RENT.COM.AU LIMITED — Governance Information 2015

Oct 29, 2015

RENT.COM.AU LIMITED ACN 062 063 692 (Company)

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 30 JUNE 2015

This Corporate Governance Statement is current as at 30 June 2015 and has been approved by the Board of the Company from that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2015, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

The Board of the Company has formed an audit committee, nomination committee, remuneration committee, risk management committee and diversity committee.

The Company's Corporate Governance Plan is available on the Company's website at http://investors.rent.com.au/irm/content/governance.aspx

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a charter which sets out therespective roles and responsibilities of the Board, the Chairandmanagement,and includes a description of those matters expresslyreserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charterthat sets out the specific roles andresponsibilities of the Board,the Chairand managementand includes adescription of those matters expressly reserved to the Board and thosedelegated to management.The Board Charter sets out the specific responsibilities of the Board,requirements as to the Board's composition, the roles and responsibilities of theChairman and Company Secretary, the establishment, operation andmanagement of Board Committees, Directors' access to Company records andinformation, details of the Board's relationship with management, details of theBoard's performance review and details of the Board's disclosure policy.A copy of the Company's Board Charter, which is part of the Company's

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
		Corporate Governance Plan, is available on the Company's website.
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election, as aDirector; and(b)provide security holders with all material information relevantto a decision on whether or not to elect or re-elect a Director.	YES	(a)The Company has guidelines for the appointment and selection of theBoard in its Corporate Governance Plan. The Company's NominationCommitteeCharter(inthe Company's Corporate Governance Plan)requiresthe Nomination Committee(or, in its absence, the Board) to ensureappropriate checks (including checks in respect of character, experience,education, criminal record and bankruptcy history (as appropriate)) areundertaken before appointing a person, or putting forward to securityholders a candidate for election, as a Director.(b)Under the Nomination CommitteeCharter, all material informationrelevant to a decision on whether or not to elect or re-elect a Director mustbe provided to security holders in the Notice of Meeting containing theresolution to elect or re-electa Director.
Recommendation 1.3A listed entity should have a written agreement with each Directorand senior executive setting out the terms of their appointment.	YES	The Company's Nomination CommitteeCharter requires the NominationCommittee (or, in its absence, the Board) to ensure that each Director and seniorexecutive is a party to a written agreement with the Company which sets out theterms of that Director's or senior executive's appointment.The Company has had written agreements with each of its Directors and seniorexecutives for the past financial year.
Recommendation 1.4The company secretary of a listed entity should be accountabledirectly to the Board, through the Chair, on all matters to do withthe proper functioning of the Board.	YES	The Board Charter outlines the roles, responsibility and accountability of theCompany Secretary. In accordance with this, the Company Secretary isaccountable directly to the Board, through the Chair, on all matters to do withthe proper functioning of the Board.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation 1.5A listed entity should:(a)have a diversity policy which includes requirements for theBoard or a relevant committee of the Board to set measurableobjectives for achieving gender diversity and to assess annuallyboth the objectives and the entity's progress in achieving them;(b)disclose that policy or a summary ofit; and(c)disclose as at the end of each reporting period:(i)the measurable objectives for achieving gender diversityset by the Board in accordance with the entity's diversitypolicy and its progress towards achieving them; and(ii)either:(A)the respective proportions of men and women onthe Board, in senior executive positions andacross the whole organisation (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity's mostrecent "Gender Equality Indicators", as defined inthe Workplace Gender Equality Act.	PARTLY	(a)The Company has adopted a Diversity Policy which provides a frameworkfor the Company to establish and achieve measurable diversity objectives,including in respect of gender diversity. The Diversity Policy allowstheBoard to set measurable gender diversity objectives(if consideredappropriate) and to assess annually both the objectives(if any have beenset) and the Company's progress in achieving them.(b)The Diversity Policy is available, as part of the Corporate Governance Plan,on the Company's website.(c)The Board did not set measurable gender diversity objectives for the pastfinancial year, because:-the Board did not anticipate there would be a need to appoint any newDirectors or senior executives due to limited nature of the Company'sexisting and proposed activities and the Board's view that the existingDirectors and senior executives have sufficient skill and experience tocarry out the Company's plans; and-if it became necessary to appoint any new Directors or senior executives,the Board considered the application of a measurable gender diversityobjective requiring a specified proportion of women on the Board and inseniorexecutive roles will, given the small size of the Company and theBoard, unduly limit the Company from applying the Diversity Policy as awhole and the Company's policy of appointing based on skills and merit:and-The Board is currently 100% male. The proportion of men currently insenior executive positions is 75%. The proportion of full and part-timestaff, casual staff and consultants engaged during the period, includingexecutive directors that arewomen was 11% across the period.
Recommendation1.6A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the Board, its committees and individual	YES	(a)The Company's Nomination Committee (or, in its absence, the Board) isresponsible for evaluating the performance of the Board, its committeesand individual Directors on an annual basis. It may do so with the aid of anindependent advisor. The process for this is set outin the Company'sCorporate Governance Plan,which is available on the Company's website.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
Directors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertakenin the reporting periodin accordance with that process.		(b)The Company's Corporate Governance Plan requires the Company todisclosewhether or not performance evaluations were conducted duringthe relevant reporting period. The Company hascompleted informalperformance evaluations in respect of the Board, its committees (if any)and individual Directors for the past financial year in accordance with theabove process.
Recommendation 1.7A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reporting periodin accordance with that process.	YES	(a)The Company's Nomination Committee (or, in its absence, the Board) isresponsible for evaluating the performance of the Company's seniorexecutiveson an annual basis. The Company's Remuneration Committee(or, in its absence, the Board) is responsible for evaluating theremuneration of the Company's senior executives on an annual basis. Asenior executive, for these purposes, means key management personnel(as defined in the Corporations Act) other than a non-executiveDirector.The applicable processesfor these evaluations can be found in theCompany's Corporate Governance Plan, which is available on theCompany's website.(b)The Company has completedaninformal assessment of performanceevaluations in respect of the senior executives (if any) for the pastfinancialyear in accordance with the applicable processes.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
Recommendation 2.1The Board of a listed entity should:(a)have a nomination committee which:(i)has at least three members, a majority of whom areindependent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;	YES	(a)The Company's Nomination Committee Charter provides for the creation ofa Nomination Committee(if it is considered it will benefitthe Company),with atleast three members, a majority of whom are independentDirectors, and which mustbe chaired by an independent Director.TheCharter is available as part of the Corporate Governance Plan on theCompany's website.(b)The Company did not have a Nomination Committee for the entirety of thepast financial year as the Board did not initially consider the Companywould benefit from itsestablishment. In accordance with the Company'sBoard Charter, the Board carriedout the duties that would ordinarily be
		carried out by the Nomination Committee under the Nomination

