Helping
households
save money
Annual Report and Accounts 2020
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Moneysupermarket.com Group PLC
Telephone: 01244 665700
Web: http://corporate.moneysupermarket.com
Registered in England No. 6160943
Registered Office: Moneysupermarket House,
St David’s Park, Ewloe, Chester CH5 3UZ
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
We are delivering on our
purpose of helping
households save money
Helping customers take
control of gas and
electricity bills with
Autoswitch
Our people are going
beyond to deliver for
our customers by living
our values
Delivering on
our strategic
plan to expand
our offer
Read more on page 26
Read more on page 48
Read more on page 28
Strategic Report
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36
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2020 Highlights
At a glance
Investment Case
Chair’s Statement
Our response to COVID-19
Q&A with our new CEO
Chief Executive’s Review
Our Market and Trends
Our Business Model
Our Strategy
Strategy in Action
Financial Review
Risk Management
Principal Risks & Uncertainties
Sustainability and Stakeholder
Engagement
Governance
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61
62
64
65
Chair’s Introduction to Governance
Governance at a Glance
Board of Directors
Our Governance Framework
Corporate Governance Statement
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82
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91
Nomination Committee Report
Audit Committee Report
Risk Committee Report
Directors’ Remuneration Report
Financial Statements
112
119
120
121
122
Independent Auditor’s Report
Consolidated Statement of
Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement of
Cash Flows
123 Notes to the Consolidated
Financial Statements
Company Balance Sheet
Statement of Changes
in Equity
147
148
149 Notes to the Company
Financial Statements
General
Shareholder Information
Financial Calendar
153
154
155 Glossary
Governance
Financial Statements
1
Read Highlights on page 3
Strategic Report
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
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2020 Highlights
Creating
value and
making
progress
Strategy evolves, focus on delivery
Revenue by segment
Read more about our
financial performance on
pages 30 to 35
Insurance
£172.9m
2019: £188.4m
Money
£62.8m
2019: £86.0m
Home Services
£68.8m
2019: £68.6m
Other
£40.4m
2019: £45.4m
Financial highlights
Revenue (£)
£344.9m
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Profit before tax (£)
£87.8m
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Adjusted EBITDA1 (£)
Basic earnings per share
£107.8m
12.9p
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Adjusted earnings per share1
Total dividend per share
13.1p
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Operational overview
• Revenue declined 11% in
the year, driven by
exceptional COVID-19
related market conditions
• Adjusted EBITDA fell 24% as
a result of a lower gross
margin rate, primarily due
to lower conversion in
Money
• Continued strong operating
cash generation of £83.9m,
with net cash £23.6m at
year end
• Full year dividend
maintained at 11.71p,
reflecting our confidence in
the business and its cash
profile
• Helped our customers save
an estimated £2.0bn
• Two new energy journeys
launched by
MoneySavingExpert’s
Cheap Energy Club
• New customer dashboard
unveiled by
MoneySuperMarket,
providing additional
relevant content to users
• The Group became Beyond
Carbon Neutral, offsetting
150% of its carbon
emissions
• Moneysupermarket Group
was ranked 17 on the
Inclusive Top 50 UK
Employers list (2019
ranking: 36)
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1 Use of alternative performance measures is
detailed in the Financial Review on page 30
Financial StatementsStrategic ReportGovernance 4
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
5
At a glance
Who we are
Moneysupermarket Group is a
successful business driven by a
clear purpose of helping
households save money
What we do
The Group operates leading UK price comparison sites for Insurance, Money, Home Services and other products. Our purpose is to
save households money on bills by giving them access to free online tools that enable them to switch and buy products. We operate a
marketplace business model, matching consumers to providers in an efficient way for both sides. Consumers can come to a single site,
answer a simple question set and let us do the work of providing them with a wide choice of deals to compare and switch to. For
providers it is a cost-efficient and flexible way to access millions of customers. The sites also include monitoring tools which remind
consumers when their insurances fall due, as well as providing other useful information such as credit scores and MOT reminders.
Our key verticals
Insurance
Money
Households are able to save
money on a number of
different insurance products
including: car, travel, life, home
and pet insurance via
MoneySuperMarket,
MoneySavingExpert and
TravelSupermarket.
2020 started well with
insurance growth in Q1,
driven by strong demand
for travel and life insurance.
COVID-19 restrictions
negatively impacted
performance in the rest of
the year.
Users of MoneySuperMarket
and MoneySavingExpert are
able to compare a wide range
of credit cards, loans, savings,
current accounts and mortgage
products. The sites also
provide users with access to
their credit scores and provide
information on topics such as
mortgage affordability, the
different types of lending, and
household budgeting.
Money revenue was impacted
during the year from tightened
lending criteria by providers
and fewer attractive products.
Home
Services
During 2020, the Group
launched two new journeys
within MoneySavingExpert’s
Cheap Energy Club. As well as
featuring our full energy
provider panel, the journeys
are further differentiated
because they allow users to
specify tailored preferences
beyond just price, e.g. service
rating and green energy.
Year-on-year performance
was flat against high growth
in 2019.
Other
Decision Tech has established
itself in the UK market as a
leading provider of B2B and
B2C home communications
switching services, and B2B
energy switching services.
Decision Tech performed
strongly during the year, driven
by strong demand for
broadband.
As expected, demand and
supply for TravelSupermarket
products were heavily affected
by travel restrictions.
Revenue
Revenue
Revenue
Revenue
£172.9m
(2019: £188.4m)
£62.8m
(2019: £86.0m)
Adjusted EBITDA
contribution1
£98.3m
(2019: £108.7m)
Adjusted EBITDA
contribution1
£36.8m
(2019: £56.3m)
£68.8m
(2019: £68.6m)
Adjusted EBITDA
contribution1
£42.3m
(2019: £42.9m)
£40.4m
(2019: £45.4m)
Adjusted EBITDA
contribution1
£11.9m
(2019: £14.5m)
Group key
statistics
In 2020, Group revenue was
£344.9m with Adjusted EBITDA
of £107.8m and we helped our
customers save £2.0bn.
Delivered through our leading brands
‘Get Money Calm’
MoneySuperMarket is a leading UK price comparison website
that enables consumers to compare and switch Insurance,
Money and Home Services products. Early into the first
national lockdown, MoneySuperMarket introduced the Small
Steps campaign, highlighting simple ways to save, and also
introduced an innovative mortgage holiday calculator.
Active users
11.5m
(2019: 13.1m)
Consumer champion
MoneySavingExpert is one of the UK’s biggest consumer
finance website dedicated to helping consumers save money
on bills and campaigning for financial justice.
MoneySavingExpert has made itself the authoritative voice
on lockdown finance, amplifying its news service and
providing COVID-19 related guidance on key financial issues.
Weekly email
subscribers
7.45m
(2019: 10.05m2)
‘Compare to save money’
TravelSupermarket compares the best travel deals in one
place, including holidays, flights, car hire and hotels. The
TravelSupermarket blog provides tips, tricks and inspiration
as well as guidance on booking a holiday during COVID-19
and how to be a more responsible tourist.
Holiday enquiries
8.33m
(2019: 19.5m)
‘Connecting you with the best products
and services’
Decision Tech is a leading operator of B2B comparison
technology for third party brands, predominantly in the
home communications area. Following its acquisition by the
Group in 2018, this was broadened to incorporate B2B
energy price comparison services. Decision Tech also
operates B2C home communication comparison websites.
No. of visitors to DT’s
price comparison
platform
35m+
(2019: 31m+)
1 Excludes shared costs of £81.5m (2019: £80.9m)
2 The distribution list was reviewed during 2020 and unengaged users were removed from the list
Financial StatementsStrategic ReportGovernance 6
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
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Investment Case
Chair’s Statement
Why invest in
Moneysupermarket Group?
Moneysupermarket Group is a successful digital
marketplace business, driven by a clear purpose
of helping households save money. Our leading
brands play a vital role for consumers and
providers, underpinned by a highly profitable,
asset-light business model
Leading and
trusted brands
Data-driven
marketplace
providing value
to consumers
and providers
Growth from core
and new markets
Efficient capital
allocation and
highly cash
generative
Purpose-driven
organisation
driving societal
benefits
We have a Group
net promoter score
of 72. Within that,
MoneySuperMarket,
one of the UK’s leading
price comparison sites
scores at 69, and
MoneySavingExpert,
one of the UK’s biggest
consumer finance
website, scores at 90.
We offer customers the
tools, services and
products to save money,
with 11.5m
MoneySuperMarket
active users saving an
estimated £2.0bn in
2020. Our success-based
fee revenue model gives
our providers a
cost-efficient way to
access millions of users.
Our financial model is
highly profitable, strongly
cash generative and
capital light. In 2020 we
delivered £83.9m
operating cash flow, paid
£62.8m in dividends and
closed the period with a
£23.6m net cash position.
Prior to COVID-19, we
forecast our core
market to grow at
mid-single digit rates
on average, and we
expect those markets
to resume similar
growth once recovered.
The Group has the
opportunity to gain
market share through
efficient acquisition,
better retention and
cross-sell, and by
expanding our offer
into adjacent markets.
Our purpose is to help
households save money
and all our brands
enable customers to
make significant savings
on their household bills.
MoneySavingExpert is a
consumer champion
that provides valuable
advice to millions of UK
users yearly.
We are a constituent of
the FTSE4Good Index,
and are accredited as
‘Beyond Carbon Neutral’.
The Group has been
recognised at number
17 on the Inclusive Top
50 UK Employer List.
Net promoter score
Providers
Estimated core
market growth p.a.
Operating cash flow
MSCI ESG rating (2019)
72
1,000+
4 - 5%
£83.9m
A
Combining
purpose with
innovation
and inclusion
Robin Freestone
Chair
I wrote last year that one of the reasons
I joined the Moneysupermarket Board in
2015 was its sense of purpose, in helping
households to save money. Given current
events, and with so many households
facing unprecedented financial strain, I am
pleased to report that the Group has again
helped households save £2.0bn in 2020.
COVID-19 and the lockdown measures have
significantly impacted our core markets, but
all of our brands have risen to the challenge,
providing useful advice and savings tips to
millions. During a period of unprecedented
change and uncertainty in people’s personal
finances, MoneySavingExpert users have
turned to us in record numbers to seek
guidance on everything from furlough rights
and travel refunds to payment holidays
and wedding cancellations. We have used
the power of MoneySavingExpert to shape
policy too – through Martin Lewis’ own public
profile of course, but also behind the scenes,
providing insights and recommendations to
Government departments and regulators.
Despite the challenge that remote working
brings, the continuous hard work of our
people, led by our strong management team,
has enabled us to create significant value for
our customers and other stakeholders. The
breadth and diversity of our product range has
underpinned the performance of the Company
this year, allowing us to maintain the dividend
even through the most difficult of times.
In response to the pandemic, a cross-functional
COVID-19 response team was set up to ensure
we kept the business operating effectively
whilst protecting the health and wellbeing of
our employees. The Executive team identified
and considered a range of scenarios arising
from the pandemic and put in place the
appropriate plans to deal with the impact on
the Group, our operations and our employees.
Adjusted EBITDA
£107.8m
Total dividend per share
11.71p
Financial StatementsStrategic ReportGovernance 8
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
9
Chair’s Statement continued
The Board has received regular updates from
the Executive team on our operations, how we
are supporting employees and the community,
and the mitigation of risks to our business.
The Board has considered and monitored the
potential impacts of COVID-19, in particular
upon the Group’s business, financial position
and liquidity. This activity included modelling
severe but plausible, downside scenarios using
stress testing and scenario analysis techniques.
These models showed that, while there would
be a financial impact, none of the scenarios
would result in an impact to the Group’s
expected liquidity, solvency or debt covenants
that could not be addressed by mitigating
actions. As a result we do not consider there
to be a threat to the Group’s long-term
financial resilience. Additional detail can be
found in our viability statement on page 34.
Our role in society
One of my priorities as Chair is to ensure
that the stakeholder voice is heard in
the Boardroom. Our Group strategy is
underpinned by a culture that encourages
our people to consider the impact we
have individually and as a company on
stakeholders. That includes our focus on
employee welfare and mental wellbeing at
work, donating our time and efforts to raise
funds for The Prince’s Trust, and reducing
our carbon footprint in an effort to ensure
a sustainable future for all. Despite remote
working, Board members regularly spend
time talking directly to employees in order to
ensure they remain connected to our people.
Sarah Warby, our Non-Executive Director
Employee Champion, regularly updates the
Board on key topics raised by employees.
Our Board believes that management of
Environmental, Social and Governance matters
must support the Group’s strategy, long-term
performance and the sustainability of the
business. This is why I am delighted to report
that not only did the Group achieve its goal of
becoming carbon-neutral in 2020, we went
one step further and offset an additional 50%
of our carbon emissions to become a ‘Beyond
Carbon Neutral’ company. Whilst the impact
of climate change has limited short-term
effect on our business model and strategy,
the Board recognises that climate change
may present potential risks and opportunities
to our business in the longer term. Further
work is being undertaken during 2021 to fully
understand these risks and opportunities.
More details of this, including our plan to
work towards compliance with the Task Force
on Climate-Related Financial Disclosures,
and our stakeholder engagement more
generally, can be found on pages 42 to 57.
“ Although 2020 has been a tough year, we remain
committed to delivering long-term growth and
leading the way in price comparison
by accelerating our strategy, underpinned by our
inclusive and innovative culture”
The Board
I was pleased to welcome Peter Duffy,
James Bilefield and Supriya Uchil to the
Board, in my second year as Chair. Peter
Duffy joined as Chief Executive Officer in
September 2020, succeeding Mark Lewis who
announced his intention to step down from
the Board in February 2020. Peter joined us
from Just Eat Limited, where he was CEO,
and before that he was Chief Commercial
Officer at easyJet and Marketing Director of
Audi UK. He has an excellent overall track
record, as well as very relevant experience
in driving digital revenues and in all aspects
of marketing. He has held further relevant
roles at Barclays, Yorkshire Bank and TSB,
and I believe he will provide inspirational
and dynamic leadership for the Group.
There have also been some changes to the
Board’s Non-Executive composition during
the year. Supriya Uchil joined in March
2020 and Andrew Fisher resigned from the
Board following the AGM in May 2020. James
Bilefield was appointed as Non-Executive
Director and Chair of the Remuneration
Committee in May 2020 (taking over from
Andrew Fisher). You can read more about
Peter’s background, and about Supriya
and James’s backgrounds on pages 62 and
63. We thank Mark and Andrew for their
valuable contributions and wish them well.
Succession planning has been an area of
focus for the Board in 2020 and this focus
will continue into 2021. As part of this
process, the Nomination Committee will
review the composition and tenure of the
Board, noting that Sally James, our longest
serving Non-Executive Director, will have
served on the Board for nine years in 2022.
Recent governance requirements have
made diversity a focus in every company’s
succession planning. Our Board collectively
possesses a broad range of experience,
skills and knowledge from various
backgrounds which support the strategic
and operational direction of the Group.
I am proud that our Board currently
consists of a majority of female members,
which exceeds the 33% recommended
by the Hampton-Alexander Review.
2020 performance
Our business model proved resilient through
the pandemic and we are confident for the
future. At the same time, COVID-19 has had
a significant impact on our end markets. The
estimated savings customers were able to
generate from our products remained stable
at £2.0bn, with lower volumes being offset
by a high level of savings on car insurance,
but Group revenue decreased by 11% from
£388.4m to £344.9m, adjusted EBITDA fell
by 24% from £141.5m to £107.8m and
profit before tax declined by 24% to £87.8m.
We again generated strong cash flow with
operating cash flow of £83.9m and we
returned £62.8m cash to shareholders in
2020, through our ordinary dividend which
was maintained at 2019 levels. We took
no Government furlough support money
and we did not apply for any other forms
of Government financial assistance.
Read more about our Business Model
on pages 18 and 19
An evolved strategy
We are updating our strategy to evolve with
new leadership. Much of the earlier Reinvent
strategy remains relevant, as we continue to
seek regular, useful engagement with our users
to help retain them and grow our relationships
with them. At the same time we will heighten
our focus on customer acquisition, building
on our existing pay per click (‘PPC’), search
engine optimisation (‘SEO’) and marketing
capabilities, and will continue to expand our
business – for example through B2B offerings
and our pioneering mortgages work. Data will
be at the heart of this evolved strategy, and we
will be reconfiguring and updating elements
of our data infrastructure to support this.
Read more about our Strategy on
pages 20 to 22
Leading innovation
While the year was impacted by COVID-19, our
technology platform, secure infrastructure,
inclusive culture and established working
practices allowed us to continue to innovate,
albeit remotely. Examples of innovation
range from MoneySuperMarket’s mortgage
holiday calculator to a new dashboard, which
presents relevant and timely information
to consumers as well as alerts to drive
engagement. MoneySavingExpert launched
two new energy switching journeys, as well as
a new visual identity for the site, designed to
give a more contemporary and accessible look
while remaining true to MoneySavingExpert’s
authentic, informal style. Decision Tech added
the ability for consumers to understand
whether an engineer visit would be required
for a specific broadband switch – something
of clear importance during lockdown
periods. Further detail on how innovation
supports our strategy can be found in the
CEO’s Review on pages 14 to 15 and Our
Strategy in Action on pages 24 to 29.
Capital allocation
Our strong level of cash generation and robust
balance sheet was a factor in the Board’s
decision to recommend a final dividend of
8.61p per share (2019: 8.61p). We remain
confident of the future prospects of the Group
and recognise the importance placed on the
dividend by our shareholders. If approved
by shareholders at the forthcoming Annual
General Meeting, this will bring the total
dividend for the year to 11.71p (2019: 11.71p)
per ordinary share. The final dividend will be
paid on 20 May 2021 to all shareholders on
the register on 9 April 2021. Details of our
dividend policy can be found on page 59.
In the future, when we have significant
surplus capital and there are no short-term
organic or acquisitive growth opportunities
available, we will again consider returning
these surplus funds to shareholders
through a ‘special distribution’, in accordance
with our capital allocation policy.
Looking ahead
As we progress into 2021, we will continue
to deliver long-term growth and lead the
way in innovative price comparison through
delivering against our new, evolved strategy,
underpinned by our inclusive culture.
Robin Freestone
Chair
17 February 2021
Percentage of employees who rated the Group’s
approach to managing through COVID-19 positively
87%
Going further
to support
our people
As the pandemic took hold, we moved all our
employees to working from home ahead of official
Government guidance. We are particularly proud
of how our employees rose to the challenge,
moving seamlessly to remote working and
continuing to maintain and innovate our services
for our users
As well as increasing the frequency of our
internal communications, we developed
guidance on working remotely, introduced paid
COVID-19 care leave and provided employees
with access to enhanced mental health and
wellbeing support.
Rather than furloughing employees, we
safeguarded jobs and balanced resources by
redeploying 30 employees to different areas of
the Group, offering individuals the chance to learn
new skills and further develop their careers.
Financial StatementsStrategic ReportGovernance
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
11
Our response to COVID-19
Focusing on
customers’
immediate
needs
Our purpose of helping households save
money has never been more relevant than in
2020, when we continued to innovate for our
customers and users with helpful services
and advice during lockdowns and the
broader COVID-19 context.
Car insurance
MoneySuperMarket provided consumers with
key information on how to cut the cost of their
car insurance, including how to register their
vehicle as off the road. The Group’s access to
over 100 car insurance providers meant that
we were able to offer consumers access to
policies priced on mileage driven, instead of a
traditional fixed cost approach.
Travel insurance
MoneySuperMarket implemented a minimum
level of COVID-19 cover where providers
were required to cover emergency medical
and repatriation for COVID-19.
MoneySuperMarket also added functionality
for customers to compare COVID-19 cover.
This led to increased COVID-19 coverage
by providers in response to increased
demand. Across MoneySuperMarket,
MoneySavingExpert and TravelSupermarket,
the Group has taken steps to ensure accurate
messaging for travellers, as the industry has
had to quickly pivot to understand what cover
was available for customers travelling during
lockdowns and Foreign, Commonwealth &
Development Office restrictions.
Home insurance
Early in the first lockdown, additional
guidance on purchasing home insurance was
provided to MoneySuperMarket customers,
including the potential need to purchase
increased accidental damage cover as a
result of increased homeworking and
homeschooling.
TravelSupermarket
TravelSupermarket took steps to ensure
accurate messaging for travellers, providing
advice on quarantine restrictions, quarantine
exempt destinations, and created a new
staycations hub search for those who want to
holiday at home.
Mortgages
MoneySuperMarket and Podium launched a
free mortgage payment holiday calculator to
help borrowers understand how much their
monthly bill would go up after the payment
holiday. The calculator allows customers
considering a mortgage payment holiday to
gain visibility of the impact a holiday would
have on their mortgage repayments in the
future. The calculator then takes customers
directly to their lenders’ mortgage repayment
holiday information to begin an application
process, should they wish to go ahead.
Money
MoneySuperMarket added additional
job-related questions within the Loans
journey and MoneySavingExpert encouraged
users to apply via our eligibility journeys. This
allowed customers to know upfront if they
would be accepted for the products,
providing additional reassurance.
Home Services
Decision Tech expanded the search features
on home broadband to include a filter on
home visits. This allowed customers to know
whether a switch to a new provider could be
done without a home visit, keeping our
customers safer.
MoneySavingExpert’s editorial reach was
further extended with users accessing an
enhanced range of expert content on energy
providers, as well as the launch of the new
Pick Me a Tariff and Autoswitch energy
propositions on Cheap Energy Club. Read
more about this on page 26.
the Competition and Markets Authority
threatened travel companies if they
didn’t start to comply with the law.
Although the pandemic isn’t over, the
Campaigns team has been able to press
play again on some of its long-running
campaigns – so look out for more action
there shortly. 2020 wasn’t the year
anyone was expecting but the MSE
team can genuinely say that they’ve
helped to make a difference for
consumers, and while they will be
working on COVID-19 projects for a
while yet, the team are looking forward
to some different campaigns in the
pipeline too.
The MoneySavingExpert Campaigns team
The MSE Campaigns team fights the
consumer’s corner. Whether that’s
challenging poor communication of the
student finance system, making the case
for fair treatment of mortgage prisoners,
or pushing for improvements to council
tax discounts for people who are severely
mentally impaired; MSE campaigns for
financial justice.
Many of the campaigns are a long time in
the making – even years – because
evidence needs to be gathered, many
discussions need to be had with
policymakers across government and
regulators, and the case often needs to be
put again and again until we make changes
happen so that consumers are better
protected.
As the pandemic sent shock waves
through the economy, the Campaigns
team completely reinvented what it was
doing in order to make sure that it was
doing the most relevant work to protect
consumers. This was especially important
as there was little to no bandwidth in
Government to talk about our other
campaigns, so we needed to refocus.
For the first few months of the pandemic,
the Campaigns team sought out and
collated evidence from thousands of MSE
users through various channels, including
multiple surveys. This data was used to
create a series of approximately 20 insight
reports which detailed how consumers
have been affected financially due to the
pandemic. Several of the reports covered
consumer issues across the breadth of
personal finance issues, but the team also
used the data to create focussed reports,
for example, on the Bounce Back Loans
Scheme. The Campaigns team didn’t do
this alone – they collaborated with other
teams on survey work and then fed
through findings into MSE’s journalism.
Information was shared with key
stakeholders including government,
regulators and Parliament, and intelligence
was also fed into the policymaking process
through consultation responses, attending
ministerial roundtables or other meetings
with civil servants and other stakeholders.
MSE and the think tank Demos also
co-hosted Zoom calls where MPs heard
about the work MSE was doing and could
put their questions to Martin Lewis
directly.
When you are trying to influence public
policy, you don’t always get credited for the
work you have done. But the Campaigns
team has certainly seen several policy
changes happen on problems that it has
directly raised across several government
departments and regulators, such as when
Financial StatementsStrategic ReportGovernance
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13
Q&A with our new CEO
Meet
Peter Duffy,
our new CEO
Appointed in September 2020, we find out how he’s finding
life at the helm, his ambitions and visions for the Group
Q
Q
Q
You’ve joined the Company
at an unprecedented time –
how would you describe the
Group’s response to COVID-19?
Employees have really stepped up to ensure
that we continue to help households save
money. Early into the first lockdown, the
Group pivoted rapidly to provide increased
news content on MSE and simple advice to
customers.
Protecting the health, safety and wellbeing
of our employees is of paramount
importance to the Board. I am proud to say
that the Board and the Executive team have
taken the right steps to do so, whilst
ensuring the continuity of our operations.
What attracted you to
Moneysupermarket Group?
I was and remain excited to have joined
the Group. As a result of everything that
happens at this organisation, via our leading
and trusted brands – MoneySuperMarket,
MoneySavingExpert, TravelSupermarket
and Decision Tech – customers are so
much better off. To be part of that and
to be part of the journey going forward is
incredibly exciting.
I believe that the most important elements
for a company are its people, its purpose
and its culture.
Moneysupermarket Group is strong in all of
these elements and I’m honoured to be part
of that.
Q
First impressions of the Group?
Right from my very first conversations, our
purpose, to help households save money,
was the thing that consistently stood out.
And it stood out, not just as a laudable
aspiration, but because it really felt like it
was lived and breathed, every day, at every
level of the organisation. Like many
companies, we have a highly skilled and
capable workforce, but the thing that fuels
us, that fuels our people is this cause, this
desire to help, to do the right thing for
consumers and users of our sites. I’m so
proud to be part of it.
Views on the Group’s culture?
The customer focussed purpose at
Moneysupermarket Group and the behaviours
underpinning our culture are the key to our
long-term success. Our behaviours – ‘Create
Belonging’, ‘Grow and Develop’ and ‘Innovate to
Deliver’ – are embedded into everything we do
and are critical to our innovative and inclusive
culture.
Q
There has been an increased
focus on diversity and inclusion
in the past year – what is MSMG
doing to ensure it promotes a
culture of inclusion?
I am extremely passionate about this and
am the Executive sponsor for Diversity &
Inclusion. The Group is committed to being
a company where everyone belongs, where
there are no barriers to performance, and
differences between employees are seen as
a source of strength.
The Group was recently ranked 17th on this
year’s Inclusive Top 50 UK Employers
demonstrating the incredible work done to
date, especially by our amazing Employee
Resource Groups.
However, we recognise that there is always
room for improvement. In 2020 we signed
up to the Race at Work Charter to demonstrate
our commitment to creating a skilled and
inclusive workforce today and for the future.
Q
What differentiates the Group
from other price comparison
providers?
We have a range of propositions to engage
consumers:
• MoneySuperMarket: a leading price
comparison website, offering a curated
range of opportunities for customers to
save, through an advertising led model;
• MoneySavingExpert: a publishing led,
whole of market offer. MSE is based on
independent editorial advice and is a rich
research tool for customers wishing to
understand financial issues and
opportunities and is the most
recommended financial brand in the UK;
• We have our B2B model, delivered
through Decision Tech which provides
aggregation services to customers
through other brands; and
• TravelSupermarket, our travel focussed
business offering a broad range of travel
services, but with a particular strength in
package holiday aggregation.
The final point of difference is the breadth of
our product offering. We have so many
different opportunities for customers to save
money across our well-developed (and still
developing) portfolio of products.
Q
What are your priorities for 2021?
There’s a lot we are doing, there’s a lot we
can do. Externally we face some headwinds
but also some opportunities, both from the
changes to regulation and the competitive
shifts in the industry.
2021 will see further work to deliver on our
evolving strategy, with key focus on data,
acquisition efficiency, retaining our
customers and increasing cross-sell
opportunities, and broadening our
existing offering.
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15
Chief Executive’s Review
Going further
with
confidence
Overview
I am honoured to have been appointed as
Chief Executive Officer of Moneysupermarket
Group, especially at such an extraordinary
time. The speed and scale of the impact of
COVID-19 on businesses and the economy
are unprecedented and the long-term
consequences are not yet known. The
pandemic has underscored our purpose of
helping households save money and I am
pleased to report that we have helped
consumers to save £2.0bn this year,
especially when so many households are
facing unprecedented financial strain.
The Group traded profitably through 2020,
with our technology platform, secure
infrastructure and cash generative business
model enabling us to respond well to the
COVID-19 challenges. I am proud of how our
employees rose to the challenge, quickly
adopting remote working and then
continuing to innovate for users throughout
the year. We helped providers deal with
issues caused by COVID-19, for example
‘triaging’ traffic in certain products to ease call
centre pressure, and amending our question
sets to help decision making. Helpful product
innovation included a mortgage holiday
calculator, a filter to exclude broadband
switches that required a home visit, and
frequently updated guides on the latest travel
guidance.
MoneySavingExpert became the authoritative
voice on lockdown finance, attracting over
24m visits in 2020, and it continues to have
an outstanding net promoter score. During
the year we rationalised our weekly ‘Tip’ email
to 7.45m engaged subscribers, but still saw
significantly increased volumes of email
Estimated customer savings across the
Moneysupermarket Group
£2.0bn
Revenue per active user
£16.19
opens and clicks. We also updated the site’s
visual identity and introduced a clearer, more
intuitive taxonomy and layout. We launched
two new journeys within MSE’s Cheap Energy
Club: with ‘Pick Me a Tariff’ a customer
decides what preferences matter most to
them and we display tariffs based on that,
while with Autoswitch, a customer decides
their preferences and signs up to a simple,
repeat switch every year based on those
preferences. 60k users have signed up to
Autoswitch and a further 70k have switched
via ‘Pick Me A Tariff’. Both new journeys have
improved conversion compared with the
standard energy comparison journey, and
users that have set preferences are showing
greater engagement with subsequent
reminder and monitoring emails. Based on
further testing with users since launch, we
will be rebranding Autoswitch to ‘Pick Me A
Tariff every year’.
MoneySuperMarket saw 11.5m active
customers in 2020 – a lower figure than
usual, due primarily to the significant
reduction in the normally high-volume travel
insurance market. We still helped consumers
save £2.0bn on their household bills and we
continued to scale our profitable monitoring
tools, which now have 2m users. The new
MoneySuperMarket dashboard, launched as
a prototype in December, combines
monitoring information, recent enquiries,
links to relevant articles and prompts for
users to save in further channels. It presents
this via an engaging user interface, with
dynamic promotion of content based on
what know of the user.
Decision Tech continued its strong B2C and
B2B growth. The number of live B2B energy
partners rose from 6 to 23 in 2020, including
comparison sites and fintechs such as Snoop,
Revolut and Zopa. Our mortgages joint
venture with Podium also progressed in what
was a difficult year for the remortgage market
due to tightened lending criteria. We became
the first price comparison website to launch
a mortgage ‘decision in principle’ offering in
February, launching with Nationwide, and
launched a further, similar product in
November with Santander. We added five
Product Transfer options, allowing customers
to easily remortgage to a new deal with their
current provider – taking our total now to
seven.
“Our business model has proved resilient, generating
good cash flow throughout the crisis and giving us
confidence for the future”
Profit before tax and adjusted EBITDA
declined by 27% and 24% respectively,
reflecting the exceptional COVID-19 related
market conditions. Lower conversion in the
Money vertical continued putting pressure on
our gross margin. The Group saw continued
strong cash conversion of £83.9m operating
cash with net cash at £23.6m at year end.
We enjoy leading positions in growing
markets with significant headroom and our
brands are firmly trusted by our customers,
as demonstrated by our strong net promoter
score of 72.
An updated, evolved strategy
We are evolving our strategy, with emphasis
on attracting users more efficiently; on
providing an easier and more engaging
experience for users so they return more
frequently and switch more products; and
on broadening our offer either organically or
through M&A.
Stronger execution against this strategy is
needed to deliver the full potential of the
Group. We have begun to make changes
to drive greater accountability and faster
decision-making. Improving our data
infrastructure and capabilities will also drive
long-term advantage, and we are making
good, early progress in this area.
Read more about our strategy on
page 20
People and culture
Since joining the Group in September, I have
had the pleasure of meeting many of our
employees both digitally and physically, albeit
socially distanced. I’m consistently impressed
by their passion and their commitment to
our purpose.
Continuing to embed our innovative and
inclusive culture in the business remains
a key priority as we seek to drive innovation
for our users. We also strive to create an
inclusive environment, championed very
effectively by several of our Employee
Resource Groups. I wish to thank them,
as well as employees throughout the
business, who have embraced moving
our culture forward.
We are proud to have been recognised as
the #2 ranking company in the Hamilton-
Alexander report for gender neutrality at
board levels, and to have recently been voted
#17 in the top 50 most inclusive companies
in the UK. Our commitment to the Race At
Work Charter demonstrates our continued
focus in this area as we strive to create an
inclusive and skilled workforce today and for
the future.
Sustainability
We were proud to move ‘Beyond Carbon
Neutral’ in 2020, offsetting 150% of our
carbon footprint, and we continue consider
environmental and sustainability issues in
all aspects of our operations and business
activities. Our partnership with the
Prince’s Trust is ongoing and we successfully
attained our fund raising target of £100,000
in the year. We also continue to support
local charities, including local food banks
and our Ewloe catering team delivered an
average of 750 meals a week to individuals
impacted by COVID-19. Throughout 2020,
MoneySavingExpert continued to donate
to the MSE Charity, which gives grants of up
to £7,500 to UK not-for-profit grassroots
groups that provide education, information
and support to help people manage their
money better.
Read more about Sustainability on
pages 46 to 57
Outlook
In ongoing uncertain times for UK consumers
and their finances, we are well-positioned to
fulfil our purpose of helping households save
money. Our market-leading brands, the
diversity of our trading categories and
increased levels of innovation set the Group
up to once again deliver successful returns
for customers, providers and investors in
2021, as we evolve with our strategy and
continue to move price comparison forward.
Peter Duffy
Chief Executive Officer
17 February 2021
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Our Market and Trends
Trends in our chosen markets
We have a diverse mix of growth opportunities
Price Comparison
(Overall market)
Trends
Impact
Opportunities
Brands affected
Trends
Impact
Opportunities
Brands affected
COVID-19
The COVID-19 pandemic has
impacted several of our core channels
on the demand and supply sides of
our marketplace business, as detailed
in our trading commentary
Regulatory focus
Greater focus from governmental and
regulatory bodies on empowering
customers
There is uncertainty as to the timing
and pace of recovery, especially for
credit and travel products
Regulation will become an
increasingly important feature of the
price comparison sector
Continued shift to mobile
Consumers are increasingly accessing
price comparison services on mobile
devices
Mobile conversion rates are typically
lower than rates achieved using
desktop across most industries
(beyond just price comparison sites)
In an economically uncertain environment, our
purpose to save households money remains more
relevant than ever. The Group benefits from strong
brands and high levels of cash conversion, so we are
well positioned to weather this period and deliver
future growth
Regulation empowering customers to save money is
fully aligned with both our purpose of helping
households save money and our strategy. Easier
opportunities for switching, e.g. the regulatory
change around faster energy switching will
encourage greater engagement by our customers
and drive site visits
The growth in mobile apps presents an opportunity
for the Group to attract direct, low-cost, repeat traffic
– as we do today through the MoneySuperMarket
app. It also allows us to expand our offer by reaching
further users, for example those using new fintech
apps, via Decision Tech’s B2B services
Insurance
Trends
FCA General Insurance Pricing
Market Study
In September 2020 the FCA published
proposals to address concerns about
general insurance pricing. The key
proposal is a pricing remedy that “firms
cannot charge renewing customers
more than new customers in future”
for car and home insurance. This is
intended to stop the practice of
‘price-walking’ whereby loyal customers
experience higher premiums year
after year
The FCA also announced other
measures designed to improve
competition including stopping
auto-renewal being used as a barrier
to switching (across all general
insurance channels, not just car
and home) and stronger supervisory
tools to ensure insurers manage
pricing fairly
Car insurance premiums
Average car insurance premiums
were expected to grow in 2020,
having remained stable year-on-year
driven by the adjustment of the
Ogden rate and increasing claims
inflation. However the pandemic has
deferred this inflation as claim rates
fell with fewer cars on the road
Impact
Opportunities
Brands affected
The proposal to make it easier for consumers to opt
out of policy auto-renewal is welcome. This is an
existing customer pain-point that can lead to them
paying higher costs – and is a barrier to switching
The consultation for the proposals
(which we participated in) concluded
in January 2021 and the FCA has said
they will revert with updated
proposals in Q2 2021. At this point it
remains unclear what the outcome
will be and how insurers will respond.
However, the proposed ban on price
walking may remove introductory
insurance discounts and increase
prices for regular switchers. This will
in turn reduce one of the triggers for
switching and the use of price
comparison sites, although many
other triggers, such as a car
purchase, accident or penalty, will
remain
Any car insurance deflation may
reduce the propensity for
consumers to switch their insurance
to get a better deal
As a leading price comparison site,
MoneySuperMarket is well placed to help
consumers seeking to lower their insurance
premiums and switch to a better deal
Travel insurance
The ongoing travel restrictions and
lower consumer confidence has
decreased the overall demand for
travel and therefore the demand for
travel insurance
The recovery in the travel market will
depend on when restrictions are
lifted and consumer confidence
returns
Money
Consumer market
As a result of the pandemic, providers
have tightened their lending criteria
and reduced the number of
promotional banking products,
although consumer demand for these
products has been resilient
The recovery in the banking and
borrowing market will depend on
when provider appetite to extend
credit and grow their deposits
return. This will be driven by the
health of the broader macro
environment
Our broad provider panel means we are well placed
to find the most suitable policy for travellers
The Group’s strength in identifying money-saving
ideas and monitoring our customers’ credit files will
benefit consumers seeking services that help to
improve their credit ratings and eligibility
Home Services
Energy price cap
The price cap introduced by Ofgem in
January 2019 fell in October 2020
amidst a backdrop of rising wholesale
prices. However this trend is expected
to reverse as a result of the recent
price cap increase announced in early
2021
Travel
Package holidays
COVID-19 related travel restrictions
were in place for much of 2020, this
significantly reduced consumer
demand for package holidays
Towards the end of 2020 energy
savings levels were near their lowest
levels since the price cap was
introduced, however savings are
expected to rise as a result of the
price cap increase in 2021
The introduction of the price cap
increased consumer awareness of
the costs of energy and the benefits
of switching their energy provider,
however its impact is likely to abate
over time
The Group is well placed to help consumers seeking
to reduce their energy costs and switch their energy
provider. Our new monitoring products will alert
customers if further savings can be made
MoneySavingExpert’s strong editorial content drives
user engagement and strong retention rates. The
launch of Pick Me a Tariff and Autoswitch will also
make it easier for consumers to compare, switch and
save on a regular basis
The recovery in the travel market will
depend on when restrictions are
lifted and when consumer
confidence returns
TravelSupermarket continues to focus on building
leading comparison services to help consumers find
the best deal for their holiday
Financial StatementsStrategic ReportGovernance 18
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Our Business Model
Helping
households
save money
How we create value
Technology
Our offer is underpinned by our scalable
and flexible technology platform
We provide
products and services
to help customers make
meaningful savings
across their household
finances
Relationships
Our strong relationships with our
providers allow us to offer exclusive and
market-leading deals
We expand into new
markets and additional
services
People
Our talented people ensure we provide
customers with the best experience
Leading brands
We operate well-known brands which
are trusted by our customers
Award-winning marketing
We invest in marketing to attract
customers and providers to our sites
We generate
insights from
customers and
providers to optimise
our propositions and
identify growth
opportunities
Providers pay us
revenue when
products are
purchased
We attract customers
and providers to our
easy-to-use app and
websites
Our monitoring
propositions alert
customers when
savings can be made
and encourage repeat
visits to our sites
Risk management framework
The Group operates in an increasingly complex business environment and there
are risks to the delivery of our strategic goals and the sustainability of our
business model. We have identified the key risks through our risk management
framework, and we have considered them as part of our viability assessment.
The risk management framework also provides the tools to manage and
continually review our risks and seeks to drive accountability and the insight
required for the Board to monitor our risk management system. This also allows
management and the Board to adapt the strategy to ensure that we are not
taking unnecessary risks and that the underlying risks in the strategy are being
appropriately mitigated, therefore enabling delivery of the strategy
How we share value
with our stakeholders
How we maximise value
Our customers
Savings through readily
accessible, personalised
information
Our providers
Cost-effective customer
acquisition via access to
millions of informed customers
In 2020 our customers are estimated
to have saved
£2.0bn
Provider satisfaction
77.8%
Clear strategy
Read more on page 20
Robust risk management
Read more on page 36
Our people
A great place to work, and
rewarding and stimulating
career paths
Employee commitment score
70%
Innovative and inclusive
culture
Read more on page 48
Our communities
Positive impact through work
experience, charitable
donations and volunteering
Our shareholders
A track record of progressive
dividends
Donated to charitable causes in 2020
Responsible approach
£169k
Read more on page 46
Cash return to shareholders in 2020
Sound governance
£62.8m
Read more on page 60
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
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Our Strategy
Helping
households
save money
Strong differentiated model
Our business fundamentals remain strong and differentiated. In
addition to leading brands with strong net promoter scores, we
combine high margins and strong cash flows with an asset-light
approach. We benefit from an efficient mix of marketing, publishing
and B2B business models to attract a variety of users. Our
proprietary comparison technologies provide flexibility as well as a
high barrier to competitive entry.
For further information on our business model see pages 18 to 19.
Growing markets
With some of our markets heavily suppressed by COVID-19 in
2020, we anticipate good growth to follow when these markets
recover. Once stabilised, we expect the price comparison
market to resume growth at or around mid-single digits.
We already help customers save money across a broad set of
channels. Nevertheless, we continue to believe there are
opportunities to unlock further growth, for example through our
B2B proposition or by making it easier for users to save in
developing categories such as mortgages.
Culture
Our strategy is underpinned by our strong company culture.
Our inclusive and innovative culture allows us to drive
innovation for our users and deliver our strategy.
We are evolving our strategy, building on Reinvent
but with emphasis on three pillars and the enabling
work to deliver these:
1. Efficient acquisition
2. Retain and grow
3. Expand our offer
Supporting infrastructure and capabilities
These objectives are supported by a common platform that is highly
scalable – additional revenue brings only a low marginal cost.
Data is key to delivering our strategy. In 2021 we are modernising our
data infrastructure and related capabilities. This will shorten and
simplify internal processes, as well as deliver significant benefits to
our users.
Among other things, this will allow us to capture more customer
journey data, to use customer data to surface the right ‘next best
action’ for them, and to streamline their subsequent enquiries.
Already in 2021 we have started transitioning to Google Cloud
Platform as our primary data lake and implementing Braze CRM to
drive more efficient, coordinated and focused marketing campaigns.
In addition, we have recently completed the acquisition of CYTI, our
partner for our life, pet and travel insurance journeys. The acquisition
gives us direct control of those journeys and the associated
consumer data. Relative to peers we operate more of our channels
directly and see this as an ongoing competitive advantage.
Structure and ways of working
We have made several structural changes to boost accountability,
clarify decision-making and accelerate delivery. A single General
Manager now heads each of our verticals with ownership of the
relevant commercial, product and tech resource and priorities. Within
Home Services we have recently brought MSM, MSE and DT’s B2C
brands under common management, at the same time bringing
some of DT’s product expertise and ways of working into the heart of
the Group. Finally, we have added senior data representation to both
the company and the leadership team.
Helping households save money
Efficient
acquisition
Retain
and grow
Expand
our offer
• Best-in-class digital efficiency
• Effective marketing
• Seamless, shorter journeys
• Engaged relationships – helpful
prompts and reminders
• Targeted, relevant cross-sell
• Further channels
• Wider audiences
• More products on more brands
Advanced data capabilities • Common technology • Scalable platforms
Efficient acquisition
We will attract consumers to our sites in
the most cost-effective way. This means
optimising our approach to paid search,
to SEO, and to above-the-line marketing
spend.
We can deliver efficiencies in our PPC
bidding through better use of data and a
more sophisticated bidding platform.
SEO drives substantial volumes of free
search traffic to our site. We are
accelerating changes to our content
management platform. The updated
platform will also help us deploy new
content faster onto the site.
Retain and grow
We will improve customer retention,
cross-sell and engagement. This means
continuing to develop our products to
help customers monitor their bills, to
remind them of policy end and other key
dates, and to more generally engage
them to find other ways to save. We will
also continue to simplify and shorten
journeys for returning users.
This will result in significant
improvements to the logged-in
dashboard experience, and to our ‘next
best action’ suggestions to customers.
Supporting infrastructure
Expand our offer
We will continue to broaden our offering
whether that is by channel, end market
or distribution route.
In the immediate term this means
continuing to drive the good B2B growth
of Decision Tech. Expanding our offer
also encompasses our work to drive the
digitisation of mortgages via our joint
venture with Podium.
Read Strategy in Action on page 24
Read Strategy in Action on page 26
Read Strategy in Action on page 28
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
23
Efficient
acquisition
Retain and
grow
Expand our
offer
Our Strategy continued
Progress against our strategic priorities
Strategic Initiatives What we have done in 2020
Our Future
Brand
• Continued brand
development for
MoneySuperMarket
including launch of
channel-specific
campaigns for car
insurance and energy
• Ongoing focus on Search
Engine Optimisation to
drive high-margin traffic
• Significant enhancement
of our pay-per-click
bidding capabilities
• MoneySavingExpert
became the authoritative
voice on lockdown finance
during COVID-19 providing
relevant guidance on key
financial issues
• We refreshed
MoneySavingExpert’s
visual identity and
updated the ‘Tip’
• MoneySuperMarket
launched a TV advert and
multi-media campaign
introducing the Money
Calm Bull campaign,
building on the 2019
rebrand to ‘Get Money
Calm’
• MoneySavingExpert’s
•
•
Energy Autoswitch and
Pick Me A Tariff services
launched
Further rollout of our
successful MSM
monitoring propositions,
with over 2m household
bills now monitored
• MSM’s Credit Monitor
merged into the main
MSM app
• Refresh of logged-in MSM
dashboard providing past
searches and consolidated
reminders
• Rapid growth in energy
•
switching services, now up
to 23 partner businesses
Launch of free mortgage
holiday calculator in
response to introduction
of mortgage holidays –
adopted by major lenders
• Via our partnership with
Podium, first decision-in-
principle service launched
with Nationwide; second
with Santander
• 5 new product transfer
connections (remortgage
with existing provider)
Further development and
rollout of monitoring
products
• Continued optimisation of
consumer journeys with
external data and
personal data pre-
population
Launch of tariff expiry
reminders in further
channels
•
•
•
Focus on attracting
additional B2B energy
partners
Further eligibility
enhancements to the
mortgage journey and on
deeper lender
integrations
• Transition to Google
Cloud Platform to
consolidate data and
enable greater analytical
processing
Introduction of Braze
CRM to enhance
customer
communications through
email and app
notifications
•
• Transforming our data
analytics to enhance our
“next-best action”
recommendations
Supporting
infrastructure
• Continued migration of
data centres
• Update to underlying
foundation of core landing
pages
• Transition of customer
enquiry journeys to more
modularised code base
Principal Risks and
Uncertainties
• Competitive
environment and
consumer demands
• Brand strength and
reputation
• Business
transformation
• Economic conditions
• Regulation
Read more about
our Principal Risks
and Uncertainties
on pages 40 to 41
• Brand strength and
reputation
• Data processing and
protection
• Data security and
cyber risk
• Business
transformation
• Relevance to partners
• Economic conditions
• Regulation
Read more about
our Principal Risks
and Uncertainties
on pages 40 to 41
• Competitive
environment and
consumer demands
• Business
transformation
• Relevance to partners
• Regulation
Read more about
our Principal Risks
and Uncertainties
on pages 40 to 41
• Business
transformation
• Data processing and
protection
• Data security and
cyber risk
• Regulation
Read more about
our Principal Risks
and Uncertainties
on pages 40 to 41
Financial StatementsStrategic ReportGovernance
24
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
25
Strategy in Action
Helping
households to
Get Money Calm
MoneySuperMarket made good
progress during the year to
meaningfully deliver ‘Get Money
Calm’, whilst quickly responding to
changing customer needs in light of
the pandemic. Initiatives included the
‘Cutting Prices’ car campaign and a
pivot to ‘Small Steps’ in the early days
of lockdown.
In June 2020, MoneySuperMarket
launched a TV advert and multi-media
campaign introducing the Money Calm
Bull. The campaign built on the 2019
rebrand, which highlighted the feeling
of calm you can get from knowing your
bills are under control with
MoneySuperMarket.
The advert is the fourth of the ‘Get
Money Calm’ series, which pledges to
customers that MoneySuperMarket
will help people experience more
financial peace of mind. The spot
opens with the Money Calm Bull
walking very calmly through a china
shop, followed by a number of
escalating, anxiety-inducing scenarios,
from a chaotic kids’ birthday party and
an army boot camp, to a fishing
trawler in a storm. The advert
culminates in the Money Calm Bull
serenely riding an asteroid heading for
Earth.
Financial StatementsStrategic ReportGovernance 26 Moneysupermarket.com Group PLC Annual Report and Accounts 2020
27
Strategy in Action
Helping
households
cause an energy
revolution
“It’s about switching people to their personal top pick,
and by doing it from the whole of the market, it means
the results will likely be far cheaper too”
Martin Lewis, MSE Founder
In 2020 MoneySavingExpert launched
two new energy switching services
within MSE Cheap Energy Club: ‘Pick
Me A Tariff’ and ‘Autoswitch’.
Pick Me A Tariff employs a set of
weighted preferences to help users
choose the tariff most suited to their
individual needs. With Autoswitch a
user sets their preferences in the
same way and signs up to a simple,
repeat switch every year based on
these preferences.
While autoswitching itself isn’t new,
this innovative use of preferences
differentiates MoneySavingExpert’s
service from other services.
Customers struggle to trade off price
against service levels, reputation and
green credentials when choosing an
energy provider, and the Pick Me a
Tariff preferences help them with this
difficult step. It is popular with
providers too, as it allows them to
compete on more dimensions than
just price.
Both new journeys have resulted in
improved conversion compared with
the standard journey and users that
have set preferences are showing
greater engagement with subsequent
reminders and monitoring emails.
How do they work?
Step 1:
Tell MSE about your energy bills
Tell MSE your current energy provider,
usage, where you live, how you pay
and whether you’re on a dual-fuel or
electricity-only tariff.
Step 2:
Pick your preferences
You are given 21 ‘preference points’ that
you simply allocate across six different
categories, giving the tariff features that
are most important to you the most
points. The categories are price,
customer service, green energy, fixed
rate, a well-known supplier and no early
exit fees.
Step 3:
It then picks your top tariff from the
whole of the market
MSE takes your preferences and uses
an algorithm to select your winner
from the whole of the market –
including providers it doesn’t work
with or can’t switch you to. It also
shows you the next two closest
matches based on your preferences.
Step 4:
On the anniversary of your switch, MSE
emails you with your next tariff
When it’s time to switch again (either
after a year, or later if you’re on a longer
fixed deal), MSE will contact you with the
new top tariff based on your preferences.
