RENT.COM.AU LIMITED — Governance Information 2017

Oct 23, 2017

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

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2017

This Corporate Governance Statement is current as at 30 June 2017 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 2017, 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

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charter sets out the specific responsibilities of the Board and management and includes a description of those matters expressly reserved to the Board and those delegated to management. The Board Charter also sets out the requirements as to the Board’s composition, the roles and responsibilities of the Chairman and Company Secretary, the establishment, operation and management of Board Committees, Directors’ access to Company records and information, details of the Board’s relationship with management, details of the Board’s performance review and details of the Board’s disclosure policy.

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RENT.COM.AU LIMITED - CORPORATE GOVERNANCE STATEMENT - YEAR ENDING 30 JUNE 2017

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
		A copy of the Company’s Board Charter, which is part of the Company’s Corporate Governance Plan, is available on the Company’s website.
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and (b) provide security holders with all material information relevant to 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 the Board in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Nomination Committee to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. (b) Under the Nomination Committee Charter, all material information relevant to a decision on whether or not to elect or re-elect a Director must be provided to security holders in the Notice of Meeting containing the resolution to elect or re-elect a Director.
Recommendation 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.	YES	The Company’s Nomination Committee Charter requires the Nomination Committee to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. The Company has had written agreements with each of its Directors and senior executives for the past financial year.
Recommendation 1.4 The company secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.	YES	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary. In accordance with this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

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RECOMMENDATIONS (3[RD] EDITION) COMPLY EXPLANATION

Recommendation 1.5

• A listed entity should: (a) have a diversity policy which includes requirements for the Board or a relevant committee of the Board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• (b) disclose that policy or a summary of it; and

• (c) disclose as at the end of each reporting period:

• (i) the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and

(ii) either:

• (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

• (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.

PARTLY

• (a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives (if considered appropriate) and to assess annually both the objectives (if any have been set) 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 past financial year, because:

• the Board did not anticipate there would be a need to appoint any new Directors or senior executives due to limited nature of the Company’s existing and proposed activities and the Board’s view that the existing Directors and senior executives have sufficient skill and experience to carry 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 diversity objective requiring a specified proportion of women on the Board and in senior executive roles will, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit: and

• The Board is currently 100% male. The proportion of men currently in senior executive positions is 100%. The proportion of full and parttime staff, casual staff and consultants engaged during the period (including executive directors) that are women was 50% as at 30 June 2017.

Recommendation 1.6 A listed entity should:

• (a) The Company’s Nomination Committee (or, in its absence, the Board)

• YES is responsible for evaluating the performance of the Board, its committees and individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.		in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company has completed informal performance evaluations in respect of the Board, its committees (if any) and individual Directors for the past financial year in accordance with the above process.
Recommendation 1.7 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	YES	(a) The Company’s Nomination Committee (or, in its absence, the Board) is responsible for evaluating the performance of the Company’s senior executives on an annual basis. The Company’s Remuneration Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of the Company’s senior executives on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the Corporations Act) other than a non- executive Director. The applicable processes for these evaluations can be found in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company has completed an informal assessment of performance evaluations in respect of the senior executives (if any) for the past financial year in accordance with the applicable processes.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director,	YES	(a) The Company has a Remuneration & Nomination Committee comprising three independent, non-executive directors: • John Wood (Chair) • Phil Warren • Garry Garside

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RECOMMENDATIONS (3[RD] EDITION)

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 of times the committee met throughout the period and the individual attendances of the members at those meetings; or

COMPLY

EXPLANATION

  - The Remuneration & Nomination Committee met twice during the year with all members attending both meetings.

  - The Nomination Committee Charter is available as part of the Corporate Governance Plan on the Company’s website.

• (b) The Company had a Remuneration and Nomination Committee for the entirety of the past financial year.

• (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address Board succession issues and to ensure that the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

Recommendation 2.2

A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.

