualification orders, citing risks to the company's reputation and shareholders.

This case, where ASIC accuses Anthony Heraghty director duty breach, sends a clear message regarding the regulator's expectations for transparency and accountability within Australian corporations.

The Australian Securities and Investments Commission (ASIC) has launched civil penalty proceedings against Anthony Heraghty, who is currently the CEO of Winning Group and formerly the Chief Executive Officer and Managing Director of Super Retail Group. On September 21, the corporate watchdog announced its accusation that Heraghty breached his director duties and provided misleading information to both the company's board and the broader market. This action highlights ASIC's continued focus on enforcing director duties, particularly concerning the disclosure and management of conflicts of interest.

Despite the alleged relationship, Heraghty continued in his role as the executive's supervisor, actively participating in critical decisions concerning their employment, compensation, benefits, and redundancy package. He also engaged in board and committee discussions related to complaints and anticipated legal proceedings stemming from the purported relationship. Crucially, ASIC claims that information shared or authorized for publication to the company's board and the market by Heraghty omitted any disclosure of this alleged conflict of interest.

ASIC Chair Sarah Court emphasized that the regulatory action is not focused on the personal nature of the relationship itself. Instead, she clarified that the case revolves around whether a director properly disclosed and managed conflicts of interest and met their fundamental duties to the company and its shareholders. This distinction underscores the regulatory body's commitment to corporate governance enforcement Australia, irrespective of the underlying personal circumstances.

The alleged breaches carry significant financial penalties under Australian corporate law. Violations of s.180 of the Corporations Act, pertaining to a director's duty of care and diligence, could result in maximum penalties ranging from $1,110,000 to $1,565,000 for contraventions occurring between 2022 and 2024. Separately, breaches of s.1309(2), which addresses the provision of misleading information to an ASX company board, may incur penalties of up to $1,565,000 for each violation committed in 2024.

ASIC is seeking several outcomes from the court, including declarations that Heraghty contravened the Corporations Act, the imposition of pecuniary penalties, and orders disqualifying him from managing corporations. The commission asserts that Heraghty's actions exposed Super Retail Group to foreseeable risks of harm, encompassing damage to its corporate reputation, potential complaints and litigation, regulatory action, associated costs, and adverse impacts on its share price and shareholders. Heraghty served as CEO, managing director, and board member from March 31, 2019, until September 15, 2025.

This case, where ASIC accuses Anthony Heraghty director duty breach, sends a clear message regarding the regulator's expectations for transparency and accountability within Australian corporations. Sarah Court highlighted that the allegations raise vital questions about governance, transparency, and the reliability of information provided to boards and the market. She stressed that trust and integrity are foundational to Australia's market and corporate sector, making it imperative for directors to fully meet their obligations.

ASIC's firm stance indicates that it will not hesitate to act when directors are perceived to have failed in these critical duties. For legal and compliance professionals, this action reinforces the necessity for robust internal governance frameworks, comprehensive conflict of interest policies, and stringent disclosure protocols to mitigate regulatory risks and potential penalties. This ongoing enforcement activity underscores the importance of directors maintaining an unwavering commitment to their fiduciary responsibilities.

This case highlights ASIC's continued focus on enforcing director duties, particularly concerning the disclosure and management of conflicts of interest and the provision of accurate information to boards and the market. Lawyers and compliance officers should advise clients to review and strengthen their internal governance frameworks, conflict of interest policies, and disclosure protocols to avoid similar regulatory action and significant penalties.

Source: Original reporting via legal industry news.