All you have to do is click to confirm
you’re happy and your details haven’t
changed, and you will be switched to the
new provider.
Financial StatementsStrategic ReportGovernance 28 Moneysupermarket.com Group PLC Annual Report and Accounts 2020
29
Strategy in Action
The UK’s first real-
time decision in
principle via a
price comparison
website
How does it work?
Remortgaging customers coming to
MoneySuperMarket will be given the
option to ‘Get a Decision’ for
Nationwide products as a new call to
action from the rates table. Customers
who select this are then screened with
a few high-level questions to ensure
they can use the DIP process.
They then answer questions around
income, dependants and property
which are submitted to the
Nationwide API. We then receive an
‘Approved’, ‘Refer’ (which is effectively
a maybe), or a ‘Decline’ decision.
Those customers who are approved
can then go on to complete a full
mortgage application. Those who are
Refer or Decline are sent through to
our broker partners for expert
mortgage advice.
A first for Mortgages...
MoneySuperMarket, via our joint
venture with Podium, has launched
the UK’s first real-time decision in
principle via a price comparison
website. This service is with
Nationwide and went live in early
2020.
This service is initially focussed on
re-mortgage customers and is a major
step forward in digitising the
mortgage experience for our users.
Rather than clicking onto a broker or
provider site, customers can now
reach the decision in principle stage
entirely on our site.
What is a decision in principle?
A decision in principle (‘DIP’) is a
confirmation from the lender that they
will most likely be able to lend to a
user. The user will then go on to do a
full mortgage application. If you’ve
been trying to purchase a property
recently, your estate agent may have
asked if you have DIP to confirm
you’re able to get a mortgage before
making an offer.
Financial StatementsStrategic ReportGovernance
30
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
31
Financial Review
“We have continued to delivered significant
profit and strong cash flows, despite the
challenging market dynamics brought about
by COVID-19”
Scilla Grimble
Chief Financial Officer
Group revenue decreased 11% to £344.9m
(2019: £388.4m), with profit after tax declining
27% to £69.3m (2019: £94.9m). When
reviewing performance, the Board reviews
several adjusted measures, including adjusted
EBITDA which decreased 24% to £107.8m
(2019: £141.5m) and adjusted EPS which
decreased 28% to 13.1p (2019: 18.2p), as
shown in the table below.
Extract from the Consolidated Statement
of Comprehensive Income
for the year ended 31 December
2020
£m
2019
£m
Growth
%
Revenue
Cost of sales
Gross profit
Operating costs
Operating profit
Amortisation and
depreciation
EBITDA
344.9
(115.4)
229.5
(142.5)
388.4
(122.0)
266.4
(148.1)
87.0
118.3
20.8
20.9
107.8
139.2
Reconciliation to adjusted EBITDA:
(11)
(5)
(14)
(4)
(26)
(0)
(23)
107.8
139.2
(23)
EBITDA
Strategy review and
associated
reorganisation
costs
Adjusted EBITDA (1)
107.8
141.5
–
2.3
n.m
(24)
Adjusted earnings
per share(2):
– basic (p)
– diluted (p)
13.1
13.1
18.2
18.2
(28)
(28)
(1) A reconciliation to profit before tax is included within note 5
(2) A reconciliation to adjusted EPS is included within note 10
Revenue
for the year ended 31 December
Insurance
Money
Home Services
Other
Total
2020
£m
2019
£m
Growth
%
172.9
62.8
68.8
40.4
344.9
188.4
86.0
68.6
45.4
388.4
(8)
(27)
0
(11)
(11)
The impact of COVID-19 on both the consumer
and provider side of our business caused the
reduction in revenue on 2019. Excluding travel
channels (TSM and travel insurance), Group
revenue fell 4% year on year.
Performance in the early months of the year
was good as Money returned to growth and the
prospect of the pandemic drove strong demand
for travel and life insurance (Insurance revenue
was +8% in Q1). However revenue declined in the Insurance,
Money and Other verticals from Q2 onwards as the impact of
the pandemic hit.
Insurance
Insurance was impacted by travel restrictions (materially
reducing travel insurance revenue from Q2 onwards), the
temporary closure of the housing market (home-moving being a
trigger for both home and life insurance switching) and,
particularly during the Q2 lockdown, a slowdown in car
insurance.
During the first lockdown in Spring, the sharp reduction in car
purchases and less mileage driven (meaning fewer accidents)
reduced two major triggers for car insurance switching. Home
and life insurance switching also suffered, given the effective
closure of the housing market.
As lockdown measures eased in Q3, car switching volumes
across the market improved, driven by pent-up demand, before
moderating in Q4 (which included a second, lighter lockdown).
Life and home insurance remained in year-on-year decline for
most of the year.
The travel restrictions in place for most of the year meant that
demand for travel insurance was extremely low. Excluding travel
insurance, Insurance revenue would have been broadly flat on
2019.
Money
Money revenue fell 27%. The start of the year saw a return to
revenue growth in both borrowing and banking products before
a material decline in performance driven by COVID-19. An initial
drop in consumer demand for credit products soon reversed,
but significant supply issues remained as providers tightened
their lending criteria and consumers saw fewer attractive search
results as a result. This impacted conversion and therefore
reduced gross margin rate.
Towards the end of the year we saw a modest recovery in
conversion as lending criteria loosened marginally.
Banking suffered from poor product availability for most of the
year.
Home Services
Home Services revenue was stable year on year, following very
strong growth (+39%) in 2019. The first half of the year saw
strong performance, as our ability to secure compelling offers
and the attractive customer savings levels in the energy market
were amplified by MSE’s editorial focus. In the second half
growth slowed as the level of savings available to customers fell,
and energy market switching levels reduced. The lower savings
available were caused by the energy price cap reduction which,
combined with a rise in wholesale prices, meant fewer attractive
tariffs were available from providers.
Home Comms performed well throughout the year, contributing
almost 25% of revenue in Home Services, and seeing double-
digit growth each quarter. Broadband was a significant driver of
this, aided by consumer demand during lockdown and strong
offers from providers.
Other
Within Other, Decision Tech’s B2B business performed well,
maintaining its good momentum with continued innovation in
customer journeys. The B2C businesses also grew strongly. As
mentioned, demand and supply for TSM were heavily affected by
travel restrictions, leading to negligible revenue for most of the
year.
Gross profit
Gross margin fell from 68.6% to 66.5% in 2020.
Approximately two thirds of this decline was due to the poorer
conversion in Money that began in Q2 and continued for the
rest of the year. The rest of the decline was mainly due to
volatility in SEO positions for key insurance terms, with SEO
positions in H1 weaker on average than in H1 2019. This means
a lower proportion of customers came to us via natural search,
leading to a fall in gross margin.
Gross margin benefited from the decline in travel insurance, a
lower margin channel, but this was broadly offset by growth at
Decision Tech, with B2B margins being structurally lower than
the B2C margins of the rest of the Group. We continued to see a
shift to mobile devices, where margins are lower than on
desktop, with 57.4% of MSM visits coming from a mobile device
(2019:53.6%). In 2020 however, we saw a significant decline in
tablet mix, resulting in a shift towards (higher-margin) desktop.
This shift broadly offset the 2020 impact from increased mobile
mix.
Operating costs
for the year ended 31 December
Distribution expenses
Administrative expenses
Operating costs
Within administration expenses
Amortisation of software
Amortisation of acquisition
related intangible assets
Depreciation
2020
£m
34.3
108.2
142.5
2019
£m
29.9
118.2
148.1
13.9
14.0
2.4
4.5
2.4
4.5
Growth
%
15
(8)
(4)
(1)
0
0
Our planned £5m increase in brand marketing spend drove the
increase in distribution expenses for the year.
Administrative expenses decreased by £10m driven primarily by
materially lower incentive accruals, as well as tighter control of
discretionary spend in response to COVID-19.
We anticipate that incentive costs will return in 2021. Overall, we
expect operating costs (excluding depreciation and amortisation)
to be slightly ahead of 2019 levels.
Financial StatementsStrategic ReportGovernance 32
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
33
Financial Review continued
Adjusting items1
for the year ended 31 December
2020
£m
2019
£m
Growth
%
Amortisation of acquisition
related intangible assets
Change in fair value of financial
instrument
Strategy review and associated
reorganisation costs
Total
2.4
(3.5)
–
(1.1)
2.4
–
2.3
4.7
0
n.m
n.m
n.m
Revenue per active
user:
The revenue for the core seven
MoneySuperMarket channels divided by the
number of active users for the last 12 months.
Marketing margin:
The inverse relationship between revenue and
total marketing spend represented as a
percentage. Total marketing spend includes the
direct cost of sales plus distribution expenses.
The significant travel restrictions, the tightening of lending
criteria for credit products, and other COVID-19 issues affected
several KPIs in 2020.
The acquisitions of MSE in 2012 and Decision Tech in 2018 gave
rise to intangible assets (excluding goodwill) of £12.9m and
£8.7m respectively. These are each being amortised over a
period of 3-10 years with a total charge of £2.4m (2019: £2.4m).
Despite this, we estimate MoneySuperMarket customers again
saved £2.0bn in 2020. The lower volumes in credit cards and
travel insurance from Q2 onwards were offset by higher savings
levels in car insurance, and in energy during the first half.
The change in fair value of financial instruments relates to a gain
recognised on a call option to acquire the remaining share
capital of CYTI, an existing technology partner for life, pet and
travel insurance in which we already held a 28% investment at
year end. Given the non-underlying nature and size of this gain,
this has been treated as an adjusting item. More information on
the CYTI investment is detailed below.
Prior year adjusting items included £2.3m of strategy related
costs associated with the strategy review and reorganisation,
including the Manchester relocation.
Key performance indicators
The Board reviews key performance indicators (KPIs) to assess
the performance of the business against the Group’s strategy.
We measure five key strategic KPIs: estimated customer savings,
net promoter score, active users, revenue per active user and
marketing margin.
31 December
2020
31 December
2019
Estimated customer savings
Net promoter score1
Active users
Revenue per active user
Marketing margin
£2.0bn
72
11.5m
£16.19
57%
£2.0bn
74
13.1m
£16.40
61%
Estimated customer
savings:
This is calculated by multiplying sales volume
against the average saving per product for core
channels, the balance of the calculation is a
company estimation.
Net promoter score:
Active users:
The 12 monthly rolling average NPS (1 Jan 2020
– 31 Dec 2020 inclusive) measured by YouGov
Brand Index service Recommend Score weighted
by revenue for MoneySuperMarket and
MoneySavingExpert to create a Group-wide NPS.
1Note that prior to 2020, TravelSupermarket was
included within this KPI and thus the 2019 figure
has been restated.
The number of unique accounts running
enquiries in our core seven channels for
MoneySuperMarket (car insurance, home
insurance, life insurance, travel insurance, credit
cards, loans and energy) in the last 12-month
period.
Group NPS remained healthy at 72, with the decline of two
points late in the year reflecting a trend experienced across our
peer group. This strong score demonstrates that trust and
satisfaction in our brands remains high, especially with MSE.
Travel insurance is a high-volume channel but, in comparison
with other channels, has a lower revenue per policy for the
Group and lower savings levels for consumers, given the
relatively low cost of the product. The reduction in travel
insurance volumes was the main reason why our active users,
which peaked in Q1, closed the year significantly lower than
2019.
Revenue per active user continued to grow until the end of Q1
before falling sharply in Q2 and ending the year at £16.19. This
was primarily due to a reduction in conversion in cards and
loans, partially offset by improved conversion in car insurance.
The marketing margin reduction reflects the £5m increase in
above the line marketing spend and the dynamics described
under gross profit on page 31.
Alternative performance measures
We use a number of alternative (non-Generally Accepted
Accounting Practice (“non-GAAP”)) financial measures which are
not defined within IFRS. The Board reviews adjusted EBITDA and
adjusted EPS alongside GAAP measures when reviewing the
performance of the Group. Executive management bonus
targets include an adjusted EBITDA measure and the long-term
incentive plans include an adjusted basic EPS measure.
The adjustments are separately disclosed and are usually items
that are non-underlying to trading activities and that are
significant in size. Alternative performance measures used within
these statements are accompanied with a reference to the
relevant GAAP measure and the adjustments made. These
measures should be considered alongside the IFRS measures.
1 Amortisation of acquisition related intangible assets and the change in fair value
of financial instrument are not included in EBITDA and therefore are only
adjusting items in the adjusted EPS calculation. In 2019, strategy review and
associated reorganisation costs were included in EBITDA and so were adjusting
items in the adjusted EBITDA and adjusted EPS calculations
Dividends
The Board has recommended a final dividend of 8.61 pence per
share (2019: 8.61p), making the proposed full year dividend
11.71 pence per share (2019: 11.71p). This reflects the ongoing
strong cash generation of the business, strong balance sheet
and the Board’s confidence in the future prospects of the Group.
In December, the Group extended the duration of its revolving
credit facility (“RCF”), replacing one lender and slightly reducing
the committed funds to £90m. The facility now matures in
September 2023. The Group also has an accordion option to
apply for up to £100m of additional funds during the term of the
RCF. At 31 December 2020, the RCF was undrawn.
The final dividend will be paid on 20 May 2021 to shareholders
on the register on 9 April 2021, subject to approval by
shareholders at the Annual General Meeting to be held on
13 May 2021.
Tax
The effective tax rate of 21.1% (2019: 18.2%) is above the UK
standard rate of 19.0% (2019: 19.0%). This is due to a charge
arising from the revaluation of deferred tax liabilities following
the Government announcement that the standard rate of
corporation tax will no longer fall to 17% in the future. The
Group expects the underlying effective rate to continue to
approximate to the standard rate of corporation tax.
Earnings per share
Basic reported earnings per share for the year ended
31 December 2020 was 12.9p (2019: 17.7p). Adjusted basic
earnings per ordinary share decreased 28% to 13.1p per share.
This represents a larger decrease than at EBITDA level, due
primarily to depreciation and amortisation charges remaining
broadly flat year on year.
The adjusted earnings per ordinary share is based on profit
before tax before the adjusting items detailed above. A tax rate
of 19.0% (2019: 19.0%) is applied to calculate adjusted profit
after tax.
Cash flow and balance sheet
The Group generated robust operating cash flows of £83.9m
(2019: £113.7m) and finished the year with a net cash position of
£23.6m (2019: £24.2m).
Working capital remained flat as both receivables and payables
remained at similar levels to 2019. Whilst trade receivables fell in
line with revenue, prepayments increased as the Group renewed
certain key technology infrastructure contracts, prepaying for
several years.
In terms of creditors, c.£8m of VAT payments were deferred into
2021 as the Group fell under the Government’s automatic VAT
payment deferral scheme. This was offset by a significant
decrease in other payables due to the lack of incentive accrual at
year end.
In the year there was also a one-off change to HMRC’s
corporation tax payment schedule, which resulted in corporation
tax payments being £6.1m higher than our income statement
charge. The Group also repaid £4.0m of loan notes which were
part of the deferred consideration on acquisition of Decision
Tech. At 31 December 2020, £0.8m of this deferred
consideration remained outstanding and is due to be settled
during 2021.
Capital expenditure
During the year, we invested £1.3m refurbishing our Ewloe site
creating a modern workplace for employees based there. All
offices within our estate are now either recently refurbished or
relatively recently opened, following the Spinningfields,
Manchester office opening in 2019.
Our technology capital expenditure continued to fall in 2020 to
£9.2m (2019: £10.6m), due to the continuing shift towards
operating expenditure. In 2021, we expect technology capex to
be in the region of £10m and the technology amortisation
charge to be in the region of £15m.
The amortisation charge for 2021 will include accelerated
amortisation of a number of data infrastructure assets. This is
due to a transition to Google Cloud Platform in 2021 as part of
the change to our data strategy announced today to make data
more accessible and allow faster, more efficient and insightful
analysis and decision making.
CYTI investment
In March 2020, the Group acquired a 28% shareholding in CYTI
(for £2.8m) and took a call option to purchase the remainder of
the business. The investment forged closer links with an
important partner in our travel, life and pet insurance channels
and gave the Group the option for more control over these key
channels. In January 2021, the Group acquired the remaining
share capital of CYTI for a cash amount of £1.4m (see note 14
and 28).
The COVID-19 travel restrictions materially impacted CYTI’s
financial results in 2020. Our option to acquire the business was
based on a fixed multiple of profit after tax for the trailing twelve
months before acquisition. This meant that at 31 December
2020 the option strike price was advantageous compared to the
longer term valuation of CYTI, assuming the travel sector and
therefore the profits of CYTI recover from the effects of the
pandemic. This resulted in the call option having a value of
£3.5m at year end which has been recognised as a derivative
financial asset and a fair value gain on financial instrument was
credited to the income statement.
FCA General Insurance review
The FCA is due to publish its policy statement on General
Insurance pricing during Q2 2021.
We are supportive of the intent behind the reforms, which aligns
to our purpose of helping households save money, and have
engaged with the FCA to shape the detail of the reforms. The
FCA proposed that the window for implementation would be
four months after its financial statement is published, although
we understand there will be consistent market feedback that a
longer implementation period would be advisable.
Financial StatementsStrategic ReportGovernance
34
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
35
Financial Review continued
We particularly welcome the FCA proposal to make it easier for
consumers to opt out of policy auto-renewal across general
insurance. This a consumer pain-point that can lead to them paying
higher costs – and is a barrier to switching. The proposals to end
‘price walking’ within car and home insurance are likely to dampen
switching levels in the medium to long term, which could mean
customers find themselves on sub-optimal policies as their needs
evolve. ‘Price walking’ is just one of several triggers for consumers to
compare and switch policies. Other triggers include insurer-led
changes (e.g. risk re-pricing, market premium inflation), direct risk
changes (e.g. new car, accident), extrinsic risk changes (e.g. house
move, neighbourhood flooding) and other reasons (e.g. poor service
or ingrained price comparison behaviours).
Going concern
Having reassessed the emerging and principal risks, the Directors
are satisfied that the Parent Company and its group have
sufficient resources, liquidity and available bank facilities (set out
in note 21 of the financial statements) to continue in operation
for a period of in excess of 12 months from the date of this
Report. Accordingly, the Directors continue to adopt the going
concern basis in preparing the financial statements.
The Directors have prepared the Consolidated Financial
Statements on a going concern basis for the following reasons.
The Group is profitable, cash generative and has no external debt
other than the revolving credit facility, ‘RCF’, (£nil drawn as at
31 December 2020 and £nil drawn post year end, out of the
£90m available). The operations of the business have been
impacted by COVID-19 and whilst revenue and profit are lower
than for the same period in 2019, the Group remains profitable,
cash generative and compliant with the covenants of the RCF.
The Directors have prepared cash flow forecasts for the Group for a
period in excess of 12 months from the date of approval of the
Consolidated Financial Statements and have also considered the
impact of COVID-19 upon the Group’s business, financial position,
and liquidity in severe, but plausible, downside scenarios, using stress
testing and scenario modelling techniques. The scenarios modelled
take into account the impacts of COVID-19 and include a base
scenario derived from the Group’s latest forecasts. The severe, but
plausible, downside scenarios modelled, under a detailed exercise
at a channel level, included minimal revenue recovery over the
period of the cash flow forecasts, while conservatively assuming no
operational cost mitigation actions are taken to reduce the cost base
where reduced revenues are forecast. The impact these scenarios
have on the financial resources, including the extent of utilisation
of the available RCF and impact on covenant calculations has been
modelled. The Directors also considered possible mitigating
circumstances and actions in the event of such scenarios occurring,
including the availability of the Group’s banking facilities, reduction in
the ordinary dividend payment, removal of future special dividends/
share buybacks or the slowdown of capital expenditure.
The scenarios tested showed that the Group will be able to
operate at adequate levels of liquidity for a period in excess of the
next 12 months from the date of signing the financial statements.
The Directors, therefore, consider that the Group has adequate
resources to continue in operational existence for a period in
excess of 12 months from the date of approval of the financial
statements and have prepared them on a going concern basis.
Scilla Grimble
Chief Financial Officer
17 February 2021
Viability statement
As required by Provision 31 of the 2018 UK Corporate
Governance Code, the Directors have assessed the prospects
of the Group over a three-year period to December 2023. In
making this assessment the Directors took account of the
Business Model and Principal Risks set out on pages 18 to 19
and 40 to 41 of the Strategic Report.
Business model
The Group has a simple business model – matching customers
to the right providers. It uses online services to help customers
to compare a wide range of products in one place and make
an informed choice when taking out the product most suited
to their needs.
For our providers, it offers an efficient and cost-effective way to
reach a large volume of informed customers who are actively
looking for a product. For the majority of our services, we
receive a success-based marketing fee from the providers. This
business model operates along the following principles:
•
the Group relies on customer transactions for its revenues
and does not have long-term contracted revenue streams;
the Group makes money when its customers find the
product they want, switch to it, and save themselves money;
customers will continue to see value in shopping around for
products and services and will aim to save money by doing
so; and
•
•
• providers will have strategies of new customer acquisition
and develop products and services to fulfil that strategy.
The Group’s strategic priorities are: leading trusted brands;
leading provider offer; customer experience optimisation; and
new market growth including making price comparison more
personalised and proactive; extending price comparison to
new platforms; and enhancing mortgage price comparison.
The Strategic Report sets out the Group’s performance on the
main KPIs which the Board monitored for the year ended
31 December 2020. The Board monitors and reviews progress
against three time horizons: quarterly to review and reforecast
performance against the Annual Plan and Budget; annually to
establish a clear Annual Plan and Budget that will deliver
against the Strategic Plan; and a three-year Strategic Plan
reassessed annually, to determine the strategy of the Group.
The Board noted the commentaries issued by the Financial
Reporting Council suggesting that viability statements should
be extended beyond a period of three years however, due to
the nature of our economic, technological and regulatory
environment, the Board did not consider it appropriate to alter
its current time frame due to the following reasons:
•
the expected life cycle of the Group’s technology is three
years and this reflects the frequent changes in the way that
consumers choose to use technology;
it is difficult to forecast revenues and costs beyond three
years given that the Group’s revenues and costs are not
materially covered by long-term contracts; and
•
• within three years costs could be substantially restructured
to compensate for a major fall in revenues.
As such, the Board proposes to keep the time frame as
three years rather than extending beyond this.
Risk management
As part of the review of the strategic priorities, the Board
identified the Group’s emerging and principal risks around
delivering these priorities which represent a risk or
combination of risks in severe, but plausible, downside
scenarios that can seriously affect the future prospects or
reputation of the Group through threatening its business
model, future performance, solvency or liquidity. These
include changes in competitive environment and consumer
demands, brand strength and reputation, data processing
and protection, data security and cyber, business
transformation and relevance to partners. In addition, the
Directors believe that the Group faces risks around
regulation, government policy and economic conditions
(including the impact of the COVID-19) especially as that
may influence the availability of attractive products for
customers. The changes in the emerging and principal risks
are outlined on page 40 to 41.
We have prepared cash flow forecasts for the Group for the
period covered by the viability assessment and have
considered the impact of COVID-19 upon the Group’s
business, financial position, and liquidity in severe, but
plausible, downside scenarios, using stress testing and
scenario analysis techniques. The scenarios modelled take
into account the impacts of COVID-19 and include a base
scenario derived from the Group’s latest forecasts. The
severe, but plausible, downside scenarios modelled, under a
detailed exercise at a channel level, included minimal
revenue recovery for the period of the cash flow forecasts,
while conservatively assuming no operational cost
mitigation actions are taken to reduce the cost base where
reduced revenues are forecast. The impact these scenarios
have on the financial resources, including the extent of
utilisation of the available RCF and impact on covenant
calculations has been modelled.
The risks described above were assessed in a range of
scenarios, encompassing:
Scenario modelled
Principal risks covered
Macroeconomic downturn –
the financial impact of
COVID-19
• Economic conditions
• Competitive environment
and consumer demands
Regulatory changes – the
financial impact of regulatory
changes causing adverse
market conditions
Significant data breach – the
financial impact of fines was
considered along with the
associated reputational
damage
• Regulation
• Economic conditions
• Data processing and
protection
• Data security and cyber
• Regulation
The results of the above scenario modelling showed that
no individual event or severe, but plausible combination of
events would have a financial impact sufficient to endanger
the viability of the Group in the period assessed. We have
assessed that the Group would be able to withstand the
impact of such scenarios occurring over
the assessment period.
The assessment consisted of scenario (stress) modelling
including one combined scenario for the three scenarios
identified. This stress test involved estimating the impact on
revenues, adjusted EBITDA and net cash, together with
reverse stress testing to identify the theoretical sensitivity
that the Group could absorb. The Directors also considered
possible mitigating circumstances and actions in the event
of such scenarios occurring, including the availability of the
Group’s banking facilities, reduction in the ordinary dividend
payment, removal of future special dividends/share
buybacks or the slowdown of capital expenditure.
The Board manages risks across the Group through a
formal risk identification and management framework,
designed to ensure that risks are properly identified,
prioritised, evaluated and mitigated to the extent possible.
Key aspects of this framework include:
• a Risk Appetite Statement expressing the amount and
type of risk the Board is willing to accept to achieve
its strategic objectives;
regular assessments of current and emerging risks
being faced by the Group including internal control
effectiveness and mitigating actions;
risk metrics and thresholds which are monitored as
potential indicators of risk;
•
scenario planning based on the Principal Risks; and
• oversight from the Risk and Compliance and Internal
•
•
Audit functions.
Viability assessment
In making its assessment of viability, the Board has considered
the resilience of the Group using scenario modelling techniques
based on the emerging and principal risks to test the Group’s
planned earnings, cash flows and viability over the three-year
period along with the mitigating actions described above. Using
its judgement on the likelihood of the emerging and principal
risks and the probability of them being interrelated, the Board
assessed the risks separately and in certain combinations of
stressed scenarios. In arriving at its conclusion, the Board is
making the assumption that the key aspects of customer and
provider behaviour set out above which underpin the business
model will continue. It is also assuming that customers and
providers will continue to want to transact online.
Based on the Group’s current position and the emerging
and principal risks, together with the results of this robust
assessment and the Group’s ongoing risk management
processes, the Directors have an expectation that the
Group will be able to continue in operation and meet its
liabilities as they fall due over the three-year period of their
assessment.
Financial StatementsStrategic ReportGovernance 36
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
37
Risk Management
Risk
management
approach
Effective risk management is vital in enabling the
Group to achieve its strategic objectives and to
secure the business for the long term, whilst
ensuring the desired outcomes for consumers.
The Group’s risk management framework, alongside
its governance structure and system of internal
control, gives the Board assurance that risks are
being appropriately identified and managed, in line
with its risk appetite
Governance and oversight
A governance and oversight structure is in place, with
clearly defined lines of responsibility, accountability and
delegation of authority.
The Board is ultimately responsible for the overall
effectiveness of risk management across the business,
supported by the Risk Committee. The Board delegates
day-to-day responsibility to executive management. Executive
management owns the Group risks, is responsible for
ensuring that the business effectively manages risk and takes
appropriate and timely action where issues are identified.
The Risk Committee oversees executive management on
behalf of the Board in the management of risks.
Horizon scanning is undertaken by the legal, risk and
compliance teams in order to keep abreast of potential
emerging risks. The Risk Committee’s agenda retains
flexibility in order to discuss the mitigation of emerging
risks as they are identified.
The Board has carried out a robust assessment of the
emerging and Principal Risks facing the Group, including
those that would threaten its business model, future
performance, solvency or liquidity. Our Principal Risks
and uncertainties are outlined on pages 40 and 41, along
with a description of how they are being managed.
Risk management
governance and oversight
• Framework, policy and procedures
• Roles and responsibilities
• Appetite and tolerance
• Risk registers and risk assessment
Risk management culture
• Values, behaviours and
communication
• Training, education and awareness
• Embedding in decision-making
• Continuous improvement
•
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Risk
Management
Process
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Role
Board
Risk Committee
Management
(1st Line of Defence)
Risk & Compliance
(2nd Line of Defence)
Internal Audit
(3rd Line of Defence)
Responsibilities
• Approval of Risk Appetite Framework and Statement for the Group.
• Carry out an assessment (at least annually) of Principal Risks and effectiveness of risk management and
internal control policies, and report to shareholders on such matters.
• Assessment of the effectiveness of Risk Appetite Framework and system of internal control.
• Advise the Board on Risk Appetite Framework and Statement for the Group.
• Review and oversight of key risk themes.
• Assessment of identification and measurement of risks.
• Oversight of executive management in management of risks.
• Ensure risk management is an integral part of implementing the business strategy.
• Operate the business within set risk appetite and tolerances.
• Responsibility for managing risks and implementing effective controls.
•
Implement appropriate processes to identify and evaluate risks.
• Monitor against Risk Appetite Framework and Statement and assess internal control effectiveness and
management actions.
• Develop and implement risk management policies and tools, and lead communication and training.
• Monitor and update the key risk themes.
• Co-ordinate appropriate and timely delivery of risk management information to executive management
and the Risk Committee.
• Advise and challenge management on risk management and internal control processes.
• Monitor effectiveness of risk management processes.
• Perform tests of internal controls effectiveness.
•
•
Identify and agree corrective actions with management.
Liaise with Risk & Compliance function, including in relation to mapping of assurance activities to the
Group’s significant risks.
• Report to the Audit Committee.
Financial StatementsStrategic ReportGovernance
38
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
39
Risk Management continued
The Board performs an annual assessment of the risk
management and internal control framework, covering
financial, operational and compliance controls including the:
• assessment of the risk management framework for
identifying and monitoring risks, with consideration of
the integration with strategic and business planning
processes. This is supported by independent reporting
on risk management and internal controls by the Internal
Audit function or independent third parties, including the
external auditor;
• assessment of the extent, frequency and quality of risk
•
•
management and internal control reporting;
review of the resolution of issues arising from internal
control failings or weaknesses; and
review of the effectiveness of the financial reporting
processes.
The Audit Committee makes a recommendation to the
Board on internal control effectiveness which the Board
considers, together with reports from the Risk Committee, in
forming its own view on the effectiveness of risk
management and internal control systems.
Risk management framework
During 2020, we have monitored the risks associated with
the Group’s current and future strategic priorities, overseen
the Group’s response to COVID-19 and the move to
homeworking and strengthened the embedding of data
security and cyber and data protection processes and
controls risks. We have also updated our risk management
framework to reflect regulatory developments such as the
Senior Managers & Certification Regime.
Risk appetite
‘Risk appetite’ defines the level and type of risk the Group is
able and willing to accept in order to achieve its strategic
objectives. The Group’s risk appetite influences the Group’s
culture and operating decisions, and is reflected in the way
risk is managed. The Group Risk Appetite Statement is
reviewed at least annually, in line with the strategic direction
of the Group, recent experience and the regulatory
environment, and is subject to Board approval.
There are certain risk areas where we have a very low or no
appetite such as complying with applicable laws, including
applicable regulatory requirements. This means that we take
actions to avoid or eliminate this risk as far as possible. In
other areas, such as strategy, we recognise the importance
of managed risk-taking in order to achieve business
objectives and goals.
Risk identification and assessment
The Group adopts formal risk identification and
management processes which are designed to ensure that
risks are properly identified and evaluated, in line with risk
appetite. The identification of significant risks is informed
using a bottom-up and top-down approach with each
business area identifying new risks as well as reassessing
those already being monitored. To aid in the identification of
risks and development of associated mitigating actions, risks
are categorised into strategic, financial and operational/
conduct risks. Our regular and ongoing risk oversight
culminates in a robust risk and control assessment at year
end across all areas of the business, in order to understand
the strength and performance of the controls in place, and
potential gaps and weaknesses.
Management reporting
Timely and accurate management information is provided to
the right people to support management decisions and
manage risk effectively within the Group.
Reporting enables management: to have clear visibility of
the most relevant risks; to identify areas of concern and/or
priority; to have access to detailed information to enable
root cause analysis and identification of underlying trends;
and to identify, escalate and potentially mitigate the impact
of new operational risk concerns in a timely manner.
Should risk exposures be identified as being outside the
Group’s risk appetite, this is escalated and reported to the
Risk Committee, alongside clear action plans to bring the risk
within tolerance, with appropriate timescales. The type and
extent of any mitigating actions will be determined by the
level and nature of the risk and the Group’s risk appetite.
Our Principal Risks (as at 31 December 2020)
Outlined here are the Group’s most significant risks that
may affect our future. We assess the probability of the risk
materialising and the impact of the risk on a residual basis
(taking into account the benefit of mitigating controls).
Future developments
We will continue to ensure that risk management is part of
everyday business decision-making and is understood by
our wider business. We will continue to develop our
management information in the light of our strategic
initiatives and ensure that specialist risk knowledge is readily
available to each of our brands to enable them to take and
be fully accountable for risk-based decisions, whilst
providing an effective level of risk and compliance oversight
for the Group.
We will continue to enhance our risk management
framework in specific areas of focus, including cyber risks
and operation resilience, as well as enabling the
identification and mitigation of emerging risks.
The risks and opportunities presented by climate change will
also be an area of focus for 2021. Whilst the impact of
climate change has limited short-term effect on our
business model and strategy, an assessment of how climate
change may present potential risks and opportunities to our
business in the medium to longer term will be undertaken,
with a view to embedding climate change risk management
within our existing risk management framework.
Our Principal Risks (as at 31 December 2020)
Outlined here are the Group’s most significant risks that may affect our future. We assess the probability of the risk materialising
and the impact of the risk on a residual basis (taking into account the benefit of mitigating controls).
t
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S
2
5
4
8
6
7
3
Probability
1
8
7
6
5
4
3
2
1
1 Competitive environment and
consumer demands
2 Brand strength and reputation
3 Data processing and protection
4 Data security and cyber
5 Business transformation
6 Relevance to partners
7
Economic conditions
8 Regulation
A C
A B
B C
B C
A B C
B C
A B C
A B C
Strategic Priorities:
A
B
C
Efficient
acquisition
Retain
and grow
Expand
our offer
Financial StatementsStrategic ReportGovernance
40
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
41
Principal Risks & Uncertainties
The table below summarises the Board’s view of the material strategic, financial
and operational/conduct risks to the Group and how the Group seeks to mitigate them.
Risk area
and trend
Description
Risk
type
Strategic
priority Mitigating activities
Risk area
and trend
Description
Risk
type
Strategic
priority Mitigating activities
Competitive
environment
and consumer
demands
SR
The Group operates in
a dynamic and highly
competitive
marketplace with new
competitors entering
the market. We must
continually innovate to
keep ahead of
competitors and
changing consumer
demands.
Brand
strength and
reputation
SR
The Group must
maintain consumer
awareness of and
engagement with its key
brands.
Data
processing
and protection
The Group must
appropriately process
and control the data
our customers share.
OR
As a leading website
operator, the Group
may experience
operational issues
which result in incorrect
or incomplete data
being transferred to or
from partners.
The Group must
protect itself from
security breaches or
successful cyber attacks
which could impact our
ability to operate our
websites and services.
OR
Data security
and cyber risk
A
C
A
B
B
C
B
C
Developments in 2020
MoneySuperMarket’s mortgage holiday
calculator was added to their new
dashboard, which presents relevant and
timely information to consumers.
MoneySavingExpert launched two new
energy switching journeys, as well as a
new visual identity for the site.
Decision Tech has continued to grow
strongly during the year. We have more
than doubled the number of live B2B
energy switching partnerships.
MoneySuperMarket’s Money Calm Bull
campaign ran across TV and billboard
advertising, including a partnership with
Channel 4.
MoneySavingExpert became the
authoritative voice on lockdown finance
during COVID-19 providing relevant
guidance on key financial issues. We
refreshed MoneySavingExpert’s visual
identity and updated the ‘Tip’.
We have further strengthened our data
protection and GDPR processes and
controls focusing on Data Privacy Impact
Assessments and improving processes to
respond effectively to enhanced rights of
consumers. We have enhanced our
customer account authentication
platform.
Continuous innovation of new
services and ongoing evolution of
existing propositions.
Regular engagement with consumers
to understand changes in how they
use our services.
Investment in our technology
platforms to improve customer
experience and make comparing
products easier.
Investment in marketing across a
range of media to maintain the
Group’s brands in consumers’ minds.
Our strong relationships with our
providers allow us to offer exclusive
and market-leading deals.
Understanding and assessment of the
data we collect from our customers
and how we use it.
Specialist data protection knowledge
within our Risk & Compliance,
Technology and Legal teams. Annual
data protection training for all
employees.
Controls and monitoring of internal
processes. Regular ongoing quality
assurance procedures.
Rigorous monitoring and testing of
the Group’s systems and
infrastructure. Enhancing controls to
our data and systems through the
implementation of our Information
Security Management System (‘ISMS’).
We continue to invest in our cyber
governance framework and ISMS. We
have continued our programme of
decommissioning of legacy data centres
and initiated a refreshment of our
aggregation engine technology.
Business
transformation
Relevance to
partners
Economic
conditions
OR
SR
SR
SR
The Group must
manage the
implementation of our
new strategic priorities
appropriately, without
our focus being
disrupted. We must
retain and recruit
employees with strong
industry, technology
and marketing
expertise.
The Group relies on its
partners to access
competitive products
and technological
integration to provide a
seamless customer
experience.
Weaknesses in the UK
economy including
those occurring as a
result of COVID-19, may
lead to more
challenging conditions
for the Group and
financial performance.
Regulation
SR
The Group must
understand and comply
with existing and new
regulatory
requirements.
A
B
C
B
C
A
B
C
A
B
C
Strong management structures which
provide clear and straightforward
responsibilities and accountabilities in
the delivery of our strategic priorities.
Effective governance arrangements to
oversee implementation of strategic
priorities.
Structured approach to recruitment
and retention of high-quality talent,
combined with learning and
development activities for existing
employees.
Working closely with partners to
ensure high-quality and appropriate
products and to maximise the
opportunities for partners to acquire
customers in a cost-effective manner.
Developments in 2020
We continue to embed our innovative
and inclusive culture in the business and
it remains a key priority as we seek to
drive innovation for our users.
Continued focus on management of our
strategic objectives including efficient
acquisition, retain and grow, and
expanding our offer.
Strong relationships with partners
enables us to access exclusive deals and
offers for our customers.
Maintaining a diversified business
across a range of products.
Regular monitoring of market
conditions and environment.
Focusing on maintaining control of
our cost base.
COVID-19 and the lockdown measures
have significantly impacted our core
markets, but our technology platform,
secure infrastructure, inclusive culture
and established working practices
allowed us to continue to develop new
and enhance existing propositions.
The continued diversity of the Group
across a portfolio of brands and
channels offers the Group protection
from cyclical economic changes.
We maintain regular and ongoing
dialogue with key regulatory bodies.
Our Risk and Compliance team works
across the Group to ensure it remains
compliant with new and existing
regulations.
We have monitored and responded to
new and emerging regulatory
developments. We have proactively
engaged with regulators, including the
FCA (General Insurance Pricing Market
Study, Insurance Distribution Directive
and the Senior Managers & Certification
Regime), Ofgem and the Competition and
Markets Authority.
Risk trend:
Increasing
Decreasing
Stable
Risk type:
SR Strategic risk
Strategic priority:
A Efficient acquisition
OR Operational/conduct risk
B Retain and grow
C Expand our offer
Financial StatementsStrategic ReportGovernance
42
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
43
Sustainability and Stakeholder Engagement
Engaging
with our
stakeholders
Engaging regularly with our stakeholders is
fundamental to the way we do business.
This ensures we operate in a balanced and
responsible way, both in the short and
longer term. We are committed to
maintaining good communications and
building positive relationships with all our
stakeholders, as this is essential to
strengthening our sustainable business
s.172 statement
The Directors of Moneysupermarket.com Group plc – and those of all
UK companies – must act in accordance with a set of general duties.
These duties are detailed in the Companies Act 2006 and include a duty
to promote the success of the Company.
An explanation of how the Board performed its duties under s.172 of
the Act is detailed on page 68 of the Corporate Governance Report.
Further information on how we engage with our stakeholders is
provided in the table opposite.
Why it is important to engage
Stakeholders’ key interests
How we engage
1. Employees
Employee engagement is critical to
our success. We work to create a
diverse and inclusive workplace
where employees can reach their full
potential. Engaging with our
employees ensures we can retain and
develop the best talent. During 2020,
employee engagement has been
adapted to reflect that the majority of
employees are working from home,
with increased communication and
engagement via online mechanisms.
• Reputation
• Reward
• Career opportunities
• Employee engagement
• Training and development
• Wellbeing
• Health and Safety
• Equality
• Our mechanisms for engaging with employees and providing opportunities
for them to meet with Executive and Non-Executive Directors include:
• Quarterly informal employee breakfasts
• Regular Q&A sessions
• End of week vlogs from the CEO
• Monthly management floor briefs, which are available on demand
• Strategy roadshows to update employees on our strategic focus and
future plans
‘Meet Peter’ sessions to introduce employees to our new CEO
•
• Virtual coffees and breakfasts with members of the Board and the Exec
• We have a designated NED Employee Champion, Sarah Warby, who has
Board responsibility for championing the interests of employees by bringing
their views to the boardroom, and an employee-led Group Employee Forum
to feedback the needs, views and concerns of employees to the designated
NED employee champion.
• We have nine active employee resource groups (‘ERGs’), including ERGs for
mental health and inclusion of underrepresented groups, who we engage
with to help ensure our people can thrive. Our ERGs have executive sponsors
and regular contact with our designated NED employee champion.
• We conduct a biannual employee engagement survey, and the results are
reported to the Board. As part of the Board’s commitment to the Race at
Work Charter, a confidential microaggressions audit will be undertaken every
six to twelve months. Material or cumulative incidents of microaggressions
will be raised to the Board via the whistleblowing report.
• We have an independent whistleblowing helpline to allow all staff to raise
concerns confidentially.
2. Customers
and Users
Understanding the needs of our
customers allows us to provide
relevant products and services where
customers can make meaningful
savings, in order to differentiate us
from our competitors.
3. Shareholders Access to capital is vital to the
long-term performance of our
business. We ensure that we provide
fair, balanced and understandable
information to shareholders and
equity analysts and work to ensure
they have a strong understanding of
our purpose, strategy, performance,
culture, values and ambitions.
• Products and services’ performance and
• We undertake customer research including focus groups and surveys, with
efficiency
• Competitiveness and value
• Compliance and data protection
• Range of products and services
• Ease of use and convenience
• Accurate and up-to-date information
key insights shared with the Board and used to inform our strategy.
• Our Board members listen to calls from customers to gain insight and
receive reports on our customer NPS metric and other customer related
KPIs.
• We host a forum on MoneySavingExpert providing users with a community to
share their views and ask money-saving questions.
• Our user experience researchers are assessing the accessibility of
MoneySuperMarket for visually impaired customers and users.
• The voice of the customer is brought to the Board via the functional
Customer Update agenda item which is presented biannually for MSM
customers and annually for MSE users. Elements of customer voice which
are specific to Home Services, Insure, Money, Travel and Decision Tech are
brought to the Board through their specific agenda items.
•
Financial performance and economic impact
• Our Directors and senior management engage with shareholders through regular
• Governance and transparency
• Operating and financial information
• Confidence in the Company’s leadership
• Dividend growth and return on investment
updates, meetings and our AGM, at which shareholders can hear about our
performance and put questions to the Board of Directors.
• The Chair engages directly with our major shareholders to discuss governance
matters, performance against strategy and any material changes. The chair of the
Remuneration Committee also consults with shareholders in relation to our
Remuneration Policy.
Feedback is gathered from key investors at results roadshows and investor
conferences and tabled to the Board.
Investor Associations’ voting recommendations and commentary on our general
meeting resolutions and Annual Report is brought to the Board’s attention ahead
of a general meeting.
•
•
• The investor relations section of our corporate website provides investor
information and presentations, alongside other information reported to the
market via the regulatory news service.
• Analyst reports are provided to the Board, via our Board portal.
Financial StatementsStrategic ReportGovernance 44
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
45
Sustainability and Stakeholder Engagement continued
4. Suppliers
Why it is important to engage
Our suppliers are critical to our performance. We
engage with our suppliers to build trusting
relationships from which we can mutually benefit and
to ensure that they are performing to our standards
and conducting business to our expectations.
Stakeholders’ key interests
• Cost-efficiency
•
Long-term relationships
• Responsible procurement, trust and ethics
• Technological advances, including digital solutions
• Payment practices
5. Providers
We engage with our providers to build strong
relationships and work collaboratively to identify
opportunities to help our customers, including new
and market-leading exclusive products.
•
Long-term relationships
• Trust and ethics
• Efficient customer acquisitions
• Value creation
• Data
6. Communities/
Charities
We are committed to building positive relationships
with the communities in which we operate. We support
communities and groups local to our offices and
consider the environmental and social impacts of our
operations.
•
Local operational impact
• Health and safety and environmental performance
•
Long-term partnership and strategic alignment
7. Regulators /
Government
Open communications and dialogue help to create
understanding of our business, strategy and culture
and ensures regulatory and legislative compliance.
• Openness and transparency
• Proactive and compliant with new regulations and
legislation
• Treating customers fairly
•
Impact on the environment
How we engage
• We have a rigorous onboarding process to drive responsible procurement practices forward. This includes the General Data Protection
Regulation (‘GDPR’) and information security, Modern Slavery, Anti-Bribery and environmental impact.
• We engage our suppliers in a variety of ways including tender processes and more informal meetings and dialogue. These interactions
cover a broad range of topics such as cost efficiencies and ways of working.
• We conduct a 360-feedback programme with certain key suppliers, which provides insight into the supplier experience and ensures
continual improvement. This programme will be rolled out more broadly to our supplier base in 2021.
• Our top tier suppliers are overseen, and performance managed by a third-party management programme.
• We monitor the diversity of our supply chain to gain a better understanding of how minority groups are represented across our supply
chain.
• In line with the BEIS response to their call for evidence ‘Creating a Responsible Payment Culture’, we report on our payments to suppliers.
• Our Provider teams focus on managing the relationships with our providers across the different product types.
• We work collaboratively with our top two tiers of providers to agree joint business plans, a highly successful initiative that has increased
engagement.
• We proactively engage with our providers to seek feedback on how we can improve the quality of relationships such that they are not
simply transactional.
• We have invested to enhance our provision of performance data to our insurance providers and launched a new version of our market
IQ portal in 2020 to give insurers pricing insights.
• We recognise that we have more to do to engage at senior level in our Money vertical, where trading has been tougher as a result of
COVID-19 as providers tightened their lending criteria, and we are working to address this.
• We ran a provider survey in May 2020. The results showed a high level of partner satisfaction, particularly in areas which had previously
been flagged as concerns, such as the quality and consistency of our account management.
• Whilst looking to hold and build on our operational and partner improvements, the focus of our partner specific development now
needs to shift to meet data needs. This will be prioritised alongside other 2021 initiatives and should help underpin our ability to
negotiate further rate increases in insurance and in particular, energy.
• Key provider updates are brought to the Board through the Vertical agenda items for Home Services, Insurance, Money, Travel and B2B
and in the annual strategy sessions.
• We support charities local to our offices and beyond with fundraising and volunteering initiatives. Further, the Group has led several
COVID-19 charitable initiatives, for example collaborating with a local charity in Flintshire to cook and deliver an average of 750 meals a
week for the local community since the first lockdown.
• As part of our partnership with The Prince’s Trust which provides meaningful support to deprived young people over the long term, we
set ourselves the goal of raising a further £100,000 by the end of the year. COVID-19 has meant that we have had to postpone all major
fundraisers and all fundraising activities moved online. In June 2020, the Group announced its commitment to continue to fundraise
throughout the year and, in addition, to make a one-off donation to The Prince’s Trust to bring us to our 2020 fundraising target of
£100,000.
• The Board receives an annual update on our charities and communities initiatives from the Chief People Officer.
• We strive to reduce our environmental impact and have met our goal of becoming ‘Beyond Carbon Neutral’ by the end of 2020. In order
to further reduce our impact on the environment, the Green Team is working on initiatives to decrease our carbon emissions.
• We maintain regular and ongoing dialogue with key regulatory bodies, including the FCA, Ofgem and CMA and, where appropriate, the
ICO, ASA and Ofcom; and our Risk & Compliance team works across the Group to ensure it remains compliant with any new and existing
regulation.
• We have monitored and responded to new and emerging regulatory developments, including the Senior Managers and Certification
Regime and engaged with the FCA to ensure that we remain compliant.
• Regular updates are provided to the Board as well as specific reports/updates on major interactions with regulators.
• We continue to comply with our duties under the GDPR regime.
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Sustainability and Stakeholder Engagement continued
Sustainability
overview
The Board recognises that the management of
safety, wellbeing, environmental, social and ethical
matters forms a key element of effective corporate
governance, which in turn supports the strategy,
long-term performance and sustainability of the
business
At Moneysupermarket Group, we understand that our
behaviour, operations, and how we treat our employees
all have an impact on the environment and society. We
also understand the importance of aligning our purpose
and strategy with responsible corporate decision-making
to create value for our employees, customers,
shareholders and society in a sustainable way. Our focus
is to make a positive economic, environmental and social
contribution not just to the communities in which we
operate, but to the UK as a whole. Our commitment to
reducing our environmental impact continues to be
recognised with the Group being a constituent of the
FTSE4Good Index Series, which measures the
performance of companies demonstrating strong
Environmental, Social and Governance (‘ESG’) practices. In
2019, we stated our commitment to becoming carbon
neutral by the end of 2020. Not only did we meet this
commitment, we surpassed it becoming Beyond Carbon
Neutral and offsetting 150% of our carbon emissions.
Further information on how we became Beyond Carbon
Neutral and our other environmental initiatives is detailed
on pages 52 to 55.
Our commitment to sustainability underlines the
responsibility we have to our stakeholders to build
long-term value. To enable us to do this, we focus on the
following three key ESG elements:
• Minimising our environmental impact;
• Our social responsibility; and
• Robust governance and ethics.
Minimising our environmental impact
Recent years have seen important developments in the
climate change agenda and growing momentum behind
the drive to tackle greenhouse gas emissions. As a
responsible business, we want to play our part in
addressing environmental challenges, and our
employees, customers and our other stakeholders
expect this.
Whilst we may not be considered a major energy user, we
are aware of the impact that we have and we have been
Inclusive Company List Ranking
17
Carbon Footprint Offset
150%
working to reduce the carbon emissions
associated with our operations. This has
included investing in more environmentally
friendly office space, evaluating our ways of
working, and reducing the amount of
materials we use and waste we generate. We
have also embedded our carbon neutral
initiative within the Group. See page 52 for
more information. During 2021, we plan to
embed climate-related governance and risk
management and will make disclosures
structured around the TCFD framework in
our 2021 Annual Report. Further information
can be found on page 54.
