REA : 2021 Corporate Governance Statement

Changing the way the world experiences property

Corporate Governance Statement 2021

Corporate Governance Statement

Corporate Governance Statement 2021

REA GROUP LTD

Good governance matters.

This Corporate Governance Statement (Statement) describes REA Group's approach to corporate governance and highlights our current governance practices and principles.

This Statement acknowledges the 4th edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Corporate Governance Principles). Our Appendix 4G is a checklist which cross-references REA Group's compliance with the ASX Corporate Governance Principles and is available on the Company's website www.rea-group.com/company/investor-centre/asx-announcements/.

Our corporate governance practices are designed to ensure that:

1. we act lawfully, ethically and responsibly;
2. we are transparent and accountable to our employees, shareholders, customers, consumers and the wider community; and
3. the REA Group Board of Directors (Board) receives appropriate and timely information to enable it to fulfil its roles and responsibilities.

We believe this is essential to protect and enhance the long-term performance and sustainability of our company and supports the interests of our shareholders, customers, consumers and the broader community.

1. Governance framework

An overview of our corporate governance framework is set out below.

Our governance framework

Board

Board of Directors

Audit, Risk &	Human Resources
Compliance Committee	Committee

The Board is ultimately responsible for the

performance of REA Group, and for representing

and serving the interests of shareholders.

Management

Chief Executive Officer

Executive Leadership Team

The Board delegates certain responsibilities for the day-to-day management and administration of REA Group to the CEO and the Executive Leadership Team.

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2. Our values

At REA Group, we have a common purpose - to change the way the world experiences property - and we share a common language about who we are and what's important to us; our values.

Our values were developed collaboratively by our people and our leaders and endorsed by the Board. The Executive Leadership Team is responsible for instilling and reinforcing these values across REA Group. Our Values are embedded in many of our people practices such as our performance reviews and our recognition program and are reported on to both our Executive Leadership Team and the Board.

These are our REA Group values; the values we live by.

Re-imagine it	Own it	Inspire it
We're not afraid to try new things	We get it done - creating stuff we	We're thirsty for knowledge - and
or fail fast. We love experimenting.	know our consumers and customers	generous with it too. Which is great,
Innovating. Working away at a great	will love. We're committed to	because everyone at REA Group
idea that will wow our consumers	achieving our goals no matter what	has something to teach, to inspire in
and customers. We're all about	challenges come our way. If there's	others and learn. Likewise, we give
challenging the status quo and	a hurdle, we jump it; if there's a way	and take feedback with an open
taking risks.	through, we'll find it!	heart and an open mind.
And at times, while it may feel	We always seek to do the right	Our curiosity is endless, and every
uncomfortable, we know this is	thing, and if things don't quite go	day we seek out opportunities to
where the magic happens.	to plan, we own it. We review what	grow ourselves and others. We
	happened, learn from it and move	don't do comfort zones.
	on, smarter and better than before.

	.	.
Do it with heart	Keep it real	Do it as one team
People are the heart of REA Group.	We don't expect anyone to fit a	Everything we achieve, we achieve
Every connection with each	certain mould - we accept everyone	as one team. No egos. No heroes.
other, with our customers and our	for who they are, quirks and all.	It's our collective genius that gives
community matters. We care and	We're a down-to-earth bunch who	us our edge and a willingness to
we're not afraid to show it.	listen, are open with each other, and	stand by any decision that's made
	tell it like it is, respectfully.	for the greater good of REA.
	We're not afraid to have a laugh.	Company. Team. Individual.
	We take our work seriously, but
	never ourselves.

The Board and Executive Leadership Team are guided by our values in all their actions and decisions.

All REA Group employees are inducted into our values on joining, and these values are continually reinforced by:

1. the actions and conduct of our leaders who are expected to live and breathe our values;
2. our reward and recognition program, the 'Real Deal', which is awarded to individuals and teams who demonstrate our values; and
3. evaluating every employee's demonstration of our values as part of their annual and half-yearly performance reviews.

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Corporate Governance Statement

Corporate Governance

Statement 2021

3. The Board

The REA Group Board currently comprises eight directors, including seven non-executive directors and one executive director (the Chief Executive Officer, Mr Owen Wilson).