NO

Under the Nomination Committee Charter (in the Company’s Corporate Governance Plan), the Nomination Committee (or, in its absence, the Board) is required to prepare a Board skill matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.

The Company has, for the past financial year, not had a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.

The Board Charter requires the disclosure of each Board member’s qualifications and expertise.

The Company has not disclosed a Board Skill Matrix, however further details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.

		The Board Charter requires the disclosure of each Board member’s qualifications and expertise. The Company has not disclosed a Board Skill Matrix, however further details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.
Recommendation 2.3		(a) The Board Charter requires the disclosure of the names of Directors
A listed entity should disclose:	YES	considered by the Board to be independent. The Company has

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(a) the names of the Directors considered by the Board to be independent Directors; (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the Board is of the opinion that it does not compromise the independence of the Director, the nature of the interest, position, association or relationship in question and an explanation of why the Board is of that opinion; and (c) the length of service of each Director		disclosed those Directors it considered to be independent in its Annual Report. The Board considers the following Directors are independent: Dr Garry Garside, Mr Sam McDonagh, Mr Phil Warren and Mr John Wood. These four non-executive directors form the Board. (b) Mr John Wood is a substantial shareholder of the Company, however giving regard to the materiality of this holding to Mr Wood, the Board has considered that this holding will not materially interfere with the Director’s ability to act in the best interests of the Company. (c) The Company’s Annual Report discloses the length of service of each Director, as at the end of each financial year.
Recommendation 2.4 A majority of the board of a listed entity should be independent directors.	YES	The Board considers the following Directors are independent: Dr Garry Garside, Mr Sam McDonagh, Mr Phil Warren and Mr John Wood. These four non-executive directors form the majority of the Board.
Recommendation 2.5 The Chair of the Board of a listed entity should be an independent Director and, in particular, should not be the same person as the CEO of the entity.	YES	The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director. The Chair of the Company during the past financial year, Dr Garry Garside, is an independent Director and was not the CEO/Managing Director.
Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge 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 of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development.
PRINCIPLE 3:	ACT ETHICALLY AND RESPONSIBLY
Recommendation 3.1 A listed entity should:	YES	(a) The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(a) have a code of conduct for its Directors, senior executives and employees; and (b) disclose that code or a summary of it.		(b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website athttp://investors.rent.com.au/irm/content/governance.aspx
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Recommendation 4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and 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, non-executive directors 2. The audit committee is chaired by one of the independent non- executive directors (who is not the chair of the Board). 3. The Charter of the Audit Committee is disclosed in the Company’s Corporate Governance Plan available on the Company’s website at http://investors.rent.com.au/irm/content/governance.aspx 4. Mr Phil Warren, the Chair of the Audit committee is a Chartered Accountant with 20 years’ experience as is Mr Sam McDonagh. Dr Garry Garside has an MBA from UWA and all have significant experience at board and management level. Further details on the Director’s qualifications and experience are available in the Company’s annual report. 5. The audit committee met twice during the reporting period, with all members in attendance at the meetings.
Recommendation 4.2 The Board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that the financial records of the	YES	The Company’s Audit & Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.		The Company has obtained a sign off on these terms for each of its financial statements in the past financial year.
Recommendation 4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	YES	The Company’s Corporate Governance Plan provides that the Board must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. The Company’s external auditor attended the Company’s last AGM during the past financial year, and is invited to the forthcoming AGM.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1 A listed entity should: (a) have a written policy for complying with its continuous disclosure 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. In addition, the Corporate Governance Plan details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. (b) The Corporate Governance Plan, which incorporates the Board Charter, is available on the Company website.
PRINCIPLE 6:RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with investors. The Policy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	YES	Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting.
Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	YES	The Shareholder Communication Policy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders queries should be referred to the Company Secretary at first instance.
PRINCIPLE	7: RECOGNISE AND MANAGE RISK
Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent 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 of times the committee met throughout the period and the individual attendances of the members at those meetings; or	YES	(a) The Company’s Corporate Governance Plan contains an Audit & Risk Committee Charter that provides for the creation of an Audit & Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director. A copy of the Corporate Governance Plan is available on the Company’s website. (b) The Company, aside from the Audit Committee, did not have a Risk Committee for the past financial year to oversee risk. All matters that might properly be dealt with by the Risk Committee are dealt with by the full Board. The Board is of the view that the experience and professionalism of the persons on the Board is sufficient to ensure that all significant matters are appropriately addressed and actioned. Further, the Board does not consider that the Company is of sufficient size to justify the appointment of additional Directors for the sole purpose of satisfying this recommendation as it would be cost prohibitive and counterproductive.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.		The Board is responsible for overseeing the establishment and implementation of effective risk management and internal control systems to manage the Company’s material business risks and for reviewing and monitoring the Company’s application of those systems. Major risk categories reported include operational risk, statutory reporting and compliance, financial risks (including financial reporting, treasury, information technology and taxation), and market related risks. The Company’s Corporate Governance Plan includes a Risk Management Policy. This can be viewed on the Company website.
Recommendation 7.2 The Board or a committee of the Board should: (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound; and (b) disclose in relation to each reporting period, whether such a review has taken place.	NO	(a) The Audit & Risk Committee Charter requires that the Audit and Risk Committee (or, in its absence, the Board) should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound. (b) The Board did not complete a risk management framework review during the year ended 2017. A risk framework review is expected to be performed during the financial year ended 30 June 2018.
Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	YES	(a) The Audit & Risk Committee Charter provides for the Audit and Risk Committee to monitor the need for an internal audit function. (b) The Company did not have an internal audit function for the past financial year. The Audit & Risk Committee is responsible for ensuring that sound risk management policies are in place for the Company, and reporting to the Board as appropriate. Management is further responsible for undertaking and assessing risk management and internal control effectiveness, and the Board assumes the responsibility to establish and implement effective risk management and internal control processes.
Recommendation 7.4 A listed entity should disclose whether it has any material exposure to economic, environmentaland socialsustainability	YES	The Audit & Risk Committee Charter requires the Audit & Risk Committee (or, in its absence, the Board) to assist management determine whether the Company has any material exposure to economic, environmental and social

