Proposed ASX Listing Rule amendment - directors of new listed entities to be of 'good fame and chara

Articles Written by Kerry Morrow

ASX plan to amend the requirements for listing from 1 January 2012 to include a condition that the directors of an entity seeking listing on ASX must be of 'good fame and character'.  The requirement will also apply where a listed entity has to re-comply with the admission requirements pursuant to ASX Listing Rule 11.1.3 (change to nature or scale of activities). (A good 'fame and character' test is applied in other contexts including in relation to admission as a market participant of the ASX and AFS licensing under the Corporations Act.)

ASX propose that listing applications include the following for each director or proposed director:

  1. a police/CrimTrac national criminal history check (or its overseas equivalent);
  2. an ITSA Bankruptcy check (or its overseas equivalent); and
  3. a completed statutory declaration as at listing date affirming (amongst other things) that the director has not been the subject of relevant disciplinary or enforcement action by an exchange or securities market regulator.

ASX will primarily have regard to the above documents to determine if the 'good fame and character' condition has been met, but may also have regard to any other information ASX has about the director or proposed director and may required further information to be provided.

The new requirement will not apply to directors appointed following admission (on the basis that ASX expects appropriate checks to be undertaken on proposed new directors and all material information to be put to shareholders are part of the usual director election process).

Entities contemplating applying for listing on ASX after 1 January 2012 should allow sufficient time for obtaining criminal history and bankruptcy checks as part of their listing process.

Important Disclaimer: The material contained in this article is comment of a general nature only and is not and nor is it intended to be advice on any specific professional matter. In that the effectiveness or accuracy of any professional advice depends upon the particular circumstances of each case, neither the firm nor any individual author accepts any responsibility whatsoever for any acts or omissions resulting from reliance upon the content of any articles. Before acting on the basis of any material contained in this publication, we recommend that you consult your professional adviser. Liability limited by a scheme approved under Professional Standards Legislation (Australia-wide except in Tasmania).

Related insights Read more insight

The States of Electronic Signing in 2021

In the biggest shake-up of Australia’s antiquated company signing requirements, the Federal Government has temporarily modified the Corporations Act 2001 (Cth) to allow for companies to...

More
Modern slavery reporting in Australia: COVID-19 and other updates

Deadlines to lodge your Modern Slavery Statement(s) have now shifted to account for the disruption and complications caused by COVID-19.

More
Issues in private M&A resulting from COVID-19

This piece is designed to prompt thoughts of what changes may be required in private M&A documents in order to accommodate and allocate risks relating to COVID-19 and the fallout from this pandemic.

More