Gerard Duffy’s Permanent ASIC Ban: Fit & Proper Lessons for AFSL Holders and Responsible Managers

Introduction

On 3 June 2026, the Australian Securities & Investments Commission (ASIC) permanently banned former Brite Advisors responsible manager Gerard Duffy from providing financial services after finding reason to believe he was not fit and proper. ASIC cited his failure to disclose and manage an actual, perceived or potential conflict of interest, and responses during Section 19 examinations that indicated a lack of integrity and honesty.

The decision gives Australian financial services licence (AFSL) holders a case study in fit and proper standards, conflict management and responsible manager oversight. It explains what the ban means for appointing and monitoring responsible managers without suggesting that Duffy was banned because he held that role or that responsible managers personally assume a licensee’s obligations under Section 912A of the Corporations Act 2001 (Cth) (‘Corporations Act‘).

Interactive Tool: Check If Your Responsible Manager Meets ASIC’s Standards

Why ASIC Permanently Banned Gerard Duffy

Undisclosed Conflict of Interest

Gerard Duffy had overlapping roles involving Brite Advisors Pty Ltd (Brite) and the Australian Financial Complaints Authority (AFCA). ASIC’s records show that he worked for AFCA from 6 April 2021 to 15 July 2025, while also holding roles with Brite, including as a consultant from 22 July 2022 to October 2023.

Mr Duffy failed to disclose his relationship with Brite to AFCA. As a result, ASIC found that he had “failed to disclose and manage an actual, perceived or potential conflict of interest“. This finding was relevant to ASIC’s conclusion that he was “not a fit and proper person“.

Duffy’s Responses During ASIC Examinations

Under Section 19(1)–(2) of the Australian Securities and Investments Commission Act 2001 (Cth) (‘ASIC Act‘), where ASIC on reasonable grounds suspects or believes that a person can give information relevant to a matter it is investigating, or is to investigate, under Division 1 of Part 3, ASIC may by written notice require the person to give reasonable assistance and appear for examination on oath or affirmation and answer questions.

ASIC examined Mr Duffy in October 2021 and July 2022 about Brite’s affairs. However, Mr Duffy’s responses did not disclose his employment with AFCA, even though he was employed there from 6 April 2021. ASIC found that omitting this information indicated a lack of integrity and honesty, contributing to its conclusion that he was not a fit and proper person.

Understanding the Fit & Proper Standard for AFSL Holders

ASIC’s Fit & Proper Test

ASIC describes fitness and propriety in the financial services context as requiring a person to conduct themselves with “honesty, integrity and sound judgement“. For the statutory assessments to which it applies, Section 913BB(1)–(2) of the Corporations Act requires ASIC to have regard to specified matters when applying Section 913BA(1) or considering a banning order under Section 920A(1)(d), including:

• whether the person’s AFSL has been suspended or cancelled; or
• whether they have been subject to a banning or disqualification order.

ASIC must also consider matters such as disqualification from managing corporations, links to a refusal or failure to give effect to an AFCA determination, insolvency-related events and any conviction for an offence within the last 10 years. Section 913BB of the Corporations Act also requires ASIC to consider information from State or Territory authorities and any other matter ASIC considers relevant.

Implications of ASIC’s Banning Order

Under Section 920A(1)(d) of the Corporations Act, ASIC may make a written banning order if it has reason to believe that a person is not fit and proper. As per Section 920B(1)(a)–(e), a banning order may prohibit a person from:

• providing any or specified financial services;
• controlling an entity that carries on a financial services business;
• performing any function involved in carrying on a financial services business; or
• performing specified functions involved in carrying on such a business.

Applying the Section 920A(1)(d) power described above, Gerard Duffy’s permanent ban took effect on 3 June 2026. It prevents him from providing financial services, controlling an entity that carries on a financial services business, or performing any function involved in that business.

Role of a Responsible Manager

Ensuring Organisational Competence

Under Section 912A(1)(e) of the Corporations Act, an AFS licensee must maintain the competence to provide the financial services covered by its licence. RG 105 explains that ASIC assesses this organisational competence by examining the knowledge and skills of the responsible managers who manage the financial services business.

A responsible manager should have direct responsibility for day-to-day decisions about the ongoing provision of financial services. RG 105.36 requires appropriate knowledge and skills for the financial services and products connected with each responsible manager’s role, while RG 105.39–RG 105.48 require the responsible managers collectively to cover all financial services and products under the licence. The obligation remains with the licensee; a responsible manager does not personally assume the licensee’s obligations under Section 912A of the Corporations Act.

