RENT.COM.AU LIMITED — Governance Information 2021

Oct 26, 2021

This Corporate Governance Statement is current as at 30 June 2021 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 2021, 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

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
PrincipleSolidFoundationsOversight1:LayforManagementand
Recommendation 1.1A listed entity should have and disclose a board charter setting out:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	YES	The Company has adopted a Board Charter sets out the specificresponsibilities of the Boardand management and includes a description ofthose matters expressly reserved to theBoard and those delegated tomanagement. The Board Charter also sets out the requirements as to theBoard's composition, the roles and responsibilities of the Chairman andCompany Secretary, the establishment, operation and management of BoardCommittees,Directors' access to Company records and information, detailsof the Board's relationship with management, details of the Board'sperformance review and details of the Board's disclosure policy.A copy of the Company's Board Charter, which is part of theCompany'sCorporate Governance Plan, is available on the Company's website.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election as adirector; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elect orre-elect a director.	YES	(a)The Company has guidelines for the appointment and selection of theBoard in its Corporate Governance Plan. The Company's NominationCommittee Charter(inthe Company's Corporate Governance Plan)requires the Nomination Committeeto ensure appropriate checks(including checks in respect of character, experience, education,criminal record and bankruptcy history (as appropriate)) are undertakenbefore appointing a person orputting forward to security holders acandidate for election, as a Directoror SeniorExecutive.(b)Under the Nomination CommitteeCharter, all material informationrelevant to a decision on whether or not to elect or re-elect a Directormustbe provided to security holders in the Notice of Meeting containingthe resolution 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 thatDirector's or senior executive's appointment.The Company has had written agreements with each of its Directors andsenior executives 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.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the Board, its committees and individualDirectors; 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 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'swebsite.(b)The Company's Corporate Governance Plan requires the Company todisclosewhether or not performance evaluations were conductedduring the relevant reporting period. The Company hascompletedinformal performance evaluations in respect of the Board, its committees(if any) and individual Directors for the past financial year in accordancewith theabove process.
Recommendation 1.7A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executivesat least once everyreporting period; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reporting periodin accordance with that processduring or in respect of thatperiod.	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 pastfinancial year in accordance with the applicable processes.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Principle2:StructuretheBoardAddValueto
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;(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 successionissues and to ensure that the board has the appropriate balanceof skills, knowledge, experience, independence and diversity toenable it to discharge its duties and responsibilities effectively.	YES	(a)The Companyhas a Remuneration & Nomination Committee comprisingthree independent, non-executive directors:•John Wood (Chair)•Phil Warren•Garry Garside•The Remuneration & Nomination Committee met onceduring theyearfollowing the engagement of a remuneration consultant.•The Nomination Committee Charteris available as part of theCorporate Governance Plan on the Company's website.(b)The Company had a Remuneration and Nomination Committee for theentirety of the past financial year.

TH EDITION)RECOMMENDATIONS(4	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)is required 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 hasor is 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 2.3A listed entity should disclose:(a)the names of the Directors considered by the Board to beindependent Directors;(b)if a Directorhas an interest, position, association or relationshipof the type described in Box 2.3 of the ASX CorporateGovernance Principles and Recommendation (4thEdition), 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	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: Dr GarryGarside, Mr Sam McDonagh, Mr Phil WarrenandMr John Wood.Thesefournon-executivedirectors form the Board.(b)All four directors areshareholdersof the Company, however none aresubstantial shareholders and they do not consider their shareholdings willinterfere with theirability 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: Dr GarryGarside, Mr Sam McDonagh, Mr Phil Warren and Mr John Wood.These fournon-executive directors form the entirety of the Board.