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RENT.COM.AU LIMITED - CORPORATE GOVERNANCE STATEMENT - YEAR ENDING 30 JUNE 2017

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
risks and, if it does, how it manages or intends to manage those risks.		sustainability risks and, if it does, how it manages or intends to manage those risks. The Company’s Corporate Governance Plan requires the Company to disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. The Company discloses this information in its Annual Report and on its ASX website as part of its continuous disclosure obligations.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent 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 of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	YES	(a) The Company’s Corporate Governance Plan disclosed on the Company’s website contains a Remuneration Committee Charter that provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom must be independent Directors, and which must be chaired by an independent Director. The members of the Committee are Mr John Wood (Chair), Mr Garry Garside and Mr Phil Warren, all independent directors. The remuneration committee met twice during the year and the all members were present at the meeting. (b) Not applicable.

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RENT.COM.AU LIMITED - CORPORATE GOVERNANCE STATEMENT - YEAR ENDING 30 JUNE 2017

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives and ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their remuneration.	YES	The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed on the Company’s website. The Board Charter sets out the policies and practices of the remuneration of Non-Executive Directors, Executive Directors and other senior executives. The Non-Executive Directors are paid a fixed annual fee for their service to the Company as Non-Executive Directors. All Executive Directors of the Company typically receive remuneration comprising a base salary component and other fixed benefits based on the terms of their respective employment agreements with the Company or its subsidiaries, and potentially the ability to participate in the Company’s short term and long term incentive plans. Details of the remuneration of the Directors and other executives is set out in the Remuneration Report (which forms part of the Directors' Report contained in the Company's 2017 Annual Report).
Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	NO	The Company did not have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme.

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