Ongoing Fitness, Competence & Availability

ASIC’s RG 105.38 states that, when nominating responsible managers, the licensee needs to ensure they are fit and proper, and RG 105.26 requires consideration of whether they have sufficient time to fulfil their responsibilities.

An AFS licensee must continue assessing whether its responsible managers remain suitable for their roles. The assessment should take account of the responsible manager’s overall business commitments, including:

• roles with other AFS licensees;
• directorships;
• employment; and
• consulting work.

A person may have appropriate knowledge and skills but still lack enough available time to carry out the responsible manager role effectively.

Practical Lessons AFSL Holders Should Learn From the Duffy Ban

Before Appointing a Responsible Manager

An AFS licensee should assess a proposed responsible manager’s fitness, competence, experience and external interests before making a nomination. ASIC’s current responsible manager transaction requirements require the following supporting documents when adding a new responsible manager:

• a Statement of Personal Information;
• a criminal history check;
• information about the responsible manager’s competence, including relevant roles during the past 10 years;
• copies of qualification certificates; and
• if the person has lived outside Australia for more than 12 months during the past 10 years, overseas bankruptcy and police certificates.

A criminal history check must be no more than 12 months old. The assessment should also consider whether the responsible manager has outside employment, consulting arrangements, directorships or other roles that could create a conflict or limit the time available for significant day-to-day decisions, which are important considerations when hiring the right responsible manager.

Ongoing Monitoring & Conflict Disclosures

RG 105.10 expects an AFS licensee to review organisational competence regularly and whenever its responsible managers or business activities change. The licensee should maintain and update each responsible manager’s knowledge and skills, and keep records of its reviews and governance steps.

Section 912A(1)(aa) of the Corporations Act requires the licensee to have adequate arrangements for managing conflicts of interest within the scope of that provision. RG 181.60–RG 181.63 explains that those arrangements should identify and assess relevant conflicts, respond to them, and include appropriate documentation and record keeping.

Responding When Fitness or Integrity Concerns Arise

An integrity concern should prompt the AFS licensee to reassess whether it can continue relying on the responsible manager for organisational competence. The review should consider the person’s:

• fitness;
• available time;
• external roles;
• conflicts; and
• the effect of any change on the financial services covered by the licence.

Regulation 7.6.04(1)(b) of the Corporations Regulations 2001 (Cth) requires an AFS licensee to lodge prescribed particulars with ASIC within 10 business days where a matter entered in the register of financial services licensees changes and the change is not a direct consequence of an act by ASIC. ASIC’s responsible manager notification process applies this requirement to changes to responsible managers.

The notification allows ASIC to assess whether the change affects organisational competence. Click Legal’s free AFSL Compliance Guide on Core Obligations for AFS Licensees can assist licensees reviewing these ongoing governance steps.

Outside Employment & Competing Roles

External employment and consulting arrangements can create actual, perceived or potential conflicts of interest. Section 912A(1)(aa) of the Corporations Act requires an AFS licensee to have adequate arrangements for managing conflicts of interest that may arise wholly or partly in relation to activities undertaken by the licensee or its representatives in providing financial services as part of their financial services business. ASIC provides further guidance on identifying actual and potential conflicts in its Regulatory Guide (RG) 181.29–RG 181.32.

As explained above, ASIC found that Gerard Duffy failed to disclose and manage the conflict involving his overlapping Brite and AFCA roles, contributing to its finding that he was not a fit and proper person.

What AFSL Holders Should Monitor

RG 181.63 states that licensees should document identified conflicts and the actions taken, for example through a conflicts register. In that context, an AFSL holder should monitor a range of matters, including:

• maintaining accurate conflict registers;
• reviewing responsible manager external interests; and
• checking that disclosures remain complete when roles or relationships change.

A responsible manager’s employment, directorships, consulting work and other business roles may affect how the licensee assesses a conflict.

ASIC’s current RG 181.75–RG 181.78 states that disclosure is one mechanism for managing conflicts and often, disclosure alone may be insufficient. Its effectiveness depends on the facts and circumstances, including:

• the materiality or seriousness of the conflict;
• the nature of the financial service; and
• the needs of the affected party.

Our Free Conflicts of Interest Management Guide for AFSL & ACL Holders can assist licensees in reviewing competing roles and recording how conflicts are managed.

Conclusion

The Gerard Duffy case shows why AFSL holders should assess each responsible manager’s honesty, integrity, sound judgement, external roles and conflicts of interest. Effective oversight requires licensees to identify and manage conflicts, review responsible manager suitability, and keep records supporting their organisational competence.

For AFSL holders reviewing these arrangements, contact Click Legal’s lawyers about AFSL compliance services to help assess your governance processes. Their regulatory law experience can help your business address responsible manager issues and manage compliance tasks with greater confidence.

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