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
(iv)the members of the committee; and(v)as at the end of each reporting period, the number oftimes the committee met throughout the period and theindividual attendances of the members at those meetings;or(b)if it does not have a nomination committee, disclose that factand the processes it employs to address Board succession issuesand to ensure that the Board has the appropriate balance ofskills, experience, independence and knowledge of the entity toenable it to discharge its duties and responsibilities effectively.		Committee Charterduring this period, including the following processes toaddress succession issues and to ensure the Board has the appropriatebalance of skills, experience, independence and knowledge of the entity toenable it to discharge its duties and responsibilities effectively:(i)devoting time at least annually to discuss Board succession issues andupdating the Company's Board skills matrix; and(ii)All Board members being involved in the Company's nominationprocess, to the maximum extent permitted under the Corporations Actand ASX Listing Rules.
Recommendation 2.2A listed entity should have and disclose a Board skill matrix settingout the mix of skills and diversity that the Board currently has or islooking to achieve in its membership.	NO	Under the Nomination CommitteeCharter(inthe Company's CorporateGovernance Plan), the Nomination Committee(or, in its absence, the Board) isrequired to prepare a Board skill matrix setting out the mix of skills and diversitythat the Board currently has (or is looking to achieve) and to review this at leastannuallyagainst the Company's Board skills matrix to ensure the appropriate mixof skills and expertise is present to facilitate successful strategic direction.The Company has, for the past financial year,nothad a Board skill matrix settingout the mix of skills and diversity that the Board currently has or is looking toachieve in its membership.The Board Charter requires the disclosure of each Board member's qualificationsand expertise.The Company has not disclosed aBoard Skill Matrix, however furtherdetails asto each Director and senior executive's relevant skills and experience areavailablein the Company's Annual Report.
Recommendation 2.3A listed entity should disclose:(a)the names of the Directors considered by the Board to beindependent Directors;(b)if a Director has an interest, position, association or relationshipof the type described in Box 2.3 of the ASX Corporate	YES	(a)The Board Charter requires the disclosure of the names of Directorsconsidered by the Board to be independent.The Company has disclosedthose Directors it considered to be independent in its Annual Report.TheBoard considers the following Directors are independent: Mr Garry Garside,Mr Sam McDonagh, Mr Phil WarrenandMr John Wood.These fournonexecutivedirectors form the majority of the Board.(b)Mr John Wood is a substantial shareholder of the Company, however giving

