Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Annual Report 2020
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This is it
Rightmove plc | Annual Report 2020
Rightmove’s purpose is to make
home moving easier in the UK.
We do this by creating a simpler and
more efficient property marketplace.
Rightmove is the UK’s number one property portal
Contents
Strategic report
1 Highlights
2 Chair’s statement
4 Chief Executive’s review
5 Our strategy
14 Business model
16
18
22 Risk management
Principal risks and
23
uncertainties
Key performance indicators
Financial review
27 Withdrawal from the EU
27
Going concern and viability
statement
28 Working with our stakeholders
Environmental, social and
31
governance report
Corporate governance report
Governance
46
48 Directors and officers
56 Audit Committee report
64 Nomination Committee report
67
Directors’ remuneration report
87 Directors’ report
90
Directors’ responsibilities
statement
Auditor’s report
91
Financial statements
98
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
100 Company statement of
financial position
99
104 Company statement of
changes in shareholders’ equity
105 Notes forming part of the
financial statements
140 Advisers and shareholder
information
101 Consolidated statement of
cash flows
102 Company statement of
cash flows
103 Consolidated statement of
changes in shareholders’ equity
Designed and produced by The Team www.theteam.co.uk
Strategic report | Highlights
Financial highlights
Revenue(1)
-29%
Revenue of £205.7m (2019: £289.3m)
down 29%, reflecting the impact of
the discount(1) support offered to
our customers
Operating profit
-37%
Operating profit of £135.1m
(2019: £213.7m) down 37%
Basic earnings per share
-36%
Basic earnings per share 12.6p
(2019: 19.6p) down 36%
Total dividend(2)
Cash returned to shareholders
Year-end cash balance
4.5p
Final dividend of 4.5p (2019: cancelled(2))
per ordinary share; total dividend for 2020
4.5p (2019: 2.8p(2))
£30.1m
£30.1m (2019: £148.8m) of cash returned
to shareholders through share buybacks in
2020; the share buyback programme will
resume in March 2021
£96.7m
(2019 year end cash balance: £36.3m)
(1) We provided a 75% discount on invoice values to both Agency and new Home customers between April and July, and a further discount to Agency customers in
August and September (60% and 40% respectively).
(2) The Board declared a final dividend of 4.4p per share for 2019, which was subsequently cancelled. The total dividend for 2019 was 2.8p paid in November 2019;
no dividend payments were made in 2020.
Operational highlights
Customer numbers
Properties advertised
Traffic – visits
19,197
Membership numbers down 3% to 19,197
(2019: 19,809) with 425 fewer Agency
Branches and 187 fewer New Homes
developments
1million
Over one million UK residential properties
advertised on Rightmove (2019: 0.9m),
more than anywhere else in the UK
+31%
Site visits up over 31% to 2.1 billion
(2019: 1.6 billion)(4)
Employee engagement
Average Revenue Per Advertiser(3)
Traffic – time on site
93%
93% of employee respondents think
that Rightmove is a great place to work
(2019: 81%)
£778
Average Revenue Per Advertiser
(ARPA)(3) down 28% to £778 per
month (2019: £1,088)
15.9 billion
Time on site up 31% over the year at
15.9 billion minutes (2019: 12.1 billion)(4)
(3) Revenue from Agency and New Homes advertisers in a given month divided by the total number of advertisers during the month, measured as a monthly average over the year.
(4) Source: Google Analytics.
“ In a year in which we all stayed in our homes more than ever before, people continued to turn to
Rightmove for their next move and for real-time information, helping us to extend our lead in the
market. The record traffic and enquiries that followed the reopening of the market led to us sending
51 million property leads to our customers.” Peter Brooks-Johnson Chief Executive Officer
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 1
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Chair’s statement
Reflecting on my first year as Rightmove’s Chair,
I am struck by the resilience and adaptability of our
people and business. Our ambition to make home
moving easier in the UK has been undiminished by
the challenges of the pandemic.
Andrew Fisher
Chair
Our talented and committed teams are focused on exceeding
the expectations of Rightmove’s customers and consumers
to deliver a best in class suite of digital advertising products to
enhance the home-moving process. Against the challenging
background I’m delighted at the accelerating pace of
innovation the teams have delivered this year. Amongst many
new developments, a particular highlight was the release of
phase one of the digitised rental journey in November to make
home moving easier in the under-served rental market.
Rightmove’s restless culture continues with the development
of phase two now underway.
The extraordinary challenges facing our customers in 2020
were significant and required us to take temporary action to
protect the interests of our customers, consumers and
shareholders. The decisions to cancel or delay dividend
payments and suspend the share buyback programme were
unprecedented in Rightmove’s history and not taken lightly.
I am pleased that, thanks to the value of Rightmove’s services
to our customers and consumers, we are again in a position to
return free cash to our shareholders with the resumption of
share buybacks in March and the dividend payment in May.
Customer support and financial position
The measures taken to contain the spread of Covid-19 have
had an unprecedented impact on the UK property market
throughout 2020 and into 2021. The market closures in the
first half of the year prompted us to take action to support our
Agency and New Homes customers, initially with a 75%
discount from April to July followed by 60% and 40% for
Agency customers in August and September. Since markets
have reopened around the UK, the recovery in home moving
activity has been particularly strong, despite continued
restrictions. Our customers have risen to the challenge of
meeting that demand, using our digital solutions and data to
optimise their marketing resources and increase efficiency.
Despite the significant impact on revenue of the pandemic,
our business model and core value proposition produced a
solid set of financial results in 2020. Operating profit was
£135.1m (2019: £213.7m) from revenue of £205.7m
(2019: £289.3m) with continued cost discipline resulting
in an operating margin of 66% and basic earnings per share
of 12.6p (2019: 19.6p). Our cash position at the year-end was
£96.7m, with reduced returns to shareholders allowing us to
fund our operations and customer discounts with no drawings
on the CCFF or our revolving credit facility.
Returns to shareholders and dividend
In 2020 we returned £30.1m (2019: £148.8m) to shareholders
in the first quarter through share buybacks.
Given the unprecedented operating environment, the Board
has approved the ongoing maintenance of a cash balance of
£50 million. The Board is confident in our ability to deliver
sustainable returns to shareholders and is recommending a
final dividend of 4.5p per share for 2020 (2019: 4.4p cancelled) .
The final dividend will be paid, subject to shareholder approval,
on 28 May 2021. The Board has also approved the resumption
of our share buyback programme in March 2021, confirming
the resilience of the Rightmove business model and our
commitment to returning free cash to shareholders.
Board changes
Robyn Perriss, our Finance Director, stepped down from the
Board on 30 June 2020, after 12 years at Rightmove. Robyn
was a great asset in developing strong financial management
and controls and keeping our investors well informed.
Our thanks also to Georgina Hudson for her work as
interim Finance Director in 2020 and ensuring a smooth
transition from Robyn to our new Chief Financial Officer.
On 7 September, Alison Dolan joined the Board as Chief
Financial Officer and has already made a major contribution.
2 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Environmental, Social and Governance (ESG) strategy
During 2020, we revisited Rightmove’s ESG strategy for a
sustainable business, reflecting our culture and desire to make
a significant impact and be a system-positive business
through a comprehensive set of initiatives. Details are set out
in the Environmental, Social and Governance section of the
Strategic Report.
We are committed to reducing Rightmove’s environmental
footprint. We have signed up to the 1.5C Science Based
Targets initiative and are working with their scientists to ensure
our ambitious targets are in line with the science behind the
Paris Accord. We will continue to work with the UK’s Net Zero
Business Champion to support the Government’s plans for
the UK to be net carbon zero by 2050, and have expanded our
environmental reporting this year on our journey to begin
reporting under the recommendations of the Taskforce for
Climate-related Financial Disclosures at the end of 2021.
Looking ahead
On behalf of the Board, I would like to thank all our customers
for their continued confidence and support through the most
exceptional circumstances and to reiterate our determination
to deliver the best marketplace for home hunters and property
advertisers to reach the widest possible audience.
Taking the difficult decisions to conserve cash in 2020 has,
I believe, helped to preserve liquidity while supporting the
investment in the technology and resources required to create
long-term shareholder value. Our commitment to continue
that investment and innovate for the long-term sustainability
and growth of Rightmove is embodied in our business strategy.
I am looking forward to continuing to create value for all our
stakeholders in 2021.
Andrew Fisher
Chair
26 February 2021
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 3
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Chief Executive’s review
Twenty years on, our focus remains on
making home moving easier in the UK and
that clarity of purpose has helped to guide
our business and the delivery of our strategy
through the challenges of 2020.
Peter Brooks-Johnson
Chief Executive Officer
Over the past 20 years Rightmove and the thousands of local
businesses who make up our customer base have changed
the way Britain searches and researches property. The Covid-
19 pandemic turned everybody’s lives upside down, and the
resulting uncertainty and disruption has brought challenges
unlike anything faced since we first started. Whilst much has
changed, 2020 has highlighted the trust Britain’s
homemovers put in Rightmove as not only the place to find
their next home, but also the source of reliable information
about the housing market. That Rightmove ends 2020 a
stronger business than it entered is testament to the
adaptability and tenacity of our people.
Twenty years on, our focus remains on making home moving
easier in the UK and that clarity of purpose has helped to guide
our business and the delivery of our strategy through the
challenges of 2020.
Our response to Covid-19
Our priority during the pandemic has been the wellbeing of our
people, supporting our customers and continuing to drive
towards our strategic goals whilst making prudent decisions
amid the uncertainty to maintain liquidity.
The Government measures taken to contain the spread of
Covid-19 had an unprecedented impact on the UK property
market, which was effectively closed from 23 March until
13 May in England, 22 June in Wales and 29 June in Scotland.
This had an immediate impact on our customers’ cash flows
and lengthened the time to resumption of normal cash flow,
since the average housing transaction takes around three
months to complete. We responded by supporting all our
customers with discounts between April and September,
conscious of the economic impact of market disruption on
their businesses. The revenue impact of customer discounts
in the year was nearly £90m, contributing to a fall in Group
revenue of £83.6m to £205.7m and a fall in operating profit by
37% to £135.1m. Despite the challenging operational and
economic conditions for our customers, Agency and New
Homes customer numbers ended the year down just 3% at
19,197, with the number of Estate Agency members growing
slightly in the second half of the year.
4 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Our customers have shown great resilience during 2020,
responding to the new rules and adopting new digital tools to
allow home movers to continue to find their dream next home
in safety. We believe that the adoption of these tools will also
make their businesses more efficient for the long term.
Beyond supporting our customers financially, we rolled out a
number of practical initiatives. These initiatives included over
2.2 million ‘kick start’ alerts to home hunters to refresh interest
in properties that had been available for sale or rent before the
first lockdown, helping agents to replenish the pipeline of
property transactions as the market reopened; a new bespoke
local market data tool to help agents target resources most
efficiently and a new platform for video viewings of properties.
We have worked to keep our customers informed of the rapidly
changing market conditions and to help them to adapt. We
hosted close to 100 webinars for agents in 2020, which were
attended by over 29,000 property professionals from over
5,700 branches and viewed by a further 17,000 people using
the catch-up facility. Attendance at our webinars trebled in
2020, and customer engagement through the Hub increased,
with over 1 million pages viewed during the year.
Recognising our role as a trusted source of housing market
knowledge for UK home hunters, we increased the frequency
of our consumer email update from fortnightly to weekly.
This update was read by an average of over 750,000 home
hunters every week. For the first time ever, we ran webinars for
consumers to answer their questions about what the market
closure and subsequent reopening meant for buyers, sellers
and renters.
Since the property market reopened, we have seen record-
breaking traffic on our platforms and our customers
responding by investing in our digital solutions to meet that
demand. Since May we have had 231 record days of traffic
and on 12 of those days visits exceeded 8 million, peaking at
68.4 million minutes spent on our platforms in one day.
Our focus on innovation and delivering marketing solutions
to our customers led to an increase in sales of our premium
packages, with 1,110 Agency customers investing in our
Optimiser 2020 package launched in November 2019. We
have continued to innovate to make moving easier for home
Strategic report | Our strategy
Strategic report
Rightmove’s purpose is to make
home moving easier in the UK.
This is where
Britain moves
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Strategy
Strategy
Strategy
1
The place
consumers turn
to first and engage
with most
Page 6
2
Unrivalled
exposure, leads
and products for
our customers
Page 7
3
Innovate to
create a simpler
and more efficient
marketplace
Page 8
Strategy
4
Build great
teams
Page 9
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 5
Strategic report | Our strategy continued
Strategic report
Our strategy
Strategy
1
The place consumers
turn to first and
engage with most
2 billion
visits
Rightmove is at the heart of the
home-moving process in the UK,
being the place consumers turn to first
when thinking about their next move.
In 2020, consumers made over 2 billion(1)
visits to Rightmove across all our
platforms and spent over 15.9 billion(2)
minutes on Rightmove, up 31% on 2019.
(1) Source: Google Analytics.
(2) Source: comScore.
6 | RIGHTMOVE PLC | ANNUAL REPORT 2020
This is where
we found our
happy home
Strategy
2
Unrivalled exposure,
leads and products
for our customers
51 million
leads
Since Rightmove’s inception, helping
our customers to market to the largest
possible audience and to win more
business have been our key objectives.
We delivered 51 million property specific
leads to our customers in 2020. At over
1.6 leads every second, this is a new
record for the number of leads sent
from Rightmove in a year.
This is where our
customers can
market to the
largest audience
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 7
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Our strategy continued
Strategic report
Our strategy
This is where
innovation
happens
every day
Strategy
3
Innovate to create
a simpler and more
efficient marketplace
50%
more software releases
Our product teams have delivered nearly
50% more updates to the Rightmove
platforms than in 2019, despite the
challenges of working from home for
the majority of the year.
8 | RIGHTMOVE PLC | ANNUAL REPORT 2020
This is where
everyone
can thrive
Strategy
4
Build great
teams
93%
a great place to work
We endeavour to create one team in
a highly connected organisation, with
minimal hierarchy and bureaucracy
creating barriers to rapid growth and
innovation.
In the 2020 ‘Have Your Say’ survey, 93%
of employee respondents agreed that
‘Rightmove is a great place to work’.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 9
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Chief Executive’s review continued
hunters. Further integration of Van Mildert has enabled us to
develop the next version of the tenant passport. The launch of
the online appointments system, Viewings Manager, saw the
completion of the first phase of our work to digitise the journey
to a rental move, with the development of the second phase
well underway.
As a team and a business, we have emerged stronger from
2020, with a better relationship with our customers,
demonstration of the resilience of our business and a stronger
sense of common purpose. The resilience of our business
during 2020 was in no small way down to the adaptability and
commitment of our teams. Our employees transferred to
remote working in March and have seamlessly continued to
innovate and deliver customer service. Our product teams
have delivered nearly 50% more updates to the Rightmove
platform than in 2019, despite the challenges of working from
home for the majority of the year. I am delighted that, in spite
of the difficult context and rapid change in everyone’s lives,
93% of our people, responding to the annual ‘Have Your Say’
survey, believe that Rightmove is a great place to work.
Our Strategy – making home moving easier
The place consumers turn to
first and engage with most
Rightmove is at the heart of the home-moving process in the
UK, being the place consumers turn to first when thinking
about their next move. Perhaps the simplest indication of this
is the speed at which home hunters turn to Rightmove when
conditions in the market change. Within an hour of the English
stamp duty holiday being announced on 8 July 2020, traffic
jumped by 15% above already high levels and went on to
surpass over 8 million visits in a single day for the first time in
Rightmove’s history.
Our place in the market is hard won, the home-hunting
audience has high expectations of the technology and services
we offer, and in turn we focus on continual improvement and
innovation to make the home-moving process a simple and
compelling experience for them.
In 2020, consumers made over 2 billion(1) visits to Rightmove
across all our platforms and spent over 15.9 billion(2) minutes on
Rightmove, up 31% on 2019.
We achieve this level of consumer engagement by delivering
the most up-to-date, engaging and comprehensive property
content, together with the best search and research tools.
Amongst the many improvements in 2020, we completed a
ground-up rebuilding of our property details pages.
Improvements include larger images, integrated video content,
better navigation and signposting and the introduction of
property images alongside floorplans. Consumers have been
quick to adopt the new style pages, with the amount of time
spent per property listed increasing by over 70%. Importantly,
this has also increased the number of property enquiries sent
to our customers.
Consumer preference for accessing property on mobile
platforms continues unabated, with our mobile-optimised site
and apps again showing the fastest growth of all our platforms.
We saw a 42% increase in mobile site time and a 39% increase
in app time during 2020. We have over four times more active
users on our mobile and tablet apps than our closest
competitor, with each user spending nearly twice as much time
on average(3). With over six times the total amount of time
spent on our apps relative to our closest competitor, our
unrivalled platform is even stronger with app users.
Home hunters rely on our platforms to be available all the
time and we have again recorded an industry-leading level of
“uptime” of 99.99%, meaning our platforms were unavailable
for just 14 minutes during 2020.
Researching the property market is a key activity for landlords,
home owners, buyers and sellers. In 2020, our research tools,
such as sold price data, were by far the most widely used in the
UK, with over 1.1 million UK properties currently listed for sale
or to rent and over 55 million historical property records.
Perhaps reflecting the increased demand in the marketplace,
consumers spent over 497 million minutes using these tools
in 2020 - an increase of 22% on 2019.
The shift in home-hunter behaviour when the market
re-opened was noted by more people considering not only
what they need from a home, but also where they want to live.
Many home hunters are actively considering longer commute
times as they consider their working patterns in a post
pandemic world. Use of our tool ‘Where Can I Live?’, which uses
sophisticated data analysis to help people work out which
locations they can afford and meet their new commute time
criteria, was up by 45% in the second half of 2020 compared
to the same period in 2019.
Our market-leading data and analytical capability allows us to
publish the UK’s most accurate leading indicator of house
prices in the UK. Our House Price Index is based on around
95% of newly-advertised properties in the UK. Whilst always a
widely used property research tool for consumers and property
professionals alike, the rapidly changing market in 2020
demonstrated the unique real-time trends our data can reveal,
based on hundreds of thousands of data points.
10 | RIGHTMOVE PLC | ANNUAL REPORT 2020
For 20 years, we have invested in our brand and we continue to
reinforce that with our always-on ‘Find Your Happy’ campaign.
Shortly after the first national lockdown we filmed our new TV
advert, 'This is it', to capture the moment people find their
next happy home, to highlight the crucial role a home plays in
creating memories, and to remind people that there is no
perfect time to move home.
Our investment in brand-building includes national television,
through our partnership with Channel 4, supported by online
video, digital and outdoor advertising. Throughout 2020, we
used our unrivalled datasets to publish positive and factual
content both on site and in our housing reports, to help build
consumer confidence, counter negative speculation about
the housing market and give confidence to homemovers and
customers based on real time insights.
Whilst over 85% of visits to our platforms come from
consumers typing ‘Rightmove’ into their browser or
launching our app, we have launched more initiatives,
including on search engine optimisation and on
engagement, recognising that the behaviour of our
audience is always evolving. As a result of these initiatives
and direct marketing, we have seen traffic increase by 31%
and time on site by 31%, extending Rightmove’s share of
time compared to other property portals.
Unrivalled exposure, leads and
products for our customers
Since Rightmove’s inception, helping our customers to market
to the largest possible audience and to win more business have
been our key objectives. In 2020, it was also vital that we helped
our customers to operate more efficiently, navigate a variety of
new restrictions and meet record demand from home hunters.
The record traffic to Rightmove, coupled with the strong
property market in the second half of 2020, more than made
up for the closure in the market in March. We delivered 51m
property specific leads to our customers, up 27% on 2019. At
over 1.6 leads every second, this is a new record for the
number of leads sent from Rightmove in a year.
In late 2019, we launched our new premium package ‘Optimiser
2020’, building on the success of the existing Optimiser package.
The new package includes ‘Opportunity Manager’, an algorithm-
powered intelligence tool and ‘Sold By Me’ – a new dynamically-
targeted product to attract potential sellers. I am pleased that,
despite the challenges of 2020, increasing numbers of our
agency customers chose to buy Optimiser 2020, and benefitted
from the success of Sold by Me and the operating efficiencies
enabled by Opportunity Manager. In 2020, the proportion of our
independent agency customers buying our Enhanced and
Optimiser packages was unchanged at 38%, with the majority of
customers upgrading to the Optimiser 2020 package from the
lower-priced Optimiser package.
Rightmove is not only the largest Residential property portal
in the UK, it is also the largest Commercial Real Estate (CRE)
portal in the UK. Our Commercial property advertising
business continues to offer the efficiency benefits of
Rightmove platforms to companies interested in the
acquisition, occupation or divestment of their commercial
assets. Rightmove Commercial is established as platform
of choice, both for occupiers, and for RICS-qualified CRE
professionals, with the majority of users defining themselves
as agents/surveyors, landlord/owners, developers or investors.
Our traffic to commercial properties increased by 15% and
leads to CRE customers increased by 25% as the need to
respect social distancing in 2020 accelerated the adoption of
digital media within the CRE sector. Underlying growth in the
CRE business was driven by an encouraging adoption of the
Rightmove marketing platform by new customers, and existing
customers spending more with us.
Our platforms generate significant amounts of proprietary
property and home hunter demand data. The Rightmove Data
Services business supports the property industry by delivering
property valuation tools and insights based on our unparalleled
dataset. Our Surveyor Comparable Tool, used by surveyors to
make property valuations, was used in over 75% of mortgage
transactions in the UK and more than 2.3 million reports were
run in 2020, only a 4% decrease on 2019 despite an 11% fall in
housing transactions. The importance of data-driven solutions
in the socially distanced world of 2020 led to a 10% increase in
the use of our Automated Valuation Model APIs by lenders and
overall we valued more than £2.5 trillion worth of property in
2020. The combination of increased usage of the Automated
Valuation Model and the value of our real-time demand and
property data more than offset the lower usage of our other
transactional tools.
2020 presented particularly difficult trading conditions for our
Overseas property advertising business, with Covid travel
restrictions and continuing Brexit uncertainty. The dream of
owning a property abroad is still strong amongst the British
public, with leads up 2% on 2019 despite the obstacles to
purchasing overseas. We took the opportunity to restructure
the Overseas team and prepare for the release of pent-up
demand for overseas properties once travel restrictions
are lifted and the post Brexit environment stabilises. Site
optimisations led to more than 10% more time being spent on
the overseas section of the site compared to 2019. The site
optimisation, in conjunction with the pent-up demand for
overseas property, led to us recording our busiest ever day
on the Overseas section of the website in 2020.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 11
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Chief Executive’s review continued
Innovation to create a simpler
and more efficient marketplace
Over the last 20 years, Rightmove has helped drive significant
efficiencies within the property industry by providing our
customers with training, support and a suite of software as part
of their membership to help them in the day to day running of
their businesses. However, we are restless and have much
more to do, we are continually innovating to make the property
marketplace more efficient for home hunters and customers.
We believe there are opportunities to improve the journey from
searching for a home to being ready to transact on it.
The Covid restrictions introduced by the Government led
both home hunters and customers to reassess how best to
progress their property journey. We responded by accelerating
our plans to help the property market become more digital.
We believe making the journey more digital will increase the
long-term efficiency of our customers and reduce the
environmental impact of wasted journeys.
Innovating for efficiency now
To help customers and home hunters adhere to the social
distancing guidelines and minimise unnecessary travel, we
delivered a new tool which enables customers to securely
deliver online viewing videos to home hunters, in line with
government advice. The integrated tool also offers usage
reporting and functionality to make the process of responding
to home hunter enquiries quicker and more efficient for agents.
The use of video viewings represents a significant shift in the
behaviour of UK agents and consumers, and adoption has been
steady, with over 40,000 videos uploaded to the platform since
launch. Where available nearly 50% of home movers engage
with the video content as part of the lead sending process.
Following two successful trial phases, Viewings Manager, our
integrated appointment booking system for tenants, began full
roll out in 2020. Building on the knowledge gained as part of the
Van Mildert acquisition, Viewings Manager includes the next
iteration of the Rightmove Tenant Passport.
The appointment booking functionality allows tenants to
request an appointment electronically whilst enhancing the
lead information with the passport details. This allows agents
to simply and easily assess the property's affordability and
suitability for the tenant, and potentially allow them to suggest
something more suitable. Once a viewing is confirmed,
tenants can cancel or reschedule the appointment at the click
of a button and receive automated reminders to help avoid
missed appointments and unnecessary journeys for agents.
Following the viewing, feedback is automatically gathered
from the tenant saving the agent time and offering the home
hunter the chance to express their interest in progressing
towards tenancy.
12 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Since roll out began in November over 400 independent
Agency branches have adopted Viewings Manager with over
18,000 Passports completed in January 2021 and a similar
number of appointments already requested. Early feedback
from agents on the improved efficiency of the process is
encouraging, with a number reporting a significant reduction
in wasted journeys to appointments.
Once a viewing has been completed agents can seamlessly
order a full tenant reference from Van Mildert without the need
to re-enter the tenant’s details, saving time and reducing the
risk of error.
Innovating for growth tomorrow
When moving, tenants require a number of services such as
home contents insurance and broadband for their new homes.
Offering these services at the right time in the moving journey
is important in making the service useful to tenants and
therefore valuable. In 2020 we took the first steps to expand
the monetisation of the rental journey by offering these
services to tenants who had successfully passed a reference
with Van Mildert. Despite our offering in 2020 being
experimental and not optimised we helped nearly 7,000
tenants with their needs. This is an area we intend to
experiment with further in 2021 by engaging the
Rightmove audience throughout their tenant journey.
Whilst the majority of our efforts have been focused on
improving the journey to renting a home, our partnership with
Nationwide Building Society continues to provide valuable
insights into consumer interest in mortgage information.
Through the re-design of our property details pages, we
increased consumer engagement with our mortgage
affordability partnership with Nationwide by a factor of four
between September and December 2020. We are early in the
journey of enabling a more digital approach to mortgages, but
our experience in 2020 stands us in good stead. It underlines
the need for more digitally led mortgage options evidenced
through consumer engagement with our tools, and provides
us with valuable insight into how users’ needs will evolve
through the journey.
Our Environment and the
Society in which we live
As an organisation we live by our values and we believe our
values extend beyond how we do business. “Doing the right
thing” is central to the values we espouse, and we believe
Rightmove can and should be a force for good within the
communities in which we operate.
Doing the right thing encompasses our response to a range
of issues. It was front of mind when we were one of the first
companies to choose to repay the grant from the Coronavirus
Job Retention Scheme (CJRS) when it became apparent that
we did not require it. It is front of mind when we think about
diversity and inclusion and the lack of opportunities for some
of those within the communities we serve, and it is front of
mind when we think about the world in which we live.
I am pleased with the progress we have made in reducing the
gender pay gap within Rightmove over the last four years,
however we still have much more to do. 2020 has caused
us to reassess how we take steps to promote inclusion and
opportunity beyond our company. I am delighted that we
have been able to help Women’s Aid and Childline in addition
to our support for our local charities in what has been a very
challenging year for all charities. I look forward to the work we
have planned in 2021, both as part of our new partnership
with Generating Genius to encourage more of those who are
disadvantaged to consider a career in technology, and to
recruit from non-traditional educational routes.
We have significantly reduced our own carbon emissions over
the last three years, but doing the right thing requires us to do
more. Our environmental strategy supports initiatives to make
the UK a carbon neutral country using the reach of our
platforms to inform and encourage consumers to improve
the energy efficiency of their homes and bring these factors
to the fore when considering their next home.
Our Data Services business is currently working on an
exploratory project with the Department for Business, Energy
& Industrial Strategy to assess the value difference of low
carbon homes. We believe that by continuing to digitise home
moving in the UK and helping consumers to understand their
options around making homes more energy efficient, we can
help drive the UK’s ‘net zero’ agenda.
More information about these initiatives and our environmental
policy can be found in the Environmental, Social and
Governance Report.
Build great teams
From the first Rightmove team of a dozen to the current team of
over 550, our people define Rightmove and create a culture
which is exciting, innovative, open and supportive, where
everyone matters, and every idea can be explored. Our people
always strive to achieve more for our customers and consumers.
We endeavour to create one team in a highly connected
organisation, with minimal hierarchy and bureaucracy creating
barriers to rapid growth and innovation. We believe the key to this
success is employing the right people, then giving them the
freedom, tools and confidence to innovate and lead effectively.
In 2020, we have adapted our ways of working and
communicating outside the normal office environment.
We have learned how to stay connected with frequent all-
employee online Town Halls and smaller virtual team ‘stand ups’
and social events. We were fortunate to be able to return all our
employees to work after the initial furlough period and offer
flexible working arrangements to anyone who needed them.
Details of the actions we have taken to protect and support
our employees through the pandemic can be found in the
Environmental, Social and Governance Report.
Even during extended periods of remote working, these
actions and the behaviours of our people have maintained a
strong sense of belonging and connection. In the 2020 ‘Have
Your Say’ survey, 93% of employees (2019: 81%) agreed that
‘Rightmove is a great place to work’. I am again grateful for the
direct, honest and often humorous feedback from our people
in 2020, which has created an organisation with such a strong
sense of belonging and purpose.
Our culture sets us apart from many organisations and is
defined by each of our people, who are proud to be part of
Rightmove. It is a culture which has been continuously evolving
over the last 20 years and I am very proud of what we have
achieved together during 2020. I would like to thank every
Rightmover for their extraordinary efforts and commitment.
We have been true to our values and preserved our culture
through the most challenging circumstances, driving
innovation and success and creating a place where everyone
can thrive.
Peter Brooks-Johnson
Chief Executive Officer
26 February 2021
(1) Source: Google Analytics.
(2) Source: comScore.
(3) Source: App Annie.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 13
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Business model
The Rightmove network effect
C
E F FICIE N
Y E
M
P
O
W
E
RI
N
The place consumers
turn to first and
engage with most
BUYERS
SELLERS
RENTERS
LANDLORDS
SIMPLICITY
G
AGENTS
DEVELOPERS
Unrivalled exposure,
leads and products
for our customers
What we do
Rightmove is the UK’s number one property portal and the
UK’s leading property marketplace, bringing together the UK’s
largest and most engaged property audience with the largest
inventory of properties. We benefit from strong network
effects as our property audience and the properties our
customers advertise create a ‘virtuous circle’ enhancing the
Rightmove value proposition.
How we make the market more efficient for consumers
Rightmove is free to consumers, and it is the only place where
home buyers and renters can see almost the entire UK
property market in one place. Rightmove has become the
place consumers turn to first when they think about moving
home because they can rely on the speed and availability of our
platforms to view more properties for sale and to rent than
anywhere else.
Our customers are primarily estate agents, letting agents and
new homes developers advertising properties for sale and to
rent in the UK.
Our purpose is to make home moving easier in the UK
by creating a more efficient housing marketplace
The UK housing market, both in sales and rentals, is complex
and often inefficient. Moving home can be a time consuming,
frustrating experience for consumers and professionals, often
with elements of wasted effort and unavoidable manual
processes. We believe that, by creating a simpler and more
efficient marketplace, we can make home moving in the UK
easier. A better marketplace which empowers consumers and
property professionals leads to a better housing market. By
building long-term partnerships and creating value for property
professionals and consumers, we are able to grow our revenue,
which in turn allows us to innovate to create more value for all.
Finding your next home can be a stressful and frustrating
experience; the simplicity and ease of access to the property
information Rightmove offers can reduce that stress. Our
carefully designed platforms avoid distractions in pursuit of
simplicity, putting home hunters in control of their search
and research.
It is not in our nature to stand still or to take Rightmove’s
success for granted; we are continually investing to deliver the
most engaging experience for home movers. Our culture is
one of restless innovation, with a strong focus on driving
improvement. We release hundreds of updates and
improvements to our platforms each month. Improved
technology and new ways of working have accelerated the
pace of new releases, with 50% more software releases in
2020 over 2019.
14 | RIGHTMOVE PLC | ANNUAL REPORT 2020
A vital part of innovation is a disciplined willingness to
experiment and learn from the results. Our strategic roadmap
for improving tenants’ rental journeys has evolved from an
experimental app in 2017, to the first Tenant Passport in 2018
and the acquisition of Van Mildert in 2019. The learnings and
data obtained from these activities have informed the
development of our new Tenant Passport, integrating it with
our Viewings Manager appointment booking system and the
rental lead flow, to benefit lettings agents and tenants.
Beyond finding a buyer or tenant, the tools we provide for
researching the market bring simplicity and confidence to
sellers and landlords as they consider one of the largest
transactions of their lives and choose an agent to help them
on their home- moving journey.
How we make the market more efficient for
our customers
By creating the UK’s largest digital property portal with the
largest selection of properties, we have brought together
virtually all the home hunting audience our customers want to
attract. We are able to offer the most significant and effective
exposure for their brands and properties, resulting in the
largest source of high-quality leads, thereby significantly
increasing our customers’ marketing efficiency.
Our digital solutions help our customers to reach their
audiences more quickly and efficiently, enabling them to win
new business. Winning instructions is critical but time
consuming for our Agency customers and we offer a number
of tools and products to enable customers to win instructions.
Agents buying our Optimiser packages win twice as many
instructions on average as those who do not use our solutions.
Rightmove’s culture of constant improvement and innovation
helps to create more efficiency opportunities for our
customers. A good example of this is ‘Opportunity Manager’, a
lead management tool available with our Optimiser 2020
package. Opportunity Manager is powered by an algorithm
that is constantly learning and improving to intelligently spot
the home hunters who are most likely to turn into potential
home sellers in an agent’s area.
As our customers faced new business challenges in 2020,
we responded with new products and efficiency tools to help
them to manage leads and viewings. Online Viewings is a
simple tool for agents to upload video viewings and
automatically send them to home hunters, which we
launched within weeks of the first lockdown.
Our solutions for New Homes developers help them to reach
almost every serious home buyer in the UK. We help them to
target these buyers both on and off Rightmove’s platform
through our Active Display and Rightmove Active Extension
products. In 2020, we launched new build-to-rent packages
for our New Homes customers, which will enable them to
differentiate the premium features of their rental properties.
We continue to help to drive efficiencies for our Agency
customers by providing best in class software that delivers
data, market insight and analytical tools to help inform their
decisions, with 85% of our Agency customers using our
software each month.
How we create value for our shareholders
Our principal source of revenue is the monthly subscription
fees paid by customers to advertise all of their properties on
Rightmove. Our customers can also pay for our additional
advertising solutions, which increase a customer’s share of
voice and competitiveness. These are critical factors for our
customers and particularly for an agent to help to win the
instruction opportunity to sell or rent a home, which remains
the lifeblood of their business.
As the property industry becomes more digital – a process that
has accelerated in the past year – Rightmove’s market leading
audience, best in class software and data driven analytics are
becoming even more valuable to our customers. Future ARPA
growth will be driven by increased product penetration and
pricing, which is underpinned by the value of our unrivalled
audience and data, our substantial product inventory and our
culture and track record for constantly innovating to benefit
our customers and consumers.
We believe that helping home hunters to become more
‘transaction ready’ will, in time, grow into a valuable source of
revenue. Tenant referencing and rent-guarantee insurance
capabilities through Van Mildert and our mortgage partnership
with Nationwide Building Society are the first steps in this journey.
We also continue to develop a number of smaller adjacent
businesses, advertising commercial and overseas properties
and providing property-related data and valuation services.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 15
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Operational key performance indicators
We use the metrics set out below to track our operational performance.