Our social responsibility
We are a responsible employer and
recognise that our success is dependent
upon the talent and diverse skill sets of our
employees. We are committed to investing in
our employees’ health and wellbeing. Focus
areas for 2020 included the health, safety
and wellbeing of our employees, continuing
to embed our culture of diversity and
inclusion and promoting an environment
where our employees can continue to grow
and develop. See pages 48 to 51 for further
details.
In addition to the Group’s purpose of helping
households save money, we want to do more
to maximise the social value that we create.
Through our partnership with The Prince’s
Trust, we strive to broaden and deepen our
impact and create a lasting legacy by running
a range of money management initiatives for
young people.
Robust governance and ethics
The Group recognises that driving better
corporate behaviours will provide improved
returns over the longer term and we are
committed to operating responsibly and with
high ethical standards. We encourage
innovation whilst championing best practice
and strong corporate ethics to ensure that
the impacts of our business activities are
appropriately balanced.
We are proud of our robust corporate
governance and risk management processes and
have a range of policies designed to ensure that
we maintain best practice in all our business
activities. Our policies include Cyber Security, Data
Protection, Modern Slavery and Anti-Bribery,
and are accompanied by an interactive training
programme to ensure that these principles
remain front and centre in our employees’
minds. See page 59 for further details.
People Case Study:
An employee’s experience of joining the Group remotely
It was the usual mix of excitement and apprehension for starting a new job, during
a global pandemic. Initially, I was concerned how the Group would adapt to the
challenges of lockdown and how I would be onboarded into my role. Would I have
to wait until the pandemic is over to get stuck into my role?
From day one, everything ran smoothly, from setting up my equipment, getting to
know the business including the different teams and their roles/responsibilities.
The team and management were always on hand to answer questions and provide
guidance. I’m still impressed by how prepared everyone was to get myself and
others set up from home.
It didn’t take long before it became clear that I was working with a great leadership
team, who embrace creativity and innovation to help drive a user experience
and design culture throughout the business. This is something which is rare in many
other organisations, so it made it even more special to be a part of this culture,
vision and journey.
One of the benefits I’ve felt is the speed in which I’ve got to know people around
the Group. The focus on connecting with colleagues has really helped me feel like
I can be myself sooner. Understanding the wider company strategy and vision;
being introduced and liaising with key stakeholders has been a big plus. The
opportunity has enabled me to grow – challenging my experience and knowledge
acquired from previous roles, allowing me to be a part of a forward-thinking and
dynamic team who want to design, build and deliver great user-centric products to
our ever-increasing customer base. I have gained insight on how other individuals
and teams tackle problems, research, design solutions and test the output to
measure success.
Overall, my first four months have been fantastic, the whole team have made me
feel so welcome and I feel like I belong! I’m eager to contribute in helping the
business progress and evolve and I’m looking forward to a long and exciting career
at Moneysupermarket Group.
Baeddan Youd
Product Designer
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Sustainability and Stakeholder Engagement continued
People
and culture
Our people are the engine of our success.
Delivering for our customers and users in the
fast, evolving COVID-19 landscape has meant
empowering everyone to work safely and
collaboratively across the Group
At Moneysupermarket Group, we have been supporting
our employees by investing in tools and training,
nurturing an environment of inclusion and equality with
the health, safety and wellbeing of our employees being
the number one priority during 2020.
As the COVID-19 pandemic took hold, we moved all our
employees to remote working, ahead of official
Government guidance, increasing the frequency of
internal communications and introduced paid COVID-19
Care Leave for parents of young children with no
childcare support and key worker partners. We set out to
safeguard jobs and balance resources by redeploying 30
employees across the Group and avoided drawing on any
Government support. Enhanced mental health and
wellbeing support became central to our day-to-day
operations. These decisions drove overwhelming positive
sentiment from our employees, which has been
maintained throughout the crisis.
‘’I just wanted to say how proud I am
to be working for MSMG right now.
The speed that we pivoted towards
full-time remote work and getting
everything sorted for our staff has
been incredible. Thank you to the
Exec, IT and other relevant teams.”
Priyanka Kruijen,
SEO Executive
Lockdown challenged us to find different, virtual ways of
hiring and welcoming new joiners to the Group. From
video interviewing using Microsoft Teams and completing
the Right to Work checks virtually, to redesigning
onboarding and welcome events – the end-to-end
experience became completely digital. To enable us to
connect with new joiners we couriered laptops to
individual homes and welcomed people via a livestream.
In total, during 2020 we welcomed 93 new joiners and
appointed another 29 employees into new jobs, through
promotion and progression moves.
Gender diversity and gender
pay gap
In 2020 our gender diversity continued to
improve with women accounting for 44%
of our workforce; a 2% increase on 2019.
At the time of submitting our Hampton-
Alexander gender data in November 2020,
the number of women in executive
management stood at 40%, and women
accounted for 41% of their direct reports –
an improvement of 9 and 8% respectively.
This means that we continue to exceed the
Hampton-Alexander target of 33% for
women in Executive management and
amongst their direct reports.
Our long-term aim is to close our gender pay
gap by addressing systemic barriers to
balanced gender representation. In 2020 our
mean gender pay gap reduced by 13.2%
points to 5.3%. Unfortunately, our median
gender pay gap has worsened for the second
year. This is largely due to relative under-
representation of women in our Technology
and Data functions, and which reflects the
wider UK challenge of female under-
representation in technical roles. We are
taking action to continue to minimise our
gender pay gap, as outlined in the report on
our corporate website at http://corporate.
moneysupermarket.com
Ethnic diversity
We’ve started to proactively encourage
employees to share their ethnicity data. We
believe taking a transparent and data-driven
approach is key to driving action and change.
Together with our existing gender pay data,
this will enable us to undertake an ethnicity
equal pay audit and address any pay
inequalities.
Diversity, inclusion and
equality
At Moneysupermarket Group, we are
committed to embracing and promoting
diversity, inclusion and equal opportunity
and aspire to reflect the various diverse
communities in which we operate. We
also aim for employees to see themselves
represented at all levels, have equal
access to development and progression
opportunities and not feel disadvantaged
or unlawfully discriminated against.
During 2020, we launched our Race Equity
Action Plan, a multi-year commitment to
be anti-racist and improve ethnic minority
representation at all levels of
Moneysupermarket Group. To keep us
externally accountable for progress, we’ve
signed the Race at Work Charter, with our
Board committing to zero-tolerance of
bullying and harassment, and our CEO
becoming the Executive sponsor for Race.
The plan includes employee education in
understand and tackle everyday bias,
microaggressions, white privilege and
allyship. We’ve also delivered our first
microaggressions audit which helped us
better understand employee experiences
of everyday bias, microaggressions and
non-inclusive behaviours. The findings will
inform targeted educational interventions
in 2021.
The Group has been recognised at number
17 on the Inclusive Top 50 UK Employer List;
an improvement of 19 places since last year.
‘’Thank you for adapting so
quickly to the changing
situation and being so
inclusive of different
situations and feelings. The
roadmap to reopening is
another example of this.”
Emma Harvey
(Floor brief comment)
Our culture
We have further embedded behaviours of
‘Create Belonging’, ‘Grow and Develop’ and
‘Innovate to Deliver’ across employee
experiences and processes from hiring,
onboarding, performance management,
to career levels and recognition. Our
Group behaviours have become a
common language and a clear everyday
standard of what we believe in, value and
expect of each other, irrespective of role.
Our Employee Resource Groups and online
communities are also key to developing an
inclusive culture.
Our Employee Resource Groups help
celebrate our differences, as well as
challenge and expand our understanding of
often new or complex issues. They focus on a
range of topics, from mental and physical
wellbeing to balanced representation,
employee voice and the environment. They
raise awareness through topical events such
as mental health in the pandemic, cultural
diversity, neurodiversity and reducing carbon
footprint. Over 10% of all our people are
involved in one of our groups.
The forming of online community groups
has accelerated during COVID-19. These
channels are the go-to places for support,
tips and advice on topics such as
parenting, neurodiversity, mental
wellbeing and the menopause. A number
of employees have also shared their
personal stories through vlogs, virtual
events and blogs.
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
51
Sustainability and Stakeholder Engagement continued
Leaders engage
and develop
In 2020 we launched LEAD. LEAD, a Chartered Management
Institute accredited leadership programme, enables our leaders
and future leaders to embed behaviours that will drive our
culture, within our teams and beyond.
The 12-month programme is specifically designed to build the
skills to be a great manager and leader. It includes workshops,
experiences, coaching and stretch activities around self
awareness, emotional intelligence, developing and leading
teams, leading our business and developing influencing skills.
“I have been able to develop and refine my influencing and
negotiating skills, as well as building up habits which ensure
I am continually focusing on my development, as well as
how I can support and evolve my team’s development and
their career progression.”
Clara Toombs
Head of CRM strategy
In 2020 we ran two employee
engagement surveys and an additional
survey focusing on employee wellbeing
during the pandemic. 87% of employees
have rated the Group’s approach to
managing through COVID-19 positively,
with communications and effective
decision-making scoring 90+ positive
sentiment. The results followed our
priority focus on employee wellbeing,
flexibility and homeworking setup as well
as an increase in communications
frequency and CEO visibility.
‘’I think it’s commendable
that everyone from the
business has taken to
remote working so well.’’
Steven Robertson
(Floor brief comment)
A record high of 86% of our employees took
part in our October 2020 engagement
survey, which asked a variety of questions
about culture and employee experience,
including leadership, innovation,
collaboration, career development, diversity
and inclusion, and the ability to get things
done. The results of the survey were shared
with employees during the CEO floor brief
and with the Board which facilitates visibility
and discussion on our culture. Key
improvements during the year included
investment in leadership and management
development and streamlining decision-
making processes. Next we are turning our
focus to how we work in future.
• 88% of employees believe their
manager creates an environment
where they can be themselves at work
• 84% of employees would recommend
Moneysupermarket Group as a great
place to work
• 82% of employees stated they are able
to actively manage and balance their
own work and time
Source: October 2020 Employee Engagement survey
In June we launched our new employer
brand to showcase what it’s like and what
it takes to work at Moneysupermarket
Group. This involved several employee
listening and collaboration sessions to
build talent profiles for prospective
candidates to engage with during the
attraction and hiring process. We also
launched our new careers site, developed
an employer brand toolkit and embedded
the new brand identity into internal
employee-facing communications.
We keep our employees actively involved
and consulted about Group activities and
business performance through a range of
other communication channels, too.
These include frequent CEO-led virtual
floor briefs and vlogs, a biweekly
e-newsletter, Microsoft Teams posts and
corporate announcement emails.
Following the appointment of Sarah
Warby as Non-Executive Director
Employee Champion in 2018, we
introduced a programme of Employee
Resource Groups listening meetings and
Board Q&A sessions to provide the
opportunity for employees to ask
questions directly of Non-Executive
Directors.
Learning and development
At Moneysupermarket Group personal
development is fundamental and forms
our ‘Grow and Develop’ behaviour. This
guides our investment in development for
everyone and our learning strategy,
‘Freedom to Grow’ which focuses on
building skills, knowledge and
experiences, as well as supporting
sustainable business growth.
In 2020 we invested £430k in employee
training, offering a broad and varied
approach to personal and professional
development, encouraging employees to
explore what suits them best.
This year our focus on management and
leadership capability saw the launch of
LEAD, a Chartered Management Institute
accredited leadership programme.
Two cohorts of managers are currently
completing LEAD by undertaking a series
of interactive webinars, with stretch
activities and assignments to demonstrate
their learning, supported by one-to-one
coaching. LEAD is funded by the
Apprenticeship Levy (a level 5
qualification), meaning that managers
commit to 20% of their time developing
and practising these skills over a
12-month period.
Supporting LEAD, our newly crafted
‘Manager Essentials’ programme has
opened to all managers. Focusing on
practical management skills, these
sessions cover topics from feedback and
performance management through to
managing mental health and career
conversations.
The pandemic has enabled us to
accelerate our digital learning strategy,
from hosting online learning sessions all
the way through to investing in a new
Learning Experience Platform which aims
to promote skill development and lifelong
learning. Each employee now has learning
resources available to develop skills,
shape their career plans, track progress
and monitor their development.
We continue to support employees by
fully funding a wide range of professional
qualifications (including CIMA, AAT, MSc
Data Science) and continue to deliver
internal events such as Strengthscope
workshops and our bespoke Festival of
Learning.
Other employee benefits
We offer a wide range of benefits
supporting employee lifestyle, their future,
health and wellbeing. These can all be
tailored to suit individual needs. At the
heart of our offering is 27 days holiday, a
performance related bonus, life assurance
at 4x salary, pension matched up to 5%,
free breakfast and a free comprehensive
employee assistance programme,
LifeWorks, for guidance and support on a
range of personal and professional
matters. Alongside this we offer a range of
flexible benefits including the opportunity
to buy or sell holiday days, medical cover,
gym memberships, as well as discounts on
products and services. We also offer
employees a variety of social and
wellbeing activities, such as virtual
lockdown challenges, quizzes, bake-off
competitions, free yoga, Pilates and
membership of the Headspace app.
We also offer employees an opportunity
to share in the success of our business.
Through our Employee Share Incentive
Plan and Sharesave Scheme, employees
can purchase ordinary shares in the
Company, which encourages employee
interest in the performance of the Group
and alignment with shareholder interests.
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53
Offsetting our carbon emissions via our investment in M-KOPA provides significant benefits
INCOME GENERATED
140,000
People generated income with an M-KOPA Solar system in 2018
$65
Research shows M-KOPA TV customers earn $65 per month, on average
PRODUCTIVITY
Children double study hours once a solar system enters the home
and 94% of parents say school performance has improved too
46% of households used an M-KOP Solar system to suport a business
or income-generated activity, worked longer hours or secured a new
job thanks to the system
Nearly 100% of TV customers report improved access to critical
information, such as news and vocational content
HEALTH & SAFETY
One-in-three customers experienced a
physical accident, health complication or
loss from harmful kerosene lanterns
MOST COMMON INCIDENTS INCLUDED:
22%
BREATHING DIFFICULTIES
17%
HOUSE FIRES
11%
BURNS
60%
Report a health improvement
once they replace kerosene
lanterns with an M-KOPA
Solar system
Sustainability and Stakeholder Engagement continued
Minimising our
environmental
impact
We strive to reduce our environmental impact by
reducing our carbon emissions and waste, and
sourcing responsibly. We became ‘Beyond
Carbon Neutral’ in 2020, offsetting 150% of our
carbon footprint and we consider environmental
and sustainability issues in all aspects of our
operations and business activities
Key initiatives in 2020
During 2020 we continued to develop and drive
environmental innovations across the Group. We have
a proactive Green Team which devises and implements
local energy-saving and waste reduction initiatives,
including:
• The Ewloe office refurbishment is complete and
incorporates several environmental initiatives;
• Progressed against out carbon reduction plan,
including moving the Ewloe office to a 100%
renewable energy tariff and sourcing food locally or
through sustainable vendors;
• Offset 100% of our emissions with two certified
offset projects, making the Group carbon neutral;
• Offset a further 50% of our emissions through a
•
•
partnership with the Woodland Trust, planting 2,580
trees at a site in the North West;
Increased employee awareness of green initiatives,
including shared resources for Recycling Week and
hosting of an external talk from WaterAid on the
global water and santitation crisis;
Introduction of car leasing benefit to incentivise
employees to lease electric/low emission
vehicles; and
• Appointment of Katherine Bellau as Executive
sponsor to the Green Team.
Case Study:
Beyond Carbon Neutral
To ensure that we not only reduce our negative impact but also have a long-lasting and positive legacy for the environment, we have
mitigated 150% of our carbon footprint through investing 50/50 in two verified carbon offset projects and an additional 50% through
tree planting in the UK in partnership with the Woodland Trust. This means we are a Beyond Carbon Neutral business.
Project 1, M-KOPA
(Kenyan solar energy company)
• As of September 2019, M-KOPA has connected over 750,000
homes in Kenya, Uganda and Tanzania to affordable solar
power
• The use of solar lighting systems enables households to
switch from high-cost kerosene to affordable, safe, off-grid
renewable solar power, therefore reducing fossil fuel-based
domestic energy needs
• The system comes with three LED solar lights, one of which
can also be used as a torch, and a solar panel with a
smart-charge-control lithium-ion battery
In addition, households may also be provided with a solar
rechargeable radio and a mobile phone charging cable
•
• M-KOPA has saved their customers approximately $650 over
six years (through displacing kerosene and saving on phone
charging expenditure), which amounts to over $400m in
increased household budgets across their customer base
Project 2, Rudong wind power project (China)
• Onshore wind farm power plant with installed capacity of
100MW, located in Rudong County along the Huanghai Sea
coastline of Jiangsu province, China
• All generated electricity is purchased by state-owned Jiangsu
Power Company, which replaces the use of fossil fuel-fired
power plants connected into the East China Power Grid.
Estimated annual emission reductions are 199,251 tonnes
of CO2/year
Partnership with the Woodland Trust
• Through our 2019 assessment, we found MSMG’s footprint is
1,031 tonnes CO2e. It is generally considered that five trees
are required to offset one tonne of carbon. We have planted
2,580 trees to offset an additional 50% of our carbon
footprint. Tree density varies but an average of 1,000 trees
per hectare equates to 2.5 hectares of new woodland planted
as a result of our offset efforts
• We were hoping that employees would be able to take part in
some tree planting with the Woodland Trust. Given the
current circumstances, this was not possible and the
Woodland Trust has planted the trees on our behalf.
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55
Sustainability and Stakeholder Engagement continued
Our aims for 2021
• Remain Beyond Carbon Neutral whilst making further
progress against our carbon reduction plan;
• To work towards compliance with the Task Force on
Climate-Related Financial Disclosures;
• Our Green Teams will further engage our employees
on climate change issues and share how to
lead more sustainable lives through
challenges, events and provision
of resources;
• Completion of the Carbon Disclosure
Project Questionnaire; and
• We will begin work to develop
a ‘Green Strategy’ for the Group.
We recognise that we are only part-way through our
sustainability journey. Together, with our Green Teams, we will
continue to develop and implement initiatives in order to have
a positive impact on our environment.
Greenhouse gas (‘GHG’) emissions
This section includes our mandatory reporting of greenhouse
gas emissions and gloabl energy use pursuant to the Companies
Act 2006 (Strategic Report and Directors’ Report) Regulations
2013 and the streamlined energy and carbon reporting (‘SECR’)
under the Companies (Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations 2018. The
methodology used to calculate our emissions is based on the
GHG Protocol Corporate Standard. Emissions reported
correspond with our financial year.
In addition to the disclosure of our Scope 1 and Scope 2
emissions, as required under SECR, we have also assessed our
Scope 3 emissions in order to assess the wider impact of our
business operations. Emission factors are from UK Government
GHG conversion factors for Company Reporting.
Impact of COVID-19
We have seen a large decrease in our GHG emissions in 2020,
largely driven by the move to remote working. Use of couriers
increased as the Group utilised couriers to transport work
equipments and other materials to employee homes. Emissions
from the increase in couriers was more than compensated by
the emission savings from reduced occupancy in offices and
reduced travel.
Carbon reduction plan
We recognise that 2020 has been an unusual year and as such
our carbon reduction plans will continue to be based on 2019,
the year our baseline GHG assessment was carried out. During
2020, the following steps helped to reduce our GHG emissions:
• moving the Ewloe office to 100% renewable energy tariff;
• elimination of Scope 1 emissions arising from the Group’s
sole vehicle; and
• a 38% reduction in data energy use.
During 2021, we will continue to work on our carbon reduction
plan, in line with global targets, to reduce our carbon emission as
a far as possible. The plan will assume a return to usual
operating patterns once COVID-19 restrictions are lifted.
Global energy use:
Emissions from:
Scope 1: Heating Fuels
Scope 1: Company Vehicles
kWhs
2020
180,844
0
2019
132,934
11,397
Scope 2: Purchased Electricity
903,582
1,300,573
Scope 3: Employee mileage
20,537
130,415
Total emissions
1,104,963
1,575,319
Greenhouse gas (‘GHG’) emissions in tonnes of CO2e:
Emissions from:
Scope 1 (Direct)
Scope 2 (Indirect)
Scope 3 (Indirect)
Total Gross Emissions
Carbon removal
Woodland Carbon
Total Net Emissions
Tonnes of CO2e
2020
33.25
210.66
5.09
249.00
(249.00)
(124.50)
(124.50)
20191
27.39
332.43
33.41
393.23
(393.23)
(196.61)
(196.61)
1
The baseline GHG assessment was conducted in 2019. As part of the 2020
assessment, we have reviewed the 2019 calculations and, where estimations were
made in the event of incomplete data, revised the calculations as more detailed
data became available.
Intensity ratios:
Floor area: kWh/sq.ft/year
Employees: t CO2e/employee/year
Revenue: tCO2e/£m/year
2020
10.23
0.32
0.72
2019
14.25
0.48
1.01
Task Force on Climate-Related Financial
Disclosures (‘TCFD’)
We recognise the climate crisis and the role we must play to
mitigate the impacts on both the wider world and our own
business. Climate change could pose particular challenges to our
production, supply chain and operations. We plan to embed
climate-related governance and risk management during 2021
and will make disclosures structured around the TCFD
framework in our 2021 Annual Report. We will develop the depth
of our TCFD disclosure over time as we complete this analysis.
Governance
We recognise that evaluating and
monitoring the challenges we face
regarding climate change as a business
requires the embedding of a climate
change focused mindset, supported by an
effective governance process. Climate-
related governance will be implemented
from 2021 onwards. This will include
climate change related targets to further
drive changes to our business practices. A
key enabler of our activities in this area is
our Green Team ERG who champion
environmentally sustainable behaviours
across the organisation. We will also
create a TCFD working group who will be
responsible for assessing and identifying
risk as part of our risk management
process.
Strategy
Reducing our impact on the environment
will be embedded into our strategy,
underpinned by environmental targets
that have been informed using climate-
related risks and opportunities that will be
identified over the short, medium and
long term. These targets will cover the
areas that are most material to our
business: the emissions we create, the
waste we make, the sustainability of our
supply chain, and the everyday culture of
the business. In 2021, we will also conduct
scenario analysis to understand the risks
and opportunities climate change poses
to the business, and the ways to mitigate
and adapt to different possible outcomes.
The results of our scenario analysis will
inform our long-term strategic business
planning.
Risk management
During 2021, the processes for identifying,
assessing and managing climate-related
risks will be integrated into the
organisation’s overall risk management
processes, which are described on pages
36 to 39.
Metrics and targets
In 2019, we committed to becoming
carbon neutral and this was achieved in
2020 by offsetting 150% of the Group’s
carbon emissions by investing in certified
carbon offset projects. Further targets and
metrics will be set during 2021, these will
be supported by the actions of the Green
Team.
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
57
Sustainability and Stakeholder Engagement continued
Community
Being an active contributor to our chosen charities
and the communities in which we operate is a core
part of our ethos.
We are proud to have supported diverse causes
with our fundraising and volunteering initiatives. In
addition to a full programme of fundraising
activities, we encourage all our employees to help
those in need using paid volunteering time
The Prince’s Trust
In 2020 we entered into our second year of a three-year
partnership with The Prince’s Trust which helps
disadvantaged young people aged 11-30 get into jobs,
education and training. We took part in the Future Steps
initiative in February which was a huge campaign
encouraging employees to take sponsored exercise. Soon
after that, all future planned fundraising events and our
first ever internship programme had to be postponed
due to the COVID-19 outbreak. Our fundraising efforts
moved online, with employees taking part in ‘The Great
Create’ craft sessions, a virtual Mount Everest challenge
and the Big Quiz – hosted by our Executive team. In June
2020, the Company announced its commitment to
continue to fundraise throughout the year and in
addition, to make a one off donation to The Prince’s Trust
to bring us to our 2020 fundraising target of £100,000.
In August we launched our ‘Phones for Futures’ initiative,
a collaboration between The Prince’s Trust and Decision
Tech – which remains ongoing. This recycling scheme
encourages employees to donate their old and broken
smartphones and iPads which raise critically needed
funds. The fundraising year ended with some much
needed cheer through an online ’12 Days of Christmas’
virtual raffle.
Through the Group’s volunteering scheme and despite
the challenging conditions of remote working, employees
volunteered their time to work remotely with The Prince’s
Trust, facilitating different volunteering opportunities
including employability workshops, money management
courses and offering one-to-one mentoring.
The Prince’s Trust is currently facing the most challenging
time in its existence, both in terms of fundraising and
volunteering. Many of the young people supported by
the Trust have been disproportionally affected by the
pandemic through job losses, particularly in the
hospitality and retail sectors. The Group remains firmly
committed to supporting the Trust in its final year of the
partnership.
.community
As part of our response to the COVID-19 outbreak,
Moneysupermarket Group doubled the .community budget in
2020 to £50k, which allowed us to support local community
groups that had been significantly affected by the pandemic.
This meant that we have been able to:
• Support several local food banks with cash donations to see
them through the year;
• Donate to many local support groups delivering food
packages to those sheltering and communities in need during
the lockdowns and the firebreak.
Our fantastic Bytes catering team in Ewloe have been making an
average of 750 meals a week for the local community since the
first lockdown. They have been working in partnership with
Nanny Biscuit, a local not-for-profit community business
launched at the start of the pandemic that has delivered
emergency and subsidised food packs, and buddy phone calls to
those isolating.
In addition, we have supported several local charities and
hospices by funding PPE and other necessary equipment to keep
their staff and residents safe during the pandemic. Our support
has also extended to emergency accommodation organisations
such as the Southall Black Sisters to support increased demand
in shelter for those fleeing abusive homes.
The MSE Charity
Throughout 2020 MoneySavingExpert continued to donate to
The MSE Charity, which gives grants of up to £7.5k to UK
not-for-profit grassroots groups that provide education,
information and support to help people learn how to manage
their money better. Due to the COVID-19 pandemic the Charity
had to suspend the March grant round and pivoted to support
the assessment of applications to the Martin Lewis’ Coronavirus
Poverty Relief fund.
In September’s ‘Building and Developing Financial Resilience’
grant round, the Charity donated a total of £58,467 to nine
groups for projects starting in January 2021.
Case Study:
Academoney
MoneySavingExpert and The Open University teamed up to
launch an ambitious new project to help give the nation the skills
and knowledge to master their finances with a new, completely
free and independent course.
The course is made up of six sessions of study covering all key
aspects of personal finance:
1. Making good spending decisions
2. Budgeting and taxation
3. Borrowing money
4. Understanding mortgages
5. Saving and investing
6. Planning for retirement
The course is totally flexible – students can study at their own
pace, perhaps even choosing to complete just one topic to brush
up. It is available to anyone wanting to improve their knowledge
of personal finance for their own interest and financial capability,
or, for those who work in the consumer help industries, it can
provide some academic grounding to support their work.
“With such financial turmoil across our
society, it’s crucial everyone is properly
financially educated, so we can improve
our nation’s poor financial capability,
entrenched by a lack of early-life money
lessons going back decades. Education is a
form of financial self-defence, and so we’re
delighted to encourage people to tool
themselves up in our ‘Academoney’.”
Martin Lewis, Founder of MSE
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
59
Sustainability and Stakeholder Engagement continued
Non-Financial
Information Statement
We comply with the Non-Financial Reporting requirements contained in sections 414CA
and 414CB of the Companies Act 2006. The below table outlines our position on non-
financial matters and provides signposts to where these issues are addressed in the report
Reporting requirement
Stakeholders
Policies and Standards which
govern our approach
Group Data Protection Policy
Code of Conduct
Additional information and
risk management
Stakeholder engagement pages 42 to 43
s172 statement pages 42, 67 to 68
Board activities page 67
Sustainability disclosures pages 46 to 57
Employee engagement pages 48 to 51, 69
Governance report pages 60 to – 75
Audit Committee report pages 82 to 87
Environmental
Employees
Human Rights
Social Matters
Anti-Corruption and Bribery
Principal Risks and Impact on the
Business
Description of Business Model
Environmental Policy
Sustainability disclosure pages 46 to 57
Code of Conduct
Equal Opportunities and Diversity Policy
Flexible Working – ‘Work Your Way’ Policy
Whistleblowing Framework
Health and Safety Policy Statement
Anti-Slavery and Human Trafficking Policy
Code of Conduct
Sustainability disclosure pages 46 to 57
Page 58
Corporate Governance report
pages 60 to 75
Anti-Slavery and Human Trafficking Policy
Volunteering Guide (Time-Off Policy)
Sustainability disclosures pages 46 to 57
Directors’ report pages 107 to 110
Anti-Bribery Policy
Competition Law Policy
Conflicts of Interest Policy
Hospitality and Gifts Policy
How to Buy Guidelines
See page 59
Risk management pages 36 to 39
Principal risks pages 40 to 41
Business model pages 18 to 19
Risk Committee report pages 88 to 90
Business model pages 18 to 19
People
At Moneysupermarket Group, we understand that our
behaviour, operations and how we treat our employees all have
an impact on the environment and society. We recognise the
importance of health and safety and the positive benefits to the
Group. The Group has a Health and Safety Policy which is
communicated to all employees through a health and safety
handbook, which is regularly reviewed and updated.
Behaving ethically is an essential part of working for our Group,
fundamental to how we do business and vitally important to the
reputation and success of our Group. Our Code of Conduct
applies to all employees and sets out our commitment to:
• behave ethically;
•
• do the right thing.
comply with relevant laws and regulations; and
Human Rights
Our Code of Conduct also confirms that we respect and uphold
internationally proclaimed human rights principles as specified in
the International Labour Organisation’s Declaration on
Fundamental Principles and Rights at Work (‘ILO Convention’) and
the United Nations’ Universal Declaration of Human Rights. In
addition, we have an Anti-Slavery and Human Trafficking Policy
for suppliers and a separate one for employees. Training is
provided to all employees on issues of modern slavery in
conjunction with the Code of Conduct e-learning module. We
have a zero-tolerance approach to modern slavery, are
committed to acting ethically and with integrity in all our business
dealings and relationships, and to implementing and enforcing
effective systems and controls to ensure modern slavery is not
taking place anywhere in our own business or in any of our
supply chains. We publish our Modern Slavery Act Transparency
Statement annually and this, together with previous statements,
can be viewed on our website at http://corporate.
moneysupermarket.com.
Anti-Corruption and Anti-Bribery
We also have Anti-Bribery and Anti-Corruption, Competition Law
and Whistleblowing Policies that incorporate the Group’s key
principles and standards, governing business conduct towards
our key stakeholder groups.
We believe we should treat all of these groups with honesty and
integrity. Our Anti-Bribery Policy is supported by clear guidelines
and processes for giving and accepting gifts and hospitality from
third parties.
Whistleblowing
Our Whistleblowing Policy is supported by an external,
confidential reporting hotline which enables employees of the
Group to raise concerns in confidence. Any reported issues will
be reported to the Audit Committee and, where appropriate,
remedial actions taken.
11.5m active users to save an estimated £2.0bn on their
households bills in 2020, by finding a better deal on their energy,
insurance and banking products.
Alongside this, we want to make our contributions to the
communities that our customers live in by paying the right
amount of tax, at the right time. In 2020, we paid £24.8m in
corporation tax and over £28.1m in other taxes (including VAT
and employer’s National Insurance). We are committed to acting
with integrity and transparency in all tax matters. We will not
support proposals to reduce our tax cost through implementing
artificial structures, but we will seek to structure commercial
transactions in an efficient and legitimate way. A copy of our tax
strategy is available at http://corporate.moneysupermarket.com.
Dividend Policy
In determining the level of dividend in any year in accordance
with the policy, the Board also considers a number of other
factors that influence the proposed dividend through its annual
and strategic planning processes and the scenario planning
described below in our viability review section, which includes:
the level of available distributable reserves in the parent
company; future cash commitments and investment needs to
sustain the long-term growth prospects of the business;
potential strategic opportunities; a prudent buffer and the level
of dividend cover.
Moneysupermarket.com Group plc, the parent company of the
Group, is a non-trading investment holding company, which
derives its distributable reserves from dividends paid by subsidiary
companies. The Board reviews the level of distributable reserves
in the parent company biannually, to align with the proposed
interim and final dividend payments. The distributable reserves of
the parent company approximate to the balance on the profit and
loss account reserve, which at 31 December 2020 amounted to
£112.6m (2019: £103.1m) (as disclosed in the Company balance
sheet on page 147). The total external dividends relating to the
year ended 31 December 2020 amount to £62.8m (2019: £62.8m).
The Group is well positioned to continue to fund its dividend,
which is suitably covered by cash generated by the business.
The distributable reserves are sufficient to pay dividends for a
number of years as, when required, the parent company can
receive dividends from its subsidiaries to increase its
distributable reserves. Details on the Group’s continuing viability
and going concern can be found on pages 34 to 35.
The ability of the Board to maintain future dividend policy will be
influenced by a number of the principal risks identified on pages 40
to 41 that could adversely impact the performance of the Group.
The Strategic Report was approved by the Board of Directors
and signed on its behalf by:
Tax Policy
Our Group is guided by our purpose to help households save
money. We believe that our business makes a valuable
contribution to UK society and we are proud to have helped
Peter Duffy
Chief Executive Officer
17 February 2021
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
61
Chair’s Introduction to Governance
Governance at a Glance
Dear shareholder
I am pleased to
present the Group’s
corporate governance
statement for 2020
Robin Freestone
Chair
Board focus areas in 2020
• appointment and induction of new
Chief Executive Officer;
• appointment and induction of two new
independent Non-Executive Directors;
• oversaw the Group’s response to
COVID-19;
• robust assessment of the Group’s
strategy and strategic initiatives;
• monitored and reviewed the Group’s
emerging and principal risks;
• reviewed the Group’s Diversity and
Inclusion strategy;
• assessment of environmental initiatives,
including progress made against the
plan to become carbon neutral by the
end of 2020; and
• continuing review of the 2018 UK
Corporate Governance Code, with
steps taken to achieve full compliance
in 2020.
Further details on our culture, purpose
and values can be found in our
Strategic Report on pages 2 to 59.
Board changes
We continue to operate a clear line of
distinction between management, led
by the CEO, who are responsible for
the day-to-day running of the business,
and the Board, acting under my
leadership. The Board provides
constructive challenge to management,
an open culture and active debate,
focused on creating and preserving
value for our stakeholders.
As described in my Chair Statement on
page 7, there have been some changes
to the Board’s composition during the
year. Mark Lewis stepped down as CEO
in August 2020 and Peter Duffy joined
as CEO in September 2020 bringing
with him significant experience of
digital businesses and a dynamic
leadership style.
Andrew Fisher stepped down from the
Board in May 2020 and Supriya Uchil
and James Bilefield joined the Board
earlier this year. Our new members are
all valuable additions and complement
the diverse backgrounds and
experience of our Board.
Looking forward
We will continue as a Board to maintain
our high standards of corporate
governance across the Group,
underpinning the delivery of our
strategy and our purpose. Over the
next 12 months we will also be focused
on delivering our social and
environmental commitments, as well as
the continued engagement of our
employees and implementation of our
Diversity and Inclusion strategy.
Robin Freestone
Chair
17 February 2021
As a Board, we aim to maintain a
governance structure which provides
effective control and oversight of the
Group, while promoting the
entrepreneurial spirit which has been
central to the Group’s success in
helping households save money. In this
report we describe how our purpose,
values and strategy are aligned with
our culture and how we consider all
our stakeholders in key decisions.
UK Corporate Governance
Code
In our Corporate Governance Report
on pages 65 to 75, we aim to provide a
clear and meaningful explanation of
how we as a Board lead the Group and
discharge our governance duties. It
also outlines the governance initiatives
we have undertaken during the year. In
reviewing our Board’s effectiveness, we
have taken into account the Financial
Reporting Council’s 2018 Guidance on
Board Effectiveness and applied its
guidance where appropriate. Our
statement of compliance with the 2018
UK Corporate Governance Code is set
out on page 66.
The Board also reviewed its governance
framework to ensure it remains fit for
purpose and is compliant with the
SM&CR which now applies to solo-
regulated firms and was implemented
across the Group in December 2019.
Purpose and culture
The cultural tone of the business
begins in the Boardroom. Our purpose
of helping households save money is
enabled by the behaviours that are
embedded into our business and is
aligned with our strategy. Together,
these help to create a culture which
optimises performance and delivers
long-term results.
The Board endeavours to promote
integrity and diversity of thought at all
levels of the Group. We are committed
to developing a diverse workforce and
an inclusive working environment.
This commitment is demonstrated in
the implementation of our Diversity
and Inclusion initiatives, including our
commitment to the Race Equity at
Work Charter.
Board meeting attendance
Female representation on our
Board
Ethnic minority representation
on our Board
100%
63%
13%
Read more in the Corporate Governance
statement on pages 65 to 75
■ Female ■ Male
■ Ethnic minority
Dividend per share in 2020
Employee commitment score
for 2020
Glassdoor rating (out of 5)
11.71p
70%
4.1
Board changes
The Board spent a significant amount of
time considering succession planning
during the year. The Board appointed a
new CEO and two new Non-Executive
Directors in accordance with the Board’s
Diversity Policy:
• Mark Lewis retired on 31 August 2020
after three years as CEO;
• Andrew Fisher retired on 7 May 2020
after six years as a Non-Executive
Director;
• Supriya Uchil joined the Board as an
Independent Non-Executive Director on
1 March 2020;
• James Bilefield joined the Board as an
Independent Non-Executive Director on 1
May 2020 and Chair of the Remuneration
Committee on 21 May 2020.
Read more in the Nomination Committee
report on pages 76 to 81
Governance improvements
• dedicated Board session reviewing risk
management processes, including risk
tolerances of the Group;
• reviewed the organisational structure of
the Executive team; appointed a Chief
Operating Officer, Chief Data Architect,
Chief Data Scientist and an Interim
Chief Product Officer;
• employee engagement mechanisms
were enhanced to take into account
the move to homeworking as a result of
COVID-19;
• updated and approved the Matters
Reserved for the Board and Board
Committee’s Terms of Reference.
Major Board decisions
• Decision to pay final and
interim dividend
• Strategy for Diversity &
Inclusion Leadership
• Evolution of Group Strategy
Read more in the Key Activities of the
Board on page 67
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
63
Board of Directors
Who we are
Welcoming
our new
Board members
Selection process
During the year, we welcomed Peter Duffy,
James Bilefield and Supriya Uchil to the Board.
The Company has a formal, rigorous and
transparent selection process for the
appointment of new Directors. The
Nomination Committee is responsible for
identifying and nominating all Board
candidates and, before any appointment is
made, evaluates the mix of skills, experience,
knowledge and diversity to ensure the correct
balance is maintained.
Induction and onboarding
On joining the Board, it is the responsibility of
the Chair and Company Secretary to ensure
that all newly appointed Directors receive a
full and formal induction, which is tailored to
their individual needs. The induction
programme includes a comprehensive
overview of the Group, dedicated time with
the Directors and Senior Management, as well
as guidance on the duties, responsibilities and
liabilities as a Director of a listed company.
Further information on both the selection
process and induction programmes for Peter,
Supriya and James is on pages 75 and 78.
Read about Board employee
engagement on page 69
Read about key Board activities
on page 67
Read about Board roles and
responsibilities on page 70
Robin Freestone
Chair of the Board
Peter Duffy
Chief Executive Officer
Committees N
Term of Office: Robin was appointed to the
Board as a Non-Executive Director in August
2015 and became Chair of the Board in May
2019.
Independent: On appointment.
Skills and Experience: Robin has
transformation and diversification experience
within leading global and digital businesses.
He was Chief Financial Officer of Pearson PLC
from 2006 to 2015, and Deputy Chief Financial
Officer prior to that. Robin has also held a
number of senior financial positions at
Amersham plc (2000 to 2004), Henkel Ltd
(1995 to 2000) and ICI plc (1984 to 1995).
External Appointments: Robin is the Senior
Independent Director of Smith & Nephew PLC,
Non-Executive Director of Aston Martin
Lagonda Global Holdings plc and a
Non-Executive Director and Chair of the Audit
Committee of Capri Holdings Limited. He sits
on the advisory board to the ICAEW’s Financial
Reporting Committee and also chairs the
ICAEW’s Corporate Governance Committee.
Term of Office: Peter was appointed to the
Board as Chief Executive Officer in September
2020.
Independent: Not applicable.
Skills and Experience: Peter has extensive
experience in digital businesses and a
dynamic leadership style. He was previously
CEO of Just Eat and before that was Chief
Commercial Officer at easyJet and Marketing
Director of Audi UK. Peter started his career in
banking, holding positions with Barclays,
Yorkshire Bank and TSB.
External Appointments: Peter is a
Non-Executive Director of Close Brothers plc,
where he is a member of the Risk Committee.
He is currently President of ISBA – the UK
trade body for leading British advertisers.
Sarah Warby
Non-Executive Director and Non-
Executive Director Employee Champion
Caroline Britton
Independent Non-Executive Director
Supriya Uchil
Non-Executive Director
Committees
A
N
Ri
Re
Committees A
Ri
Re
Committees
A
N
Ri
Re
Term of Office: Appointed to the Board as a
Non-Executive Director in June 2018.
Independent: Yes.
Skills and Experience: Sarah has experience
of building valuable brands across consumer
sectors. She was previously Chief Executive
Officer of Lovehoney and before that, Chief
Growth Officer of HyperJar Ltd. Prior to that,
Sarah was Chief Marketing Officer at J
Sainsbury plc and Marketing Director of
Heineken UK. She is a fellow of the Marketing
Society and Marketing Academy and an
adviser to the Museum of Brands.
External Appointments: Sarah is Chief
Customer Officer at Nando’s UK&I.
Term of Office: Caroline was appointed to
the Board as a Non-Executive Director in
September 2019.
Independent: Yes.
Skills and Experience: Caroline has a strong
financial background, retiring as audit partner
at Deloitte LLP after 30 years of service (2000
to 2018 as audit partner). Caroline is an FCA of
the Institute of Chartered Accountants in
England and Wales and holds an MA in
Economics from Cambridge University.
External Appointments: Caroline is a
member of the Audit, Finance and Investment
Committee for Make-A-Wish Foundation
International, Non-Executive Director and
Chair of the Audit Committee of Sirius Real
Estate and Non-Executive Director and Chair
of the Audit Committee of Revolut Ltd.
Term of Office: Appointed to the Board as a
Non-Executive Director in March 2020.
Independent: Yes.
Skills and Experience: Supriya is the
product-focused Non-Executive Director of
Depop.com, a peer-to-peer social shopping
app. Previously, she was Chief Product Officer
of Booking Go, part of Booking.com, between
2016 and 2018, and prior to that held senior
roles at Amazon.com. Supriya is also a product
and digital transformation adviser.
External Appointments: Non-Executive
Director of Depop.com, Chairwoman of the
advisory board for Ounass and CEO of
Accelerate Product.
Scilla Grimble
Chief Financial Officer
Term of Office: Scilla was appointed to the
Board as Chief Financial Officer in February
2019.
Independent: Not applicable.
Skills and Experience: Scilla has a strong
financial background and extensive consumer
experience. She was formerly Director of
Group Finance and Interim Chief Financial
Officer at Marks and Spencer Group Plc (2016
to 2018). Scilla previously held senior finance
roles at Tesco PLC and was a managing
director at UBS Investment Bank. Scilla is a
qualified chartered accountant, having trained
and qualified with PwC.
External Appointments: Scilla will join the
Board of Taylor Wimpey plc as a Non-
Executive Director with effect from 1 March
2021.
Sally James
Senior Independent Non-Executive
Director
Committees A
N
Ri
Re
Term of Office: Sally was appointed to the
Board as a Non-Executive Director in April
2013 and became Senior Independent
Director in May 2017.
Independent: Yes.
Skills and Experience: Sally has experience
in the financial services sector having been a
Non-Executive Director of UBS Limited (2009
to 2015) and before that she held a number of
senior legal roles in investment banks in
London and Chicago, including Managing
Director and EMEA General Counsel at UBS
Investment Bank from 2001 to 2008.
External Appointments: Sally is a
Non-Executive Director of Rotork PLC where
she is Senior Independent Director, a
Non-Executive Director of Hermes Fund
Managers Limited and a Non-Executive
Director of Bank of America Europe D.A.C.
James Bilefield
Non-Executive Director
Committees
A
N
Ri
Re
Katherine Bellau
Company Secretary and General Counsel
Term of Office: Appointed to the Board as a
Non-Executive Director in May 2020.
Independent: Yes.
Skills and Experience: James is currently
Chair of SThree plc and Non-Executive
Director of Stagecoach Group plc, where he
has served as a member of the Remuneration
Committee since 2016. James was previously
Non-Executive Chair of Cruise.co and
Ticketscript. During his executive career, James
held senior roles at Condé Nast, OpenX,
Skype, Yahoo! and JP Morgan Chase.
External Appointments: Chair of SThree plc
and Non-Executive Director of Stagecoach
Group plc.
Term of Office: Katherine was appointed
Company Secretary and General Counsel on
8 February 2019.
Skills and Experience: Katherine was
appointed General Counsel and Company
Secretary in February 2019. She joined the
Group from MoneySavingExpert after
overseeing its sale in 2012. Katherine’s
expertise covers legal, regulatory and
governance issues and their impact on digital
businesses. Previously, Katherine practised
at two leading international law firms and
lectured at The University of Law. She holds
a Post-Graduate Diploma in Commercial
Intellectual Property Law.
External Appointments: None.
Committee Membership
A
N
Ri
Audit Committee
Nomination Committee
Risk Committee
Re
Remuneration Committee
Denotes Chair
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
65
Our Governance Framework
Corporate Governance Statement
The Board
The Board is responsible for the long-term sustainable success of the Group, with the overall aim of delivering shareholder
value. Principally, we achieve this through:
•
setting and monitoring strategy and ensuring the necessary resources are in place;
• providing entrepreneurial leadership within an effective risk management framework and internal control system; and
•
reviewing management’s performance.
The Board
Pages 62 to 63
Key Board Activities
Page 67
Division of Responsibilities
Pages 70 to 71
Audit Committee
Risk Committee
The Audit Committee is
responsible for ensuring
appropriate challenge and
governance of accounting
treatment and the internal
control environment and
ensuring that the Annual
Report as a whole is fair,
balanced and
understandable.
The Risk Committee is
responsible for overseeing
the Group’s risk
management framework,
ensuring that risks are
appropriately identified,
managed and mitigated,
and advising the Board on
risk appetite, structure and
culture.
Remuneration
Committee
The Remuneration
Committee’s key
responsibility is to
determine and apply the
Remuneration Policy to
ensure that it promotes
the delivery of our strategy
and the long-term
sustainable success of the
Group.
Nomination Committee
The Nomination
Committee is responsible
for reviewing the Board’s
size, structure and
composition, including the
recommendation of
appointments to the
Board, succession
planning and development
plans for the Board and
overseeing the Group’s
diversity plans.
Audit Committee report
Pages 82 to 87
Risk Committee report
Pages 88 to 90
Remuneration
Committee report
Pages 91 to 106
Nomination
Committee report
Pages 76 to 81
CEO and Exec
Responsibility for the development and implementation of the Group’s strategy and overall commercial objectives rests with
the CEO, supported by the Executive team and Senior Leadership Group. The Executive team is responsible for day-to-day
operations, for delivering results and for driving growth, ensuring this is done in a sustainable and ethical manner.
Board Leadership
and Company Purpose
Allocation of time
28% Business Performance
39% Strategy
12% Finance and
Investor Relations
4% Leadership
and employees
17% Governance and
Risk Management
Number of Board meetings
12
Strategy
The Board is responsible for delivering value
for shareholders by setting the Group’s
strategy and overseeing its implementation
by the Executive Team and members of the
Senior Leadership Group. High standards of
corporate governance are critical to this,
together with effective decision making that
creates sustainable long-term value for the
mutual benefit of all of our stakeholders.
Further information on the delivery of our
strategy is on pages 20 to 22.
Responsibility for the development and
implementation of the strategy and overall
strategic initiatives sits with the CEO who is
supported by senior management.
The Board undertook a review of the Group’s
strategy at a number of meetings attended
by the Board and senior management, where
it received presentations on the strategies for
the business and functional areas, as well as
a review of the overall strategy. The Board
also receives regular in-depth updates on
progress against strategic initiatives.
Stakeholder engagement
The success of the Group’s strategy is reliant
on stakeholder engagement. The Board is
focused on driving long-term sustainable
performance for the benefit of our
customers, shareholders and wider
stakeholders. The Board does not seek to
balance the interests of the Company and
those of stakeholders. Instead, it considers all
the relevant factors and chooses the course
of action which is most likely to lead to the
Group’s long-term success. Further
information on how the Group engages with
its stakeholders and the Group’s s.172
statement can be found on page 42.
Shareholder engagement
The Board actively seeks and encourages
engagement with major institutional
shareholders and other stakeholders. The
CEO and CFO regularly meet with analysts
and institutional shareholders to keep them
informed of significant developments and to
develop an understanding of their views
which are then discussed with the Board. In
addition, the CEO met with analysts and
major shareholders as part of his induction
programme. The Investor Relations team are
also in regular contact with investors and
analysts, via one-to-one meetings and
investor conferences. During 2020, we had
over 200 contacts with more than 100
existing and potential investors.
Formal presentations are given to analysts
and shareholders covering the full-year and
half-year results, and briefings are also given
on quarterly trading. Virtual roadshows were
attended by the CEO and CFO during the
year to meet with our material and
prospective UK and US investors. The
Company also seeks to maintain a dialogue
with various bodies which monitor the
Company’s governance policies and
procedures. The Investor Relations Director
generally deals with ad hoc queries from
individual shareholders.
The Chair initiates contact with major
shareholders after the Annual Report and
Accounts is published to invite them to
engage prior to the Annual General Meeting.
It is also an opportunity to discuss important
matters such as our strategy. The
Remuneration Committee Chair also engages
in discussion with shareholders on significant
matters relating to executive remuneration,
in particular any amendments or material
changes to our remuneration policy. Our
Senior Independent Non-Executive Director
is available to shareholders if they have
concerns which contact through the normal
channels of the Chair, the CEO or the CFO
has failed to resolve, or for which such
contact is inappropriate.
All Directors receive formal reports and
briefings during the year about the
Company’s Investor Relations programme.
Directors also receive detailed feedback
obtained by the Company’s brokers after
meetings, allowing them to develop an
understanding of the views of major
shareholders. External analysts’ reports on
the Group are also regularly circulated to
Directors. The Directors also receive investor
feedback reports on quarterly results.
Annual General Meeting (‘AGM’)
Our 2020 AGM was held on 7 May 2020 at
which shareholders representing 75% of the
Company’s issued share capital voted. We
were delighted to receive in excess of 92%
votes in favour for all of our resolutions,
including over 99% approval to reappoint all
our Directors. In response to COVID-19, the
AGM was held as a closed meeting, with a
quorum of two shareholders. Shareholders
were given the opportunity to submit
questions to the Board ahead of the AGM
and a Q&A session was recorded and
published on our corporate website.