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
Governance Principles and Recommendation (3rd Edition), butthe Board is of the opinion that it does not compromise theindependence of the Director, the nature of the interest,position, association or relationship in question and anexplanation of why the Board is of that opinion; and(c)the length of service of each Director		regardto the materiality of this holding to Mr Wood, the Board hasconsidered that this holding will not materially interfere with the Director'sability to act in the best interests of the Company(c)The Company's Annual Report discloses the length of service of eachDirector, as atthe end of each financial year.
Recommendation 2.4A majority of the board of a listed entity should be independentdirectors.	YES	The Board considers the following Directors are independent: Mr Garry Garside,Mr Sam McDonagh, Mr Phil Warren and Mr John Wood.These fournonexecutive directors form the majority of the Board.
Recommendation 2.5The Chair of the Board of a listed entity should be an independentDirector and, inparticular, should not be the same person as theCEO of the entity.	YES	The Board Charter provides that, where practical, the Chairof the Board shouldbe an independent Directorand should not be the CEO/Managing Director.The Chair of the Company during the past financial year, Mr Garry Garside, isanindependent Director and was not the CEO/Managing Director.
Recommendation 2.6A listed entity should have a program for inducting new Directorsand providing appropriate professional development opportunitiesfor continuing Directors to develop and maintain the skills andknowledge needed to perform their role as a Director effectively.	YES	In accordance with the Company's Board Charter, the Nomination Committee(or, in its absence, the Board)is responsible for the approval and review ofinduction and continuing professional development programs and proceduresfor Directors to ensure that they can effectively discharge their responsibilities.The Company Secretary is responsible for facilitating inductions and professionaldevelopment.
PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
Recommendation 3.1A listed entity should:(a)have a code of conduct for its Directors, senior executives andemployees; and(b)disclose that code or a summary of it.	YES	(a)The Company's Corporate Code of Conduct applies to the Company'sDirectors, senior executives and employees.(b)The Company's Corporate Code of Conduct (which forms part of theCompany's CorporateGovernance Plan) is available on the Company'swebsite athttp://investors.rent.com.au/irm/content/governance.aspx