2020 performance
2020 performance
-3%
Risks
1
2
3
-28%
Risks
1
2
3
Source: Rightmove
Source: Rightmove
Definition
The total number of paid for UK estate and lettings Agency
branches/branch equivalents and New Home developer sites
advertising properties on Rightmove
Strategic link
The place consumers turn to first and engage with most; and
innovation to create a simpler and more efficient marketplace
Definition
Revenue from Agency and New Home advertisers in a given
month divided by the total number of advertisers during the
month, measured as a monthly average over the year
Strategic link
Unrivalled exposure, leads and products for our customers
2020 performance
+31%
Risks
2
3
4
2020 performance
+12
percentage
points
Risks
5
Source: Google Analytics
Source: Rightmove
Definition
Total time measured in billions of minutes spent on
Rightmove platforms during the year
Strategic link
The place consumers turn to first and engage with most
Definition
Based on the number of employee respondents selecting
‘Yes’ as a response to the question ‘Rightmove is a great
place to work’ in the annual employee survey
Strategic link
Build great teams with a culture to innovate
Risks relevant to our KPIs (read more on pages 23 to 26)
1 Macroeconomic environment
4 Cyber security and IT systems
2 Competitive environment
5 Securing and retaining the right talent
3 New or disruptive technologies and changing
consumer behaviours
16 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Traffic (time on site measured in billions of minutes)10.411.412.413.414.415.416.412.312.115.911.111.72019202020162017201820192020201620172018Employee engagement “Rightmove is a great place to work”02040608010091%81%93%90%95%Number of advertisers12,00013,00014,00015,00016,00017,00018,00019,00020,00021,00019,19720,1212019202020162017201820,45419,80920,427Average revenue per advertiser £’s0200400600800100012001,0057781,08884292220192020201620172018 Strategic report | Financial key performance indicators
We use the metrics set out below to track our financial performance.
2020 performance
-29%
Risks
1 2 3 4 5
2020 performance
-37%
Risks
1 2 3 4 5
Source: Rightmove
Source: Rightmove
Revenue decreased by 29% year on year to £205.7m
(2019: £289.3m) due to the significant discounts
offered to customers
Operating profit decreased by 37% to £135.2m (2019: £213.7m)
with operating margin at 66% (2019: 74%)
2020 performance
-36%
Risks
1 2 3 4 5
2020 performance
-80%
Risks
1 2 3 4 5
Source: Rightmove
Source: Rightmove
Basic EPS fell by 36% to 12.6p (2019:19.6p)
During the year free cash flow was returned to shareholders in the
form of share buybacks and dividends with cash returns totalling
£30.1m (2019: £148.8m)
The lower cash returns to shareholders reflects the measures taken
to preserve cash flow in March 2020 when the share buyback
programme and dividends were paused
1 Macroeconomic environment
4 Cyber security and IT systems
2 Competitive environment
5 Securing and retaining the right talent
3 New or disruptive technologies and changing
consumer behaviours
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 17
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS050100150200250300243.3267.8289.3205.7220.0Revenue £m 20192020201620172018Basic EPS (pence per ordinary share)101214161820222019202020162017201817.819.612.613.815.7050100150200250198.6135.1213.7161.6178.320192020201620172018Operating profit £m Cash returned to shareholders £m0459013518020192020201620172018131.3140.4148.830.1168.5 Strategic report | Financial review
Rightmove delivered a robust financial
performance in this challenging year whilst
offering unprecedented financial support
to the industry through significant
subscription discounts.
Alison Dolan
Chief Financial Officer
Revenue
Agency
New Homes
Other
Total revenue
Membership
2020
£m
141.6
40.7
23.4
2019
£m Change
209.3
55.5
24.5
(32)%
(27)%
(4)%
205.7
289.3
(29)%
2020
2019
Change
Agency branches
New Homes developments
15,922
3,275
16,347
3,462
Total membership at year end
19,197
19,809
(3)%
(5)%
(3)%
The significant discounts we provided to support customers
during the spring and summer, when government measures to
control the spread of Covid-19 temporarily closed the property
market, meant that revenue fell by 29% to £205.7m (2019:
£289.3m). We provided a 75% discount on invoice values to
both Agency and New Homes customers between April and
July, and further discount to Agency customers in August and
September (60% and 40% respectively). We also provided
selective discounts across other business units. The revenue
impact of the combined discounts was £88.9m. It was partially
offset by £5.3m of additional revenues, from revenue growth
during both Q1 and Q4, as well as the benefit of a full year of
Van Mildert revenues.
Agency revenue fell by £67.7m year on year to £141.6m
(2019: £209.3m). The financial impact of the discount to
Agency customers (£69.6m) was partially offset by higher
underlying revenues of £1.9m, mostly from the full year benefit
of Van Mildert revenues as well as additional one-off product
sales during Q1 and Q4. Full-year average monthly revenue
per branch (ARPA)(1) fell to £730 (2019: £1,035) as a result of
the discounts. Agency customer numbers declined by 3%,
ending 2020 at 15,922 (2019: 16,347), as many single, low-
stock branches closed or mothballed their businesses.
New Homes revenue fell by £14.8m to £40.7m (2019: £55.5m)
also largely discount-driven, which for New Homes customers
amounted to £15.2m, and meant that full-year ARPA(2) fell by
£340 to £1,003 (2019: £1,343). This was partially offset by
increased revenues of £0.4m in the first quarter. The vast
majority of New Homes customers maintained their
Rightmove subscription throughout the year, but
development numbers themselves ended the year down
5% on December 2019, as the buoyant market saw the
demand for developments outstripping the construction
of new developments.
ARPA for the month of December 2020 was £1,103 and up 2%
on the same month for December 2019 (Dec 2019: £1,083).
Other revenue, which includes Overseas, Commercial, Data
Services and Third-Party advertising services, fell by £1.1m to
£23.4m (2019: £24.5m). Discounts totalling £4.1m were given
to Overseas and Commercial customers between April and
August. This was mostly offset by growth in Third-Party
advertising revenues (£2.6m) and in Data Services (£0.3m),
where increased H2 market activity drove Surveyor
Comparable Tool volumes and data analytics spend.
An underlying increase in Commercial revenues of £1.2m,
which reflected a 12% increase in the number of portfolio
customers, also helped to mitigate the impact of the discount,
but underlying Overseas revenues fell by £1.1m, as viewings of
overseas properties were limited due to travel restrictions.
18 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Revenue by segment (%)
Revenue (£m)
11
20
69
289.3
(88.9)
350
300
250
200
150
100
50
0
13.6
3.9
205.7
(12.2)
Agency
New Homes
Other
2019
Discount
ARPA
Customers
Other
revenue
2020
Revenue by segment (%)
11
20
69
Agency
New Homes
Other
Administration costs
Administration costs decreased by 7% (£5.0m) to £70.6m
(2019: £75.6m), due to a reduction in operating costs of £1.4m
to £68.2m (2019: £69.6m) and a reduction in the share-based
payments charge of £3.6m to £2.4m (2019: £6.0m).
The usual level of annual operating cost growth was not seen
during 2020 and operating cost savings of £1.4m were made.
These reflect one-off Covid-driven savings of £4.6m from
salary savings, staff-related expenses and marketing savings,
which were partially offset by £3.2m of cost increases from the
inclusion of a full year of Van Mildert costs, the full year impact
of amortisation of the customer relationships intangible asset
and investment in technology.
The lower share-based payments charge of £3.6m primarily
reflects the 2020 results, which led to a downward revision in
the assumptions for the EPS performance criteria for some
awards, reducing their estimated fair value and the related
income statement charge.
Operating profit
Revenue
Admin costs
Operating profit
Operating margin
2020
£m
205.7
(70.6)
2019
£m
Change
£m
Change
%
289.3
(75.6)
(83.6)
5.0
(29)%
7%
135.1
213.7
(78.6)
(37)%
66%
74%
Operating profit decreased by £78.6m to £135.1m
(2019: £213.7m), with a resulting operating profit margin
of 66% (2019: 74%).
Taxation and tax strategy
The consolidated effective tax rate for the year ended
31 December 2020 was 18.5% (2019: 19.0%), slightly below
the UK enacted tax rate of 19.0% due to credits received in
relation to research and development expenditure.
Revenue (£m)
350
300
289.3
Tax highlights 2019 to 2020
250
200
150
0
2
0
2
100
£135.1m
50
0
£213.6m
9
1
0
2
13.6
3.9
205.7
(12.2)
(88.9)
£25.0m
18.5%
2019
Discount
ARPA
Customers
Other
revenue
2020
£40.5m
19.0%
Profit before tax
Income tax expense
Effective tax rate
All tax matters are managed to ensure that the right amount
of tax is paid and collected at the right time, in line with all
applicable tax laws. In March, as part of the steps taken to
preserve liquidity in the face of uncertainty, we elected to defer
VAT payments due between 20 March 2020 and 30 June 2020
until 31 March 2021. However, all taxes due were repaid in
October 2020 and there are no overdue taxes at the year end.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 19
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Financial review continued
As in prior years, the total amount of UK taxes paid and
collected by the Group is significantly more than the
corporation tax paid on UK profits. Rightmove’s total tax
contribution to the UK Exchequer in 2020 was £96.3m
(2019: £106.8m). Of this, £50.2m (2019: £43.3m) related
to taxes borne by the Group, while the remaining £46.1m
(2019: £63.5m) was collected in respect of payroll taxes and
VAT. The decrease in the total tax contribution against prior
year is primarily due to lower operating profits as a result of the
significant Covid-19 discounts offered, which impacted both
VAT and corporation tax.
Taxes borne (%)
Taxes collected (%)
1
0
9
24
Balance sheet
Summary consolidated statement of financial position
Property, plant and equipment
Intangible assets
Deferred tax asset
Trade and other receivables
Contract assets
Income tax receivable
Cash and money market deposits
Trade and other payables
Contract liabilities
Lease liabilities
Deferred tax liability
Provisions
Income tax payable
2020
£m
2019
£m
Change
£m
13.9
22.1
2.8
23.5
0.3
1.2
96.7
(18.9)
(1.6)
(12.3)
(0.9)
(3.6)
–
123.1
12.8
21.9
2.7
24.0
0.4
–
36.3
(19.5)
(2.1)
(12.2)
(0.9)
(3.2)
(18.9)
41.3
1.1
0.2
0.1
(0.5)
(0.1)
1.2
60.4
0.6
0.5
(0.1)
–
(0.4)
18.9
81.8
90
76
Net assets
Corporation
tax
Business
rates
Employment
taxes
Stamp duty
and other
VAT
Employment
taxes
Earnings per share (EPS)
Basic EPS decreased by 36% to 12.60p (2019: 19.57p),
reflecting the reduction in year on year profit, offset by the
benefit of the share buyback programme in place at the start
of the year which reduced the weighted average number of
ordinary shares in issue to 871.2m (2019: 884.4m).
Rightmove’s balance sheet at 31 December 2020 shows total
equity of £123.1m (2019: £41.3m).
The year on year increase of £81.8m reflects both the higher
year-end cash balance, after actions were taken to preserve
liquidity, together with the reduction in income tax payable,
due to the full payment of the 2020 tax liability within the year
(which reflects changes in HMRC requirements to align tax
payments to the year that profit is generated).
Trade receivables returned to usual levels, following the
reduction at half year due to the impact of revenue discounts,
and there has been no noticeable change in the level of bad
debt. Debtor days are slightly higher, which reflects the
continuing support given to some customers to extend
payment terms while their pipeline of sales awaits completion.
Trade and other payables reduced due to timing of accruals.
Trade payments are being made in the same timely manner
as 2019.
20 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Cash flow and liquidity
Rightmove remained debt-free during 2020 and cash
generation remained strong, albeit the return of free cash to
shareholders through share buy backs and dividends was
paused in order to preserve liquidity and to strengthen our
balance sheet during the Covid-19 pandemic. Predictable cash
flows reflect the subscription nature of the business, coupled
with low working capital requirements.
Shareholder returns
The Board recognises the importance of the dividend to our
shareholders. The decisions taken by the Board during 2020,
to cancel the proposed final dividend payment of 4.4p per
share (£38.5m in total) for the year ended 31 December 2019
and not to declare an interim dividend at the 2020 half year
when discounts to customers were being extended, were
made in order to protect the Group’s liquidity.
The closing Group cash and money market deposit balance at
the end of the year was £96.7m (2019: £36.3m). Surplus cash
was invested primarily in short-term, easily accessible money
market deposits, reflecting the general economic uncertainty
and the Group’s rationale for increasing retained available cash.
Cash generated from operating activities(3) declined 36%
to £141.5m (2019: £221.7m), again reflecting customer
discounts, and operating cash conversion remained in
excess of 100%.
The Group bought back and cancelled 5.0m ordinary shares
(2019: 3.6m shares) during the year, at a cost of £30.3m
(2019: £88.6m) as part of its ongoing share buyback
programme. On 14 March, we announced our intention to
pause the share buyback programme and cancel dividend
payments (2019: £60.2m) to conserve cash and strengthen
our balance sheet.
Tax payments were higher at £45.0m (2019: £37.3m),
reflecting the payment of the full 2020 tax liability, in line
with revised Corporation Tax regulations, in addition to
the remaining two quarters of the 2019 tax liability.
Capital expenditure in the year was £3.5m (2019: £0.8m),
comprising computer hardware and software purchases.
Proceeds of £0.7m (2019: £0.9m) were received on the
exercise of share-based incentives and £0.8m (2019: £2.1m)
was applied to purchase shares to fund Rightmove employee
share plans.
Whilst we will continue to hold a higher level of cash to protect
against any further market volatility, our longer-term capital
allocation policy remains unchanged, and the Board remains
committed to returning substantially all free cash flows to
shareholders through a combination of a progressive dividend
policy and a share buyback programme. Therefore, the
Directors are recommending a final dividend of 4.5p per
ordinary share which, subject to shareholder approval, will
be paid on 28 May 2021 to all shareholders on the register
at 30 April 2021. In addition, the share buyback programme
will resume in March 2021.
Alison Dolan
Chief Financial Officer
26 February 2021
(1) Agency ARPA is calculated as revenue from Agency advertisers in a given month
divided by the total number of advertisers during the month, measured as a
monthly average over the year
(2) New Homes ARPA is calculated as revenue from New Homes developers in a given
month divided by the total number of developers during the month, measured as a
monthly average over the year
(3) Cash generated from operating activities of £141.5m (2019: £221.7m)
compared to operating profit as reported in the income statement of £135.1m
(2019: £213.7m).
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 21
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Risk management
Approach to risk management and risk appetite
The Board has overall responsibility for determining the nature
and extent of the risk it is willing to take and for ensuring that
risks are effectively managed across the Group. The Group
operates a cautious attitude to risk and its risk appetite is low.
Risks are assessed based on their potential impact(s) and are
classified as either critical, severe, moderate or minor.
Critical impacts must not happen, regardless of the effort
and investment required or the impact on company culture.
The other risk categories require varying levels of investment
to manage. Where risks have a relatively minor impact, minimal
investment is required. The open culture which is embedded
throughout Rightmove is such that objective views are made
when assessing risks and internal controls, dialogue is
encouraged, and decisions are not made until risks have
been appropriately considered.
In determining its appetite for specific risks, the Board is guided
by three key principles:
1. Any risks should be aligned to the Group’s core purpose and
values, strategy and financial objectives;
2. Risks should only be accepted where appropriate business
reward is achievable on the basis of objective evidence;
3. Risks can be actively controlled and monitored through the
appropriate allocation of management and other resources.
Risks are all captured and documented in a Risk Register, which
includes an action against each risk and identifies a specific
owner for each risk. During 2020, the CFO was ultimately
responsible for maintaining this register, with input from
senior management. The register then formed the basis for
monitoring risks and ongoing risk discussions between the
Rightmove’s three lines of defence model
Board and senior management. The Board reviewed and
approved the Risk Register at both the February 2020 and
July 2020 Board meetings, with a particular focus on the
principal risks identified and any new or emerging risks; which
included Covid-19 risks and the on-going strengthening of
Van Mildert’s internal controls and compliance.
Risk management is reinforced by the Group’s continuous
process to design and embed strong internal controls across
the business as it grows, particularly in relation to other
business areas. The Group’s internal control framework is
aligned to a ’three lines of defence’ model. Operational
management is the organisation’s first line of defence, given
its primary responsibility for the direct management of risk and
ensuring that appropriate mitigating controls are in place and
that they are operating effectively. The second line is formed
by the Group’s internal oversight and compliance functions
such as finance, treasury, legal and compliance. The third line
incorporates both internal and external audit reporting to the
Audit Committee.
The Audit Committee receives and analyses regular reports
from management and the outsourced internal audit function
on matters relating to risk and control and reviews the
timeliness and effectiveness of corrective action taken by
management. The Audit Committee on behalf of the Board
also considers the findings and recommendations of the
external auditor throughout the year in relation to the design
and implementation of effective financial controls. Further
detail of these activities is included within the Audit
Committee report.
Senior Management Team
Board & Audit Committee
First Line of Defence
Second Line of Defence
Third Line of Defence
• Management & Process Controls
• Owned and managed by business
operational managers responsible
for each area
• Corporate Risk Management
Framework; Risk Register & Risk
Appetite; Monitoring and Redesign
of Controls Effectiveness
• Compliance monitoring of controls
• Advisory & Monitoring to First Line
of Defence
• Financial Controls
• Internal and External Audit providing
independent assurance of previous
two
22 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Strategic report | Principal risks and uncertainties
A description of the principal risks and uncertainties faced by the
Group in 2020, together with the potential impact and monitoring
and mitigating activities is set out in the table overleaf.
Covid-19
The Covid-19 pandemic and measures taken to contain it
have had an unprecedented impact on the UK economy.
Management took immediate action in March 2020 to
mitigate the impact of the pandemic on the Group, its
employees, customers and other stakeholders. These
measures included:
• Invoking business continuity procedures which enabled the
entire organisation to work remotely, for the safety of our
employees and in accordance with Government guidelines.
The transition to remote working has had no significant
impact on business performance and can continue for as
long as is required.
• Providing financial support to our customers in response to
the significant reduction in activity in the property market.
We provided a subscription-discount of 75% of the invoice
value for 4 months from April to July for our Agency and
New Homes customers and selected support across other
business units. The support was then extended with a 60%
discount in August and 40% in September for Agency
customers, with different arrangements in Wales and Scotland
where the property market opened later than in England.
• Continuing to innovate whilst activity in the property
market was severely restricted. To ensure that we
maximised our value to agents and help them work as
effectively as possible, we delivered new features on the
Rightmove platforms such as highlighting properties
where online viewings were available, giving agents the
ability to auto-deliver video content in response to a
Rightmove lead, running webinars for estate agencies
and providing bespoke local data to help agents make
decisions during lockdown.
• Saving salary costs through the Board and Group’s Senior
Leadership team taking a voluntary 20% reduction in salary
from 1 April to 31 July, as well as one-third of customer-
facing employees taking furlough at 90% of their usual
salary from April to July; albeit that the Group repaid the
furlough grant in September 2020 following the increase
in activity after the property market reopened.
• Preserving cash flow through the cancellation of the
previously proposed 2019 final dividend (£38.5m),
suspension of the share buyback programme from
14 March, and deferral of indirect taxation (VAT) payments
of £12.1m. The VAT was repaid in October 2020, once the
property market reopened.
• Ensuring liquidity by confirming the company was eligible
to access the Government’s Covid Corporate Financing
Facility (CCFF) and extending the Group’s £10.0m
committed revolving loan facility for 12 months to
7 February 2022. Neither the CCFF nor loan facility
were utilised.
The measures that the Government has taken, and
continues to take, in order to contain the pandemic could
increase the macroeconomic risk to the business (Risk 1).
The continued incidence of Covid-19 increases the risk
of being unable to secure the right talent in the business
(Risk 5) due to the increased risk of employee absence
due to illness.
We recognise that the Group is exposed to risks wider than
those listed, however we have disclosed those that we
believe are likely to have the greatest impact on the Group’s
ability to deliver its strategic objectives and those that have
been the subject of discussion at recent Board and Audit
Committee meetings.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 23
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Key risk and description
Impact
Changes in the year
Monitoring and mitigation
Change
from
prior year
1 Macroeconomic
environment
The Group derives almost
all its revenues from the
UK and is therefore
dependent on the
macroeconomic
conditions surrounding the
UK housing market and
consumer confidence
which impacts on property
transaction levels.
2 Competitive environment
The Group operates in a
competitive marketplace
with attractive margins
and low barriers to entry.
This may result in
increased competition
from existing competitors
or new entrants targeting
the Group’s primary
revenue markets.
Substantially fewer housing
transactions than the
norm may lead to a
reduction or consolidation
in the number of Agency
branches or a reduction in
the number of New Home
developments advertised,
both of which are a major
determinant of the Group’s
revenue.
A more uncertain macro
and political environment
may also lead to a
lengthening of the typical
property transaction cycle,
resulting in cash flow
issues for smaller agents
with lower stock levels.
In addition, a contraction in
the volume of transactions
in the UK housing market
could lead to a reduction in
advertisers’ marketing
budgets which could
reduce the demand for
the Group’s property
advertising products.
Increased competition may
impact Rightmove’s ability
to grow revenue due to the
potential loss of:
• audience;
• advertisers; and
• demand for additional
advertising products.
Housing transactions in 2020
were down 10.9% year on year
versus 2019 ending the year
at 1.0m(1).
Overall membership numbers
were down 3% since
December 2019, reflecting a
3% reduction in Agency
branches and a 5% reduction
in New Homes developments.
ARPA was down £310 year on
year to £778(2), reflecting the
discounts given to customers
during Q2 and Q3.
The Covid-19 pandemic
has created considerable
uncertainty in the UK
economy, during the year
and for 2021, albeit that the
property market has
benefitted from the stamp
duty holiday which is in place
until March 2021.
Monitoring of housing
market including leading
indicators and membership
trends.
Continuing to provide
the most significant and
effective exposure for
customers’ brands
and properties.
Remain the largest source
of high-quality leads, offer
value-adding products and
packages and help drive
operational efficiencies for
our customers; thereby
embedding the value of
our membership.
Maintaining a flexible cost
base that can respond to
changing conditions.
Market share of the top four
property portals has seen a
1.3% increase to 87.8%(3) with
Rightmove retaining the
largest and most engaged
audience of any UK property
portal.
Communication of
Rightmove’s value to
advertisers.
Continued investment in
our account management
teams to help customers
run their businesses more
efficiently.
Sustained marketing
investment in the
Rightmove brand.
Sustained investment and
innovation in serving all of
our audiences.
Small increase in risk
Risk unchanged
(1) Source: HMRC transactions for the UK as published in January 2021.
(2) Revenue from Agency and New Home advertisers in a given month divided
by the total number of advertisers during the month, measured as a monthly
average over the year.
(3) Source: comScore December 2020
24 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Key risk and description
Impact
Changes in the year
Monitoring and mitigation
Change
from
prior year
3 New or disruptive
technologies and
changing consumer
behaviours
Rightmove operates in a
fast-moving online
marketplace. Failure to
innovate or adopt new
technologies or failure to
adapt to changing
customer business
models and evolving
consumer behaviour may
impact the Group’s ability
to offer the best products
and services to its
advertisers and the best
consumer experience.
4 Cyber security and IT
systems
The Group has a high
dependency on
technology and internal
IT systems.
In today’s digital world
there are increased risks
associated with external
cyber-attacks which could
result in the inability to
operate our platforms.
A security breach such as
corruption or loss of key
data may disrupt the
efficiency and functioning
of the Group’s day to day
operations.
Failing to innovate may
impact Rightmove’s ability
to grow revenue due to the
potential loss of:
• audience engagement;
• advertisers; and
• demand for additional
advertising products.
Following the changes in the
Product Development team
during 2019/20 we have
improved our cycle time (time
it takes to develop and release
a change to production) by
20% year on year, increasing
our capacity to innovate
In the lettings market we have
continued to enhance the
Viewings Manager and
development of our tenant
services offering.
Any loss of website
availability, or theft or
misuse of data held within
the Group’s databases and
IT systems, could result in
reputational damage to the
Group as a result of loss of
consumer and customer
confidence in the
Rightmove brand; and
financial loss arising from
potential penalties and
fines.
We transitioned to having all
staff working remotely without
compromising our security
posture or productivity.
Commenced a major network
refresh project to segment our
corporate environment;
making it more resilient to
attack and invested heavily in
our incident response
capabilities.
We have continued to develop
our capabilities in responding
to security incidents.
Continual improvements to
our platforms.
Developing our product
proposition to continue
meeting our customers’
needs and evolving
business models.
Large in-house technology
team with culture of
innovation.
Ongoing monitoring of
consumer behaviour and
annual ‘Hackathons’ which
allow employees to spend
time during work hours to
develop their own online
property related ideas.
Regular contact with the
start-up and prop-tech
communities to stay
abreast of market
innovations.
Disaster Recovery and
Business Continuity Plans
subject to regular testing
and review.
Use of three data centres to
load- balance and ensure
optimal performance and
business continuity
capability.
Regular testing of the
security of the IT systems
and platforms including
penetration testing.
Ongoing investment in
security systems.
Ongoing monitoring of
external threats.
Regular internal information
security training and
‘spearphishing’ tests.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 25
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Principal risks and uncertainties continued
Key risk and description
Impact
Changes in the year
Monitoring and mitigation
Change
from
prior year
5 Securing and retaining
the right talent
Our continued success is
dependent on our ability
to attract, recruit, retain
and motivate our highly
skilled workforce.
The inability to recruit and
retain talented people
could impact our ability to
maintain our financial
performance and deliver
growth.
When key staff leave or
retire, there is a risk that
knowledge or competitive
advantage is lost.
The Nomination Committee
continued its focus on Board
succession, with the
appointment of a new CFO.
Non-Executive Directors
continued their employee
engagement activities.
Following a restructure,
recruitment has been
continuing in the
Technology Team.
There has been significant
investment in ensuring
employees remain safe, well
connected and productive
during the pandemic and
that the Rightmove culture
is retained.
Employee sentiment increased
with our ‘great place to work’
score increasing to 93%.
Ongoing succession
planning and development
of future leaders.
Payment of competitive
reward, including a blend of
short and long-term
incentives for senior
management
The ability for all employees
to participate in the success
of the Group through the
SIP and SAYE schemes.
Regular staff
communication and
engagement.
Maintaining the culture of
the Group, which generates
significant staff loyalty.
26 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Strategic report | Withdrawal from the EU
Following the UK’s departure from the European Union on
31 January 2020, the UK and EU agreed the terms of future
trading agreements on 24 December 2020.
The Board has assessed the impact on Rightmove of the
withdrawal from the EU in relation to the broader housing
market, transaction levels and our customer base. In particular,
the Directors considered the following:
• The Rightmove business is largely subscription-based and is
therefore less susceptible to short-term shocks or variations
in the property market or wider economy;
• Around two-thirds of our Agency customers also provide
lettings services, which may mitigate the impact on their
businesses of a downturn in the property market;
• A reduction in housing market activity increases the
propensity for advertisers to evaluate their marketing spend
both offline and on other portals and we remain confident in
the strength of the Rightmove value proposition;
• Rightmove is a UK-domiciled business with very little
interaction with non-UK customers or suppliers; we
purchased less than £1.2m in supplies from EU based
suppliers in 2020 and less than £0.9m in licence costs
in USD;
• None of our employees will lose the right to stay in the UK;
we currently employ 18 EU nationals; and
• Our balance sheet philosophy of maintaining a simple debt-
free position means that we have no debt-refinancing or
interest-related Brexit risks.
The Directors believe that the above factors, combined with
the Group’s strong market position, relationships with its
customers and the value embedded in its membership
proposition, mean that the agreed terms for the withdrawal
from the EU are likely to have a minimal impact on both the
Group’s cost base and its day-to-day operations.
Strategic report | Going concern and viability statement
Based on the going concern assessment discussed in note 1
of the financial statements, the Directors have a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the 12 months from the
date of approval of the financial statements. For this reason,
they continue to adopt the going concern basis in preparing
the financial statements.
In accordance with provision 31 of the UK Corporate
Governance Code 2018, the Directors have assessed the
long-term viability of the Group, taking into account the
Group’s current position and the potential impact of the
principal risks and uncertainties set out on pages 23 to 26.
Based upon the robust assessment of the principal risks facing
the Group, including those that would threaten its business
model, future performance, solvency or liquidity, the Directors
have a reasonable expectation that the Group and the
Company will be able to continue in operation and meet
its liabilities as they fall due over the three-year period to
31 December 2023.
basis using a bottom up model. The plan makes certain
assumptions about Agency and New Homes customer
numbers, ARPA growth and other revenue streams and
considers the Group’s cost base, profitability, cash flows
and dividend cover over the three–year period.
The strategic plan has been subject to robust downside
stress testing which involved flexing a number of the main
assumptions underlying the plan to assess the impact of
severe but plausible scenarios. Analysis was performed to
evaluate the potential financial impact over the period of the
Group’s principal risks actually occurring, including the impact
of possible further UK Covid-19 lockdowns during 2021.
Specific scenarios that have been modelled include downside
scenarios in relation to the key drivers of revenue being
customer numbers, ARPA and extraordinary short term
Covid-19 discounts, together with the impact of plausible
combinations of these scenarios. In all plausible scenarios
tested, the Group remained cash positive over the
three-year period.
The Directors have determined that a three-year period to
31 December 2023 constitutes an appropriate period over
which to provide its viability statement, as the Group operates
within an online digital marketplace, and projections looking
out further than three years become significantly less
meaningful in the context of the fast-moving nature of the
market. Three years is also the period considered under the
Group’s current strategic business plan. This plan is reviewed
by the Board and is developed on a segment-by-segment
Other facts that provide the Directors with comfort around the
Group’s long term viability in the face of adverse economic or
competitive conditions include that the Group is not overly
reliant on a concentrated customer base, with no single
customer constituting more than 2.5% of Group revenue;
and, the Group has high margins, significant free cash flow
generation and an ability to adjust the discretionary dividend
and share buyback programme to enhance liquidity, which
was evidenced during 2020.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 27
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Working with our stakeholders
Here we explain how Rightmove’s Directors have fulfilled their duty
to promote the success of the Company and considered the
interests of Rightmove’s key stakeholders when making decisions.
Rightmove has a clear purpose, which is to make home moving
easier in the UK by bringing together the UK’s largest audience of
home hunters and the largest selection of available properties.
Our ambition is to be the place that consumers and customers
turn to as their property portal of choice, and to deliver that
objective, Rightmove needs to be a business in which people want
to work, invest and with which people want to partner.
The Board and Senior Leadership Team, supported by all
Rightmove employees, operates first on a values-based,
sustainable approach to strategic, financial and operational
decision-making. Doing the right thing for our stakeholders and
balancing all their interests is central to everything we do, and
aligned to the requirements and expectations of stakeholder
engagement under Section 172 of the Companies Act (the Act).
Our long-term business success relies on delivering an effective,
innovative and sustainable service to our customers and
consumers through our talented and committed employees and
close working relationships with suppliers, providing long-term
benefits to the wider UK property market and to our shareholders.
Shareholders
We have long-standing relationships with our largest shareholders; many
have owned Rightmove shares since the Company’s flotation in 2006.
Currently our Top 10 shareholders own over 53% of shares in issue, with a
geographic split of 51% held in the UK, 37% held in North America and
12% in the Rest of the World. Rightmove’s shareholders own the
Company and expect to earn a return on their investment.
Strategy
Engagement
Our strategy is one of
sustainable, long-term growth
and shareholder returns through
successful delivery of our
business strategy.
Our policy is to return all excess
free cash to our shareholders.
We are committed to maintaining
constructive dialogue with
shareholders and have actively
engaged with them through online
results presentations, question
and answer sessions, investor calls
and online meetings. The range of
topics covered have included
business performance, ESG policy
and corporate governance.
Our Chair and Executive Directors
maintain an “open door” policy for
current and potential investors to
meet online, or in person if
possible, beyond the regular
results calendar. Our Investor
Relations team has provided
information to investors and
arranged calls and meetings with
management all year.
28 | RIGHTMOVE PLC | ANNUAL REPORT 2020
It is essential to Rightmove’s success that we do not take the
network effect for granted and remain committed to innovating
our platforms to provide the best consumer property-search
experience and the best tools and service to our customers.
We have the opportunity to further reduce the carbon footprint of
our customers and home hunters, and improve our own operating
efficiency. In 2020, the Board approved new targets under our
Environmental, Social and Governance (ESG) strategy to deliver
greater benefits to our stakeholders and wider society, focusing
on the long term sustainability of Rightmove’s business.
The events of 2020 required our Board to make some difficult
decisions and to react quickly to market conditions, balance
the interests of our stakeholders and remain focused on our
long-term objectives. The Board met more frequently and
engaged with stakeholders to react, recover and reinvent the
way we do business.
Rightmove’s key stakeholder groups are our shareholders,
customers, consumers, employees and regulators. Here we
explain how the Board engages with and manages our
relationship with our key stakeholders by describing some
of the Board and Committee decisions made in 2020.
Board decisions
The Board considers the interests of all shareholders when making
decisions which may affect them and acts fairly as between members
of the Company.
• The Board responded to the coronavirus pandemic and closure
of the UK property market in March by focusing on liquidity and
supporting Rightmove’s customers, taking the difficult decision
to cancel the 2019 final dividend.
• It remains the Company’s capital management policy to return all
excess free cash to shareholders and we are pleased to confirm the
resumption of our share buyback programme in March and declare the
payment of a final dividend for 2020 of 4.5p per share in May 2021.
• The Board took the precautionary measures of applying for access
to the Government’s Covid Corporate Financing Facility (CCFF) and
extending the Group’s committed revolving loan facility with Barclays
Bank plc for 12 months. No CCFF commercial paper was issued and
no amounts drawn under the loan facility.
• The Remuneration Committee Chair contacted shareholders to
explain the application of our Remuneration Policy in 2020 and
proposals for the 2021 bonus and performance share plan targets
(see the Directors’ Remuneration Report).
• The Nomination Committee reviewed the Board and business
succession plan, recommended the appointment of our new CFO,
and the Board Chair invited our major shareholders to introductory
meetings to discuss a range of topics.
• The Board discussed and approved an ESG strategy, including an
environmental reporting and governance framework aligned to
TCFD, and has subscribed to the Science Based Targets initiative
and the UK’s net zero emissions objective. These decisions have
been influenced by shareholder feedback on investors’ ESG policies
and their desire to invest in sustainable businesses (see the
Environmental, Social and Governance Report).
Customers
Our customers are principally estate agents and new home developers
who advertise properties for sale or to rent on Rightmove platforms.
Board decisions
Strategy
Engagement
Our strategy is to provide our
customers with the best
platforms to promote their
services and support them with
innovative products, market
intelligence tools and training to
achieve their business
objectives.
We actively seek to understand
and respond to our customers’
business requirements by
engaging regularly with them
through our account
management and customer
experience teams, webinars and
training.
In response to the coronavirus pandemic, the Board:
• agreed to support our customers with heavily discounted fees over a
six month period, with the highest discount of 75% for four months,
coinciding with the first lockdown and property market closure
• approved an extension of the discount strategy after four months,
constantly monitoring feedback on customer economics and
sentiment
• approved the launch and roll out of our online viewings service, to
help customers to promote properties and manage leads effectively
during restricted and busy periods.
