CORPORATE GOVERNANCE STATEMENT 2023
Changing the way the world experiences property
Corporate Governance Statement
Corporate Governance Statement 2023
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:
- we act lawfully, ethically and responsibly;
- we are transparent and accountable to our employees, shareholders, customers, consumers and the wider community; and
- 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 to | bunch who listen, are open with | stand by any decision that's made |
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:
- the actions and conduct of our leaders, who are expected to live and breathe our values;
- our reward and recognition program, the 'Real Deal', which is awarded to individuals and teams who demonstrate our values; and
- 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 2023
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 34 and 35 of our 2023 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 2023 reporting period, being the period from
1 July 2022 to 30 June 2023 (FY23), 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. | ||
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. | |
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Executive | - Evaluating the performance of the Chief Executive Officer and the Executive | |
Leadership Team. | ||
performance and | - | With guidance from the Human Resources (HR) Committee, reviewing and |
succession planning | 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. | |
- | Representing shareholders' interests and building sustainable, long-term | |
shareholder interests | ||
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 Chief Legal Officer & Company Secretary for the full financial year. Ms Kayser's qualifications and experience are set out in the Directors' Report on page 49 of our 2023 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.
The Board is satisfied that this skills matrix demonstrates that the Board has the appropriate mix of skills and experience necessary to discharge its responsibilities, as well as having a proper understanding of, and competence to deal with, current and emerging issues pertinent to the business.
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REA Group Limited published this content on 12 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2023 07:14:07 UTC.