RECOMMENDATIONS(4TH EDITION)	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 Boardshould be an independent Directorand should not be the CEO/ManagingDirector.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 directorsand for periodically reviewing whether there is a need for existingdirectors to undertake professional development to maintain theskills and knowledge needed to perform their role as directorseffectively.	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 theirresponsibilities. The Company Secretary is responsible for facilitatinginductions and professional development.
PrincipleInstilofActingLawfully, EthicallyResponsibly3:a Cultureand
Recommendation 3.1A listed entity should articulate and disclose its values.	YES	The Company's values have been articulated and are disclosed athttps://investors.rent.com.au/irm/content/values-and-behaviours.aspx
Recommendation 3.2A listed entity should:(a)have and disclose a code of conduct for its Directors, seniorexecutives and employees; and(b)ensure that the board or a committee of the board is informedof any material breaches of that code.	YES	(a)The Company's Corporate Code of Conduct applies to the Company'sDirectors, senior executives and employees.The Company's CorporateCode of Conduct (which forms part of the Company's CorporateGovernance Plan) is available on the Company's website athttp://investors.rent.com.au/irm/content/governance.aspx(b)There were no material breaches of the code during the financial yearended 30 June 2021.
Recommendation 3.3A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board is informedof any material incidents reported under that policy.	YES	(a)The Company has a WhistleblowerPolicy which is disclosed athttps://investors.rent.com.au/irm/content/values-and-behaviours.aspx(b)There were no material incidents reportedduring the financial year ended30 June 2021.

RECOMMENDATIONS(4TH EDITION)	COMPLY	EXPLANATION
Recommendation 3.4A listed entity should:(a)have and disclose an anti-bribery and corruption policy; and(b)ensure that the board or committee of the board is informed ofany material breaches of that policy.	YES	(a)The Company has an Anti-Bribery and Corruption Policy which isdisclosedathttps://investors.rent.com.au/irm/content/values-andbehaviours.aspx(b)There were no material breaches of that policy during the financial yearended 30 June 2021.
PrincipleSafeguardIntegrityinCorporate4:Reports
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 non-executivedirectors and a majority of whom are independent directors;and(2)is chaired by an independent director, who is not the chair ofthe board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of the members ofthe committee; and(5)in relation to each reporting period, the number of times thecommittee 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 ofthe audit engagement partner.	YES	The Company has an audit committee(Audit & Risk Management Committee).1.The Audit & Risk Management Committee ("ARMC") has threemembers, that are all independent, non-executive directors2.The ARMCis chaired by one of the independent non-executivedirectors (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 ARMCis a Chartered Accountant withmore than 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'squalifications and experience are available in the Company's annualreport.5.The ARMCmet twiceduring the reporting period, with all members inattendance at eachmeeting.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
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, in their opinion, the financial records of theentity have been properly maintained and that the financialstatements comply with the appropriate accounting standards andgive a true and fair view of the financial position and performanceof the entity and that the opinion has been formed on the basis ofa sound system of risk management and internal control which isoperating 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 onthese terms.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 should disclose its process to verify the integrity ofany periodic corporate report it releases to the market that is notaudited or reviewed by an external auditor.	YES	The Companyrequiresthe CEO and CFO to provide a sign off on the quarterlyfinancial reports of the entity. The Company has obtained a sign off on theseterms for each of its financial statements in the past financial year.
PrincipleTimelyDisclosure5:MakeandBalanced
Recommendation 5.1A listed entity shouldhave a written policy for complying with itscontinuous disclosure obligations under Listing Rule3.1.	YES	(a)The Board Charter provides details of the Company's disclosure policy.In addition, the Corporate Governance Plan details the Company'sdisclosure requirements as required by the ASX Listing Rules and otherrelevant legislation.(b)The Corporate Governance Plan, which incorporates the Board Charter,isavailable on the Company websiteat
		https://investors.rent.com.au/irm/content/governance.aspx
Recommendation 5.2A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade.	YES	TheCompany's disclosure policydetailsthe timing and authority to releasematerial market announcements.It is the Company's practice that all material market announcements are firstprovided to the Board before they are released to the market, giving regardto the Listing Rules.