The strategic plan and product development roadmap was approved
by the Board in the year and provides for:
• further investment in people and technology for our customer
support and management teams
• development of customer tools and products to optimise agents’
and developers’ market reach and efficiency, including the roll out
of the appointment booking system, Viewings Manager, for lettings
agents
• more investment in customer support, training and compliance with
a dedicated team, and increased frequency of webinars available via
the Hub.
Consumers
Our consumers are home hunters, home sellers and researchers who
spent 15.9 billion minutes on Rightmove platforms in 2020.
Board decisions
Strategy
Engagement
Our strategy is to provide the
largest and best quality online
marketplace for property buyers,
home sellers and landlords
together with market intelligence
and research tools and advice to
help make home moving easier.
We engaged with consumers
directly through our consumer
newsletter and webinars. Our
consumer support and marketing
teams responded to consumer
enquiries, acting on feedback and
concerns about property
advertisements, data protection
and staying safe online. Our
Product Development team
responded to consumer feedback
about the functionality and design
of our platforms, which informed
enhancements to our mobile and
desktop search functionality and
property details pages.
The Board approved our response to the Coronavirus pandemic:
• using our platforms to provide consumer updates and advice on
home moving during periods of lockdown and restrictions affecting
the property markets in England, Scotland and Wales
• providing Rightmove’s property data to inform Government
statistics and publishing factual data to counter negative
commentary on the property market and support home movers
and sellers as the property market recovered.
The Board approved the business and strategic plans, which provide
for continued investment in:
• consumer tools and services, including Viewings Manager, enhanced
sold price search functionality, new property alerts, affordability
tools, environmental information and improvements in our IOS
and android Apps
• cyber security, fraud prevention and data protection to help keep
our users safe online
• automating our data quality processes, ensuring the accuracy of
property data advertised on Rightmove
• product development to improve property search and information
available on our platforms and enable the consumer experience to
be more intuitive and tailored to individual requirements
The Board and Audit Committee received regular updates on cyber
security and data protection and approved extra investment in
resources to ensure consumer data privacy and security continue
to be prioritised as the external environment changes.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 29
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Working with our stakeholders continued
Employees
Rightmove directly employs around 560 people across the UK, based
out of offices in London, Milton Keynes and Newcastle. Rightmove’s
long-term success depends on the shared commitment, talent, skills
and values of its employees.
Strategy
Engagement
Our strategy is to make
Rightmove a great place to work
through an open, collaborative
culture, based on the belief that
we are all in it together. Rightmove
aims to be a supportive and
inclusive employer with a diverse
workforce.
Directors received feedback from
our teams via online events and
communications, including
regular Town Hall webinars,
question and answer sessions,
Board presentations and
employee surveys (see the
Environmental, Social and
Governance Report).
Suppliers
Rightmove works closely with our larger suppliers. Principally in relation to
the provision of technology, marketing, recruitment and professional
services. Rightmove aims to build strong relationships with suppliers so it
can successfully deliver projects whilst maximising cost efficiencies and
enhancing outcomes.
Strategy
Engagement
Our strategy is to select suppliers
who meet our ethical standards,
can deliver excellent service, pay
them promptly and work closely to
ensure close alignment of interests.
We engage with suppliers before
entering into agreements, regularly
throughout the contract period and
on renewal.
Regulators and industry bodies
Rightmove is regulated by the Information Commissioner’s Office for data
protection and the FCA for some credit referencing and rent guarantee
insurance services. We work with professional property organisations
including The Property Ombudsman and Propertymark to support our
customers in meeting all relevant regulations and codes of best practice.
Strategy
Engagement
Our strategy is to work with our
regulators and professional bodies
to meet the Group’s regulatory
responsibilities and help our
customers comply with their
responsibilities to ensure our
platforms offer a safe and
transparent market for consumers.
We engage with regulators and
professional bodies through
regulatory reporting and direct
consultation on emerging trends,
new legislation and best practice
solutions for our customers and
consumers.
30 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Board decisions
In response to the Coronavirus pandemic:
• around one third of Group employees were placed on furlough for up to
four months at 90% of uncapped salary – the Board subsequently
approved repayment of the Coronavirus Job Retention Scheme grant
which had covered 80% of their full salary
• the entire Board and the Group’s Senior Leadership Team took a
voluntary 20% reduction in salary in recognition of the impact of
Covid-19 on our stakeholders
• a full employee-support package was agreed, including online crisis
management training and support for team leaders, tailored webinars
on topics such as home schooling and mental well-being and additional
practical support, such as an extra ten days’ paid leave for those with
caring responsibilities.
The Board also agreed:
• the extension of employee share plans: SIP free shares and Sharesave
grant of options, and pension benefits to Van Mildert employees
• an enhanced ESG strategy, which took employee preferences into
account in the selection of charities and community support focusing
on local issues, diversity and inclusion
• the Nomination Committee’s recommendation of action plans to
improve diversity in the succession pipeline and continue to address
Rightmove’s gender pay gap.
Board decisions
• The Audit Committee has approved a new risk and compliance
framework, which will oversee the supplier risk management
framework agreed in 2019 to ensure a consistent and compliant
procurement policy in relation to key areas of spend or risk.
The Board endorsed the Payment Practices Report and the prompt
payment of suppliers, with no payment delays arising directly from
the Coronavirus pandemic.
Board decisions
• The Board approved the 2020 Business Plan, with continued
significant investment in people and systems focused on cyber
security, fraud prevention and data protection.
• The Audit Committee approved a new risk management framework,
including the appointment of a Legal and Compliance Director, and
formation of a new Risk Committee with responsibility for
monitoring operational risks and reviewing the effectiveness of
controls (see the Risk Management section of the Strategic Report).
• The Board reviewed the Group’s cyber security and incident
response plans, including enhanced controls introduced to secure
our platforms, internal business systems and protect personal data.
Strategic report | Environmental, social and governance report
Rightmove is committed to being a responsible corporate member of society and our priority during the pandemic has
been to protect our people, support our customers and stakeholders and continue to protect the environment around us.
We believe that this approach supports Rightmove’s long term success.
In 2020, the Board reviewed and approved Rightmove’s
new ESG strategy, which embodies two primary aims:
• To continue to make our business better and more
sustainable, by securing our platforms, minimising our
environmental impact and ensuring meaningful diversity
in the workforce and strong governance
• To make a difference beyond the direct operation of our
business, through the reach of our platforms and contribution
to wider society.
These aims are reflected in each of the following key areas
for our business:
Continue to improve our operation and incorporate the
ESG agenda into everything we do
• We are using a number of frameworks to build a strong
environmental and social programme for the business.
Although the environmental footprint of our business is already
relatively light, the Science Based Targets initiative (SBTi) –
which we joined during 2020 – will guide the science behind our
emissions-reduction targets; we have committed Rightmove
to a 1.5C emissions-reduction agenda and are working with the
scientists behind the SBTi to set emissions-reduction targets
across scopes 1 and 2 that are consistent with keeping global
warming to 1.5C above pre-industrial levels.
• The Sustainability Accounting Standards Board principles of
ESG risk management and the FTSE4Good framework are a
helpful way of laying out an agenda for companies such as
ours, which are categorised as Internet Media & Services
businesses, to be acting responsibly, and we have used the
framework they set out for such businesses, which focuses
primarily on the environmental impact of data centres with
respect to power and water consumption and on the
emissions generated by mobile sales staff.
• We will commence reporting under the Taskforce for
Climate-Related Financial Disclosure (TCFD) at the end of
2021 and will aim to develop our disclosures in line with its
recommendations.
• We are also working with BEIS and the UK Government’s
Net Zero Champion to support their Net Zero agenda and to
explore how we can help to promote a culture of emissions
awareness and reduction in the UK using our unrivalled
platform. We have also committed to a longer-term target to
reach net-zero emissions by no later than 2050 ourselves.
The environment We will work both to reduce
Rightmove’s carbon footprint and to offset all carbon
emissions (Scope 1, 2 and 3), to maintain our status as a
carbon neutral organisation.
Our employees We will work with our employees to
continue to provide an open and inclusive workplace,
with a focus on well-being to ensure we have a great
place to work.
Our marketplace (customers and consumers)
We will continue to innovate to provide our customers and
consumers with secure, accessible platforms, efficiency
tools and a digital service that uses fewer resources.
Wider society We will maintain and extend our
corporate sponsorship and charitable support to
benefit our local communities and the UK.
Making a difference beyond our direct operation
As much of our environmental approach is already compatible
with these environmental aims, we are also choosing to place
as much emphasis on the ‘do more good’ agenda and on being
an overall ‘system-positive’ business as we already do on
ensuring ESG compliance and risk management. In this social
context, we will focus on the UN’s Sustainability Goals which
cover Equality & Opportunity and Housing & Climate Action.
We have identified areas where we can improve Rightmove’s
environmental impact and set targets, including energy
consumption, waste disposal and water consumption, which
will be reassessed during 2021 to ensure alignment with the
SBTi. Key objectives and targets have also been agreed for
Rightmove’s social and governance agenda, including
employee welfare, diversity and inclusion, anti-corruption, and
tax transparency measures. Specific Environmental, Social and
Governance targets can be found under the relevant section
of this report, and our progress against each target will be
detailed in future Annual Reports.
FTSE4Good Index
Created by the global index provider FTSE
Russell, the FTSE4Good Index Series is
designed to measure the performance of
companies demonstrating strong ESG
practices. The FTSE4Good indices are used
by a wide variety of market participants to
create and assess responsible investment
funds and other products.
We are pleased to confirm that, having
been independently assessed under the
FTSE4Good criteria, Rightmove has satisfied
the requirements of a constituent and is a
member of the FTSE4Good Index Series.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 31
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environmental, social and governance report continued
UN Sustainable Development Goals
The UN Sustainable Development Goals (SDGs) aim to end
poverty, protect the planet and ensure prosperity for all. We
have identified the goals which have most relevance to our
business and will ensure that we make a positive contribution
to these areas in the UK, which is the home of our business.
Sustainable
Development Goal
4 Quality Education
5 Gender Equality
8 Decent Work and
Economic Growth
11 Sustainable Cities
and Communities
12 Responsible
Consumption and
Production
13 Climate Action
Playing our part
We believe it is important to offer
opportunity and education for people
who do not have those opportunities
through no fault of their own. We
believe in a fair and inclusive working
environment and that gender and
ethnic equality are important in all
areas of our business.
Our purpose is to make home moving
easier in the UK. We believe that we
can help drive the UK’s ‘net zero’
agenda by continuing to digitise
home moving in the UK and helping
consumers understand their options
around making homes in the UK
more energy efficient.
Further details of our initiatives and actions to achieve these
goals can be found on the following pages.
32 | RIGHTMOVE PLC | ANNUAL REPORT 2020
ENVIRONMENTAL
Making a difference
to our environment
Rightmove’s purpose is to make home moving in the UK
easier and in doing so, we will innovate to help our consumers
and customers use technology to save time and resources,
reducing their own environmental impact and carbon
footprint. Our ability to reach the largest UK property market
audience and professionals, gives Rightmove an opportunity
to contribute to the reduction of the UK’s carbon footprint, as
well as to focus on our own operation and our own emissions.
Rightmove’s Environmental Goals are as follows:
Environmental Goals
Target
Action
Be carbon neutral
Achieved in 2019.
Reduce the carbon
footprint of the data
centres by 10%
within the next
3 years
25% of company
cars to be ultra-low
emission by 2022,
75% by 2025, 100%
by 2028
Reduce office carbon
emissions by 10% in
3 years
Between 2016-2019 we reduced CO2
by 40% in absolute terms and CO2/
employee by 47% and are working
with our data centre providers to
identify a greener energy strategy. We
are significantly investing in a hyper-
converged infrastructure to halve our
rack space and consume less energy.
Through a new matched contribution
scheme where Rightmove pays to offer
more ULEV options to staff, we are on
target to achieve less than 25% ULEV
by 2022. We are also currently exploring
the installation of dedicated charging
points at our Milton Keynes office.
2016-2019 we have reduced CO2 by
54% in absolute terms and CO2/
employee by 60%.
Our Milton Keynes office uses 100%
renewable energy. Our London landlord
will be moving to a green energy
supplier during 2021.
Reduce water
consumption by 10%
in the next 3 years
We are working with our data centre
providers and office water providers
to reduce water consumption.
Increase waste
recycling to 50% by
2022
Our current recycling rate is 44%, and
we are working with our recycling
partner to increase that to 50%.
Reduce unnecessary
travel
All staff (office based and mobile) now
work from home at least 40% of the week.
Rightmove is Carbon Neutral
We are pleased to report that Rightmove has maintained its
position as a carbon neutral business for 2020.
The table below summarises the Group’s GHG emissions for
the latest financial reporting year: 2020.
Scope
Activity
Tonnes CO2e
kWh
Our sustainability and carbon management consultant, Carbon
Footprint, identified a number of suitable carbon off-setting
initiatives for Rightmove to support and we have funded a UK
tree planting scheme at Pierrepont Farm in Surrey which is
managed by the Countryside Restoration Trust and a tree
planting project in the Amazon to help combat deforestation.
The cost for offsetting our carbon footprint for 2020 of 515
tCO2e greenhouse gasses was £4,892 (2019: £7,743 to offset
815 tCO2e greenhouse gasses). The Board has agreed to
offset an additional 10% of greenhouse gases for 2020 to
acknowledge the estimated cost of homeworking and business
travel. Rightmove has been a carbon neutral Company since
2019, and we are committed to the continued reduction and
annual off-setting of all the Group’s greenhouse gas emissions
in future.
Energy and Greenhouse Gas Report
Rightmove has appointed Carbon Footprint, a leading carbon
and energy management company, to independently assess
its Greenhouse Gas (GHG) emissions in accordance with the
UK Government’s ‘Environmental Reporting Guidelines:
Including Streamlined Energy and Carbon Reporting Guidance’.
The GHG emissions have been assessed following the ISO
14064-1:2018 standard and has used the 2020 emission
conversion factors published by the Department for
Environment, Food and Rural Affairs (Defra) and the
Department for Business, Energy & Industrial Strategy
(BEIS). The assessment follows the location-based
approach for assessing Scope 2 emissions from electricity
usage. The financial control approach has been used.
Scope 1(1)
Company car travel
Scope 2
Electricity generation
Scope 3(2)
Outsourced data centres
Scope 1 & 2 Total tonnes of CO2e
Tonnes of CO2e per employee(3)
Tonnes of CO2e per £million turnover(4)
Total Energy Consumption (kWh)(5)
Scope 1, 2 & 3 Total tonnes of CO2e
Tonnes of CO2e per employee(3)
Tonnes of CO2e per £million turnover(4)
Scope 1, 2 & 3 Total Energy
Consumption (kWh)(5)
214.45
118.72
181.48
333.17
0.59
1.62
514.65
0.90
2.50
1,406,226
2,123,010
(1) Van Mildert has no Scope 1 emissions.
(2) Scope 3 emissions include Transmission and Distribution.
(3) Based on 558 employees taken as the average number of employees in the Group
throughout the year.
(4) Based on turnover of £205.7m for 2020.
(5) Total Energy Consumption includes UK Electricity and Company Owned Vehicles as
required for SECR.
Energy efficiency
In recent years our London office has had a complete refit and
has been ungraded to LED lighting. In 2020 we also started a
project to upgrade the lighting in our Milton Keynes office to
energy efficient LED lighting, which will be completed in 2021.
As mentioned below, we continue to promote the use of public
transport between our offices and the use of virtual meetings
to reduce energy usage and have included ultra-low emission
cars as an option for those individuals entitled to a company car.
We continue to encourage all of our employees to maintain an
awareness of energy usage both in the offices and when home
working, for example powering down laptops, monitors and
printers when they are not in use.
We will continue to review all possible energy efficiency
improvement measures and report on our progress in future
Annual Reports.
Emissions intensity metric
Emissions have also been calculated using an ‘intensity metric’,
which will enable the Group to monitor how well we are
controlling emissions on an annual basis, independent of
fluctuations in the levels of their activity. In respect of Scope 1
and 2 our use of energy is driven by our people and therefore
the most suitable metric is ‘Emissions per Employee’, based on
the average number of employees during the year.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 33
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environmental, social and governance report continued
Emissions Intensity (Tonnes of CO2e per employee)
Emissions Intensity (Tonnes of CO2e per employee)
Total Electricity Consumed (Scope 2 & 3) MwH
Total Electricity Consumed (Scope 2 & 3) MwH
3
2
1
0
3
2
1
0
2000
2000
1500
1500
1000
1000
500
500
0
0
2016
2016
2017
2017
2018
2018
2019
2019
2020
2020
2016
2016
2017
2017
2018
2018
2019
2019
2020
2020
Emissions per employee have also decreased by 40%, mainly
due to lower electricity use in our offices and to travel
restrictions, which significantly reduced the number of face-
to-face meetings with our customers and suppliers.
We have been committed to reducing our carbon emissions
for many years and the table above shows our progress.
Between 2016 and 2020 our emissions intensity ratio,
calculated as Scope 1, 2 & 3 emissions normalised per
employee (tCO2e) has decreased from 2.4 to 0.9.
Our overall emissions are down 37% year on year, which is
largely attributable to the impact of Covid-19, resulting in
reduced travel, office closures during lockdown and
significantly reduced attendance at our offices during the year.
In addition, we have been more efficient in the use of energy in
our offices and outsourced data centres. Whilst we expect
energy use to increase again in 2021 as travel and working
arrangements return to normal levels, our targets are to
reduce these emissions below 2019 levels.
Energy consumption
Our electricity consumption has been gradually reducing over
recent years, as illustrated in the following bar chart. From 2016
to 2020, our electricity consumption has decreased by 19%.
The decrease in energy consumed in 2020 was largely due to
the impact of Covid-19, described above. As an operator of an
online property portal, we are aware that a key environmental
impact of our business is from the power used by our data
centres. To manage and reduce this impact, our policy is to
purchase hardware with the best computational performance
which uses the least electrical power required to provide our
digital platforms for customers and consumers.
34 | RIGHTMOVE PLC | ANNUAL REPORT 2020
The total electricity consumption for 2020, for Scope 2
Electricity and Scope 3 Outsourced data centres, was
1,226 MwH.
Renewable energy
In 2020 we reviewed the energy supply agreements for which
we are directly responsible and are pleased to report that the
energy supplied to our Milton Keynes office is now from
renewable resources. In addition, two of our data centres also
use renewable energy and the landlord of our London office will
be sourcing a renewable energy contract during 2021, when
the current supply contract is renewed. We will continue to
work with the landlord of our Newcastle office and our third
data centre provider to encourage the use of green energy
on renewal of contracts.
68% of electricity consumed by the Group in 2020 was from
renewable sources.
Business travel
We encourage our employees to use public transport rather
than driving between our office locations in London, Milton
Keynes and Newcastle. We have invested in significant
improvements in our online meeting technology since 2019,
which has reduced the impact of working across three office
locations and has enabled us to continue meeting and
operating seamlessly during the recent Covid-19 restrictions.
We continue to encourage participation in our Cycle to Work
scheme for local commuting, provide bike storage and shower
facilities at our offices and have many keen cyclists.
Company cars
Employees entitled to a company car can select plug-in hybrid
electric cars as an alternative to petrol or diesel engines and we
have seen a small rise in employees selecting this option. To
incentivise take up, Rightmove is allowing company car drivers
to order the more expensive plug-in hybrid cars, up to £150
above the existing monthly rental threshold and sharing 50%
of the increased cost. For the majority of drivers this
represents a financial saving due to the lower personal Benefit
In Kind tax liability for most plug-in hybrid vehicles. We aim to
achieve a car fleet composed of 25% ultra-low emission
vehicles by 2022; 75% by 2025 and 100% by 2028.
The table below shows our company cars by type as at
31 December 2020.
Type
Diesel
Petrol
Hybrid (ultra-low emission)
Percentage of Fleet
68
13
19
Our fuel card provider, Allstar, has continued to partner with
Forest Carbon to capture the CO2 emissions from our fleet of
company cars and turn them into new UK woodlands.
A review in 2019 by our sustainability and carbon management
consultant, Carbon Footprint, identified previously unreported,
non-mandatory carbon emissions, including public transport,
used by our employees. Due to the travel restrictions in 2020,
these will now be included in 2021.
Waste management
As a digital business, we work in a near paperless environment
and encourage all our customers, business partners and
suppliers to use online records and reduce printing, especially
emails. Wherever possible, we have replaced paper-based
services and communications with online alternatives,
including e-communications for shareholders, consumers and
customers, management information, marketing reports and
product documentation, which are all available online.
We do, however, produce waste through the supplies that are
delivered to and used at our offices, and the consumables that
our employees bring to each office location.
During 2020, we generated 11.5 tonnes of waste across our
two largest office sites, of which 44% was recycled.
Location
London
Milton Keynes
Waste in
tonnes
Percentage
recycled
5.8
5.7
41%
46%
Our Milton Keynes and Newcastle offices are located in
managed offices with communal waste collections. The waste
figures for Milton Keynes are our best estimate, based on the
proportion of the site occupied by Rightmove. The data
required to estimate the weight of waste generated at our
Newcastle office is not available from our landlord, however,
it has been confirmed that, by volume, around half the waste
collected is recycled.
The overall waste figures for 2020 are lower than normal as
our offices have been closed or had reduced occupancy
during the pandemic.
We are conscious of playing our part in tackling climate change
and continue to encourage our employees to minimise their
use of resources, including paper and plastic and to recycle
materials wherever possible.
Water management
Our water usage is derived from the three offices that we
occupy in Milton Keynes, London and Newcastle. Each of these
offices is part of a managed site and the water consumption for
both our London and Newcastle offices, as with waste, are best
estimates based on our proportionate occupation of the site.
Our total water consumption during 2020 was 1,523 cubic
meters.
To further support the UK’s overall emissions-reduction
agenda, we continue to make a significant contribution:
Energy efficiency – digitising home moving
Our most significant environmental contribution continues to
be the way we have changed the way home movers search for
property. Our platforms optimise the information available to
home-hunters, giving our customers the ability to advertise
high quality photographs, floor plans and property particulars
on screen which are available instantly, reducing unnecessary
travel to visit unsuitable properties and estate agents’ offices.
Our alignment to the SDGs can be shown through our
continued support and development of innovative new tools
which have helped the property market to function during the
lockdown this year, while adhering to the social distancing
guidelines and minimising unnecessary travel and contact.
During 2020, we invested in and developed a new video viewing
platform which enabled our customers to securely deliver
online viewing videos to home hunters, in line with government
advice. This service was adopted by many agents and we
anticipate it will continue to grow in the future, reducing the
number of in-person viewings and travel emissions. In total
over 50,000 videos have been delivered via email which our
customers believe has been invaluable to home hunters,
particularly during periods of restricted movement and
contact. This tool also offers reporting and functionality to
make the process of responding to home hunter enquiries
faster and more efficient for our agency customers.
Other developments have included new and improved
property details pages and search criteria, and services such as
straightforward online tenant referencing and insurance to help
both our customers and tenants to be more efficient through
the home moving process. We have recently introduced a new
way for tenants to book appointments to view properties using
Viewings Manager, which allows both agents and tenants to
digitally agree on a time that mutually suits them. This will
provide significant savings in time and a reduction in wasted
journeys for tenants and letting agents.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 35
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• Employee Survey: ensure that 90% or more of employees
agree that Rightmove is a great place to work (this target is
also directly linked to our Executive Directors’ remuneration)
• Remain a Living Wage Employer
• Support and encourage STEM initiatives
• Support communities and individuals through increased
charitable giving and matched funding
Rightmove’s culture and values
At the heart of everything we do is Rightmove’s open,
innovative and supportive culture, which reflects the values of
our Board and Senior Leadership Team. Our culture has been
shaped by our values, the Rightmove ‘hows’, which support
our fast-paced, customer-oriented business and benefit
Rightmove and the wider communities in which we operate.
In 2020, we continued to integrate Van Mildert into the
Rightmove Group and to equalise employee benefits for all
Group employees. Whilst we have made good progress, some
benefits alignment will be implemented in 2021 and therefore
references in this report to Rightmove include Van Mildert,
unless otherwise stated; references to the Board are to the
board of Directors of Rightmove plc.
The Hows
Do the right thing for consumers and customers
Build great teams because Rightmove is people
Be curious and go out of your way to understand
Share honestly, early and often
Take responsibility and make things that matter happen
Make complex things as simple as possible
Drive improvement, we can always be better
Dare to do, be bold. Don’t be afraid of mistakes
you can learn from
Be approachable and appreciate what others do
Enjoy the journey, be part of it
According to the UK Committee for Climate Change, UK
homes have a critical role to play in meeting the twin climate
change goals of reducing emissions and adapting to current
and future climates. Rightmove plans to continue our drive for
innovation and information provision to make the process of
home moving both easier and more efficient, to work with
government to help to inform users of our sites about green
options in relation to their homes and in doing so to conserve
resources and have a positive impact on climate change.
Energy Performance Certificates
Energy Performance Certificates (EPCs) provide home
movers with information about a property’s energy use,
typical energy costs and recommendations about how to
reduce energy use and save money. An EPC gives a property
an energy efficiency rating from A (most efficient) to G (least
efficient) and is valid for ten years.
Rightmove will help consumers to better understand energy-
efficient ratings and how to increase the energy efficiency of
their homes by enhancing the content of our platforms to:
• highlight EPC ratings to consumers and support consumers
with search criteria based on environmental factors;
• provide consumer content on options for improving EPC
ratings and obtaining government grants; and
• continue to work with lenders to highlight the increased value
of energy-efficient homes.
All our innovations help to reduce the carbon footprint
generated by prospective home buyers and estate agents, by
reducing the reliance on travel and printed marketing materials
and property details.
SOCIAL
Our social activities will have a positive impact on many of
our stakeholders. Here we explain our work with our
employees, our customers and consumers and the wider
community. We have set ambitious goals, but are already
well on our way to achieving many within the next 3 years.
Our Social Goals:
We are committed to driving diversity, inclusion and equality
and ensuring that Rightmove’s platforms are safe and
accessible
• Progress towards an employee ethnic mix in proportion to
UK ethnicity
• Reduce the gender pay gap year-on-year until parity is
reached
• All employees to receive mental health support and training
by 2021
36 | RIGHTMOVE PLC | ANNUAL REPORT 2020
A great place to work
Our people bring talent, energy and experience to the business
and are vital to Rightmove’s success. Making Rightmove a
great place to work is a management objective and recognises
that our employees are our most valuable asset.
Covid-19 response
The transfer to full time working from home for large parts of
2020 brought with it new health and well-being challenges,
augmented for many of our employees by the additional
pressure of home schooling or caring for relatives. We have
supported our people through flexible working patterns and
additional practical support. For all employees, including those
on furlough, we provided a series of Covid-19 tailored webinars
on topics such as home schooling and mental well-being, an
extra ten days’ paid leave for 2020 for those with caring
responsibilities and flexibility to carry over more holiday into
2021 for employees who have not been able to get away.
To ensure that our managers were confident and fully prepared
to help their teams through the pressures of 2020, each of our
managers undertook a six hour development programme
entitled ‘How to lead through a crisis’.
In response to the closure of the property market in March, a total
of 150 of our employees were furloughed between April and July
2020. Furlough payments were topped up to 90% of uncapped
salary and during this period the Senior Leadership Team,
including both executive and non-executive directors, took a
20% pay reduction. The Coronavirus Job Retention Scheme
grant, which covered 80% of the salary of furloughed employees,
was subsequently repaid, as detailed later in this report.
A key focus during 2020 has been to maintain connections
between teams, which are so important to Rightmove’s
culture. We achieved this through regular business updates,
including Company-wide ‘Town Hall’ webinars, initially on a
weekly basis and then fortnightly, which continue to be well
attended. Daily team meetings also took place across the
business to focus on work activities, objectives and the well-
being of individuals working from home.
During lockdown, all employees were able to work from home
seamlessly and we delivered office chairs, keyboards and
monitors to those individuals who needed that equipment for
an effective home working environment. Following the first
lockdown, to ensure a safe return to the work environment,
Covid risk assessments were completed for our Milton Keynes,
Newcastle and London offices before a phased return to the
office was implemented. A risk assessment and review of
guidelines for our field-based account managers visiting
agents’ offices was also completed. The assessments
were undertaken by a Chartered Safety practitioner, with
all recommendations put in place and adhered to.
Living Wage
Rightmove Group was accredited as a
Living Wage employer from January 2020.
All Rightmove employees have historically
been paid in excess of the Real Living
Wage and, following a thorough review in
2019 we took action to ensure that all of
our contractors who regularly work from
our offices are paid the living wage.
Diversity, inclusion and equal opportunities
Rightmove’s continued success relies on people having a wide
range of experience and skills to bring different perspectives
and promote innovation and constructive challenge.
Rightmove’s large consumer audience of home-hunters
and wide variety of customers expect excellent service from
Rightmove and our platforms; we need an equally wide variety
of skills and personal perspectives to meet that demand and
create value for our stakeholders.
Rightmove is an equal opportunities employer and is
committed to giving fair and equal treatment to all employees
and job applicants in terms of recruitment, pay conditions,
promotions, training and all employment matters. Fair and
equal treatment will be given regardless of an individual’s race,
age, gender, ethnic background, religion or beliefs, gender
reassignment, sexual orientation, marital or civil partnership
status, or disabilities. Our recruitment and selection processes
focus on selecting the best candidate for each role. We will also
not discriminate against individuals who are part of a trade
union. Rightmove is committed to creating an inclusive
working environment where everyone matters and can be
heard, where each individual can thrive and bring their unique
contribution to the business.
The Board continues to focus on succession planning and
developing diversity and potential within the Senior Leadership
Team. Our policy is to recruit and promote individuals on merit,
based on the skills and experience required for each role, with
an objective of achieving as near gender-parity as possible on
the Board and in the wider workforce.
Employees with disabilities
Rightmove is committed to its policy of giving full and fair
consideration to people with disabilities for all vacancies.
We continue to support and retain employees who become
disabled during their employment with us.
Ethnic Diversity
In line with the Parker Review recommendation for all FTSE 100
Boards to have at least one director from an ethnically diverse
background by 2021, we are pleased to confirm that
Rightmove is ahead of this target with three out of eight
(37%) Directors from ethnically diverse backgrounds as at
31 December 2020. In 2021, we will be analysing our employee
data to measure our progress in creating a more ethnically-
diverse workforce and pipeline for senior roles in the business.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 37
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Gender Diversity
As at 31 December 2020, female employees made up 40%
(2019: 39%) of the Rightmove leadership team(1). The Board is
keen to strengthen and maintain female representation in
senior roles and Rightmove has been a contributor to the
Hampton-Alexander Review, an initiative which aims to
increase female leadership within the FTSE 350.
seen an improvement but not as significant as those reported.
Including all employees, our mean pay gap has decreased by
5.2% and our median by 4.7%. We have continued to take actions
towards closing our pay gap as part of our longer-term action
plan, which is having a positive impact. Our full report can be
found on the Company’s website at plc.rightmove.co.uk and we
will continue to report on an annual basis.
Our commitment to gender equality starts from our leadership
team and we are proud that, as a listed company, 50% of the
Board consists of female Directors, with equal representation
at an Executive Director level, making our Board amongst the
best-balanced in the FTSE 100. This, combined with our strong
female leadership team representation, resulted in Rightmove
being placed sixth in the 2020 Hampton-Alexander FTSE 100
Women Leaders table.
Rightmove employees are paid equally for working in the same
jobs and we are pleased to report that men and women are
almost equally represented in our wider workforce. The main
contributor to Rightmove’s gender pay gap is the mix in the
highest and lowest quartile salaries. Women are still less well
represented in the higher paid senior management and
technology teams and men are under-represented in the
customer experience teams.
A breakdown by gender of the number of Directors and
employees as at 31 December 2020 by various classifications
as required by the Companies Act is set out below:
Below is our gender pay gap as at April 2020 and some of the
actions on which we continue to focus our efforts to improve
our gender balance going forward.
Directors
Hampton-Alexander(1)
Difference between male and female pay
4
4
19
28
Female (50%)
Male (50%)
Female (40%)
Male (60%)
Senior Leadership Team(2)
All Rightmove Employees
18
27
283
265
Female (40%)
Male (60%)
Female (48%)
Male (52%)
(1) The Hampton-Alexander cohort comprises members of the Executive
Committee and their direct reports.
(2) The Senior Leadership Team comprises the Hampton-Alexander cohort,
excluding the Executive Directors.
Gender pay
Rightmove has published its gender pay gap report for
Rightmove employees, based on data as at April 2020, and
we have seen an improvement in both our mean and median
gender pay gap. Our mean pay gap has decreased by 7.2%
and our median pay gap by 8.1% year-on-year. A third of our
employees were excluded from the 2020 pay gap calculations as
they were either on furlough or had waived an element of pay.
The underlying mean and median gender pay gap numbers have
38 | RIGHTMOVE PLC | ANNUAL REPORT 2020
2020
2019
Mean Median
Mean Median
Difference in hourly rate of pay(1)
20.4% 29.6% 27.6% 37.7%
Difference in bonus pay(2)
36.0% 59.1% 76.9% 54.5%
(1) Calculated using Rightmove Group Limited pay data from April 2020.
(2) Calculated using 12 months of Rightmove Group Limited bonus pay data to 5 April
2020. Both our mean and median bonus pay gap continues to be influenced by
gender, with more men participating in bonus schemes than women.
We work hard to create an environment where men and
women have the opportunity to build careers throughout the
business and believe that our open, collaborative culture is key
to that objective. We are committed to a number of actions to
balance our teams in a fair and transparent way, including:
• Continuous review of all job specifications to ensure our hiring
and interview processes have universal appeal and allow for
fair progression for all, to ensure we attract and nurture talent
• Maintain bias free selection and promotion processes
• To continue in our commitment to close the mean and
median pay gap
• To challenge our understanding of what drives the gender
pay gap across team functions
• Remain focused on addressing the under representation of
women in technology and senior positions by continuing to
promote and support technology careers for women and
other less represented groups
• Offer a range of family-friendly and agile working policies
to both men and women and adjust these as we need to
support a change in transforming habitual working habits
• To continue as participants in the 30% Club cross company
mentoring programme. This supports our aim to bring more
talent diversity into senior manager roles.
• Participation in the Mission Include which is a cross company
mentoring programme. This supports our aim to support
more diversity of talent across all roles.
Recruitment and retention
Recruiting people with the right skills, capability and experience
to build our business and embrace the ‘hows’ is essential to
Rightmove’s business. The market for individuals with technology
and customer-centric skills is highly competitive. We are strongly
focused on maintaining a happy, supportive working environment
and providing a comprehensive range of benefits to attract and
retain the best people. In 2020, despite the considerable
challenges faced by our teams, we were delighted that 93% of
employees responding to the annual ‘Have Your Say’ survey
think that Rightmove is a great place to work.
People development and training
We have set out to ensure that development and training
should be accessible to all of our employees and therefore
we invest in extensive training and leadership programmes,
designed to equip employees with all the necessary skills to
provide exceptional service to our customers and consumers.
All new Rightmove employees are introduced to the business
and our customers by attending two ‘How Rightmove fits
together’ courses based at our Milton Keynes and London
offices and an off-site, residential induction course to reinforce
Rightmove’s culture and values. Our residential induction
course had to be suspended in line with Covid restrictions in
2020 and will resume as soon as it is safe to do so.
