When boards miss the signals, lessons from Super Retail Group’s governance crisis
Kylie Hammond LLMEntGov
Chairman & CEO of Tiger Boards | Next Generation Directors | Board Search Specialist | Governance & Talent Management Expert | Angel Investor | Capital Raising Advisor | Help Enterprises Find Board Talent
Everything in this article is framed as an allegation unless otherwise noted. Key matters are before the Federal Court, and the facts will ultimately be tested there. This is a cautionary playbook for directors, not a verdict.
“When smoke appears, widen the lens, take it out of management’s hands, and verify independently.”
The timeline directors should study
In November 2023, an anonymous report to the company’s whistleblower platform alleged an undisclosed relationship between the CEO and the then-head of HR. What followed was 18 plus months of internal handling, public denials, and two major whistleblower lawsuits by former chief legal officer Rebecca Farrell and former co-company secretary Amelia Berczelly, who are represented by Harmers Workplace Lawyers. The dispute moved from rumour to market risk as filings and media coverage intensified.
“A personnel matter became a governance and culture crisis because escalation discipline failed.”
This week, the board terminated the CEO, citing new information and unsatisfactory prior disclosures, revoked unvested incentives and vested but unexercised rights, and appointed the CFO as interim CEO. That is a sharp reversal from the earlier posture, and it raises fair questions about investigative scope, verification standards, and the board’s independence from management.
“Reversals this dramatic invite scrutiny of the board’s original fact-finding and judgement.”
The Australian’s reporting has been relentless, detailing the chronology of whistleblower tips, internal complaints, and the round of subpoenas many believe forced the issue. These accounts will be tested in court, but they explain how a personnel matter became a governance and culture crisis.
“Relentless media scrutiny fills the vacuum left by slow, defensive disclosure.”
The true cost of slow, defensive responses
Even before outcomes are known, the price of contested investigations, specialist PR, management churn, and disclosure overhang is material. Public reporting points to significant legal and related costs and the forfeiture of incentive awards, alongside share price volatility following the dismissal. Regardless of the endgame, those are real costs to shareholders, staff, and customers.
“Delay is expensive, distraction is corrosive, and markets punish uncertainty.”
Where boards stumble in cases like this
These are lessons, not findings. The allegations remain before the court.
Treating a culture and governance problem as a reputation problem. When boards prioritize communications-led approaches over evidence-led ones, trust erodes. Get to audit grade facts first, then talk.
“You cannot PR your way out of an evidence problem.”
Investigative blind spots and perceived conflicts. If HR is implicated, HR cannot run the inquiry. Use external investigators reporting to independent non-executive directors, not management.
“Independence is not cosmetic, it is structural.”
Whistleblower handling. Protected disclosures must be routed outside of line management, with visible protections against detriment. Process and optics both matter under the Corporations Act and market rules.
“If whistleblowers do not feel safe going to the board, the system is already failing.”
Chair and CEO proximity. When the chair is perceived as close to management, it overcorrects. Form a special committee, retain independent counsel, and give direct access to whistleblowers.
“Perception becomes reality, so over-correct early.”
Disclosure discipline. Once leadership integrity is in question and litigation is foreseeable, disclosure needs to be clinical, verified, and timely to avoid speculation that compounds legal and reputational risk.
“Under-disclosure seeds rumours, over-disclosure builds credibility.”
The thorny issue of consensual relationships
Consenting adults can create non-consensual risks for companies. Where power is uneven, the risks of conflicts, perceived favouritism, and confidentiality breaches are high. Codes of conduct need enforceable protocols, including immediate disclosure, conflict mapping, separation of reporting lines, independent oversight of pay and promotions, and pre-agreed sanctions if disclosure is late or incomplete. Recent events underscore the importance of clear, consistently applied, and transparent rules, particularly when the CEO is involved.
“Consensual relationships can still be non-consensual risks for the company.”
What would a competent board do next time?
“Have the playbook ready before the whistle blows.”
Where things stand, and what directors should take away
The CEO has been dismissed, incentives have been cancelled, an interim leader is in place, and two lawsuits continue in the Federal Court. Further claims are possible, including by the former CEO. Regardless of how the court rules, the handling of this matter has already damaged trust, reputation, and focus. The warning for every board is simple. When smoke appears, widen the lens, take it out of management’s hands, and move quickly to independent verification. Culture failures compound, legal risk snowballs, and reputations break faster than you think.
“Move fast, be fair, document everything.”
Author perspective
“Good governance is not a slogan, it is a system of habits that stand up under pressure.”
As a board search specialist and governance advisor, I have sat on both sides of crises like this. My position is simple. Boards must act like stewards, not spectators. That means putting independence first, protecting whistleblowers as a source of truth, and insisting on audit-grade evidence before public postures are set. Culture is not soft; it is a control. When leaders forget that, value is destroyed. If you are a chair, director, or investor who wants to build a board that is ready for the next test, not the last one, connect with me for a confidential discussion.
Sources
Note, all misconduct claims referenced are allegations. The matters are before the Federal Court and will be determined there.
Chair Australian War Widows Queensland (AWWQ), Australian Arab Chamber of Commerce and Industry, Queensland Chapter Chair/National Director and Chair Aquatic Paradise Moorings Limited
1wThank you Kylie. A very insightful article. The message is clear: nip issues in the bud rather than allow things to fester. Boards must become involved and transparency is essential. There are no doubt numerous instances of similar issues that never see the light of day and perhaps are never even brought to the Board’s attention. All such issues have the potential to escalate and cause major damage to the companies involved.