REA : 2022 Corporate Governance Statement

Corporate

Corporate Governance Statement

Corporate Governance Statement 2022

Good governance matters.

This Corporate Governance Statement (Statement) describes how REA Group Ltd (the Company) and the entities it controls (together REA Group) approach 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 the Company's compliance with the ASX Corporate Governance Principles and is available on the REA Group website http://www.rea-group.com/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 Company's 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 matters relating to compliance with our values are reported 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're thirsty for knowledge -
or fail fast. We love experimenting.	we know our consumers and	and generous with it too. Which
Innovating. Working away at	customers will love. We're	is great, because everyone at
a great idea that will wow our	committed to achieving our goals	REA Group has something to
consumers and customers. We're	no matter what challenges come	teach, to inspire in others and
all about challenging the status	our way. If there's a hurdle, we	learn. Likewise, we give and take
quo and taking risks.	jump it; if there's a way through,	feedback with an open heart and
And at times, while it may feel	we'll find it!	an open mind.
uncomfortable, we know this is	We always seek to do the right	Our curiosity is endless, and every
where the magic happens.	thing, and if things don't quite go	day we seek out opportunities to
	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	We don't expect anyone to fit	Everything we achieve, we achieve
Group. Every connection with	a certain mould - we accept	as one team. No egos. No heroes.
each other, with our customers	everyone for who they are, quirks	It's our collective genius that gives
and our community matters.	and all. We're a down-to-earth	us our edge and a willingness to
We care and we're not afraid	bunch who listen, are open with	stand by any decision that's made
to show it.	each other, and tell it like it is,	for the greater good of REA.
	respectfully.	Company. Team. Individual.
	We're not afraid to have a laugh.
	We take our work seriously, but
	never ourselves.

The Executive Leadership Team and the Board 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 2022

3. The Board

The Company's 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 2022 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 2022 reporting period, being the period from

1 July 2021 to 30 June 2022 (FY22), included:

	- Approving REA Group's corporate strategy and performance objectives,
Strategy		which are designed to meet stakeholders' needs and manage business risk.
-	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,
Risk management		implementing REA Group's risk framework (for both financial and non-
	financial 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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- Approving an optimized organisation structure to accelerate the delivery of

		our strategy, enhance our ways of working and reduce complexity across
Executive		REA Group.
-	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
reports		results, 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
Governance and		REA Group's corporate governance practices and standards, including
	approving amendments to Board and Committee Charters.
shareholder interests	-	Representing shareholders' interests and building sustainable, long-term
		shareholder value.

- Approving interim and final 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.

Ms Tamara Kayser held the position of General Counsel & Company Secretary for the full financial year. Ms Kayser's qualifications and experience are set out in the Directors' Report on page 41 of our 2022 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.

The skills matrix below provides a summary of the relevant skills possessed by the directors.

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