We recognise that our employees have different learning styles
and we tailor training opportunities to individual requirements
in both technical and non-technical skills. Our training
programmes include workshops, on-the-job training,
attendance at conferences, coaching and mentoring, online
learning and professional qualifications. We aim to ensure
that employees are provided with access to at least as much
developmental training as they are with mandatory training.
In 2020, total hours of mandatory training were 20% more
than those of developmental training.
During the year and in response to the Coronavirus pandemic,
every individual with line management responsibility attended
a workshop on ‘How to lead through a crisis’. This course
consisted of two three-hour online sessions with a
professional trainer to guide managers, and provided valuable
insights into how to cope with new pressures personally and
identify and support any team members who may be
struggling with the challenges of remote working or
increased workloads.
As part of our commitment to a diverse and thoughtful culture,
we hosted a series of ‘Mentoring Circles’ for Rightmove
employees in 2019 with external keynote speakers who
provided stimulus for insightful discussion. Speakers came
from a variety of sports and business backgrounds, and
covered topics including resilience, wellbeing, creativity and
innovation. In 2020 we continued this theme with online
webinars providing employees with specialist advice on a range
of subjects relating to the challenges of working, or being
furloughed, during the Coronavirus pandemic.
Every employee is required to complete annual training and
awareness about fraud prevention, anti-bribery, the corporate
criminal offence of facilitating tax evasion, data protection and
information security. This training is designed to ensure that
employees remain up-to-date and alert to unethical practices
and potential risks to our consumers or customers.
Our Van Mildert teams also undertake on-going FCA
regulatory and business specific training related to their
work as a Financial Services provider.
Training hours
In 2020, Rightmove provided each employee with an average
of 8 hours of training. In total 2,472 hours of mandatory training
were delivered, primarily covering data protection, information
security and FCA compliance, and at least 2,180 hours of
developmental training, including customer experience and
sales training. The development training hours provided in
2020 were lower than in previous years due to the impact of
the pandemic, however alternative online employee support
and engagement webinars have taken their place, including the
weekly and now fortnightly Town Halls (which are not included
in the table below). The majority of the training was provided
in-house by expert-led trainers. The annual cost of training in
2020 was £158,000 including all external trainer and platform
costs but excluding our own trainers’ employment costs.
In addition to technical and mandatory training we provide
sponsorship for professional qualifications and access to
continuing professional development for our finance, legal
and compliance and technical teams.
Summary of training provided in 2020
Average hours of training per employee
Percentage of employees who received training
Total number of training hours provided to employees
Number of mandatory training hours
Number of technical development training hours
Average training cost per employee
Value
8
100%
4,652
2,472
2,180
£284
For a third year we have participated in the 30% Club, a cross
company mentoring programme to provide mentoring
opportunities to women identified for progression into senior
leadership positions.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 39
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Employee survey
We conduct a ‘Have your Say’ people survey twice a year to
gauge how our employees feel about working for Rightmove.
The survey results are followed up by every manager, supported
by our HR team. We place great importance on the feedback of
our employees, and we are proud of the fact that our ‘Great
Place to Work’ score has risen to 93% from 81% in 2019.
We place particular importance on the factors which create
positive employee sentiment, and are pleased that they remain
strong:
• 92% of respondents enjoy working in their teams;
• 91% are proud to tell people that they work at Rightmove;
• 88% have a great deal of faith in the people leading Rightmove;
• 85% would recommend working at Rightmove to other people;
• 82% feel motivated to deliver in their roles; and
• 80% are happy with Rightmove’s values and principles.
An employee satisfaction target will again help to determine
executive management’s bonus in 2021, demonstrating the
importance of our people and employee engagement to the
continuing success of Rightmove.
Employee benefits
Whilst we believe that being a great place to work helps us to
retain the best talent, we also offer a comprehensive range of
competitive benefits to our employees; our Van Mildert team
will be fully aligned with Rightmove benefits in 2021.
Pensions
Rightmove provides a group stakeholder pension plan, under
which Rightmove employees can contribute 3% or more of
their salary and Rightmove contributes 6%. This benefit will be
extended to Van Mildert employees in 2021. The opt-out rates
for the Rightmove pension are low, with 94% of employees
currently members of the pension plan. Van Mildert employees
have been able to opt into a NEST pension scheme with a 76%
take up rate.
Employee share schemes
We want our employees to benefit directly from their
contribution to Rightmove’s success. We offer two all-
employee share plans, enabling employees to share in the
growth of the Group and help align the interests of employees
with those of our shareholders.
Sharesave: Every Group employee can join the Rightmove Save
As You Earn Scheme (Sharesave), which allows employees to
save money from their salary with the option to purchase shares
at a discount after three years. Over 57% of Group employees
currently participate in Sharesave and many have benefitted
from the strong share price growth over recent years.
SIP: Every eligible Group employee received a Free Share
Award of 350 shares under the Share Incentive Plan (SIP) in
December 2020. Over 98% of employees participate in the
40 | RIGHTMOVE PLC | ANNUAL REPORT 2020
SIP and can sell their shares, subject to tax, after three years or
tax free after five years.
Flexible working
The Group supports flexible working arrangements, part-time
working and reduced hours to allow our employees to balance
their home and work commitments. Under the flexible holiday
scheme, Rightmove employees can buy or sell up to five days
(or the part-time equivalent) of holiday each year to suit their
personal circumstances. In addition, in 2020 we provided extra
flexibility for employees to roll over a higher number of holiday
days into 2021, where they have been unable to take annual
leave and we provided up to an additional 10 days paid leave to
support those with caring responsibilities brought about by
Covid-19 lockdown.
Well-being and mental health
We are committed to supporting our employees in all aspects
of their health and well-being and we offer private healthcare
and a complementary cash plan scheme for all Rightmove
employees’ medical needs, which has been extended to
Van Mildert employees in 2020.
As noted above, all line managers participated in ‘How to lead
through a crisis’ training, enabling them to support all of our
employees during 2020. We are also a subscriber to Spill, an
app that provides access to trained and accredited therapists
or counsellors via video or telephone therapy sessions for any
employee who would like emotional support. During the
pandemic we have also provided well-being and parenting
webinars as additional support mechanisms for our people
and we conducted a lockdown survey to ensure all employees
felt supported.
This has been an exceptionally tough year for many people and
for some of our employees, and small gestures of kindness and
engagement have been well received. For World Mental Health
Day, we distributed to each of our employees a small tea and
biscuit package to acknowledge that many of our people have
found themselves under pressure or felt stressed due to
uncertainty and for some, that can have an impact on mental
health. We encouraged all our employees to take some time to
make a hot drink, take a moment for themselves and to reach
out to someone to talk to, if helpful.
Exercise is well known to have a positive influence on mental
health and well-being and employees at our Milton Keynes
location are able to use the on-site gym which is provided by
the business park on which our office is located. In response to
the pandemic, our private healthcare provider Vitality has
provided access for all our employees to online events
including Mindful Mondays, Mental Health Awareness for
Employees, How to Lose Weight workshops, and virtual HIIT
sessions during the year.
Health & Safety
The health and well-being of all of employees and visitors to
our sites is a priority for the business, and during the year we
have ensured that our premises continue to provide a safe
working environment. As mentioned before, a Chartered
Safety Practitioner completed Covid risk assessments for
each of our offices and presented to all employees during a
Town Hall webinar, explaining the Covid risk and safe keeping
measures to take. All guidance given was implemented in our
Covid secure office return and any attendance at the office
during lockdown and the interim return has been authorised
and co-ordinated by our HR team.
Rightmove has a fully compliant Health and Safety Policy and
appropriate insurance for all its employees. Our approach to
the effective management of health and safety is to treat it as
an integral part of business management. The Group’s policy
on health and safety is to provide adequate control of the
health and safety risks arising from work activities. This is
delivered through consultation with, and training of employees,
including fire safety, first aid and work place safety training.
Rightmove also ensures the maintenance of plant and
equipment, safe handling and use of all substances and the
prevention of accidents and causes of ill-health.
We are pleased to report that we have had no fatalities or
serious injuries reported during the year.
Wider workforce engagement
In response to the requirements of the 2018 Corporate
Governance Code (Code), the Board agreed that an alternative,
tailored approach to employee engagement would be
appropriate for Rightmove and our Non-Executive Directors
(NEDs) should be involved in a series of engagement sessions
with Rightmove teams to gain direct feedback from employees.
In 2020, Covid-19 led to the furloughing of a third of our
employees and remote working across the business, and we
were unable to implement scheduled face to face meetings
after the February Board meeting. Directors’ attention turned
to responding to the impact of the pandemic on our customers
and supporting our employees remotely. Employee
engagement has continued throughout the year with weekly
and now fortnightly Town Hall webinars for all employees,
hosted by the Chief Executive and members of the Senior
Leadership Team. The Board receives feedback from the CEO
at each Board meeting on the questions and issues raised at
these meetings, in addition to updates from our HR team.
technology and people to advance our internal systems and
external platforms. The NED engagement programme will
resume in 2021, to include a variety of engagement activities
for our Chair, NEDs and employees.
A trusted marketplace
As described in our Business Model, Rightmove is the UK’s
largest property marketplace, bringing together the UK’s
largest and most engaged property audience with the largest
inventory of properties.
As a leading digital platform, Rightmove strives to provide a
reliable, efficient and fair marketplace for our customers and
consumers. This is embodied in our primary objective and key
value: to do the right thing for customers and consumers.
Every modification to our platforms, every new service or
innovation is rigorously tested to ensure it delivers a valuable
service for our customers whilst protecting consumer data
and providing the most engaging user experience.
Supporting our customers
The Coronavirus pandemic caused the shutdown of the UK
property market during the initial lockdown, putting extreme
pressure on estate and lettings agents. Following extensive
dialogue with many of our customers, Rightmove chose to
offer substantial assistance to support all our Agency, New
Homes, and Commercial customers in the form of a 75%
discount from April to July and reduced discounts in August
and September for Agency, Commercial and Overseas
customers, in the firm belief that this response was also in
the long-term interests of the business and our shareholders.
During the second half of 2020, the property market received a
boost from the Government’s announcement of a stamp duty
holiday and our customers have subsequently seen a marked
upturn in property transactions, with the market remaining
buoyant into 2021.
During this unprecedented period in the property market,
Rightmove has continued to protect both customers and
consumers, providing advice and innovating to make the
process of home moving easier and support the effective
functioning of the property market. More information about
our innovations can be found in the Chief Executive’s Review
and Business Model and the ‘Making a difference to our
Environment’ section above.
The key messages and insights from the Chief Executive’s
updates during the year have supplemented our NED's
understanding of the challenges and opportunities facing
Rightmove and informed some of the Board’s decision-
making, particularly in relation to our customer support and
discount strategy, flexible working and investment in new
Customer and consumer advice and webinars
We hosted close to 100 online events, including Covid-related
webinars for our agents in 2020, which were attended by over
29,000 property professionals from over 5,700 branches and
viewed by a further 17,000 individuals. Attendance at our online
events trebled in 2020.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 41
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Consumer webinars have also taken place and an
accompanying consumer advice hub was launched in 2020,
giving practical tips on home hunting within Government
guidelines. Our weekly consumer email update was read on
average by over 750,000 home hunters every week.
Sponsorship
We continue to support our local community in Milton Keynes
through our support for the local volleyball and both the female
and male ice hockey teams, MK Falcons and MK Thunder, as well
as the MK College football team for the fifth consecutive year.
Unfortunately, the MK Marathon had to take place virtually this
year which saw a reduction in participants, despite this the total
raised by our On the Move team was £14,145. Rightmove will
continue to support this event in 2021, which will be our fourth
and final year of sponsorship.
Matched giving
We also believe in supporting our people when they take action
to raise funds and volunteer for causes that are important to
them. We do this through uncapped, matched funding and will
continue with our programme of matched funding in 2021.
Rightmove employees are also able to donate directly from
their monthly salary to any charity, through the Charities Trust,
which provides a tax efficient means of giving.
STEM (Science, Technology,
Engineering and Mathematics)
A number of our employees working in IT systems and
product development are STEM ambassadors, giving their
time to mentor and support individuals who want to pursue
STEM careers.
Future plans
Rightmove is a rich and varied community already, our people
are united in their commitment to do the right thing for
customers, consumers and each other. We have already made
significant commitments to foster gender and ethnic diversity
in our own business and we now want to increase opportunities
for people disadvantaged by colour or background.
Therefore, in line with our SDG aims, we will be supporting the
following charity in 2021 with both financial support and time:
Generating Genius a charity which has
been working for 15 years to ensure
that talented and able students from
BAME backgrounds are positioned to
excel in STEM careers and whose
mission is ‘To change the world by
supercharging young minds to realise
their potential’.
We look forward to reporting on our involvement with this
charity and others in next year’s report.
Making a difference to
our communities
We are committed to supporting the communities in which we
operate. Both local and national charities are considered
important stakeholders for our business and we continue to
debate and develop how we direct our support to make the
biggest difference. We engage with our local communities on
an ongoing basis through local connections, charitable support
and sponsorship.
Charitable support in 2020
In 2020 we are pleased to report that charitable donations,
including matched funding, totalled £133,000.
We are proud to have supported the following organisations
during 2020.
Campaign Against Living Miserably
(CALM) is leading a movement
against suicide through vital,
lifesaving support, impactful
campaigns and collective action.
Women’s Aid, a charity supporting
women and children affected by
domestic abuse.
NSPCC, a national charity for the
protection of children aiming to
transform society for every
childhood. Rightmove’s donation
was used to fund Childline for two
days at the end of December,
ensuring that children across the UK
had a place to turn to for support.
Harry’s Rainbow, a local Milton
Keynes charity dedicated to
supporting bereaved children. A task
that has been made even harder due
to Covid restrictions.
Our Van Mildert employees organise
a food bank collection for The Trussel
Trust and especially the Newcastle
East End Foodbank. Given the
restrictions due to the pandemic in
2020, both monetary and food
donations were made to the food
bank prior to Christmas 2020.
42 | RIGHTMOVE PLC | ANNUAL REPORT 2020
GOVERNANCE
The Board has overall responsibility for our ESG strategy
and Alison Dolan, our Chief Financial Officer, is the
director leading Rightmove’s ESG programme, with
support from our Senior Leadership Team. The Board
provides clear leadership and will regularly consider the
Group’s strategy and monitor progress against our new
ESG objectives and targets, which will be reviewed
throughout the year. Further details of our governance
framework and policies can be found in the Corporate
Governance Report.
Our Governance Goals:
We are committed to operating in a responsible and ethical
manner with honesty and integrity
• Be tax transparent
• Zero reportable data protection incidents
• Zero tolerance of bribery and corruption, modern slavery or
human rights breaches
Tax transparency
Rightmove is committed to being a responsible taxpayer
acting in a transparent manner at all times.
During the initial lockdown we took the precautionary measure
of accessing the Coronavirus Job Retention Scheme (CRJS).
However, as the business proved to be resilient and returned to
profit in the second half of 2020, we subsequently repaid the
CRJS grant of £750,000. We believe that repaying the CRJS
grant was the right thing to do, which is central to the
Rightmove culture and brand values and supports our
responsibilities to the wider community.
Rightmove’s total tax contribution in 2020 was £96.2m.
Further details on our tax strategy can be found in the
Financial Review.
Our platform security
Rightmove is the largest property portal in the UK, advertising
1,100,000 properties for sale or to rent on behalf of estate
agents and new homes developers, who pay to advertise their
properties across our platforms. We carry out vetting checks
on all Rightmove customers to ensure they can meet all
relevant regulations and best practice standards before we
allow them to advertise on Rightmove.
It is important to our consumer audience and customers that
property adverts displayed on Rightmove are accurate and
genuine. We have upgraded our comprehensive, automatic
detection system to identify any anomalous images or text
uploaded to Rightmove in any property advert. This has
allowed us to work more effectively with our customers to
rectify property listings and remove potentially misleading or
incorrect images and property descriptions. Our dedicated
data quality, data protection and fraud prevention teams
have continued to investigate any anomalous activity and
misleading or inaccurate adverts that are discovered or
reported, helping to prevent fraudulent activity on our
platforms. We subscribe to threat advisory services and
monitor multiple external data sources to ensure we are
proactive in dealing with cyber threats.
Protecting customer and consumer data
Protecting customer and consumer data is of paramount
importance to Rightmove. We have continued to invest heavily
in data security and protection, and our fraud prevention, data
protection and information security teams work vigilantly to
ensure our platforms are safe to use, that the data we process
is secure and that we comply with data protection legislation.
We have reassessed and undertaken internal audits of our
cyber security and consumer data protection provisions and
continue to review and strengthen our policies and processes
in line with legislation and to meet new threats and challenges
facing all online businesses. We have a number of controls in
place across our estate to ensure our services and data are well
protected and work extensively with external specialists to
maintain a strong security posture.
We continued during 2020 to invest significantly in
cybersecurity and data security aligned to our risk appetite.
We perform annual penetration tests and ‘red team’ exercises
to understand our biggest risks. Rightmove’s incident response
team meets frequently to run through potential high risk
scenarios, including major cyber incidents and data loss, testing
our co-ordinated response and identifying any areas requiring
investment or improvement.
As the property market has become even more reliant on
digital platforms, and transactions have increased in the
second half of 2020, we continued to update our dedicated
Safety and Security pages and our customer hub. These tools
are designed to help consumers stay safe online and avoid
fraud when searching for their next home, and to provide
online security and data protection advice to our customers.
Recognising the importance of maintaining a secure supply
chain we have extended our cyber risk assessment activities in
2020 to include more formal due diligence of suppliers and now
have a framework in place to manage and track that work.
We have an internal governance framework for information
security and data protection, which includes various policies
and procedures. Our policies are reviewed and updated
annually and all employees have certified that they have read
and understood the core policies (covering Data Protection,
Breach Reporting, Information Security, Appropriate Use of IT,
and Bring Your Own Device). Additional specialised policies and
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 43
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Environmental, Social and Governance Report continued
standards are required for employees in technical roles. We
also have a Chief Information Security Officer and a security
committee, with representatives from across the organisation,
who meet regularly to ensure our security posture remains
strong and to oversee security initiatives.
Rightmove has two Data Protection Officers (DPOs) and a
Deputy Data Protection Officer, who are responsible for
data privacy, data breach prevention and reporting, policy
compliance, record keeping and data subject rights.
Supporting our DPOs is a dedicated team handling data
protection enquiries from consumers and customers via
DPO@rightmove.co.uk.
Further details on our approach to the risk management
of our Cyber Security and IT systems can be found in the
Principal Risks and Uncertainties section of this Report.
Anti-bribery and corruption
We will not tolerate any form of bribery and corruption within
our business and/or in any dealings with our customers,
suppliers and other third parties who we deal with in the course
of our business. We will not conduct business with any service
provider, customer or supplier which does not meet the
principles of our Anti-Bribery Policy, which can be found on
our website plc.rightmove.co.uk. During 2020 no employees
were disciplined or dismissed due to non-compliance with
the Policy and no fines were levied on the Company.
Human rights
We are committed to supporting human rights through our
compliance with national laws and through our internal policies
which adhere to internationally recognised human rights
principles. Our Code of Conduct and associated policies
require respect and equal and fair treatment of all persons we
come into contact with, in line with our Group values the ‘hows’.
We safeguard our employees through a framework of policies
and statements including: Modern Slavery; Gender Pay; Equal
Opportunities and inclusion policies.
Modern Slavery
Rightmove is committed to preventing slavery and human
trafficking in its business and supply chains. We require
the highest standards of honesty and integrity in all our
business dealings and relationships. We will not tolerate
the mistreatment of people in our employment and,
wherever possible, employed in our supply chain. Our
Modern Slavery Act Statement can be found on our website
plc.rightmove.co.uk. During 2020, no incidents of Modern
Slavery or human rights abuse have been identified.
Whistleblowing
At Rightmove, we follow clear and transparent business
practices and strive to apply high ethical standards in all our
business dealings. We believe this contributes to a fair and
honest marketplace where customers and consumers know
that we can be trusted. Rightmove operates an anonymous,
independent whistleblowing facility available to all Group
employees, supplemented by an internal reporting facility for
employees if they suspect anything inappropriate or experience
any serious misconduct or wrongdoing in our business.
Climate risk management and opportunities
The Board has overall responsibility for risk management
and reviews all financial and operational risks regularly.
The Senior Leadership Team reviews new and emerging
risks and opportunities including environmental risks and
opportunities; going forward this work will be undertaken
by the Group Risk Committee.
As Rightmove is a digital media company, our carbon footprint
and environmental impact is low, and our Business Model is
sustainable in a low-carbon environment. Our environmental
risks are not currently considered sufficiently material to be
listed in our principal risks and uncertainties. However, in 2021,
we will be modelling environmental risks and opportunities
under the TCFD reporting framework and our findings will be
reported in the 2021 Annual Report. We are not complacent
about our environmental impact and will continue to monitor
and improve our performance; mitigate any risks and review
all opportunities as they arise.
44 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Non-Financial Information Statement
Rightmove aims to comply with the Non-Financial Reporting Directive requirements. The table below sets out where relevant
information can be found in this Annual Report.
Reporting Requirement
Policies
Relevant Information
Environmental matters
The Company has a policy and specific targets
on environmental issues
Employees
Human rights
Social matters
Anti-bribery and
corruption
Business model
Principal Risks
Non-financial key
performance indicators
Information on our business impact on the
environment can be found in this ESG Report,
including statutory greenhouse gas emissions
data
Strategic Report: Chief Executive's review
ESG Report
Corporate Governance Report
ESG Report
Employee Handbook, which includes:
– Code of Conduct
– Whistleblowing Policy
Modern Slavery Statement
Data Retention Policy
Privacy Policy
The Company does not have a specific policy on social matters however information on how our
business supports the local and wider community can be found in the ESG Report
Employee Handbook, which includes:
– Anti-Bribery and Corruption Policy
– Code of Conduct
Strategic report: Business model
ESG Report
Strategic Report: Principal risks and uncertainties
Strategic Report: Operational key performance indicators
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 45
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report
I am pleased to introduce our Corporate
Governance Report, which explains how
the Company has applied the provisions
of the UK Corporate Governance Code
(the Code) during the year.
Andrew Fisher
Chair
Our Corporate Governance Report includes
• A statement of compliance with the Code
• Rightmove’s corporate governance structure
• Our Directors’ biographies
• Key Board and committee activities
and reports from the
• Audit Committee
• Nomination Committee
• Remuneration Committee; and
• Directors
Company Purpose
Rightmove’s purpose is to make home moving easier in the
UK. This is achieved through the delivery of our strategy,
supported by an effective system of governance throughout
the Group.
Board priorities
2020 has been a challenging year and a key priority for the
Board has been to ensure that our customers, employees
and other stakeholders were well supported, reducing the
impact of Covid-19 as far as possible. As a Board, we have
carefully considered all of our stakeholders in the decisions
that we have taken, including enhanced furlough payments
for Group employees and discounts to support our
customers, and we will continue to do so to ensure that
Rightmove’s strategy can generate value for our shareholders
and customers and contribute to wider society.
Other priorities in the year have included the appointment
of our new Chief Financial Officer and the review of our
Environmental, Social and Governance strategy. More
details on this can be found in the Environmental, Social and
Governance Report. In addition, the Board has updated the
matters reserved for its decision.
Board changes
Following my own appointment on 1 January 2020,
Robyn Perriss, our Finance Director, stepped down from
the Board on 30 June 2020 and Alison Dolan was appointed
as our new Chief Financial Officer, joining the Board on
7 September 2020.
Full details of the Board changes and the work of the
Nomination Committee can be found on pages 64 to 66.
Culture
We are fortunate to have an open and supportive culture at
Rightmove, and the Board recognises the value of this
strong company culture to the success of the business and
is satisfied that our culture is aligned with the Company’s
purpose, values and strategy. Examples of how Rightmove’s
culture benefits all our stakeholders can be found in the
Environmental, Social and Governance Report.
Statement of compliance
The Code sets out the principles and provisions relating to
good governance of UK listed companies and can be found
on the FRC’s website at frc.org.uk.
The Board recognises the importance of good governance
and we are pleased to confirm that for the year under review,
the Company has complied with the principles and
provisions of the Code.
Directors’ duties
An explanation of how Directors have engaged with and
have taken into consideration the requirements of
Rightmove’s key stakeholders, in accordance with S172 of
the Act, can be found in the Working with our Stakeholders
section of the Strategic Report.
Andrew Fisher
Chair
46 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Board Leadership | Board governance structure
Shareholders of Rightmove plc
The Board (primarily through the Chief Executive Officer and the Chief Financial Officer and supported by the Chair and the Senior Independent Director)
actively engaged with the Company’s institutional investors throughout the year. Details of the Board’s engagement with shareholders during the year can
be found on the following pages and in the Working with our Stakeholders section of the Strategic Report.
The Board of Rightmove plc (8 Directors)
The Board is collectively responsible for promoting the long-term success of the Group for the benefit of the Company’s shareholders and also the wider
community it serves. It sets the overall direction and control of the Group and has the powers and duties set out in the Companies Act 2006 (the Act) and
the Company’s Articles of Association. The Board delegates certain matters to the Board committees and delegates the day to day operation of the
business to the Executive Directors.
Chair
The Chair is responsible for leadership and governance of the Board, planning the Board’s agenda and ensuring that Directors receive sufficient, relevant,
timely and clear information and that all subjects requiring discussion are allocated sufficient time to support effective decision making. He also ensures
that the Board remains effective by encouraging constructive relationships between the Executive and Non-Executive Directors and ensures ongoing and
effective communication between the Board and its key stakeholders.
Executive Directors (2)
Responsible for:
• the day-to-day management of the Group, and its operations and results;
and
Non-Executive Directors (5)
Responsible for:
• constructively challenging the Executive Directors; and
• monitoring the delivery of the strategy within the risk and control
• implementation of the Group strategy.
framework set by the Board.
Led by the Chief Executive Officer and supported by the Chief Financial
Officer and their Senior Leadership Team.
The roles of Chair and Chief Executive Officer are separate with clear
written guidelines on the division of responsibilities.
One of the non-executive directors is appointed as the Senior Independent
Director, who is responsible for:
• acting in an advisory capacity to the Chair;
• deputising for the Chair if required;
• serving as an intermediary for other Directors when necessary;
• be available to shareholders if they have concerns which they have not
been able to resolve through the normal channels of the Chair and
Chief Executive Officer or other Executive Directors for which such
contact is inappropriate; and
• conduct an annual review of the performance of the Chair.
The Company Secretary
The Board and its Committees are supported by the Company Secretary, who is responsible for advising the Board and assisting the Chair in all corporate
governance matters.
Matters reserved to the Board (reviewed and updated in 2020)
• Rightmove’s business strategy and annual business plan
• capital management and dividend policies
• the system of internal control and risk management
Details of Board activities during the year can be found later in this report.
• Environmental, Social and Governance policies
• the annual and half-year results and shareholder communications
• major acquisitions and disposals
• appointment and removal of officers of the Company
The Board Committees (composed of Non-Executive Directors (NEDs) only)
The Board delegates certain matters of business to its three Committees. The Committees review and report back to the Board on the matters within
each of their remits. Only Committee members are entitled to attend Committee meetings. Other Board members may attend Committee meetings by
invitation only.
Audit Committee
(Quorum: 2 independent NEDs)
Responsible for:
• the oversight of accounting, financial reporting
and internal control processes;
• Rightmove’s internal audit function; and
• the relationship with the Group’s external auditor.
Remuneration Committee
(Quorum: 2 independent NEDs)
Responsible for:
• making recommendations to the Board for the
overall policy and framework for the
remuneration of the Chair, Executive Directors
and the Senior Leadership Team.
Nomination Committee
(Quorum: 2 NEDs, majority must be independent)
Responsible for:
• keeping the structure, size and composition of the
Board and its Committees under review;
• matching the skills, knowledge and experience of
Directors to Rightmove’s business strategy and
requirements; and
• consider succession planning and the
development of a diverse pipeline for senior roles.
Terms of reference for each of the Board Committees are available on the Company’s corporate website at plc.rightmove.co.uk
Senior Leadership Team and Management Committees
The Senior Leadership Team (SLT) supports the Chief Executive Officer in the development and delivery of Rightmove’s business strategy, and meets
regularly to discuss operational and financial performance. The Board also receives presentations from the SLT to provide a deeper understanding of the
business, our customers and products, and the market in which Rightmove operates. A Risk Committee has been established in 2021, comprising the
Chief Financial Officer and members of the SLT, to continually assess existing and changing risks, monitor the effectiveness of corresponding controls
and report to the Audit Committee.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 47
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Peter Brooks-Johnson
Chief Executive Officer
Nationality
British
Appointment to the Board
10 January 2011
Current external commitments
Non-Executive Director of Adevinta ASA
Previous roles and relevant skills and
experience
Peter joined Rightmove in 2006 and became
Chief Operating Officer in April 2013 having
been Managing Director of rightmove.co.uk
since 2011 and Head of the Agency
business since 2008. He was promoted to
Chief Executive Officer in May 2017. Prior to
joining Rightmove, Peter was a management
consultant with Accenture and the
Berkeley Partnership.
Peter has substantial experience and
understanding of the online media and
property markets, developing Rightmove’s
business plan and strategy over many years,
with strong leadership and stakeholder
management skills.
Alison Dolan
Chief Financial Officer
Nationality
Irish
Appointment to the Board
7 September 2020
Current external commitments
None
Previous roles and relevant skills and
experience
Alison was the Chief Strategy Officer at News
UK from 2016 until May 2020, where she
was at the forefront of the business’s digital
transformation. Before News UK, Alison held
a number of senior positions at Sky plc,
including Group Treasurer, Director of Finance
and Deputy Managing Director Sky Business.
Alison is an Irish national, but has lived in
London since 1994. She has a Masters
in Business Studies from University
College Dublin.
Governance | Directors and officers
Andrew Fisher
Chair
Nationality
British
Appointment to the Board
1 January 2020
Committee membership
Nomination (Chair)
Current external commitments
Non-Executive Director (and Remuneration
Committee Chair) of Marks and Spencer plc
Previous roles and relevant skills and
experience
Andrew has a background in building digital,
media and entrepreneurial businesses and
executing a high growth strategy. He also
has experience of serving on the Boards
of a number of listed companies as a
non-executive director.
Andrew was previously CEO and Executive
Chairman of Shazam, where he was
instrumental in developing and executing a
growth strategy to establish one of the
world’s leading mobile consumer brands.
He was also European Managing Director of
Infospace Inc and the founder and Managing
Director of TDLI.com. Andrew was a non-
executive director of Moneysupermarket.
com Group plc until May 2020 and Merlin
Entertainments plc until November 2019.
48 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Rakhi Goss-Custard
Non-Executive Director
Nationality
American/British
Appointment to the Board
28 July 2014
Committee membership
Nomination, Remuneration
Current external commitments
Non-Executive Director of Kingfisher plc
Non-Executive Director of Schroders plc
Previous roles and relevant skills and
experience
Rakhi has extensive knowledge of the
customer and consumer experience and
innovation across a wide range of digital
products, desktop and mobile platforms,
augmented by a varied non-executive
portfolio in other customer-centric
businesses and sectors.
Rakhi was a non-executive director of
Be Heard Group plc until August 2018 and
of Intu Properties plc to May 2019, and a
Director of UK Media at Amazon to June
2014. She held various other senior positions
during her 12-year tenure at Amazon
including Media, Entertainment, General
Merchandise and Book divisions as well as
advising Zappos. Prior to Amazon, Rakhi held
strategy roles at TomTom and Oliver Wyman.
Lorna Tilbian
Non-Executive Director
Nationality
British
Appointment to the Board
1 February 2018
Committee membership
Remuneration (Chair), Nomination
Current external commitments
Non-Executive Director of Jupiter UK Growth
Investment Trust plc
Non-Executive Director of Proven VCT plc
Non-Executive Director of Finsbury Growth
& Income Trust PLC
Non-Executive Director of Euromoney
Institutional Investor PLC
Previous roles and relevant skills and
experience
Lorna has extensive experience as a media
analyst and investment adviser to the media
sector with strong financial analysis and
leadership skills. She was Executive Director
and Head of the Media Sector in Corporate
Broking & Advisory at Numis Corporation PLC
until September 2017. She was a founder of
Numis when it launched in 2001 having
worked at Sheppards, as a director of SG
Warburg and executive director of WestLB
Panmure. Lorna sits on the Advisory Panel
of TechNation’s Future Fifty programme
and has served as a Cabinet Ambassador
(for Creative Britain) for the Department
of Culture, Media & Sport. She was a non-
executive director of M&C Saatchi PLC to
December 2019.
Jacqueline de Rojas CBE
Senior Independent
Non-Executive Director
Nationality
British
Appointment to the Board
30 December 2016
Committee membership
Audit, Nomination, Remuneration
Current external commitments
President of techUK
Non-Executive Director of Costain Group plc
Non-Executive Director of FDM Group
(Holdings) plc
Previous roles and relevant skills and
experience
Jacqueline is a recognised technology leader
with many years’ experience in the software,
technology and digital sectors, working in
enterprise and sales-focused businesses.
She has extensive knowledge and skills in
promoting technology-based solutions and
cyber security and is a passionate advocate
for diversity and inclusion.
Jacqueline has been employed throughout
her career by global blue-chip software
companies and has held senior positions at
Citrix, CA Technologies, McAfee and Ascential
Software. She was a non-executive director
of Home Retail Group from 2012 to 2016,
and of AO World plc from 2017 to 2019.
Jacqueline is the co-chair at the Institute of
Coding, and is also an advisor to the Digital
Leaders Technology Group and the board of
Accelerate-her, which addresses the under-
representation of women in technology.
She is a passionate advocate for diversity and
inclusion in the workplace with a particular
focus on getting women and girls into digital
careers and studying STEM subjects.
Jacqueline is especially delighted to lend her
support to The Youth Group to improve the
odds for young people, and to the Girlguiding
Association for technology transformation.
She was awarded a CBE for services to
international trade in the technology industry
in 2018.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 49
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors and officers continued
Sandra Odell
Company Secretary
Appointment as officer to the Board
1 November 2016
Current external commitments
None
Previous roles and relevant experience
Sandra is a Fellow of the Chartered
Governance Institute. Prior to joining
Rightmove, Sandra was Company Secretary
of Quintain, the London property developer,
and before that held various senior company
secretarial positions in listed financial
services companies.
Andrew Findlay
Non-Executive Director
Nationality
British
Appointment to the Board
1 June 2017
Committee membership
Audit (Chair), Nomination
Current external commitments
None
Previous roles and relevant skills and
experience
Andrew is a chartered accountant with a wealth
of financial expertise, proven commercial
experience and strong consumer-centric
background. He has a deep knowledge of
financial reporting and risk management,
technological solutions and consumer platforms.
Andrew was the Chief Financial Officer of
easyJet plc from 2015 until 3 February 2021.
Before joining easyJet, Andrew was Chief
Financial Officer of Halfords plc and prior to that
Director of Finance, Tax and Treasury at Marks
and Spencer Group plc. He formerly held senior
finance roles at the London Stock Exchange
and at Cable and Wireless, in the UK and US.
Andrew qualified as a chartered accountant
with Coopers & Lybrand.
