RENT.COM.AU LIMITED — Governance Information 2018

Sep 30, 2018

RENT.COM.AU LIMITED ACN 062 063 692

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDING 30 JUNE 2018

This Corporate Governance Statement is current as at 30 June 2018 and has been approved by the Board of Rent.com.au Limited (the Company) from that date.

This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2018, 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 and risk committee, and a nomination and remuneration 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 mattersexpressly reserved to the Board and those delegated tomanagement.	YES	The Company has adopted a Board Charter sets out the specific responsibilitiesof the Boardand management and includes a description of those mattersexpressly reserved to the Board and those delegated to management. TheBoard Charter also sets out the requirements as to the Board's composition,the roles and responsibilities of the Chairman and Company Secretary, theestablishment, operation and management of Board Committees, Directors'access to Company records and information, details of the Board's relationshipwith management, details of the Board's performance review and details of theBoard's disclosure policy.A copy of the Company's Board Charter, which is part of the Company'sCorporate Governance Plan, is available on the Company's website.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election, asa Director; 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)requires the Nomination Committeeto ensure appropriate checks(including checks in respect of character, experience, education, criminalrecord and bankruptcy history (as appropriate)) are undertaken beforeappointing a person orputting forward to security holders a candidate forelection, as a Director.(b)Under theNomination 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-elect a 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 to ensure that each Director and senior executive is a party to awritten agreement with the Company which sets out the terms of that Director'sor senior executive's appointment.The Company has had written agreements with each of its Directors and seniorexecutives for thepast 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.
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:	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.

RECOMMENDATIONS		(3RD EDITION)	COMPLY		EXPLANATION
(i)(ii)	either:(A)(B)	the measurable objectives for achieving gender diversityset by the Board in accordance with the entity's diversitypolicy and its progress towards achieving them; andthe respective proportions of men and womenon the Board, in senior executive positions andacross the whole organisation (including how theentity has defined "senior executive" for thesepurposes); orif 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.		(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; andif 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 andin senior executive roles will, given the small size of the Company andthe Board, unduly limit the Company from applying the Diversity Policyas a whole and the Company's policy of appointing based on skills andmerit:andThe Board is currently 100% male. The proportion of men currently insenior executive positions is 100%. The proportion of full and part-timestaff, casual staff and consultants engaged during the period (includingexecutive directors)that arewomenwas 37% as at 30 June 2018.
Recommendation 1.6A listed entity should:(a)(b)	Directors; anddisclose,	have and disclose a process for periodically evaluating theperformance of the Board, its committees and individualin relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	YES	(a)(b)	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 ofan independent advisor. The process for this is set outin the Company'sCorporate Governance Plan,which is available on the Company's website.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	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. A

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reporting		senior executive, for these purposes, means key management personnel(as defined in the Corporations Act) other than a non-executiveDirector.
period in accordance with that process.		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 past financialyear 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 Companyhas a Remuneration & Nomination Committeecomprisingthree independent, non-executive directors:•John Wood (Chair)•Phil Warren•Garry Garside•The Remuneration & Nomination Committeemet twice during theyear with all members attending both meetings.•The Nomination Committee Charteris available as part of the
(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 thosemeetings; or(b)if it does not have a nomination committee, disclose that factand the processes it employs to address Board successionissues and to ensure that the Board has the appropriatebalance of skills, experience, independence and knowledge ofthe entity to enable it to discharge its dutiesandresponsibilities effectively.		Corporate Governance Plan on the Company's website.(b)The Company had a Remuneration and Nomination Committee for theentirety of the past financial year.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
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 anddiversity that the Board currently has (or is looking to achieve) and to reviewthis at least annuallyagainst the Company's Board skills matrix to ensure theappropriate mix of skills and expertise is present to facilitate successfulstrategic direction.
		The Company has, for the past financial year,nothad a formal Board skillmatrix setting out the mix of skills and diversity that the Board currently has oris looking to achieve in its membership.
		The Board Charter requires the disclosure of each Board member'squalifications and expertise.
		The Company has disclosed details as to each Director and senior executive'srelevant skills and experience in the Company's Annual Report.
Recommendation 2.3	YES	(a)The Board Charter requires the disclosure of the names of Directors
A listed entity should disclose:(a)the names of the Directors considered by the Board to beindependent Directors;		considered 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: Dr GarryGarside, Mr Sam McDonagh, Mr Phil WarrenandMr John Wood.Thesefournon-executivedirectors form the Board.
(b)if a Director has an interest, position, association orrelationshipof the type described in Box 2.3 of the ASXCorporate Governance Principles and Recommendation (3rdEdition), but the Board is of the opinion that it does notcompromise the independence of the Director, the nature ofthe interest, position, association or relationship in question		(b)Mr John Wood is a substantial shareholder of the Company, however givingregardto 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.
and an explanation of why the Board is of that opinion; and		(c)The Company's Annual Report discloses the length of service of eachDirector, as atthe end of each financial year.
(c)the length of service of each Director
Recommendation 2.4A majority of the board of a listed entity should be independentdirectors.	YES	The Board considers the following Directors are independent: Dr Garry Garside,Mr Sam McDonagh, Mr Phil Warren and Mr John Wood.These fournonexecutive directors form the majority of the Board.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
Recommendation 2.5The Chair of the Board of a listed entity should be an independentDirector and, in particular, 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, Dr Garry Garside, isanindependent Director and was not the CEO/Managing Director.
Recommendation 2.6A listed entity should have a program for inducting new Directorsandprovidingappropriateprofessionaldevelopmentopportunities for continuing Directors to develop and maintain theskills and knowledge needed to perform their role as a Directoreffectively.	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 andprofessional development.
	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 Corporate Governance Plan) is available on the Company'swebsite athttp://investors.rent.com.au/irm/content/governance.aspx
		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 thechair of the board,and disclose:(3)the charter of the committee;	YES	The Company has an audit committee.1.The audit committee has three members, that are all independent,non-executive 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' experienceas is Mr Sam McDonagh. DrGarryGarsidehas an MBA from UWA and all have significant experience atboard and management level. Further details on the Director's

