REA Group Limited ACN 068 349 066 Board Charter 1. Objectives The objectives of the Board of Directors ( Board ) of REA Group Ltd ( the Company ) are to: represent and serve the interests of shareholders by overseeing and appraising the Company s strategies, policies and performance; protect and optimise Company performance and build sustainable value for shareholders in accordance with any duties and obligations imposed on the Board by law and the Company s constitution and within a framework of prudent and effective controls that enable risk to be assessed and managed; and set, review and ensure compliance with the Company s values and governance framework, including establishing and observing high ethical standards. 2. Functions and Responsibilities The Board s functions and responsibilities are to: oversee the Company s corporate governance framework; provide input into, and final approval of, corporate strategy and performance objectives and approving operating budgets; set the risk appetite for the Company and review, ratify and monitor systems of risk management and internal control, codes of conduct, ethical standards and legal compliance. This includes reviewing procedures to identify the main risks associated with the Company s businesses and the implementation of appropriate systems to manage these risks; approve, and monitor the progress of, major capital expenditure, capital management and acquisitions and divestitures; approve any dividends and the annual and half year financial and directors reports (including the full year operating and financial review); monitor corporate performance and implementation of strategy and policy; review, and make decisions based on, reports and recommendations from the Audit, Risk and Compliance (ARC) Committee in relation to ensuring the integrity of financial and other reporting, including the internal and external audit function; set and review corporate governance principles and policies, having regard to reports and recommendations from the ARC Committee and Human Resources (HR) Committee, and approve the Company s annual corporate governance statement; approve the sustainability strategy and reporting of social, environmental and ethical impacts of business activities and investments, having regard to reports and recommendations from the ARC Committee and HR Committee; Approved by: REA Group Limited Board Page 1 of 6
3. Composition review, and make decisions based on, reports and recommendations from the HR Committee in relation to the remuneration arrangements of the Chair and non-executive directors, senior executives performance, remuneration arrangements and implementation of strategy; select, appoint, remove and plan the succession of the CEO ( CEO ); and perform such other functions as are prescribed by law or are assigned to the Board from time to time. 3.1 The Board determines the size and composition of the Board, subject to the terms of the Company s constitution and having regard to recommendations from the HR Committee. It is intended that the Board will comprise: a minimum of three independent non-executive directors, nominated by the HR Committee; a maximum of four directors, nominated by News Corp (Australia), as a majority shareholder of REA Group; and the CEO. 3.2 It is the intention of the Board that any casual vacancy which may arise from time to time as a result of the resignation of a director will be filled by the Board as soon as practicable, having regard to the reports and recommendations received from the HRS Committee. 4. Skills and experience 4.1 The Board, together with the HR Committee, will review the skills represented by directors on the Board and determine whether the composition and mix of those skills remain appropriate for the Company s strategy, subject to limits imposed by the constitution and the terms served by existing non-executive directors. 4.2 It is expected that directors collectively possess: an appropriate range of skills, experience, diversity and expertise as determined by the HR Committee; a proper understanding of, and competence to deal with, current and emerging issues of the business; and an ability to read and understand financial statements. 4.3 Each director is expected to exercise independent judgment, rigour and objectivity in performance of their director s duties, and to commit to creating sustainable and long term shareholder value for all shareholders. 4.4 Independent non executive directors will be appointed pursuant to formal letters of appointment setting out the key terms and conditions of the appointment (as Approved by: REA Group Limited Board Page 2 of 6
determined by the HR Committee). 4.5 Directors will be expected to participate in all induction and orientation programs and any continuing education or training arranged for them. 5. Board Committees 5.1 The Board may from time to time establish Board Committees to streamline the discharge of its responsibilities in accordance with the Company s constitution, the Corporations Act and/or the ASX Listing Rules. 5.2 The Board has established the following standing Board Committees: Audit, Risk and Compliance (ARC) Committee: to consider financial reporting, internal audit, risk and compliance management, external auditor appointment and management; and Human Resources (HR) Committee: to consider Board independence, composition, remuneration and performance, CEO & senior executive remuneration and succession planning, oversight of the Company s HR strategy including remuneration framework and oversight of the Company s social, environmental and ethical policies and practices including the Company s diversity policy. 5.3 Each standing Board Committee shall adopt its own Charter, setting out matters relevant to its composition, functions and responsibilities. 5.4 The Board may also delegate specific functions to ad hoc Board Committees on an as needs basis. 5.5 The powers delegated to ad hoc Board Committees will be set out in Board resolutions. 6. The Board and Management 6.1 Directors may delegate their powers as they consider it appropriate. However, ultimate responsibility for strategy and control rests with the Board. 6.2 Management must supply the Board with information in a form, timeframe and quality that will enable the Board to discharge its duties effectively. 6.3 Directors are entitled to request additional information at any time (through the CEO or Company Secretary) when they consider it appropriate. 6.4 Periodically, non-executive directors will meet without the CEO or management present. Approved by: REA Group Limited Board Page 3 of 6