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66
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
67
Corporate Governance Statement continued
2020 Board attendance
Board members
Robin Freestone
Scilla Grimble
Caroline Britton
Sally James
Sarah Warby
Supriya Uchil1
James Bilefield2
Mark Lewis3
Andrew Fisher4
Peter Duffy5
1 Supriya Uchil joined the Board on 1 March 2020.
2
James Bilefield joined the Board on 1 May 2020.
3 Andrew Fisher resigned as Director on 7 May 2020.
4 Mark Lewis stepped down as Director and CEO on 31 August 2020.
5 Peter Duffy joined as Director and CEO on 1 September 2020.
Meeting
attendance
12/12
12/12
12/12
12/12
12/12
10/10
9/9
8/8
4/4
4/4
Ad hoc conference calls and Committee meetings were also convened to deal with specific matters which required attention between
scheduled meetings.
Compliance with the 2018 UK Corporate Governance Code
The primary responsibility of the Board in complying with the 2018 UK Corporate Governance Code (the ‘Code’) is to provide effective,
entrepreneurial leadership to ensure that it promotes the long-term success of the Company for the benefit of its members as a whole.
During the year ended 31 December 2020, we have been compliant with the provisions and principles contained in the Code. The table below shows
where shareholders can evaluate how the Company has applied the principles of the Code and where key content can be found in this report.
The Financial Reporting Council (‘FRC’) is responsible for the publication and periodic review of the UK Corporate Governance Code, and this
can be found on the FRC website www.frc.org.uk.
Section
Further information
Board Leadership and Company Purpose
The cultural tone of the business begins in the Boardroom. The
Board has established a clear purpose, set of values and strategy,
taking into account the interests of our wider stakeholders. The right
resources, structures and processes are in place to ensure that
these are implemented throughout the Group.
Division and Responsibilities
The respective roles and responsibilities of the Executive and
Non-Executive Directors are clear and consistently applied, providing
for effective and constructive dialogue and clear accountability.
Composition, Succession and Evaluation
The Group has a strong Board with a balance of skills, experience,
knowledge and diversity. The appointment process is rigorous and
carefully applied, with annual evaluation keeping the effectiveness of
the Board and its Committees under regular review.
Audit, Risk and Internal Control
The Board has established clear processes and procedures to
ensure that risks are carefully identified, monitored and mitigated
against and then reported externally in an open and transparent
manner. This helps ensure that the Company’s financial statements
are fair, balanced and understandable. Effective risk management is
critical to achieving our strategy.
Remuneration
Remuneration supports the Company’s strategy and is appropriate
to the size, nature, complexity and ambitions of the business. The
Board aims to report in a clear manner, demonstrating that pay,
performance and wider interests are aligned.
Business model – pages 18 to 19
Risk management report – pages 36 to 39
Shareholder engagement – pages 42 to 43, 65
Workforce engagement – pages 42 to 43, 69
Board of Directors – pages 62 to 63
Division of responsibilities – page 70
Nomination Committee report – pages 76 to 81
Nomination Committee report – pages 76 to 81
Board skills and experience – page 73
Board evaluation – page 74
Risk management report – pages 36 to 39
Audit Committee report – pages 82 to 87
Risk Committee report – pages 88 to 90
Business model – pages 18 to 19
Remuneration Committee report – pages 91 to 106
s.172: How we bring the
stakeholder voice into the
Boardroom
• The Board receives a paper in each board
pack reminding them of their s.172 and
other Directors’ duties and having regard
to the Group’s stakeholders when making
decisions;
• The Board receives biannual updates
from the Chief People Officer on people,
culture, diversity, talent and engagement;
•
‘Employee Voice Update’ has been added
as a standing agenda item and our NED
Employee Champion, Sarah Warby,
provides feedback on engagement
sessions for further discussion by the
Board;
• At the annual strategy meeting between
the Board and Executive Team, potential
impacts to stakeholders are discussed
and considered, when deciding and
agreeing on strategic initiatives;
• Members of the Board and the Executive
Team meet with major shareholders and
feedback is shared with the wider Board;
• Provider feedback is received through
business updates given to the Board
during the year;
• Customer and user updates are provided
to the Board by the senior management
team on a regular basis;
• Key advisers attend and contribute to
Board and Committee meetings; and
• Regulatory updates are provided to the
Risk Committee and, where appropriate,
to the whole Board, including direct
interaction with the FCA and other
regulatory bodies.
Key Board activities
Strategy
• oversaw the Group’s response to
COVID-19;
• undertook a review of the Group’s
strategy at a number of meetings
attended by the Board and senior
management, including a two-day strategy
meeting at which we:
•
•
•
considered, discussed and revised the
Principal Risks and uncertainties,
identifying emerging risks which could
impact the Group;
reviewed the effectiveness of our internal
control and risk management processes;
and
received an update on environmental and
climate change legislation.
– tested and reviewed the progress of the
strategy and strategic priorities including
optimisation, marketing, personalisation,
data, customers, and corporate
development;
– approved the Investment Policy;
– reviewed the markets in which we
operate; and
– reviewed the regulatory and risk
environment in which we operate, with
a focus on price comparison websites;
• approval of minority investment and
option in CYTI;
•
reviewed the Group’s plans against the
Board’s risk appetite to ensure that our
ambitions for the business are aligned
with our ability to manage risk;
•
reviewed various business development
and investment opportunities; and
• held ‘deep-dives’ at our Board meetings
into various aspects of the business
including cyber security, third-party risk
management and our strategic priorities.
Governance and risk
management
•
reviewed and revised our annual
programme of business for the Board and
each of the Committees, tailoring the
deep dives to reflect our strategic
priorities;
• progressed the actions from the 2019
external Board evaluation process and
conducted an internal Board evaluation
process, details of which are on page 74;
•
•
reviewed our governance framework to
ensure it remains fit for purpose and is
compliant with SM&CR;
considered whistleblowing processes
throughout the Group and received a
whistleblowing update;
• oversaw the implementation of upgrades
to our cyber and data security capabilities;
•
reviewed our application and compliance
of the Code including receiving a
stakeholder engagement update and
reviewing our wider engagement
mechanisms;
Leadership and employees
•
reappointed Sarah Warby as our Non-
Executive Director Employee Champion and
approved an enhanced programme of
engagement activities with employees;
•
•
received ‘Employee Voice Updates’ as a
standing board agenda item for every
meeting; and
received updates on the Group’s people
and culture, organisational structure,
diversity, talent management and
employee engagement including
reviewing results of employee surveys and
feedback from the various employee
focus groups (diversity and inclusion,
mental health awareness and
environmental matters).
Finance and investor relations
• approved the annual budget and
financing strategy;
• approved audited financial statements for
the year ended 31 December 2019;
•
•
received reports and updates at each
meeting on investor relations activities;
reviewed capital allocation options
including approving the interim dividend,
recommending the final dividend to
shareholders and approval of extension of
the Group’s RCF; and
•
received updates on the finance data
programme.
Business performance
•
reviewed the strategic and operational
performance of each of our businesses;
•
reviewed market and trading updates and
considered Group financial performance
against budget and forecast; and
• agreed Group OKRs and KPIs for 2020
onwards which are aligned with the
Group’s strategic priorities.
Financial StatementsStrategic ReportGovernance 68
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
69
Corporate Governance Statement continued
s.172 of the Companies Act 2006
Our approach
Long-term decision-making (s.172 (a))
The Board delegates day-to-day management and decision making
to its senior management whilst maintaining oversight of the
Company’s performance, and reserves to itself specific matters for
approval, including the strategic direction of the Group, M&A activity
and entering into material contracts above set thresholds.
Employee interests (s.172(b))
The success of the Group depends upon a highly skilled and
motivated workforce, and an entrepreneurial and innovative culture,
set within structures that provide fairness for all.
Relations with external parties (s.172(c))
The Group works with a significant number and variety of customers,
suppliers, providers and other third parties. It is of great importance
that relations with those parties are appropriate.
In 2020 the Board:
• Received presentations on specific business areas and through
ongoing discussion with members of senior management,
determined strategic priorities in the context of our three-year
plan, and the development of robust supporting operating plans;
• Agreed the Group’s principal risks, considered emerging risks and
received regular risk management and internal control reviews
throughout the year, including specific consideration of risks
arising from COVID-19;
• Set annual budgets and capital allocation and oversaw business
performance against targets, enabling the Board to confirm the
going concern statement and the Group’s longer-term viability.
In 2020, the Board:
• Received updates from the NED Employee Champion on
employee engagement;
• Reviewed and amended employee engagement mechanisms to
respond to a move to homeworking;
• Received the results of the employee engagement surveys;
• Assessed progress against the Group’s Diversity and Inclusion
Strategy, including a new commitment to the Race Equity at Work
Charter;
• Reviewed succession planning across the Group to ensure that
both short-term and long-term interests are aligned between all
stakeholder groups and the Company’s values and culture.
In 2020, the Board:
• Regularly considered the marketplaces within which the Group’s
customers operate and the challenges they face, and
opportunities available. This helped shape the way in which
resources were allocated in order to ensure that the Group was
well-positioned to meet the needs of its third parties;
• Received updates on provider surveys and implemented plans to
address any issues raised.
Community and environment (s.172(d))
The Group seeks to ensure that it provides a positive contribution to
the communities in which it operates and to the environment.
In 2020 the Board:
• Continued its support of The Prince’s Trust in addition to
supporting local charities;
Reputation for high standards of business conduct
(s.172(e))
The Board is responsible for developing a corporate culture across
the Group that promotes integrity and transparency. It has
established a comprehensive corporate governance framework and
approves policies and procedures which promote corporate
responsibility and ethical behaviour.
• Achieved its aim of becoming Beyond Carbon Neutral, offsetting
150% of the Group’s 2019 carbon emissions.
In 2020 the Board:
• Received regular reports from the Chief Risk Officer designed to
strengthen governance and compliance, and the identification
and management of existing and emerging risks;
• Received regular governance updates and training on key areas
of law and regulation;
• Approved the Company’s Modern Slavery Act Statement,
describing the steps it had taken to ensure that slavery and
human trafficking were not taking place;
• Reviewed the Group’s implementation of the 2018 UK Corporate
Governance Code, with steps taken to achieve full compliance in
2020.
Acting fairly as between members of the Company
(s.172(f))
The Board aims to understand the views of shareholders and to
always act in their best interests.
In 2020 the Board:
• Maintained close relations with its main shareholders through
regular dialogue, both after the publication of full-year and
half-year results;
• Recommended a final dividend payment be paid to shareholders;
• Received Investor Relations updates at every Board meeting and
direct feedback from investors during specific consultation
exercises and on publication of trading results and updates.
A conversation with Sarah Warby,
our NED Employee Champion
Sarah Warby
NED Employee Champion
2020 highlights
• adaption of employee
engagement mechanisms to
respond to COVID-19 and
homeworking;
•
increased and improved
interaction between NEDs and
employees ;
• 86% of employees participated in
the employee engagement
survey;
vlog introductions from our
newest Board members; and
continued focus on employees’
health, safety and wellbeing.
•
•
How would you describe the role of NED Employee Champion?
I have had the privilege of being appointed as NED Employee Champion and it is a rewarding
and evolving role. As NED Employee Champion, I help the Board understand the views of
employees and ensure that their interests are considered in Board discussions and decision
making, providing challenge to the Executive Directors as required. I do this by getting to know
our employees and understanding their perspectives and opinions.
The various engagement mechanisms we have in place through the year, including regular
meetings with our Employee Resource Groups, allow me and my fellow Non-Executive Directors
to meet a variety of employees and gather their views and experiences of working at
Moneysupermarket Group. This feedback is communicated to the Board via a standing
Employee Engagement agenda item and, where appropriate action is required, communicated
to senior management for following through. Feedback is then provided to employees on steps
taken to address their concerns, or an explanation provided as to why particular steps have not
been taken. The formal role of NED Employee Champion is in its second year and whilst we
continue to see positive results, I will continue to evolve and develop the role into 2021.
2020 has been an unprecedented year – how has this impacted
employee engagement?
Employee engagement has remained a priority throughout 2020 as employees responded
to the challenges of homeworking. Many of the engagement mechanisms used in previous
years had to be amended, adapted or scrapped in favour of virtual coffees and
communication via Teams channels. I am pleased to confirm that as well as increasing
internal communications, new methods of employee engagement were implemented,
including virtual breakfasts and Q&A sessions with the Board; and the direct interaction
between Non-Executive Directors and employees continued.
A key focus in 2020, as in prior years, was the health, safety and wellbeing of our employees.
Our response to COVID-19 was communicated to employees on a regular basis to aid
transparency of decision making and feedback from employees was shared with my fellow
Directors. In addition to our usual biannual employee engagement surveys, we also carried
out an additional employee survey focussing on employee wellbeing, the results of which
were shared with the Board.
Despite the challenges of COVID-19, we have ensured that the employee voice remains
heard and that their feedback is shared with the Board. We have responded proactively to
concerns raised, including the implementation of the COVID-19 Care Leave, additional
investment in learning and development and streamlining decision-making processes.
Considering the interests of
our stakeholders
The Board has continued to
consider the interests of all of our
stakeholders when responding to
the impact of COVID-19 on the
Group.
At the start of lockdown, the
Board took the decision not to
take advantage of the
Government’s Coronavirus Job
Retention Scheme (‘furlough’).
Where roles were impacted by
lockdown measures, we
temporarily redeployed
employees into other roles/new
projects. In addition, we adapted
its Work Your Way flexible working
model to include time shifting,
using annual leave in non-
standard ways, for example
reducing the working day by
deploying one day’s annual leave
over several days, and unpaid
leave.
Our primary aim was to continue
to maintain our business at close
to full capacity during COVID-19, in
a time where we had increased
responsibility to our customers
and users to help ease the
significant financial anxiety that
COVID-19 created.
As lockdown continued, we
received feedback that some of
our employees found themselves
in a position of having extremely
limited availability for work, either
due to having very young children
and/or no co-parenting support.
In response to this feedback, we
introduced a furlough equivalent,
a Group funded ‘COVID-19 care
leave’ to support our employees
facing hardship due to childcare
issues. The purpose of COVID-19
care leave is to mirror furlough
and to ensure that employees who
need to significantly reduce their
working hours would not be worse
off financially than if they had
been furloughed.
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
71
Corporate Governance Statement continued
Division of responsibilities
Roles and responsibilities
Board members have clearly defined roles
and responsibilities, as set out in the table
below. As set out in their biographies on
pages 62 to 63, each member of the Board
has a range of skills and experience that is
relevant to the successful operation of the
Group.
Time commitment
All Non-Executive Directors are required to
devote sufficient time to meet their Board
responsibilities and demonstrate
commitment to their role. During the year,
the Nomination Committee considered the
time commitment of all the Directors and
agreed that the required time commitment
from them is still appropriate.
Access to advice
Should any Director judge it necessary to
seek independent legal advice about the
performance of their duties with the
Company, they are entitled to do so at the
Company’s expense. All Directors have
access to the advice and services of the
Company Secretary.
Independence of Non-Executive
Directors
The Nomination Committee reviews the
independence of the Non-Executive Directors
annually and has confirmed to the Board that
it considers each of the Chair and the
Non-Executive Directors to be independent
in accordance with the Code.
External appointments
In accordance with the Code, full Board
approval is sought prior to a Director
accepting an external appointment. Prior to
the approval of any external appointments,
the Board considers the time commitment
required by Directors to perform their duties
effectively. As part of the selection process
for any new Board candidates, any significant
time commitments are considered before an
appointment is agreed.
Roles and responsibilities table
Role
Chair
Name
Responsibility
Robin
Freestone
leading the Board and ensuring its effectiveness in all aspects of its role;
•
• promoting the highest standards of corporate governance;
•
facilitating effective contribution of Non-Executive Directors and encouraging active
engagement by all Directors, with the appropriate level of challenge by all Directors;
• ensuring the Board receives accurate, timely and clear information and is consulted
CEO
Peter Duffy
CFO
Scilla Grimble
on all matters important to it;
• ensuring the Board considers the interests of stakeholders and reviews
mechanisms for engagement with stakeholders; and
• ensuring the Company maintains effective communication with shareholders and
communicating their views to the Board.
leading the performance and management of the Group;
•
• proposing strategies, business plans and policies to the Board;
• ensuring effective implementation of the Board’s decisions;
• maintaining an effective framework of internal controls and risk management; and
leading, motivating and monitoring performance of the Company’s executive
•
management, and focusing on succession planning for the executive management.
•
supporting the CEO in developing and implementing strategy;
• overseeing the day-to-day financial activities of the Group; and
•
together with the CEO, ensuring that policies and practices set by the Board are
adopted at all levels of the Group.
Senior Independent
Director
Sally James
• meeting with the Company’s shareholders and representative bodies when
requested and, if necessary, discussing matters with them where it would be
inappropriate for those discussions to take place with either the Chair or the CEO;
• acting as a sounding board for the Chair and as an intermediary for the other
Directors when necessary; and
leading the annual appraisal and review of the Chair’s performance.
•
Non-Executive Directors
James Bilefield
Caroline Britton
Supriya Uchil
Sarah Warby
• bringing external perspective, independent judgement and objectivity to the Board’s
•
deliberations and decision making; and
constructively challenging the Executive Directors and senior management team
and helping develop proposals on strategy.
Non-Executive Director
Employee Champion
Sarah Warby
Company Secretary
Katherine
Bellau
• helping the Board to establish what channels of engagement are appropriate, in
order to gather and bring the views and experiences of the workforce into the
Boardroom;
• working with the Board to take appropriate steps to evaluate, and where possible
mitigate, the impact that the Board’s proposals and decisions may have on the
workforce;
challenging the Executive Directors, when required, as to the way in which
workforce engagement is undertaken and the steps to be taken to address
workforce concerns arising out of business-as-usual activities; and
•
• giving feedback to employees, where appropriate, on steps taken to address their
concerns or explain why particular steps have not been taken.
• managing the provision of timely, accurate and considered information to the
•
Board;
recommending corporate governance policies and practices to the Chair and CEO;
and
• advising the Board and its Committees on corporate governance and compliance
within the Group and appropriate procedures for the management of their
meetings and duties.
Risk management and internal
control
The Board has overall responsibility for
setting the risk appetite of the Group,
maintaining the Group’s risk management
and internal control system and reviewing
the system’s effectiveness. We have an
ongoing process for identifying, evaluating
and managing the Principal Risks faced by
the Group which has been in place for the
year under review and up to the date of
approval of the Annual Report. The Risk
Committee and the Audit Committee assist
us in discharging these duties.
A description of the process for managing
risk together with a description of the
emerging and Principal Risks and strategies
to mitigate those risks, is provided on pages
36 to 41.
The main features of the Group’s risk
management and internal controls in respect
of financial reporting and the preparation of
accounts are:
• a comprehensive annual business
planning and budgeting process, requiring
Board approval, through which risks are
identified and appraised;
• a comprehensive financial reporting
system, regularly enhanced, within which
actual and forecast results are compared
with approved budgets and the previous
year’s figures on a monthly basis and
reviewed by the Board;
• a review of Group policies relating to the
maintenance of accounting records,
transaction reporting and key financial
control procedures;
• an investment evaluation procedure to
ensure an appropriate level of approval
for all capital expenditure and other
capitalised costs;
• monthly finance team meetings which
include reviews of internal financial
reporting issues and financial control
monitoring; and
• ongoing training and development of
financial reporting employees.
Other controls in place to manage our
business in accordance with our Risk
Appetite Framework include:
• an annual strategy meeting to discuss and
approve the Group’s strategic direction,
plans and objectives and the challenges to
achieving them;
• a schedule of matters reserved for
approval by the Board to ensure it
maintains control over appropriate
strategic, financial, organisational,
compliance and capital investment issues;
• an organisational governance structure
with clearly defined lines of responsibility
and delegation of authority;
• a formal risk management framework with
supporting policies and procedures
manuals;
•
regular reviews of the Principal Risks
facing the Group to ensure they are being
identified, evaluated and appropriately
managed;
• a process for regular assessment of the
effectiveness of key internal controls
across the Group;
• a Risk & Compliance function responsible
for overseeing the implementation of the
Risk Appetite Framework;
• an Internal Audit function providing
assurance over key risks, processes and
controls; and
• a whistleblowing hotline which employees
can use to report any instances of
suspected wrongdoing.
Our internal control effectiveness is assessed
through the performance of regular checks,
which in 2020 included the following areas:
•
reviewing and testing the Group’s financial
reporting processes;
•
completion of the Group’s internal audit
plan;
• performing compliance business
partnering and monitoring activities
including financial promotion reviews and
call listening;
• assessment of the identification and
management of risks connected to the
Group’s capital investment programme;
• assessment of the Group’s processes for
identifying and mitigating potential
conflicts of interest;
• assessment of the identification and
management of technology risks across
the Group, including cyber risk, data
security and change management; and
• monitoring the completion of the Group’s
mandatory ‘Introduction to Regulation’,
data protection, cyber security and Code
of Conduct training for new starters and
refresher training for all employees.
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
73
Corporate Governance Statement continued
Risk review and assessment
The Group’s systems and procedures are
designed to identify and manage and, where
practicable, reduce and mitigate the risk of
failing to achieve the Group’s objectives. They
are not designed to eliminate such risk, but
the Group seeks to understand its key risks
and manage them within our risk appetite.
Each year the Group’s Principal Risks and the
Group Risk Appetite Framework and
Statement are reviewed by the Board. During
these reviews, the Board takes account of the
significance of any environmental, social and
governance matters to the business of the
Group, ensuring any related risks and
associated mitigation have been identified.
The risk register is a key element in our risk
management framework and is used in the
assessment and reporting of key risks being
managed by the Group. Senior management
work alongside the Risk & Compliance
function to ensure the risk register
incorporates any new risks and movements
in risks. The risk register is managed by the
Risk & Compliance function, risks and internal
controls are owned by a member of the
Executive team who is responsible for the
ongoing effectiveness assessment and the
delivery of mitigating actions. Robust risk and
control assessments are regularly carried out
across all areas of the business, in order to
understand the strength and performance of
the controls in place, and potential gaps and
weaknesses. The results of risk register
assessments together with risks identified
through other tools within our Risk
Management framework, including findings
from Internal Audit and Risk & Compliance
monitoring are reviewed on a regular basis
by the Risk Committee.
The Risk & Compliance function provides
challenge to management in their
assessment and management of risks with
particular focus on the actions being taken to
reduce risk. Reporting to the Executive team
and Risk Committee provides clear visibility of
the most significant risks, identifies areas of
concern and/or priority, analyses root cause
and identifies underlying trends. Reporting to
the Risk Committee enables the Directors to
have clear visibility of the most significant
risks; identify areas of concern and/or
priority; and ensure actions to potentially
mitigate the impact of new risks are taken in
a timely manner. Twice a year the Board
reviews the Group’s Principal Risks and the
Group Risk Appetite Framework and
Statement. During these reviews it also takes
account of the significance of any
environmental, social and governance
matters to the business of the Group,
ensuring any related risks and associated
mitigation have been identified.
Process for review of
effectiveness
The Audit Committee is responsible for
reviewing the effectiveness of the systems of
internal controls. The steps it takes in relation
to the review are set out on pages 38 and 86.
The Audit Committee makes a
recommendation to the Board on
effectiveness, which the Board considers,
together with reports from the Risk
Committee, in forming its own view on the
effectiveness of the risk management and
internal control systems.
We regularly review and update our internal
control and risk management processes.
During 2020, the Board reviewed the
effectiveness of the Group’s risk management
and internal control systems. We confirm that
the processes outlined above and on pages
36 to 39 and 86 have been in place for the
year under review and up to the date of
approval of this Annual Report, and that
these processes accord with the 2018
Corporate Governance Code and the FRC
Guidance on Risk Management, Internal
Control and Related Financial and Business
Reporting (September 2016 version). We
have strengthened and expect to continue to
embed enhanced controls in respect of cyber
security and data privacy. A summary of
actions we have taken in 2020 is set out in
the Risk Committee Report on pages 88 to
90. The Board has carried out a robust
assessment of the emerging and Principal
Risks facing the Group, including those that
would threaten its business model, future
performance, solvency or liquidity and these,
together with how they are managed or
mitigated, are set out on pages 40 to 41.
Composition, succession and
evaluation
Board composition
Our Board comprises the Chair (who was
independent on appointment), five
independent Non-Executive Directors and
two Executive Directors. The details of their
career background, relevant skills, Committee
membership, tenure and external
appointments are set out on pages 62 to 63.
Further details on the role of the Chair and
members of the Board can be found on page
70. The Chair, Senior Independent Director and
Non-Executive Directors are appointed for a
three-year term, subject to annual re-election by
shareholders following consideration of the
annual Board effectiveness evaluation. The
composition of our Board has been an area of
focus this year for the Nomination Committee to
ensure that it retains the necessary balance of
skills, experience and independence, in
accordance with the Board Diversity Policy, the
statement for which is detailed in the
Nomination Committee report. Any new
appointments to the Board result from a formal,
rigorous and transparent procedure,
responsibility for which is delegated to the
Nomination Committee, although decisions on
appointment are a matter reserved for the
Board. Further information on the work of the
Nomination Committee is on pages 76 to 81.
During 2020, the Board and Nomination
Committee have fully considered Board
succession to ensure that the Board has the
right mix of skills and experience, as well as
the capability to provide constructive
challenge and promote diversity. Additional
detail can be found within the Nomination
Committee report on page 78.
Board training and development
Directors are continually updated on the
Group’s business, the markets in which we
operate and changes to the competitive and
regulatory environments through
presentations and briefings to the Board from
Executive Directors and senior management.
As part of the annual individual effectiveness
evaluation, the Chair discusses training and
development requirements with each
Director so that any needs which are
identified through the formal evaluation or
during the year can be addressed. The
Company Secretary also maintains a record
of each individual Director’s training.
Directors received briefings from the Company
Secretary during 2020 on governance and
compliance matters and relevant legislative
changes. The Board was also provided with
training materials on competition law,
environmental regulations and diversity and
inclusion. In addition, individual Directors
receive tailored training where beneficial or
required in order for them to adequately
discharge their duties. For example, Supriya
Uchil received training on Listing Rules and
the Market Abuse Regulations and James
Bilefield attended a bespoke session on the
Company’s Remuneration Policy and
remuneration reporting.
To ensure that Directors are able to fully
acquaint themselves with current trading and
matters requiring discussions and decisions,
comprehensive Board papers and Committee
papers are circulated electronically
approximately one week prior to scheduled
meetings.
Board Tenure
as at 17 February 2021
Sally James
Robin Freestone
7 – 8 years
5 – 6 years
Scilla Grimble
2 – 3 years
Sarah Warby
2 – 3 years
Caroline Britton
1 – 2 years
Supriya Uchil
James Bilefield
Peter Duffy
<1 year
<1 year
<1 year
Board Independence/Roles
63%
■ Chair / Independent
■ Executive Director
■ Non-Executive Director /
Independent
Board Gender Diversity
Senior Management Gender
Diversity
63%
■ Female
■ Male
41%
■ Female
■ Male
The Directors also have available to them an
electronic ‘Resource Centre’ acting as a Board
manual which includes extensive information
including financial and analyst reports,
current and historical regulatory publications,
Group codes and policies, organisational
structure documentation, and information on
Directors’ duties.
Directors may, in the furtherance of their
duties, take independent professional advice
at the Company’s expense.
Current Board skills matrix:
Banking/Insurance industry experience
Digital/Customer experience (front office)
Finance and Accounting
International experience
Governance
Risk and Regulation
Technology (back office)
Marketing
Strategy
Tenure (MM/YY)
Directors’ resources
Directors have access to our online resource
library, which is regularly reviewed and
updated. The library includes the corporate
governance framework and best practice,
guidance and training materials and investor
relations updates. It also contains past
strategy documents as well as relevant Group
policies and procedures.
Directors’ skills and experience
An effective Board requires the right mix of
skills and experience. Our Board is a diverse
and effective team focused on promoting the
long-term success of the Group. The Board
skills and experience matrix opposite details
some of the key skills and experience that
our Board has identified as particularly
valuable to the effective oversight of the
Company and execution of our strategy.
James
Bilefield
Caroline
Britton
Peter
Duffy
Robin
Freestone
Scilla
Grimble
Sally
James
Sarah
Warby
Supriya
Uchil
06/20
09/19
09/20
08/15
02/19
04/13
06/18
03/20
Financial StatementsStrategic ReportGovernance 74
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75
Corporate Governance Statement continued
Board evaluation
The annual Board evaluation provides the
Board and its Committees with an
opportunity to consider and reflect on the
quality and effectiveness of its decision
making, the range and level of discussions
and for each member to consider their own
contribution and performance. An
effectiveness review of the Board
Committees was undertaken by the Company
Secretary, who is well placed to serve as an
independent sounding board to the process.
The external effectiveness evaluation process
of the Board, Chair and individual Directors
was deferred until November 2020 in order
to allow the new CEO and Non-Executive
Directors the ability to fully embed into the
Company. The externally facilitated process is
being conducted by SCT Limited and the
findings will be presented to the Board in
March 2021. A detailed description of the
evaluation findings will be provided in the
2021 Annual Report.
Board, Committee and Directors’ effectiveness evaluation cycle
Year 1
Internal effectiveness
evaluation conducted by
the Chair
Year 2
Internal effectiveness
evaluation conducted by
the Chair
Year 3
Externally facilitated
evaluation process
conducted by third party
The 2020 external evaluation will be divided into five stages:
Stage 1
Stage 2
Stage 3
Stage 4
Stage 5
Briefing meetings held
with the Chair and the
Governance Team. Prior
Board and Committee
papers, together with the
reports of previous
evaluations, were
provided to SCT.
One-to-one interviews
carried out by SCT with
Directors, the Company
Secretary, and members
of senior management
who regularly attend
meetings.
SCT will observe the
Board, Audit, Nomination,
Risk and Remuneration
Committee meetings in
February 2021, having
previously received prior
Board and Committee
papers.
Following a review of the
final report by the Board,
an action plan will be
created to address the
areas of recommended
improvement.
The external evaluation
effectiveness report will
be shared with the Chair
and the Company
Secretary. The final report
will be presented to the
Board in March 2021,
with an overview of
recommendations
provided by SCT.
Committee effectiveness
evaluation
During 2020, the Board conducted an
internal evaluation of the performance of the
Committees, taking into account the
principles and provisions of the 2018 Code.
The evaluation process involved the
completion of questionnaires by individual
Directors. The results were then analysed
and presented for discussion at the relevant
Committee meeting.
The Directors’ many positive responses
indicated their widely held view that ongoing
improvements have been made since the
previous evaluation of the Committees in
2019. In particular, members considered that
the Committees worked effectively and as a
team; the Committees were kept informed of
material issues between meetings; and that
the engagement and quality of advice from
external consultants was strong and had
improved.
An area of continued focus across all
Committees was succession planning. In
response, the Board and Committees put in
place emergency succession planning for
each of the Board and Committee Chairs.
Succession planning remains a key area of
focus for the Nomination Committee,
including the pipeline of talent within the
Group and succession planning for senior
management. Further detail on the actions
arising from this review and progress made
can be found in the relevant Committee
reports.
Progress against 2019 evaluation
actions
The Board also reviewed its progress against
actions identified in the internal 2019 Board
evaluation. An update on progress against
these actions during 2020 is set out below:
2019 Board evaluation
Action Item
Our Progress
Skills, experience and diversity
Greater focus on succession planning,
ensuring that future appointments consider
diversity and any skills gaps
• The Nomination Committee have ensured that our external executive search agencies
are aware of our Board diversity policy;
• The Board has achieved its target of appointing a person of an ethnic minority
background by 2024; and
• The Nomination Committee recommended the appointment of an additional Non-
Executive Director with digital experience.
Culture
Assessing and monitoring culture (build on
2019 improvements)
• The Board receives biannual updates from the Chief People Officer on people, culture,
diversity, talent and engagement; and
• Metrics on monitoring culture, e.g. results of the employee engagement surveys are
presented to the Board.
Action Item
Our Progress
Strategy
Ensure strategy is translated into a clear
implementation plan with clear
accountabilities and deliverables
Talent
Develop further the Group’s talent and
people strategies
Stakeholder voice
Ensuring the stakeholder voice is actively and
regularly considered by the Board
Induction of Directors
Review process to ensure it remains fit for
purpose
Board Committees
Review size and composition; ensure
sufficient time allocation for discussions
• The CEO and CFO presented the updated strategic implementation plan to the Board in
May, including timings, deliverables and accountabilities; and
• The Group implemented OKRs in order to monitor strategic implementation during 2020.
• The Chief People Officer presented the people plans and organisational structure to the
Board in November 2020; and
• High potential list from senior management and talent pipeline presented to the Board.
• CEO presented a stakeholder voice update to the Board in November 2020;
• Stakeholder voice is a standing annual Board agenda item;
• Employee voice is discussed at every Board meeting;
• Agenda items on charities/communities, environmental initiatives, suppliers and
providers have been added to the Board’s annual programme of activities; and
• Additional engagement sought with shareholders and regulators.
• The Company Secretary reviewed and updated the induction process ahead of the
appointment of the new Non-Executive Directors; and
• Successful induction programme carried out for the new CEO.
• Committee composition was reviewed as part of the annual programme of business of
the Nomination Committee; and
• The forward-looking agendas of the Board and Committees were reviewed and updated
to ensure sufficient time allocation.
Individual Director evaluations
The individual effectiveness review for each
Director will take place as part of the
externally facilitated Board evaluation.
Following these reviews, each of the Directors
will be appraised individually in the form of
an interview with the Chair, taking into
account feedback received as part of the
Board effectiveness evaluation.
Board would usually meet members of the
operational team and visit our three offices in
London, Manchester and Ewloe. New
Directors receive a briefing on the key duties
of being a Director of a listed company as
well as the requirements of the SM&CR.
We regularly review the induction
programme, building in feedback from new
appointees and the internal and external
Board effectiveness evaluations.
The Chair’s evaluation will be undertaken by
the Senior Independent Director, taking into
account the views of the other Directors
obtained as part of the external effectiveness
evaluation. The Senior Independent Director
will discuss the findings with each of the
Directors following the presentation to the
Board of the external evaluation report in
March.
Induction programme
We develop a detailed, tailored induction for
each new Non-Executive Director. This
includes one-to-one meetings with the Chair
and each of the existing Non-Executive
Directors. They have one-to-one meetings
with the CEO, CFO and the Company
Secretary along with other members of
senior management. New appointees to the
CEO induction
Peter Duffy joined the Board as CEO in
September 2020. A summary of his key
induction visits and events are set out below:
• granted access to an electronic resource
handbook which includes information on
the Group’s structure and strategy;
• meetings with Mark Lewis, the former
CEO, in order to ensure an effective senior
management handover, as required
under the SM&CR;
• held one-to-one meetings with senior
executives to understand the roles played
by our senior management team;
• held one-to-one meetings with the
Non-Executive Directors;
• met with senior management of Podium
and CYTI;
• held meetings with analysts and major
shareholders;
• met with our auditors, KPMG LLP, in order
to provide an overview of the Group’s
audit process;
• met key external stakeholders, including
brokers, lawyers, remuneration
consultants and strategy advisers;
•
received tailored director training on
listed company and SM&CR requirements
with our corporate lawyers, Herbert Smith
Freehills, and remuneration reporting with
Deloitte LLP; and visited our Ewloe and
Manchester offices, complying with
COVID-19 guidelines in place at the time,
which included socially distanced
meetings with various members of senior
management.
Financial StatementsStrategic ReportGovernance 76
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77
Nomination Committee Report
“The Nomination Committee is
responsible for reviewing the
structure, size and composition of
the Board and its Committees;
taking into account skills,
knowledge, experience and
diversity, and making
recommendations to the Board
with regard to any changes”
Robin Freestone
Chair of the Nomination Committee
2020 highlights
Achievements
Allocation of time
•
conducted comprehensive searches for:
• a CEO successor;
•
two new Non-Executive Directors and
Chair of the Remuneration Committee;
•
•
•
reviewed the size, structure and
composition of the Board and its
Committees;
reviewed the Group’s diversity and
inclusion strategy; and
continued to review talent within the
Group, with an increased focus on
succession planning and development at
the level below executive management.
14% Committee updates
51% Succession planning and development
22% Review of Committee effectiveness
and structure
14% Diversity and inclusion
Committee members and
meetings attended
Board members
Robin Freestone
Sally James
Sarah Warby
Supriya Uchil1
James Bilefield2
Andrew Fisher3
Meeting
attendance
3/3
3/3
3/3
2/2
2/2
2/2
1 Supriya Uchil joined the Board on 1 March 2020.
2
James Bilefield joined the Board on 1 May 2020.
3 Andrew Fisher resigned as Director on 7 May 2020.
Number of meetings of
the Nomination Committee
3
Dear Shareholder
As Chair of the Nomination Committee, I am
pleased to present the Nomination
Committee’s report for the year ended
31 December 2020. I have set out below our
role and activities in reviewing the Board’s
size, structure and composition, including the
recommendation of appointment of a new
CEO and two Non-Executive Directors,
reviewing succession and development plans
for the Board and executive management,
and overseeing the Group’s diversity and
inclusion strategy.
The Board supports the recommendations of
the Hampton-Alexander Review on gender
diversity and the Parker Review on ethnic
diversity. The Board has achieved the
minimum recommended composition; this
currently stands at five female Directors
(63%) and includes one recently appointed
Non-Executive Director from an ethnic
minority background.
The Nomination Committee plays a key role
supporting the Board within the Governance
Framework in reviewing the composition of
the Board and its Committees. This includes
an assessment of whether the balance of
skills, experience, knowledge and
independence of the Board is appropriate to
enable it to operate effectively. The
Committee also assisted the Board in its
consideration of conflicts of interest and
independence issues. No conflicts of interest
or independence issues were identified as a
result of this activity.
Talent development
We recognise the importance of developing
our people and, as such, the talent pipeline
within our business remains a key focus for
the Committee. Our senior leadership
population is a source of future executive
talent, with three members of our Executive
Team, Harvinder Atwal, Katherine Bellau and
David Halsey, progressing through this route.
Our LEAD Programme, launched in April
2020, is one of the key investments we are
making into developing senior leadership
over the next two to three years. LEAD is a
12-month programme, resulting in each
participant gaining the CMI Level 5
Qualification in Management and Leadership.
In response to COVID-19, the programme
was moved from a classroom-based
programme to full remote delivery in order to
prevent any delays to its launch.
Quick facts
• All members of the Committee in
2020 were independent Non-
Executive Directors, with the
exception of Robin Freestone (who
was independent on appointment).
• Only members of the Committee
have the right to attend Committee
meetings. Other individuals such as
the CEO, the Chief People Officer,
senior management and external
advisers may be invited to attend
meetings as and when appropriate.
• The Committee’s Terms of Reference
were updated in November 2020
and are available on the Investor
section of the Group’s website at
http://corporate.moneysupermarket.
com
In 2020, we:
•
reviewed the composition of the Board,
including the balance of skills, knowledge
and experience, taking into account the
experience and understanding of our
stakeholder groups;
conducted a search for, considered and
recommended to the Board the
appointment of a new CEO, Non-Executive
Director and Non-Executive Director with
the role of Remuneration Chair;
reviewed progress made against the
Board Diversity Policy, including a target of
33% female representation and a target of
one Director from an ethnic minority
background by 2024;
reviewed the pipeline of top talent to run the
business, particularly at the level below
executive management, with presentations
from executive management which also
included updates on diversity plans for their
areas of the business;
considered and recommended to the
Board the re-election of all Directors at
the 2021 Annual General Meeting; and
reviewed and updated the Committee’s
Terms of Reference conflicts of interest
and the register of Directors’ conflicts of
interest.
•
•
•
•
•
Financial StatementsStrategic ReportGovernance 78
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79
Nomination Committee Report continued
Diversity and inclusion
As described earlier in this report, the Board
and Committee continue to drive the agenda
of diversity and inclusion across the Group
and are proud of the progress made,
especially in respect of female representation
on the Board and Executive Team of 63% and
40% respectively. A breakdown by gender of
the number of persons who were Directors
of the Company, senior managers (as defined
in the 2018 Code and Companies Act 2006),
and other employees is set out opposite. To
reflect the Group’s continued focus on this
area, diversity and inclusion, including
progress against our diversity strategy, has
been added as a standing agenda item for all
Nomination Committee meetings.
The Board’s Statement on Diversity is as
follows:
“The Board recognises the importance of
diversity in its broadest sense as one of the
key drivers of Board effectiveness. Diversity
encompasses diversity of perspective, insight,
experience, educational and professional
background, and personal demographics
such gender identity, race and ethnicity, age,
disability, neurodiversity, social mobility and
sexual orientation.
Diverse membership of the Board supports
better decision making and reduces the risk
of groupthink by providing different
viewpoints, ideas and challenges.
The Board supports the recommendations of
the Hampton-Alexander Review on gender
diversity and the Parker Review on ethnic
diversity. The Board has achieved the
recommended composition and is
committed to maintaining at least 33%
female Board membership and a minimum
of one Director of an ethnic minority
background. At the same time, the
Nomination Committee will keep under
review and evaluate, on behalf of the Board,
its balance to ensure that it has the
appropriate mix of skills, experience,
independence and knowledge to ensure their
continued effectiveness.
As at the review date of this statement, the
Board had a total of eight Directors. The skill
set of the Non-Executive Directors includes
financial, economic, financial services,
banking, digital, technology, communications
and consumer expertise.
All appointments to the Board will be made
on merit and against objective criteria. The
process will take into account suitability for
the role, the Board composition, its balance
and the required mix of skills, background
and experience, including a consideration of
all aspects of diversity. Other relevant
matters will also be taken into account, such
as independence, subject matter knowledge
and the ability to fulfil required time
commitments. Combined, this will form part
of the role specification for all Board
recruitment.
Prior to making any recommendations for
appointment to the Board, the Nomination
Committee will consider suitably qualified
candidates for Non-Executive Director roles
from as wide a pool as appropriate and
whose skills and experience will add value to
the Board.
The Nomination Committee will work with
executive search consultants who
understand and agree with the Group’s
approach to diversity and inclusion, including
this Board Diversity Statement, and will
consistently apply it when identifying and
proposing suitable candidates.
In 2020 the Group has become an official
signatory of the Race at Work Charter, a
public commitment to prioritising action on
race equity, as part of the Group’s Race
Equity Plan. The Charter requires us to do
five things:
• appoint an Executive Sponsor for race;
capture ethnicity data and publicise
•
progress;
• board level commitment to zero tolerance
of bullying and harassment;
• making clear that supporting equality is
the responsibility of all leaders and
managers; and
supporting career progression of
employees from an ethnic minority
background.
•
The Board has committed that all allegations
of racial bullying or harassment will be taken
seriously, managed consistently and in line
with the Group’s Anti-Bullying and
Harassment Policy, with formal action taken
where necessary. Any material grievances will
be reported to the Audit Committee via the
whistleblowing report.”
Appointments to the Board
The Nomination Committee has a formal,
rigorous and transparent procedure for the
appointment of new Directors to the Board.
When the need to appoint a Director is
identified, we prepare a candidate profile
indicating the skills, knowledge and
experience required, taking into account the
Board’s existing composition and the relevant
experience and understanding of our
stakeholder groups. We engage external
executive search consultants and consider
the gender, nationality, educational and
professional background of candidates, as
well as individual characteristics which will
enhance diversity of thinking on the Board.
Suitable candidates are interviewed by
Committee members.
We give careful consideration to ensure
proposed appointees have enough time
available to devote to the role and that the
balance of skills, knowledge and experience
on the Board, with regard to experience and
understanding of our stakeholder groups, is
maintained.
When the Nomination Committee has
identified a suitable candidate, we then make
a recommendation to the Board with the
Board making the final decision.
We followed the procedure outlined above
for the search for the new CEO and Non-
Executive Directors, engaging Russell
Reynolds and Korn Ferry International as
external executive search consultants for the
appointment of the CEO and the
appointment of the Non-Executive Directors.
Russell Reynolds and Korn Ferry are both
signatories to the Voluntary Code of Conduct
for Executive Search Firms on gender
diversity and best practice and have no other
connection with the Company. Neither of the
search consultants have any other
relationship with the Company or individual
Directors. The Committee briefed the search
consultants on our diversity expectations,
and we considered and interviewed a wide
and diverse range of candidates for each
role. The Board was unanimous in its
decision to appoint Peter Duffy as CEO and
Supriya Uchil and James Bilefield as Non-
Executive Directors.
“Moneysupermarket
Group is number 2 on
the FTSE 250 ranking for
gender balance on Board
and in Leadership”
The Hampton-Alexander Review 2019, figures as at
30.06.2019.
Gender Diversity % as at 31 December 2020
Group
Senior Leadership Group
44%
41%
■ Female ■ Male
■ Female ■ Male
Board Diversity % as at 31 December 2020
Gender split
Ethnic minority background split
63%
13%
■ Female ■ Male
■ Ethnic minority background
Group Employees
339 444
Female
Male
Board
5 3
Female
Male
Senior Leadership
10 14
Female
Male
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
81
Nomination Committee Report continued
Case Study:
CEO Succession
One of the key activities during the year was the Committee’s search
for a new CEO. This process was led by the Chair of the Board.
A summary of the process overseen by Robin Freestone is set out
below.
A key factor in the CEO succession plan was the importance of
retaining the cultures within the Group. The Committee was clear that
as part of the recruitment process, due consideration had to be given
to the suitability of the candidate to continue to build on the
Company’s purpose, values and culture. The Board approved the role
specification and the Committee provided regular feedback to the
Board during the recruitment process. Extensive references were
sought in respect of the preferred candidates, from investors, peers
and companies they had worked for. It was after careful consideration
that the Committee recommended the appointment of Peter Duffy as
CEO.
1
2
3
4
5
6
7
8
9
Production of a detailed candidate brief and role
specification
Review of external search providers
Selection and appointment of Russell Reynolds
The Chair provided a detailed brief to Russell
Reynolds on the candidate brief and role
specification
Regular update meetings were held between the
Chair and Russell Reynolds, with regular updates
provided to the Committee
The Committee reviewed the long list and
selected candidates to proceed to the short list
stage
All shortlisted candidates met with each Board
member on a one-to-one basis
Extensive external referencing was sought, and
individual Director feedback was discussed and
considered by the Committee
Preferred candidate selected
10
The Committee made its recommendation to
the Board
Nomination Committee
effectiveness
In 2020, we carried out an internal evaluation
of Nomination Committee effectiveness which
involved the completion of a questionnaire,
with the results being analysed and presented
at a Committee meeting for discussion.
The Committee determined it continues to
be effective in fulfilling its role and remains
independent. In response to required actions
identified in the 2019 evaluation, the
Committee has put in place emergency
succession planning for the Chair. In early
2021, SCT Limited will also carry out an
effectiveness review as part of the externally
facilitated Board evaluation process.
Overview of Committee activities
for 2021
Succession planning has been an area of
focus for the Committee in 2020. This focus
will continue into 2021. As part of this
process, the Nomination Committee will
review the composition and tenure of the
Board noting that Sally James, our longest
serving Non-Executive Director, will have
served on the Board for nine years in 2022.
The Committee will also review the talent
pipeline within the business as part of its
broader review of management succession
planning.
The Committee will also contribute to the
external evaluation of the Board focusing on
the Board’s composition and diversity and
how effectively the Board members work
together to achieve objectives.
This report was approved by the Board and
signed on its behalf by:
Robin Freestone
Chair of the Nomination Committee
17 February 2021
Director conflicts and
independence
The Committee conducted its annual review
of individual Director conflict authorisation as
recorded in the Conflicts of Interest Register
in October 2020. Additionally, the Board and
Committee considers conflicts of interest at
every meeting.
The Conflicts of Interest Register sets out any
actual or potential conflict of interest
situations which a Director has disclosed to
the Board in line with their statutory duties.
When reviewing conflict authorisations, the
Committee considers any other appointments
held by the Director as well as the findings of
the Board effectiveness review. Following the
review, the Committee recommended to the
Board that each conflict authorisation
remained appropriate.
The independence of the Non-Executive
Directors is formally reviewed annually by the
Nomination Committee. The Nomination
Committee and Board consider that there
are no business or other circumstances that
are likely to affect the independence of any
Non-Executive Directors and that all
Non-Executive Directors continue to
demonstrate independence. In accordance
with the 2018 UK Corporate Governance
Code, all of the Directors will retire at this
year’s AGM and submit themselves for
appointment or reappointment by
shareholders. Each of the Non-Executive
Directors seeking reappointment are
considered to be independent in judgement
and character.
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
83
Audit Committee Report
“The Audit Committee plays a key
role in monitoring the integrity of
the Group’s financial reporting,
reviewing the material financial
reporting judgements and
assessing the internal control
environment”
Committee members and
meetings attended
Board members
Caroline Britton
Sally James
Sarah Warby
Supriya Uchil1
James Bilefield2
Meeting
attendance
5/5
5/5
5/5
4/4
4/4
1 Supriya Uchil joined the Board on 1 March 2020.
James Bilefield joined the Board on 1 May 2020.
2
Number of meetings of
the Audit Committee
5
Caroline Britton
Chair of the Audit Committee
•
reviewing and monitoring the external
auditor’s independence and objectivity
and the effectiveness of the audit process,
taking into consideration relevant UK
professional regulatory requirements;
• developing and implementing a policy on
the level, amount and pre-approval of
non-audit services provided by the
external auditor;
• advising the Board on the appointment,
reappointment and removal of the
external auditor and the remuneration
and terms of engagement of the external
auditor;
• monitoring the effectiveness of the
Group’s internal control and risk
management systems, including
whistleblowing and fraud controls;
•
•
reviewing the scope, activities and results
of the Group’s Internal Audit function;
reviewing the Audit Committee’s Terms of
Reference, carrying out an annual
performance evaluation exercise and
noting the satisfactory operation of the
Committee; and
•
reporting to the Board how it has
discharged its responsibilities.
Dear Shareholder
I am pleased to share the Audit Committee’s
report for the year ended 31 December
2020. I have set out our role and activities in
ensuring appropriate challenge and
governance around accounting treatment
and the internal control environment, and
ensuring that the Annual Report as a whole is
fair, balanced and understandable.