Board Composition and Diversity
Amit Tiwari
Non-Executive Director
Nationality
American
Appointment to the Board
1 June 2019
Committee membership
Audit, Nomination
Current external commitments
Managing Director of Vitruvian Partners LLP
Previous roles and relevant skills and
experience
Amit has a strong understanding of the online
classified sector and innovation across a
range of online marketplace businesses,
with extensive knowledge of finance and
capital markets. He was Head of International
Developed Equities at Harvard Management
Company and prior to that Head of Equities
at the Lakshmi Mittal Family Office.
He previously held senior investment
management roles at Morgan Stanley & Co
International plc, Ziff Brothers Investments
and KKR & Co. Amit has an MBA with
Distinction from Harvard Business School
and a Bachelor’s degree in Economics with
Honours from Harvard College.
Board tenure
Board gender
Board composition
Board age
Board skills & experience
1
1
2
4
4
4
2
1
5
60+
50/
59
40/
49
e
g
n
a
r
e
g
A
0
4
4
7
5
2
5
4
2
1
No. of Directors
3
0–3
years
3–6
years
6–9
years
9+
years
Female
Male
Executive
Directors
Chair Non-Executive
Directors
Executive
Non-Executive
We recognise the benefits of diversity on our Board to ensure effective engagement with Rightmove’s key stakeholders and a variety of
thinking in relation to our business strategy. The age, gender, tenure and skills of board members as at 1 January 2021 are set out above.
50 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Finance &
governance
Technology
& innovation
Digital
marketing &
online media
Voice of the
customer/
property market
Voice of the
consumer & retail
Corporate
transactions
Governance | Corporate governance report continued
Board activities
At each scheduled meeting the Board considers the minutes and actions raised at previous meetings, updates from the CEO
and CFO, and reports on each Committee’s activities from the respective Chairs.
The key responsibilities and actions carried out by the Board during the year are set out below:
Strategy
Performance
People
Shareholders
Governance
Regular reports and activities(1)
February
Analysis and
implementation of
strategic initiatives
Presentation on Estate
Agency products and
pricing
Monthly management
report
Employee update
and feedback
Share register and
market reports
Agency and
New Homes
presentation
Full-year results
Group employee
satisfaction scores
’Have your Say’
survey results
Governance and
regulatory updates
Risk register review
Gender Pay Report
Review
Tax Strategy Review
Modern Slavery Act
Statement update
Payment Practices
Report
March
Impact of Covid-19
Customer support
Cash flow and funding
Employee support and
remote working
arrangements
Cancellation of final
dividend
May
June
July
Covid-19 recovery
strategy
Customer discount
review
Scenario Planning
Areas of Future
Opportunity
Customer update
Product Development
Roadmap
Marketing Presentation
August
Half-year results
Employee Voice:
feedback on lockdown
experience
AGM – analysis of
shareholder voting and
feedback
Confirmation of 2020
Remuneration Policy
approval
Investor Relations
update
Risk Register Review
including update for
Covid-19
Annual approval of SIP
and Sharesave awards
ESG Strategy Review
September Strategy day:
Potential threats and
opportunities to the
business model arising
from external factors
November 2021 budget and three-
year business plan
approved
December Update from the
Remuneration
Committee on 2021
performance targets
Core Business Product
update
Update on the Group
succession plan and
progress in addressing
the gender pay gap
from the Nomination
Committee
Insurance review and
renewal
Policy review and
renewal
Internal controls and
risk governance update
from Audit Committee
Cyber security and
incident response
update
Board and Committee
evaluation feedback
and actions agreed
Corporate Governance
update
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 51
(1) Frequency coincides with Board meetings, unless otherwise indicated.
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report continued
There are usually seven scheduled Board meetings
each year including one meeting or away day devoted to
consideration of the Group’s strategy. In 2020, the Board
scheduled additional meetings to discuss and agree
the business response to the coronavirus pandemic.
In addition to scheduled Board meetings, there was
frequent online and informal communication between
the Directors and management.
Directors receive Board papers in the week before meetings
to allow sufficient time for review. At each Board meeting,
the Chair holds a brief informal meeting with the non-
executive directors to consider key questions and
comments for management. The Company Secretary
records Directors’ questions and challenges and agreed
actions in the Board minutes. In addition to formal Board
papers, Directors receive monthly management reports on
the operational and financial performance of the business,
setting out actual and forecast financial performance
against approved budgets and other key performance
indicators. The Board has access to broker reports, research
analyst reports and market reviews relating to Rightmove.
Shareholder engagement
The Board welcomes opportunities to engage with current
and potential shareholders and answer any questions about
the performance and activities of the Group.
Within the regulatory framework, the Chair and Executive
Directors have conducted regular and open dialogue with
shareholders through ongoing meetings with institutional
investors and analysts to discuss strategy and operational and
financial performance, environmental, social and governance
matters. Whilst contact is principally with the Chief Executive
Officer and the Chief Financial Officer, during the year the
Board Chair offered shareholders an introductory meeting
and opportunity to discuss a range of subjects from corporate
governance to business strategy. The Committee chairs and
Senior Independent Director were also available to answer
shareholder questions, typically received via our Company
Secretary or investor relations team.
The Board is kept informed of the views and opinions of
shareholders and analysts. Directors receive an update at
each Board meeting from the Chief Executive Officer and the
Chief Financial Officer, as well as share register analyses and
market reports from the Company’s brokers, UBS and Numis.
Shareholders are also kept up to date with the Group’s
activities through the Annual Report, full and half year
results presentations. The investor relations section of
the Company’s website, at plc.rightmove.co.uk provides
details of all the Directors, the financial calendar, latest news
including financial results, investor presentations, corporate
governance, and Stock Exchange announcements.
52 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Annual General Meeting
The AGM usually provides an opportunity for shareholders
to vote on aspects of the Company’s business, meet the
Directors and ask them questions. In 2020, in response
to the coronavirus restrictions, the AGM was held with a
quorum of directors and shareholder questions were
received in advance. The next AGM will be held on
7 May 2021 at Rightmove’s London office 6th Floor,
33 Soho Square, London, W1D 3QU. Each Committee
Chair will be available at the AGM to answer any shareholder
questions on their respective Committee’s activities.
The Company will arrange for the Annual Report and related
papers to be available on the Company’s corporate website
at plc.rightmove.co.uk or, if requested, posted to
shareholders at least 20 working days before the AGM.
The Company proactively encourages shareholders to
vote at general meetings by providing electronic voting for
shareholders who wish to vote online and personalised proxy
cards to shareholders electing to receive them, ensuring
that all votes are clearly identifiable. The Company takes
votes at general meetings on a poll, the results of which
are reported after each resolution and published on the
Company’s website. All resolutions at the Company’s 2020
AGM were passed comfortably, and no resolutions received
more than 20% of votes against the Board’s
recommendations.
Stakeholder engagement
Maintaining regular contact with our key stakeholders
remains an important part of the Board’s activities and is
fundamental to good governance. Under the Code, the
Board is required to report on how it has considered the
interests of its wider stakeholders in accordance with
section 172 of the Companies Act 2006. This report can
be found in the Working with our Stakeholders section of
the Strategic Report.
Employee engagement
In response to the Code requirement, in 2019 the Board
elected for a bespoke approach to employee engagement,
with all Non-Executive Directors engaging directly and
regularly with the Company’s workforce in 2019. During 2020,
remote working meant that directors did not meet face to
face with employees but heard from employees at Board
meetings and received additional feedback and information
from the HR team, as detailed in the Environmental, Social
and Governance Report. Directors will resume regular face
to face employee engagement activities in 2021.
Rightmove’s culture and values
The Board fully supports and reflects Rightmove’s open,
supportive and innovative culture, described in more detail
in the Environmental, Social and Governance Report.
Executive Directors lead by example in maintaining
Rightmove’s open, collaborative culture with a fully open plan
office environment and during 2020 employees had access
to regular, fortnightly webinars with question and answer
sessions. All Directors have full access to Group employees,
through a variety of channels, detailed in the Environmental,
Social and Governance Report. The Board assesses and
monitors culture through the results of the bi-annual
‘Have Your Say’ employee survey, with a percentage of the
Executive Directors’ variable bonus directly dependent on
the survey results – more information on this can be found
in the Directors’ Remuneration Report.
Employee concerns (Whistleblowing)
During the year, the Company reviewed and approved its
Whistleblowing policy. The Board ensures that there are
arrangements in place for individuals to raise concerns.
An independent whistleblowing service is provided by
Navex Global (previously Expolink) and this has been
communicated to all employees. During 2020 no concerns
were raised using this facility and no other issues were
raised that have been treated as whistleblowing. Further
information on this can be found in the Audit Committee
and Environmental, Social and Governance Reports.
Conflicts of interest
Under the Companies Act 2006, the Directors have a
statutory duty to avoid situations in which they have, or
may have, a direct or indirect conflict of interest with the
Company. The Directors must also declare the nature and
extent of any interest in any existing or potential conflicting
interest. The Company’s Articles of Association does have
provisions for managing and authorising potential conflicts
of interests. The Board approved and observes Rightmove’s
Conflicts of Interest Policy and reviews the Register of
Directors’ Interests at least annually.
To safeguard their independence, a Director is not entitled to
vote on any matter in which they may be conflicted or have a
personal interest. If necessary, Directors are required to
absent themselves from a meeting of the Board while such
matters are being discussed and if there is any doubt, the
Chair of the Board is responsible for determining whether
a conflict of interest exists.
Division of responsibilities
The roles of Chair and Chief Executive Officer are
separate with clear written guidelines on the division of
responsibilities. A summary of the key responsibilities of
the Board members is included in the governance structure
table at the beginning of this Report.
Board independence
The Board reviews each Non-Executive Director’s
independence on an annual basis and considers that
all Non-Executive Directors are fully independent of
management, and in character and judgment. The review
takes into account factors such as Directors’ contribution
to debate during meetings to determine whether they
demonstrate independent judgment and whether there
are relationships or circumstances which are likely to affect,
or could appear to affect, a Director’s judgment.
The Board considers that there is an appropriate balance
between Executive and Non-Executive Directors.
Directors’ external appointments
In line with the Code, any of the Directors’ additional external
appointments are approved by the Board. Our Chair, Andrew
Fisher, is also a Non-Executive Director of one other publicly
listed company. The Chief Executive holds one other non-
executive directorship of a listed company, as permitted
under the Code, as the Board recognises that non-executive
directorships can broaden the knowledge and experience of
the Executive Directors which may benefit the Company.
Board and Committee membership and attendance
The membership of the Committees of the Board and
attendance at Board and Committee meetings for the
year under review are set out in the table below:
Board(1) Remuneration
Audit Nomination
Total meetings
Andrew Fisher
Peter Brooks-
Johnson
Robyn Perriss(2)
Alison Dolan(3)
Jacqueline de
Rojas
Rakhi Goss-
Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
10
10
10
7
3
10
10
10
10
10
7
–
–
–
–
7
7
–
7
–
4
–
–
–
–
4
–
4
–
4
2
2
–
–
–
2
2
2
2
2
(1) There were eight scheduled and two unscheduled Board meetings in 2020,
in response to Covid-19. The Board strategy day, which is included in these
numbers, was postponed until the Board could meet in person in September.
(2) Robyn Perriss attended all Board meetings until she stepped down from the
Board on 30 June 2020.
(3) Alison Dolan has attended all Board meetings since her appointment on
7 September 2020.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 53
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report continued
In addition to the above meetings, the Chair conducts meetings
with the Non-Executive Directors without the Executive
Directors being present. Jacqueline de Rojas, the Senior
Independent Director, chaired a meeting of the Non-Executive
Directors in December 2020, at which the performance of the
Chair was also reviewed without him present.
Board composition and succession
At the date of this report, the Board comprises two
Executive Directors and six Non-Executive Directors,
including the Chair. The Executive Directors are Peter
Brooks-Johnson (Chief Executive Officer) and Alison Dolan
(Chief Financial Officer) and the Non-Executive Directors
are Andrew Fisher (Chair), Jacqueline de Rojas (Senior
Independent Director), Andrew Findlay, Rakhi Goss-Custard,
Lorna Tilbian and Amit Tiwari.
All continuing Directors will retire and offer themselves
for election or re-election at the next AGM. The Board is
satisfied that the Directors retiring and standing for
re-election are well qualified for re-appointment by virtue
of their skills, experience and contribution to the Board,
described in their biographies at the beginning of this report.
The Executive Directors have service contracts with the
Company which can be terminated on 12 months’ notice.
The appointments of the Non-Executive Directors can be
terminated on three months’ notice.
The interests of the Directors in the share capital of the
Company as at the date of this report, the Directors’ total
remuneration for the year and details of their service
contracts and Letters of Appointment are set out in the
Directors’ Remuneration Report. At the date of this report,
the Executive Directors were deemed to have a non-
beneficial interest in 1,395,476 ordinary shares held by
The Rightmove Employees’ Share Trust (EBT).
Biographical details of all Directors at the date of this report
and details of Committee membership appear earlier in
this report.
The Board’s size and composition is kept under regular
review by the Nomination Committee.
Board changes
Andrew Fisher was appointed as the Chair of the Board
with effect from 1 January 2020 and was independent on
his appointment to the Board.
Robyn Perriss stepped down from the Board on
30 June 2020, and Alison Dolan joined the Board as
Chief Financial Officer on 7 September 2020.
More information on the selection and appointment process
for new Directors, and on the work of the Nomination
Committee can be found on pages 64 to 66.
54 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Board diversity and experience
Rightmove is committed to a diverse Board comprised
of directors from different backgrounds with relevant
experience, perspectives, skills and knowledge. We believe
that diversity, including gender and ethnic diversity, amongst
directors and employees contributes towards a high
performing and effective Board and business and promotes
the Company’s ongoing success. We strive to maintain the
optimal balance, using a meritocratic appointment process.
At 31 December 2020, 50% of both executive and non-
executive Board members were female, along with the
strong female representation amongst the Senior
Leadership Team. We remain committed to our policy of
recruiting the best people and appropriate talent for the
business whilst seeking to maintain as near 50:50 gender
balance on the Board as possible.
We are pleased to report that as at 31 December 2020,
37% of Board members are from ethnically diverse
backgrounds, which exceeds the Parker Review target
for FTSE100 boards. We remain committed to meeting
or exceeding this target in future.
The range of skills and experience the Board considers
necessary to deliver Rightmove’s business strategy, as
identified in the Board Strategy Review, includes:
• finance and governance
• technology and innovation
• voice of the customer and property market
• voice of the consumer and retail
• digital marketing and online media
• corporate transactions
Further information can be found at the beginning of
this report and in the Environmental, Social and
Governance Report.
Board evaluation
The Board last completed an externally facilitated
performance evaluation in 2018. Therefore, the evaluation
conducted in 2020 was internally facilitated and details can be
found in the Nomination Committee report. The 2021 Board
and Committee evaluations will be externally facilitated.
Re-election to the Board
Directors are appointed and may be removed in accordance
with the Articles of Association of the Company and the
provisions of the Act. All Directors are subject to election at
the first AGM following their appointment and in accordance
with the Code, all Directors will seek re-election at the
2021 AGM.
Indemnification of Directors
The Articles of Association of the Company allow for a
qualifying third-party indemnity provision for the purposes
of S234 of the Act between the Company and its past and
present Directors and officers, which remains in force at the
date of this report. The Group has also arranged directors’
and officers’ insurance cover in respect of legal action
against the Directors. Neither our indemnity nor the
insurance provides cover in the event that a Director is
proven to have acted dishonestly or fraudulently.
The Company has a Dealing Code setting out the process
and timing for dealing in shares, which is compliant with the
Market Abuse Regulation. The Dealing Code applies to all
Directors, who are persons discharging managerial
responsibility, and other insiders.
Audit, Risk and Internal Control
The Board accepts responsibility for determining the nature
and extent of the significant risks it is willing to take in
achieving its strategic objectives and monitors and reviews
the effectiveness of the Company’s risk management and
internal control systems. Further details can be found in the
Audit Committee Report and in the Risk Management
section of the Strategic Report.
Remuneration
Our Annual Remuneration Report which describes the
policies and practices in place to ensure that the Company
leadership is motivated to deliver long term sustainable
growth and the work of the Remuneration Committee is
set out later in this Governance section.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 55
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report
Audit Committee Report Summary
Andrew Findlay
Chair of the Audit Committee
Committee’s remit
The Committee is an essential part of Rightmove’s
governance framework to which the Board has delegated
oversight of the accounting, financial reporting and
internal control processes, the outsourced internal audit
function and the relationship with the external auditors.
Committee members and auditors
The Committee members are independent Non-Executive
Directors and comprise:
• Andrew Findlay (Chair)
• Jacqueline de Rojas
• Amit Tiwari
The Group’s external auditors are KPMG LLP. PwC LLP provide
internal audit services.
2020 Activities
The Committee met four times during 2020 and its key activities were to:
• assess the integrity of the Group’s half-year report and annual
financial statements, considering the application of financial
reporting and governance standards, including the FRC guidance
on reflecting the impact of Covid-19
• review management’s approach to any key judgmental areas of
reporting and the related comments of the external auditor
• confirm that the Annual Report is fair, balanced and understandable
• review the effectiveness of Rightmove’s internal control processes
• review the changes to the cash management and treasury policy
• consider the plans to further strengthen risk and compliance within
the business
• assess the conclusions and recommendations of the internal audit
reports on Data Protection, Van Mildert compliance with GDPR and
FCA requirements, pricing, the pricing to billing system and HR
starters and leavers procedures
• evaluate the effectiveness of the external auditor and the internal
audit function, and
• develop the internal audit plan for 2021
2021 Priorities
• focus on key risk areas such as compliance, cyber and data security
• review of customer onboarding, the supplier management
framework and purchasing-to-payables financial controls
56 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Dear shareholder
As Chair of the Audit Committee (the Committee) I am
pleased to present the report of the Committee for the year
ended 31 December 2020. In this report we aim to provide
an overview of the principal activities of the Committee and
insight into key topics discussed and the way in which the
Committee discharged its responsibilities during the year.
The key responsibilities are set out in the Corporate
Governance Report.
The impact of Covid-19 on the Group, outlined in the
Chief Executive's Review, required certain decisions and
their outcomes to be reflected in the financial statements.
The Committee supported the Board in considering the
appropriate level of disclosure to reflect the FRC guidance
on Covid-19 reporting and in ensuring that the Annual
Report, taken as a whole, is fair, balanced, understandable
and provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy. Furthermore, Covid-19 meant that the
Finance team and auditors had to quickly adapt to remote
working, and the related challenges, and I am pleased to
report that the financial control environment was maintained
during the year.
The Committee has overseen a detailed programme of work
in 2020 in relation to its remit, including agreeing the scope
of work delivered by the PwC outsourced internal audit
function, Rightmove Assurance. The Committee reviewed
the results of PwC’s data protection review, which looked at
consent management and privacy-by-design, and the Van
Mildert compliance review which focused on the company’s
GDPR and FCA compliance. These reviews were
supplemented by further discussion at Board level to
consider the progress against agreed actions to strengthen
the controls framework, which included the establishment of
a new risk and compliance team. Other PwC activities in the
year included a review of pricing and the pricing-to-billing
process, as well as the HR joiners and leavers procedures.
The Committee as part of its annual governance cycle, also
reviewed the Group’s treasury, bribery and whistleblowing
policies, the gifts and hospitality register and the non-audit
services policy.
Looking forward to the next 12 months, the Committee will
continue to focus on risk areas such as GDPR and Van Mildert
compliance, as well as cyber and data security. Other areas
of focus will include third-party supplier management, the
purchasing-to-payables process and customer on-boarding.
In addition to its annual performance evaluation, the
Committee carried out a review of its terms of reference
in relation to the 2018 UK Corporate Governance Code.
These are published on the investor relations section of
Audit Committee effectiveness
The effectiveness of the operation of the Committee was
reviewed in December 2020 as part of the internal Board
and Committee evaluation process. The feedback on the
Committee was positive and confirmed that the Committee
is effective and provides appropriate challenge.
Financial reporting
The Committee is responsible for reviewing the
appropriateness of the Group’s half-year report and annual
financial statements. The Committee has considered,
among other things, the accounting policies and practices
adopted by the Group; the correct application of reporting
standards and compliance with broader governance
requirements, including the FRC guidance on reporting the
impact of Covid-19; the approach taken by management to
the key judgmental areas of reporting; the comments of the
external auditor on management’s chosen approach; and
the information, underlying assumptions and stress-test
analysis presented in support of the Going Concern status
and Viability Statement
Significant accounting matters
The key significant accounting matter in the context of the
2020 Group Financial Statements is revenue recognition.
The Committee considers this area to be significant given
the volume of transactions and the fact that revenue is the
most material figure in the income statement, which this
year included the significant discounts offered to support
customers during the pandemic. The Committee discussed
revenue recognition in detail, including the underlying
policies, processes and controls, to ensure that the
approach taken to accounting and disclosure was
appropriate.
In relation to the parent Company Financial Statements,
the key significant accounting matter is the recoverability
of the investment by the parent Company in its subsidiary
Rightmove Group Limited, given its materiality in the context
of the total assets of the parent Company.
the Group’s website at plc.rightmove.co.uk and are available
in hard copy form from the Company Secretary.
I will be available at the AGM to answer any questions about
the work of the Committee.
Andrew Findlay
Chair of the Audit Committee
Audit Committee membership and meetings
All the members of the Audit Committee are Independent
Non-Executive Directors in accordance with provision 24
of the UK Corporate Governance Code (the Code).
The Board has determined that Andrew Findlay, as the
Committee Chair, has the recent and relevant financial
experience required by the Code, given his former executive
role as Chief Financial Officer of easyJet plc. Andrew is also
a chartered accountant with the Institute of Chartered
Accountants in England and Wales. In line with the Code,
the Committee as a whole possesses experience relevant
to the business through the digital and consumer experience
of Andrew Findlay, the technology background of Jacqueline
de Rojas and the financial and capital markets perspective of
Amit Tiwari.
Biographies of the members of the Committee are set out in
the Corporate Governance Report.
The Committee met four times in 2020 and attendance of
the members is shown in the Corporate Governance Report.
In order to maintain effective communication between all
relevant parties, the Committee invited the Chief Financial
Officer, together with appropriate members of the
management team, and the external and internal auditors, to
meetings as necessary. The Committee periodically set time
aside to seek the views of the external auditor, without the
presence of management. The external auditor had direct
access to the Chair to raise any concerns outside formal
Committee meetings. The Committee also met separately
with the internal auditor during the year and inbetween
meetings the Chair maintained contact with the Chief
Financial Officer, external audit partner and other members
of the management team.
After each meeting, the Chair reported to the Board on
the main issues discussed by the Committee and minutes
of the Committee meetings were circulated to the Board
once approved.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 57
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
Key accounting matters
Committee review
Revenue is a prime area of audit focus, in particular the timing of recognition
in relation to the billing of subscription fees, additional products and the
accounting for any membership offers to customers with discounts.
During the year, management performed data analytics procedures on the
amounts billed to the two largest customer groups (Agency and New Homes).
This included investigating anomalies such as billing gaps and single bills raised
and reporting to the Committee in this regard.
The Committee discussed any anomalies with management in relation to
the data analytics work performed. The Committee was satisfied with the
explanations provided and conclusions reached.
As part of the financial statement audit KPMG perform data analytics work
by using computer-assisted audit techniques to identify any unexpected or
unusual revenue postings, considering in particular whether the opposite
side of the journal entry was as expected, based on the characteristics of
the journal. The results of this work were reported to the Committee.
The data analytics work above was supplemented by a detailed analytical
review of margin and ARPA together with a comprehensive analysis on the
treatment of discounts and free member offers.
The Committee reviewed the assumptions made by management, including
the strong track record of profitable growth and cash generation by RMGL.
Furthermore, the Rightmove plc share price has increased significantly in the
12 years since 2008, resulting in a current market value in excess of £5.5billion,
significantly higher than the investment carrying value of £0.6 billion. As RMGL
is the main trading entity of Rightmove plc, we therefore see no evidence of
impairment. The Committee was satisfied with the assumptions made.
Revenue recognition
As more fully described in Note 1 to the accounts
the majority of the Group’s revenue is derived
from membership subscriptions for core listing
fees and advertising products on Rightmove’s
platforms. Customers are able to tailor their
packages. The Group recognises this revenue
over the period of the contract or the point at
which advertising products are used. In 2020, the
Group offered significant discounts to customers
to support them during the reduction in activity in
the property market between April and August.
Investment by the Company Rightmove plc in
Rightmove Group Limited (RMGL)
The investment by the Company in RMGL is
carried at cost, adjusted for subsequent additions
to the investment. Cost was initially assessed as
at 28 January 2008 when Rightmove plc became
the parent company of RMGL. Share-based
payment awards to RMGL employees are
accounted for as a deemed capital contribution
by Rightmove plc to RMGL, with the value of the
share-based payment charge for those awards
increasing the value of the investment. Further
details are provided in Note 15 to the financial
statements. The investment is not considered
at risk of material misstatement or subject to
significant judgement, however it is considered
a significant risk due to its size in relation to the
Company balance sheet.
The Committee also reviewed and considered the following areas in relation to the 2020 financial statements.
Accounting matter
Committee review
Going concern and viability statements
In assessing the validity of the viability and going concern statements detailed
on page 27, the Committee reviewed the work undertaken by management to
assess the Group’s resilience to the Principal Risks set out on pages 23 to 26
under various stress test scenarios. The Committee concluded that the
viability time period of three years remained appropriate.
The Committee were satisfied that sufficient rigour was built into the process
to assess going concern and viability over the designated periods.
58 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Fair balanced and understandable
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 provide the information
necessary for shareholders to assess the Group’s position
and performance, business model and strategy.
The Committee was provided with an early draft of the
Annual Report in order to assess the strategic direction and
key messages being communicated. Feedback was provided
by the Committee in advance of the February 2021 Board
meeting, highlighting any areas where the Committee
believed further clarity was required. The draft report was
then amended to incorporate this feedback prior to being
tabled at the Board meeting for final comment and approval.
To help the Committee in forming its opinion, management
presented a fair, balanced and understandable paper to the
February 2021 Audit Committee, which identified the key
themes in the Annual Report and assessed whether each of
the governance requirements were met.
When forming its opinion, the Committee reflected on the
information it had received and its discussions throughout the
year. It considered the key messages for 2020 and whether
these are appropriately and consistently disclosed through the
Annual Report, with equal prominence of front half reporting
and financial statements, with no bias or omissions; and with
clear language within a structured framework. In addition, the
Committee also considered the requirements of the FRC
annual letter for 2020 regarding disclosure on the impact of
Covid-19 and the UK's exit from the EU. The key matters
considered by the Committee and its conclusion were:
Is the report fair?
• Is the whole story presented and has any sensitive material been omitted that
should have been included?
• Are key messages in the narrative aligned with the KPIs and are they reflected
in the financial reporting?
• Are the KPI’s being reported consistently from year to year?
• Is the reporting on the business areas in the narrative reporting consistent
with the financial reporting in the financial statements?
Is the report balanced?
• Do you get the same messages when reading the front end and back end of the
Annual Report independently?
• Are threats identified and appropriately highlighted?
• Are the alternative performance measures explained clearly with appropriate
prominence?
• Are the key judgements referred to in the narrative reporting and significant issues
reported in this Committee Report consistent with disclosures of key estimation
uncertainties and critical judgements set out in the financial statements?
• How do these judgements compare with the risks that KPMG are planning to
include in their Auditors’ Report?
• Is there a clear and cohesive framework for the Annual Report?
• Are the important messages highlighted appropriately throughout the
Annual Report?
• Is the Annual Report written in easy to understand language and are the key
messages clearly drawn out, including the impact of Covid-19?
• Is the Annual Report free of unnecessary clutter?
Following its review, the Committee is of the opinion that the 2020 Annual Report,
taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group’s position, performance, business
model and strategy.
Is the report understandable?
Conclusion
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 59
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
External audit
The Committee has primary responsibility for overseeing
the relationship with, and performance of, the external
auditor, KPMG LLP (KPMG), who is engaged to conduct a
statutory audit and express an opinion on the financial
statements. The Committee reviews the scope of KPMG’s
audit, which includes the review and testing of the systems
of internal financial control and data which are used to
produce the information contained in the financial
statements.
The Committee is responsible for making recommendations
to the Board in relation to the appointment of the external
auditor. KPMG was reappointed as auditor of the Group at
the 2020 AGM. The current external audit engagement
partner is Anna Jones, who has held this role since the
beginning of 2018. The Board expect to start the selection
process for new auditors during 2021 and appoint the new
auditor for the year ended 2022. A timeline setting out the
tenure of KPMG as auditor is set out below.
External Audit tendering timeline
The Committee approves 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.
The Committee approved the audit fees of £240,100 for
the year as set out in Note 6 of the financial statements.
Independence and non-audit services
The Board has policies and procedures in place in relation to
the provision of non-audit services by the external auditor
and the non-audit fee policy was reviewed by the Committee
during the year. The non-audit fee policy 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.
2000
2006
2013
2018
2021
2022
KPMG appointed
as auditor
Rightmove
becomes a
publicly listed
entity
KPMG reappointed
as auditors,
following a
competitive
audit tender
process
Mandatory
appointment of
new audit lead
partner after
five years
Competitive
tender during
2021*
New auditor in
place for 2022
year-end
*KPMG will not be invited to re-tender as they would exceed maximum period in office
Non-audit services
Policy
Assurance-related services directly related to the audit -for
example, the review of the half year Financial Statements.
Permitted non-audit services
Including but not limited to accounting advice, work related to
mergers, acquisitions, disposals, joint ventures or circulars,
employee benefit plan audits, sustainability audits and
reports required by regulators.
Prohibited services
In line with the EU Audit Reform, these are services where the
auditor’s objectivity and independence may be compromised.
Prohibited services are detailed in the FRC Revised Ethical
Standard 2019 and include tax services, accounting services,
internal audit services and valuation services.
The half-year Review, an assurance-related non-audit service,
is approved as part of the Audit Committee approval of the
external audit plan, which takes place in May of each year.
Management is authorised to incur additional fees for permitted
non-audit services of up to £15,000 in any financial year, without
any prior approval from the Committee.
Thereafter, all additional fees are to be referred to the Audit
Committee in advance, subject to the cap of 70% of the fees
paid for the audit in the last three consecutive financial years.
Prohibited, in accordance with the EU Audit Reform and will be
assessed going forward in line with the new FRC Ethical and
Auditing Standards.
60 | RIGHTMOVE PLC | ANNUAL REPORT 2020
The level of non-audit fees as a proportion of the audit
fee has typically been low at Rightmove. During the year,
KPMG charged the Group £20,800 for non-audit services,
representing 8% of the 2020 audit fee. Of this, £19,100
related to the half-year review, and £1,700 for agreed-upon
procedures in relation to the 2020 bonus outturn. Further
details of these services can be found in Note 6 to the
financial statements.
Statement of Compliance with the Competition and
Markets Authority (CMA) Order
The Group confirms that it has complied with The Statutory
Audit Services for Large Companies Market Investigation
(Mandatory Use of Competitive Processes and Audit
Committee Responsibilities) Order 2014 (Article 7.1),
including with respect to the Committee’s responsibilities
for agreeing the audit scope and fees and authorising
non-audit services.
External auditor effectiveness
The Committee places great importance on ensuring
that the external audit is of high quality and effective. The
Committee considered the quality and effectiveness of the
external audit process in line with the FRC’s Practice Aid for
Audit Committees (updated 2019). The effectiveness of
the external audit process is dependent on several factors,
including the quality, continuity, experience and training of
audit personnel; understanding of the business model,
strategy and risks; technical knowledge and degree of rigour
applied in the review processes of the work undertaken;
communication of key accounting and audit judgements;
together with appropriate audit risk identification at the
start of the audit cycle.
The Committee also met with KPMG at various stages
during the year, at times without management present,
to discuss their remit and any issues arising from their
work as the auditor.
The Committee evaluated the effectiveness of the audit
process using a questionnaire together with input from
management. Areas considered in the review included the
quality of audit planning and execution, engagement with
the Committee and management, quality of key audit
reports and the capability and experience of the audit team.
For the 2020 financial year, the Committee was satisfied
that there had been appropriate focus and challenge on
the primary areas of audit risk and concluded that the
performance of KPMG remained efficient and effective
in their role.
External auditor independence and objectivity
The Committee considered the safeguards in place to
protect the external auditor’s independence. KPMG
reported to the Committee that it had considered its
independence in relation to the audit and confirmed to
the Committee that it complies with UK regulatory and
professional requirements and that its objectivity is not
compromised. The Committee took this into account
when considering the external auditor’s independence
and concluded that KPMG remained independent and
objective in relation to the audit.
Risk Management
The Audit Committee has considered the nature and extent
of the Group’s risk management framework and reviewed
the work undertaken by management and the Board to
assess the Group’s principal risks and uncertainties, which
included an assessment of each risk and the related
response, and progress made against any actions. Further
details on the Group’s approach to risk management is set
out in the Risk management section of the Strategic Report.
Internal audit
The Group has an Internal Audit function, Rightmove
Assurance, which is fully outsourced to PwC. The aim of
Rightmove Assurance is to provide independent and
objective assurance on the adequacy and effectiveness
of internal control, risk management and governance
processes. This includes assurance that underlying financial
controls and processes are working effectively, as well as
specialist operational and compliance reviews that focus on
emerging risks in new and evolving areas of the business.
The Rightmove Assurance plan for 2020 was approved in
advance by the Audit Committee and covered a broad range
of core financial and operational processes and controls,
focusing on specific risk areas. Specialist reviews were
undertaken in the following areas:
• Data protection – consent management and privacy-
by-design;
• Van Mildert compliance with GDPR and FRC requirements;
• Pricing;
• Pricing-to billing-system; and
• HR starters and leavers processes.
The Committee reviewed the reports provided by
Rightmove Assurance that set out the principal findings
of their reviews and agreed management actions. The
Committee also reviewed open actions from previous
reviews, together with monitoring the progress by
management in completing these actions.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 61
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
Approach to developing the 2021 internal audit plan
The approach to the 2021 internal audit plan is in line with
prior years, in that it includes a combination of traditional
internal audit and compliance reviews, primarily with a
financial control, cyber or GDPR focus, as well as reviews
with more of an advisory focus. In addition, as the business
continues to evolve, with new sources of growth and with
the increasing complexity of the environment within which
Rightmove now operates, the Board wants to ensure an
appropriate level of continuity in the monitoring of risks
and controls throughout the year by senior management.
Consequently, the 2021 internal audit plan will include some
elements of in-house assurance activities to supplement
the work of PwC, strengthening the second line of defence
in the assurance model on page 22 and enhancing the
on-going ownership of risk management by the business.
PwC will continue to work closely with management and
have completed their annual detailed review of the audit
universe which highlights the various functional areas within
Rightmove, the associated key process areas, related
principal or emerging risks and where internal audit work has
previously taken place. This review was then used as the
basis for developing of the Rightmove Assurance plan for
2021, to ensure an appropriate focus on the key risks facing
the business and any in-house assurance activities.
Effectiveness of the internal audit process
The work of Rightmove Assurance provides a key source of
additional assurance and support to management and the
Audit Committee regarding the effectiveness of internal
controls, as well as providing guidance and recommendations
to further enhance the internal control environment and
provide specialist insight into areas of change in the business.
At the end of the year, the Audit Committee undertook a
review of the effectiveness of the Rightmove Assurance
function during 2020. The evaluation was led by the
Committee Chair and involved issuing tailored evaluation
questionnaires which were completed by Rightmove
management, KPMG, and the Committee. The evaluation
concluded that the function had a sound appreciation of the
key issues facing the business, was realistic and robust with
audit suggestions and added value to the business.