7. Role of the CEO 7.1 The Board has delegated the responsibility for the day to day management and administration of the Company to the CEO. The management function is conducted by, or under the supervision of, the CEO in accordance with such delegations (and by other officers to whom the management function is properly delegated by the CEO ( Management )). 7.2 The Board approves corporate objectives for the CEO to satisfy and, jointly with the CEO, develops the duties and responsibilities of the CEO. 7.3 The CEO is responsible for implementing strategic objectives, plans and budgets approved by the Board with the support of Management. 7.4 The Board, with the assistance of the HR Committee, assesses the CEO s and Management s performance. 8. Role of the Chair 8.1 The Chair of the Board is appointed by the directors. 8.2 The Chair must not also be the CEO of the Company. 8.3 The role and responsibilities of the Chair are to: lead the Board and ensure that the Board functions effectively. This means facilitating open and constructive discussion and relations between Board members, between the Board and Management, and maintaining open and regular dialogue with the CEO; and represent the Company in the wider community, to shareholders and other stakeholders. This includes communicating the Board s position and chairing shareholder meetings. 9. Role of the Company Secretary 9.1 The Board will appoint at least one Company Secretary. 9.2 The Company Secretary is accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board. 9.3 The Company Secretary is responsible for coordination of all Board business, including agendas, Board papers, minutes, communication with regulatory bodies and ASX, and all statutory and other filings. 9.4 All directors will have access to the Company Secretary. Approved by: REA Group Limited Board Page 4 of 6
10. Responsibility of Individual Directors 10.1 Directors are expected to comply with their legal, statutory and equitable duties and obligations when discharging their responsibilities as directors. Broadly these include to: act in good faith and in the best interests of the Company as a whole; act with care and diligence and for proper purpose; avoid conflicts of interest wherever possible; and refrain from making improper use of information gained through the position of director and from taking improper advantage of the position of director. 10.2 Directors are expected to support the letter and spirit of Board decisions. 10.3 Directors will keep Board information, discussions, deliberations and decisions that are not publicly known confidential and will not use information gained through the Board for their personal, or their employer s, interest. 11. Conflicts of Interest 11.1 Directors must: disclose to the Board (through the Company Secretary and/or Chairman) any conflicts of interest which may exist or be thought to exist as soon as they become aware of the issue; take any necessary and reasonable measures to try to resolve the conflict; and comply with the Corporations Act provisions on disclosing interests and restrictions on voting. 11.2 If a conflict of interest situation exists, the conflicted director shall leave the meeting whilst the Board discusses the matter and will not vote on the matter, unless the other directors resolve otherwise. 11.3 Directors are expected to advise the Chairman of any proposed Board or executive appointment to other companies as soon as practicable. 12. Access to Information and Independent Advice 12.1 Directors may access such information and (subject to prior approval as set out below) may seek such independent professional advice as they individually or collectively consider necessary to fulfil their responsibilities and permit independent judgment in decision making. Approved by: REA Group Limited Board Page 5 of 6
12.2 Directors will be entitled to: access members of Management, via the CEO or Company Secretary, at any time to request relevant and additional information or seek explanations; have access to internal and external auditors, without Management present to seek explanations or additional information; and seek independent professional advice with the Chair s prior consent, which will not be unreasonably withheld or delayed, and which will be at the Company s expense. 13. Review of Board Performance 13.1 Performance of the Board is to be reviewed annually by the Chair, in line with the process recommended by the HR Committee. 13.2 The evaluation will: review the Board s role; review Board and Committee processes to support that role; review the Board s performance. 14. Meeting Formalities 14.1 As provided by the Company s constitution, the Board may meet together to attend to business and adjourn and otherwise regulate their meetings as they decide. 14.2 Notice will be given to every member of the Board, of every meeting of the Board. There is no minimum notice period and acknowledgement of receipt of notice by all members is not required before the meeting may be validly held. 14.3 The Board will meet at least five times per year, and otherwise as it considers necessary as convened by the Chair. 15. Charter Review This Board Charter will be reviewed regularly as deemed necessary by the Board. ******* Approved by: REA Group Limited Board Page 6 of 6