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
	PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Recommendation 4.1The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom are independentdirectors; and(2)is chaired by an independent director, who is not the chairof the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number of timesthe committee met throughout the period and the individualattendances of the members at those meetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagement partner.	YES	The Company has an audit committee.1.The audit committee has three members, that are all independent, nonexecutive directors2.The audit committee is chaired by one of the independent nonexecutive directors (who is not the chair of the Board).3.The Charter of the Audit Committee is disclosed in the Company'sCorporate Governance Plan available on the Company's website athttp://investors.rent.com.au/irm/content/governance.aspx4.Mr Phil Warren, the Chair of the Audit committee is a CharteredAccountant with 20 years' experience. Mr Garsideand Mr Woodhavesignificant experience at board and management level. Further detailson the Director's qualifications and experience are available in theCompany's annual report.5.The audit committee met oncesubsequent to the end ofthe reportingperiod, with all members in attendance at themeeting.
Recommendation 4.2The Board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEO andCFO a declaration that the financial records of the entity have beenproperly maintained and that the financial statements comply withthe appropriate accounting standards and give a true and fair viewof the financial position and performance of the entity and that theopinion has been formed on the basis of a sound system of risk	YES	The Company's Audit and Risk Committee Charter requires the CEO and CFO (or,if none, theperson(s) fulfilling those functions) to provide a sign off on theseterms.The Company has obtained a sign off on these terms for each of its financialstatements in the past financial year.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
management and internal control which is operating effectively.
Recommendation 4.3A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questions fromsecurity holders relevant to the audit.	YES	The Company's Corporate Governance Plan provides that the Board must ensurethe Company's external auditor attends its AGM and is available to answerquestions from security holders relevant to the audit.The Company's external auditor attended the Company's last AGM during thepast financial year, and is invited to the forthcoming AGM.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1A listed entity should:(a)have a written policyfor complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	YES	(a)The Board Charter provides details of the Company's disclosure policy. Inaddition, the Corporate Governance Plan details the Company's disclosurerequirements as required by the ASX Listing Rules and other relevantlegislation.(b)The Corporate Governance Plan, which incorporates the Board Charter, isavailable on the Company website.
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.	YES	Information about the Company and its governance is available in theCorporateGovernance Plan which can be foundon the Company's website.
Recommendation 6.2A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	YES	The Company has adopted a Shareholder Communications Policy which aims topromote and facilitate effective two-way communication with investors. ThePolicy outlines a range of ways in which information is communicated toshareholders and is available on the Company's website as part of theCompany's Corporate Governance Plan.
Recommendation 6.3A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	YES	Shareholders are encouraged to participate at all general meetings and AGMs ofthe Company. Upon the despatch of any notice of meeting to Shareholders, theCompany Secretary shall send out material stating that all Shareholders areencouraged to participate at themeeting.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation 6.4A listed entity should give security holders the option to receivecommunications from, and send communications to, the entity andits security registry electronically.	YES	The Shareholder Communication Policy providesthat security holders canregister with the Company to receive email notifications when an announcementismade by the Company to the ASX, including the release of the Annual Report,half yearly reports and quarterly reports. Links are made available to theCompany's website on which all information provided to the ASX is immediatelyposted.Shareholders queries should be referred to the Company Secretary at firstinstance.
		PRINCIPLE 7: RECOGNISE AND MANAGE RISK
Recommendation 7.1The Board of a listed entityshould:(a)have a committee or committees to oversee risk, each of which:(i)has at least three members, a majority of whom areindependent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a risk committee or committees that satisfy(a) above, disclose that fact and the process it employs foroverseeing the entity's risk management framework.	YES	(a)The Company's Corporate Governance Plan contains an Audit and RiskCommittee Charter that provides for the creation of an Audit and RiskCommittee (if it is considered it will benefit the Company), with at leastthree members, all of whom must be independent Directors, and whichmust be chaired by an independent Director.A copy of the Corporate Governance Plan is available on the Company'swebsite.(b)The Company,aside from the Audit Committee, did not have a RiskCommittee for the past financial yearto oversee risk.All matters that mightproperly be dealt with by the Risk Committee are dealt with by the fullBoard. The Board is of the view that the experience and professionalism ofthe persons on the Board is sufficient to ensure that all significant mattersare appropriately addressed and actioned. Further, the Board does notconsider that the Company is of sufficient size to justify the appointment ofadditional Directors for the sole purpose of satisfying this recommendationas it would be cost prohibitive and counterproductive.The Board is responsible for overseeingthe establishment andimplementation of effective risk management and internal control systemsto manage the Company's material business risks and for reviewing andmonitoring the Company's application of those systems.Major risk categories reported include operationalrisk, statutory reporting

