The ASX’s Good Fame and Character Test: The Potential Listing of Oliver Curtis’ $6bn AI Company Firmus Meant A Clarification Was Needed

The ASX’s Good Fame and Character Test is not new. But the possible listing of Oliver Curtis’ Firmus meant investors are paying more attention than they otherwise would.

You see, the Australian Securities Exchange does not let just anyone run a listed company. Before an entity joins its official list, the ASX requires that every director, chief executive officer, and chief financial officer pass what is formally known as the “good fame and character” test.

For most applicants, this is routine: just having clean records and standard paperwork will mean no drama. But when an officer carries a past, the test becomes the central question of a listing. In February 2026, the ASX made clear exactly how it intends to answer that question. And even though we cannot prove it was a co-incidence, the forthcoming listing of Firmus would mean this issue could be coming to a head if left unaddressed.

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What the ASX’s Good Fame And Character Test Actually Is

The good fame and character requirement is embedded in Listing Rule 1.1, Condition 20. Introduced for directors in January 2012 and extended to cover non-director CEOs and CFOs in December 2019, the rule gates entry to the ASX on the integrity of the people running the applicant.

It is not a vague aspiration; there are prescribed documentation requirements. Each officer must provide a national criminal history check, a bankruptcy check, and a statutory declaration confirming they have not been the subject of criminal or civil penalty proceedings or other enforcement action involving fraud, dishonesty, misrepresentation, concealment of material facts, or breach of duty.

The ASX retains absolute discretion under Listing Rule 1.19 to refuse admission, regardless of whether the paperwork is clean. It can also require good fame and character documentation from senior managers who are not on the board, if it suspects the company has deliberately structured its governance to circumvent around the requirements for a particular individual.

In most applications, the assessment is straightforward. Officers have clear records, the declarations are filed, and the process moves on. The test only becomes contentious when an officer has something to disclose.

Why February 2026 Changed Things

On February 23 2026, the ASX’s Listings Compliance department issued its first Compliance Update of the year. This was entirely dedicated to the good fame and character test. Specifically, it addressed the less common but consequential cases where an officer has a history that may influence ASX’s view.

Our bourse’s note included a non-exhaustive list of fourteen factors the ASX will weigh when assessing such an officer. The framework intends to balance two competing forces: the nature and severity of prior conduct on one hand, and the passage of time and demonstrated rehabilitation on the other.

Factors weighing against applicants include conduct that was dishonest rather than merely negligent; a prolonged or recurring pattern rather than an isolated incident; a court-ordered conviction or civil penalty rather than informal resolution; and conduct that came to light because ASX or a regulator found it, rather than through self-disclosure.

Conversely, factors on the positive side included: If the conduct was more than ten years old with a clean record since; an age of 21 or younger at the time of the offence; a junior role rather than a position of corporate responsibility; genuine and public contrition; subsequent positive assessments by other regulators or exchanges; and strong character references from reputable people.

The update also included a pointed warning: failure to proactively disclose relevant negative information may itself raise concerns about the candour and character of the applicant. In other words, burying a problem can be worse than the problem itself. If ASX is ultimately persuaded of an officer’s good fame and character, it may require those representations to appear in the entity’s prospectus, PDS, or information memorandum and to be put through the same due diligence scrutiny as everything else in the document.

The Oliver Curtis Factor

The ASX’s timing of the February update is widely understood to be connected to the planned ASX listing of Firmus Technologies, a Singapore-based AI data centre company with a Tasmanian flagship project, backed by several high profile investors led by Nvidia. Its pre-IPO valuation has been reported above A$6 billion, and a listing has been anticipated in 2026.
One of Firmus’s three co-founders is Oliver Curtis. In 2007-8, Curtis committed insider trading as a stockbroker, and after a long legal fight, he was sentenced in 2016 to two years’ imprisonment and served approximately twelve months. The conviction involved dishonesty and a securities market breach, two of the more serious factors in the ASX’s framework.

Curtis subsequently invested $250,000 in the precursor to what became Firmus, a stake that had grown substantially by the time the company attracted institutional attention. He has been publicly associated with the company since its early days, and his profile has risen as Firmus has grown.

Apply the February 2026 framework against his case, and the picture is mixed in precisely the way the ASX’s guidance seems designed to address. On the negative side: the conduct was dishonest, it occurred in a role of professional responsibility, and it attracted a court-ordered criminal conviction. On the positive side: it was a singular incident now approximately a decade old; he was in his early thirties at the time; there are no known subsequent issues; and Firmus has attracted some of Australia’s most sophisticated institutional investors.

Whether the ASX approves a Firmus listing or imposes conditions on it, such as requiring Curtis’s history and the company’s representations to be fully disclosed in its prospectus, remains to be seen at the time of writing. Now some may say it will be a fait accompli, but we don’t quite know when or if Firmus is listing for sure so we’ll hold off making that declaration

Has the ASX Ever Said No?

Publicly documented cases of ASX refusing admission specifically on good fame and character grounds are essentially non-existent. This is not accidental; the process is confidential by design. In other words, this is not because the ASX has never, ever said no to anyone; it just has not announced it publicly with a trumpet.

Applicants engage with ASX’s Listings Compliance team before a formal application is lodged, and if a listing is unlikely to proceed, the conversation typically ends quietly long before any public announcement. A rejected applicant has the right to appeal to the ASX Appeals Tribunal, but such proceedings are rarely publicised.

This being said, ASX has used its good fame and character powers in related ways. For instance, our bourse has required character documentation from managers who were not formally on the board when it suspected the structure was designed to avoid scrutiny. The BigUn case in 2018 brought renewed attention to backdoor listing standards and the good fame and character regime, though that situation ultimately involved broader disclosure failures.

How Investors Should Respond

The first lesson from the February 2026 update is that the good fame and character test is not a binary gate. Passing it does not mean an officer’s history is clean. Rather, it means ASX was satisfied, on the available evidence, that the person does not pose an unacceptable risk to market integrity. Those are different things.

For investors evaluating an IPO where an officer has a disclosed past, the prospectus is the key document. If ASX has required the entity to include representations about an officer’s character in the prospectus (which the February guidance explicitly contemplates), those representations carry legal weight and are subject to the entity’s due diligence obligations. Read them carefully. Assess whether the disclosed conduct is relevant to the business the entity will be running.

Second, the nature of the prior conduct matters more than its age. Dishonesty in a securities context such as insider trading, market manipulation, or fraud is directly relevant to the role of a director or executive at a publicly listed company. Prior conduct of that kind should sharpen, not dull, an investor’s scrutiny of governance arrangements, related-party transactions, and information disclosure practices.

Third, where ASX has approved a listing over a character concern, it is reasonable to ask what remedial measures the company has put in place. The February 2026 guidance explicitly notes that such measures form part of ASX’s assessment. If a company has strengthened its independent board composition or compliance infrastructure in response, that is material to investors.

Finally, and most practically, the good fame and character test only applies at the point of admission. It does not prevent a person with a relevant history from joining the board of an already-listed company. Once a company is listed, governance and character assessment shifts to the board itself and ultimately to shareholders. The ASX is the gatekeeper at the door. Beyond it, investors are the market.