Role
The primary role of the Audit Committee is to
ensure the integrity of the financial reporting
and audit processes and monitor the
effectiveness of the Group’s internal control
and risk management systems. This includes:
• monitoring the integrity of the Financial
Statements of the Company, discussing
formal announcements relating to the
Company’s financial performance and any
significant issues and judgements
contained in them;
•
reviewing the Group’s Financial
Statements and the material financial
reporting judgements contained in them;
• advising the Board on whether the
Committee believes this Annual Report
and the Financial Statements contained
within it, when taken as a whole, are fair,
balanced and understandable and
provide the information necessary for
shareholders to assess the Group’s
position and performance, business
model and strategy;
2020 highlights
•
•
•
focussed on financial reporting,
including the processes in place to
ensure the Annual Report & Accounts
is fair, balanced and understandable;
considered the impact of COVID-19 on
key accounting judgements;
reviewed the effectiveness of external
and internal audit processes and the
effectiveness and appropriateness of
our system of internal controls;
•
considered and approved the Group’s
tax strategy for publication;
• oversaw the review of the Group’s
Whistleblowing Framework, expanding
reporting to capture microaggressions
as part of our broader Diversity and
Inclusion strategy;
•
reviewed and strengthened going
concern process in line with revised
auditing standards;
• oversaw the Internal Audit team’s
review of the Group’s information
security management controls;
• approved the Internal Audit Charter;
•
•
reviewed Audit and Non-Audit Fees
(including review of controls over
Non-Audit Work and Policy);
recommended the reappointment of
the External Auditor;
• oversaw continued improvements in
Internal Reporting to the Committee;
and
Allocation of time
32% Financial Management and Results
7% Governance
16% External Audit
7% Tax
•
reviewed Tax and Treasury Policies.
27% Internal Audit and Controls
8% NED Session with auditors
3% Miscellaneous
The Committee, and its individual members,
act in a way that we consider is most likely to
promote the success of the Company for the
benefit of its members as a whole, including
shareholders, as set out in s.172 of the
Companies Act 2006. This ensures that the
interests of our shareholders and broader
stakeholders, are properly considered and
reflected in the decision-making processes.
Additional information on how the Board and
Audit Committee have considered
stakeholders in their decision making can be
found on pages 67 to 69.
Financial Statements and reports
The Committee is responsible for reviewing
the appropriateness of the Group’s half-year
reporting and annual Financial Statements.
We do this by considering, among other
things: the accounting policies and practices
adopted by the Group; the correct
application of applicable reporting standards
and compliance with broader governance
requirements; the approach taken by
management to report the key judgemental
areas of reporting; and the comments of the
external auditor on management’s chosen
approach.
Quick facts
• All members of the Committee in 2020 were independent Non-Executive Directors.
• The Chair of the Committee has recent and relevant financial experience as required
by the 2018 Code. As a whole, the Committee has competence relevant to the sector
in which the Company operates through the collective digital, financial services and
customer experience of Supriya Uchil, Sarah Warby, Caroline Britton, James Bilefield
and Sally James.
• Only members of the Committee have the right to attend Committee meetings.
Other individuals such as the Chair of the Board, CEO, CFO, Chief Risk Officer,
Director of Internal Audit, Group Finance Director, Group Financial Controller,
General Counsel and Company Secretary, other members of senior management,
representatives from the External Auditor and other external advisers may be invited
to attend meetings as and when appropriate.
• The Committee regularly holds private discussions with the Director of Internal Audit
and the External Auditor separately, without executive management present.
• The Committee Chair regularly holds separate meetings with the CFO, the Director of
Internal Audit, the External Auditor and with Committee members outside the
meetings to better understand any issues or areas for concern.
• The Committee’s Terms of Reference were updated in January 2020 and are available
on the Investor section of the Group’s website at http://corporate.
moneysupermarket.com
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
85
Audit Committee Report continued
One of the Committee’s key roles is to advise the Board that it is satisfied that the Annual Report and Accounts are fair, balanced and understandable,
and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. In doing so, we
ensure that management’s disclosures reflect the supporting detail or challenge them to explain and justify their interpretation and, if necessary,
re-present their position. The External Auditor supports and challenges this process, in the course of its statutory audit, by auditing the accounting
records of the Company against agreed accounting practices, relevant laws and regulations. We are pleased to advise the Board that the 2020 Annual
Report and Accounts are fair, balanced and understandable and that the Directors have provided the necessary information for our shareholders to
assess the Company’s position, prospects, business model and strategy. Our review process is described in further detail on page 85.
In 2020, we:
•
reviewed the long-term viability statement made on page 34, in particular the maintenance of the three-year term, prior to making a
recommendation to the Board;
•
•
•
•
•
•
•
reviewed the basis of preparation of the financial statements as a going concern as set out in the accounting policies, considering the
requirements of the revised auditing standard and challenging the treatment of COVID-19 in the assessment;
reviewed the 31 December 2019 Annual Report and Financial Statements and the half-year statement to 30 June 2020, together with
reports from the external auditors;
reviewed the key accounting judgements effected by COVID-19, including revenue recognition and impairment testing of assets;
considered Internal Audit reports and satisfied ourselves that management had resolved or was in the process of resolving any outstanding
issues or actions;
reviewed and approved the approach for the Internal Audit plan for 2020-21;
reviewed the quality and effectiveness of Internal Audit and the effectiveness of current co-source arrangements;
reviewed and challenged management’s judgements in respect of variable future consideration for new insurance contracts;
• oversaw the transition in the Group’s segmental reporting, ensuring it aligned to the way the business is managed. The Committee
assessed and challenged the cost allocations and assumptions to ensure the segments accurately reflected the costs directly attributable
to Verticals and those which are shared across the Group. In considering this, the Committee also took into account the needs of external
stakeholders in understanding the performance of the Group;
• monitored the changing control landscape, including considering management’s assessment of readiness for the recommendations of the
Brydon review;
•
considered management’s and Internal Audit’s assessment of the effectiveness of key fraud and high dependency controls during remote
working, in particular improvements made to the documentation and evidence of controls;
• examined key points of disclosure and presentation to ensure adequacy, clarity and completeness of the Financial Statements; and
•
reviewed the Committee’s Terms of Reference to align with the 2018 Corporate Governance Code.
Significant financial statement reporting issues
We identified the issues below as being significant in the context of the 2020 Financial Statements. We consider these areas to be significant taking into
account the level of materiality and degree of judgement exercised by management. We discussed the issues in detail to ensure that the approaches
taken were appropriate. This included reviewing presentations and reports from both management and the external auditor.
Issue
Committee review
Revenue recognition: revenue accrual
As more fully described on pages 113 and 138, the
majority of the Group’s revenue is derived from
success-based commercial deals which reward the
Group for each product sold by a provider to a
customer referred to it by the Group. The Group
recognises this revenue at the point at which a
customer leaves one of the Group’s websites, based
on the number expected to click through and
purchase a product from a provider site.
We reviewed and assessed management’s key controls in relation to the recording
of revenue which include:
(a) a completeness check which is performed by reconciling all ‘click’ activity on the
website and ensuring that an invoice has been raised, or revenue has been
accrued, where appropriate;
(b) a review to compare accrued revenue at the end of the previous month and
actual revenue invoiced during the following month, with significant differences
investigated to provide evidence that revenues are correctly stated;
(c) controls monitoring the ongoing appropriateness of judgements around
variable consideration; and
(d) a programme of revenue assurance by the Group’s Internal Audit Function.
The revenue assurance work helps provide us with assurance that revenues are
correctly stated by reviewing provider systems and controls to ensure that sales
made by providers resulting from referrals made by the Group have been correctly
identified and allocated in the provider systems. In addition, management regularly
reviews the quantum and ageing of any accrued revenue balances. Revenue
assurance audits reference the Group’s information system which records the
clicks, together with the reconciliation of revenue to cash receipts. The results of
KPMG’s testing are included in the first-half and full-year reports prepared for the
Committee. The Committee reviews the reports in detail and discusses with the
external auditors.
Capitalisation of software and
development costs
As more fully described on pages 135 to 136 of the
Group’s Financial Statements, the Group holds
intangible asset balances arising from the capitalisation
of certain software and development costs principally
relating to developments in the Group’s front-end
platforms and back-office data warehouse.
The judgements in relation to software and development assets largely relate to the
future economic benefits associated with the assets and confirm that capitalisation
is in accordance with the relevant accounting standards. We assessed the
operation of key financial controls operated relating to investment appraisal,
capitalisation and ongoing monitoring of intangible assets and we were comfortable
with their integrity as reported by management. Sample testing was also conducted
by the Internal Audit team on the related controls as part of that core assurance
programme. We are also reassured by the fact that business plans in relation to the
capitalised assets have received Board approval.
We also reviewed and considered the following areas due to their materiality and the application of judgement. In particular, considering the
impact of COVID-19 given its effect on the wider economic market conditions. However, following review, we still considered them to be stable
in nature and therefore did not classify them as significant issues in the context of the 2020 Financial Statements.
Issue
Committee review
Intangible assets impairment testing We reviewed the judgements, assumptions and estimates made by management in preparing the
Revenue recognition
Going concern and viability
statements
impairment review to ensure that they were appropriate. We also obtained the external auditors’ views
on the appropriateness of the approach and conclusions. The results of this review were that we were
satisfied with the conclusions reached.
We reviewed and challenged the judgements, assumptions and estimates made by management
regarding variable consideration under new and existing contracts. We also obtained the external
auditors’ views on the appropriateness of the approach and conclusions. The results of this review
were that we were satisfied with the conclusions reached.
In assessing the validity of the statements detailed on pages 34 to 35, we reviewed and obtained the
external auditors’ views on the work undertaken by management to assess the Group’s resilience to
the Principal Risks under various scenarios and gained appropriate assurance that sufficient rigour was
built into the process.
Fair, balanced and
understandable Annual Report
and Accounts
One of the key governance requirements is
for the Annual Report and the Financial
Statements, taken as a whole, to be fair,
balanced and understandable and to provide
the information necessary for shareholders
to assess the Group’s position and
performance, business model and strategy.
Ensuring this standard is met requires
continuous assessment of the financial
reporting issues affecting the Group, in
addition to the focused exercises which take
place during the production of the Annual
Report and Financial Statements. These
focused exercises can be summarised as
follows:
• a qualitative review of disclosures and a
review of internal consistency throughout
the Annual Report and Financial
Statements;
• a review by the Committee of all material
matters, as reported elsewhere in this
Annual Report and Financial Statements;
• a risk comparison review, which assesses
the consistency of the presentation of
risks, and significant judgements
throughout the main areas of risk
disclosure in this Annual Report and
Financial Statements;
• a review of the balance of good and bad
• evaluated the independence and
news; and
• ensuring it correctly reflects:
– the Group’s position and performance
as described on pages 30 to 34;
– the Group’s business model, as
described on pages 18 to 19; and
– the Group’s strategy, as described on
pages 20 to 22.
The Directors’ statement on a fair, balanced
and understandable Annual Report and
Financial Statements is set out on page 111.
External auditor
The Committee is responsible for making
recommendations to the Board in relation to
the appointment of the external auditor. We
also approve the terms of engagement and
fees of the external auditor, ensuring they
have appropriate audit plans in place and
that an appropriate relationship is
maintained between the Group and the
external auditor.
In 2020, the Committee:
•
reviewed, considered and agreed the
scope and methodology of the audit work
to be undertaken by the external auditor;
objectivity of the external auditor, having
regard to: (a) a report from the external
auditor describing their arrangements to
identify, report and manage conflicts of
interest; (b) the extent and nature of
non-audit services provided by the
external auditor; and (c) considering the
tenure of the audit partner, who is
required to rotate every five years in line
with ethical standards;
• assessed the effectiveness of the external
auditor and made a recommendation to
the Board on the reappointment of KPMG
as the external auditor;
• oversaw the transition to the new audit
partner;
• agreed the terms of engagement and fees
to be paid to the external auditor for the
audit of the 2020 Financial Statements;
and
•
reviewed recommendations made by the
external auditor in their management
letters and the adequacy of
management’s response.
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
87
Audit Committee Report continued
Independence and non-audit
services
There are policies and procedures in place in
relation to the provision of non-audit services
by the external auditor which are reviewed
regularly. This ensures that the Group
benefits in a cost-effective manner from the
cumulative knowledge and experience of its
auditor, whilst also ensuring that the auditor
maintains the necessary degree of
independence and objectivity. The external
auditor is not permitted to perform any work
which they may later be required to audit, or
which might affect their objectivity and
independence or create a conflict of interest.
Key points from our internal procedure for
approval of work given to the external auditor
are:
• no non-audit work may be placed with the
external auditor without the specific
approval of the Audit Committee;
• any approved non-audit services must be
in line with the cap limits introduced by
EU legislation (as referred to below);
•
•
the non-audit fees are reported regularly
to the Committee; and
various services are prohibited, including
the provision of most types of tax services,
valuation services, appraisals or fairness
opinions, outsourcing of Internal Audit
services, management functions,
recruitment services and legal services.
During the year, the value of non-audit
services provided by the external auditor
amounted to £0.05m (2019: £0.04m).
Non-audit services amounted to 12% of the
value of the audit. EU legislation on permitted
non-audit services came into effect from
17 June 2016 which introduced a permitted
non-audit services fee cap of 70% of the
average audit fee over a consecutive
three-year period. This cap came into effect
for the Group in the financial year ending
31 December 2020. The non-audit services
during 2020 and 2019 related to the review
of the Group’s half-year reporting, which is
not part of the audit fee cap.
The assurance provided by the external
auditor on this item is considered by the
Group as strictly necessary in the interests of
the Group. The non-audit services offered
reflects the auditor’s knowledge and
understanding of the Group. The Group has
also continued with the appointment of other
accountancy firms to provide certain
non-audit services to the Group in
connection with internal audit, tax, systems
and regulatory advice and anticipates that
this will continue in 2021.
The external auditor was not engaged during
the year to provide any services which may
have given rise to a conflict of interest. The
Committee is satisfied that the overall levels
of audit and non-audit fees are not material,
relative to the income of the external auditor
as a whole, and therefore that the objectivity
and independence of the external auditor
was not compromised.
External audit effectiveness
The Committee considered the quality and
effectiveness of the external audit process, in
light of the FRC’s Audit Quality Practice Aid for
Audit Committees (May 2015). We worked
with KPMG to understand their judgements
about materiality and looked at the way they
communicated key accounting and audit
judgements. This approach was
supplemented by members of the
Committee completing a detailed
questionnaire. The questionnaire evaluated
the overall effectiveness of the external
auditor including the audit partner’s and his
team’s approach, communication,
independence, objectivity, and reporting. The
results of the questionnaire were then
reported to and discussed by the Committee.
We also assessed the audit fees proposed by
KPMG. We reported our findings to the Board
as part of our recommendation.
The assessment of effectiveness was
completed as part of an ongoing process of
review throughout the year, with the Audit
Committee seeking assurances and
understanding of the auditor’s approach to
the audit. At the planning meetings for the
half-year review and year-end audit, the
external auditor was required to explain their
understanding of significant risks to audit
quality, by reference to the Company’s
specific circumstances and changes in the
risks and reasons for those changes. We
explored the auditor’s understanding of our
business and industry knowledge which
informed their approach to identifying risks.
The Committee held private meetings with
the external auditor as necessary after
Committee meetings to review key issues
within their sphere of interest and
responsibility.
Reappointment of the external
auditor
KPMG has acted as the auditor to the Group
since 2004 and was appointed as the auditor
to the Company on its flotation in 2007. The
lead audit partner rotates every five years to
ensure independence. The KPMG audit
partner, Stuart Crisp, rotated off the audit on
30 April 2020, in accordance with the FRC’s
Ethical Standard 3 (Revised). The Committee
approved the appointment of the new audit
partner, Suvro Dutta, who has led the audit
for 2020.
Following a formal competitive tender
exercise during 2016, in relation to the audit
for the Group for the year ended
31 December 2017, the Board approved the
Audit Committee’s recommendation to put a
resolution to shareholders at the 2017
Annual General Meeting to reappoint KPMG,
which shareholders subsequently approved.
We have therefore complied with the
requirement to ensure the external audit
contract is tendered within the ten years
prescribed by EU and UK legislation and the
Code’s recommendation. We confirm we
have complied with the provisions of The
Statutory Audit Services for Large Companies
Market Investigation (Mandatory use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014.
Since KPMG’s reappointment, we have
considered further the length of KPMG’s
tenure and the results of the detailed
questionnaire when assessing their
continued effectiveness and independence.
We continue to remain satisfied with the
work of KPMG and that it continues to remain
independent and objective. In accordance
with ISAs (UK) 260 and Ethical Standard 1
issued by the Financial Reporting Council,
and as a matter of best practice, the external
auditor has confirmed its independence as
auditor of the Company, in a letter addressed
to the Directors.
Internal control
The Committee is responsible for monitoring
and reviewing the effectiveness of the
Group’s internal control and risk
management systems. Through monitoring
the effectiveness of its internal controls and
risk management, the Committee is able to
maintain a good understanding of business
performance, key judgemental areas and
management’s decision-making processes.
Risk Committee
The Group has a separate Risk Committee
which is chaired by Sally James. The Risk
Committee operates separately but alongside
the Audit Committee. A separate report of
the work and responsibilities of the Risk
Committee is set out on pages 88 to 90. The
Group also has a separate Risk & Compliance
function, headed by the Chief Risk Officer.
Audit Committee effectiveness
In 2020, we carried out an internal evaluation
of Audit Committee effectiveness which
involved the completion of a questionnaire,
with the results being analysed and
presented at a Committee meeting for
discussion. The Committee determined it
continues to be effective in fulfilling its role
and remains independent. In response to
actions identified in the 2019 evaluation, the
Committee has put in place emergency
succession planning for the Chair. In early
2021, SCT Limited will also carry out an
effectiveness review as part of the externally
facilitated Board evaluation process.
Overview of Committee activities
for 2021
Our priorities for 2021 will be:
• monitoring completion of the Finance
Data Programme and assessing post-
programme controls effectiveness, in
particular for revenue risk;
continued focus on assurance over the
Group’s Information Security controls;
• enhancing reporting measures on Internal
•
Audit impact and effectiveness; and
• overseeing management’s preparations
and responses to the changing control
landscape, including the Brydon review.
This report was approved by the Board and
signed on its behalf by:
Caroline Britton
Chair of the Audit Committee
17 February 2021
In 2020, the Committee:
•
reviewed the framework and effectiveness
of the Group’s system of internal control
and risk management, including financial,
operational and compliance controls;
•
•
•
•
received regular updates from
management and Internal Audit on
internal control improvements including
adoption by Decision Tech, as well as
resilience of key financial fraud and
operational controls in light of COVID-19
risks;
reviewed reports from the external
auditor, KPMG, of the results of its
controls testing as part of the external
audit;
• assessed the framework of internal
control and risk management to ensure
that it was compliant with the Senior
Manager and Certification Regime; and
•
reported to the Board on our evaluation
of the operation of the Group’s internal
control and risk management systems,
informed by reports from Internal Audit
(including PwC) and KPMG.
We consider the adequacy of management’s
response to matters raised and the
implementation of recommendations made.
The Board’s statement on internal control and
risk management can be found on page 72.
Internal Audit
The Group has an Internal Audit function
which, together with the PwC co-source
arrangement, delivers a risk-based internal
audit plan to provide independent assurance
over the Group’s key risks. The Audit
Committee meets with the Director of
Internal Audit without management present
on an annual basis. In addition, the Director
of Internal Audit meets separately with the
Chair of the Committee to discuss internal
audit objectives.
In 2020, we:
•
continued to oversee our Internal Audit
function, ensuring it has the right
expertise and experience to provide
effective challenge throughout the
organisation;
• measured the effectiveness and value of
the function through metrics and
assessments, including with reference to
the IIA Code of Practice;
•
reviewed and approved the Internal Audit
Charter;
reviewed the rolling 12-month Internal
Audit plan for appropriate risk coverage,
including quarterly in-year updates for any
changes;
considered the different sources of
assurance against the Group’s key risks to
ensure there is comprehensive risk and
assurance coverage;
• agreed and monitored the balance of
audit focus across strategic, operational,
third-party and core assurance areas, with
particular focus for 2020 on Information
Security;
•
•
•
considered risks as triggered by the
COVID-19 pandemic and received
additional assurance from Internal Audit
on continued effectiveness of relevant key
controls in-year, as well as the Group’s
response to the pandemic;
reviewed results from audits carried out
including any unsatisfactory audit findings
and related action plans, as well as
consideration of root causes such as
cultural issues;
reviewed open audit actions, together
with monitoring progress against the
actions; and
• agreed the plan and received summary
reports on the progress of the Revenue
Assurance function.
Whistleblowing
The Group has established procedures by
which all employees may, in confidence,
report any concerns. Our whistleblowing
process sets out the ethical standards
expected of everyone that works for and with
us, and includes the procedures for raising
concerns in strict confidence. Our workforce
can raise concerns through their manager,
senior management and through our
confidential and independent whistleblowing
helpline. All investigations are carried out
independently with findings being reported
to the Audit Committee.
The Board, as a whole, monitors and reviews
the effectiveness of the Group’s
whistleblowing arrangements annually, to
ensure that it has sufficient oversight of
whistleblowing to support its work on culture,
risk and stakeholder engagement. The Audit
Committee receives reports on investigations
and all significant whistleblowing matters are
reported directly to the Board. The Board has
reviewed the whistleblowing arrangements
and is satisfied that they are effective,
facilitate the proportionate and independent
investigation of reported matters and allow
appropriate follow-up action to take place.
Financial StatementsStrategic ReportGovernance 88
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
89
Risk Committee Report
“The Risk Committee is
responsible for overseeing the
Group’s risk management
framework, ensuring that risks
are appropriately identified,
managed and mitigated, and
advising the Board on risk
appetite, strategy
and culture”
Sally James
Chair of the Risk Committee
Committee members and
meetings attended
Board members
Sally James
Sarah Warby
Caroline Britton
Andrew Fisher1
Supriya Uchil2
James Bilefield3
Meeting
attendance
3/3
3/3
3/3
2/2
2/2
2/2
1 Andrew Fisher resigned as Director on 7 May 2020.
2 Supriya Uchil joined the Board on 1 March 2020.
James Bilefield joined the Board on 1 May 2020.
3
Number of meetings of
the Risk Committee
3
Dear Shareholder
As Chair of the Risk Committee, I am pleased
to present the Risk Committee’s report for
the year ended 31 December 2020. I have set
out our role and activities in overseeing the
Group’s risk management framework,
ensuring risks are appropriately identified,
managed and mitigated, and advising the
Board on risk appetite, strategy and culture.
The Risk Committee maintains close links
with the Audit Committee, with the Chair of
each Committee being a member of the
other. This cross-membership and liaison
between the Committees, on agenda items
and reports, facilitates effective linkage
between both Committees and ensures that
any matters relating to internal control and
financial reporting are considered in an
effective and timely manner. In addition, the
Chair of the Risk Committee is also a member
of the Remuneration Committee to enable
the consideration of risk when setting the
Group’s remuneration policy.
Role
The primary role of the Risk Committee is to
assist the Board in its oversight of risk
management within the Group. This includes:
• advising the Board on the overall risk
appetite, tolerance, strategy and culture;
• overseeing and advising the Board on the
current risk exposures and future risk
strategy;
• overseeing the application of the risk
management framework;
• overseeing conduct risk within the Group;
•
•
•
reviewing reports received from
management, the Risk & Compliance
function and, where appropriate, Internal
Audit or third parties on the identification,
management and mitigation of risks;
reviewing reports from the legal team in
relation to legal matters affecting the
Group;
receiving ‘deep dive’ updates into key risk
areas including cyber, data protection and
third-party risks;
• overseeing compliance with relevant legal
and regulatory requirements; and
•
considering and approving the remit of
the Risk & Compliance function and
ensuring it has adequate resources.
2020 highlights
• monitored reports from the Chief Risk
Officer and management on the Group
risk landscape, including
enhancements to the Group’s
compliance with the Senior Manager
and Certification Regime (‘SM&CR’) and
overseeing the Group’s response to
COVID-19 and the move to
homeworking;
• monitored and advised the Board on
the risks associated with the Group’s
current and future strategic priorities;
•
reviewed and assessed the
identification and management of the
Group’s business model risks;
• assessed the risks associated with the
Group’s oversight of third parties; and
Allocation of time
•
reviewed and updated the Group’s risk
acceptances.
•
continued to focus on technology and
data security risk and management’s
progress on improvements to cyber
security;
• oversaw management’s progress in
embedding enhanced data protection
processes and controls;
52% CEO and Exec Team Remuneration
14% LTIP
4% SAYE
25% Governance
5% Miscellaneous
Principal activities in 2020
The Committee has an annual schedule of
work, developed from its Terms of Reference,
with standing items that it considers at each
meeting, in addition to any specific matters
upon which the Committee has decided to
focus. This schedule of work is expected to
evolve to reflect the Group’s strategy and
changes to the economic and regulatory
environment in which the Group operates.
The Risk Committee receives regular reports
from the management team, the Chief Risk
Officer and the General Counsel and
Company Secretary.
In 2020, the Committee:
• monitored and reviewed the Group’s
response to COVID-19, the operational
impact of moving to homeworking and the
impact on the Group’s emerging and
principal risks and activities;
• updated and approved the Group Risk
Appetite Framework and Statement
following scenario analysis and
consideration by management, ensuring it
is aligned with the Group strategy;
•
•
received reports from management on
risks associated with the strategic
initiatives and received ad hoc reports
relating to new or emerging risks;
reviewed and assessed the identification
and management of the Group’s business
model risks;
• oversaw improvements in the
management of technology risks, with a
focus on cyber security;
•
•
received reports from the Executive team
on the Group’s risk acceptances, a new
process overseen by the Executive team;
received updates and oversaw
management’s actions in relation to the
implementation and embedding of the
SM&CR;
• oversaw and monitored the embedding of
enhanced data protection processes and
controls;
Quick facts
• All members of the Committee
in 2020 were independent
Non-Executive Directors.
• Only members of the Committee
have the right to attend Committee
meetings. Other individuals may be
invited to attend meetings as and
when appropriate, including the
Chair of the Board, CEO, CFO, Chief
Risk Officer, Head of Internal Audit
and the General Counsel and
Company Secretary, together with
appropriate members of the
management team with
responsibility for management of
key risks and the external auditor.
• The Committee regularly holds
private discussions with the Chief
Risk Officer, without executive
management present.
• The Committee’s Terms of Reference
are available on the Investor section
of the Group’s website at http://
corporate.moneysupermarket.com.
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91
Risk Committee Report continued
Directors’ Remuneration Report
•
•
•
reviewed, oversaw and received regular
progress updates on management’s
approach to third-party oversight through
the embedding of the Supplier
Management framework;
reviewed the conduct scorecards at each
meeting to ensure we are putting
customers at the heart of the business;
continued to enhance reporting of legal
matters and regulatory developments;
and
• oversaw compliance with evolving
regulation and interactions with our
regulators including the FCA, in particular
in relation to the General Insurance
Pricing Market Study.
Risk & Compliance
The Group has a Risk and Compliance
function, led by the Chief Risk Officer,
which reviews the Group’s risks and controls
together with the Group’s compliance with
the requirements of the various bodies
that regulate the Group’s activities. These
regulatory bodies include the CMA, the FCA,
the ICO, Ofgem (which operates a voluntary
code, relating to energy price comparison,
to which MoneySuperMarket subscribes)
and Ofcom (which operates a voluntary
code relating to telephone, broadband and
pay-TV price comparison to which Decision
Tech subscribes).
In 2020, the Committee:
•
reviewed and approved the Risk and
Compliance plan, which defines the scope
of the work that the function will
undertake including compliance
monitoring and assurance activities across
the Group – this included assurance
activities relating to FCA regulation and
compliance with GDPR, both internally
and in relation to key third parties which
support our business;
•
considered the updates against the Risk &
Compliance plan and results of the work
performed since the previous meeting
and management’s response; and
•
reviewed the resources of the Risk and
Compliance function.
Risk Committee effectiveness
In 2020, we carried out an internal evaluation
of Risk Committee effectiveness which
involved the completion of a questionnaire,
with the results being analysed and
presented at a Committee meeting for
discussion. The Committee determined it
continues to be effective in fulfilling its role
and remains independent. In response to an
action identified in the 2019 evaluation, the
Committee has enhanced processes on
communication of material matters between
meetings, including using the Risk and Audit
Committee agendas interchangeably, and
ensuring timely updates to the Committee of
material regulatory changes or material
issues. In early 2021, SCT Limited will carry
out an effectiveness review as part of the
externally facilitated Board evaluation
process.
Overview of Committee activities
for 2021
The management of operational and conduct
risks will continue to be our priority for 2021.
We will focus on management of risks
associated with the delivery of the strategic
initiatives and review the Group’s updated
business continuity arrangements. We will
oversee the ongoing embedding of enhanced
controls in respect of cyber security, data
privacy and third-party management. We will
also oversee the Group’s preparation for
upcoming regulatory developments, including
the FCA (General Insurance Pricing Market
Study, PCW Portfolio Supervisory Letter and
the Senior Management & Certification
Regime).
The Group recognises that regulation in
general, and in particular the activities of the
FCA, ICO, Ofgem and the CMA, will continue
to be a feature of the price comparison
market. The Group has invested, and will
continue to invest, in skills and resources in
this area in 2021.
This report was approved by the Board and
signed on its behalf by:
Sally James
Chair of the Risk Committee
17 February 2021
Remuneration
at a glance
As a Committee we ensure that our remuneration
framework continues to align with our Group strategy
How we performed in the year
Group revenue
Group adjusted EBITDA
Net promoter score
£344.9m
(2019: £388.4m)
£107.8m
(2019: £141.5m)
72(2019: 74)
How performance links to Executive Directors’ annual bonus
Group revenue
Group adjusted EBITDA
Net promoter score
A
£372m
B
£387m
C
£402m
A
£138m
B
£143m
C
£149m
A
74
B
75
C
76
A Threshold B Target C Maximum Achieved
Personal targets
Performance targets are set each year by the Remuneration Committee by reference to
factors such as the budget and strategic objectives for the year, progress against the prior
year and market expectations. Personal targets for 2020 included continued delivery of the
Group strategy, delivering the budget and our focus on delivery at pace across the Group.
See page 102
Total remuneration received by our Executive Directors
Salary
Taxable Benefits
Pension
Annual Bonus
LTIP/Other
£191,667
£5,296
£9,583
£374,933
£11,198
£73,520
£387,600
£14,127
£76,000
£0
£0
£0
£0
£206,546
£0
£459,651
£0
£477,727
Peter Duffy
CEO
Mark Lewis
Former CEO
Scilla Grimble
CFO
See pages 100 to 101
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
93
Remuneration Committee Report
“The Remuneration Committee’s
key responsibility is to determine
and apply the Remuneration
Policy to ensure it promotes the
delivery of our strategy and the
long-term success of the Group”
James Bilefield
Chair of the Remuneration Committee
Committee members and
meetings attended
Board members
James Bilefield1
Caroline Britton
Andrew Fisher2
Sally James
Supriya Uchil3
Sarah Warby
Meeting
attendance
3/3
5/5
3/3
5/5
4/4
5/5
1
James Bilefield was appointed as a Director on
1 May 2020.
2 Andrew Fisher stepped down as a Director on
7 May 2020.
3 Supriya Uchil was appointed as a Director on
1 March 2020.
Number of meetings of
the Remuneration Committee
5
Dear Shareholder
I am pleased to present the Directors’
Remuneration Report for the year ended
31 December 2020.
Our current Remuneration Policy was
approved by over 92% of shareholders at the
2020 AGM. A summary of the approved
Policy is set out on pages 95 to 98.
Pages 98 to 106 of this report constitute the
Annual Remuneration Report, summarising
the 2020 outcomes and how we intend to
operate the Policy in 2021. This will be
subject to an advisory vote at the
forthcoming Annual General Meeting.
I would like to thank my predecessor, Andrew
Fisher, for his hard work and leadership of the
Committee, and also thank the Committee
members for their engagement and balanced
judgement during an exceptional year.
2020 Remuneration Policy
Our reward philosophy remains unchanged;
a simple and transparent framework which
rewards our Executives based on the
financial and strategic performance of the
business, the value created for our
stakeholders, and for their individual
performance. We also recognise that investor
expectations around executive pay continue
to evolve, and we made a number of changes
to ensure we remain aligned with investor
expectations and the UK Corporate
Governance Code.
Pay for performance in 2020
Our 2020 annual bonus was payable for
performance in respect of stretching EBITDA,
revenue and strategic targets. However, our
business like many others has been adversely
impacted across our portfolio as a result of
the COVID-19 pandemic. As a Committee, we
decided not to reset these targets during the
year due to uncertainty on how the pandemic
would impact our business and for how long.
As described elsewhere in the Annual Report
and Accounts, the pandemic has impacted
the financial performance of the Group with
revenue decreasing by 11% to £344.9m and
adjusted EBITDA decreasing by 24% to
£107.8m. Both consumers and providers
were impacted across many of our channels
which resulted in the decrease compared to
2020 highlights
• obtained approval for a new
Remuneration Policy at the 2020 AGM
following a review of the executive
remuneration framework and
comprehensive shareholder
consultation;
• approved the remuneration
arrangements for the incoming CEO;
and
• determined the incentive outcomes for
the Executive Directors and Executive
team, after carefully considering the
impact of the COVID-19 pandemic on
the performance of the business, our
shareholders and the wider workforce.
2019. Due to this, both the threshold EBITDA
and revenue targets were not achieved and
therefore the outturn for this portion of the
annual bonus was zero. The threshold target
for customer satisfaction, using our external
net promoter score measure, was also not
achieved.
The Committee’s assessment of Scilla
Grimble’s performance against her personal
objectives (comprising a maximum of 20% of
the bonus) resulted in an outturn of 23% of
salary, reflecting a number of achievements
in the year. However, after reviewing
remuneration outcomes to ensure that they
are consistent with the overall performance
of the Group, taking into account the impact
of the COVID-19 pandemic on all of our key
stakeholders, the Committee used its
discretion to determine that no bonus would
be payable for 2020 for Scilla or any other
members of the Executive team. This was a
difficult decision for the Committee in view of
the excellent job Scilla and the wider
workforce have done, with the leadership
team adapting to lead the Group through
these difficult and unprecedented times,
ensuring employee safety and wellbeing was
at the forefront of their decisions. In line with
the terms of his appointment, Peter Duffy
waived his right to be eligible for an annual
bonus in respect of 2020.
Allocation of time
The 2018 LTIP award, which was based on a
combination of stretching compound annual
growth in adjusted EPS and comparative
total shareholder return targets, will vest at
only 4% of the maximum based on
performance over the three-year
performance period to 31 December 2020.
For the adjusted EPS element (80%
weighting), actual performance fell below the
lower end of the target range and therefore
the level of vesting was 0%. For the TSR
element (20% weighting), we achieved TSR
performance at the median of the FTSE 250
(excluding investment trusts) which resulted
in a vesting level of 20% for this portion of
the award, resulting in a vesting of 4% of the
total award. Neither of the current Executive
Directors held 2018 LTIP awards.
52% CEO and Exec Team Remuneration
14% LTIP
4% SAYE
25% Governance
5% Miscellaneous
Quick facts
• All members of the Committee in
2020 were independent Non-
Executive Directors.
• Only members of the Committee
have the right to attend Committee
meetings. Other individuals may be
invited to attend meetings as and
when appropriate, including the
Chair of the Board, CEO, CFO, Chief
People Officer, Head of Reward, the
General Counsel and Company
Secretary and the external
remuneration consultant.
• The members of the Remuneration
Committee can, where they judge it
necessary to discharge their
responsibilities, obtain independent
professional advice at the
Company’s expense.
• The Committee’s Terms of Reference
are available on the Investor section
of the Group’s website at http://
corporate.moneysupermarket.com.
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Moneysupermarket.com Group PLC Annual Report and Accounts 2020
95
Remuneration Committee Report continued
Executive Director pensions
As part of last year’s Policy renewal it was
agreed that any new Executive Director
appointment will be eligible to receive
pension contributions (or a cash allowance in
lieu) at a maximum rate which is aligned to
that received by the wider workforce
(currently 5% of salary). The Committee also
froze pension arrangements for incumbent
Directors at the 2019 monetary value.
Peter Duffy was appointed with a pension
contribution of 5% of salary.
During 2020 the Committee reviewed
whether any further changes to Scilla
Grimble’s pension contribution levels were
appropriate in the context of evolving market
practice and feedback that the Committee
received during its shareholder consultation
for the 2020 Policy. The outcome of this
review is that Scilla’s pension level will be
reduced to the rate available to the wider
workforce by the end of 2022, in line with
shareholder guidance.
Alignment with shareholders
We are mindful of our shareholders’ interests
and are keen to ensure a demonstrable link
between reward and value creation. We
remain committed to an open and ongoing
dialogue with our shareholders on the issue
of executive remuneration and the
Committee welcomed the feedback we
received in our consultation of the new
Policy.
We are pleased with the support we have
received from shareholders with over 92%
approval for our Remuneration Policy and
98% for the Annual Remuneration Report at
last year’s AGM. We look forward to receiving
your continued support at the forthcoming
AGM.
James Bilefield
Chair of the Remuneration Committee
17 February 2021
Approach to remuneration
in 2021
Both incumbent Executive Directors will not
receive an increase to their base salaries in
2021, which is aligned to the approach we
have taken for the wider Group.
The proposed performance measures and
weighting for both the annual bonus and the
LTIP are summarised below:
• 2021 bonus: Group EBITDA (50%), Group
revenue (20%), net promoter score (7%),
and individual objectives (23%);
• We have increased the weighting on the
individual objectives to reflect the
significant importance of the delivery of
our Diversity & Inclusion plan, which is a
key objective for the Group and part of
our wider social responsibilities;
• 2021 LTIP award: EPS growth (50%),
revenue (30%), relative TSR (20%);
• Threshold to stretch targets over the
three-year performance period are: 5% to
15% EPS growth per annum; 4% to 9%
revenue growth per annum; median to
upper quartile TSR performance versus
the FTSE 250 (excluding investment
trusts);
• All of the performance targets remain the
same as for the 2020 LTIP awards. The
Committee is of the view that these
remain very stretching in the context of
the current macroeconomic environment.
Board changes in 2020
Mark Lewis stepped down from the Board on
31 August 2020. He was replaced by Peter
Duffy who was appointed to the Board on
1 September 2020.
The Company paid Mark a sum in respect of
salary, contractual benefits and pension
supplement in lieu of the balance of his
notice period in accordance with the
provisions of his service agreement and the
Directors’ Remuneration Policy. He was not
eligible to be considered for a bonus
payment in relation to 2020 and his
outstanding LTIP awards for 2018 and 2019
both lapsed. Mark did not receive a 2020
LTIP award.
Peter was appointed on to the new
remuneration framework approved by
shareholders at the 2020 AGM and will
continue on that framework in 2021 (see
page [95]). Peter received a reduced LTIP
award for 2020 equal to 125% of base salary
to reflect his start date being after the start of
the 2020 performance year. This award has
the same structure and performance
conditions as the normal annual LTIP award
and is disclosed in full in this report. Upon
joining, Peter waived his right to be eligible
for an annual bonus in respect of 2020.
Directors’ Remuneration Policy
At the Annual General Meeting held on 7 May 2020 shareholders approved the Remuneration Policy which became effective as at that date.
An extract of the Remuneration Policy table from the Remuneration Policy is reproduced below for information only. The full Remuneration
Policy is contained on pages 89 to 95 of the 2019 Annual Report which is available in the Investor Relations section of the Group’s website
(http://corporate.moneysupermarket.com).
Remuneration Policy table
Base salary
Purpose and link to strategy To provide competitive fixed remuneration to attract and retain Executive Directors of the calibre required to
deliver the business strategy for shareholders.
Operation
The base salary for Executive Directors may be reviewed annually by the Committee. Individual salary
adjustments may take into account each Executive Director’s performance and experience in role, changes in
role or responsibility, the Group’s financial performance, as well external market data.
Maximum
There is no prescribed maximum base salary.
Salary increases are ordinarily in line with the broader employee population but on occasions may need to
recognise, for example, an increase in the scale, scope or responsibility of the role and developments in the
wider competitive market.
Current base salary levels are set out on page 98.
Performance targets
No specific targets although the Committee will take into account individual performance when considering
salary increases.
Pension
Purpose and link to strategy To provide an appropriate retirement benefit that is competitive in the relevant market.
Operation
Maximum
Executive Directors may participate in the Company’s defined contribution pension scheme and/or receive salary
supplements, or such other allowance as the Committee considers appropriate.
A maximum contribution or cash supplement of 20% of 2019 base salary for existing Executive Directors.
Pension contributions for current Executive Directors will be capped at the current monetary value and will not
increase with any future pay rises. Newly appointed Executive Directors from 2020 will have a maximum
opportunity in line with the wider workforce (currently 5% of base salary).
Performance targets
Not applicable.
Benefits
Purpose and link to strategy To provide market competitive benefits.
Operation
Maximum
Current benefit provision includes a car allowance, life insurance and private medical insurance. Other benefits
may be provided where appropriate including, for example, relocation and travel expenses and reimbursed
business expenses (including any associated tax liability) incurred when travelling in performance of duties.
There is no prescribed maximum monetary value for benefit provision. Benefits are set at a level which the
Committee determines is reasonable and appropriate and the value may vary depending on the benefit provided
and the market cost of the benefit given the individual’s personal circumstances.
Performance targets
Not applicable.
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97
Remuneration Committee Report continued
Remuneration Policy table continued
Annual bonus
Purpose and link to strategy Incentivises the delivery of stretching financial, operational and strategic annual performance targets. Deferral
into Moneysupermarket.com Group PLC shares increases long-term alignment with shareholders.
Operation
The annual bonus is based on performance against stretching targets set at the start of the year by the
Committee and assessed following the end of the year.
A proportion of any annual bonus earned (at least one third) will be deferred into an award of
Moneysupermarket.com Group PLC shares under the terms of the Deferred Bonus Plan (‘DBP’). DBP awards will
normally vest at least two years after grant. The remainder will be paid in cash following the year end.
Clawback provisions apply for a period of two years following the payment of a cash bonus and the grant of any
DBP award.
Maximum
The maximum annual bonus opportunities in respect of a financial year will be:
• CEO: 150% of base salary;
• CFO: 135% of base salary.
Where considered appropriate in exceptional circumstances, the Committee may determine that the maximum
annual bonus opportunity in respect of a particular financial year is up to 200% of base salary.
Payment is determined by reference to performance assessed over one financial year based on financial and
strategic performance measures which the Committee considers to be aligned to the strategy and the creation of
shareholder value. Such measures may include:
• Adjusted EBITDA;
• Revenue;
• Measures aligned to the strategy or KPIs;
• Personal objectives.
The Committee determines the weightings of the performance measures each year. The overall framework will
normally be weighted towards financial measures of performance. The performance measures and weightings for
the 2021 financial year are shown on page 99. The Committee retains discretion to use different or additional
measures or weightings in future years to ensure that the bonus framework appropriately supports the business
strategy and objectives for the relevant year.
Performance targets are set each year by the Committee by reference to factors such as the budget and strategic
objectives for the year, progress against the prior year and market expectations. Pay-out will be based on a scaled
performance target schedule, with the level of pay-out for threshold performance being no higher than 15% of the
maximum. The target schedule will be disclosed retrospectively in the Annual Remuneration Report.
The Committee has the discretion to adjust performance targets for any exceptional events that may occur during
the year.
The Committee has discretion to override the formulaic outcome from the performance targets if appropriate (for
example, in order to reflect the Group’s overall performance).
Performance targets
Long-Term Incentive Plan
Performance targets
Vesting is determined by reference to performance assessed over a period of at least three years, based on
performance measures which the Committee consider to be aligned with the delivery of strategy and long-term
shareholder value.
For awards to be made in 2021, the measures are:
• Adjusted earnings per share (‘EPS’) – 50%
• Revenue – 30%
• Comparative total shareholder return (‘TSR’) – 20%
The Committee has discretion to use different or additional performance measures or weightings for awards in
future years to ensure that the LTIP remains appropriately aligned to the prevailing business strategy and
objectives.
Performance targets are set for each award by the Committee. The threshold level of vesting will be no higher
than 20% of the maximum award.
Any performance target may be amended if an event occurs during the performance period which causes the
Committee to consider an amended performance target would be more appropriate and not materially less
difficult to satisfy.
The Committee has discretion to override the formulaic outcome from the performance targets if appropriate
(for example, in order to reflect the Group’s overall performance).
All employee share plans
Purpose and link to strategy To encourage wider employee share ownership and thereby increase alignment with shareholders.
Operation
Maximum
Executive Directors are eligible to participate in all employee share plans, which are offered on similar terms to all
employees, such as HMRC-approved Sharesave plans and Share Incentive Plans.
The maximum which applies to all employees, which includes the limits for any HMRC-approved plans are as
defined by HMRC from time to time.
Performance targets
Not applicable.
Share ownership guidelines
Purpose and link to strategy To increase long-term alignment between executives and shareholders.
Operation
Executive Directors are required to build up and maintain a substantial holding of Moneysupermarket.com
Group PLC shares of 200% of base salary.
To achieve this, Executive Directors must retain 50% of the net of tax vested LTIP shares until the guideline is
met. Unvested deferred bonus shares and vested shares subject to a holding period under the LTIP will count
towards the guideline (on a net of tax basis).
Maximum
Not applicable.
Performance targets
Not applicable.
Post-employment shareholding
Purpose and link to strategy Designed to align with both the strategic objectives of delivering sustainable earnings growth and the interests of
Purpose and link to strategy To align Executive Director and shareholder interests after they have left the Group.
Operation
Awards are made under the 2017 Long Term Incentive Plan, approved at the 2017 AGM.
shareholders.
Operation
Post-cessation shareholder guidelines of 200% of salary (or actual holding if lower) in year 1 and 100% of salary
(or actual holding if lower) in year 2. This will apply to share awards made after the approval of the new Policy at
the 2020 AGM.
• Unvested deferred bonus shares will continue to be subject to the two-year deferral period;
• Vested LTIP shares will continue to be subject to the two-year holding period; and
• Unvested LTIP awards will continue for ‘good leavers’ on a time pro-rated basis, subject to the original
performance targets, and on the original vesting and holding timeline such that no shares will be delivered
before five years from grant.
Maximum
Not applicable.
Performance targets
Not applicable.
Awards of Moneysupermarket.com Group PLC shares which vest subject to performance measured over a
period of at least three years. Vested awards may then be subject to an additional holding period, which unless
the Committee determines otherwise, will apply up to the fifth anniversary of the date of grant.
Clawback provisions apply for a period of five years from the date of grant.
Maximum
The maximum award levels in respect of a financial year will be:
• CEO: 175% of base salary;
• CFO: 150% of base salary.
Where considered appropriate, the Committee may make an LTIP award in respect of a particular financial year
of up to 200% of base salary, in line with the rules of the plan.
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99
Remuneration Committee Report continued
Remuneration Policy table continued
Non-Executive Director fees
Annual bonus
For the year ending 31 December 2021, the maximum annual bonus opportunities will be in line with the Policy, as shown in the following table:
Purpose and link to strategy To provide market competitive fees which reflect the time commitment and responsibilities of each role.
Operation
The fees for the Non-Executive Directors (excluding the Chair) are determined by the Board and comprise a base
fee with additional fees payable for additional responsibilities. The fees for the Chair are determined by the
Committee and are structured as a single fee.
Peter Duffy
Scilla Grimble
% of salary
150%
135%
Fees may be reviewed on an annual basis.
The Non-Executive Directors do not participate in any Company pension arrangements, nor do they currently
receive any benefits.
Non-Executive Directors may be reimbursed for business expenses (and any associated tax liabilities) incurred
when travelling in performance of duties.
Maximum
There is no prescribed maximum annual increase. The Board is guided by the general increase in the Non-
Executive Director market and for the broader employee population but on occasions may need to recognise, for
example, an increase in the scale, scope or responsibility of the role.
Current fee levels are set out on page 100 and will not exceed the aggregate maximum levels set out in the
Company’s Articles of Association.
Performance targets
Not applicable.
Non-Executive Directors do not participate in variable pay arrangements.
Service agreements for Executive Directors
The service agreements of the Executive Directors are not fixed term and are terminable by either the Company or the Director on 12 months’
notice and make provision, at the Board’s discretion, for early termination by way of payment of salary, benefits and pension in lieu of 12
months’ notice. Under these service agreements, the Committee has discretion to make such payments on a phased basis, subject to
mitigation.
Non-Executive Directors
Non-Executive Directors are appointed under arrangements that may generally be terminated by either the Company or the Director on up to
three months’ notice and their appointment is reviewed annually. The remuneration package for a newly appointed Non-Executive Director
would normally be in line with the structure set out in the Remuneration Policy table.
Annual Report on Remuneration
Implementation of the Remuneration Policy for the year ending 31 December 2021
A summary of how the Directors’ Remuneration Policy will be applied during the year ending 31 December 2021 is set out below.
Base salary
The Remuneration Committee has determined there will be no base salary increases for the Executive Directors as set out below. Normally
any increase to base salary would take effect from 1 January 2021.
Peter Duffy
Scilla Grimble
2021
£
2020
£
%
increase
575,000
387,600
575,000
387,600
0
0
The Group’s employees are, in general, not receiving salary increases at this time.
Pension arrangements
Any new Executive Director appointment will be eligible to receive pension contributions (or a cash allowance in lieu) at a maximum rate which
is aligned to that received by the wider workforce (currently 5% of salary). Peter Duffy was appointed to the Board in September 2020 with a
pension contribution of 5% of salary. At the start of 2020, the Committee decided to cap incumbent pension contributions at their 2019
monetary value (Scilla Grimble: £76,000) so they would not increase in quantum with any future salary increases and hence would result in a
decrease over time in pension contributions as a percentage of salary. However, the Committee recognises evolving market practice and the
feedback that the Committee received during its shareholder consultation for the 2020 Policy and has therefore agreed to align Scilla’s
pension contribution with that available to the wider workforce by the end of 2022, in line with shareholder guidance.
Awards will be determined based on a balanced combination of Group financial and operational performance and individual performance,
directly aligned to our KPIs and strategic objectives, as shown below. For 2021, the Board will continue to focus on adjusted EBITDA and revenue
growth as key financial metrics for our strategic delivery. We are retaining the Group-wide customer satisfaction measure (net promoter score)
which aligns to the Group’s strategic objectives and the Group’s KPI reporting (see page 32) and a final component based on personal objectives,
which includes objectives related to the delivery of a number of key priorities. The weightings for the various metrics are set out below:
Metric
Adjusted EBITDA
Revenue growth
Net promoter score
Personal objectives
Weighting
(% of bonus)
50%
20%
7%
23%
Maximum bonus will only be payable when performance has significantly exceeded expectations. The Committee believes that the underlying
targets are commercially sensitive and cannot be disclosed at this stage. To the extent that they are no longer commercially sensitive, they will
be disclosed in next year’s Report.
In line with the Remuneration Policy, one third of any bonus earned will be deferred into Moneysupermarket.com Group PLC shares for a
period of two years.
