On 23 February 2026, ASX issued detailed guidance on how it assesses the "good fame and character" of directors, CEOs and CFOs of listing applicants.
The guidance does not change ASX's approach in the ordinary course, where officers have clear records. However, it provides transparency for those less common cases where an officer has some history.
What is the upshot if you have a director or senior officer with a past?
The factors ASX will weigh
ASX has provided 14 non-exhaustive factors it will consider when assessing the good fame and character of an officer with background issues (see appendix). In summary:
The conduct matters – Dishonest, prolonged misconduct and court-ordered penalties weigh heavily against an officer. Isolated incidents resolved informally are more readily excused.
Time heals - Conduct from 10 or more years ago with a clean record, will be viewed more favourably. Recent or repeated issues are more likely to raise concern.
Contrition counts - Officers who admit fault, show genuine remorse and self-report issues are treated more sympathetically than those who don't.
Context helps - Officers who erred in junior roles or at a young age, including 21 or under, face less scrutiny than senior executives in positions of responsibility.
Rehabilitation is key - Subsequent board positions, positive assessments by other regulators, and character references from reputable persons all assist.
No single factor is determinative. ASX retains absolute discretion and assesses each case holistically.
Proactive disclosure is essential
The critical message is to disclose relevant information early in the process of IPO preparations. A failure to disclose relevant negative information may itself raise concerns about the candour and character of the applicant and the personnel involved in the listing, as well as the robustness of the applicant's due diligence. This may adversely affect ASX's assessment of the entity's suitability for listing.
Prepare for public disclosure
If ASX is persuaded of an officer's good fame and character based on submissions made by a listing applicant, it may require those representations to appear in the prospectus, PDS or information memorandum and other associated communications about the listing.
Appendix: ASX’s assessment factors
Factor | Positive indicator | Negative indicator | |
Nature of conduct | Not dishonest | Dishonest | |
Duration of conduct | Isolated incident | Prolonged or recurring conduct | |
Nature of enforcement outcome | No further action | Court ordered conviction or civil penalty | |
Time since conduct | Approximately 10 years or more | More recent conduct | |
Time since enforcement outcome / completion of sentence | 10 years or more elapsed | Closer to the time of action/sentence | |
Conduct since enforcement outcome | No known issues | Further known issues | |
Age at time of conduct | 21 years or younger | Adult over 21 | |
Position at time of conduct | Junior role with limited or no responsibility | Position of corporate or professional responsibility | |
Admission of fault | Admitted | Not admitted | |
Contrition | Genuine and public expression of contrition | No contrition | |
Listed company board positions since enforcement outcome | No positions vs one or more positions | N/A | |
Outcome of any character assessment processes since enforcement outcome | Positively assessed by a regulator or exchange | Refused by a regulator or another exchange | |
How the conduct came to light | Self-identified | Identified by ASX or another exchange or regulator | |
Reputable associates/referees | Character references from reputable persons provided | No such references |