Anti – bribery and whistleblowing
The Code includes a provision requiring the Committee
to review arrangements by which employees of the Group
may, in complete confidence, raise concerns about possible
improprieties in relation to financial reporting or other
matters. The Committee’s objective is to ensure that
arrangements are in place for the proportionate and
independent investigation of such matters and for the
appropriate follow up action.
Rightmove is committed to the highest standards of quality,
honesty, openness and accountability. The Group has a
whistleblowing process, which enables employees of the
Group to raise genuine concerns on an entirely confidential
basis, that includes a third party ‘speak up’ facility provided
by Navex Global (previously Expolink). The Committee
receives reports on the communication of the
whistleblowing policy to the business and on the use
of the service which contains information on any
whistleblowing incidents and their outcomes.
The Board believes that it is important for the Group and its
employees to follow clear and transparent business
practices and consistently apply high ethical standards in
all business dealings, thereby supporting the objectives of
the Bribery Act 2010. A Bribery Policy and procedures exist
to set out what is expected from employees and other
stakeholders acting on the Group’s behalf to ensure that
they protect both themselves and the Group’s reputation
and assets. Employees are required to sign up to
Rightmove’s Bribery Policy on appointment, and any
updates are communicated to all employees. Rightmove
has a zero-tolerance approach to bribery and any breach of
the Bribery Act is regarded as serious misconduct, justifying
immediate dismissal.
All corporate gifts and hospitality offered or received valued
at more than £50 are recorded in the Group’s gifts and
hospitality register. Prior approval is required for any gifts or
hospitality greater than £100, and the register is examined
by the Committee at least annually.
Internal controls
The Board has overall responsibility for the Group’s system
of internal controls and has established a framework of
financial and other controls which is periodically reviewed in
accordance with the FRC Guidance on Risk Management,
Internal Control and Related Financial and Business
Reporting (which integrates and replaced the earlier FRC
guidance and the Turnbull Guidance) for its effectiveness.
62 | RIGHTMOVE PLC | ANNUAL REPORT 2020
• A comprehensive disaster recovery plan and business
continuity plan based on:
– co-hosting of the Rightmove.co.uk website across three
separate locations, which is regularly tested and reviewed;
– the ability of the business to maintain business critical
activities in the event of an incident;
– the capability for employees to work remotely in the
event of a loss of one of our premises which is regularly
tested through planned office closures;
– regular testing of the security of the IT systems and
platforms, regular backups of key data and ongoing threat
monitoring to protect against the risk of cyber-attack;
• A framework which provides guidelines in meeting the
Financial Conduct Authority regulatory requirements for
our regulated entities;
• A Group Data Protection Framework which provides
guidelines in meeting the requirements of the data
protection principles set out in the Data Protection
Act 2018;
• A Cyber Security Plan which identifies and categorises
cyber security threats and controls, which are regularly
reviewed by the Board and Audit Committee;
• A management sub-committee focused on additional risks
posed by Covid-19 and related operating restrictions; and
• Whistleblowing and bribery policies of which all employees
are made aware, to enable concerns to be raised either with
line management or, if appropriate, confidentially outside
the line management.
Through the procedures outlined above, the Board, with
advice from the Audit Committee, has considered all
significant aspects of internal control for the year and up
to the date of this Annual Report. No significant failings or
weaknesses were identified during this review. However,
had there been any such failings or weaknesses, the Board
confirms that necessary actions would have been taken to
remedy them.
The Board has taken, and will continue to take, appropriate
measures to ensure that the chances of financial
irregularities occurring are reduced as far as is reasonably
possible by improving the quality of information at all levels in
the Group, fostering an open environment and ensuring that
financial analysis is rigorously applied. Any system of internal
control is designed to manage rather than eliminate the risk
of failure to achieve business objectives and can only provide
reasonable and not absolute assurance against material
misstatement or loss.
The Group’s management has established the procedures
necessary to ensure that there is an ongoing process for
identifying, evaluating and managing the principal risks to the
Group. These procedures have been in place for the whole of
the financial year ended 31 December 2020 and up to the
date of the approval of these financial statements.
To date, Rightmove’s Internal Audit function, Rightmove
Assurance, has been fully outsourced to PwC which provides
the Group with additional independent assurance on the
effectiveness of internal controls.
The key elements of the system of internal control are:
• Major commercial, strategic, competitive, financial and
regulatory risks are formally identified, quantified and
assessed, by senior management, after which they are
considered by the Board;
• A comprehensive system of planning, budgeting and
monitoring Group results. This includes monthly
management reporting and monitoring of performance
against both budgets and forecasts with explanations for
all significant variances;
• An organisational structure with clearly defined lines of
responsibility and delegation of authority, and an
embedded culture of openness where business decisions
and their associated risks and benefits are discussed and
challenged;
• Clearly-defined policies for capital expenditure and
investment exist, including appropriate authorisation levels,
with larger capital projects, acquisitions and disposals
requiring Board approval;
• A Treasury function which manages cash flow forecasts
and cash on deposit and is responsible for monitoring
compliance with banking agreements and counterparty
exposure limits;
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 63
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Nomination Committee report
Andrew Fisher
Chair of the Nomination Committee
Dear shareholder
I am pleased to present the Nomination Committee report
for 2020.
The role of the Nomination Committee (the Committee) is
to keep the structure, size and composition of the Board
and Committees under review. Our primary objective is
matching the skills, knowledge and experience of Directors
to Rightmove’s business strategy and optimise Board
performance, manage risk effectively and foster innovation
in the business.
The terms of reference of the Committee were reviewed
and updated during the year and can be found on the
Company’s website.
The Committee fulfilled its terms of reference during the
year by:
• reviewing the Group organisation and succession plans;
• nominating a new Chief Financial Officer; and
• approving the format of internal Board and Committee
evaluations, further details of which can be found later in
this report.
The Committee continued its focus on Board and
organisational succession, comparing Rightmove’s strategic
objectives with the profiles of Directors and the Senior
Leadership Team, to shape recruitment plans.
Robyn Perriss stepped down from the Board as Finance
Director on 30 June 2020 after over 12 years at Rightmove.
Robyn’s contribution to Rightmove’s success was invaluable,
and particularly significant in the areas of investor relations
and financial management and control. We were delighted to
welcome Alison Dolan to the Board as Chief Financial Officer
on 7 September 2020.
The Board currently consists of eight Directors including six
Non-Executive Directors, all of which are considered to be
independent, from diverse backgrounds and with gender
balance in both executive and non-executive roles.
I will be available at the AGM to answer any questions
about the work of the Committee.
Andrew Fisher
Chair
64 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Composition and attendance at meetings
The Chair and Non-Executive Directors are members of the
Committee. The Chief Executive Officer, Chief Financial
Officer and the Director of People & Development attend
meetings by invitation. At the request of the Chair, the CEO
is normally invited to attend the meeting to discuss the
organisation and succession plans.
Board induction and training
New Directors joining the Board undertake a tailored
induction programme including meetings with key members
of the management team. Non-Executive Directors have
full access to our Executive Directors and Senior Leadership
Team outside scheduled Board meetings and can attend
Company and employee events and briefings.
The Committee met twice during the year and attendance at
the meetings is shown in the Corporate Governance report.
Membership
The Committee is comprised of Non-Executive Directors,
whose biographical details can be found in the Corporate
Governance report.
Throughout the year, all our Non-Executive Directors were
considered by the Board to be independent.
Appointments are for a period of up to three years,
extendable by no more than two additional three-year
periods, so long as Committee members continue to
be independent.
Principal activities
During the year the Committee has:
• reviewed the composition and diversity of the Board;
• reviewed the membership of Board committees;
• approved the plans for the organisation and succession
of the Executive Directors and senior management;
• considered the Board succession plan and
recommendation of the preferred candidate for
Chief Financial Officer;
• agreed the process for an internal Board evaluation
and considered actions arising; and
• conducted the annual review of its terms of reference.
The Chief Financial Officer’s induction was comprehensive,
including online meetings with each member of the Senior
Leadership Team, Non-Executive Directors, advisors,
analysts and investors. In addition, our CFO had access
to the secure Board portal containing papers from Board
and Audit Committee meetings, Group policies, analysts’
and management reports and other relevant company
documentation.
Individual Board members have access to training and can
seek advice from independent professional advisers, at the
Group’s expense, where specific expertise or training is
required to enable them to perform their duties effectively.
The Board receives technical briefings on key business
activities, new products and technology; risks including
emerging cyber security risks, data protection and other
relevant regulations. All Directors are required to complete
mandatory information security and data protection training,
which is a requirement for all Rightmove employees.
Board diversity and experience
We are committed to maintaining a Board with diverse skills
and backgrounds. The Committee has reviewed proposals
to further develop a diverse talent pipeline in terms of
gender and ethnicity for senior roles at Rightmove.
Details of our Board diversity policy and the skills and
experience of our Directors are set out in the Corporate
Governance Report.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 65
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Board effectiveness and evaluation
In 2020, Directors completed an internally facilitated review
of the Board and each of its Committees. The review
concluded that Directors would benefit from more time in
meetings and the Non-Executive Directors would welcome
the opportunity to meet more often than scheduled
meetings. The 2021 Board programme has been extended
to include more employee engagement activities and Board
agendas have been lengthened to allow more time for
business presentations and briefings for Non-Executive
Directors with the Chair. The increased time commitment
required in 2020 is not expected to reduce in future, owing
to the Board’s increased focus on environmental, social and
governance issues, including stakeholder engagement.
An externally facilitated Board and Committee evaluation
will be conducted in 2021.
Governance | Nomination Committee report continued
Board succession and independence
The Nomination Committee takes a long-term view of Board
succession, which has been informed by the externally
facilitated Board Strategy Review in 2018 and refreshed
Board skills accordingly. In 2020, the Committee considered
current Board skills and the talent pipeline in light of the Board
approved Group strategic plan. All key roles currently have
recognised successors; additionally a number of individuals
have been identified with strong potential to join the Senior
Leadership Team and possibly the Board in the future.
Following the announcement that Robyn Perriss would
step down from the Board as Finance Director at the end
of June 2020, the Committee appointed Russell Reynolds
Associates, to conduct an external search for a suitable
candidate for the position of Chief Financial Officer. In
August, following an extensive search and interview process,
the Board considered the Chief Executive’s proposal to
appoint Alison Dolan, former Chief Strategy Officer at News
UK, as CFO and approved her appointment with effect from
7 September 2020. Each Non-Executive Director met
Alison online in advance of her start date. Russell Reynolds
Associates has no other connection with the Company or
any individual directors.
The Board has determined that all Non-Executive Directors
are independent in character and judgment and have
enough capacity to meet their commitments to Rightmove,
including during periods when greater involvement may be
required of them. Directors were all able to meet the extra
demands on the Board’s time in 2020, in response to the
coronavirus pandemic.
66 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Governance | Directors' remuneration report
Annual Statement by the Chair of the Remuneration Committee
Lorna Tilbian
Chair of the Remuneration Committee
Dear Shareholder
I am pleased to present our Directors’ Remuneration
Report for Rightmove (the Company) together with its
subsidiary companies (the Group) for the year ended
31 December 2020.
Our report explains the work of the Committee and how
it applied the Remuneration Policy, which was approved
by shareholders during the year. The Remuneration Policy
and its application is summarised in ‘Remuneration at a
glance’ below. Full details of the 2020 Remuneration
Policy can be found on the Company’s website at
www.plc.rightmove/investors/corporate-governance/
remuneration-policy.co.uk.
Remuneration priorities in 2020
The Committee’s key objective is to design and implement
a remuneration policy to attract, reward, retain and incentivise
our management team and wider workforce to deliver
Rightmove’s long-term business strategy. The Committee’s
focus in 2020 was to support the Board and management
team in a year of great uncertainty, to ensure that the interests
of our employees, customers and shareholders were taken
into consideration in a fair and balanced way.
The Company’s directors and the senior management team
offered to accept a 20% pay cut between April and July,
during which time around one third of Rightmove employees
were furloughed. In order to protect the Group’s liquidity
during the first lockdown, the Board elected to take a grant
of £750,000 from the Coronavirus Job Retention Scheme in
April, which was repaid in full in September, when the Group’s
trading position became more certain. Executive Directors’
bonuses for 2020 will be just 18.5% of the maximum award,
reflecting the significant impact on the Group’s results of
offering discounts to our customers.
Despite a year of uncertainty, we have maintained all
employee benefits, including an award of free shares under
the Share Incentive Plan and the annual Sharesave grant
of options. In addition, a small cash bonus was paid to all
employees (other than directors and senior managers
already in a bonus scheme) in December, in recognition of
the outstanding contribution our teams have made to the
business in the face of the extraordinary personal challenges
in the working and broader environment.
2020 performance and reward
The Committee’s key role is to ensure that Directors’
remuneration fairly reflects the overall performance of
the Group, through the achievement of pre-set
performance targets.
The Committee reviewed business performance against the
bonus plan objectives for 2020 and recommended an annual
bonus payment of 18.5% for Executive Directors. The bonus
level achieved primarily reflects the reduction in Group
revenue relative to 2019, which reduced adjusted operating
profit(1) below the threshold target. Likewise, the threshold
was not met for Other revenue growth nor for Tenant
Services. The remaining two targets were achieved:
audience growth in time spent on our platforms, compared
to time spent on Rightmove’s closest competitors, achieved
the maximum target; and the employee ‘great place to work’
satisfaction score(2) increased to 93% (2019: 81%),
exceeding the threshold of 90%.
In making its recommendation, the Committee considered
whether the performance measures and resulting bonus
calculation were a fair and reasonable outcome for 2020,
and if any bonus should be payable to Executive Directors.
It was discussed and agreed that as business performance
was strong in the second half of 2020, with the successful
unwinding of customer discounts, record traffic levels and
strong employee engagement, a bonus of 18.5% of the
maximum was an appropriate outcome in the context of
business performance, the shareholder experience and
our employees’ experience. Therefore, no discretion was
applied to this bonus outcome.
Despite the challenges arising from the coronavirus
pandemic in 2020, Rightmove has outperformed the market
over the three-year performance period from 1 January
2018 to 31 December 2020. Rightmove’s TSR growth over
that period exceeded the FTSE 350 Index by over 50%,
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 67
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors' remuneration report continued
resulting in 25% of the Performance Share Plan (PSP) awards
granted in 2018 vesting in March 2021 (the maximum award
relating to TSR performance). However, Rightmove’s
adjusted basic EPS(3) fell by 37% over the performance
period, reflecting the revenue loss from customer discounts,
which meant that the threshold target of 20% growth was
not achieved, the result of which is that 75% of the awards
will not vest. The Committee reviewed and received
verification of both performance conditions, set at the
beginning of the performance period, and believes the
overall outturn against the performance conditions is fair
and accurate.
period. These targets are considered to be demanding in
light of the current trading environment, the Group’s
starting position, internal financial planning and external
market expectations for future growth. In view of the
continued uncertainty facing Rightmove and our customers,
the targets are considered to be as stretching as previous
years and provide a realistic incentive at the lower end of the
performance range, but require exceptional performance to
achieve full vesting. On this basis, the Committee is satisfied
that the range of targets remains appropriately demanding,
and no less challenging than the range of targets set for
prior year awards.
2021 Remuneration
The Committee has approved a 1% increase in Executive
Directors’ salaries from 1 January 2021, in line with the
all-employee pay rise in accordance with the Policy and
no change to the range of benefits, described in the
2020 Remuneration Policy.
The 2021 Bonus plan targets have been adjusted and
weighted to align with key performance targets in the
business strategy. 80% of the bonus will be determined
by financial targets, compared to 70% in 2020. The Rental
Services target is now a financial measure and as such we
have increased its weighting by 5%, with a corresponding
reduction of 5% in the profit target. Both represent
challenging revenue generation targets to achieve in the
current trading environment:
• 60% (reduced from 65%) for a challenging operating profit
target above 2020;
• 15% for absolute growth in traffic, compared to our nearest
competitors;
• 10% for a stretching Other revenue(4) target above 2020;
• 10% (increased from 5%) for achieving a revenue target
for Rental Services; and
• 5% for employee engagement, based on our ‘Have Your
Say’ survey.
The Remuneration Committee has reviewed the weighting
of the EPS and TSR performance measures and the EPS
targets, which applied to the PSP awards granted in 2020,
to take account of the current economic uncertainty,
and to reflect current external consensus for the financial
measures. The Committee decided to increase the
percentage of the 2021 PSP awards that vest based on
relative TSR performance from 25% to 50% and reduce
the weighting of the EPS vesting condition from 75% to
50% of the awards.
With a view to ensuring that appropriately stretching but
achievable targets are set in light of market expectations
for the Group, the EPS growth ranges from threshold to
maximum have been set as 98% to 107% growth (i.e.
broadly doubling EPS) over the three-year performance
68 | RIGHTMOVE PLC | ANNUAL REPORT 2020
The Committee intends to review the weighting of the
performance measures and target ranges for future grants
to ensure they continue to be appropriately stretching,
taking into account internal and external forecasts and
overall market stability.
Employee remuneration and engagement
The Committee has received feedback on employee
sentiment during the year, including two ‘Have your Say’
surveys, an additional survey and feedback on employees’
experience of lockdown and frequent online all-employee
webinars. We have considered the need to balance rewards
for effort, which has been very high, with financial
performance, which has been hampered by the effects of
the pandemic. We have recommended management’s
proposal to continue and extend the Free Share award under
the Share Incentive Plan and offer Sharesave options for all
Group employees in 2020. The annual pay award for 2021
will be 1% for all employees and directors.
Shareholder engagement
I have written to investors holding in total over 50% of Rightmove
shares to inform them of these changes and to seek feedback.
Our major shareholders have supported these changes. I will also
be available at the AGM to answer any questions you may have
on the application of the Remuneration Policy in 2020 and its
proposed application in 2021.
Lorna Tilbian
Chair of the Remuneration Committee
26 February 2021
(1) Operating profit before share-based payments and NI on share-based incentives.
(2) Based on the number of employee respondents selecting ‘Yes’ as a response
to this question in the annual employee survey.
(3) Calculated using operating profit before share-based payments and NI on share-
based incentives with no related adjustment for tax. Prior year EPS has been
adjusted for the 10:1 share subdivision effective on 31 August 2018.
(4) Revenue excluding Agency and New Homes.
Governance | Remuneration at a glance
2020 Financial performance
Revenue
Operating profit(1)
Returns to shareholders
-29%
-37%
£30.1m
Pay and performance for 2020
The charts below show the actual remuneration for the Chief Executive Officer for 2020 and the Chief Financial Officer, from her
appointment in September 2020. The charts include data for salary, bonus and the LTIP (performance shares) granted in 2018,
with a performance period ending on 31 December 2020. The charts exclude data for benefits, pensions and the former Finance
Director’s remuneration, details of which can be found in the single remuneration figure table.
Chief Executive Officer – Peter Brooks-Johnson
Chief Financial Officer – Alison Dolan
(12 months’ remuneration)
(4 months’ remuneration)
£124.1
Maximum
£510.6
£893.6
£893.6
Maximum
£220.5
0
0
0
£
Actual
£477.7
£363.2
£165.3
Minimum
£510.6
0
0
0
£
Actual
£220.5
£40.8
£124.1
Minimum
£124.1
0
500
1000
1500
2000
2500
0
500
1000
1500
2000
2500
Salary
Bonus
LTIP
Salary
Bonus
LTIP
Annual bonus achievement – 18.5%
Long-term incentive plan performance – 25%
Performance Target
Operating profit
Growth in absolute time on
site in minutes relative to
our nearest competitors(1)
Threshold
£213.3m
Same
absolute
growth in
minutes
Innovation – growth in
Other revenue(2)
Tenant Services – number
of new independent agency
branches using Van Mildert
referencing in 2020
Employee survey
respondents who think
‘Rightmove is a great place
to work’
£2.0m
360
90%
Actual
£135.1m
Growth in time spent
on Rightmove,
increased by 12%
compared to
an 8% fall in
competitors’ traffic
Other revenue was
lower year on year
There was a net
reduction in the
number of branches
using Van Mildert
referencing
93%
Bonus %
achieved
0%
15.0%
Adjusted basic EPS(3)
EPS fell by 37% over three years,
missing the threshold of 20% growth;
this element of the 2018 PSP awards
will not vest in 2021.
Total Shareholder Return
25% out of a maximum of 25%
for this element of the 2018 PSP
awards will vest as relative three-
year TSR performance exceeded
the FTSE 350 index by over 50%.
Adjusted basic EPS(3)
0%
0%
3.5%
Total Shareholder Return
Shareholder alignment
Shareholding guidelines
200% of salary for all Executive
Directors
Proportion of variable awards
received in shares
80% of performance-related pay
for 2020 was awarded in Rightmove
shares
(1) Time in minutes spent on Rightmove platforms, measured by comScore, relative to our
nearest competitors.
(2) Other business revenue is all revenue excluding Agency and New Homes.
(3) Calculated using operating profit before share-based payments and NI on share-based
incentives with no related adjustment for tax.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 69
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSPence per shareSource: Rightmove Source: Thomson Reuters67% out of a maximum 75% of 2016 PSP awards vest on achievement of three-year EPS growth of 51%.0510152016.320.212.92017201820202019Underlying basic EPS(2)18.3Value £ Dec 2017Dec 2018Dec 2019Dec 2020Total shareholder return Rightmove FTSE 100 FTSE 350This graph shows the value, by 31 December 2020, of £100 invested in Rightmove on 31 December 2017, compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on the same date.-3%+48%-5%6080100120140160Pence per shareSource: Rightmove Source: Thomson Reuters67% out of a maximum 75% of 2016 PSP awards vest on achievement of three-year EPS growth of 51%.0510152016.320.212.92017201820202019Underlying basic EPS(2)18.3Value £ Dec 2017Dec 2018Dec 2019Dec 2020Total shareholder return Rightmove FTSE 100 FTSE 350This graph shows the value, by 31 December 2020, of £100 invested in Rightmove on 31 December 2017, compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on the same date.-3%+48%-5%6080100120140160 Governance | Directors’ remuneration report continued
2020 Remuneration Policy
Base salaries
Pension
Policy
Application
Executive Directors will normally receive
inflationary adjustments to salaries in line with
wider workforce increases
Rightmove contributes 6% of base salary, subject
to an employee contributing a minimum of 3% of
base salary
Annual bonus and Deferred Share Bonus Plan
(DSP)
Maximum 175% of salary, with 40% cash and 60%
deferred into Company shares for two years
Performance Share Plan (PSP)
Awards granted at 175% of salary. Introduction of
two-year post-vesting holding period
Executive Directors will receive a 1% pay rise in line
with the wider workforce from 1 January 2021
The CEO and former Finance Director elected not
to participate in the Group pension plan during the
year. The current CFO joined the Group pension
scheme, on the same terms as all employees, in
December 2020
Directors’ 2019 bonus awarded in March 2020
based on a maximum of 125% of salary. The
CEO and CFO will be awarded cash and deferred
bonuses for 2020 in March 2021 based on a
maximum of 175% of salary with 60% deferred
into shares
The CEO and CFO were granted awards in
September 2020, based on the three-year
performance period from 1 January 2020 to
31 December 2022 at 175% of salary,
exercisable from September 2025
Malus and Clawback
Enhanced malus and clawback apply to DSP and
PSP awards
Applied to the 2020 PSP award and will be applied
to the 2021 PSP and DSP awards
Shareholding Guidelines
200% of basic salary
Post cessation shareholding requirements
Non-executive director fees (including the
Company Chair and additional fees for chairing
Board Committees)
A two-year post-employment holding period will
apply to share awards granted from May 2020, with
100% of the shareholding requirement (or actual
holding, if lower) retained for the first year, and
50% for the second year
The fees for Non-Executive Directors are reviewed
periodically (normally every three years). Fee levels
reflect the responsibility, skills and knowledge
required to perform each role and the expected
time commitment
–
–
A fee review and benchmarking of all roles was
completed in early 2021. The Senior Independent
Director’s fee was increased to £10,000, in line
with the additional commitments of that role. It
was also agreed that an all employee increase of
1% would be added to all non-executive director
fees in 2021
70 | RIGHTMOVE PLC | ANNUAL REPORT 2020
External advisors
Deloitte LLP (Deloitte) is the Committee’s remuneration
advisor. Deloitte is a member of the Remuneration
Consultants Group and has signed up to its Code of Conduct.
In 2020, the Company paid fees of £17,500 to Deloitte
in respect of services to the Committee. The Committee
reviews its relationship with external advisors on a regular
basis and is satisfied that there are no conflicts of interest.
Aside from other remuneration-related support provided
in their role as advisors that was not considered to be of
material assistance to the Committee (e.g. provision
of accounting fair values for Rightmove share awards),
Deloitte did not provide any other services to the
Company during the year.
What has the Committee done during the year?
The Committee considered and, where appropriate,
approved key remuneration items including:
Pay and incentive plan reviews
• annual review and approval of Executive Directors’ base
salaries and benefits;
• review of 2020 business performance against relevant
performance targets to determine annual bonus payments
and vesting of long-term incentives;
• review and approval of appropriate benchmarks and
performance measures for the annual performance-
related bonus and 2021 PSP awards to ensure measures
are aligned with strategy and that targets are achievable
and appropriately stretching;
• approval of share awards granted in March under the
DSP and in September 2020 under the PSP;
• recommend the remuneration package for the new
Chief Financial Officer, Alison Dolan; and
• ongoing monitoring of remuneration for the Senior
Leadership Team.
Annual Report on Remuneration
Remuneration Committee purpose and membership
Terms of reference
The Committee is primarily responsible for making
recommendations to the Board on the Company’s
overall remuneration policy and framework, setting the
remuneration of the Chair, Executive Directors and the
Senior Leadership Team. The Committee’s primary
objective in formulating and applying the Remuneration
Policy is the effective recruitment, retention and fair
reward of directors and employees.
In accordance with the Code, the Committee also
recommends the structure, and monitors the level of
remuneration for management, below Board level. The
Committee is aware of, and advises on, the employee benefit
structures throughout the Group and ensures that it is kept
aware of any potential business risks arising from those
remuneration arrangements. The remuneration and terms
of appointment of the Non-Executive Directors are
determined by the Board as a whole.
The Committee has formal terms of reference which are
reviewed annually and updated as required. These are
available on the Company’s website at plc.rightmove.co.uk.
Membership
The following independent Non-Executive Directors were
members of the Committee during 2020:
Lorna Tilbian (Chair of the Committee)
Rakhi Goss-Custard
Jacqueline de Rojas
The Committee met seven times during 2020 and
attendance at meetings is shown in the Corporate
Governance Report. The Committee will meet as necessary,
but normally at least five times a year. The quorum for
meetings of the Committee is two members. The Company
Secretary acts as Secretary to the Committee.
Only members of the Committee have the right to attend
Committee meetings. The Committee Chair has invited
the Chair of the Board to attend meetings except during
discussions relating to his own remuneration. The CEO
is also invited to meetings when the Committee is
considering his recommendations on the remuneration
of the Chief Financial Officer and the Senior Leadership
Team. No Executive Director is involved in deciding their
own remuneration.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 71
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ remuneration report continued
Governance and strategy
• review of the 2020 AGM voting and feedback from
institutional investors;
• engagement with shareholders on the application of the
2020 Remuneration Policy in 2021;
• review and approval of the Directors’ Remuneration Report;
• evaluation of the Committee’s performance during the
year; and
• review of the Committee’s terms of reference.
Remuneration Policy
In formulating the Remuneration Policy approved by
shareholders in 2020 (‘the 2020 Policy’), the Committee
considered the following principles recommended in
the Code:
• Clarity – the 2020 Policy is designed to allow our
remuneration arrangements to be structured in a way that
clearly supports the financial objectives and the strategic
priorities of the Group. The Committee remains committed
to reporting on Rightmove’s remuneration practices in a
transparent, balanced and straightforward way.
• Simplicity – the 2020 Policy consists of three main
elements: fixed pay (salary, benefits and pension), an annual
bonus award and a long-term incentive award. The annual
bonus award is based on a combination of our financial and
operational KPIs. The vesting of LTIP awards is based on
EPS growth and relative TSR performance.
• Risk – the 2020 Policy is in line with Rightmove’s risk
appetite. The Committee has the discretion to reduce
variable pay outcomes where these are not considered to
represent overall Group performance or the shareholder
experience. Over half (60%) of bonus awards are deferred
into shares, and vested shares under the LTIP must be
retained for a further two years, ensuring that Executive
Directors are motivated to deliver longer-term sustainable
performance.
• Predictability – the Committee considers the impact of
various performance outcomes on incentive levels when
determining overall executive pay levels.
• Proportionality – a substantial portion of the package
comprises performance-based reward, linked to the
delivery of strong Group performance and the
achievement of key strategic objectives. The Committee
will use its discretion where required to ensure that
performance outcomes are appropriate.
• Alignment to culture – in determining executive
remuneration policies and practices, the Committee
considers the overall remuneration framework for our
wider workforce as part of its review, including employee
engagement and satisfaction levels, succession plans
including diversity, to ensure executive remuneration is
aligned to Rightmove’s culture.
72 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Directors’ remuneration
This section of the report sets out how the 2020 Policy was applied in 2020, along with changes in Directors’ share interests
during 2020. Information that is audited is clearly indicated.
Directors’ Single Figure Remuneration Tables (audited)
The remuneration of the Directors of the Company during 2020 for time served as a Director is as follows:
Fixed Pay
Performance-related pay
Salary/ fee(1)
£
Benefits(2)
£
Pension(3)
£
Fixed pay
subtotal
£
Annual
bonus(4)
£
Long-term
incentives(5)
£
Variable pay
subtotal
£
Total
remuneration
in 2020
£
Executive Directors
Peter Brooks-Johnson
477,736
2,224
–
479,960
165,312
363,176
528,488
1,008,448
Alison Dolan(6)
Robyn Perriss(7)
Non-Executive Directors(8)
Andrew Fisher
Jacqueline de Rojas
Rakhi Goss-Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
124,091
–
1,950
126,041
40,793
–
40,793
166,834
165,868
1,244
187,121
56,136
51,458
65,492
65,492
51,458
–
–
–
–
–
–
–
–
–
–
–
–
–
167,112
23,747
197,970
221,717
388,829
187,121
56,136
51,458
65,492
65,492
51,458
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
187,121
56,136
51,458
65,492
65,492
51,458
(1) All directors volunteered a 20% reduction in their salaries and fees for four months (April to July 2020); a total reduction of £83,228.
(2) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(3) Alison participated in the Rightmove pension scheme on the same terms as all employees.
(4) The annual bonus amount relates to the accrued payment in respect of the full year results for the year ended 31 December 2020 including the deferred element
(60% of the annual bonus is deferred in shares with a two-year vesting period).
(5) The value of the long-term incentives includes:
• nil cost PSPs where vesting is calculated by taking the number of nil cost options expected to vest in March 2021 (including dividend roll-up), which are subject to the
three-year performance period, ending on 31 December 2020, multiplied by the year end closing share price of £6.51, and
• the capital gain of £8,791 on the CEO’s Sharesave option which vested on 1 November 2020, is the difference between the option grant price of £3.29 (adjusted for
the share subdivision) and £6.51, being the market value of shares at 31 December 2020.
The increase in the value of the PSP awards vesting in 2020, due to share price appreciation, was £136,951 for the CEO and £76,505 for the former Finance Director.
(6) Salary and benefits for four months from 7 September 2020.
(7) Salary and benefits are shown to 30 June 2020, being the period of Robyn’s service as a Director; her bonus and performance shares were pro-rated to 30 June 2020.
(8) The basic fee for all Non-Executive Directors (excluding the Chair) in 2020 was £55,000; Committee Chairs (excluding Nomination Committee) received an additional
fee of £15,000, and the Senior Independent Director received an additional fee of £5,000. The Chair’s fee is £200,000. All fees were subject to a voluntary 20%
reduction for four months, from April to July 2020.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 73
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
The remuneration of the Directors of the Company during 2019 (audited) was:
Fixed Pay
Performance-related pay
Salary/ fee
£
Benefits(1)
£
Fixed pay
subtotal
£
Annual
bonus(2)
£
Long-term
incentives(3)
£
Variable pay
subtotal
£
Total
remuneration
in 2019
£
500,605
2,407
503,012
406,742 1,246,005 1,652,747
2,155,759
359,552
1,420
360,972
292,136
897,471 1,189,607
1,550,579
58,207
55,000
70,000
64,620
32,083
185,000
27,174
–
–
–
–
–
–
–
58,207
55,000
70,000
64,620
32,083
185,000
27,174
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
58,207
55,000
70,000
64,620
32,083
185,000
27,174
Executive Directors
Peter Brooks-Johnson
Robyn Perriss
Non-Executive Directors(4)
Jacqueline de Rojas(5)
Rakhi Goss-Custard
Andrew Findlay(6)
Lorna Tilbian(7)
Amit Tiwari(8)
Scott Forbes
Peter Williams(9)
(1) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(2) The annual bonus amount relates to the accrued payment in respect of the full year results for the year ended
31 December 2019 including the deferred element (60% of the annual bonus is deferred in shares with a two-year vesting period).
(3) The value of the long-term incentives includes:
• nil cost PSPs where vesting is calculated by taking the number of nil cost options expected to vest in March 2020 (including dividend roll-up), which are dependent
on the three-year performance period ended 31 December 2019 and multiplying by the year end closing share price of £6.34; and
• the capital gain of £6,375 on the Sharesave option exercised by the CEO in March 2019, which reflects the difference between the option grant price of £2.96
(adjusted for the share subdivision in August 2018) and £5.06, being the market value of shares on exercise.
The increase in the value of PSP awards vesting in 2019 due to share price appreciation was £452,401 for the CEO and £331,877 for the Finance Director.
(4) The basic fee for all Non-Executive Directors (excluding the Chair) rose from £50,000 in 2018 to £55,000 from 1 January 2019. Committee Chairs (excluding
Nomination Committee) received an additional fee of £15,000, and the Senior Independent Director received an additional fee of £5,000. The Chair’s fee rose
from £170,000 in 2018 to £185,000 in 2019.
(5) Fee as a Non-Executive Director to 10 May 2019, and as Senior Independent Director thereafter.
(6) Fee as a Non-Executive Director and Audit Committee Chair in 2019.
(7) Fee as a Non-Executive Director to 10 May 2019, and as Remuneration Committee Chair thereafter.
(8) Fee for seven months from appointment on 1 June 2019.
(9) Fee for the period to retirement on 10 May 2019.
Defined contribution pension
The Group operates a stakeholder pension plan for employees under which Rightmove contributes 6% of base salary,
subject to the employee contributing a minimum of 3% of base salary. Alison Dolan elected to join the Group pension
plan in December 2020, on the same basis as all employees. The Company does not contribute to any personal pension
arrangements.
External appointments
With the approval of the Board in each case, Executive Directors may accept one external appointment as a non-executive
director of another listed or similar company and retain any fees received.
Peter Brooks-Johnson is a Non-Executive Director of Adevinta ASA, the international online classifieds operation, which
is listed on the Oslo Børs. Peter received a director’s fee of €72,000 from Adevinta for the year to 31 December 2020
(2019: 597,000 Norwegian Krone).
74 | RIGHTMOVE PLC | ANNUAL REPORT 2020
How was pay linked to performance in 2020?