RECOMMENDATIONS(4TH EDITION)	COMPLY	EXPLANATION
Recommendation 5.3A listed entity that gives a new and substantive investor or analystpresentation should release a copy of the presentation materials onthe ASX Market Announcements Platform ahead of thepresentation.	YES	The Company's Corporate Governance Plan details the Company's disclosurerequirements as required by the ASX Listing Rules and other relevantlegislation.The Company has not givenanypresentationswithout first releasinga copyof the presentation materials on the ASX Market Announcements Platformahead of the presentation.
PrincipleRightsofSecurity6:RespecttheHolders
Recommendation 6.1A listed entity should provide information about itself and itsgovernance to investors via its website.Recommendation 6.2A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors.	YESYES	Information about the Company and its governance is available in theCorporate Governance Plan which can be found on the Company's website.The Company has adopted a Shareholder Communications Policy which aimsto promote and facilitate effective two-way communication with investors.The Policy outlines a range of ways in which information is communicated toshareholders and is available on the Company's website as part of the
Recommendation 6.3A listed entity should disclose how it facilitates and encouragesparticipation at meetings of security holders.	YES	Company's Corporate Governance Plan.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 Shareholdersare encouraged to participate at the meeting.
Recommendation 6.4A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than by ashow of hands.	YES	All substantive resolutions at a meeting of security holders are decided by apoll rather than by a show of hands.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Recommendation 6.5A 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 anannouncement ismade by the Company to the ASX, including the release ofthe Annual 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.
PrincipleRecogniseRisk7:andManage
Recommendation 7.1The 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 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 and theindividual attendances of the members at those meetings;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 &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 beindependent 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's Audit & Risk Management Committee oversawriskduring the past financial year.The Audit & Risk Management Committeeis responsible for overseeingthe establishment and implementation of effective risk management andinternal control systems to manage the Company's material businessrisks and for reviewing and monitoring the Company's application ofthose systems.The Company's Corporate Governance Plan includes a Risk ManagementPolicy. This can be viewed on the Company website.Mr Phil Warren, the Chair of the Audit & Risk Management Committee isa Chartered Accountant with more than 20 years' experience as is MrSam McDonagh. Dr Garry Garside has an MBA from UWA and all havesignificant experience at board and management level. Further detailson the Director's qualifications and experience areavailable in theCompany's annual report.The Audit & Risk Management Committee met twiceduring the reportingperiod, with all members in attendance at each meeting.

TH EDITION)RECOMMENDATIONS(4	COMPLY	EXPLANATION
Recommendation 7.2The Board or a committee of the Board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound and thatthe entity is operating with due regard to the risk appetite setby the board; and(b)disclose in relation to each reporting period, whether such areview has taken place.	YES	(a)The Audit &Risk Committee Charter requires that the Audit and RiskCommittee (or, in its absence, the Board) should, at least annually,satisfy itself that the Company's risk management framework continuesto be sound.(b)The Board completeda risk management frameworkreview during theyear ended 30 June 2021. A risk framework review is planned to occurat least annually.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how the function is structuredand 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 &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 pastfinancial year. The Audit &Risk Committee is responsible for ensuringthat sound risk management policies are in place for the Company, andreporting to the Board as appropriate. Management is furtherresponsible for undertaking and assessing risk management andinternal control effectiveness, and the Board assumes the responsibilityto establish and implement effective risk management and internalcontrol processes.
Recommendation 7.4A listed entity should disclose whether it has any material exposureto economic, environmental orsocial 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.

TH EDITION)RECOMMENDATIONS(4		COMPLY	EXPLANATION
PrincipleFairlyResponsibly8:Remunerateand
Recommendation 8.1			(a)The Company's Corporate Governance Plan disclosed on the Company'swebsite contains a Remuneration Committee Charter that provides forthe creation of a Remuneration Committee (if it is considered it willbenefit the Company), with at least three members, a majority of whom
The Board of a listed entity should:		YES
(a)have a remuneration committee which:
(i)	has at least three members, a majority of whom areindependent Directors; and		must be independent Directors, and which must be chairedby anindependent Director.
(ii)	is chaired by an independent Director,		The members of the Committee are Mr John Wood(Chair), Mr Garry
and disclose:			Garsideand Mr Phil Warren, all independent directors.
(iii)	the charter of the committee;		The remuneration committee did not meet during the year.Remunerationmatters were discussed at a whole ofBoard level.
(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 remuneration committee, disclose that factand the processes it employs for setting the level andcomposition of remuneration for Directors and seniorexecutives and ensuring that such remuneration is appropriateand 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 executives.		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 tothe Company as Non-Executive Directorsand may be eligible to be issuedshare options subject to shareholder approval. There are noExecutiveDirectors of the Company. Details of the remuneration of the Directors andother executives is set out in the Remuneration Report (which forms part ofthe Directors' Report contained in the Company's 2021Annual Report).

RECOMMENDATIONS(4TH EDITION)		EXPLANATION
Recommendation 8.3A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted to enterintotransactions (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	The Company's SecuritiesTrading Policycontains a Hedging Prohibitionwhich specifiesthatKey Management Personnel are notpermitted to enterinto an arrangement (whether through the use of derivatives or otherwise)which limitstheir exposuretoeconomic risk of participating in the scheme.