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
		information technology and taxation), and market related risks.
		The Company's Corporate Governance Plan includes a Risk ManagementPolicy. This can be viewed on the Company website.
Recommendation 7.2The Board or a committee of the Board should:(a)review the entity's risk management framework withmanagement at least annually to satisfy itself that it continuesto be sound; and(b)disclose in relation to each reporting period, whether such areview has taken place.	NO	(a)The Audit and Risk Committee Charter requires that the Audit and RiskCommittee (or, in its absence, the Board) should, at least annually, satisfyitself that the Company's risk management framework continues to besound.(b)The Board did not complete a risk management framework review duringthe year ended 2015. A risk framework review is expected to be performedduring the financial year ended 30 June 2016.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact and theprocesses it employs for evaluating and continually improvingthe effectiveness of its risk management and internal controlprocesses.	YES	(a)The Audit and Risk Committee Charterprovides for theAudit and RiskCommittee to monitor the need for aninternal audit function.(b)The Company did not have an internal audit function for the past financialyear. The Audit and Risk committee is responsible for ensuring that soundrisk management policies are in place for the Company, and reporting tothe Board as appropriate. Management is further responsible forundertaking and assessing risk management andinternal controleffectiveness, and the Board assumes the responsibility to establish andimplement effective risk management and internal control processes.
Recommendation 7.4A listed entity should disclose whether it has any material exposureto economic, environmental and social sustainability risks and, if itdoes, how it manages or intends to manage those risks.	YES	The Audit and Risk Committee Charter requires the Audit and Risk Committee(or, in its absence, the Board) to assist management determine whether theCompany has any material exposure to economic, environmental and socialsustainability risks and, if it does, how it manages or intends to manage thoserisks.The Company's Corporate Governance Plan requires the Company to disclosewhether it has any material exposure to economic, environmental and socialsustainability risks and, if it does, how it manages or intends to manage thoserisks.The Company discloses this information in its Annual Reportand on its ASXwebsiteas part of its continuous disclosure obligations.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1The Board of a listed entity should:	YES	(a)The Company's Corporate Governance Plan disclosed on the Company'swebsite contains a Remuneration Committee Charter that provides for the
(a)have a remuneration committee which:(i)has at least three members, a majority of whom areindependent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a remuneration committee, disclose that fact		creation of a Remuneration Committee (if it is considered it will benefit theCompany), with at least three members, a majority of whom must beindependent Directors, and which must be chairedby an independentDirector.The Company formed a remuneration committee during the year ended 30June 2015. The members of the Committee are John Wood(Chair), GarryGarsideand Phil Warren, all independent directors.The Committee did not meet until subsequent to the end of the reportingperiod, and all members were in attendance.(b)As the Company did not have a Remuneration Committee that met duringthepast financial year,in accordance with the Company's Board Charter,the Board has previously carried out the duties that would ordinarily becarried out by the Remuneration Committee under the RemunerationCommittee Charter including the following processes to set the level andcomposition of remuneration for Directors and senior executives and
and the processes it employs for setting the level andcomposition of remuneration for Directors and seniorexecutives and ensuring that such remuneration is appropriateand not excessive.				ensuring that such remuneration is appropriate and not excessive, includingdevoting time at Board meetings to assess the level and composition ofremuneration for Directors and senior executives.
Recommendation 8.2A listed entity should separately disclose its policies and practicesregarding the remuneration of non-executive Directors and theremuneration of executive Directors and other senior executivesand ensure that the different roles and responsibilities of nonexecutiveDirectors compared to executive Directors and othersenior executives are reflected in the level and composition of theirremuneration.	YES	The Company's Corporate Governance Plan requires the Board to disclose itspolicies and practices regarding the remuneration of Directors and seniorexecutives,which is disclosed on the Company's website.The Board Charter sets out the policies and practices of the remuneration ofNon-Executive Directors, Executive Directors and other senior executives.The Non-Executive Directors are paid a fixed annual fee for their service to theCompany as Non-Executive Directors. All Executive Directors of the Companytypically receive remuneration comprising a base salary component and otherfixed benefits based on the terms of their respective employment agreements

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
		with the Company or its subsidiaries, and potentially the ability to participate inthe Company's short term and long term incentive plans. Details of theremuneration of the Directors and other executives isset out in theRemuneration Report (which forms part of the Directors' Report contained in theCompany's 2015Annual Report).
Recommendation 8.3A listed entity which has an equity-based remuneration scheme	NO	The Company did not havea policy on whether participants are permitted toenter into transactions (whether through the use of derivatives or otherwise)
should:		which limit the economic risk of participating in the scheme.
(a)have a policy on whether participants are permitted to enterinto transactions (whether through the use of derivatives orotherwise) which limit the economic risk of participating in thescheme; and
(b)disclose that policy or a summary of it.