Details on each director, including their length of service, experience and roles on the Board and Committees, can be found on page 28 and 29 of our 2021 Annual Report.

Mr Hamish McLennan is the current Chairman of the Board and is responsible for providing leadership to the Board, ensuring the effective functioning and conduct of the Board, and facilitating Board discussions to ensure core issues facing REA Group are addressed.

4. Roles and responsibilities of the Board

The roles and responsibilities of the Board, and those matters expressly reserved for the Board's determination, are set out in our Board Charter which is available on our Corporate Governance Site.

The key focus areas for the Board in fulfilling its roles and responsibilities for the 2021 reporting period, being the period from 1 July

2020 to 30 June 2021 (FY21), included:

	- Approving REA Group's corporate strategy and performance objectives, which
	are designed to meet stakeholders' needs and manage business risk.
Strategy	- Assessing proposed strategic transactions (including merger & acquisition
	opportunities) and determining whether to pursue those opportunities based on
	factors including strategic fit, forecast performance and acquisition costs.
Culture and values	- Monitoring and assessing REA Group's reputation, culture and values, including
by ensuring the right policies and controls are in place to motivate the Executive
	Leadership Team to promote our values and desired behaviours.
	- Approving initiatives and strategies designed to ensure the continued growth and
	success of REA Group as a whole.
Performance	- Monitoring performance against budgets, financial and non-financial key
performance indicators, strategic plan and risk appetite.
and growth
- Assessing, approving and monitoring the progress of major capital expenditure,
	capital management and acquisitions.
	- Challenging management and holding it to account, where required.
	- With guidance from the Audit, Risk & Compliance (ARC) Committee,
	implementing REA Group's risk framework (for both financial and non-financial
Risk management	risks), including setting risk appetite and systems to ensure risk is appropriately
	identified, evaluated and managed.
	- Managing and responding to the impacts of COVID-19.

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	- Selecting and appointing a new General Counsel & Company Secretary and
	Chief Technology Officer.
Executive	- Evaluating the performance of the Chief Executive Officer and the Executive
performance and	Leadership Team.
succession planning	- With guidance from the Human Resources (HR) Committee, reviewing and
	approving appropriate remuneration policies which are aligned to REA Group's
	values and performance objectives.
Integrity of financial	- With guidance from the ARC Committee, ensuring the quality, accuracy and
integrity of financial reports.
and other external	- With guidance from the ARC Committee, overseeing and reviewing the results,
reports	adequacy and effectiveness of the policies and procedures in place to protect

the integrity of accounting records.

- Reviewing and approving policies and processes to maintain and enhance REA

Governance and	Group's corporate governance practices and standards.
- Representing shareholders' interests and building sustainable, long-term
shareholder interests
shareholder value.
	- Approving interim and full year dividends.

Company Secretary

The Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board and its Committees. All directors have access to the Company Secretary. The formal reporting line of the Company Secretary is through the CEO, however the Company Secretary is also directly accountable to the Chairman of the Board.

The Company Secretary is responsible for the coordination of all Board matters relating to the proper functioning of the Board, including agendas, board papers, minutes, communication with regulatory bodies and all statutory and other filings, as well as assisting the Board and its committees on governance matters.

Erin Thorne acted as Interim Company Secretary of REA Group until November 2020. Tamara Kayser commenced as General Counsel & Company Secretary in November 2020. Ms Thorne's and Ms Kayser's qualifications and experience are set out in the Directors' Report on page 41 of our 2021 Annual Report.

5. Board composition, skills and performance

5.1 Board skills matrix

The Board, with the guidance of the HR Committee, undertakes an annual review of the skills and experience of each director to assess the combined capabilities of the Board. The Board seeks to achieve a mix of skills and diversity that includes international, digital media, corporate management, and operational experience, as well as a deep understanding of the advertising industry and the nature of our customer relationships.

All Board members are expected to maintain the skills required to discharge their respective roles. The Board is kept up to date on topical issues through internal presentations and briefings, visits to REA Group offices and by having the opportunity to meet with directors and senior executives of other leading digital companies.

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