LISTING RULE 1.1 CONDITION 20

To be admitted to the official list, an entity must satisfy ASX that each director, the CEO and the CFO at the date of listing is of ‘good fame and character’. The requirement applies equally to proposed appointees.
Guidance Note 1 confirms that ASX will primarily rely on:

1. criminal history checks;
2. bankruptcy checks; and
3. statutory declarations addressing matters relevant to good fame and character, including whether the officer has been subject to criminal or civil penalty proceedings or other enforcement action involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty.

ASX may also consider any other relevant information in its possession, including prior interactions with the individual, and may request additional background information.

ASX’S ASSESSMENT FACTORS

ASX has published a non-exhaustive list of factors it may consider where a director, CEO or CFO of a listing applicant has been involved in prior conduct relevant to good fame and character. The assessment is holistic and discretionary, with no single factor being determinative.

ASX will have regard to the nature of the conduct, including whether it involved dishonesty or misleading behaviour, and whether it was an isolated incident or part of a broader pattern. The outcome of any regulatory or court action is also relevant, with matters resulting in no further action typically viewed more favourably than those involving convictions or civil penalties.

The passage of time is an important consideration. Conduct occurring many years ago may be treated differently from more recent conduct, particularly where there has been a sustained period without further issues. ASX will also consider the individual’s subsequent conduct, including whether any further adverse matters have arisen.

Contextual factors such as the individual’s age and level of responsibility at the time of the conduct may influence ASX’s assessment. Conduct occurring at a young age or in a junior role may carry less weight than conduct occurring while holding a position of corporate or professional responsibility.

ASX will also assess insight and accountability, including whether fault was admitted and genuine contrition demonstrated. The individual’s subsequent appointments, outcomes of any later regulatory or exchange assessments, and the availability of reputable character references may further inform ASX’s view.

Finally, ASX has indicated that how the conduct comes to light is relevant. Proactive and early disclosure is likely to be viewed more favourably than matters identified by ASX or another regulator.

EXPECTATIONS FOR LISTING APPLICANTS

ASX expects applicants to:

1. be positively satisfied that their officers meet the good fame and character requirement; and
2. proactively raise any negative matters at the earliest opportunity.

Failure to disclose relevant adverse information may itself raise concerns about the entity’s candour, the character of its officers and the robustness of its due diligence process. This may in turn adversely affect ASX’s assessment of the entity’s suitability for listing.

Where ASX accepts submissions supporting an officer’s good fame and character, it may require the same representations to be included in the prospectus, PDS or information memorandum to ensure transparency and alignment with the due diligence framework.

When assessing good fame and character, ASX will also consider the potential impact on the reputation and integrity of the ASX market if the individual holds the proposed position at the time of admission. ASX may take into account any remedial measures the entity intends to implement to address concerns associated with the officer or their prior conduct.