Annual bonus plan
The incentive for the financial year ended 31 December 2020 was in the form of a cash bonus of up to 70% of salary and
a DSP bonus of up to 105% of salary (i.e. 175% in total awarded under the 2020 Policy). The bonus, both cash and DSP
elements, was determined by a mixture of operating profit performance (65%) and key performance indicators (35%)
relating to underlying drivers of long-term revenue growth.
When comparing performance against the 2020 bonus targets set, the Committee determined that 18.5% of the maximum
achievable cash and DSP bonus should be paid to the Executive Directors in March 2021. Accordingly, a cash bonus of 13%
of base salary (out of a maximum of 70%) will be paid to the executives and 19% of base salary (out of a maximum of 105%)
will be granted to the Executive Directors under the DSP, which will be deferred until March 2023.
Details of the achievement of bonus targets are provided in the following table:
Measure
Target
As a % of
maximum bonus
opportunity
Actual performance achieved
Resulting
bonus
% achieved
Financial targets
Operating profit
Strategic targets
Traffic market share
Other business
revenue(1)
Tenant Services(2)
Growth in operating profit:
• £10m: 25% payout
• £21.4m: 100% payout
Growth in time in minutes spent on
Rightmove platforms as measured
by comScore relative to Rightmove’s
nearest competitors:
• Same absolute growth: 25% payout
• 50% higher absolute growth:
100% payout
• Growth of £5.0m: 25%
• Growth of £6.5m: 100%
The number of new independent
agency branches using Van Mildert
referencing in 2020:
• 360 branches: 25% payout
• 480 branches: 100% payout
Employee engagement(3) Percentage of respondents to
the employee survey who say
‘Rightmove is a great place to work’:
• 90%: 25% payout
• 95%: 100% payout
65% Operating profit was lower year
0%
on year
15% Growth in time in minutes spent on
Rightmove platforms year on year
was 12%, compared to a fall in time
spent on our nearest competitors’
platforms
10% Revenue was lower year on year
5% There was a net reduction in the
number of branches using Van
Mildert referencing
15.0%
0%
0%
5% 93% of respondents say
3.5%
‘Rightmove is a great place to work’
Total
100%
18.5%
(1) Revenue excluding Agency and New Homes.
(2) Referencing services provided by Van Mildert Landlord and Tenant Protection Limited.
(3) Based on the results of the annual employee engagement survey.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 75
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
Long-term incentives vesting during the year
The PSP awards granted to Peter Brooks-Johnson and
Robyn Perriss in March 2018 were subject to adjusted EPS
(75% of the awards) and relative TSR (25% of the awards)
performance conditions that related to the three-year
period ended 31 December 2020. The vesting schedule
for the relative TSR element of the 2018 PSP awards is set
out below:
Share awards granted during the year (audited)
On 17 September 2020 Peter Brooks-Johnson and Alison
Dolan were awarded shares under the PSP, which vest in
September 2023, and are subject to a mixture of EPS
(75% of the awards) and TSR relative to the FTSE 350 Index
(25% of the awards) performance with the greater weighting
on EPS to reflect its particular relevance to the performance
of the business.
Relative TSR condition
Less than the Index
Equal to the Index
25% higher than the Index
% of award vesting
(maximum 25%)
Executive Director
Basis of
grant
Number
of shares
Face value
of award(1)
0%
Peter Brooks-Johnson
6.25%
25%
Alison Dolan
175% of
base salary
175% of
base salary
143,034
£893,580
84,970(2)
£530,833
Intermediate performance
Straight-line vesting
At the end of the performance period, Rightmove’s TSR
was 48% compared to -3% for the FTSE 350 Index. This
performance is over 50% above the Index and therefore this
part of the award will vest at the maximum level of 25% on
28 February 2021.
Rightmove’s adjusted basic EPS growth is measured over a
period of three financial years (2018 to 2020); the vesting
schedule is set out below:
Basic adjusted EPS growth from
2018 to 2020
Less than 20%
20%
50%
% of award vesting
(maximum 75%)
0%
18.75%
75%
Between 20% and 50%
Straight-line vesting
At the end of the performance period, adjusted basic EPS
was 12.9p which is 37% lower than basic adjusted EPS of
16.3p for the base year 2017. Therefore, there will be nil
vesting for this part of the award (maximum of 75%).
76 | RIGHTMOVE PLC | ANNUAL REPORT 2020
(1)
(2)
Based on the average mid-market share price for the three consecutive days
prior to grant, taken from the Daily Official List, of £6.25.
Alison Dolan’s PSP award was prorated by 28/36 for time employed during the
performance period (7 September 2020 to 31 December 2022).
The vesting schedule for the relative TSR element of
Executive Directors’ 2020 PSP awards is set out below.
It is consistent with the TSR condition used for previous
grants under the share option plan and will be assessed
against the FTSE 350 Index. Performance will be
measured over three financial years.
Relative TSR condition
Less than the Index
Equal to the Index
25% higher than the Index
% of award vesting
(maximum 25%)
0%
6.25%
25%
Intermediate performance
Straight-line vesting
Rightmove’s EPS growth will be measured over a period of
three financial years (2020-2022). The EPS figure used will
be equivalent to the Group’s basic EPS (based on the
Group’s operating profit).
The following vesting schedule will apply for Executive
Directors’ awards granted in 2020:
Basic EPS growth from
2020 to 2022
Less than 14%
14%
44%
% of award vesting
(maximum 75%)
0%
18.75%
75%
Between 14% and 44%
Straight-line vesting
The benchmark basic EPS for the financial year 2019 from
which these targets will be measured is 19.6p.
Share–based incentives held by the Executive Directors and not exercised as at 31 December 2020 (audited)
)
1
(
0
2
0
2
y
r
a
u
n
a
J
1
i
i
d
n
e
d
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d
/
d
e
t
n
a
r
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l
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h
s
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v
i
t
n
e
c
n
i
d
e
t
n
a
r
g
e
t
a
D
d
e
s
a
b
–
e
r
a
h
S
Executive Directors
Peter Brooks–Johnson
p
u
–
l
l
o
r
)
1
(
e
c
i
r
p
e
s
c
r
e
x
E
i
i
d
e
s
c
r
e
x
E
e
c
i
r
p
e
r
a
h
s
e
g
a
r
e
v
A
i
e
s
c
r
e
x
e
f
o
e
t
a
d
t
a
128,532
–
£0.00
(128,532)(2)
01/03/2016
(PSP)
01/03/2017
(PSP)
09/05/2017
(PSP)
01/10/2017
(Sharesave)
28/02/2018
(DSP)
28/02/2018
(PSP)
01/10/2018
(Sharesave)
06/03/2019
(DSP)
06/03/2019
(PSP)
04/03/2020
(DSP)
17/09/2020
(PSP)
30/09/2020
(Sharesave)
£0.00
(42,490)(4)
186,910
6,297(3)
£0.00
34,570
1,165(3)
£0.00
2,730
42,490
212,310
2,313
56,498
204,746
–
–
–
–
–
–
£3.29
£0.00
£3.89
£0.00
£0.00
–
–
–
39,282(5)
£0.00
143,034(6)
£0.00
1,754(7)
£5.13
–
–
–
–
–
–
–
–
–
–
l
t
a
d
e
h
s
e
v
i
t
n
e
c
n
i
0
2
0
2
r
e
b
m
e
c
e
D
1
3
e
t
a
d
g
n
i
t
s
e
V
e
t
a
d
y
r
i
p
x
E
–
01/03/2019 28/02/2021
d
e
s
a
b
–
e
r
a
h
S
d
e
s
p
a
L
–
(28,037)
165,170
01/03/2020 28/02/2022
(5,186)
30,549
09/05/2020 08/05/2022
–
–
–
–
–
–
–
–
–
2,730
01/11/2020 30/04/2021
–
28/02/2020 27/02/2021
212,310
28/02/2021 27/02/2023
2,313
01/11/2021 30/04/2022
56,498
06/03/2021 05/03/2022
204,746
06/03/2022 05/03/2024
39,282
04/03/2022 03/03/2023
143,034
17/09/2023 17/09/2027
1,754
01/11/2023 30/04/2024
–
–
–
–
–
–
–
–
–
–
–
–
Total
871,099
191,532
–
(171,022)
–
(33,223) 858,386
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 77
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ remuneration report continued
d
e
t
n
a
r
g
e
t
a
D
d
e
s
a
b
–
e
r
a
h
S
Alison Dolan
17/09/2020
(PSP)
30/09/2020
(Sharesave)
Total
l
d
e
h
s
e
v
i
t
n
e
c
n
i
0
2
0
2
y
r
a
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–
–
–
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i
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r
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p
u
–
l
l
o
r
e
c
i
r
p
e
s
c
r
e
x
E
i
84,970(6)
£0.00
3,508(7)
£5.13
88,478
–
e
c
i
r
p
e
r
a
h
s
e
g
a
r
e
v
A
i
e
s
c
r
e
x
e
f
o
e
t
a
d
t
a
–
–
–
i
d
e
s
c
r
e
x
E
–
–
–
d
e
s
p
a
L
–
–
–
0
2
0
2
r
e
b
m
e
c
e
D
1
3
e
t
a
d
g
n
i
t
s
e
V
e
t
a
d
y
r
i
p
x
E
l
t
a
d
e
h
s
e
v
i
t
n
e
c
n
i
d
e
s
a
b
–
e
r
a
h
S
84,970
17/09/2023 17/09/2027
3,508
01/11/2023 30/04/2024
88,478
(1) The Company’s ordinary shares of 1 pence each were divided into 10 new ordinary shares of 0.1 pence each on 31 August 2018. The exercise prices and the number
of shares under options granted before 31 August 2018 have been restated for the share subdivision.
(2) The nil cost performance shares awarded to Executive Directors under the PSP on 1 March 2016 vested in 2019 subject to EPS and relative TSR performance
measures, which were met in full. Peter Brooks-Johnson exercised the nil cost option over 128,532 shares (which included a dividend roll-up of 4,773 shares)
on 14 September 2020 and sold all the shares at an average market price of £6.15 per share.
(3) The nil cost performance shares awarded to Peter Brooks-Johnson under the PSP on 1 March and 9 May 2017 vested in 2020 subject to EPS and relative TSR
performance measures. 85% of the awards vested, resulting in options over 33,210 shares lapsing (28,037 in March and 5,186 in May 2020).
(4) The nil cost deferred shares granted under the DSP on 28 February 2018 vested in February 2020. Peter Brooks-Johnson exercised a nil cost option over 42,490
shares on 14 September 2020 and sold all the shares at an average market price of £6.15 per share.
(5) On 4 March 2020, the Executive Directors were awarded nil cost deferred shares under the DSP, which vest in March 2022. The average mid-market share price for
the three consecutive preceding days, used to calculate the number of shares awarded, was £6.21.
(6) On 17 September 2020 the Executive Directors were awarded nil cost performance shares under the PSP, which vest in 2023 and are exercisable in September 2025.
The average mid-market share price for the three consecutive preceding days, used to calculate the number of shares awarded, was £6.25.
(7) On 30 September 2020, Peter Brooks-Johnson and Alison Dolan were granted Sharesave options over 1,754 and 3,508 shares respectively at an exercise price
of £5.13. The options will be exercisable from November 2023.
Dilution (audited)
All existing executive share-based incentives can be satisfied from shares held in the Rightmove Employees’ Share Trust
(EBT) and shares held in treasury. It is intended that the 2021 share-based incentive awards will also be settled from shares
currently held in the EBT or from shares held in treasury without any requirement to issue further shares.
During 2020, treasury shares were used to satisfy vested DSP and PSP awards over 74,820 shares, representing 0.01% of
the issued share capital (less treasury shares) as at 31 December 2020.
78 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Directors’ interests in shares (audited)
The beneficial and family interests of each person who served as a Director during 2020 in the share capital of the Company
were as follows:
Interests in ordinary shares of 0.1p
Interests in share–based incentives
At
31 December 2020
At
1 January 2020(1)
PSP & DSP
awards
(unvested)
PSP & DSP
awards (vested
but unexercised)
2,014,553
2,014,553
–
–
267,991
267,991
655,870
84,970
368,338
20,000
1,880
5,440
–
–
–
–
1,880
5,440
–
–
–
–
–
–
–
–
–
195,692
–
–
–
–
–
–
–
–
Options
(unvested)
4,067
3,508
–
–
–
–
–
–
–
2,309,864
2,289,864
1,109,178
195,692
7,575
Executive Directors
Peter Brooks–Johnson
Alison Dolan
Robyn Perriss
Non–Executive Directors
Andrew Fisher
Jacqueline de Rojas
Rakhi Goss–Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
Total
(1) Or date of appointment where later.
• The Company’s shares in issue (including 13,285,490 shares held in treasury) as at 31 December 2020 comprised
886,387,616 ordinary shares of 0.1p each (2019: 891,416,008 ordinary shares of 0.1p each).
• The closing share price of the Company was £6.51 as at 31 December 2020. The lowest and highest share prices during
the year were £4.00 and £7.01 respectively.
• The Executive Directors are regarded as being interested, for the purposes of the Act, in 1,395,476 ordinary shares of
0.1p each (2019: 2,208,362 ordinary shares of 0.1p each) in the Company held by the EBT at 31 December 2020 as they are,
together with other employees, potential beneficiaries of the EBT.
• The Directors’ beneficial holdings represented 0.23% of the Company’s shares in issue as at 31 December 2020
(2019: 0.50%), excluding shares held in treasury.
• There have been no changes to the share interests of continuing Directors between the year-end and the date of this report.
Share ownership guidelines (audited)
Executive Director share ownership guidelines are set out in the Remuneration Policy on the Company’s website. The
interests of the Executive Directors in office at 31 December 2020 in the share capital of the Company as a percentage of
base salary were as follows:
Number of
shares held
beneficially at
31 December 2020
Number of
vested,
unexercised
share awards
Base salary
1 January 2021
Value of
shares at
31 December 2020(1)
Value of
shares as a %
of base salary
Guideline met
(200% of salary)
Executive Directors
Peter Brooks–Johnson
£515,724
2,014,553
198,422
£14,406,467
2,793%
Alison Dolan
£393,900
0
0
£0
0%
Yes
No(2)
(1) Based on the closing share price on 31 December 2020: £6.51 per share; multiplied by the number of beneficially owned shares plus vested share awards and shares
under awards no longer subject to performance on a net of tax basis.
(2) Executive Directors are required to retain at least half of any share awards vesting or exercised (after selling sufficient shares to meet the exercise price and to pay any
tax liabilities due) until they have met the shareholding guideline.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 79
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
Payments to past Directors and payments for loss of office
There were no payments to past Directors for loss of office during 2020.
Robyn Perriss, Finance Director, stepped down from the Board on 30 June 2020 and her notice period ended on
8 November 2020. Robyn was entitled to receive her base salary and other contractual benefits, including health and
medical insurance during her notice period.
Share–based incentives
Robyn’s outstanding share awards have been treated in accordance with Rightmove’s 2020 Remuneration Policy.
Rightmove Performance Share Plan (PSP)
Unvested PSP awards were pro-rated for time elapsed from the date of grant to 30 June 2020 and vest on the original
vesting dates. These awards will be exercisable for 12 months from the original vesting dates. Details of the PSP award
exercised in 2020 and unexercised awards are set out in the table below. The 2018 PSP award was also pro-rated to 25% for
achievement of TSR and EPS performance criteria; the 2019 award is shown as the maximum potential vesting, without any
reduction for EPS and TSR performance conditions:
Award Date
1 March 2017
28 February 2018
6 March 2019
Performance
Period
1 January 2017 to
31 December 2019
1 January 2018 to
31 December 2020
1 January 2019 to
31 December 2021
Normal
Vesting Date
1 March 2020
28 February 2021
6 March 2022
Award
(number of shares)
Pro–rated award
(number of shares)
160,290
141,646(1)
152,490
147,056
30,420(2)
65,358(3)
All awards are subject to EPS and TSR performance conditions on vesting, before dividend roll-up is applied.
(1) The 2017 PSP award was pro-rated for 85% EPS and TSR performance and Robyn Perriss exercised a nil cost option over 141,646 shares (including the dividend roll up
of 5,400 shares) on 7 August 2020 at a market value of £6.33 per share.
(2) Pro-rated by 28/36 for time elapsed from grant and by 25% for performance.
(3) Pro-rated by 16/36 for time elapsed from grant.
No performance shares were awarded in 2020.
Rightmove Deferred Share Bonus Plan (DSP)
DSP awards granted in respect of prior years’ performance will vest in full on the original vesting dates and be exercisable for
12 months.
Award Date
Performance Period
Normal Vesting Date
Award (number of shares)
28 February 2018
1 January 2017 to 31 December 2017
28 February 2020
6 March 2019
4 March 2020
1 January 2018 to 31 December 2018
1 January 2019 to 31 December 2019
6 March 2021
4 March 2022
32,360
40,579
28,213
No DSP shares were awarded in respect of 2020. Details of Robyn’s salary, benefits and cash bonus for 2020 are shown in the
Directors’ Single Figure Remuneration Table above.
80 | RIGHTMOVE PLC | ANNUAL REPORT 2020
60
7
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Review of past performance
Share price performance
The Company’s share price ended the year at £6.51, up 2.7% year on year, compared to the FTSE 100 Index which was down
160
+48%
14.3% and the FTSE 350 Index was down 13%. On a three-year basis the share price has increased by 44.6% and the FTSE
150
100 and FTSE 350 Indices fell by 16.0% and 13.5% respectively. Rightmove’s Total Shareholder Return performance relative
140
to those indices over three and ten years is shown in the graphs below.
130
120
Total shareholder return (TSR)
110
The first graph below compares the TSR of Rightmove’s shares against the FTSE 100 Index and the FTSE 350 Index for
100
the three-year period from 1 January 2018 to 31 December 2020. TSR is the product of movements in the share price plus
dividends reinvested on the ex-dividend date. TSR provides a useful, widely used benchmark to illustrate the Company’s
performance over the last three years. Specifically, it illustrates the value of £100 invested in Rightmove’s shares and in
the FTSE 100 Index and the FTSE 350 Index over that period.
-3%
-5%
80
90
70
0
2
c
e
D
9
1
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e
D
8
1
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As required by the Act, the Company’s TSR performance is shown against a recognised broad-based share index;
the FTSE 100 and the FTSE 350 indices are both considered appropriate comparators.
Rightmove
FTSE 100
FTSE 350
Source: Thomson Reuters
The graphs below illustrate, for statutory purposes, the TSR of Rightmove’s shares against the FTSE 100 Index and
the FTSE 350 Index for the three and ten years to 31 December 2020.
This graph shows the value, by 31 December 2020, of £100 invested in Rightmove on 31 December 2017,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
TSR Graph – three years
160
150
140
130
120
110
100
90
80
70
60
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+48%
-3%
-5%
0
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9
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Rightmove
FTSE 100
FTSE 350
Source: Thomson Reuters
This graph shows the value, by 31 December 2020, of £100 invested in Rightmove on 31 December 2017,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
TSR Graph – ten years
1200
1000
800
600
400
200
0
1200
1000
800
600
400
200
0
0
1
c
e
D
1
1
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+836%
+70%
+60%
0
2
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e
D
Rightmove
FTSE 100
FTSE 350
Source: Thomson Reuters
This graph shows the value, by 31 December 2020, of £100 invested in Rightmove on 31 December 2010,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 81
0
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1
1
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2
1
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3
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4
1
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5
1
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6
1
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7
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8
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9
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Rightmove
FTSE 100
FTSE 350
Source: Thomson Reuters
This graph shows the value, by 31 December 2020, of £100 invested in Rightmove on 31 December 2010,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
+836%
+70%
+60%
0
2
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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ remuneration report continued
Total remuneration for the Chief Executive Officer
The table below shows the total remuneration figure for the Chief Executive Officer over a ten-year performance period.
The total remuneration figure includes the annual bonus and long-term incentive awards that vested based on performance
in those years.
Year
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
Executive
Peter Brooks–Johnson
Peter Brooks–Johnson
Peter Brooks–Johnson
Peter Brooks–Johnson(1)
Nick McKittrick(1)
Nick McKittrick
Nick McKittrick
Nick McKittrick
Nick McKittrick
Ed Williams(2)
Ed Williams
Ed Williams
Total single
figure £
Annual bonus outturn
(% of maximum)
Long–term
incentive outturn
(% of maximum)
1,008,440
2,155,759
1,490,178
504,557
1,223,443
2,126,923
2,300,349
1,599,610
531,371
1,531,515
2,219,882
4,934,942
18.5%
65%
78%
60%
n/a
92%
100%
70%
85%
n/a
90%
100%
25%
85%
67%
100%
100%
100%
100%
92%
100%
100%
100%
100%
(1) Nick McKittrick was Chief Executive Officer and a Director until 9 May 2017 and retired from Rightmove on 30 June 2017. Peter Brooks-Johnson was appointed
Chief Executive Officer on 9 May 2017.
(2) Ed Williams was Chief Executive Officer until his retirement on 30 April 2013. Nick McKittrick was appointed Chief Executive Officer at this time.
Percentage change in the remuneration of Directors compared with employees
The table below sets out the percentage change in the remuneration of all the Directors of the Company compared with
the average of all employees between 2019 and 2020, based on the figures shown in the single figure tables above.
% increase/(decrease) in remuneration of the Directors
compared with the avereage of all employees between 2019 and 2020
Peter Brooks–Johnson
Alison Dolan(2)
Robyn Perriss(3)
Andrew Fisher(4)
Jacqueline de Rojas
Andrew Findlay
Rakhi Goss–Custard
Lorna Tilbian(5)
Amit Tiwari(6)
Employees
Salary or fees
(4.6)%
–
(17.8)%
1.1%
(3.6)%
(6.4)%
(6.4)%
1.3%
60.4%
(0.8)%
Benefits
(7.6)%
–
(12.4)%
–
–
–
–
–
–
Bonus
(83.7)%
–
(91.9)%
–
–
–
–
–
–
(4.1)%(7)
33.3%
(1) All directors volunteered a 20% reduction in their salaries and fees for four months from April to July 2020.
(2) Alison Dolan, CFO, was appointed to the Board on 7 September 2020 and has no prior year earnings from Rightmove.
(3) Robyn Perriss, Finance Director, stepped down from the Board on 30 June 2020 and received her salary and benefits to the end of her notice period on 8 November 2020.
(4) Andrew Fisher joined the Board as Chair on 1 January 2020 the uplift in his fee for 2020 is in comparison to the outgoing Chairman’s fee of £185,000 for 2019.
(5) Lorna Tilbian was appointed Chair of the Remuneration Committee in May 2019, the uplift in her fee reflects the full year’s fee earned in 2020.
(6) Amit Tiwari joined the Board on 1 June 2019, the uplift in his fee reflects the full year’s fee earned in 2020.
(7) Employee benefits are shown on the same basis as 2019, excluding pension benefits. If pension benefits were included (Alison Dolan participates in the pension
scheme), the increase in the average value of employee benefits would be 220.2%.
82 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Pay ratio information in relation to the total remuneration of the Chief Executive Officer
The table below shows the total remuneration of our Chief Executive Officer compared to the equivalent remuneration for
our employees, who are all based in the UK.
We have calculated the full time equivalent remuneration for all Group employees using the Government's preferred Option
A and identified the total remuneration figure at the 25th, 50th and 75th percentile. We then compared each percentile figure
against our CEO’s single figure for total remuneration to determine the pay ratios set out below.
Year
Method
CEO’s total
remuneration(1)
25th percentile
Median
75th percentile
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2020
2019
Option A
1,008,448
Option A
2,155,759(2)
29,854
30,204
51,155
48,433
73,266
66,054
34
71
20
45
14
33
All employees
(1) The CEO’s total remuneration comprises salary, benefits, bonus and the value of long-term incentives, including PSP awards.
(2) £452,401 of the CEO’s remuneration was attributable to share price growth in respect of the PSP award granted in 2017. The share price was £3.99 at the grant
date of the 2017 PSP award, and increased to £6.34 as at 31 December 2019.
Relative importance of the spend on pay
The table below shows the total pay for all Rightmove’s employees compared to other key financial indicators.
Additional information on the number of employees, total revenue and operating profit has been provided for context.
Employee costs (refer Note 7)
Year ended
31 December 2020
Year ended
31 December 2019
£34,832,000
£34,146,000
% change
2%
Dividends paid to shareholders (refer Note 12)
£0
£60,173,000
(100)%
Purchase of own shares (refer Note 23)
Income tax (refer Note 10)
£30,125,000
£88,583,000
£25,040,000
£40,473,000
Average number of employees (refer Note 7)(1)
558
538
Revenue
Operating profit
£205,717,000
£289,320,000
£135,142,000
£213,730,000
(66)%
(37)%
4%
(29)%
(37)%
(1) Average number of employees includes Executive Directors and Group employees.
Application of Policy for the year ending
31 December 2021
Salaries
The Executive Directors’ salaries for the 2021 financial year
are set out in the table below:
Salary
1 January 2021
Salary
31 December 2020
Change
Executive Directors
Peter Brooks–Johnson
£515,724
Alison Dolan
£393,900
£510,617
£390,000
1%
1%
The 1% increase in base salaries for Executive Directors
is the same cost of living increase applied to other Group
employees for 2021. Salaries remain below the market
median for executives in comparable companies. All
employee salaries are subject to annual review and market
adjustments as appropriate; the Committee also approves
salaries for the Senior Leadership Team and other key roles.
Pension and other benefits
The Group operates a stakeholder pension plan for all
employees (including Executive Directors under the same
terms) under which Rightmove contributes 6% of base
salary, subject to the employee contributing a minimum of
3% of base salary. Our new CFO elected to participate in the
pension plan during the year. The Company did not
contribute to any personal pension arrangements.
The Executive Directors are enrolled on the same terms
as all employees in the Group’s private medical insurance
scheme, the medical cash plan and receive life assurance
cover equal to four times base salary.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 83
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
Annual bonus
The annual bonus for the 2021 financial year will be consistent
with the 2020 Remuneration Policy, in terms of maximum
bonus opportunity (175% of base salary), deferral (40% cash
and 60% shares) and malus and clawback provisions. The
mechanism through which the clawback can be implemented
(enabling both the recovery and withholding of incentive pay)
enables the Committee to:
(i) reduce the cash bonus earned in a subsequent year
and/or reduce outstanding DSP/PSP share awards
(i.e. withholding provisions may be used to effect a
recovery); or
(ii) for the Committee to require that a net of tax balancing
cash payment be made to the Company.
The performance measures have been selected to reflect
a range of financial and strategic targets that continue to
support Rightmove’s key objectives. The Committee has
decided to revert to adjusted operating profit as an
appropriate performance measure for 2021 bonus awards,
because adjusted operating profit excludes share-based
incentive costs and the related national insurance payments.
The performance measures and weightings for the 2021
financial year are as follows:
Measure
As a % of maximum bonus opportunity
Financial targets
Adjusted operating profit(1)
Strategic targets
Traffic market share(2)
Other business revenue(3)
Rental services revenue(4)
Employee engagement(5)
60%
15%
10%
10%
5%
(1) Before share-based payments and NI on share-based incentives.
(2) Measured on a time on site basis (minutes spent relative to Rightmove’s
nearest competitors) by reference to comScore.
(3) Revenue excluding Agency and New Homes.
(4) Based on revenue generated from combined Rental Services.
(5) Based on the results of the annual employee engagement survey.
In relation to the financial target a challenging sliding scale
will operate with 10% of the maximum bonus opportunity
payable at the threshold operating profit target relative to
the 2021 business plan through to 100% payable for
significant outperformance relative to the plan.
The relative weighting of performance measures has
changed from 2020, reflecting the strategic focus on Rental
Services and making lettings easier and more efficient for
both our consumers and our customers. Financial targets
(operating profit, other revenue and rental services revenue)
comprise 80% of the performance measures, with 20%
key operational performance indicators (traffic and
employee engagement).
The specific financial targets for the 2021 financial year
are considered to be commercially sensitive. However,
retrospective disclosure of the actual targets and
performance against them will be provided as usual in
the 2021 Remuneration Report, to the extent that they
do not remain commercially sensitive at that time.
Long–term incentives
Awards to the continuing Executive Directors under the PSP
in 2021 will be consistent with the 2020 Remuneration Policy,
with a maximum bonus opportunity of 175% of base salary.
The awards will again be subject to a mixture of EPS and
relative TSR performance conditions and subject to a two
year post-vesting holding period. The Committee has
decided to:
• change the weighting of EPS and TSR vesting conditions
to 50% each, compared to 75% and 25% respectively for
prior years; and
• revert to adjusted EPS as an appropriate performance
measure for 2021 PSP awards, as this is based upon
operating profit before share-based incentives and related
NI charges.
The Committee has consulted Rightmove’s investors
about the change in the weighting of EPS and TSR targets
and will continue to invite feedback and keep these
weightings under review, within our Remuneration Policy
parameters. Whilst determining the increase in the TSR
weighting, the Committee was cognisant of the share price
performance during 2020; Rightmove shares recovered
from a 12 month low of £4.00 in 2020 to end the year at
£6.51. This represents a strong starting point for the three
year comparative TSR target.
84 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Chair and Non–Executive Directors’ fees
The Chair’s and Non-Executive Directors’ fees have
historically been reviewed in a market context and in light
of Directors’ time commitments every three years. The last
review was during 2018 and fee increases were effective
from 1 January 2019. The Chair’s fee was reviewed and
increased to £200,000 to reflect the time commitment and
responsibilities of the role of our new Chair with effect from
1 January 2020.
The Board and Remuneration Committee has agreed that
from 2021, fees for all Non-Executive Directors and the
Chair should be subject to an annual increase in line with
the annual employee pay award, rather than a three year
cumulative increase. The Board considered a review of
non-executive director fees, prepared by Deloitte, which
indicated that the fees for our Senior Independent Director
were low relative to the market for the time commitment
required and when compared to other comparable Board
positions in Rightmove’s sector. It was therefore agreed
that the Senior Independent Director's fee would increase
to £10,000, inclusive of the 1% all-employee rise, for 2021.
The proposed fee increases are subject to shareholder
approval of a higher Directors’ fee cap in the Articles of
Association at this year’s AGM. Subject to such approval,
the annual fees for the Chair and Non-Executive Directors
will increase as detailed below:
Role
Chair
Non–Executive Director (basic fee)
Committee Chair (excluding the
Nomination Committee)
2020 Fees
£
2021 Fees
£
200,000
202,000
55,000
15,000
55,550
15,150
Senior Independent Director
5,000
10,000
Details of fees paid to Directors in 2020 can be found earlier
in this report.
The 2021 targets are as follows:
EPS performance condition
The Group’s EPS growth will be measured over the period
of three financial years (2021 to 2023). The EPS figure used
will be equivalent to the Group’s basic EPS. With a view to
ensuring appropriately stretching but achievable targets
are set in light of market expectations for the Group, the
following range of targets will apply to the 2021 awards:
Adjusted Basic EPS growth
from 2021 to 2023(1)
Less than 98%
98%
107%
% of award vesting
(maximum 50%)
0%
12.5%
50%
Between 98% and 107%
Straight–line vesting
(1) The benchmark adjusted basic EPS for the financial year 2020 from which these
targets will be measured is 12.9p.
The targets that are intended to operate for the 2021 PSP
awards are considered to be demanding in light of the current
trading environment, the Group’s starting position, internal
financial planning and external market expectations for future
growth. In view of the continued uncertainty facing Rightmove
and our customers, the targets are considered to be no less
stretching than in previous years and provide a realistic
incentive at the lower end of the performance range but
require exceptional performance to achieve full vesting.
On this basis, the Committee is satisfied that the range
of targets remain appropriately demanding, and no less
challenging than the range of targets set for prior year awards.
Relative TSR performance condition
The vesting schedule for the relative TSR element of
Executive Directors’ 2021 PSP awards is set out below.
Relative TSR will be assessed against the FTSE 350 Index,
reflecting the Company’s size in terms of market
capitalisation. Performance will be measured over
three financial years.
TSR performance of the Company
relative to the FTSE 350 Index(1)
% of award vesting
(maximum 50%)
Less than the Index
Equal to the Index
25% higher than the Index
0%
12.5%
50%
Intermediate performance
Straight–line vesting
(1) If the FTSE 350 Index’s TSR was 50% over the three-year performance period,
then the Company’s TSR would have to be at least 75% for all 50% of the PSP
shares to vest.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 85
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
Shareholder voting on the Remuneration Policy and Annual Report
At the AGM on 4 May 2020, shareholders again voted overwhelmingly in favour of the 2020 Remuneration Policy and the
Directors’ Remuneration Report, demonstrating a strong level of shareholder support for Rightmove’s management and
their remuneration.
The table below shows full details of the voting outcomes for the Remuneration Policy and the Directors’ Remuneration
Report at the 2020 AGM:
Remuneration Policy
Directors’ Remuneration Report
684,058,225
670,870,672
96.08
94.18
27,900,733
41,468,750
3.92
5.82
793,538
413,075
Votes for
% Votes for
Votes against % Votes against Votes withheld(1)
(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘For’ and ‘Against’ a resolution.
In line with the Company’s commitment to ongoing dialogue with its shareholders, the Committee has corresponded with
major shareholders to invite their feedback on the 2021 remuneration proposals.
86 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Governance | Directors’ report
The Directors submit their report together with the audited
financial statements for the Company (Number: 06426485)
and its subsidiary companies (the Group) for the year ended
31 December 2020.
The Directors’ Report comprises these pages, the sections
of the Annual Report referred to under the Corporate
Governance statement and other information below which
are incorporated into the Directors’ Report by reference.
The Board has included certain disclosures in the Strategic
Report in accordance with section 414C(11) of the
Companies Act 2006 (the Act).
Corporate governance statement
The Disclosure, Transparency and Guidance Rules (DTR)
require certain information to be included in a corporate
governance statement in the Directors’ Report. Information
that fulfils these requirements can be found in the Corporate
Governance Report and is incorporated into the Directors’
Report by reference.
Strategic Report
The Strategic Report can be found on pages 1 to 45.
The Act requires this Annual Report to present a fair,
balanced and understandable view of Rightmove’s business
during the year ended 31 December 2020 and of the
position of the Group at the end of the financial period,
together with a description of the principal risks and
uncertainties facing the business.
For the purposes of compliance with DTR 4.1 the required
content of the management report can be found in the
Strategic Report and this Directors’ Report, including the
sections of the Annual Report incorporated by reference.
Directors’ Duties
A statement of how the Directors have had regard to the
need to foster the Company’s business relationships with
suppliers, customers and others, and the effect of that
regard, including on principal decisions taken by the
Company, can be found in the Working with our
Stakeholders section in the Strategic Report.
Directors
The Directors of the Company as at the date of this report
are Andrew Fisher, Peter Brooks-Johnson, Alison Dolan,
Jacqueline de Rojas, Andrew Findlay, Rakhi Goss-Custard,
Lorna Tilbian and Amit Tiwari. Robyn Perriss was the Finance
Director of the Company until she stepped down from the
Board on 30 June 2020. Biographies of current Directors can
be found in the Corporate Governance Report.
(1) On 31 August 2018 shareholders approved a resolution to subdivide the Company’s
ordinary shares of 1 pence each (1p shares) into ten ordinary shares of 0.1 pence
each (0.1p shares) in the capital of the Company. Following the subdivision, each
shareholder held ten 0.1p shares for each 1p share held immediately prior to the
subdivision. Each new 0.1p share carries the same rights and entitlements as the
1p shares, as set out in the Company’s Articles of Association.
