Chair Judith Swales grilled over Heraghty departure; share price falls

Corporate watchdog the Australian Securities and Investments Commission (ASIC) is investigating Super Retail and the circumstances that led Farrell and Berczelly to sue the company.

“There is an ongoing legal process with ASIC… I cannot comment on that,” Swales said.

They also confirmed that another former Super Retail lawyer, Renai Williams, had initiated proceedings through the Fair Work Commission over allegations the retailer took illegal action against them.

Swales was relieved of his duties as chairman despite a 25.1 percent protest vote against him after three of four influential governance consulting firms recommended against his re-election.

“This director is responsible for the oversight of the former CEO and the legal issues during this period,” a report by proxy advisor Ownership Matters said in recommending against Swales’ re-election.

“There was inadequate senior management and oversight of company strategy, legal strategy, and the company’s whistleblowing program.”

Company director Colin Storrie said Swales had the “full confidence and unconditional support” of the board.

When company founder Reg Rowe, who had board representation at Mark O’Hare, was stripped of his voting rights, more than 42 percent of the shares voted against Swales.

Super Retail’s share price fell 4 per cent in the session.

Swales also confirmed the retailer had sought legal advice on whether Heraghty could claw back other benefits he received just before his dismissal last month. The company has already canceled stock rights and bonuses worth $7 million, including a $620,000 cash bonus that was due late last month.

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Just eight days before his termination, Heraghty was awarded $495,000 worth of stock related to short-term incentive bonuses for 2023 and 2024, according to CGI Glass Lewis.

“Had his departure occurred just a few days earlier, these awards would have lapsed under the bad separation provisions implemented by the board,” his proxy counsel said in his report.

Allegations against Heraghty included shouting at staff so violently that he spat on them, and international trips to further his alleged secret relationship with Kelly.

Heraghty has been replaced as group CEO by Paul Bradshaw, BCF’s chief executive, who will take up his new role on 1 November.

“As CEO, I will focus on delivering value to our customers and supporting our team,” Bradshaw said in his closing remarks.

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