Long-term incentives
For the year ending 31 December 2021, annual LTIP awards will be in line with the Policy, as shown in the following table:
Peter Duffy
Scilla Grimble
% of salary
175%
150%
The extent to which 2021 LTIP awards will vest will be dependent on three independent performance conditions as follows:
Metric
Vesting (% of maximum)
Weighting
(% of award)
Performance condition
Compound annual growth in adjusted
earnings per share (‘EPS’)
Compound annual growth in Group
revenue
50%
30%
Comparative total shareholder return
20%
Compound annual growth in adjusted earnings per share over
the three-year performance period.
Compound annual growth in Group revenue over the three-year
performance period.
Threshold
Maximum
20%
5%
4%
100%
15%
9%
Comparative total shareholder return against the constituents of
the FTSE 250 Index (excluding Investment Trusts).
Median
Upper
quartile
Three-month averaging is applied at the start and end of the
performance period.
Vesting is on a straight-line basis between threshold and maximum.
The targets for this aware remain unchanged from prior years, as the Committee considers the target ranges to represent an appropriate level
of stretch in the current environment.
Upon vesting, the 2021 LTIP awards will be subject to an additional holding period which expires on the fifth anniversary of the date of grant.
Employee engagement
In 2020, the Group engaged directly with a representative group of employees to explain how executive remuneration aligns with wider
Company pay policy and we will continue to deliver further sessions throughout 2021. The Remuneration Committee reviews workforce
remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting the policy
for Executive Director remuneration.
Financial StatementsStrategic ReportGovernance 100
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
101
Remuneration Committee Report continued
Non-Executive Directors
The fees for the Non-Executive Directors for 2021 remain unchanged from 2020 and are as follows:
Salary/fees
(£)
Taxable
benefits1
(£)
Pension2
(£)
Total fixed
(£)
Annual
bonus3
(£)
Vesting
LTIPs4
(£)
Other
Remuneration5
(£)
Total
variable
(£)
Total
(£)
2020
£
%
increase
Genevieve Shore
(stepped down 31 July 2019)
Chair
Base fee
Additional fees:
Senior Independent Director
Committee Chair fee
Committee membership fee per Committee
Employee Champion fee
2021
£
251,000
60,800
15,000
11,000
1,500
7,500
251,000
60,800
15,000
11,000
1,500
7,500
0
0
0
0
0
0
Remuneration received by Directors for the year ended 31 December 2020 (audited)
Directors’ remuneration for the year ended 31 December 2020 was as follows:
Salary/fees
(£)
Taxable
benefits1
(£)
Pension2
(£)
Total fixed
(£)
Annual
bonus3
(£)
Vesting
LTIPs4
(£)
Other
Remuneration5
(£)
Total
variable
(£)
Total
(£)
Peter Duffy (appointed
1 September 2020)
2020
2019
Mark Lewis (stepped down
31 August 2020)
2020
2019
Scilla Grimble (appointed
4 February 2019)
2020
2019
Robin Freestone
2020
2019
Andrew Fisher (stepped down
7 May 2020)
2020
2019
James Bilefield (appointed
1 May 2020)
2020
2019
Sally James
2020
2019
Sarah Warby
2020
2019
Caroline Britton (appointed
1 September 2019)
2020
2019
Supriya Uchil (appointed
1 March 2020)
2020
2019
Bruce Carnegie-Brown
(stepped down 9 May 2019)
2020
2019
191,667
—
5,296
—
9,583
—
206,546
—
—
—
—
—
374,933
551,400
11,198
16,859
73,520
110,280
459,651
678,539
—
461,430
—
93,422
387,600
346,750
14,127
12,815
76,000
69,667
477,727
429,232
—
260,461
251,000
184,771
26,417
73,800
50,867
—
91,300
90,300
74,300
74,300
74,800
24,600
55,667
—
—
88,526
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 251,000
— 184,771
—
—
—
—
—
—
—
—
—
—
—
—
—
—
26,417
73,800
50,867
—
91,300
90,300
74,300
74,300
74,800
24,600
55,667
—
—
88,526
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 206,546
—
—
— 459,651
554,852 1,233,391
—
480,632
— 477,727
741,093 1,170,325
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
— 251,000
— 184,771
— 26,417
— 73,800
— 50,867
—
—
— 91,300
— 90,300
— 74,300
— 74,300
— 74,800
— 24,600
— 55,667
—
—
—
—
— 88,526
2020
2019
Total
2020
2019
—
38,967
—
—
—
—
—
38,967
—
—
—
—
—
—
—
—
— 38,967
1,578,550
1,473,414
30,620
29,674
159,103 1,768,274
179,947 1,683,035
—
721,891
—
93,422
—
480,632
— 1,768,274
1,295,945 2,978,980
Notes
1 Taxable benefits – Benefits for the Executive Directors incorporate all benefits and expense allowances arising from employment and relate to the provision of a car allowance and
health insurance.
2 Pension – Pension payments reflect defined contributions and/or salary supplement arrangements. The Company provided salary supplements for our Executive Directors during 2020.
3 Annual bonus – the amounts shown in the table above represent the full value of the annual bonus earned in respect of the year.
4 Vesting LTIPs – the 2019 figure has been restated to reflect the actual value of the award upon vesting. This is based on a share price of 318.7p.
5 Other remuneration – this relates to the value of Scilla Grimble’s buyout award made in connection with her joining the Company, in respect of in-flight incentives forfeited when leaving
her previous employer. The value of these awards was realised in 2019 only.
Annual bonus
Maximum bonus entitlement for the year ended 31 December 2020 as a percentage of base salary was 135% for Scilla Grimble for the
achievement of stretching targets for growth in revenue, adjusted EBITDA and customer satisfaction (YouGov Brand Index) as well as specific
personal objectives.
The performance targets, weightings, and actual performance against those targets, are set out below:
Group revenue
Performance targets
£405.0m
£412.5m
£420.0m
£435.0m
£344.9m
Group adjusted EBITDA £144.0m
£146.5m
£149.5m
£154.5m
£107.8m
Customer satisfaction 74.0
74.5
75.0
76.0
72.0
0%
33%
67%
100%
Actual
25%
44%
67%
100%
Actual
25%
46%
67%
100%
Actual
Personal
Total
The personal targets were set individually for each Executive
Director based on the key objectives for the year in their area of
responsibility – see below
Weighting (% of salary)
27%
Scilla Grimble
Payout (% of salary)
Weighting (% of salary)
Payout (% of salary)
Weighting (% of salary)
Payout (% of salary)
Weighting (% of salary)
Payout (% of salary)
Payout (% of maximum)
Impact of discretion
Final Payout (% of
maximum)
Payout (% of salary)
0%
68%
0%
13%
0%
27%
23%
17%
(17%)
0%
0%
In accordance with the Remuneration Policy, to ensure fair and consistent performance measurement, the Group financial performance
targets may be adjusted to reflect exceptional one-off and unanticipated items, including acquisitions and disposals, which do not reflect
underlying business performance. However, the Committee decided not to adjust the financial targets in the wake of the COVID-19 pandemic
but made an assessment of the overall performance of the Group and whether awards were appropriate, taking into account the impact on all
our key stakeholders.
The personal targets were set for Scilla Grimble based on key areas of strategic focus for the year together with a component based on
Delivery at Pace, reflecting our focus in this area. The Committee assessed the personal targets and determined that they should not pay out
as set out in the table above, taking into account the overall performance of the Group. Detail on the underlying targets is commercially
sensitive and cannot be disclosed, however, the table below highlights Scilla’s key objectives and achievements against her personal targets.
Financial StatementsStrategic ReportGovernance 102
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
103
• Metrics established delivering better understanding of underlying
Metric
Weighting
(% of award)
Performance condition
Remuneration Committee Report continued
Scilla Grimble
Objective
Maximum opportunity
(% of salary)
Performance outcome and key achievements
Strategic: Deliver enablers to help all functional
areas of the business focus on delivery at pace
Operational: Drive business to greater visibility,
understanding and decision making by adopting
a CLV approach to balance economic decision
making
Operational: Improve the quality and rigour of
support and analysis delivered by functional
area to the rest of the business
5.4%
10.8%
10.8%
27.0%
•
Introduction of OKR process across the Group. Processes for
objective setting and assessment established.
drivers of customer value.
•
Finance trade process redesigned, risk framework and acceptance
process considerably improved. Supplier framework successfully
implemented.
Vesting of LTIP awards
The LTIP award granted on 5 April 2018 was based on performance to the year ended 31 December 2020. Peter Duffy and Scilla Grimble were
not employed by the Company in 2018 and therefore were not granted 2018 LTIP awards. Mark Lewis forfeited his award on his resignation.
For completeness, the performance targets for this award, and actual performance against those targets, was as follows:
Metric
Vesting
Compound annual
growth in adjusted
earnings per share
Comparative total
shareholder return
Weighting
Performance condition
Threshold
Maximum
Actual
Vesting %
80%
20%
Compound annual growth in adjusted earnings per
share from 31 December 2017 to 31 December
2020.
Comparative total shareholder return against the
constituents of the FTSE 250 index (excluding
Investment Trusts) from 31 December 2017 to
31 December 2020. Comparative total shareholder
return measured over three financial years with a
three-month average at the start and end of the
performance period.
20%
5%
100%
15%
(7)%
–
Median
Upper
quartile
Median
4%
Total
vesting
4%
Note: Vesting is determined on a straight-line basis between threshold and maximum.
In accordance with the Remuneration Policy, to ensure fair and consistent performance measurement over the period, EPS may be further
adjusted to reflect exceptional one-off and unanticipated items which do not reflect underlying business performance.
The value attributed to vested shares under long-term incentives in the remuneration table for 2020 includes amounts relating to dividend
equivalents payable on vested LTIP awards over the three-year period.
Long-term incentives granted during the year (audited)
During the year, the following share awards were made to the Executive Directors:
Executive Director
Type of award
Basis of award granted
Face value
of award1
£
% of maximum that
would vest at threshold
performance
Peter Duffy
Scilla Grimble
2020 LTIP
2020 LTIP
125% of salary
150% of salary
718,749
581,399
20%
20%
Vesting determined
by performance over
three financial years to
31 December 2022
1 Face value for the LTIP awards was determined using the average share price over the preceding five trading days prior to the date of grant. Scilla Grimble’s grant date was 1 April
2020 with an average share price of £2.8584. For Peter Duffy, it was a grant date of 1 September 2020 with an average share price of £3.0384. His award was lower than the usual
CEO award level due to his start date being after the commencement of the three-year performance period.
In the event of an increase in the share price of 50% from the date of grant to the date of vesting for each of these awards and assuming full
achievement of the associated performance conditions, the 2020 LTIPs will have a gross value of £1,078,124 for Peter Duffy and £872,099 for
Scilla Grimble.
The performance targets for the 2020 LTIP awards are as follows:
Vesting (% of maximum)
Compound annual growth in
adjusted earnings per share
Compound annual growth in
Group revenue
Comparative total shareholder
return
50%
30%
20%
Compound annual growth in adjusted earnings per share over the
three-year performance period.
Compound annual growth in Group revenue over the three-year
performance period.
Comparative total shareholder return against the constituents of the
FTSE 250 Index (excluding Investment Trusts) over the three-year
performance period. Three-month averaging is applied at the start and
end of the performance period.
Note: Vesting is determined on a straight-line basis between threshold and maximum.
Payments to past Directors (audited)
There were no payments to past Directors during the year.
Threshold
Maximum
20%
5%
4%
100%
15%
9%
Median
Upper
quartile
Payments for loss of office (audited)
Mark Lewis stepped down from the Board and left the Group on 31 August 2020. In respect of his period in office during 2020, Mark received
the remuneration shown in the single figure table on page 100.
The Committee agreed his leaving arrangements in line with the Remuneration Policy. He received a payment for the remainder of his notice
period to 13 May 2021, totalling £502,411 comprising basic salary, benefits and pension in lieu of notice in accordance with the provisions of
his service agreement and a contribution to his legal fees.
Statement of Directors’ shareholdings and share interests (audited)
Director
Peter Duffy
Scilla Grimble
Mark Lewis1
Robin Freestone
Sally James
Caroline Britton
Andrew Fisher
Sarah Warby
James Bilefield
Supriya Uchil
1 Shown as at date of leaving.
Beneficially
owned at
31 December
2020
Outstanding
LTIP
awards
32,344
75,290
15,499
110,153
20,000
—
—
—
10,000
—
236,555
360,763
—
—
—
—
—
—
—
—
Outstanding
share awards
under all
employee
share plans
—
6,122
—
—
—
—
—
—
—
—
Buy-out
award
—
22,178
—
—
—
—
—
—
—
—
Beneficial
shares owned
as a % of
base salary at
31 December
2020
14%
49%
7%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Total
interest
in shares
268,899
464,353
—
110,153
20,000
—
—
—
10,000
—
Financial StatementsStrategic ReportGovernance 104
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
105
Remuneration Committee Report continued
Executive Directors are required to hold shares in the Company worth 200% of base salary and must retain 50% of the net of tax value of any
vested LTIP shares until the guideline is met. The shareholding value used for the purposes of the table above is based on the average share
price during December 2020 of 253.46p.
In the period from 31 December 2020 to the date of this Report, there has been no change in the Directors’ interests in shares in the
Company.
Outstanding share awards
The table below sets out details of outstanding share awards held by the Executive Directors.
Executive
Director
Peter Duffy
Scilla Grimble
Scheme
Grant date
Exercise
price
No. of
shares at
1 January
2020
Granted
during
the year
Vested
during the
year
Lapsed
during the
year
No. of
shares at
31 December
2020
End of
performance
period
Vesting/
exercise
date
LTIP
LTIP
LTIP
01/09/2020
28/03/2019
01/04/2020
Nil
Nil
Nil
—
236,555
157,363
—
—
203,400
—
—
—
Buy-out
award
14/02/2019
Nil
113,809
—
(91,631)
—
—
—
—
236,555
31/12/2022
01/09/2023
157,363
203,400
31/12/2021
31/12/2022
28/03/2022
01/04/2023
22,178
n/a
Various1
1
This award was made in connection with Scilla Grimble’s recruitment to the Company to take account of compensation relinquished from her previous employer as a result of
commencing employment with the Company. The total award was over 164,600 shares, and was subject to a vesting timeline (in line with the forfeited remuneration) as follows:
50,791 on 22 June 2019; 41,252 on 19 March 2020; 31,704 on 23 June 2020; 18,675 on 14 August 2020; 22,178 on 19 March 2021.
Performance graph (unaudited)
The following graph shows the cumulative total shareholder return of the Company over the last ten financial years relative to the FTSE 250
Index (excluding Investment Trusts). The Remuneration Committee considers the FTSE 250 Index (excluding Investment Trusts) to be an
appropriate index for total shareholder return and comparison disclosure as it represents a broad equity market index in which the Company
is a constituent member.
This graph shows the value, by 31 December 2020, of £100 invested in Moneysupermarket.com Group PLC on 31 December 2010 compared
with the value of £100 invested in the FTSE 250 Index (excluding Investment Trusts) on the same date, assuming the reinvestment of
dividends. The other points plotted are the values at intervening financial year ends.
800
700
600
500
400
300
200
100
0
Dec-10
Moneysupermarket.com Group PLC
FTSE 250 Index (excluding Investment Trusts)
Dec-11
Dec-12
Dec-13
Dec-14
Dec-15
Dec-16
Dec-17
Dec-18
Dec-19
Dec-20
Total remuneration for Chief Executive Officer (unaudited)
The total remuneration figures for the Chief Executive Officer during each of the last ten financial years are shown in the table below. The total
remuneration figure includes the annual bonus based on that year’s performance and LTIP awards based on three-year performance periods
ending in the relevant year. The annual bonus payout and LTIP vesting level as a percentage of the maximum opportunity are also shown for
each of these years.
Year ended
31 December
CEO
Total
2011
Peter
Plumb
2012
Peter
Plumb
2013
Peter
Plumb
2014
Peter
Plumb
2015
Peter
Plumb
2016
Peter
Plumb
2017
Peter
Plumb
2017
Mark
Lewis
2018
Mark
Lewis
2019
Mark
Lewis
2020
2020
Mark
Lewis
Peter
Duffy
remuneration £1,024,156 £2,866,123 £3,059,163 £3,365,277 £2,715,342 £2,391,627 £1,064,634 £841,030 £1,156,842 £1,244,266 £459,651 £206,546
Annual bonus
(% of
maximum)
LTIP vesting
(% of
maximum)
91%
94%
83%
85%
95%
72%
60%
47%
61%
55.8%
n/a
n/a
n/a
94%
100%
98%
85%
81%
68%
n/a
n/a
9.6%
n/a
n/a
Pay ratio
The table below discloses the ratio of CEO pay for 2020, using the single total figure of remuneration (‘STFR’) of the CEO (as disclosed on page
[100] to the comparable earnings of the rest of the employees in the Group, at a number of prescribed data points (25th, 50th and 75th
percentiles).
Year
2020
2019
2018
Method
Option A
Option A
Option A
25th percentile
(P25) pay ratio
Median (P50)
pay ratio
75th percentile
(P75) pay ratio
19:1
35:1
35:1
14:1
25:1
24:1
10:1
18:1
17:1
Notes:
The ratios are calculated using option A in the disclosure regulations. The employees at the lower quartile, median and upper quartile (P25, P50, and P75, respectively) were determined
based on total remuneration for 2020 using a valuation methodology consistent with that used for the CEO in the single figure table on page 100. This option was selected on the basis
that it provided the most accurate means of identifying the median, lower and upper quartile employees. The calculation is undertaken on a full-time equivalent basis.
The total remuneration in respect of 2020 for the employees identified at P25, P50 and P75 is £35,124, £49,436, and £66,628, respectively. The base salary in respect of 2020 for the
employees identified at P25, P50 and P75 is £33,495, £44,019, and £63,600, respectively.
In line with the requirements, the total pay and benefits paid to both Peter Duffy and Mark Lewis whilst in the role of CEO have been combined to calculate the total CEO pay.
The Committee considers pay ratios as one of many reference points when considering remuneration. Throughout the Company, pay is
positioned to be fair and market competitive in the context of the relevant talent market, fairly reflecting market data and other relevant
benchmarks for the role. The Committee notes the limited comparability of pay ratios across companies and sectors, given the diverse range
of business models and employee population profiles which exist across the market. A significant proportion (over 70%) of the CEO’s total
remuneration is delivered in variable remuneration, and particularly via long-term share awards under the DBP and LTIP. In order to drive
alignment with investors, the value ultimately received from LTIP awards is linked to stretching Company performance targets and long-term
share price movement. As a result, the pay ratio is likely to be driven largely by the CEO’s LTIP outcome and may therefore fluctuate
significantly on a year-to-year basis.
Percentage change in the Directors’ remuneration (unaudited)
The table below shows the percentage change in the Executive Directors and Non-Executive Directors’s salary, benefits and annual bonus
between the financial year ended 31 December 2019 and 31 December 2020, compared to that of the average percentage change for all
employees of the Group for each of these elements of pay.
Mark Lewis (stepped down 31 August 2020)
Scilla Grimble (appointed 4 February 2019)
Robin Freestone
Sally James
Sarah Warby
Caroline Britton
Supriya Uchil (appointed 1 March 2020)
James Bilefield (appointed 1 May 2020)
Other employees
Salary
%
Taxable
benefits
%
Annual bonus
%
2
2
2
1
0
1
—
—
3
0
0
—
—
—
—
—
—
2
(100)
(100)
—
—
—
—
—
—
(100)
The figures in the table above reflect the annualised amounts for Mark Lewis in 2020 as if he remained Chief Executive Officer for the full year.
The actual amounts he received are set out in the single figure table on page 100 as he stepped down from the Board on 31 August 2020.
All employees have been selected in the comparator pool.
Financial StatementsStrategic ReportGovernance 106
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
107
Remuneration Committee Report continued
Directors’ Report
Relative importance of spend on pay (unaudited)
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends, tax and retained profits:
Staff costs (£m)
Dividends (£m)1
Tax (£m)
Retained profits (£m)
2019
61.8
62.8
21.1
94.9
2020
55.7
62.8
18.5
69.3
change %
(10)
0
12
(27)
1 2020 includes a proposed final dividend of 8.61p per share. 2019 includes the final dividend of 8.61p per share. The dividend figures relate to amounts payable in respect of the
relevant financial year.
Consideration by the Directors of matters relating to Directors’ remuneration
The Remuneration Committee comprises five Independent Non-Executive Directors: James Bilefield (Chair), Sally James, Caroline Britton, Sarah
Warby and Supriya Uchil. Biographies of the members of the Remuneration Committee are set out on pages 62 and 63. Andrew Fisher
stepped down as Chair of the Committee on 7 May 2020.
The Remuneration Committee’s duties include:
• determining the policy for the remuneration of the Chair, Executive Directors and executive management;
• determining the remuneration package of the Chair, Executive Directors and executive management, including, where appropriate,
bonuses, incentive payments and pension arrangements within the terms of the agreed framework and policy;
• ensuring the remuneration practices and policies for the wider workforce are aligned to our strategy and culture; and
• determining awards under the Company’s long-term incentive schemes.
During 2020, the Remuneration Committee and the Company received advice from Deloitte LLP, who are independent remuneration
consultants, in connection with remuneration matters including the Group’s performance related remuneration policy. Deloitte LLP is a
member of the Remuneration Consultants Group and is committed to that group’s voluntary code of practice for remuneration consultants in
the UK. Deloitte LLP has no other connection or relationship with the Group. During 2020, Deloitte LLP also provided services to the Group in
respect of corporate tax and VAT advice and risk advisory work. The fees paid to Deloitte LLP for providing advice which materially assisted the
Committee in relation to executive remuneration over the financial year under review was £21,900.
Outside appointments
Executive Directors are permitted to accept outside appointments on external boards so long as these are not deemed to interfere with the
business of the Group. During 2020, Peter Duffy was a Non-Executive Director of Close Brothers Group plc and is President of ISBA – the UK
trade body for leading British advertisers. Scilla Grimble has been appointed as a Non-Executive Director of Taylor Wimpey with effect from
1 March 2021.
Remuneration Committee effectiveness
In 2020 we carried out an internal evaluation of Remuneration Committee effectiveness which involved the completion of a questionnaire, with
the results being analysed and presented at a Committee meeting for discussion. The Committee determined that it continues to be effective
in fulfilling its role during 2020 and remains independent. In response to actions identified in the 2019 evaluation, the Committee has
enhanced processes to ensure that remuneration continues to be aligned to the Company’s purpose and values. In early 2021, SCT Limited
will carry out an effectiveness review as part of the externally facilitated Board evaluation process.
Statement of voting at general meeting
The following votes were received from shareholders in respect of the Directors’ Remuneration Report at last year’s Annual General Meeting
and in respect of the Remuneration Policy at the 2020 Annual General Meeting:
Votes cast in favour1
Votes cast against
Total votes cast
Abstentions 2
Remuneration Report
(2020 AGM)
Remuneration Policy
(2019 AGM)
Votes
395,892,329
6,606,079
402,498,408
338,679
%
98.36
1.64
Votes
355,091,953
29,305,323
384,397,276
18,376,810
%
92.38
7.62
Includes Chair’s discretionary votes.
1
2 A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
This report was approved by the Board and signed on its behalf by:
James Bilefield
Chair of the Remuneration Committee
17 February 2021
The Directors’ Report
sets out additional
statutory information
Katherine Bellau
Company Secretary
Annual General Meeting
The Annual General Meeting (‘AGM’) of
Moneysupermarket.com Group PLC (the
‘Company’) will be held at 1 Dean Street,
London W1D 3RB on Thursday 13 May 2021
at 10.00am. The notice convening the
meeting, with details of the business to be
transacted at the meeting and explanatory
notes is set out in a separate AGM circular
which has been issued to all shareholders at
the same time as this Report.
Dividend
The Directors recommend a final dividend of
8.61p (2019: 8.61p) per ordinary share in
respect of the year ended 31 December
2020. If approved by shareholders at the
forthcoming AGM, this will be paid on 20 May
2021 to shareholders on the register at close
of business on 9 April 2021. The final
dividend and the interim dividend of 3.10p
per ordinary share paid in September 2020,
gives a total dividend for the year of 11.71p
(2019: 11.71p) per ordinary share (excluding
the special dividend).
Issued share capital and control
As at 31 December 2020, the issued share
capital of the Company was £107,340
comprising 536,700,541 ordinary shares of
0.02p each. Full details of the share capital of
the Company and changes to share capital
during the year are set out in note 20 to the
Group Financial Statements on page 140.
The information in note 20 is incorporated by
reference and forms part of this Directors’
Report.
At the 2020 AGM, shareholders authorised
the Directors to allot up to 357,385,000
ordinary shares in the capital of the
Company. Directors will again seek authority
from shareholders at the forthcoming AGM
to allot up to 357,450,000 ordinary shares.
Holders of ordinary shares are entitled to
receive dividends when declared, to receive
the Company’s Annual Report, to attend and
speak at general meetings of the Company,
to appoint proxies and to exercise voting
rights.
On a show of hands at a general meeting of
the Company, every holder of ordinary
shares present in person or by proxy, and
entitled to vote, has one vote and, on a poll,
every holder of ordinary shares present in
person or by proxy, and entitled to vote, has
one vote for every ordinary share held.
Electronic and paper proxy appointments
and voting instructions must be received not
later than 48 hours before the meeting. A
holder of ordinary shares can lose the
entitlement to vote and the right to receive
dividends where that holder fails to comply
with a disclosure notice issued under section
793 of the Companies Act 2006. There are no
issued shares in the Company with special
rights with regard to control of the Company.
The Company operates a Share Incentive
Plan which entitles all employees to purchase
ordinary shares in the Company using money
deducted from their pre-tax salary. Plan
shares are held in trust for participants by Link
Market Services Trustees Limited (‘Trustee’).
Voting rights are exercised by the Trustee in
accordance with participants’ instructions. If a
participant does not submit an instruction to
the Trustee, no vote is registered. In addition,
the Trustee does not vote on any unawarded
or forfeit shares held under the Plan as
surplus assets. As at the date of this report,
the Trustee held 0.0179% of the issued
ordinary share capital in the Company.
The Company operates a Long-Term
Incentive Plan (‘Plan’) and shares are held by
the trustees, Estera Trust (Jersey) Limited
(‘Estera’), pending vesting of the shares
awarded under the Plan. Estera does not
vote on any shares held in trust. As at the
date of this Report, Estera held 0.0488% of
the issued ordinary share capital in the
Company.
Full details of the rights and obligations
attaching to the Company’s share capital are
contained in the Articles of Association. The
Articles of Association may only be amended
by a special resolution at a general meeting
of shareholders. The Board is proposing that
the Company adopt new Articles of
Association at the forthcoming AGM to reflect
changes to company law and market
Financial StatementsStrategic ReportGovernance
108
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
109
Directors’ Report continued
practice. The Notice to the AGM provides details of the principal
changes and a marked-up version of the Articles will be available on
our corporate website.
As at 17 February 2021, the Company had not received any further
notifications of holdings of voting rights.
All of the Company’s share schemes contain provisions relating to a
change of control. Outstanding options and awards normally vest and
become exercisable on a change of control subject to satisfaction of
any performance conditions at that time. Save in respect of provisions
of the Company’s share schemes, there are no agreements between
the Company and its Directors or employees providing compensation
for loss of office or employment (whether through resignation,
purported redundancy or otherwise) that occurs because of a
takeover bid.
The Company has entered into one significant agreement which
would be terminable upon a change of control; the credit facility
agreement entered into with Barclays Bank PLC and the Bank of
Ireland in November 2020.
Restrictions on the transfer of securities
Whilst the Board has the power under the Articles of Association to
refuse to register a transfer of shares, there are no restrictions on the
transfer of shares other than:
•
certain restrictions may from time to time be imposed by laws and
regulations (for example, insider trading laws); and
• pursuant to the Listing Rules of the Financial Conduct Authority
whereby certain Directors, officers and employees of the Group
require the approval of the Company to deal in ordinary shares of
the Company.
The Company is not aware of any agreements between shareholders
that may result in restrictions on the transfer of securities and/or
voting rights.
Authority to purchase own shares
The Company was authorised at the 2020 AGM to purchase up to
53,600,000 of its own shares in the market. No shares were
purchased under this authority in 2020. Directors will seek authority
from shareholders at the forthcoming AGM for the Company to
purchase, in the market, up to 53,670,000 shares. The Directors have
no present intention of conducting purchases of the Company’s
shares but consider it prudent to obtain the flexibility this authority
provides. The Directors will only use this power after careful
consideration, taking into account the financial resources of the
Company, the Company’s share price and future funding
opportunities. The Directors will only purchase such shares after
taking into account the effects on earnings per share and the
interests of shareholders generally.
Substantial shareholders
As at 31 December 2020, the Company had been notified of the
following holdings of voting rights in its shares under Rule 5 of The
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority:
Shareholder
No. of
ordinary
shares/voting
rights notified
Percentage of
ordinary
share
capital/voting
rights notified
30,527,976
Massachusetts Financial Services Company
27,199,962
Prudential plc group of companies
Ameriprise Financial, Inc. and its group
27,061,089
Standard Life Investments (Holdings) Limited 25,417,919
24,758,460
FIL Limited
21,633,123
Blackrock, Inc.
20,581,165
State Street Nominees Limited
5.69
5.07
5.04
4.74
4.61
4.03
3.84
Directors
The Directors who served during the financial year were as follows:
Director
Position
Service in the year ended
31 December 2020
Robin Freestone
Chair
Served throughout year
James Bilefield
Caroline Britton
Peter Duffy
Andrew Fisher
Independent
Non-Executive
Director
Independent
Non-Executive
Director
Chief Executive
Officer
Independent
Non-Executive
Director
Appointed 1 May 2020
Served throughout year
Appointed 1 September
2020
Resigned 7 May 2020
Scilla Grimble
Chief Financial Officer Served throughout year
Sally James
Mark Lewis
Sarah Warby
Supriya Uchil
Senior Independent
Non-Executive
Director
Chief Executive
Officer
Independent
Non-Executive
Director
Independent
Non-Executive
Director
Served throughout year
Resigned 31 August 2020
Served throughout year
Appointed 1 March 2020
Their biographical details are set out on pages 62 to 63. Further
details relating to Board and Committee composition are disclosed in
the Corporate Governance Report and Committee Reports on pages
60 to 106.
The Articles of Association provide that a Director may be appointed
by an ordinary resolution of shareholders or by the existing Directors,
either to fill a vacancy or as an additional Director. All Directors will
retire and offer themselves for election or re-election at the 2021
AGM in accordance with the 2018 UK Corporate Governance Code.
The Executive Directors serve under rolling contracts that are
terminable upon 12 months’ notice from either party. The Non-
Executive Directors serve under letters of appointment. Copies of
service contracts and letters of appointment are available for
inspection at the Company’s registered office during normal business
hours and will be available for inspection at the Company’s AGM.
The Directors’ Remuneration Report, which includes the Directors’
interests in the Company’s shares, is set out on pages 91 to 106.
During the year, no Director had any material interest in any contract
of significance to the Group’s business.
Directors’ powers
The Board of Directors may exercise all the powers of the Company
subject to the provisions of relevant legislation, the Company’s
Articles of Association and any directions given by the Company in
general meeting.
Directors’ indemnities
During the financial year ended 31 December 2020 and up to the
date of this Directors’ Report, the Company has maintained
appropriate liability insurance for its Directors and officers.
The Company has granted indemnities to each of its Directors and
the Company Secretary to the extent permitted by law and its Articles
of Association. These indemnities were in force throughout the year
ended 31 December 2020 and remain in force as at the date of this
Report in relation to certain losses and liabilities which the Directors
or Company Secretary may incur in the course of acting as Directors,
Company Secretary or employees of the Company or of any
associated company. In addition, the Company grants similar
indemnities to senior managers of the Group who are subject to the
provisions of the Senior Managers and Certification Regime (‘SM&CR’).
Conflicts of interest
As permitted by the Companies Act 2006, the Company’s Articles of
Association enable Directors to authorise potential conflicts of interest.
The Company has a formal procedure for notification and authorisation
to be sought, prior to the appointment of any new Director or prior to
a new conflict arising. This procedure enables non-conflicted Directors
to impose limits or conditions when giving or reviewing authorisation.
It also requires the Board to review the register of Directors’ conflicts
annually and on an ad hoc basis when necessary. The Board has
complied with this procedure during the year.
Employees
The Group places considerable value on the involvement of its
employees and uses a number of ways to engage with employees on
matters that impact them and the performance of the Group. These
include formal business performance updates by members of
executive management for all employees, informal weekly vlogs from
the Chief Executive Officer, regular update briefings for all employees,
regular team meetings, the Group’s intranet site and Teams channels
which enable easy access to the latest information and policies, and
the circulation to employees of results and other corporate
announcements. This also helps to achieve a common awareness
amongst employees of the financial and economic factors affecting
the performance of the Group. The Board appointed Sarah Warby,
one of our independent Non-Executive Directors, as our ‘Employee
Champion’ in 2018 and has provided the opportunity for employees
to engage directly with our Non-Executive Directors in order to give
them the opportunity to understand more about our employees.
Employees were also offered virtual breakfasts and coffees with
members of the executive management and small group sessions
with the Chief Executive Officer.
A robust employee engagement survey process is also in place to
ensure that employees are given a voice in the organisation and that
the Group can take action based on employee feedback. All
employees are able to participate in the Company’s Share Incentive
Plan and Save As You Earn Scheme which give employees the
opportunity to purchase ordinary shares in the Company. This helps
to encourage employee interest in the performance of the Group.
Further information on employee engagement can be found on
pages 48 to 51.
Equal opportunities
The Group is committed to providing equality of opportunity to all
employees without discrimination and applies fair and equitable
employment policies which seek to promote entry into and progression
within the Group. Appointments are determined solely by application
of job criteria, personal ability, behaviour and competency.
In October 2020 the Group signed up to the Race at Work Charter, a
public commitment to prioritising action on race equity as part of the
Group’s Race Equity Plan. The plan includes a specific commitment at
Board level to zero tolerance of racial harassment or bullying. This
means that all allegations of racial bullying or harassment will be
taken seriously, managed consistently and in line with the Group’s
Anti-Bullying and Harassment Policy, with formal action taken where
necessary.
In the opinion of the Directors, all employee policies are deemed to
be effective and in accordance with their intended aims.
Disabled persons have equal opportunities when applying for
vacancies, with due regard to their skills and abilities. Procedures
ensure that disabled employees are fairly treated in respect of
training and career development. For those employees that become
disabled during the course of their employment, the Group is
supportive so as to provide an opportunity for them to remain with
the Group, wherever reasonably practicable.
Borrowings
The Group has a revolving credit facility (‘RCF’) of £90m in committed
funds, which will mature in September 2023. As at 31 December
2020, the Group was not utilising any of the facility. The Group also
has an accordion option to apply for up to an additional £100m of
funds during the term of this RCF.
Political donations
During the financial year ended 31 December 2020, the Group did
not make any political donations (2019: £nil).
Post balance sheet events
On 28 January 2021, the Group acquired the remaining share capital
of CYTI (Holdings) Limited. Total consideration for the acquisition of
CYTI comprises £1.4m cash, the fair value of the option and the fair
value of the 28% held as at the acquisition date.
Auditor and disclosure of information
The Directors who held office at the date of this Report confirm that,
so far as they are each aware, there is no relevant audit information
of which the Company’s auditor is unaware; and each such Director
has taken all the steps that he or she ought to have taken as a
Director to make himself or herself aware of any relevant audit
information, and to establish that the Company’s auditor is aware of
that information.
Auditor
The Board approved the Audit Committee’s recommendation to put a
resolution to shareholders recommending the reappointment of
KPMG LLP as the Company’s auditor, and KPMG LLP have indicated
their willingness to accept reappointment as auditors of the
Company. The audit partner was rotated in April 2020 in accordance
with the FRC’s Ethical Standard 3 (Revised).
The Audit Committee, in its recommendation, confirmed that: (1) the
recommendation was free from influence by a third-party; and (2) no
contractual term of the kind mentioned in Article 16(6) of the EU
Regulation 537/2014 has been imposed on the Company.
A resolution proposing the reappointment of KPMG is contained in
the notice of the forthcoming AGM and will be proposed to
shareholders at that meeting.
Financial StatementsStrategic ReportGovernance 110
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
111
Directors’ Report continued
Directors’ Responsibility Statement
Reporting requirements
The following sets out the location of additional information forming part of the Directors’ Report:
Reporting requirement
Location
Strategic Report – Companies Act 2006 s414A-D
Strategic Report on pages 2 to 59
DTR4.1.8R – Management Report – the Directors’ Report and
Strategic Report comprise the ‘management report’
Directors’ Report on pages 107 to 110 and the Strategic Report on
pages 2 to 59
Likely future developments of the business and Group
Strategic Report on pages 2 to 59
Statement on corporate governance
Details of use of financial instruments and specific policies for
managing financial risk
The Board’s assessment of the Group’s internal control systems
Corporate Governance Report, Audit Committee Report, Risk
Committee Report, Nomination Committee Report and Directors’
Remuneration Report on pages 60 to 106
Note 21 to the Group Financial Statements on pages 140 to 141
Corporate Governance Report on pages 60 to 75, the Audit Committee
Report on pages 82 to 87 and Risk Committee Report on pages 88 to
90
Greenhouse gas emissions
Sustainability and Stakeholder Engagement Report on page 42
Directors’ remuneration including disclosures required by Schedule
5 and Schedule 8 of SI2008/410 – Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008
Directors’ Remuneration Report on pages 91 to 106
Directors’ responsibility statement
Directors’ Responsibility Statement on page 111
Directors’ interests
Directors’ Remuneration Report on page 103
The Strategic Report comprising the inside cover and pages 2 to 59
and this Directors’ Report comprising pages 107 to 110 have been
approved by the Board and are signed on its behalf by:
Katherine Bellau
Company Secretary
17 February 2021
Registered office: Moneysupermarket House, St. David’s Park, Ewloe,
Chester CH5 3UZ
The Directors are responsible for preparing the Annual Report and
the Group and Parent Company Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent
Company financial statements for each financial year. Under that law
they are required to prepare the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and applicable law.
In addition, the Group financial statements are required under the
UK Disclosure Guidance and Transparency Rules to be prepared in
accordance with International Financial Reporting Standards adopted
pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union (“IFRSs as adopted by the EU”). They have elected to
prepare the Parent Company financial statements in accordance with
UK accounting standards and applicable law including, FRS 102 The
Financial Reporting Standard applicable in the UK and Republic of
Ireland.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and Parent Company and of their
profit or loss for that period. In preparing each of the Group and
Parent Company financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable, relevant,
reliable and prudent;
•
•
for the Group financial statements state whether they have been
prepared in accordance with international accounting standards
in conformity with the requirements of the Companies Act 2006
and International Financial Reporting Standards adopted pursuant
to Regulation (EC) No 1606/2002 as it applies in the European
Union (“IFRSs as adopted by the EU”);
for the Parent Company financial statements, state whether
applicable UK accounting standards have been followed, subject
to any material departures disclosed and explained in the Parent
Company financial statements;
• assess the Group and Parent Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern; and
• use the going concern basis of accounting unless they either
intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Parent Company and enable them to ensure
that its financial statements comply with the Companies Act 2006.
They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error, and
have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
Each of the Directors whose names and functions are set out on
pages 62 and 63 confirms that, to the best of their knowledge:
the Financial Statements, prepared in accordance with the
•
applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation
taken as a whole; and
•
the Directors’ Report includes a fair review of the development
and performance of the business and the position of the issuer
and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that they face.
In addition, the Directors consider the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
Peter Duffy
Chief Executive Officer
Scilla Grimble
Chief Financial Officer
Financial StatementsStrategic ReportGovernance 112
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
113
Independent Auditor’s Report to the Members of
Moneysupermarket.com Group PLC
1. Our opinion is unmodified
We have audited the Financial Statements of Moneysupermarket.com Group PLC (“the Company”) for the year ended 31 December 2020
which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement
of Changes in Equity, Consolidated Statement of Cash Flows and the related notes including the accounting policies in note 2 to the Group
Financial Statements, and the Company Balance Sheet and Company Statement of Changes in Equity, and the related notes including the
accounting policies in note 1 to the Parent Company Financial Statements.
In our opinion:
•
the Financial Statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2020
and of the Group’s profit for the year then ended;
the Group Financial Statements have been properly prepared in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union (IFRSs as adopted by the EU);
the Parent Company Financial Statements have been properly prepared in accordance with UK accounting standards, including FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland; and
the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group
Financial Statements, Article 4 of the IAS Regulation to the extent applicable.
•
•
•
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion
is consistent with our report to the Audit Committee.
We were appointed by the Company before 9 July 2007. The period of total uninterrupted engagement is for the 14 financial years ended
31 December 2020. Prior to that we were also auditor to the Group’s previous Parent Company, but which, being unlisted, was not a public-
interest entity. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical
requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard
were provided.
Overview
Materiality:
Group Financial Statements as a whole
£4.0m (2019: £5.4m)
4.6% (2019: 4.7%) of Group profit before tax
Coverage
100% (2019: 100%) of Group profit before tax
Key audit matters
vs. 2019
Recurring risks
Revenue recognition:
Accrued revenue
Recoverability of Parent Company’s investment in
subsidiary and debt due from Group entities
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the Financial Statements and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had
the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We
summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion above, together with our key
audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters
were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the
Financial Statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a
separate opinion on these matters.
The risk
Our response
Our procedures over accrued revenue included:
• Control design and observation: We performed the detailed tests
below rather than seeking to rely on any of the Group’s controls
because our knowledge of the design of these controls indicated that
we could not be able to obtain the required evidence to support
reliance on controls;
Invoice and/or cash test of details: We agree a sample of amounts
from the revenue accrual, where the invoice has been raised post
year-end, to the raised invoice and/or cash received post year end and
performed an assessment of whether the differences identified
through these procedures were material;
•
• Contract rate test of details: We agreed a sample of the contract
rates used in the accrued revenue calculation to signed provider
contracts;
• Historical comparisons: We assessed the historical accuracy of
accrued revenue, comparing actual sales to prior month accruals to
understand the reasons for significant variances and determine
whether they are indicative of bias or error in the Group’s approach to
estimating accrued revenue;
• Accuracy of lead data: We tested the accuracy of the lead data used
in the calculation of the uninvoiced element of accrued revenue not
collected before the approval of the Financial Statements. We used our
own data extraction of the number of leads from the source system
and considered whether the lead data used in the accrued revenue
calculation was complete and accurate; and
• Assessing transparency: We assessed the adequacy of the Group’s
disclosures about the degree of estimation involved in arriving at
accrued revenue.
Our results
• We found the resulting estimate of the revenue accrual to be
acceptable (2019: acceptable).
Revenue recognition:
Accrued revenue
Subjective estimate:
(2020: £33.5
million; 2019: £38.7
million)
Refer to page 84
(Audit Committee
Report), page 125
(accounting
policy) and page 138
(financial disclosures).
Accrued revenue represents the
amount uninvoiced at the period
end. Accrued revenue of £33.5
million (2019: £38.7 million) is 9.9%
(2019: 10.0%) of total revenue.
Revenue is recognised
predominantly from internet lead
generation that convert into a
completed sale. Accrued revenue as
at the period end is recorded when it
is highly probable that a significant
reversal in the amount of cumulative
revenue recognised will not occur
and is based on an estimation of
leads provided that will result in
completed sales.
There is a level of inherent
subjectivity in estimating the number
of leads that will convert into
completed sales at the period end.
The effect of these matters is that, as
part of our risk assessment for audit
planning purposes, we determined
that the conversion rate assumption
within the revenue accrual had a
degree of estimation subjectivity,
with a potential range of reasonable
outcomes greater than our
materiality for the Financial
Statements as a whole.
A significant amount of accrued
revenue was converted to cash or
invoiced shortly after the year end.
Accordingly, in conducting our final
audit work, we reassessed the
degree of estimation subjectivity to
be reduced, compared to the audit
planning phase. The Financial
Statements (note 17 ) disclose a
sensitivity estimated by the Group
based on historical under and over
estimates of the revenue accrual.
This is disclosed as a key audit
matter due to the significant focus
from the audit team on this balance.
Financial StatementsStrategic ReportGovernance
114
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
115
Independent Auditor’s Report to the Members of
Moneysupermarket.com Group PLC continued
Recoverability of
Parent Company’s
investment in
subsidiary and debt
due from Group
entities
Investment in subsidiary
(2020: £181.7
million; 2019:
£181.7 million)
Amounts due from
subsidiary undertakings
(2020: £154.3
million; 2019:
£579.2 million)
Low risk, high value:
The carrying amount of the Parent
Company’s investment in subsidiary
and debt due from Group entities
represents 99.7% (2019: 99.9%) of
the Parent Company’s total assets.
Their recoverability is not a high risk
of significant misstatement or
subject to significant judgement.
However, due to their materiality in
the context of the Parent Company
Financial Statements, this is
considered to be the area that had
the greatest effect on our overall
Parent Company audit.
Our procedures included:
We performed the tests below rather than seeking to rely on any of the
company’s controls because the nature of the balance is such that we would
expect to obtain audit evidence primarily through the detailed procedures
described.
• Test of detail: We compared the carrying amount of the investment in
subsidiary and debt due from Group entities with the subsidiary’s draft
balance sheet to identify whether its net assets, being an
approximation of its minimum recoverable amount, was in excess of its
carrying amount;
• Assessing subsidiary audits: We assessed the work performed by
the audit team on the subsidiaries and considering the results of that
work on those subsidiaries’ profits and net assets including assessing
the liquidity of the assets and therefore the ability of the subsidiary to
fund the repayment of the receivable; and
• Comparing valuations: We compared the carrying amount of the
investment and debt due from Group entities to the Group’s market
capitalisation to assess whether there are any indicators of
impairment.
Our results
• We found the Company’s conclusion that there is no impairment of its
investment in subsidiary and debt due from Group entities to be
acceptable (2019: acceptable).
3. Our application of materiality and an overview of the scope of our audit
Materiality for the Group Financial Statements as a whole was set at £4.0 million (2019: £5.4 million), determined with a reference to a
benchmark of Group profit before tax of £87.8 million (2019: £116.0 million), of which it represents 4.6% (2019: 4.7%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the Financial Statements as a whole.
Materiality for the Parent Company Financial Statements as a whole was set at £2.6 million (2019: £4.5 million), determined with a reference to
a benchmark of Parent Company total assets of £337.0 million (2019: £761.4 million) of which it represents 0.8% (2019: 0.6%).
Performance materiality for the Group and Parent Company was set at 75% (2019: 75%) of materiality for the Financial Statements as a whole,
which equates to £3.0 million (2019: £4.1 million) for the Group and £2.0 million (2019: £3.4 million) for the Parent Company. We applied this
percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £0.20 million (2019: £0.27
million), in addition to other identified misstatements that warranted reporting on qualitative grounds.
Of the Group’s seven (2019: seven) reporting components, we subjected five (2019: six) to full scope audits for group purposes and nil (2019:
one) to specified risk-focused audit procedures. Two components in the current year (2019: two) were not individually financially significant
enough to require a full scope audit for group purposes, but in 2019 one did present specific individual risks that needed to be addressed.
Work on all components, including the audit of the Parent Company, was performed by the Group team.
The components within the scope of our work accounted for the percentages illustrated below.
For the residual components, we performed analysis at an aggregated group level to re-examine our assessment that there were no
We continue to perform procedures over the capitalisation of software and development costs. However, amounts capitalised on new projects
were significantly lower during the year and therefore we have not assessed this as a significant risk in our current year audit and, therefore, it
is not separately identified in our report this year.
significant risks of material misstatement within these.
Group profit before tax
£87.8m
(2019: £116.0m)
Group materiality
£4.0m
(2019: £5.4m)
£4.0 m
Whole financial
statements materiality
(2019: £5.4m)
£3.8m
Range of materiality
at seven components
(£1.6 to £3.8m)
(2019: £0.02m to £4.10m)
£0.20m
Misstatements reported
to the audit committee
(2019: £0.27)
Group total assets
Group revenue
Group profit before tax
0
5
100%
(2019: 100%)
95
100
0
7
100%
(2019: 100%)
93
100
0
2
100%
(2019: 100%)
98
100
Full scope for group audit purposes 2020
Full Scope for group audit purposes 2019
Specified Risk-focused audit procedures 2019
Group profit before tax
Group materiality
4. Going concern
The Directors have prepared the Financial Statements on the going concern basis as they do not intend to liquidate the Group or the Parent
Company or to cease their operations, and as they have concluded that the Group’s and the Parent Company’s financial position means that
this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for a period in excess of 12 months from the date of approval of the Financial Statements (“the going concern
period”). We used our knowledge of the Group, it’s industry, and the general economic environment to identify the inherent risks to its
business model and assessed how those risks might affect the Group’s and the Parent Company’s financial resources or ability to continue
operations over the going concern period. The risks that we considered most likely to adversely affect the Group’s and the Parent Company’s
available financial resources and metrics relevant to debt covenants over this period were:
• The impact of economic conditions (including the impact of COVID-19), the competitive environment and a reduction in consumer
demands;
• The potential impact of a significant data breach or cyber attack, the resulting fines and damage to brand strength and reputation; and
• The impact of regulatory changes and government policy reducing the availability of attractive products to customers.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing the
degree of downside assumption that, individually and collectively, could result in a liquidity issue, taking into account the Group’s current and
projected cash and facilities (a reverse stress test).
Financial StatementsStrategic ReportGovernance
116
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
117
Independent Auditor’s Report to the Members of
Moneysupermarket.com Group PLC continued
We also assessed the completeness and adequacy of the going concern disclosure. Our conclusions based on this work are:
• we consider that the Directors’ use of the going concern basis of accounting in the preparation of the Financial Statements is appropriate;
• we have not identified, and concur with the Directors’ assessment that there is not, a material uncertainty related to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s or the Parent Company’s ability to continue as a going concern for
the going concern period;
• we have nothing material to add or draw attention to in relation to the Directors’ statement in note 2 to the Financial Statements on the
use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and the Parent
Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 2 to be acceptable; and
the related statement under the Listing Rules set out on page 34 is materially consistent with the Financial Statements and our audit
knowledge.
•
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Parent
Company will continue in operation.
5. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (‘fraud risks’) we assessed events or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
•
Inquiring of Directors, the Audit Committee, the Risk Committee, Internal Audit and inspection of policy documentation as to the Group’s
high-level policies and procedures to prevent and detect fraud, including the Internal Audit function, and the Group’s channel for
“whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.
• Reading Board, Audit and Risk Committee meeting minutes.
• Considering remuneration incentive schemes and performance targets for Directors including the revenue growth, adjusted EBITDA and
adjusted earnings per share growth targets for remuneration.