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
(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 engagementpartner.		qualifications and experience are available in the Company's annualreport.5.The audit committee met twice during the reporting period, with allmembers in attendance at themeetings.
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 riskmanagement and internal control which is operating effectively.	YES	The Company's Audit &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.
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 mustensure the Company's external auditor attends its AGM and is available toanswer questions from security holders relevant to the audit.The Company's external auditor attended the Company's last AGM during thepast financial year andis invited to the forthcoming AGM.
PRINCIPLE 5: MAKE TIMELYAND BALANCED DISCLOSURE
Recommendation 5.1A listed entity should:(a)have a written policy for 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.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1
A 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 theCorporate Governance 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 aimsto promote 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 AGMsof the Company. Upon the despatch of any notice of meeting to Shareholders,the Company Secretary shall send out material stating that all Shareholders areencouraged to participate at the meeting.
Recommendation 6.4A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	YES	The Shareholder Communication Policy providesthat security holders canregister with the Company to receive email notifications when anannouncement ismade by the Company to the ASX, including the release of theAnnual Report, half yearly reports and quarterly reports. Links are madeavailable to the Company's website on which all information provided to theASX is immediately posted.Shareholders queries should be referred to the Company Secretary at firstinstance.
PRINCIPLE 7: RECOGNISEAND MANAGE RISK
Recommendation 7.1The Board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(i)has at least three members, a majority of whom areindependent Directors; and	YES	(a)The Company's Corporate Governance Plan contains an Audit &RiskCommittee Charter that provides for the creation of an Audit &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.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
(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 doesnot 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.		(b)The Company,aside from the Audit Committee, did not have a RiskCommittee for the past financial yearto oversee risk.All matters thatmight properly be dealt with by the Risk Committee are dealt with by thefull Board. The Board is of the view that the experience andprofessionalism of the persons on the Board is sufficient to ensure that allsignificant matters are appropriately addressed and actioned. Further, theBoard does not consider that the Company is of sufficient size to justifythe appointment of additional Directors for the sole purpose of satisfyingthisrecommendationasitwouldbecostprohibitiveandcounterproductive.The Board is responsible for overseeingthe establishment andimplementation of effective risk management and internal controlsystems to manage the Company's material business risks and forreviewing and monitoring the Company's application of those systems.Major risk categories reported include operationalrisk, statutory reportingand compliance, financial risks (including financial reporting, treasury,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 &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 2018. A risk framework review is expected to be performedduring the financial year ended 30 June 2019.
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	YES	(a)The Audit &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 &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 for

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
(b)if it does not have an internal audit function, that fact and theprocesses it employs for evaluating andcontinually improvingthe effectiveness of its risk management and internal controlprocesses.		undertaking 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 &Risk Committee Charter requires the Audit &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 itsASX websiteas part of its continuous disclosure obligations.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1The Board of a listed entity should:(a)have a remuneration committee which:(i)has atleast 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	YES	(a)The Company's Corporate Governance Plan disclosed on the Company'swebsite contains a Remuneration Committee Charter that provides for thecreation 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 members of the Committee are Mr John Wood(Chair), Mr GarryGarsideand Mr Phil Warren, all independent directors.The remuneration committee met once during the year and the allmembers were present at the meeting.

(3RD EDITION)RECOMMENDATIONS	COMPLY	EXPLANATION
(b)if it does not have a remuneration committee, disclose that factand the processes it employs for setting the level andcomposition of remuneration forDirectors and seniorexecutivesandensuringthatsuchremunerationisappropriate and not excessive.		(b)Not applicable.
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 nonexecutive Directors 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 todisclose 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 agreementswith 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 is set out in theRemuneration Report (which forms part of the Directors' Report contained inthe Company's 2018Annual Report).
Recommendation 8.3A listed entity which has an equity-based remuneration schemeshould:(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.	YES	TheCompany's SecuritiesTrading Policycontains a Hedging ProhibitionwhichspecifiesthatKey Management Personnel are notpermitted to enter into anarrangement(whether through the use of derivatives or otherwise) which limitstheir exposuretoeconomic risk of participating in the scheme.