Those considering listing an entity on the ASX should be aware
of a new rule that means the actions they undertake now may impact
on any future listing.
Under a new requirement recently introduced by the ASX,
directors of an entity proposing to list on the Australian
Securities Exchange must now prove that they are of "good fame
The requirement, which has been added to the official Listing
Rules, supports the directors' duties of acting in good faith
and for the proper purposes of the company, and aims to ensure
integrity in the market.
Here, partner Michael Hansel and associate Sharon Robson discuss
the new requirement and outline the documents that applicants will
now need to provide.
Effective 1 January 2012, those applying to list an entity on
the ASX will need to supply a number of documents to prove that the
proposed directors are of "good fame and character" at
the date of listing. Given it may take some time to compile these
documents, applicants are advised to gather this material early on
in their preparations.
The requirement for directors to be of good fame and character
means that the actions potential directors undertake now may have a
bearing on any future listings in which they are involved.
Documentation to be provided to the ASX
In order to satisfy ASX that the directors or proposed directors
of an entity are of good fame and character, applicants will need
to provide a copy of the following documents:
A national criminal history check from a
Federal, State or Territory police service or CrimTrac broker (or
its overseas equivalent).
An Insolvency and Trustee Service Australia bankruptcy
check (or its overseas equivalent).
A completed statutory declaration affirming
that the director:
has not been the subject of criminal or civil penalty
proceedings or other enforcement action by a government agency in
which he or she was found to have engaged in behaviour involving
fraud, dishonesty, misrepresentation, concealment of material facts
or breach of duty;
has not been refused membership of, or had their membership
suspended or cancelled by, any professional body on the grounds
that he or she has engaged in behaviour involving fraud,
dishonesty, misrepresentation, concealment of material facts or
breach of duty;
has not been the subject of, and has not been a director of any
listed entity that was the subject of, any disciplinary action
(including any censure, monetary penalty or banning order) by a
securities exchange or other authority responsible for regulating
securities markets for failing to comply with his or her
obligations as a director or obligations applicable to that entity;
is not aware of any pending or threatened investigation or
enquiry by a government agency, professional body, securities
exchange or other authority responsible for regulating securities
markets that could lead to proceedings or action of the type
described above. If the director is not able to give such
confirmation, they will need to provide a statement to that effect
and a detailed explanation of the circumstances involved.
Any other information that might be requested by ASX.
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