• Using analytical procedures to identify any usual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit targets, we perform procedures to address the
risk of management override of controls and the risk of fraudulent revenue recognition, in particular the risk of bias in accounting for the
revenue accrual estimate and the risk that Group management may be in a position to make inappropriate accounting entries.
We did not identify any additional fraud risks.
Further detail in respect of the revenue accrual estimate is set out in the key audit matter disclosures in section 2 of this report.
We performed procedures including:
•
Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting
documentation. These included those posted to unusual accounts.
• Assessing significant accounting estimates for bias.
Identifying and responding to risks of material misstatement due to non-compliance with
laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the Financial Statements from our
general commercial and sector experience, and through discussion with the Directors and other management (as required by the auditing
standards), and discussed with the Directors and other management the policies and procedures regarding compliance with laws and
regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s
procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance
throughout the audit.
The potential effect of these laws and regulations on the Financial Statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the Financial Statements including financial reporting legislation
(including related companies legislation), distributable profits legislation and tax legislation and we assessed the extent of compliance with
these laws and regulations as part of our procedures on the related Financial Statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect
on amounts or disclosures in the Financial Statements, for instance through the imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: data protection law and laws and regulations of various bodies that regulate the Group’s
activities including the Competition and Market Authority (‘CMA’), the Financial Conduct Authority (‘FCA’), the Information Commissioners Office
(‘ICO’), the Office of Gas and Electricity (‘Ofgem’) and the Office of Communications (‘Ofcom’). Auditing standards limit the required audit
procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of
regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
We assessed the legality of the distribution in the period by assessing the level of distributable profits.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the
Financial Statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example,
the further removed non-compliance with laws and regulations is from the events and transactions reflected in the Financial Statements, the
less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We
are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
6. We have nothing to report on the other information in the Annual Report
The Directors are responsible for the other information presented in the Annual Report together with the Financial Statements. Our opinion
on the Financial Statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly
stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our Financial Statements audit work, the
information therein is materially misstated or inconsistent with the Financial Statements or our audit knowledge. Based solely on that work we
have not identified material misstatements in the other information.
Strategic report and Directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the Strategic report and the Directors’ report;
•
•
in our opinion the information given in those reports for the financial year is consistent with the Financial Statements; and
in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with
the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ disclosures in respect of
emerging and principal risks and the Viability Statement, and the Financial Statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
•
the Directors’ confirmation within the Viability Statement, page 34, that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
the Principal Risks and Uncertainty disclosures describing these risks and explaining how they are being managed and mitigated; and
the Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over what period they have
done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including
any related disclosures drawing attention to any necessary qualifications or assumptions.
•
•
We are also required to review the Viability Statement, set out on page 34 under the Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially consistent with the Financial Statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our Financial Statements audit. As we
cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s and
the Parent Company’s longer-term viability.
Financial StatementsStrategic ReportGovernance
118
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
119
Independent Auditor’s Report to the Members of
Moneysupermarket.com Group PLC continued
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2020
Revenue
Cost of sales
Gross profit
Distribution expenses
Administrative expenses
Operating profit
Change in fair value of financial instruments
Finance income
Finance expense
Share of post-tax loss of equity accounted investees
Profit before tax
Taxation
Profit for the year
Other comprehensive income – items that will not be reclassified to profit and loss:
Change in fair value of financial instruments
Total comprehensive income for the year
All profit and comprehensive income is attributable to the equity holders of the Company and relates to
continuing operations
Earnings per share
Basic earnings per ordinary share (p)
Diluted earnings per ordinary share (p)
Year ended
31 December
2020
£m
Year ended
31 December
2019
£m
344.9
(115.4)
229.5
(34.3)
(108.2)
87.0
3.5
0.1
(2.1)
(0.7)
87.8
(18.5)
69.3
2.6
71.9
12.9
12.9
388.4
(122.0)
266.4
(29.9)
(118.2)
118.3
–
0.2
(2.2)
(0.3)
116.0
(21.1)
94.9
2.1
97.0
17.7
17.7
Note
4
6
16
8
8
14
9
15
10
10
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate governance
disclosures and the Financial Statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the Financial Statements and
our audit knowledge:
•
the Directors’ statement that they consider that the Annual Report and Financial Statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business
model and strategy;
the section of the Annual Report describing the work of the Audit Committee, including the significant issues that the Audit Committee
considered in relation to the Financial Statements, and how these issues were addressed; and
the section of the Annual Report that describes the review of the effectiveness of the Group’s risk management and internal control
systems.
•
•
We are required to review the part of the Corporate Governance Report relating to the Group’s compliance with the provisions of the UK
Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.
7. We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from
•
branches not visited by us; or
the Parent Company Financial Statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
•
certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 111, the Directors are responsible for: the preparation of the Financial Statements
including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of
Financial Statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of
accounting unless they either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the Financial Statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
9. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and the terms of our engagement by the Company. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s report and the further matters we are required to state to
them in accordance with the terms agreed with the Company, and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report,
or for the opinions we have formed.
Suvro Dutta (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square London
E14 5GL
17 February 2021
Financial StatementsStrategic ReportGovernance
120
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
Consolidated Statement of Financial Position
at 31 December 2020
Consolidated Statement of Changes in Equity
for the year ended 31 December 2020
31 December
2020
£m
31 December
2019
£m
Note
Issued share
capital
£m
Share
premium
£m
Reserve for
own shares
£m
Retained
earnings
£m
Note
Other
reserves
£m
Assets
Non-current assets
Property, plant and equipment
Intangible assets and goodwill
Equity accounted investments
Other investments
Total non-current assets
Current assets
Derivative financial assets
Trade and other receivables
Prepayments
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Non-current liabilities
Other payables
Deferred tax liabilities
Total non-current liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Total current liabilities
Total liabilities
Equity
Share capital
Share premium
Reserve for own shares
Retained earnings
Other reserves
Total equity
Total equity and liabilities
12
13
14
15
16
17
21
18
19
18
20
42.6
170.8
2.6
8.2
224.2
3.5
45.1
8.8
23.6
81.0
44.7
177.9
0.5
5.3
228.4
–
47.4
6.3
24.2
77.9
305.2
306.3
30.7
11.4
42.1
54.6
–
54.6
96.7
0.1
205.0
(2.8)
(57.2)
63.4
208.5
305.2
37.3
10.8
48.1
52.2
6.7
58.9
107.0
0.1
204.7
(2.9)
(63.4)
60.8
199.3
306.3
The Financial Statements were approved by the Board of Directors and authorised for issue on 17 February 2021. They were signed on its
behalf by:
Peter Duffy
Chief Executive Officer
Scilla Grimble
Chief Financial Officer
121
Total
£m
200.5
94.9
2.1
97.0
(0.5)
–
0.7
(100.0)
1.6
199.3
69.3
2.6
71.9
(0.9)
–
0.3
(62.8)
0.7
At 1 January 2019
Profit for the year
Other comprehensive income for the period
Total comprehensive income for the year
Purchase of shares by employee trusts
Exercise of LTIP awards
New shares issued
Equity dividends
Share-based payments
At 31 December 2019
Profit for the year
Other comprehensive income for the period
Total comprehensive income for the year
Purchase of shares by employee trusts
Exercise of LTIP awards
New shares issued
Equity dividends
Share-based payments
At 31 December 2020
15
11
23
15
11
23
0.1
–
–
–
–
–
0.0
–
–
0.1
–
–
–
–
–
0.0
–
–
0.1
204.0
–
–
–
–
–
0.7
–
–
204.7
–
–
–
–
–
0.3
–
–
205.0
(2.6)
–
–
–
(0.5)
0.2
–
–
–
(2.9)
–
–
–
(0.9)
1.0
–
–
–
(2.8)
(59.7)
94.9
–
94.9
–
(0.2)
–
(100.0)
1.6
58.7
–
2.1
2.1
–
–
–
–
–
(63.4)
60.8
69.3
–
69.3
–
(1.0)
–
(62.8)
0.7
(57.2)
–
2.6
2.6
–
–
–
–
–
63.4
208.5
Reserve for own shares
The reserve for the Company’s own ordinary shares comprises the cost of the Company’s ordinary shares held by the Group through
employee trusts. At 31 December 2020, the Group held 337,281 (2019: 331,720) ordinary shares at a cost of 0.02p per share (2019: 0.02p)
through a Share Incentive Plan trust for the benefit of the Group’s employees.
The Group also held 303,473 (2019: 296,362) shares through an Employee Benefit Trust at an average cost of 273.39p per share (2019:
326.95p) for the benefit of employees participating in the various Long Term Incentive Plan schemes.
Other reserves
The other reserves balance represents the merger and revaluation reserves generated upon the acquisition of Moneysupermarket.com
Financial Group Limited by the Company, as discussed below, and a capital redemption reserve for £19,000 arising from the acquisition of
95,294,118 deferred shares of 0.02p by the Company from Simon Nixon.
Upon the acquisition of Moneysupermarket.com Financial Group Limited, a merger reserve of £60.8m for 15% of the fair value of assets
acquired, a merger reserve of £16.9m for 45% of the book value transferred from a company under common control, and a revaluation
reserve of £65.3m representing 45% of the fair value of the intangible assets transferred from a company under common control were
recognised. Amounts were transferred from these reserves to retained earnings as the goodwill and other intangibles balances which relate to
this acquisition were impaired and amortised.
The fair value reserve of £4.7m (2019: £2.1m) represents amounts recognised in other comprehensive income in relation to the fair value
uplift in investments.
The balance of other reserves is broken down in the below table.
Other reserves
Fair value reserve
Merger reserve
Revaluation reserve
Amounts transferred from reserves to retained earnings
Total
31 December
2020
£m
31 December
2019
£m
4.7
16.9
65.3
(23.5)
63.4
2.1
16.9
65.3
(23.5)
60.8
Financial StatementsStrategic ReportGovernance 122 Moneysupermarket.com Group PLC Annual Report and Accounts 2020
Consolidated Statement of Cash Flows
for the year ended 31 December 2020
Cash flows from operating activities
Profit for the year
Adjustments to reconcile Group profit to net cash flow from operating activities:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Share of post-tax loss of equity accounted investees
Change in fair value of financial instruments
Net finance costs
Equity-settled share-based payment transactions
Income tax expense
Change in trade and other receivables
Change in trade and other payables
Income tax paid
Net cash from operating activities
Cash flows from investing activities
Interest received
Acquisition of investments
Acquisition of property, plant and equipment
Acquisition of intangible assets
Net cash used in investing activities
Cash flows from financing activities
Dividends paid
Proceeds from share issue
Purchase of shares by employee trusts
Proceeds from borrowings
Repayment of borrowings
Interest paid
Repayment of lease liabilities
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
Changes in liabilities from financing activities
At 1 January 2019
Changes from financing cash flows
Proceeds from borrowings
Repayment of borrowings
Interest paid
Repayment of lease liabilities
Total changes from financing cash flows
Other changes
Interest expense in respect of loans, borrowings and lease liabilities
New leases
Balance at 31 December 2019
At 1 January 2020
Changes from financing cash flows
Proceeds from borrowings
Repayment of borrowings
Interest paid
Repayment of lease liabilities
Total changes from financing cash flows
Other changes
Interest expense in respect of loans, borrowings and lease liabilities
At 31 December 2020
Year ended
31 December
2020
£m
Year ended
31 December
2019
£m
Note
69.3
4.5
16.3
0.7
(3.5)
2.0
0.7
18.5
(0.2)
0.2
(24.6)
83.9
0.1
(7.1)
(1.8)
(8.8)
(17.6)
(62.8)
0.3
(0.9)
55.0
(55.0)
(1.7)
(1.8)
(66.9)
(0.6)
24.2
23.6
Lease
liabilities
£m
30.2
—
—
(1.0)
(0.8)
(1.8)
1.2
4.8
34.4
34.4
—
—
(1.0)
(1.8)
(2.8)
1.2
32.8
12
13
14
16
8
23
9
11
21
Loans and
borrowings
£m
15.0
49.0
(64.0)
(0.4)
—
(15.4)
0.4
—
—
—
55.0
(55.0)
(0.7)
—
(0.7)
0.7
—
94.9
4.5
16.4
0.3
—
2.0
1.6
21.1
(4.1)
(0.9)
(22.1)
113.7
0.2
(2.3)
(4.5)
(10.7)
(17.3)
(100.0)
0.7
(0.5)
49.0
(64.0)
(1.4)
(0.8)
(117.0)
(20.6)
44.8
24.2
Total
£m
45.2
49.0
(64.0)
(1.4)
(0.8)
(17.2)
1.6
4.8
34.4
34.4
55.0
(55.0)
(1.7)
(1.8)
(3.5)
1.9
32.8
Notes to the Consolidated Financial Statements
123
1. Corporate information
The Consolidated Financial Statements of Moneysupermarket.com Group PLC, a public company incorporated and domiciled in England
(registered at MoneySuperMarket House, St David’s Park, Ewloe, Chester, UK, CH5 3UZ), and its subsidiaries (together referred to as the
‘Group’) for the year ended 31 December 2020, were authorised for issue in accordance with a resolution of the Directors on 17 February
2021. ‘The Consolidated Financial Statements have been prepared in accordance with applicable law and international accounting standards
in conformity with the requirements of the Companies Act 2006 (“Adopted IFRS”) and prepared in accordance with international financial
reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. The presentation currency of
these Consolidated Financial Statements is sterling. All amounts in the Consolidated Financial Statements have been rounded to the nearest
£100,000. The Company has elected to prepare its Company Financial Statements in accordance with FRS 102 – The Financial Reporting
Standard applicable in the UK and Republic of Ireland; these are presented on pages 147 to 152.
The principal activity of the Group is to provide price comparison and lead generation services to customers across a wide range of products
including money, insurance and home services through its websites.
2. Summary of significant accounting policies
The Group has consistently applied the following accounting policies to all periods presented in these Consolidated Financial Statements,
unless if mentioned otherwise.
Basis of preparation
The Consolidated Financial Statements are prepared on the historical cost basis, except where otherwise stated. Comparative figures
presented in the Consolidated Financial Statements represent the year ended 31 December 2019.
Going concern
The Directors have prepared the Consolidated Financial Statements on a going concern basis for the following reasons. The Group is
profitable, cash generative and has no external debt other than the revolving credit facility, “RCF”, (£nil drawn as at 31 December 2020 and
post year end out of the £90m available). The operations of the business have been impacted by COVID-19 and whilst revenue and profit are
lower than for the same period in 2019, the Group remains profitable, cash generative and compliant with the covenants of the RCF.
The Directors have prepared cash flow forecasts for the Group for a period in excess of 12 months from the date of approval of the
Consolidated Financial Statements and have also considered the impact of COVID-19 upon the Group’s business, financial position, and
liquidity in severe, but plausible, downside scenarios, using stress testing and scenario modelling techniques. The scenarios modelled take into
account the impacts of COVID-19 and include a base scenario derived from the Group’s latest forecasts. The severe, but plausible, downside
scenarios modelled, under a detailed exercise at a channel level, included minimal revenue recovery over the period of the cash flow forecasts,
while conservatively assuming no operational cost mitigation actions are taken to reduce the cost base where reduced revenues are forecast.
The impact these scenarios have on the financial resources, including the extent of utilisation of the available RCF and impact on covenant
calculations has been modelled. The Directors also considered possible mitigating circumstances and actions in the event of such scenarios
occurring, including the availability of the Group’s banking facilities, reduction in the ordinary dividend payment, removal of future special
dividends/share buybacks or the slowdown of capital expenditure.
The scenarios tested showed that the Group will be able to operate at adequate levels of liquidity for a period in excess of 12 months from the
date of signing the Consolidated Financial Statements. The Directors, therefore, consider that the Group has adequate resources to continue
in operational existence for a period in excess of 12 months from the date of approval of the Consolidated Financial Statements and have
prepared them on a going concern basis.
Use of estimates and judgements
The preparation of Consolidated Financial Statements requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected.
Information about assumptions and estimation uncertainties at 31 December 2020 that may have a risk of resulting in an adjustment to the
carrying amounts of assets and liabilities in the next financial year is included in the following notes:
• Note 17 trade and other receivables (focusing on the accrued revenue that has not been received in cash at the balance sheet date)
Revenue accruals are calculated by applying revenue per transaction based on historic trends to the number of clicks tracked. See note 17 for
details of assumptions and underlying estimates.
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the
Consolidated Financial Statements is included in the following notes:
• Note 13 intangible assets and goodwill (capitalisation of software and development costs)
• Note 3 and note 14 equity accounted investments (determination of whether the joint arrangement is a joint venture or a joint operation)
Financial StatementsStrategic ReportGovernance 124
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125
Notes to the Consolidated Financial Statements continued
2. Summary of significant accounting policies continued
Basis of consolidation
These Consolidated Financial Statements incorporate the Financial Statements of the Company and all its subsidiaries.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. The acquisition date is the date on
which control is transferred to the acquirer. The Financial Statements of subsidiaries are included in the Consolidated Financial Statements
from the date that control commences until the date that control ceases.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating
policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the
arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes
transaction costs. Subsequent to initial recognition, the Consolidated Financial Statements include the Group’s share of the profit or loss and
OCI of equity accounted investees, until the date on which significant influence or joint control ceases.
As a result the Company accounted for this 45% interest in Moneysupermarket.com Financial Group Limited at original carrying value rather
than fair value at the date of the acquisition. The acquisition of the remaining shares in Moneysupermarket.com Financial Group Limited was
accounted for in accordance with IFRS 3 Business Combinations applying the accounting guidance for a business combination achieved in
stages. This resulted in the fair value of the identifiable assets, liabilities and contingent liabilities of Moneysupermarket.com Financial Group
Limited being recognised in full and the goodwill in respect of the acquisition from third parties being recognised.
Revenue
Revenue is derived from the Group’s principal activity of providing price comparison and lead generation services on the internet. The Group
generates fees from internet lead generation and commissions from brokerage sales through a variety of contractual arrangements.
Revenue is recognised when the Group has satisfied its performance obligations relating to a transaction. IFRS 15 – Revenue from Contracts
with Customers requires the Group to allocate the transaction price to separate performance obligations within a contract.
The following table provides information about the nature and timing of the satisfaction of performance obligations and the related revenue
recognition policies.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. The
Directors have made an accounting policy choice to not eliminate transactions with equity accounted investees.
Type of sales transaction
Price comparison services
Accounting for business combinations
From 1 January 2010 the Group has applied IFRS 3 Business Combinations (2008) in accounting for business combinations using the
acquisition method. The change in accounting policy has been applied prospectively.
Acquisitions on or after 1 January 2010
For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:
•
•
•
•
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
the net recognised amount (fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
Nature and timing of satisfaction of
performance obligations
Revenue recognition policies
The performance obligation is the provision of an
internet lead to a provider’s website.
Revenue is recognised in the period in which the
lead is provided.
The trigger for the transaction price to become
receivable is usually a completed sale on the
provider’s website. However, for some contracts
the trigger is the point at which the lead is
provided.
The transaction price is a either a fixed amount
per completed sale or a variable amount derived
from the terms of the completed sale.
At the period end an estimate of accrued
revenue is made for leads provided that have
resulted in completed sales. This is based on the
volume of leads provided in the period, historic
conversion rates and the expected price per
completed sale.
For some contracts, an estimate of accrued
revenue is also made for leads that will result in
completed renewals. This is based on expected
renewal rates and premiums.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally
recognised in profit or loss.
From historical experience and post year end confirmation, the Group does not expect there to be a material difference between the revenue
accrued at the year end and the amount subsequently billed.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection
with a business combination are expensed as incurred.
Any contingent amount payable is recognised at fair value at the acquisition date. If the contingent amount is classified as equity, it is not
remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent amount are
recognised in profit or loss. Where the contingent amount is dependent on future employment, it is treated as a cost of continuing
employment, and therefore is recognised as an expense over the relevant period.
Deferred consideration comprises obligations to pay specified amounts at future dates, i.e. there is no uncertainty about the amount to be
paid. It is recognised and measured at fair value at the date of acquisition and it is included in the consideration transferred. The unwinding of
any interest element or deferred consideration is recognised in the Income Statement.
Acquisitions between 22 June 2007 and 1 January 2010
For acquisitions between 22 June 2007 and 1 January 2010, goodwill represents the excess of the cost of the acquisition over the Group’s
interest in the recognised amount (generally fair value) of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the
excess was negative, a bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business
combinations were capitalised as part of the cost of the acquisition.
The Group was established via a series of transactions that occurred concurrently on 22 June 2007. These comprised the incorporation of the
Company with Simon Nixon as sole shareholder, the acquisition by the Company using a share for share exchange of Simon Nixon’s 45%
interest in Moneysupermarket.com Financial Group Limited and the acquisition by the Company of all other shares in Moneysupermarket.com
Financial Group Limited from third parties. The acquisition of Simon Nixon’s shares was between two parties, being Simon Nixon and the
Company, who were under common control at the time of the transaction. The acquisition was of an interest in a company which gave the
investor a significant influence in the company and it was concluded that this arrangement was a common control transaction and not within
the scope of IFRS 3 Business Combinations.
Cost of sales
The Group recognises associated costs of internet lead generation in the period that the lead is generated. Costs in respect of cashback and
incentive payments made by the Group to customers and revenue share for B2B partnerships are also included in cost of sales.
Advertising costs
The Group incurs costs from advertising via a number of different media. Costs associated with the production of adverts are recognised as an
expense in the Consolidated Statement of Comprehensive Income only once the advert is available to the Group in a format ready for use,
having been approved for airing or displaying. The cost of airing or displaying the advert is taken as an expense in the period in which the
advert is aired or displayed.
Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Subsequent
expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. Where
parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and
equipment.
Depreciation is charged to the Statement of Comprehensive Income on a straight-line basis over the estimated useful life of each part of an
item of property, plant and equipment. Assets under construction are not depreciated until brought into use. The estimated useful lives are as
follows:
Land and buildings
Plant and equipment (including IT equipment)
Office equipment
Fixtures and fittings
10-50 years
3 years
5 years
5 years
The useful lives and depreciation rates are reassessed at each reporting date and adjusted if appropriate.
Financial StatementsStrategic ReportGovernance 126
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
127
Notes to the Consolidated Financial Statements continued
2. Summary of significant accounting policies continued
Intangible assets and goodwill
Goodwill
Goodwill is measured at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at least annually,
and whenever there is an indication that the carrying value may be impaired.
Other intangible assets
The cost of other intangible assets acquired in a business combination is fair value as at the date of acquisition. After initial recognition,
intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. All the Group’s intangible
assets (other than goodwill) have been identified as having finite useful lives. As such, they are amortised on a straight-line basis over their
useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation
period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each reporting date and adjusted if
appropriate. The amortisation expense on intangible assets with finite lives is recognised in the Statement of Comprehensive Income. The
estimated useful lives are as follows:
Market-related
Customer relationships
Customer lists
Technology
10 years
7 years
3 years
3 – 5 years
Internally generated and other intangible assets are amortised under the same method as noted above.
Market-related intangible assets are defined as those that are primarily used in the marketing or promotion of products and services, for
example trademarks, trade names and internet domain names.
Customer-related intangible assets acquired by the Group consist of customer lists, customer contracts and relationships, and non-
contractual customer relationships. For accounting purposes, customer relationships and customer lists have been identified separately.
Relationships with high-profile customers provide the Group with prominence in the marketplace, create volume and traffic on the website,
and enhance the reputation of the brand. Customer lists allow the Group to undertake targeted marketing activities.
it is technically feasible to complete the project so that it will be available for use;
Technology-based intangible assets relate to innovations and technical advances such as computer software, patented and unpatented
technology, databases and trade secrets. Costs that are directly attributable to projects of a capital nature are recognised as technology-based
intangible assets controlled by the Group and are recognised when the following criteria are met:
•
• management intends to complete the project and use it;
•
•
• adequate technical, financial and other resources to complete the development and to use output of the project is available; and
•
there is an ability to use or sell the project;
it can be demonstrated how the project will generate probable future economic benefits;
the expenditure attributable to the project during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the project can include employee and contractor costs. Other development
expenditures that do not meet these criteria, as well as ongoing maintenance and costs associated with routine upgrades and enhancements,
are recognised as an expense as incurred.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.
All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.
Research and development
Expenditure on research activities, undertaken with the prospect of gaining technical knowledge and understanding, is charged to the
Consolidated Statement of Comprehensive Income when incurred. Development expenditure is capitalised when it meets the criteria outlined
in IAS 38 – Intangible Assets. Expenditure that does not meet the criteria is expensed directly to the Consolidated Statement of
Comprehensive Income.
Financial instruments
Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities
are initially recognised when the Group becomes a party to the contractual provisions of the instrument.
Fixed asset and short term investments in equity securities held by the Group are classified as fair value through other comprehensive income
(‘FVOCI’) – equity instruments and are stated at fair value, with any resultant gain or loss being recognised directly in other comprehensive
income (in the fair value reserve).
Cash and cash equivalents comprise cash balances and call deposits.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value
plus, for an item not at fair value through profit or loss (‘FVTPL’), transaction costs that are directly attributable to its acquisition or issue. A
trade receivable without a significant financing component is initially measured at the transaction price.
Classification and subsequent measurement
Financial assets
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial
assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the
business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
•
•
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
•
•
it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. This includes all
derivative financial assets.
Financial assets – subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in profit or loss.
Financial assets at amortised cost
Debt investments at FVOCI
Equity investments at FVOCI
These assets are subsequently measured at amortised cost using the effective interest method. The
amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in
profit or loss.
These assets are subsequently measured at fair value. Interest income calculated using the effective
interest method, foreign exchange gains and losses and impairment are recognised in profit or loss.
Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in
OCI are reclassified to profit or loss.
These assets are subsequently measured at fair value. Dividends are recognised as income in profit or
loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net
gains and losses are recognised in OCI and are never reclassified to profit or loss.
Financial liabilities – classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as
held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and
net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at
amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.
Derecognition
Financial asset
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights
to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are
transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain
control of the financial asset.
Financial liability
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also
derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which
case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any
non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
Fair value measurement
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The transaction is assumed to take place in the principal or, in its absence, the most advantageous
market to which the Group has access at that date.
Financial StatementsStrategic ReportGovernance 128
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
129
Notes to the Consolidated Financial Statements continued
2. Summary of significant accounting policies continued
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial
assets and liabilities. When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for
that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and volume to
provide pricing information on an ongoing basis.
If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant observable inputs
and minimise the use of unobservable inputs. The chosen valuation technique incorporates factors that market participants would take into
account in pricing a transaction.
A provision is recognised for the amount expected to be paid under short-term cash bonus or deferred bonus plan if the Group has a present
legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated
reliably. The Group’s deferred bonus plans currently do not have any ongoing performance obligations and are therefore provided for as
described above in the period to which they related.
Finance income
Finance income comprises interest receivable, which is recognised in the Consolidated Statement of Comprehensive Income as it accrues
using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial instruments to the gross carrying amount of the financial asset.
Impairment
Impairment of non-financial assets
The carrying amounts of the Group’s assets are reviewed annually to determine whether there is any indication of impairment. If such
indication exists, the asset’s recoverable amount is estimated.
Finance costs
Finance costs comprise interest charged on borrowings, leases recognised under IFRS 16 and the unwind of discount on deferred
consideration. Borrowings are recognised initially at fair value less directly attributable transaction costs. The effective interest rate method is
then used for subsequent remeasurement of borrowings and is applied to the amortised cost of the financial liability.
For the purposes of impairment reviews, the recoverable amount of the Group’s assets is taken to be the higher of their fair value less costs to
sell and their value in use.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit (‘CGU’) exceeds its recoverable
amount. Impairment losses are recognised in the Consolidated Statement of Comprehensive Income.
See note 13 for full disclosure of how goodwill and impairment losses are allocated across the CGUs.
Financial instruments and contract assets
The Group recognises loss allowances for Expected Credit Losses (‘ECLs’) on financial assets measured at amortised cost. The Group
measures loss allowances at an amount equal to lifetime ECLs. Loss allowances wholly relate to trade receivables and contract assets are
always measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the
Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both
quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment and
including forward-looking information. The Group uses an allowance matrix to measure the ECLs of trade receivables from individual
customers and assumes that the credit risk of default on a financial asset has increased significantly if it is more than 120 days past due.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at FVOCI are credit-
impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of
the financial asset have occurred.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in
its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial
asset is 180 days past due based on historical experience of recoveries of similar assets.
ECLs’ are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the
difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive).
ECLs are discounted at the effective interest rate of the financial asset.
Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognised as an expense in the Consolidated Statement of
Comprehensive Income as the related service is provided.
Share-based payment transactions
The Group’s share schemes allow certain Group employees to acquire ordinary shares in the Company. The fair value of share awards made is
recognised as an employee expense with a corresponding increase in equity. The fair value is measured at the award date and spread over
the period during which the employees become unconditionally entitled to the awards. The fair values of the share awards are measured
using the Monte Carlo method for options subject to a market-based condition and the Black-Scholes model for all others, taking into account
the terms and conditions upon which the awards were made. The amount recognised as an expense is adjusted to reflect the number of
share awards expected to vest.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are recognised as an expense in the Consolidated
Statement of Comprehensive Income as the related service is provided.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract
conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16. This policy is applied to contracts
entered into on or after 1 January 2019.
Leased items are recognised on the balance sheet as an asset valued at its right-of-use and a corresponding liability that reflects the present
value of future lease payments.
The asset is initially measured at its right-of-use value which reflects the total cost of lease payments, the direct costs incurred to bring the
asset into use and an estimate of the cost that will be incurred when dismantling or uninstalling the item. The asset is then depreciated
through the profit and loss account on a straight line basis over the contract term of the lease.
The liability is initially recognised at the present value of future lease payments using the discount rate implicit in the lease if it can be
determined or otherwise using the incremental borrowing rate of the Company.
Leased items with a value of less than £5,000 and items leased over a term of less than 12 months are not recognised on the balance sheet as
an asset and liability. The cost of lease payments is recognised in the profit and loss account as they fall due on an accrued basis.
Dividends
Dividends payable to the Company’s shareholders are recognised as a liability and deducted from shareholders’ equity in the period in which
the shareholders’ right to receive payment is established.
Taxation
Income tax expense comprises current and deferred tax. It is recognised in the Consolidated Statement of Comprehensive Income except to
the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates in force for the year, and any adjustment to tax
payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial
recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences
relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted
or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be utilised.
Deferred tax liabilities are recognised at the expected future tax rate of the value of the intangible assets with finite lives which are acquired
through business combinations representing the tax effect of the amortisation of these assets in future periods.
These liabilities will decrease in line with the amortisation of the related intangible assets, with the deferred tax credit recognised in the
Statement of Comprehensive Income in accordance with IAS 12 – Income Taxes.
Research and development tax credits are accounted for as a government grant in accordance with IAS 20 – Accounting for Government
Grants and Disclosure of Government Assistance. The credit is recognised once a reasonable estimate of the amount can be made.
Financial StatementsStrategic ReportGovernance 130
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
131
Notes to the Consolidated Financial Statements continued
Reserve for own shares
The Group has a number of equity-settled, share-based employee incentive plans. In connection with these, shares in the Company are held
by an Employee Benefit Trust (‘EBT’). The assets and liabilities of the EBT are required to be consolidated within these accounts as it is deemed
to be under de facto control of the Group. The assets of the EBT mainly comprise Moneysupermarket.com Group PLC shares, which are
shown as a deduction from total equity at cost.
Standards, amendments and interpretations issued but not yet effective
A number of new standards are effective for annual periods beginning after 1 January 2020 and earlier adoption is permitted; however, the
Group has not early adopted the new or amended standards in preparing these Consolidated Financial Statements.
The following amended standards and interpretations are not expected to have a significant impact on the Group’s Consolidated Financial
Statements and are not effective for the current period. The below standards are those that are relevant to the Group.
Standard
Summary of changes
EU Endorsement status
Amendment to IFRS 16
Amendments to IFRS 16 – Leases COVID-19-related rent concessions.
Effective date 01 June 2020.
Endorsed.
Amendments to IAS 1
Amendments to IAS1 – Presentation of Financial Statements to update
requirements on determining the classification of liabilities as current
or non-current. Effective date 01 January 2023.
Endorsed.
3. Acquisitions and disposals
CYTI (Holdings) Limited
In March 2020, the Group acquired a 28% shareholding in CYTI (Holdings) Limited (‘CYTI’) for consideration of £2.8m paid in cash. CYTI is
deemed to be under joint control of the Group and it has therefore been accounted for as a joint venture. CYTI is an existing white label
partner in the Insurance vertical and the principal base of business is Belfast, UK.
As at 31 December 2020, the Group also had a call option to acquire the remaining share capital of CYTI that was exercisable between
1 January 2021 and 31 December 2023 (see note 16). Since the year end, the Group has acquired the remaining share capital (see note 28).
4. Revenue
All revenue is derived from the Group’s principal activity and is generated in the UK.
Total revenue from price comparison services
2020
£m
344.9
2019
£m
388.4
5. Segmental information
Business segments
This year the Group has incorporated a profit measure into its segmental reporting. This measure reflects the way performance is assessed
internally. The Group has a number of teams, capabilities and infrastructure which are used to support all verticals, for example data
warehousing and brand marketing. These are shared costs of the Group rather than “central costs”. We have concluded there is no direct or
accurate basis for allocating these costs to the operating segments and therefore they are disclosed separately, which is how they are
presented to the Chief Operating Decision Maker.
The Group’s reportable segments are Insurance, Money and Home Services. These segments represent individual trading verticals which are
reported separately for revenue and directly attributable expenses. Net finance costs, share of loss of equity accounted investments, tax and
net assets are only reviewed by the Chief Operating Decision Maker at a consolidated level and therefore have not been allocated between
segments. All assets held by the Group are located in the UK.
The operating segments within ‘Other’ do not meet the quantitative threshold for reportable segments and have been aggregated.
The following summary describes how revenue is generated for each segment.
Segment
Insurance
Money
Revenue products and services
Customer completes transaction for insurance policy on any of the following: provider website, our website or a
telephone call.
Customer completes transaction for money products such as credit cards, loans and mortgages on provider
website.
Home Services
Customer completes transaction for home services products such as energy and broadband on provider website.
Other
Customer completes transaction for other products such as mobile, broadband, shopping and travel on provider
website or our website. This includes B2B revenues.
Segment
Year ended 31 December 2020
Revenue
Directly attributable expenses
Adjusted EBITDA contribution
Adjusted EBITDA contribution margin
Depreciation and amortisation
Change in fair value of financial instruments
Net finance costs
Share of loss of equity accounted investments
Profit before tax
Taxation
Profit for the year
Segment
Year ended 31 December 2019
Revenue
Directly attributable expenses
Adjusted EBITDA contribution
Adjusted EBITDA contribution margin
Depreciation and amortisation
Strategy and reorganisation costs
Net finance costs
Share of loss of equity accounted investments
Profit before tax
Taxation
Profit for the year
Insurance
£m
Money
£m
172.9
(74.6)
98.3
57%
62.8
(26.0)
36.8
59%
Home
Services
£m
68.8
(26.5)
42.3
62%
Other
£m
40.4
(28.5)
11.9
30%
Shared
costs
£m
–
(81.5)
(81.5)
–
Insurance
£m
Money
£m
188.4
(79.7)
108.7
58%
86.0
(29.7)
56.3
65%
Home
Services
£m
68.6
(25.7)
42.9
63%
Other
£m
45.4
(30.9)
14.5
32%
Shared
costs
£m
–
(80.9)
(80.9)
–
Total
£m
344.9
(237.1)
107.8
31%
(20.8)
3.5
(2.0)
(0.7)
87.8
(18.5)
69.3
Total
£m
388.4
(246.9)
141.5
36%
(20.9)
(2.3)
(2.0)
(0.3)
116.0
(21.1)
94.9
Adjusted EBITDA contribution margin is calculated by dividing adjusted EBITDA contribution by revenue.
Insurance adjusted EBITDA contribution margin fell slightly from 58% to 57% in the year. Insurance is a largely VAT exempt vertical and in 2020
the Group’s VAT recovery rate fell. This resulted in higher irrecoverable VAT costs in the Insurance vertical. Insurance margins benefitted from
the reduction of travel insurance, which is a relatively low margin channel, but suffered from the year-on-year loss of SEO positions during H1
- the two impacts broadly netting out.
Money was impacted by lower conversion rates due to tightened provider lending criteria, which led to a margin decline of 6 percentage
points for the vertical. Home Services margin declined slightly due to profitable growth in broadband paid acquisition.
Within Other, DT’s strong performance and the decline in TSM revenues led to mix shift towards B2B and away from B2C channels. This led to
a decrease in margins to 30% from 32% due to the structurally lower margins for B2B businesses.
6. Operating profit
Operating profit is stated after charging items detailed in the table below.
Depreciation of property, plant and equipment
Amortisation of intangible assets
Auditor’s remuneration:
Audit of these Consolidated Financial Statements
Audit of subsidiaries’ Financial Statements
2020
£m
4.5
16.3
0.2
0.2
2019
£m
4.5
16.4
0.2
0.1
Non-audit related services provided by KPMG constituted a review opinion on the financial statements for the six month period ended 30 June
2020 which amounted to £0.05m (2019: £0.04m).
Financial StatementsStrategic ReportGovernance 132
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
133
Notes to the Consolidated Financial Statements continued
7. Staff numbers and cost
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Technology and product operations
Administration
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Compulsory social security contributions
Contributions to defined contribution plans
Share-based payment transactions
Social security contributions related to share awards and options
Capitalised staff costs
8. Net finance expense
Finance income
Interest received on bank deposits
Finance expense
Interest payable on revolving credit facility
Interest payable on leases
Unwind of discount on deferred consideration in relation to the acquisition of Decision Technologies Limited
Total finance expense
Net finance expense
9. Taxation
Current tax
Current tax on income for the year
Adjustment in relation to prior period
Deferred tax
Origination and reversal of temporary differences
Adjustments due to changes in corporation tax rate
Adjustment in relation to prior period
Tax expense for the year
Number of
employees
2020
Number of
employees
2019
302
478
780
2020
£m
44.8
5.0
2.0
3.5
0.4
(4.2)
51.5
2020
£m
0.1
(0.8)
(1.2)
(0.1)
(2.1)
(2.0)
2020
£m
17.6
0.3
17.9
(0.8)
1.3
0.1
0.6
18.5
312
491
803
2019
£m
50.5
5.7
2.0
3.3
0.3
(4.7)
57.1
2019
£m
0.2
(0.9)
(1.2)
(0.1)
(2.2)
(2.0)
2019
£m
22.9
(2.5)
20.4
(0.3)
–
1.0
0.7
21.1
9. Taxation continued
Reconciliation of the effective tax rate
The tax charge for the year is higher than (2019: lower than) the standard rate of corporation tax in the UK in 2020 of 19% (2019: 19%). The
differences are explained below.
Profit before tax
Standard rate of tax at 19% (2019: 19%)
Effects of:
Expenses not deductible for tax purposes
Movement related to share based payments
Change in fair value of financial derivatives
Impact of changes in tax rate
Adjustments in relation to prior periods
Tax expense for the year
2020
£m
87.8
16.7
0.3
0.5
(0.7)
1.3
0.4
18.5
2019
£m
116.0
22.0
0.2
0.5
–
–
(1.6)
21.1
Reductions in the UK corporation tax rate from 19% to 17% (effective 1 April 2020) were substantively enacted on 6 September 2015. A
change to the main UK corporation tax rate was substantively enacted on 17 March 2020 whereby the rate applicable from 1 April 2020
remains at 19%, rather than the previously enacted reduction to 17%. The deferred tax liability at the balance sheet date has been calculated
based on this 19% rate.
10. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the Company, by the
weighted average number of ordinary shares outstanding during the year. The Company’s own shares held by employee trusts are excluded
when calculating the weighted average number of ordinary shares outstanding.
Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit or loss for the year attributable to ordinary equity holders of the Company, by
the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that
would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.
Earnings per share
Basic and diluted earnings per share have been calculated on the following basis:
Profit after taxation attributable to equity holders (£m)
Basic weighted average shares in issue (millions)
Dilutive effect of share-based instruments (millions)
Diluted weighted average shares in issue (millions)
Basic earnings per share (p)
Diluted earnings per share (p)
Adjusted basic and diluted earnings per share have been calculated as follows:
Profit before tax
Amortisation of acquisition related intangible assets
Strategy related one-off costs
Change in fair value of financial instruments
Estimated taxation at 19% (2019: 19%)
Profit for adjusted earnings per share purposes
Basic adjusted earnings per share (p)
Diluted adjusted earnings per share (p)
2020
69.3
536.4
0.1
536.5
12.9
12.9
2020
£m
87.8
2.4
–
(3.5)
86.7
(16.5)
70.2
13.1
13.1
2019
94.9
536.3
0.1
536.4
17.7
17.7
2019
£m
116.0
2.4
2.3
–
120.7
(22.9)
97.8
18.2
18.2
Financial StatementsStrategic ReportGovernance 134
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
135
Notes to the Consolidated Financial Statements continued
11. Dividends
13. Intangible assets and goodwill
Declared and paid dividends on ordinary shares:
Prior year final dividend
Special dividend
Interim dividend
Total dividend paid in the year
Proposed for approval (not recognised as a liability at 31 December):
Final dividend
12. Property, plant and equipment
Cost:
At 1 January 2019
Recognition of right-of-use asset on initial application of IFRS 16
Adjusted balance at 1 January 2019
Additions
At 31 December 2019
At 1 January 2020
Additions
Disposals
At 31 December 2020
Depreciation:
At 1 January 2019
Depreciation for the year
At 31 December 2019
At 1 January 2020
Depreciation for the year
Disposals
At 31 December 2020
Net carrying value:
At 31 December 2019
At 31 December 2020
2020
2019
pence per
share
Total
£m
pence per
share
8.61
–
3.10
11.71
8.61
46.2
–
16.6
62.8
46.2
Total
£m
43.4
40.0
16.6
8.10
7.46
3.10
18.66
100.0
8.61
46.2
Land and
buildings
£m
Plant and
equipment
£m
Office
equipment
£m
Fixtures and
fittings
£m
15.0
27.4
42.4
5.7
48.1
48.1
1.4
–
49.5
2.9
3.2
6.1
6.1
3.7
–
9.8
42.0
39.7
30.0
–
30.0
0.5
30.5
30.5
0.4
(10.7)
20.2
28.5
0.3
28.8
28.8
0.3
(10.7)
18.4
1.7
1.8
1.1
–
1.1
0.5
1.6
1.6
0.5
(0.6)
1.5
1.1
0.1
1.2
1.2
0.1
(0.6)
0.7
0.4
0.8
2.5
–
2.5
1.3
3.8
3.8
0.1
(1.8)
2.1
2.3
0.9
3.2
3.2
0.4
(1.8)
1.8
0.6
0.3
Total
£m
48.6
27.4
76.0
8.0
84.0
84.0
2.4
(13.1)
73.3
34.8
4.5
39.3
39.3
4.5
(13.1)
30.7
44.7
42.6
Property, plant and equipment includes right-of-use assets of £27.1m (2019: £29.7m) related to leased properties that do not meet the
definition of investment property (see note 24).
Asset disposals in the year include assets with gross book value of £13.1m and £nil net book value that are no longer in use and have
therefore been retired.
Cost:
At 1 January 2019
Additions internally developed
At 31 December 2019
Additions internally developed
Disposals
At 31 December 2020
Amortisation:
At 1 January 2019
Amortisation charge for the year
At 31 December 2019
Amortisation charge for the year
Disposals
At 31 December 2020
Net carrying value
At 31 December 2019
At 31 December 2020
Market
related
£m
Customer
relationship
£m
Customer
list
£m
Technology
related
£m
Goodwill
£m
155.3
–
155.3
–
–
155.3
145.1
1.7
146.8
1.7
–
148.5
8.5
6.8
69.3
–
69.3
–
(69.3)
–
69.3
–
69.3
–
(69.3)
–
–
–
2.3
–
2.3
–
(2.3)
–
2.3
–
2.3
–
(2.3)
–
–
–
98.1
10.6
108.7
9.2
(16.4)
101.5
62.9
14.7
77.6
14.6
(16.4)
75.8
31.1
25.7
212.6
–
212.6
–
–
212.6
74.3
–
74.3
–
–
74.3
138.3
138.3
Total
£m
537.6
10.6
548.2
9.2
(88.0)
469.4
353.9
16.4
370.3
16.3
(88.0)
298.6
177.9
170.8
Included within the technology related intangible assets are technology related intangible assets under development with a net carrying value
of £8.0m (2019: £6.9m).
Asset disposals in the year include assets with gross book value of £88.0m and £nil net book value that are no longer in use and have
therefore been retired.
In order to accurately quantify the value of internally generated technology assets the Group undertakes project tracking to record the cost of
both internal and contract staff wholly assigned to each project. Third party costs incurred are allocated to investment projects and recognised
at purchase cost. This approach ensures that technology related intangible assets accurately reflect the cost of development. As highlighted in
note 2, there is a degree of judgement regarding the recognition of costs incurred in developing technology related intangible assets. This is
due to the asset recognition criteria being predicated on future economic benefit flowing from that asset. Management are confident however
that any spend capitalised satisfies the criteria of IAS 38 – Intangible Assets and, where relevant, SIC-32 Intangible Assets – Web Site Costs. On
an annual basis, or where an indication exists, the Group is required to assess its goodwill and intangible assets for impairment. See below for
this assessment for goodwill and technology related assets.
During 2007, the Group employed the services of an appropriately qualified and experienced independent third party to value the intangible
assets acquired from Moneysupermarket.com Financial Group Limited. This valuation was used as the initial carrying value for these assets.
Following the impairment charge taken against these assets in 2008, the market capitalisation of the Group approximated to the total carrying
value of the goodwill, intangible and other non-current assets of the Group. At 31 December 2020, the market capitalisation exceeded the
carrying value of the goodwill, intangible and other non-current assets, and net current assets by more than 100% (2019: more than 100%).
In August 2018 the Group acquired Decision Technologies Limited. The Group employed the services of an appropriately qualified and
experienced independent third party to value the intangible assets acquired as part of the Decision Technologies Limited acquisition, which
resulted in a goodwill balance of £30.7m.
The Group is required to allocate goodwill between its cash generating units (‘CGUs’) that represent the lowest level within the Group at which
goodwill is monitored for internal management purposes. These CGUs are Insurance, Money, Home Services, Decision Technologies and
Travel. The Group has performed impairment testing at a CGU level.
Goodwill is allocated to each CGU as follows:
Insurance
Money
Home Services
Decision Technologies
Travel
Total
31 December
2020
£m
31 December
2019
£m
42.9
33.2
24.1
30.7
7.4
42.9
33.2
24.1
30.7
7.4
138.3
138.3
Financial StatementsStrategic ReportGovernance 136
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
137
Notes to the Consolidated Financial Statements continued
13. Intangible assets and goodwill continued
Impairment review by CGU and Group
For the current year, the recoverable amount of the acquisition related intangible assets and goodwill allocated to the respective CGUs was
taken to be their value in use and was calculated by reference to the forecast cash flows.
The present value of the future cash flows has been calculated with the following key assumptions:
• Cash flows for years 1–3 for each CGU represent management’s best estimate of future cash flows as at 31 December 2020, and are based
upon the Group’s approved long term planning model incorporating cost of sales, advertising and an allocation of overhead costs. The key
assumptions underlying the plan relate to visitor volumes, source of visitors, revenue per transaction/visitor and marketing spend, which
incorporate past experience. The forecast assumes continued growth during the course of the next 3 years, driven by new media
campaigns, exploitation of the Group’s data assets and further investments made in the core technology underpinning the Group’s key
channels. However, the forecast has taken into consideration the impact of COVID-19, reflecting the downturn in trade and slower recovery
rates across all channels.
• Cash flows beyond 3 years have been calculated as a perpetuity inclusive of an annual growth of 1.0% (2019: 1.60%) that is in line with the
Office for Budget Responsibility (OBR) 5 year forecast for growth in the UK’s Gross Domestic Product (GDP).
• A pre-tax discount rate of 13.5% (2019: 13.5%) has been used in the forecast for the Insurance, Money, Home Services and Decision
Technologies CGUs, which is based on the Group’s weighted average cost of capital. Management believe this discount rate continues to
reflect the return an investor in a company with the Group’s risk profile would expect in the broader context of the investment market.
• A pre-tax discount rate of 16.5% (2019: 13.5%) has been used for Travel which is also based on the Group’s weighted average cost of
capital plus a higher risk premium to reflect the impact of COVID-19 on the sector.
• Different CGUs face slightly different risk profiles due to macro-economic factors but this is not considered significant enough to justify
more than a small adjustment to each discount rate of approximately +/- 1-3%. This includes the impact of COVID-19 on the Travel sector.
Having completed some sensitivity analysis in this area the impact on the impairment review is not material.
A different set of assumptions may be more appropriate in future years dependent on changes to the macro-economic environment.
The analysis performed calculates that the recoverable amount of the assets allocated to the Insurance, Money, Home Services, Decision
Technologies and Travel CGUs exceeds their carrying value by in excess of 100% (2019: in excess of 100%). No reasonably possible change to
a key assumption would result in an impairment.
Group impairment testing
As explained in note 5, whilst the Group is able to allocate revenue between the Insurance, Money, Home Services, Decision Technologies and
Travel CGUs, its cost base is reviewed by the Group’s Chief Operating Decision Maker at a Group rather than CGU level, and a number of the
significant costs which the Group incurs cannot be allocated either directly or on a reasonable and consistent basis to the CGUs that are each
operating segment. Therefore the cash flows estimated for these CGUs include all of the Group’s forecast segmental profit contributions and
an allocation of the Group’s forecast shared costs.
The Group has therefore also performed a further impairment test for the Group as a whole, in a manner consistent with previous years. In
these calculations the Group is treated as one group of CGUs, and the test compared the carrying amount, including goodwill and other
corporate assets, to the recoverable amount.
The recoverable amount has been estimated based on the present value of its future cash flows, which has been calculated with a set of
assumptions consistent with those set out above in relation to the individual operating segment calculations.
14. Equity accounted investments
The carrying amounts of equity accounted investments as at 31 December 2020 was £2.6m (2019: £0.5m). The Group’s share of post-tax loss
of equity accounted investees for the year was £0.7m (2019: £0.3m).
Podium
Podium Solutions Limited (‘Podium’) is a joint venture in which the Group obtained joint control and a 50% ownership interest on 26 March 2018.
Podium is a financial technology business, principally engaged in developing digital solutions in the mortgages sector. Podium is not publicly
listed and is registered at Fourth Floor, Market Square House, St James Street, Nottingham, Nottinghamshire, NG1 6FG.
Podium is structured as a separate vehicle and the Group has a residual interest in the net assets of Podium. Accordingly, the Group has
classified its interest in Podium as a joint venture.
The following table reconciles the summarised financial information of Podium to the carrying amount of the Group’s interest in Podium.
Percentage ownership interest
Net liabilities (100%)
Group’s share of net liabilities (50%)
Loss for period (100%)
Investment in joint venture
Group’s share of loss brought forward (50%)
Group’s share of loss for period (50%)
Carrying amount of interest in joint venture
31 December
2020
31 December
2019
50%
50%
31 December
2020
£m
31 December
2019
£m
(1.6)
(0.8)
(1.3)
1.0
(0.5)
(0.5)
–
(0.3)
(0.2)
(0.6)
1.0
(0.2)
(0.3)
0.5
CYTI
In March 2020, the Group acquired a 28% shareholding in CYTI (Holdings) Limited (‘CYTI’) for consideration of £2.8m paid in cash. CYTI is
deemed to be under joint control of the Group and it has therefore been accounted for as a joint venture. CYTI is an existing white label
partner in the Insurance vertical and the principal base of business is Belfast, UK.
As at 31 December 2020, the Group also had a call option to acquire the remaining share capital of CYTI that was exercisable between
1 January 2021 and 31 December 2023 (see note 16). Since the year end, the Group has acquired the remaining share capital (see note 28).
The following table reconciles the summarised financial information of CYTI to the carrying amount of the Group’s interest in CYTI.
The analysis performed calculates that the recoverable amount of the Group’s assets exceeds their carrying value by in excess of 100% (2019:
in excess of 100%), and as such, no impairment was identified.
Percentage ownership interest
The Group has completed sensitivity analysis as part of its impairment testing procedures by flexing both cash flow and discounting
assumptions significantly. The headroom on goodwill is such that there are no foreseeable scenarios in which the Group would need to
consider an impairment.
In conclusion, no reasonably possible change to a key assumption would result in an impairment (2019: same).
Impairment testing of technology related intangible assets
Technology related intangible assets in use by the Group are tested for impairment if there is an indication that the asset may be impaired.
The Group also conducts annual impairment testing of significant technology related intangible assets under development and not yet
available for use, in line with IAS 36 – Impairment of Assets (IAS 36.10). No indications of impairment have been identified.
Net assets (100%)
Group’s share of net assets (28%)
Loss for period (100%)
Investment in joint venture
Group’s share of loss for period (28%)
Carrying amount of interest in joint venture
31 December
2020
31 December
2019
28%
–
31 December
2020
£m
31 December
2019
£m
0.4
0.1
(0.6)
2.8
(0.2)
2.6
–
–
–
–
–
–
Given the impact of COVID-19 on the travel sector, CYTI has been assessed for impairment. The Directors are satisfied that this investment is
not impaired as at 31 December 2020.
Financial StatementsStrategic ReportGovernance 138
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
139
Notes to the Consolidated Financial Statements continued
15. Other investments
The carrying amounts of other investments as at 31 December 2020 are shown in the table below. The investments are held at fair value (see
note 21) and therefore, carrying value at 31 December 2020 is the fair value.
Investments in equity securities
At 1 January 2019
Additions in the year
Fair value uplift
At 31 December 2019
At 1 January 2020
Additions in the year
Fair value uplift
At 31 December 2020
Flagstone
Investment
Management
Limited
£m
Truelayer
Limited
£m
By Miles Ltd
£m
Plum Fintech
Limited
£m
0.4
–
1.1
1.5
1.5
–
–
1.5
–
2.0
0.5
2.5
2.5
0.3
0.8
3.6
0.3
0.3
0.4
1.0
1.0
–
1.6
2.6
0.2
–
0.1
0.3
0.3
–
0.2
0.5
Total
£m
0.9
2.3
2.1
5.3
5.3
0.3
2.6
8.2
Sensitivity analysis
For the fair value of investments, a 5% movement in share price would have an effect of £0.4m (2019: £0.3m) on the total value.
16. Derivative financial assets
Call option
31 December
2020
£m
31 December
2019
£m
3.5
–
At 31 December 2020, the Group had a call option to acquire the remaining 72% share capital of CYTI (Holdings) Limited (‘CYTI’). The call option
had an exercise date of between 1 January 2021 and 31 December 2023 and is measured at its fair value at the balance sheet date.
The fair value has been determined using the income approach, converting expected future cash flows to their present value. Expected future
cash flows have been derived from CYTI’s latest forecasts, taking into account the travel restrictions in place at the balance sheet date. A risk
premium has been factored into the expected future cash flows to reflect the view of an informed and independent market participant.
At 31 December 2020, the call option was recognised as an asset and a gain was credited to the income statement due to the fair value of the
business exceeding the exercise price of the option. Subsequent to the year end, the Group acquired the remaining share capital of CYTI (see
note 28)
Sensitivity analysis
For the fair value of financial derivatives, a 5% movement in discount rate would have an effect of £0.3m on the total value.
17. Trade and other receivables
Trade and other receivables
All receivables fall due within one year.
31 December
2020
£m
31 December
2019
£m
45.1
47.4
From historical experience and post year end confirmation, the Group expects any differences between the amounts accrued at year end and
those amounts subsequently billed to be not materially different. The under and over estimates on accrued revenue are typically in a region of
-1% to + 3%, historically this has been an under estimate of accrued revenue. A -1% to + 3% difference on the £33.5m revenue accrual (2019:
£38.7m) would equate to approximately (£0.3m) to £1.0m (2019: (£0.4m) to £1.2m).
The assumptions used to calculate the revenue accrual have been disclosed within note 2.
At 31 December 2020, trade receivables are shown net of a provision for credit losses of £0.2m (2019: £0.2m), which represents a judgement
made by management of which receivables balances are unlikely to be recovered taking into consideration the ageing of the debt, evidence of
poor payment history or financial position of a particular customer.
Movements in the provision for credit losses were as follows:
At 1 January
Provisions made in the year
Provisions utilised in the year
At 31 December
31 December
2020
£m
31 December
2019
£m
0.2
0.3
(0.3)
0.2
0.8
–
(0.6)
0.2
17. Trade and other receivables continued
As at 31 December, the analysis of trade and other receivables that were past due but not impaired is as follows:
At 31 December 2019
At 31 December 2020
Neither past
due nor
impaired
£m
40.2
38.6
Total
£m
47.4
45.1
Past due not impaired
0–30 days
£m
30–60 days
£m
60–90 days
£m
90–120 days
£m
>120 days
£m
4.0
4.9
2.1
1.1
0.7
0.3
0.3
0.2
0.1
0.0
The Group’s standard payment terms are typically 15 days (2019: 15 days)
18. Trade and other payables
Non-current
Deferred consideration in relation to the acquisition of Decision Technologies Limited
Lease liabilities
Other payables
Current
Trade payables
Non-trade payables and accrued expenses
Lease liabilities
Deferred income
Deferred consideration in relation to the acquisition of Decision Technologies Limited
Trade and other payables
31 December
2020
£m
31 December
2019
£m
–
30.7
30.7
4.8
32.5
37.3
31 December
2020
£m
31 December
2019
£m
42.1
9.3
2.1
0.3
0.8
54.6
46.3
3.6
1.9
0.4
-
52.2
As a result of click based revenue being recognised in the period that the lead is generated, an accrual for the cost of sales, such as partner
revenue share agreements, relating to the revenue accrued at the year end date (see note 17) is included within trade payables.
In December 2020, the Group extended its revolving credit facility up to September 2023. The facility provides £90m in committed funds with
£50m provided by Barclays Bank PLC and £40m provided by Bank of Ireland. Half-yearly covenant testing is performed based on adjusted
leverage and interest cover ratios. The Group also has an accordion option to apply to the banks for up to an additional £100m of funds.
Interest is payable on the facility at a rate of LIBOR plus an applicable margin rate based on the adjusted leverage of the Group. In anticipation
of the cessation of LIBOR, under the terms of the facility, LIBOR will be replaced by SONIA the earlier of December 2021, or if LIBOR cessation
has not occurred, at a future date determined by the Group and the banks. As at 31 December 2020, the Group had £nil (2019: £nil) drawn
down under the facility. The remaining balance of the upfront arrangement fees, totalling £0.4m, is held within prepayments.
19. Deferred tax liabilities
Deferred tax assets and liabilities are attributable to the following:
Intangible assets acquired relating to acquisition of Decision Technologies Limited
Share schemes
Goodwill related to MoneySavingExpert.com
Accelerated capital allowances
Deferred tax liability
31 December
2020
£m
31 December
2019
£m
1.0
(0.2)
10.3
0.3
11.4
1.1
(0.1)
9.4
0.4
10.8
The above deferred tax liability relating to the goodwill of MoneySavingExpert.com is due to the amortisation of this balance within the
individual accounts of MoneySavingExpert.com which are prepared under a different accounting framework, FRS 102, whereas the
consolidation is prepared in line with IFRS. The recognition of a deferred tax liability within these consolidated accounts is to reflect the tax
benefit already claimed by the Group on the goodwill balance shown.
Financial StatementsStrategic ReportGovernance 140
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
141
Notes to the Consolidated Financial Statements continued
19. Deferred tax liabilities continued
The following table illustrates the movement in the deferred tax liabilities during the year:
Effective interest rates
In respect of interest-earning financial assets, the following table indicates their effective interest rates at the year end date:
At 1 January
Temporary differences on:
Intangible assets acquired relating to acquisition of Decision Technologies Limited
Share schemes
Goodwill related to MoneySavingExpert.com
Property, plant and equipment
At 31 December
2020
£m
10.8
(0.1)
(0.1)
0.9
(0.1)
11.4
2019
£m
10.1
–
–
0.2
0.5
10.8
Deferred tax liabilities arose from the creation of the intangible assets upon the acquisition of Moneysupermarket.com Financial Group
Limited by the Company, and the acquisition of MoneySavingExpert.com. Deferred tax assets arise on share option schemes based on the
expected tax deduction on vesting. Deferred tax assets and liabilities have been calculated at the applicable tax rate enacted at the balance
sheet date of 19%.
Cash and cash equivalents
31 December 2020
31 December 2019
Effective
interest rate
0.26%
£m
23.6
Effective
interest rate
0.61%
£m
24.2
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group
has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating risk of financial loss from default. The Group’s
exposure is continuously monitored by the credit control team and finance management.
Of the top 75% of the Group’s providers by revenue, approximately 24% (2019: 23%) of these are UK quoted companies with the remainder
being a mixture of larger UK independent companies and overseas owned or quoted companies. At the balance sheet date, the five largest
trade receivables, by provider, accounted for 25% (2019: 22%) of the total trade receivables balance of £45.1m (2019: £47.4m) and the largest
individual balance was £2.9m (2019: £3.3m).
20. Called up share capital
The nominal value of ordinary shares is 0.02p. The holders of ordinary shares are entitled to returns of capital, receive a dividend and vote.
The Group does not consider it has any material contracts with providers in any one channel.
Issued and fully paid
Number of ordinary shares
At the beginning of the year
Issued on exercise of SAYE options
At the end of the year
Nominal value of ordinary shares
At the beginning of the year
Issued on exercise of SAYE options
At the end of the year
2020
2019
536,576,579
123,962
536,319,819
256,760
536,700,541
536,576,579
2020
£
107,315
25
107,340
2019
£
107,264
51
107,315
The Group operates a Long Term Incentive Plan under which conditional nil cost awards of ordinary shares in the Company have been made
to certain Directors and employees of the Group, and an HMRC approved Save As You Earn scheme (‘Sharesave’) is eligible to all employees
(see note 23).
21. Financial instruments
Interest rate risk
The Group invests its cash in a range of cash deposit accounts with UK banks. Interest earned therefore closely follows movements in the
Bank of England base rate. A movement of 1% in this rate would result in a difference in annual pre-tax profit of £0.2m (2019: £0.2m) based on
Group cash, cash equivalents and financial instruments at 31 December 2020. At the balance sheet date, £15.7m (2019: £15.5m) was invested
with Lloyds Banking Group, this being the most invested with any one bank.
Fair values
The Group’s financial assets and liabilities are principally short-term in nature, and therefore their fair value is not materially different from
their carrying value. The valuation method for the Group’s financial assets and liabilities can be defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All investments and derivatives fall under Level 3 as the fair value is measured using the latest unquoted share price of recent transactions,
with updates made as required considering market conditions at year end. A reconciliation is provided in note 15. All other financial assets and
liabilities are held at amortised cost and other financial liabilities respectively in accordance with IFRS 9 – Financial Instruments. There have
been no transfers between levels in the year.
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial
statements approximate their fair values.
Liquidity risk
Liquidity risk refers to the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities. The
Group manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash
flows. Details of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risks are set out below:
Unsecured bank loan facilities with a maturity date of 13 September 2023
– amount drawn
– amount undrawn
31 December
2020
£m
31 December
2019
£m
–
90.0
–
100.0
In December 2020, the Group extended its revolving credit facility up to September 2023. The facility provides £90m in committed funds with
£50m provided by Barclays Bank PLC and £40m provided by Bank of Ireland. Half-yearly covenant testing is performed based on adjusted
leverage and interest cover ratios. The Group also has an accordion option to apply to the banks for up to an additional £100m of funds.
Interest is payable on the facility at a rate of LIBOR plus an applicable margin rate based on the adjusted leverage of the Group. In anticipation
of the cessation of LIBOR, under the terms of the facility, LIBOR will be replaced by SONIA the earlier of December 2021, or if LIBOR cessation
has not occurred, at a future date determined by the Group and the banks.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
31 December 2020
Non derivative financial liabilities
Deferred consideration
Trade payables
Lease liabilities
At 31 December 2020
31 December 2019
Non derivative financial liabilities
Deferred consideration
Trade payables
Lease liabilities
At 31 December 2019
Carrying
amount
£m
0.8
42.1
32.8
75.7
Carrying
amount
£m
4.8
46.3
34.4
85.5
Contractual cash flows
Total
£m
< 2 months
£m
2 – 12 months
£m
1 – 2 years
£m
2 – 5 years
£m
> 5 years
£m
(0.8)
(42.1)
(32.8)
(75.7)
–
(42.1)
(0.4)
(42.5)
(0.8)
–
(1.7)
(2.5)
–
–
(2.8)
(2.8)
–
–
(8.4)
(8.4)
–
–
(19.5)
(19.5)
Contractual cash flows
Total
£m
< 2 months
£m
2 – 12 months
£m
1 – 2 years
£m
2 – 5 years
£m
> 5 years
£m
(4.8)
(46.3)
(34.4)
(85.5)
(1.4)
(46.3)
(0.3)
(48.0)
–
–
(1.6)
(1.6)
(3.4)
–
(2.0)
(5.4)
–
–
(8.4)
(8.4)
–
–
(22.1)
(22.1)
Financial StatementsStrategic ReportGovernance 142
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
143
Notes to the Consolidated Financial Statements continued
22. Group management of capital
The Group’s objectives when managing capital are:
•
to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for
other stakeholders; and
to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
•
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the underlying assets. In assessing the level of capital all components of
equity are taken into account, i.e. share capital, retained earnings and reserves (where applicable). The table below summarises the carrying
value of each component.
Carrying value
Share capital
Retained earnings and reserves
Total
As at
31 December
2020
£m
As at
31 December
2019
£m
0.1
208.4
208.5
0.1
199.3
199.4
In line with internal capital management requirements, the Group manages its cash balances by, where possible, depositing them with a
number of financial institutions to reduce credit risk. The table below summarises the credit rating of each financial institution that held cash
at 31 December 2020.
During 2018, conditional awards were made over 346,628 ordinary shares under the Moneysupermarket.com Group PLC 2018 Restricted
Share Award Plan to senior employees deemed key to delivering the Reinvent strategy (‘2018 RSA’). Under this scheme, 50% of the award vests
at the end of a two year period and 50% of the award vests at the end of a three year period, subject, in each case, to the participant being
employed on the relevant vesting date, and not, on or prior to that vesting date, having been issued with or having given notice to terminate
employment with the Group.
During 2019, conditional awards were made over 1,514,690 ordinary shares under the Moneysupermarket.com Group PLC 2017 Long Term
Incentive Plan scheme to senior employees (‘2019 LTIPs’). Under this scheme, up to 80% of the award vests at the end of a three year period
dependent upon the achievement of a specified average growth rate in adjusted earnings per share from 31 December 2018 to 31 December
2021, and up to 20% of the award vests at the end of a three year period dependent upon the total shareholder return (‘TSR’) of the Company
relative to a comparator group of defined companies.
During 2019, a one-off grant over 164,600 forfeitable shares was made to a Director to take account of compensation relinquished from the
previous employer. The shares are held in trust and their release is subject to malus and clawback provisions, with release of shares in
tranches from June 2019 to March 2021, subject to the Director being employed on the relevant release date.
During 2020, conditional awards were made over 1,644,847 ordinary shares under the Moneysupermarket.com Group PLC 2017 Long Term
Incentive Plan scheme to senior employees (‘2020 LTIPs’). Under this scheme, up to 50% of the award vests at the end of a three year period
dependent upon the achievement of a specified average growth rate in adjusted earnings per share from 31 December 2019 to 31 December
2022, up to 30% of the award vests at the end of a three year period dependent upon Group revenue performance and up to 20% of the
award vests at the end of a three year period dependent upon the total shareholder return (‘TSR’) of the Company relative to a comparator
group of defined companies.
Credit rating
Barclays Bank Plc
Lloyds Bank Plc
HSBC Bank Plc
2020
A
A+
AA-
2019
A
A+
AA-
Sharesave scheme
During 2017, the Group granted further options under the existing HMRC approved sharesave scheme available to all employees, on the same
basis as the grants in previous years. The scheme allows employees to save an amount of their net pay into a savings account each month
and, at the end of the three-year period, choose to either receive back their savings or use them to buy ordinary shares in the Company at a
discounted exercise price. The exercise price for the 2017 Sharesave options was fixed at 256.0p per share.
One way in which the Group manages capital is utilising the revolving credit facility, as set out in note 18.
Management of capital focuses around the Group’s ability to generate cash from its operations. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets
to raise funds. The Group believes it is meeting its objectives for managing capital as funds are available for reinvestment where necessary as
well as being in a position to make returns to shareholders where this is felt appropriate.
There were no changes to the Group’s approach to capital management during the year.
23. Share-based payments
Share Incentive Plan scheme (‘SIP’)
Upon listing, the Company granted £3,000 of ordinary shares at the price of £1.70 per ordinary share to each eligible employee free of charge.
If an employee left within one year of listing, all these ordinary shares were forfeit; between one and two years of listing, 50% were forfeit;
between two and three years of listing, 20% were forfeit; and after three years of listing, none were forfeit. 948,184 shares were issued under
the Share Incentive Plan scheme in 2007. On 31 July 2010 eligible employees became entitled to receive their allocation of free shares. There
are 35 active participants (2019: 35) in the HMRC approved SIP scheme, who can subscribe for up to £150 of shares each month. During the
year, 7,264 shares were subscribed for by SIP participants (2019: 7,793). 1,769 (2019: 1,796) shares have been withdrawn from the trust by
employees during the period and a further 21,771 remain held in trust (2019: 23,540).
Long-Term Incentive Plan scheme (‘LTIP’)
During 2017, conditional awards were made over 1,304,728 ordinary shares under the Moneysupermarket.com Group PLC Long Term
Incentive Plan and the Moneysupermarket.com Group PLC 2017 Long Term Incentive Plan scheme to senior employees (‘2017 LTIPs’). Under
this scheme, up to 80% of the award vests at the end of a three year period dependent upon the achievement of a specified average growth
rate in adjusted earnings per share from 31 December 2016 to 31 December 2019, and up to 20% of the award vests at the end of a three
year period dependent upon the total shareholder return (‘TSR’) of the Company relative to a comparator group of defined companies. On
22 March 2020, the awards vested at 9.6% of the maximum following 48% achievement of the TSR performance criteria and 0% achievement
of the adjusted earnings per share performance criteria.
During 2018, conditional awards were made over 1,722,223 ordinary shares under the Moneysupermarket.com Group PLC 2017 Long Term
Incentive Plan scheme to senior employees (‘2018 LTIPs’). Under this scheme, up to 80% of the award vests at the end of a three year period
dependent upon the achievement of a specified average growth rate in adjusted earnings per share from 31 December 2017 to 31 December
2020, and up to 20% of the award vests at the end of a three year period dependent upon the total shareholder return (‘TSR’) of the Company
relative to a comparator group of defined companies.
During 2018, the Group granted further options under the existing HMRC approved sharesave scheme available to all employees, on the same
basis as the grants in previous years. The exercise price for the 2018 Sharesave options was fixed at 231.0p per share.
During 2019, the Group granted further options under the existing HMRC approved sharesave scheme available to all employees, on the same
basis as the grants in previous years. The exercise price for the 2019 Sharesave options was fixed at 294.0p per share.
During 2020, the Group granted further options under the existing HMRC approved sharesave scheme available to all employees, on the same
basis as the grants in previous years. The exercise price for the 2020 Sharesave options was fixed at 244.0p per share.
Movements in the year
The following table illustrates the number and weighted average exercise price (‘WAEP’) of, and movements in, share options during the year.
Outstanding at 1 January 2019
LTIP awards made during the year
LTIP awards vested and exercised during the year
LTIP & Restricted Share awards forfeited during the year
Outstanding at 31 December 2019
LTIP awards made during the year
LTIP awards vested and exercised during the year
LTIP & Restricted Share awards forfeited during the year
Outstanding at 31 December 2020
Number
3,693,948
1,679,290
(50,791)
(1,468,027)
3,854,420
1,644,847
(337,117)
(2,236,020)
2,926,130
WAEP
£0.00
£0.00
£0.00
£0.00
£0.00
£0.00
£0.00
£0.00
£0.00
The following table lists the inputs to the Black-Scholes models and Monte Carlo simulations used for the schemes for the year ended
31 December 2020:
Fair value at grant date (£)
Share price (£)
Exercise price (£)
Expected volatility (%)
Expected life of option/award (years)
Weighted average remaining contractual life (years)
Expected dividend yield (%)
Risk-free interest rate (%)
2020
Sharesave
2019
Sharesave
2018
Sharesave
1.61
3.04
2.44
92.2
3.0
2.8
3.9
0.0
1.60
3.43
2.94
77.1
3.0
1.8
3.3
0.4
1.30
2.89
2.30
72.0
3.0
0.8
3.7
0.9
2020
LTIP I
2.86
2.86
0.0
85.4
3.0
2.3
0.0
0.2
2020
LTIP II
3.04
3.04
0.0
89.3
3.0
2.7
0.0
0.0
2019
LTIP
3.71
3.71
0.0
74.5
3.0
1.3
0.0
0.8
2018
LTIP/RSA
2.91
2.91
0.0
70.2
3.0
0.3
0.0
0.8
Financial StatementsStrategic ReportGovernance 144
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
145
Notes to the Consolidated Financial Statements continued
23. Share-based payments continued
Expected volatility has been estimated by considering historic average share price volatility for the Company or similar companies. Staff
attrition has been assessed based on historic retention rates.
The share option charge in the Consolidated Statement of Comprehensive Income can be attributed to the following types of share option and
share award:
Long Term Incentive Plan scheme (LTIP) and Restricted Share Award (RSA)
Sharesave scheme
31 December
2020
£m
31 December
2019
£m
0.3
0.4
0.7
1.2
0.4
1.6
24. Leases
Leases as lessee
The Group has significant leases of property for offices. The London office lease was signed on 22 July 2016 for a period of 15 years, with a
lease start date of 1 June 2017. There was an 18 month rent free period included in the agreement. The Manchester office lease was signed
on 7 May 2019 for a period of 15 years, with a lease start date of 7 May 2019. There was a 36 month rent free period included in the
agreement.
i. Right-of-use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant
and equipment.
Balance at 1 January 2019
Depreciation charge for the year
Additions to right-of-use assets
Balance at 31 December 2019
Depreciation charge for the year
Balance at 31 December 2020
ii. Amounts recognised in profit or loss
Depreciation charge for the year
Interest on lease liabilities
iii. Amounts recognised in statement of cash flows
Interest paid
Repayment of lease liabilities
Land and
Buildings
£m
27.4
(2.5)
4.8
29.7
(2.6)
27.1
2020
£m
2.6
1.2
3.8
2020
£m
1.0
1.8
2.8
Total
£m
27.4
(2.5)
4.8
29.7
(2.6)
27.1
2019
£m
2.5
1.2
3.7
2019
£m
1.0
0.8
1.8
During 2019, the Group entered into an agreement to sub-lease a proportion of its London office. The sub-lease is for a period of 4.5 years
and as such does not reflect a transfer of substantially all of the risk and reward of the underlying asset, which in this case is the 15 year
head-lease or right-of-use asset. Consequently the Group has classified the sub-lease as an operating lease under IFRS 16. The rental income
is £0.8m over 4.5 years.
25. Pensions and other post-employment benefit plans
The Group operates a defined contribution pension scheme calculated on base salary. The assets of the scheme are held separately from
those of the Group in an independently administered fund. The contributions payable to the scheme in respect of the current year were
£2.0m (2019: £2.0m). In the year ended 31 December 2020 £1.8m (2019: £1.8m) of contributions were charged to the Consolidated Statement
of Comprehensive Income and £0.2m (2019: £0.2m) were included in amounts capitalised (see note 7). As at 31 December 2020 £nil (2019:
£nil) of contributions were outstanding on the balance sheet.
26. Commitments and contingencies
At 31 December 2020, the Group was committed to incur capital expenditure of £0.5m (2019: £1.4m).
Comparable with most companies of our size, the Group is a defendant in a small number of disputes incidental to its operations and from
time to time is under regulatory scrutiny. As a leading website operator, the Group occasionally experiences operational issues as a result of
technological oversights that in some instances can lead to customer detriment, dispute and potentially cash outflows. The Group has a
professional indemnity insurance policy in order to mitigate liabilities arising out of events such as this.
There is a cross-guarantee held between Moneysupermarket.com PLC, MoneySavingExpert.com Limited, MoneySuperMarket.com Limited,
Moneysupermarket.com Financial Group Limited and Moneysupermarket.com Financial Group Holdings Limited in relation to balances owed
under the RCF. The maximum amount owed during the year was £50m (2019: £40.0m) and the amount owed as at 31 December 2020 was
£nil (2019: £nil).
The contingencies outlined above are not expected to have a material adverse effect on the Group.
27. Related party transactions
The Group has the following investments in all of its subsidiaries and joint ventures (which are all included in the Consolidated Financial
Statements):
Country of
incorporation
Ownership
interest %
Principal activity
MoneySuperMarket.com Financial Group Limited
MoneySuperMarket.com Limited
MoneySuperMarket.com Financial Group Holdings Limited
MoneySavingExpert.com Limited
MSMG Dormant No. 3 Limited
MSMG Dormant No. 1 Limited
Mortgage 2000 Limited
MSMG Dormant No. 2 Limited
Decision Technologies Limited
Sellmymobile.com Limited
Townside Limited
Podium Solutions Limited
CYTI (Holdings) Limited
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
Internet price comparison
100 Holding company
100
100 Holding company
100
100
100
100
100
100
100
100
50
28 Holding company
Personal finance website
Dormant
Dormant
Financial intermediary services
Dormant
Internet price comparison
Internet price comparison
Internet price comparison
Technology platform provider
Aggregate
capital
reserves
£m
Profit/
(loss) for
the year
£m
Registered office address
Class of
shares
held
Ownership
31 December
2020
Ownership
31 December
2019
MoneySuperMarket.com
Financial Group Limited
MoneySuperMarket.com Limited
MoneySuperMarket Financial
Group Holdings Limited
MoneySavingExpert.com Limited
MSMG Dormant No. 3 Limited
MSMG Dormant No. 1 Limited
Mortgage 2000 Limited
MSMG Dormant No. 2 Limited
87.0
92.9
–
–
0.2
–
Decision Technologies Limited
11.1
Sellmymobile.com Limited
Townside Limited
–
–
24.0
(4.6)
MoneySuperMarket House, St David’s Ordinary
Park, Ewloe, Chester, UK, CH5 3UZ
146.7
43.2
MoneySuperMarket House, St David’s Ordinary
–
29.4
–
–
–
–
3.5
0.1
0.1
Park, Ewloe, Chester, UK, CH5 3UZ
MoneySuperMarket House, St David’s Ordinary
Park, Ewloe, Chester, UK, CH5 3UZ
One Dean Street, London, UK, W1D 3RB Ordinary
MoneySuperMarket House, St David’s Ordinary
Park, Ewloe, Chester, UK, CH5 3UZ
MoneySuperMarket House, St David’s Ordinary
Park, Ewloe, Chester, UK, CH5 3UZ
MoneySuperMarket House, St David’s Ordinary
Park, Ewloe, Chester, UK, CH5 3UZ
MoneySuperMarket House, St David’s Ordinary
Park, Ewloe, Chester, UK, CH5 3UZ
First Floor, High Holborn House, 52-54 Ordinary
High Holborn, London, WC1V 6RL
First Floor, High Holborn House, 52-54 Ordinary
High Holborn, London, WC1V 6RL
First Floor, High Holborn House, 52-54 Ordinary
High Holborn, London, WC1V 6RL
Fourth Floor Market Square House, St James
Street, Nottingham, Nottinghamshire, NG1 6FG
37 Warren Street, London, England, W1T 6AD Ordinary
Ordinary
Podium Solutions Limited
(1.6)
(1.3)
CYTI (Holdings) Limited
0.4
(0.6)
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
50%
28%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
50%
–
Financial StatementsStrategic ReportGovernance 146 Moneysupermarket.com Group PLC Annual Report and Accounts 2020
Notes to the Consolidated Financial Statements continued
27. Related party transactions continued
The Company is the ultimate parent entity of the Group. Intercompany transactions with wholly-owned subsidiaries have been excluded
from this note, as per the exemption offered in IAS 24 – Related Party Disclosures. The list above represents all companies within the Group.
All companies within the Group are registered at the addresses shown above. The Company’s registered office is disclosed on page 110.
All shareholdings with all subsidiaries are ordinary shares.
Moneysupermarket.com Group PLC has committed to continue to provide support to all of its subsidiaries for any short term day to day cash
management, if required.
Transactions with key management personnel
In addition to their salaries, the Group also provides non-cash benefits to Directors and Executive Officers. Directors and Executive Officers
also participate in the Group’s Long-Term Incentive Plan.
Robin Freestone, Scilla Grimble, James Bilefield and Sally James in total received dividends from the Group totalling £19,491 (2019: Robin
Freestone, Scilla Grimble, Bruce Carnegie-Brown and Sally James in total received £14,503).
There were no amounts or any future commitments outstanding to the Company as at 31 December 2020 (2019: nil).
Key management personnel compensation
Key management, defined as the executive management team, received the following compensation during the year:
Short-term employee benefits
Share-based payments
Post-employment benefits
31 December
2020
£m
31 December
2019
£m
2.6
0.4
0.3
3.3
2.6
0.9
0.3
3.8
In addition to the above, the executive management team received a bonus of £nil (2019: £2.0m) in relation to the reporting period.
Other related party transactions
During the year, the Group purchased £0.1m (2019: £0.6m) worth of services from Podium Solutions Limited in relation to the development of
digital solutions for the mortgages channel journey on the Group’s website. Balances outstanding as at 31 December 2020 in relation to the
above purchases were £nil (2019: £0.3m).
In March 2020, CYTI Limited became a related party. Between then and the year end the Group purchased £0.8m of white label services from
CYTI Limited. Balances outstanding as at 31 December 2020 in relation to these purchases were £nil.
All outstanding balances with the above related parties are priced on an arm’s length basis and have been settled in cash within one month of
the reporting date.
28. Non-adjusting post balance sheet event
On 28 January 2021, the Group acquired the remaining share capital of CYTI (Holdings) Limited. Total consideration for the acquisition of CYTI
comprises £1.4m cash, the fair value of the option and the fair value of the 28% held as at the acquisition date.
Company Balance Sheet
at 31 December 2020
Fixed assets
Investments
Total fixed assets
Current assets
Debtors (including amounts falling due in more than one year £0.3m, 2019: £0.3m)
Cash at bank and in hand
Total current assets
Creditors: amounts falling due within one year
Net current assets
Creditors: amounts falling due after one year
Net assets
Capital and reserves
Share capital
Share premium
Reserve for own shares
Other reserves
Profit and loss account
Shareholders’ funds
147
31 December
2020
£m
31 December
2019
£m
Note
4
5
6
9
181.7
181.7
155.0
0.3
155.3
(5.7)
149.6
–
331.3
0.1
205.0
(2.8)
16.9
112.1
331.3
181.7
181.7
579.5
0.2
579.7
(439.5)
140.2
–
321.9
0.1
204.7
(2.9)
16.9
103.1
321.9
The Financial Statements were approved by the Board of Directors and authorised for issue on 17 February 2021. They were signed on its
behalf by:
Peter Duffy
Chief Executive Officer
Scilla Grimble
Chief Financial Officer
Registered number: 6160943
Financial StatementsStrategic ReportGovernance 148
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
Statement of Changes in Equity
for the year ended 31 December 2020
Notes to the Company Financial Statements
149
At 1 January 2019
Loss for the year
Total comprehensive income
New shares issued
Purchase of shares by employee trusts
Exercise of LTIP awards
Equity dividends
Share-based payments
At 31 December 2019
Profit for the year
Total comprehensive income
New shares issued
Purchase of shares by employee trusts
Exercise of LTIP awards
Equity dividends
Share-based payments
At 31 December 2020
Share
capital
£m
0.1
–
–
0.0
–
–
–
–
0.1
–
–
–
–
–
–
–
Share
premium
£m
204.0
–
–
0.7
–
–
–
–
204.7
–
–
0.3
–
–
–
–
0.1
205.0
Reserve for
own shares
£m
Other
reserves
£m
Profit and
loss account
£m
16.9
–
–
–
–
–
–
–
16.9
–
–
–
–
–
–
–
203.9
(0.8)
(0.8)
–
–
(0.2)
(100.0)
0.2
103.1
72.6
72.6
–
–
(1.0)
(62.8)
0.2
Total
£m
422.3
(0.8)
(0.8)
0.7
(0.5)
–
(100.0)
0.2
321.9
72.6
72.6
0.3
(0.9)
–
(62.8)
0.2
16.9
112.1
331.3
(2.6)
–
–
–
(0.5)
0.2
–
–
(2.9)
–
–
–
(0.9)
1.0
–
–
(2.8)
Reserve for own shares
The reserve for the Company’s own ordinary shares comprises the cost of the Company’s ordinary shares held by the Group through
employee trusts. At 31 December 2020, the Group held 337,281 ordinary shares (2019: 331,720) at a cost of 0.02p per share (2019: 0.02p)
through a Share Incentive Plan trust for the benefit of the Group’s employees.
The Group also held 303,473 shares (2019: 296,362) through an Employee Benefit Trust at an average cost of 273.39p per share (2019:
326.95p) for the benefit of employees participating in the various Long Term Incentive Plan schemes.
Other reserves
The other reserves balance represents the merger reserve of £16.9m generated upon the acquisition of Moneysupermarket.com Financial
Group Limited by the Company, as discussed below, and a capital redemption reserve for £19,000 arising from the acquisition of 95,294,118
deferred shares of 0.02p by the Company from Simon Nixon.
Upon the acquisition of Moneysupermarket.com Financial Group Limited, a merger reserve of £16.9m for 45% of the book value transferred
from a company under common control was recognised.
1. Accounting policies
Basis of preparation
Moneysupermarket.com Group PLC (the ‘Company’) is a public company limited by shares and incorporated and domiciled in England, UK. The
registered office is disclosed on page 110.
These Financial Statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable
in the UK and Republic of Ireland (FRS 102). The presentation currency of these Financial Statements is sterling. All amounts in the Financial
Statements have been rounded to the nearest £100,000. These Financial Statements are prepared on the historical cost basis.
No profit and loss account is presented for the Company as permitted by section 408 of the Companies Act 2006. The profit after tax for the
Company was £72.6m (2019: loss after tax 0.8m) which included dividends received of £75.0m (2019: £nil).
FRS 102 grants certain first-time adoption exemptions from the full requirements of FRS 102, and the following exemptions were taken in the
2015 Financial Statements:
• Business combinations – Business combinations that took place prior to transition date have not been restated.
The Company is the ultimate parent undertaking of the Group and also prepares Consolidated Financial Statements. The Consolidated
Financial Statements are prepared in accordance with applicable law and international accounting standards in conformity with the
requirements of the Companies Act 2006 (“Adopted IFRS”) and prepared in accordance with international financial reporting standards
adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and are available to the public and may be obtained
from MoneySuperMarket House, St. David’s Park, Ewloe, Chester, CH5 3UZ.
In these Financial Statements, the Company is considered to be a qualifying entity for the purposes of this FRS and has applied the exemptions
available under FRS 102 in respect of the following disclosures:
• Cash Flow Statement and related notes; and
• Key Management Personnel compensation.
As the Consolidated Financial Statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 102
available in respect of the following disclosures:
• Certain disclosures required by FRS 102.26 Share Based Payments;
• The disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of
financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1; and
• The disclosures required by FRS 102.33.1A Related Party Disclosures.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Financial
Statements.
Use of estimates and judgements
The preparation of Financial Statements requires management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected.
There are no significant estimates or judgements made in preparation of these Financial Statements.
Investments
Investments are shown at cost less provision for impairment.
Basic financial instruments
Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are
recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised
cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing
transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments
discounted at a market rate of interest for a similar debt instrument.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part
of the Company’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow
statement.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including direct
issue costs, are accounted for on an accruals basis in profit or loss using the effective interest method and are added to the carrying amount
of the instrument to the extent that they are not settled in the period in which they arise.
Financial StatementsStrategic ReportGovernance 150
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
151
Notes to the Company Financial Statements continued
1. Accounting policies continued
Own shares held by Employee Benefit Trust
Transactions of the Company-sponsored Employee Benefit Trust are treated as being those of the Company and are therefore reflected in
the Company Financial Statements. In particular, the trust’s purchases and sales of shares in the Company are debited and credited directly
to equity.
Share-based payment transactions
The Company’s share schemes allow employees to acquire ordinary shares in the Company. The fair value of share awards made is recognised
as an employee expense with a corresponding increase in equity. The fair value is measured at award date and spread over the period during
which the employees become unconditionally entitled to the awards. The fair value of the awards made is measured using an option valuation
model, taking into account the terms and conditions upon which the awards were made. The Company’s share-based payment expenses
relate solely to employees of the Company. Share-based payment expenses in respect of other Group employees are recognised in the
company that employs them.
Dividends
Dividends receivable are recognised when the Company’s right to receive payment is established. Dividends payable to the Company’s
shareholders are recognised as a liability and deducted from shareholders’ equity in the period in which the shareholders’ right to receive
payment is established.
Taxation
Income tax expense comprises current and deferred tax. It is recognised in the profit and loss account except to the extent that it relates to
items recognised directly in equity, in which case it is recognised in equity.
4. Investments
Cost and net book value:
At 31 December 2019 and 31 December 2020
Shares in
subsidiary
undertakings
£m
181.7
The investment represents the Company’s holding in Moneysupermarket.com Financial Group Holdings Limited, which was obtained via a
share for share exchange during 2012 in which the Company exchanged its existing shareholding in Moneysupermarket.com Financial Group
Limited for the entire share capital of Moneysupermarket.com Financial Group Holdings Limited.
5. Debtors
Amount due from subsidiary undertakings
Prepayments
Deferred tax asset (note 7)
During the year an exercise was undertaken to rationalise the intercompany balances within the Group.
Current tax is the expected tax payable on the taxable income for the year, using tax rates in force for the year, and any adjustment to tax
payable in respect of previous years.
6. Creditors: amounts falling due within one year
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different
from those in which they are recognised in the Financial Statements. Deferred tax is not recognised on permanent differences arising because
certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or
smaller than the corresponding income or expense.
Amount owed to subsidiary undertakings
Accruals
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or
substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
During the year an exercise was undertaken to rationalise the intercompany balances within the Group.
Deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax
liabilities or other future taxable profits.
7. Deferred tax
2. Share-based payments
The analysis and disclosures in relation to share-based payments are given in the Consolidated Financial Statements in note 23.
3. Staff numbers and cost
The average number of persons employed by the Company (including Directors) during the year, analysed by category, was as follows:
Administration
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Other pension costs
Share-based payments
Number of
employees
2020
Number of
employees
2019
2
2
2020
£m
1.0
0.1
0.2
0.2
1.5
2019
£m
0.9
0.1
0.2
0.2
1.4
In addition to the above, bonuses of £nil (2019: £0.7m) were payable in relation to the reporting period. One Director exercised share options
during the period (2019: one) and the total gain on exercise of these options was £267,563 (2019: £146,700). Directors’ remuneration is
disclosed on pages 100 to 103.
Short-term timing differences
8. Dividends
Declared and paid dividends on ordinary shares:
Prior year final dividend
Special dividend
Interim dividend
Total dividend paid in the year
Proposed for approval (not recognised as a liability at 31 December): Final dividend
31 December
2020
£m
31 December
2019
£m
154.3
0.4
0.3
155.0
579.2
–
0.3
579.5
31 December
2020
£m
31 December
2019
£m
4.8
0.9
5.7
438.5
1.0
439.5
31 December
2020
£m
31 December
2019
£m
0.3
0.3
pence per
share
31 December
2020
£m
pence per
share
31 December
2019
£m
8.61
–
3.10
11.71
8.61
46.2
–
16.6
62.8
46.2
8.10
7.46
3.10
18.66
8.61
43.4
40.0
16.6
100.0
46.2
Financial StatementsStrategic ReportGovernance 152
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
153
Notes to the Company Financial Statements continued
Shareholder Information
9. Called up share capital
The following rights attached to the shares in issue during the year:
Ordinary shares
The holders of ordinary shares were entitled to returns of capital, receive a dividend and vote.
Issued and fully paid
Number of ordinary shares
At the beginning of the year
Issued on exercise of SAYE options
At the end of the year
Nominal value of ordinary shares
At the beginning of the year
Issued on exercise of SAYE options
At the end of the year
2020
2019
536,576,579
123,962
536,319,819
256,760
536,700,541
536,576,579
2020
£
107,315
25
107,340
2019
£
107,264
51
107,315
The Group has a Long Term Incentive Plan under which conditional nil cost awards of ordinary shares in the Company have been made to
certain Directors and employees of the Group, and an HMRC approved Save As You Earn scheme (Sharesave) is eligible to all employees (see
note 23 of the Consolidated Financial Statements).
Registered office
Moneysupermarket House
St David’s Park
Ewloe
Chester CH5 3UZ
Telephone: +44 (0)1244 665700
Website: http://corporate.moneysupermarket.com
Registered number
No. 6160943
Company Secretary
Katherine Bellau
Financial advisers/stockbrokers
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
Barclays Bank PLC
5 North Colonnade
London E14 4BB
Auditor
KPMG LLP
15 Canada Square
London E14 5GL
Solicitors
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London EC2A 2EG
Principal bankers
Barclays Bank PLC
3 Hardman Street
Manchester M3 3AX
Bank of Ireland
Floor 3A, Baggot Plaza
27-33 Upper Baggot Street
Ballsbridge
Dublin 4
Financial PR
The Maitland Consultancy Limited
3 Pancras Square
London N1C 4AG
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Enquiring about your shareholding
If you want to ask, or need any information, about your shareholding, please
contact our registrar, Link Group, by:
Telephone: 0371 200 1536 (UK) (Calls are charged at the standard
geographic rate and will vary by provider. Lines are open 8.30am – 5.30pm
Monday – Friday)
+44 (0) 371 664 0300 (overseas)
E-mail: moneysupermarket@linkgroup.co.uk
Alternatively, if you have internet access, you can access the Group’s
shareholder portal at www.moneysupermarket-shares.com where you can
view and manage all aspects of your shareholding securely.
Investor relations website and share price
information
The investor relations section of our website, http://corporate.
moneysupermarket.com, provides further information for anyone interested
in the Group. In addition to the Annual Report and share price, Company
announcements including the half-year and full-year results announcements
and associated presentations are also published there.
Dividend mandates
If you wish to have dividends paid directly into a bank or building society
account, you should contact our registrar (see contact details above) or visit
the Group’s shareholder portal at www.moneysupermarket-shares.com
where you can set up or amend a dividend mandate. This method of
payment removes the risk of delay or loss of dividend cheques in the post
and ensures that your account is credited on the due date.
Dividend reinvestment plan (‘DRIP’)
You can choose to reinvest dividends received to purchase further shares in
the Company through a DRIP. A DRIP application form is available from our
registrar (see contact details above).
Share dealing service
You can buy or sell the Company’s shares in a simple and convenient way via
the Link share dealing service either online (www. linksharedeal.com) or by
telephone (0371 664 0445). Calls are charged at the standard geographic
rate and will vary by provider. Lines are open 8.00am – 4.30pm Monday –
Friday.
Please note that the Directors of the Company are not seeking to encourage
shareholders to either buy or sell shares in the Company. Shareholders in
any doubt about what action to take are recommended to seek financial
advice from an independent financial adviser authorised by the Financial
Services and Markets Act 2000.
Electronic communications
You can elect to receive shareholder communications electronically by
contacting our registrar (see contact details above). This will save on printing
and distribution costs, creating environmental benefits. When you register,
you will be sent a notification to say when shareholder communications are
available on our website and you will be provided with a link to that
information.
Cautionary note regarding forward-looking
statements
This Annual Report includes statements that are forward looking in nature.
Forward-looking statements involve known and unknown risks, assumptions,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Group to be materially different from
any future results, performance or achievements expressed or implied by
such forward-looking statements. Except as required by the Listing Rules,
Disclosure Guidance and Transparency Rules and applicable law, the
Company undertakes no obligation to update, revise or change any
forward-looking statements to reflect events or developments occurring on
or after the date of this Annual Report.
Financial StatementsStrategic ReportGovernance 154
Moneysupermarket.com Group PLC Annual Report and Accounts 2020
155
Financial Calendar
Glossary
Overview
Declaration date of 2020 final dividend
Announcement of 2020 full-year results
Ex-dividend date of 2020 final dividend
Record date of 2020 final dividend
Trading update
Annual General Meeting
Payment date of 2020 final dividend
Half-year end
Announcement of 2021 half-year results
Trading update
Financial year end
Announcement of 2021 full-year results
* Exact dates to be confirmed.
18 February 2021
18 February 2021
8 April 2021
9 April 2021
20 April 2021
13 May 2021
20 May 2021
30 June 2021
22 July 2021
*October 2021
31 December 2021
*February 2022
Further copies of this Annual Report are available from the Company’s registered office, or may be accessed on the investor relations section
of the Group’s website at http://corporate.moneysupermarket.com.
Moneysupermarket.com Group PLC
Telephone: 01244 665700
Web: http://corporate.moneysupermarket.com
Registered in England No. 6160943
Registered Office: Moneysupermarket House,
St David’s Park, Ewloe, Chester CH5 3UZ
2018 Code – means the UK Corporate Governance Code published
by the FRC in July 2018.
KPI – means key performance indicator.
Adjusting Items – means items that are considered exceptional or
non-underlying in nature and are either added back or deducted
from performance measures such as EBITDA, EPS and profit before
tax to enable like for like comparison between reporting periods.
B2B – means business to business
B2C – means business to consumer
Beyond Carbon Neutral – means offsetting greater than 100% of
the Group’s carbon emissions, also referred to as Beyond Net Zero.
CAGR – means compound annual growth rate.
Capital expenditure or Capex – means expenditure on property,
plant and equipment or intangible assets. These amounts are
recognised on the consolidated statement of financial position.
Carbon emissions (scope 1 and 2) – means emissions of CO2 and
other greenhouse gases from fuel combustion and energy used in
the Group’s operations.
Carbon Neutral - means offsetting 100% of the Group’s carbon
emissions, also referred to as Net Zero.
LIBOR – means the London Interbank Offered Rate.
LTIP – means the Company’s Long Term Incentive Plan for Executive
Directors and selected senior managers.
Marketing Margin – means total marketing expenditure recognised
in distribution expenses and cost of sales divided by revenue.
MoneySuperMarket.com – means MoneySuperMarket’s price
comparison site.
MoneySavingExpert.com – means MoneySavingExpert’s consumer
site.
MSE – means MoneySavingExpert.com
MSM – means MoneySuperMarket.com
Net Finance Costs – means finance income less finance costs.
Finance income is composed of bank interest. Finance cost is
composed principally of interest, arrangement and commitment fees
relating to the RCF and interest on lease liabilities.
Net Debt – means the amount by which borrowings exceed cash.
Borrowings comprise amounts drawn down on the RCF and exclude
lease liabilities and deferred consideration loan notes.
Company – means Moneysupermarket.com Group plc, a company
incorporated in England and Wales with registered number 6160943
whose registered office is at Moneysupermarket House, St David’s
Park, Ewloe, Chester CH5 3UZ
Operating expenditure or Opex – means distribution expenses
and administrative expenses, both of which are recognised in the
consolidated statement of comprehensive income.
Corporate Website – means
www.corporate.moneysupermarketcom.
CRM – means Customer Relationship Management.
Directors – means the Directors of the Company whose names and
biographies are set out on pages 62 to 63 or the Directors of the
Company’s subsidiaries from time to time as the context may require.
EBITDA – means earnings before interest, tax, depreciation and
amortisation. It equates to operating profit before depreciation
and amortisation.
EPS – means earnings per share.
Executive Team – means senior management responsible for
managing the day-to-day operations of the business.
GDPR – means General Data Protection Regulation.
GHG – means greenhouse gas(es).
PCW – means price comparison website.
PPC – means pay-per-click.
R&D – means Research and Development.
RCF – means Revolving Credit Facility
Sharesave Scheme or SAYE Scheme – means the
Moneysupermarket Group employee savings-related share option
plan approved by HMRC.
SIP – means the Share Incentive Plan.
SM&CR – means the Financial Conduct Authority’s Senior Managers
and Certification Regime.
TCFD – means Task Force on Climate-Related Financial Disclosures.
TravelSupermarket.com – means TravelSupermarket’s price
comparison site.
Group – means Moneysupermarket.com Group plc, its subsidiaries,
significant undertakings and affiliated companies under its control or
common control.
IAS – means International Accounting Standard(s).
TSM – means TravelSupermarket.com
TSR – means total shareholder return – the growth in value of a
shareholding over a specified period, assuming that dividends are
reinvested to purchase additional shares.
IFRIC – means International Financial Reporting Standards
Interpretations Committee.
Working Capital – means current assets minus current liabilities
excluding financing and investment activities.
IFRS – means International Financial Reporting Standard(s).
ISA (UK & Ireland) – means International Standard(s) on Auditing in
the UK and Ireland.
Financial StatementsStrategic ReportGovernance