Share capital and Shareholder Voting Rights
The shares in issue, including 13,285,490 shares of 0.1p
held in treasury (2019: 13,360,310 0.1p shares) at the
year-end amounted to 886,387,616 shares of 0.1p
(2019: 891,416,008 0.1p shares), with a nominal value
of £886,388 (2019: £891,416).
The rights and obligations attached to each 0.1p ordinary
share are as set out in the Company’s Articles of
Association. The holders of each ordinary share in the
Company are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at general
meetings of the Company. Other than the usual regulations
applicable for UK listed companies, there are no restrictions
on the transfer of the Company’s shares.
Results and dividends
The Group reported operating profit before tax for the
year of £135.1m (2019: £213.7m). The Directors are
recommending a final dividend for the year of 4.5 pence
per 0.1p share (2019: nil) amounting to £39.2m (2019: Nil).
2020 was an unprecedented year in which the final dividend
for 2019 was cancelled and an interim dividend for 2020
(2019: 2.8 pence) was not declared, due to the impact of
Covid-19. The total dividend for the year is therefore
4.5 pence per 0.1p share (2019: 2.8 pence).
Subject to shareholder approval at the Annual General
Meeting (AGM) on 7 May 2021, the final dividend will be paid
on 28 May 2021 to shareholders on the register of members
at the close of business on 30 April 2021.
Share buyback
The Company’s share buyback programme was suspended
in view of the UK Government’s lockdown announcement
on 23 March, with the last purchase taking place on
13 March 2020. Of the 10% authority granted by
shareholders at the 2019 AGM, a total of 5,028,392 shares
of 0.1p (2019: 16,268,322 0.1p shares) were purchased in
the year to 31 December 2020, being 0.6% (2019: 1.8%) of
the shares in issue (excluding shares held in treasury) at the
time the authority was granted. The average price paid per
0.1p share was £5.99 (2019: £5.45 per 0.1p share) with a
total consideration paid (excluding all costs) of £30,124,778
(2019: £88,583,260).
Since January 2008, the equivalent of 432,666,464
shares have been purchased in total, of which 39,964,605
were purchased as 1p shares(1); 13,285,490 shares of 0.1p
were held in treasury as at 31 December 2020, with the
remainder having been cancelled. A resolution seeking to
renew this authority will be put to shareholders at the
AGM on 7 May 2021.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 87
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ report continued
Shares held in trust
As at 31 December 2020, 1,395,476 shares of 0.1p
(2019: 2,208,362 0.1p shares) were held by The Rightmove
Employees’ Share Trust (EBT) for the benefit of Group
employees. These shares had a nominal value at
31 December 2020 of £1,395 (2019: £2,208) and a market
value of £9,084,549 (2019: £14,001,000). The shares held by
the EBT may be used to satisfy share-based incentives for
the Group’s employee share plans. During 2020, 817,714
shares of 0.1p (2019: 294,160 0.1p shares) were transferred
to Group employees following the exercise of share options
under the Sharesave plan, the Deferred Share Bonus Plan
and the Performance Share Plan.
Additionally, 113,465 shares of 0.1p (2019: 131,110 0.1p
shares) were purchased by the EBT for transfer to the
Rightmove Share Incentive Plan Trust (SIP) and 4,828
shares were purchased in relation to Restricted Share Plan
awards to certain members of the Senior Leadership Team.
The terms of the EBT provide that dividends payable on the
shares held by the EBT are waived.
As at 31 December 2020, 757,575 shares of 0.1p
(2019: 785,130 0.1p shares) were held by the SIP for the
benefit of Group employees. These shares had a nominal
value at 31 December 2020 of £758 (2019: £785) and a
market value of £4,931,813 (2019: £4,978,000). The shares
held by the SIP are awarded as free shares to eligible
employees each year and are held in trust for a period of
three years before an employee is entitled to take ownership
of the shares. During the year, 141,020 shares of 0.1p
(2019: 156,075 0.1p shares) were transferred to Group
employees under the SIP rules.
Research and development
The Group undertakes research and development activity in
order to develop new products and to continually improve
the existing property platforms. Further details are disclosed
in Note 2 to the financial statements.
Political and charitable donations
During the year the Group did not make donations to any
political party or other political organisation and did not incur
any political expenditure within the meanings of sections
362 to 379 of the Act (2019: £nil). Details of the Group’s
charitable donations are set out in the Environmental,
Social and Governance Report.
Annual General Meeting
The AGM of the Company will be held at Rightmove’s
London office 6th Floor, 33 Soho Square, London W1D 3QU
on 7 May 2021 at 10am. The Notice of Annual General
Meeting will be published in March 2021.
The resolutions being proposed at the 2020 AGM include
the renewal for a further year of the limited authority of the
Directors to allot unissued share capital of the Company and
to issue shares for cash other than to existing shareholders
(in line with the Pre-Emption Group’s Statement of
Principles). A resolution will also be proposed to renew the
Directors’ authority to purchase a proportion of the
Company’s own shares. The Company will again seek
shareholder approval to hold general meetings (other than
AGMs) at 14 days’ notice. Resolutions will be proposed to
renew these authorities, which would otherwise expire at the
2021 AGM. In addition to the other Ordinary Business of the
AGM, the Directors propose a resolution to update the
Articles of Association.
Auditor
KPMG LLP has indicated its willingness to continue in office
as auditor of the Group. In accordance with section 489 of
the Act, separate resolutions for the re-appointment of
KPMG LLP as auditor of the Group and for the Audit
Committee to determine the auditor’s remuneration
will be proposed at the 2021 AGM.
Audit information
So far as the Directors in office at the date of this report are
aware, there is no relevant audit information of which the
auditor is unaware and each Director has taken all reasonable
steps to make themselves aware of any relevant audit
information and to establish that the auditor is aware of
that information.
Substantial shareholdings
As at the date of this report, the following beneficial interests
in 3% or more of the Company’s issued ordinary share
capital (excluding shares held in treasury) held on behalf
of the organisations shown in the table below, had been
notified to the Company pursuant to DTR 5.1. The
information provided below was correct as at the date of
notification, where indicated this was not in the 2020
financial year. It should be noted that these holdings are likely
to have changed since they were notified to the Company.
However, notification of any change is not required until
the next applicable threshold is crossed.
88 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Nature of holding
Direct
American Depository
Receipts
Total voting
rights
71,571,964
% of total
voting
rights(1)
8.20%
33,746,254
3.87%
Other Information
Information
Location in Annual Report
Financial instruments and
financial risk management
Notes 3 and 26, Financial
Statements
Appointment, removal and
powers of Directors
Corporate Governance Report
50,160,300
5,473,130
5.75%
0.63%
Future developments of the
Group’s business
Strategic Report(1)
16,304,460
59,307,550
1.87%
6.79%
Employee engagement
58,736,140
6.73%
Employee share schemes
45,307,190
5.19%
Strategic Report:
Environmental, Social and
Governance Report(1)
Strategic Report:
Environmental, Social and
Governance Report(1) and
Directors’ Remuneration
Report
45,181,680
44,413,780
5.17%
5.09%
Health and safety and
employee-related policies
including diversity and disability
Strategic Report:
Environmental, Social
and Governance Report(1)
Shareholder
Kayne Anderson
Rudnick
Investment
Management, LLC
BlackRock Inc(2)
Marathon Asset
Management LLP(2)
Baillie Gifford & Co(2)
Standard Life
Aberdeen(2)
Generation
Investment
Management LLP(2)
Axa Investment
Managers SA(2)
Indirect
Contracts for
difference
Stock Lending
Indirect
Indirect
Indirect
Indirect
Indirect
Contracts for
difference
376,620
0.04%
(1) The above percentages are based upon the voting rights share capital
(being the shares in issue less shares held in treasury) of 873,102,126
as at 26 February 2021.
(2) Date of notification preceded the 2020 financial year.
Articles of association
Any amendment to the Articles may be made in accordance
with the provisions of applicable English law concerning
companies, specifically the Act (as amended from time to
time), by way of special resolution at a general meeting of
the shareholders.
Compensation for loss of office
There are no additional agreements between the Company
and its Directors or employees providing for compensation
for loss of office or employment that occurs because of a
takeover bid, except that provisions of the Company’s share
plans may allow options and awards granted to Directors and
employees to vest on a takeover.
Transactions with Related Parties
During the year under review neither the Company nor its
subsidiaries entered into any material transactions with any
related parties other than those disclosed in Note 28 to the
financial statements.
Post-balance sheet events
There have been no balance sheet events since the end of
the 2020 financial year.
Branches
Neither the Company nor its subsidiaries have branches
outside the UK.
Movements in share capital
Note 23, Financial Statements
Share-based incentives
Note 25, Financial Statements
Long-term incentive plans
Energy and Greenhouse
Gas Report
Fair, balanced and
understandable
Directors’ indemnities
Directors’ Remuneration
Report
Strategic Report:
Environmental, Social and
Governance Report(1)
Audit Committee report
and Directors’ statement
of responsibilities
Corporate Governance
Report
(1) The Board has taken advantage of section 414C(11) of the Act to include
disclosures in the Strategic Report on the items indicated above.
The Directors’ Report was approved by the Board on
26 February 2021.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Officer
26 February 2021
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 89
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ responsibilities statement
Statement of Directors’ responsibilities in respect of
the annual report and the financial statements
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 and
have elected to prepare the parent Company financial
statements on the same basis. In addition the Group
financial statements are required under the UK Disclosure
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”).
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 the Group’s 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 and reliable;
• state whether they have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006 and, as regards
the group financial statements, 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”).
• 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
90 | RIGHTMOVE PLC | ANNUAL REPORT 2020
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.
Responsibility statement of the directors in respect
of the annual financial report
We confirm that to the best of our 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 strategic 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.
We 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.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Officer
Alison Dolan
Chief Financial Officer
26 February 2021
Governance | Independent auditor’s report to the members of Rightmove plc
1. Our opinion is unmodified
We have audited the financial statements of Rightmove plc
(“the Company”) for the year ended 31 December 2020
which comprise the Consolidated statement of
comprehensive income, Consolidated statement of
financial position, Company statement of financial position,
Consolidated statement of cash flows, Company statement
of cash flows, Consolidated statement of changes in
shareholders’ equity, Company statement of changes in
shareholders’ equity, and the related notes, including the
accounting policies in note 1.
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;
• the parent Company financial statements have been
properly prepared in accordance with international
accounting standards in conformity with the requirements
of, and as applied in accordance with the provisions of the
Companies Act 2006; 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 first appointed as auditor by the directors to the
Group’s previous holding company, prior to it becoming
a public interest entity, for the financial period ended
31 December 2000. The period of total uninterrupted
engagement is for the 15 financial years ended
31 December 2020 as a public-interest entity and 21 years
in total. We were first appointed as auditor by the directors
for the financial period ended 31 December 2000, and later
reappointed as auditors following a competitive audit tender
process for the period ended 31 December 2013. 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
Coverage
Key audit matters
Recurring risks
£5.8m (2019: £9.3m)
4.3% (2019: 4.4%)
of profit before tax
99.8% (2019: 99.4%) of
group profit before tax
vs 2019
Agency and New
Homes revenue
recognition
Recoverability of
parent Company’s
investment in
subsidiaries
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 (unchanged from 2019), 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.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 91
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Auditor's report continued
Agency and New
Homes revenue
recognition
(£205.7m;
2019: £264.8m)
Refer to page 56
(Audit Committee
Report), page 106
(accounting policy)
and page 116
(financial
disclosures).
The risk
Our response
Processing error:
Our procedures included:
We performed the detailed tests below rather than seeking to rely
on any of the group’s controls because our knowledge of related IT
controls indicated that we would not be able to obtain the required
evidence to support reliance on controls.
Tests of details: Using statistical sampling we selected revenue
transactions recorded throughout the year. We have agreed the
sample through to source documentation in order to assess whether
revenue is recognised in line with the products and rates agreed by
the customer. We also agreed discounts applied due to Covid-19;
Tests of details: For a sample of the highest revenue generating
customers we inspected contracts signed in the year, to assess
whether revenue had been recognised in accordance with the
specific contract terms and conditions; we also reviewed the
standard packages against the revenue recognition policy;
Tests of details: We Inspected a sample of credit notes raised during
the year and post year end to determine whether they related to
revenue recognised in the year; and
Tests of details: We obtained all journals posted in respect of revenue
and, using computer assisted audit techniques, analysed these to
identify any entries which were unexpected based upon the specific
characteristic of the journal, considering in particular whether the
opposite side of the journal entry was as expected, based on our
business understanding. We tested a sample of expected and all
significant unexpected entries back to supporting evidence to
assess whether revenue was recognised appropriately.
Our results
We found no exceptions performing the procedures described
above (2019: We found no exceptions performing the procedures
described.)
The key revenue streams, being Agency
and New Homes, consist of subscription
fees and customer spend on additional
advertising products in respect of
properties listed on Rightmove platforms.
There are a variety of packages and
membership offers available and
customers are able to tailor both the
specific add-on products (purchased in
addition to the subscribed membership
package) and the volume of these that
they receive.
In response to Covid-19 and during the
period of the housing market closure,
Rightmove introduced discounts applied
across Agency and New Homes
customers between April and September
2020. These discounts were applied at a
flat rate for each month across the
transactions starting at 75% from April.
The discounts were phased out through
to the end of September when normal
pricing resumed. The effect of these
discounts resulted in a year on year
decrease of 29% in revenue.
The resulting large volume of non-routine
transactions, accompanied with the
business as usual variability of product and
pricing combinations available to
customers, creates a risk of pricing
processing error, in particular revenue
being recognised at the incorrect amount.
In addition revenue is the most material
figure in the financial statements and is
considered to be a main driver of results,
and as such has the greatest effect on
our allocation of resources in planning
the audit.
Our procedures included:
Comparing valuations: comparing the carrying amount of the
investment to the market capitalisation of the Group, as Rightmove
Group Limited contains all of the Group’s trading operations to
ascertain whether there are any indicators of impairment.
Our results
We found no indicators of impairment (2019: We found no
indicators of impairment).
Recoverability of
parent Company’s
investment in
subsidiaries
(£557.6m;
2019: £554.6m)
Refer to page 56
(Audit Committee
Report), page 108
(accounting policy)
and page 123
(financial
disclosures).
Low risk, high value:
The carrying amount of the parent
Company’s investments in the
subsidiary company Rightmove Group
Limited represents 100% (2019: 99%)
of the Company’s total assets. Its
recoverability is not at a high risk of
significant misstatement or subject to
significant judgement. However, due
to its 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.
92 | RIGHTMOVE PLC | ANNUAL REPORT 2020
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 £5.8m (2019: £9.3m), determined with reference to a
benchmark of Group profit before tax, of which it represents
4.3% (2019: 4.4%).
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.
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 £4.4m (2019: £7m)
for the group and £3.2m (2019: £5.1m) 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.
Materiality for the parent Company financial statements as
a whole was set at £4.4m (2019: £6.8m), determined with
reference to a benchmark of Company net assets, of which
it represents 1.1% (2019: 1.3%).
We agreed to report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding
£0.29m (2019: £0.47m), in addition to other identified
misstatements that warranted reporting on qualitative
grounds.
Of the Group’s four (2019: four) reporting components,
we subjected two (2018: two) to full scope audits for Group
purposes. All components are audited by the Group audit
team. There are no specific risks, that are material to the
Group, in the components not in Group scope. The
components within the scope of our work accounted
for the percentages illustrated opposite.
Group profit before tax
£134.8m
(2019: £213.6m)
Profit before tax
Group materiality
Group materiality
£5.8m (2019: £9.3m)
£5.8m
Whole financial statements
materiality (2019: £9.3m)
£4.4m
Whole financial statements
performance materiality
(2019: £7m)
£4.4m
Component materiality £4.4m
(2019: £6.8m)
£0.29m
Misstatements reported to the
audit committee (2019: £0.47m)
Group revenue
Group profit before tax
1.5
0.3
98.5%
(2019: 99.7%)
99.7
98.5
Group total assets
1.3
1.1
98.7%
(2019: 98.9%)
98.9
98.7
0.2
0.6
99.8%
(2019: 99.4%)
99.4
99.8
Full scope for Group audit
purposes 2020
Full scope for Group audit
purposes 2019
Residual components
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 93
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Auditor’s report continued
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 Company or to cease their operations, and as
they have concluded that the Group’s and the 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 at least a year from the date of approval of
the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the
general economic environment to identify the inherent risks
to its business model and analysed how those risks might
affect the Group’s financial resources or ability to continue
operations over the going concern period. The risk that we
considered most likely to adversely affect the Group’s
available financial resources over this period was lower
than expected revenues as a result of the Covid discounts
provided to customers.
We considered whether these risks could plausibly affect the
liquidity 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). We also assessed the completeness of the
going concern disclosure.
Our conclusions based on this work:
• 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 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 1 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 Company’s use of
that basis for the going concern period, and we found the
going concern disclosure in note 1 to be acceptable; and
• the related statement under the Listing Rules set out on
page 27 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 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:
• Using our own forensic specialists to assist us in identifying
any associated fraud risks.
• Enquiring of directors, the audit committee 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 committee and remuneration
committee minutes.
• Considering remuneration incentive schemes and
performance targets for management including the
EPS target for management 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, we perform procedures
to address the risk of management override of controls ,
in particular the risk that Group management may be in a
position to make inappropriate accounting entries. On this
audit we do not believe there is a fraud risk related to revenue
recognition because revenue consists of a high volume
of low value transactions with no individually significant
transactions such that there is a remote chance that
fraudulent revenue recognition could have a material
impact on the financial statements. Further, the revenue
transactions are simple and are largely automated based on
contractual prices established in the billing system which
provides little opportunity to fraudulently record revenue.
We did not identify any additional fraud risks.
94 | RIGHTMOVE PLC | ANNUAL REPORT 2020
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 auditing standards),
and from inspection of the Group’s regulatory and legal
correspondence and discussed with the directors and other
management the policies and procedures regarding
compliance with laws and regulations.
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.
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 taxation
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: general data protection
regulation, health and safety, anti-bribery, employment law,
agency regulations, regulatory capital and liquidity and
certain aspects of company legislation recognising the
financial and regulated nature of the some of the Group’s
activities. 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.
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.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 95
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Auditor’s report continued
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 27 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 uncertainties disclosures describing
these risks and how emerging risks are identified, 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 Going Concern and
Viability Statement, set out on page 27 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 Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’ the
corporate governance disclosures and the financial
statements and our audit knowledge.
96 | RIGHTMOVE PLC | ANNUAL REPORT 2020
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 Statement 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
90, 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.
Anna Jones (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Milton Keynes
26 February 2021
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 97
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Consolidated statement of comprehensive income for the year ended 31 December 2020
Revenue
Administrative expenses
Operating profit
Financial income
Financial expenses
Net financial expense
Profit before tax
Income tax expense
Profit for the year being total comprehensive income
Attributable to:
Equity holders of the Parent
Earnings per share (pence)
Basic
Diluted
Dividends per share (pence)
Dividends paid
Note
4,5
6
8
9
10
11
11
12
12
2020
£000
2019
£000
205,717
289,320
(70,575)
(75,590)
135,142
213,730
151
(478)
(327)
318
(486)
(168)
134,815
(25,040)
213,562
(40,473)
109,775
173,089
109,775
173,089
12.60
12.57
–
–
19.57
19.49
6.80
60,173
98 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Consolidated statement of financial position as at 31 December 2020
Non-current assets
Property, plant and equipment
Intangible assets
Deferred tax asset
Total non-current assets
Current assets
Trade and other receivables
Contract assets
Income tax receivable
Money market deposits
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Contract liabilities
Income tax payable
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities
Provisions
Deferred tax liability
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Other reserves
Retained earnings (net of own shares held)
Total equity attributable to the equity holders of the Parent
Note
13
14
16
17
5
18
18
19
21
5
22
21
22
16
23
2020
£000
13,852
22,112
2,843
2019
£000
12,802
21,954
2,718
38,807
37,474
23,450
334
1,163
–
96,690
23,985
429
–
4,141
32,117
121,637
60,672
160,444
98,146
(18,925)
(2,023)
(1,570)
–
(666)
(19,516)
(1,709)
(2,111)
(18,930)
(256)
(23,184)
(42,522)
(10,287)
(2,969)
(859)
(10,499)
(2,914)
(871)
(14,115)
(14,284)
(37,299)
(56,806)
123,145
41,340
887
545
121,713
892
540
39,908
123,145
41,340
The financial statements were approved by the Board of directors on 26 February 2021 and were signed on its behalf by:
Peter Brooks-Johnson
Director
Alison Dolan
Director
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 99
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Company statement of financial position as at 31 December 2020
Non-current assets
Investments
Deferred tax asset
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Total current liabilities
Net assets
Equity
Share capital
Other reserves
Retained earnings (net of own shares held)
Total equity attributable to the equity holders of the Parent
Note
15
16
19
23
2020
£000
2019
£000
557,622
549
554,554
1,010
558,171
555,564
558,171
555,564
(47,464)
(15,240)
(47,464)
(15,240)
510,707
540,324
887
124,539
385,281
892
121,466
417,966
510,707
540,324
The financial statements were approved by the Board of directors on 26 February 2021 and were signed on its behalf by:
Peter Brooks-Johnson
Director
Alison Dolan
Director
100 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Consolidated statement of cash flows for the year ended 31 December 2020
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation charges
Amortisation charges
Financial income
Financial expenses
Re-measurement of leased assets
Share-based payments
Income tax expense
Note
13
14
8
9
13
25
10
2020
£000
2019
£000
109,775
173,089
3,259
1,011
(151)
478
(20)
2,102
25,040
3,114
480
(318)
486
283
4,911
40,473
Operating cash flow before changes in working capital
141,494
222,518
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
Increase/(decrease) in provisions
Decrease in contract assets
Decrease in contract liabilities
Cash generated from operating activities
Financial expenses paid
Income taxes paid
Net cash from operating activities
Cash flows used in investing activities
Interest received on cash and cash equivalents
Reduction in money market deposits
Acquisition of property, plant and equipment
Acquisition of intangible assets
Acquisition of subsidiary, net of cash acquired
Net cash used in investing activities
Cash flows used in financing activities
Net dividends
Purchase of own shares for cancellation
Purchase of own shares for share incentive plans
Share-related expenses
Payment of lease liabilities
Proceeds on exercise of share-based incentives
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 January
507
(572)
465
95
(541)
(481)
35
(371)
28
(44)
141,448
221,685
(198)
(44,959)
(198)
(37,263)
96,291
184,224
160
4,141
(2,308)
(1,169)
–
259
–
(543)
(236)
(15,627)
824
(16,147)
2
(30,125)
(765)
(211)
(2,159)
716
(59,856)
(88,583)
(2,112)
(619)
(1,535)
898
(32,542)
(151,807)
64,573
32,117
16,270
15,847
18
13
14
27
12
23
24
23
21
Cash and cash equivalents at 31 December
18
96,690
32,117
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 101
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Company statement of cash flows for the year ended 31 December 2020
Note
28
28
25
Cash flows from operating activities
(Loss)/profit for the year
Adjustments for:
Dividend income
Financial expenses
Share-based payments
Income tax credit
Operating cash flow before changes in working capital
Increase in trade and other payables
Cash generated from operating activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
18
2020
£000
2019
£000
(707)
174,618
(734)
279
(966)
(441)
(179,398)
542
1,835
(927)
(2,569)
(3,330)
2,569
3,330
–
–
–
–
–
–
–
–
102 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2020
At 1 January 2019
908
(11,138)
386
138
22,290
12,584
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Note
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax credit in respect of share-based incentives
recognised directly in equity
Net dividends
Exercise of share-based incentives
Purchase of shares for share incentive plans
Cancellation of own shares
Share-related expenses
At 31 December 2019
At 1 January 2020
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax credit in respect of share-based incentives
recognised directly in equity
Net dividends
Exercise of share-based incentives
Purchase of shares for share incentive plans
Cancellation of own shares
Share-related expenses
25
10
12
24
24
23
23
25
10
12
24
24
23
23
–
–
–
–
–
–
(16)
–
–
–
–
–
1,506
(2,112)
–
–
892
(11,744)
892
(11,744)
–
–
–
–
–
–
(5)
–
–
–
–
–
957
(765)
–
–
–
–
–
–
–
–
16
–
402
402
–
–
–
–
–
–
5
–
–
173,089
173,089
–
–
–
–
–
–
–
4,911
4,911
1,028
(59,856)
(608)
–
(88,583)
(619)
1,028
(59,856)
898
(2,112)
(88,583)
(619)
138
51,652
41,340
138
51,652
41,340
–
109,775
109,775
–
–
–
–
–
–
–
2,102
2,102
311
311
2
(241)
(30,125)
(211)
2
716
(765)
(30,125)
(211)
At 31 December 2020
887
(11,552)
407
138
133,265
123,145
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 103
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Company statement of changes in shareholders’ equity for the year ended 31 December 2020
At 1 January 2019
908
(10,025)
14,854
103,520
401,047
510,304
Share
capital
£000
Own
shares held
£000
Other
reserves
£000
Note
Reverse
acquisition
reserve
£000
Retained
earnings
£000
Total
equity
£000
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax credit in respect of share-based incentives
recognised directly in equity
Capital contribution
Dividends to shareholders
Transfer of shares to SIP
Exercise of share-based incentives
Cancellation of own shares
Share-related expenses
At 31 December 2019
At 1 January 2020
Total comprehensive income
Loss for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax credit in respect of share-based incentives
recognised directly in equity
Capital contribution
Dividends to shareholders
Transfer of shares to SIP
Exercise of share-based incentives
Cancellation of own shares
Share-related expenses
At 31 December 2020
25
10
24
12
23
23
25
10
24
12
23
23
–
–
–
–
–
–
–
(16)
–
–
–
–
–
–
(826)
1,299
–
–
–
–
–
3,076
–
–
–
16
–
–
174,618
174,618
–
–
–
–
–
–
–
–
1,835
1,835
375
–
(59,856)
–
(1,299)
(88,583)
(619)
375
3,076
(59,856)
(826)
–
(88,583)
(619)
892
(9,552)
17,946
103,520
427,518
540,324
892
(9,552)
17,946
103,520
427,518
540,324
–
–
–
–
–
–
–
(5)
–
–
–
–
–
–
(734)
560
–
–
–
–
–
3,068
–
–
–
5
–
–
–
–
–
–
–
–
–
–
(707)
(707)
(966)
(966)
56
–
2
(560)
56
3,068
2
(734)
–
(30,125)
(211)
(30,125)
(211)
887
(9,726)
21,019
103,520
395,007
510,707
104 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Notes forming part of the financial statements
1 General information
Rightmove plc (the Company) is a public limited company registered in England (Company no. 6426485) domiciled in the United
Kingdom (UK). The consolidated financial statements of the Company as at and for the year ended 31 December 2020 comprise
the Company and its interest in its subsidiaries (together referred to as the Group). Its principal business is the operation of the
Rightmove platforms, which have the largest audience of any UK property portal (as measured by time on site).
The consolidated financial statements of the Group as at and for the year ended 31 December 2020 are available upon request
to the Company Secretary from the Company’s registered office at 2 Caldecotte Lake Business Park, Caldecotte Lake Drive,
Caldecotte, Milton Keynes, MK7 8LE or are available on the corporate website at plc.rightmove.co.uk.
Statement of compliance
The Group and Company financial statements have been prepared and approved by the Board of directors in accordance with
international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
The consolidated financial statements were authorised for issue by the Board of directors on 26 February 2021.
Basis of preparation
The accounts have been prepared in accordance with international accounting standards in conformity with the requirements of
the Companies Act 2006. On publishing the Company financial statements here together with the Group financial statements,
the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual statement
of comprehensive income and related notes that form a part of these approved financial statements. The loss for the year of the
Company was £707,000 (2019: profit £174,618,000).
The financial statements have been prepared on an historical cost basis.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has existing rights that give it the ability to direct
the relevant activities of an entity and has the ability to affect the returns the Group will receive as a result of its involvement with
the entity. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The
financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences
until the date that control ceases.
On 30 September 2019 the Group acquired 100% of the ordinary share capital of Van Mildert Landlord and Tenant Protection
Limited (Van Mildert). The results of this entity have been consolidated in these Group financial statements. Further details of
the investment and acquisition are set out in Note 15 and Note 27.
Going concern
Management has performed a detailed and extended going concern review and tested the Group’s liquidity in a range of scenarios
as set out below, taking into account the uncertainties arising from the Covid-19 pandemic.
Throughout the year, the Group was debt free, has continued to be cash generative and has cash of £96.7m at 31 December 2020
(31 December 2019: cash and money market deposits balance of £36.3m).
The Group has the benefit of a £10m committed revolving loan facility with Barclays Bank plc which was agreed on 7 February 2020
and replaced the previous £10m committed loan facility with Barclays Bank plc which was terminated on that date. In April 2020 a
variation was agreed to the facility to extend the term beyond the original year to 7 February 2022 and introduced a covenant in
relation to the ratio of net debt to EBITDA. No amount has been drawn under the facility to date.
The Group took immediate steps to preserve liquidity in response to Covid-19. This included the decision to suspend the share
buyback programme from 14 March 2020 and the cancellation of the previously announced 2019 dividend. On 27 April 2020
Rightmove received confirmation that it was eligible to access the UK Government’s Covid Corporate Financing Facility (CCFF).
Following the lockdown measures introduced in late March 2020, particularly the inability to physically view properties, activity in the
housing market was significantly reduced in the UK until May/June 2020. In order to support customers during this unprecedented
shut down of the UK property market, customers were offered discounts which had a negative impact on 2020 revenue of £88.9m:
Agency customers received a 75% discount on their invoice value for four months between April and July, 60% in August and 40%
in September; the Agency discount in Scotland and Wales was extended to 75% in August and 60% in September due to the delay
in the restart of activity in those areas; New Homes customers were offered a 75% discount on their invoice value for four months
between April and July. Selected, limited support across other business units continues to be in place.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 105
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
Going concern continued
During the second half of the year, in addition to ending the discounts offered to customers, the Group repaid the Furlough grant in
September and a deferred VAT amount in October. The Covid Corporate Financing Facility (CCFF) was not needed and access to
the scheme lapsed at the end of December.
In stress testing the future cash flows of the Group, management modelled a range of scenarios which considered the impact of
a reduction in housing transaction numbers of varying severity for at least the next 12 months from the approval of these financial
statements ("the going concern period"). These included severe, but plausible downside scenarios. Under these various scenarios
management have modelled likely timing of cash flows from our customers over the going concern period. The models considered
the impact of changes in key drivers of the Group’s revenue, including customer numbers and average revenue per advertiser
(ARPA). In all the scenarios tested, the Group remained cash positive, debt-free and did not require utilisation of the loan facility.
The Board of directors is confident that with the existing cash resources and banking facility in place the Group and the Company
will remain cash positive and will have adequate resources to continue in operational existence for at least a period of 12 months
from the date of approval of these financial statements, and therefore, have prepared these financial statements on the going
concern basis.
Judgements and estimates
The preparation of the consolidated and Company financial statements in conformity with EU Adopted IFRSs requires
management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances, the results of which form
the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The 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, if applicable.
Management has determined that there are no significant areas of estimation uncertainty or critical judgements in applying
accounting policies that have a significant effect on the amounts recognised in the consolidated and Company financial statements.
2 Significant accounting policies
The following accounting policies applied by the Group in these consolidated financial statements are the same as those applied
by the Group in its consolidated financial statements as at and for the year ended 31 December 2019. There are no standards that
are issued but not yet effective that would be expected to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
(a) Revenue
Revenue principally represents the amounts receivable from customers in respect of property products, primarily membership
of the Rightmove platforms, together with the provision of tenant referencing and rent guarantee insurance. Rightmove also
provides non-property services, which includes Data Services and Third-Party advertising.
Revenue is recognised based upon the transaction price specified in a contract with a customer. It is recognised at the point when
the performance obligations are satisfied, through providing a customer with access to the Rightmove platforms and or products
or other services.
106 | RIGHTMOVE PLC | ANNUAL REPORT 2020
2 Significant accounting policies continued
The table below summarises the different types of products and services offered to customers along with the nature and timing
of satisfaction of performance obligations:
Type of product/service Nature and timing of satisfaction of performance obligations
Property products –
membership of
Rightmove platforms
For membership listing services customers pay monthly subscriptions to list their properties on the
Rightmove platforms. Contracts for these services are per branch location or branch equivalent for
Agency, Commercial and Overseas customers and per development for New Homes customers.
They vary in length from one month to five years but are typically for periods of six to 12 months.
Performance obligations are satisfied, and revenue recognised, from the point that customer has
access to the platform to allow them to list their properties. Subscription revenue is spread over the
life of the contract. Agency, Overseas and Commercial services are typically billed monthly in advance,
from the point the customer gains access to the platform, and New Homes developers are billed
monthly in arrears.
Customers have the option to enhance their property listings and presence on Rightmove through
purchasing additional advertising products. For products that provide enhanced brand property
exposure across a period of time, revenue is recognised over the life of the product from the point the
customer gains access to the product. Invoices are sent on a monthly basis in line with the core listing
services. For products which are one-off use, at a point chosen by the customer, revenue is recognised
at the end of the month during which the customer chose to apply and use the product. For products
that provide enhanced brand exposure or property exposure across a period of time, revenue is
recognised over the life of the product from the point the customer gains access to the product.
Invoices are sent on a monthly basis in line with the core listing services. For products which are
one-off use, at a point chosen by the customer, revenue is recognised at the end of the month
during which the customer chose to apply and use the product.
Discounts may be offered to customers as part of membership or package offers and are taken into
consideration in the transaction price for each product.
Referencing revenue relates to the supply of tenant referencing services, primarily to lettings agency
customers. Performance obligations are satisfied, and revenue is recognised at the end of the month
during which the tenant referencing service is completed and the final report passed to the customer.
Revenue related to insurance broking commission is generated on the sale of rent guarantee insurance
to lettings agency and landlord customers. Revenue is recognised at the start date of the insurance
policy purchased. Insurance commission revenue is stated net of insurance costs payable, and less any
expected adjustment for cancellations.
Property products –
provision of tenant
referencing and rent
guarantee insurance
Non-property products Data Services revenue relates to fees generated for a variety of different data and valuation products
and tools. Where the contract gives a customer access to use Rightmove’s property tools, revenue is
recognised on a monthly basis, over the life of the product, from the point the customer gains access
to the tools. Where the contract is to provide the customer with specific data, revenue is recognised
at the point that the data is transferred to the customer.
Discounts may be offered to customers and are taken into consideration in the transaction price for
each performance obligation.
Third party advertising revenue represents amounts paid by customers to advertise non-property
products on the Rightmove platforms. Performance obligations are met once a customer is actively
advertising on the Rightmove Platform. Revenue is recognised on a monthly basis over the life of the
contract. A small number of arrangements with third party customers mean that Rightmove is acting
as an agent, in a principal-agency relationship. In any case where the Group is acting as an agent,
revenue is recognised at a net amount reflecting the margin earned.
Contract assets relate to the Group’s rights to consideration for services that have been provided but not yet invoiced at the
reporting date. Contract assets are transferred to receivables when invoiced and the rights have become unconditional.
Contract liabilities relate to the advance consideration received from Estate Agency, Overseas and Commercial customers,
for which revenue is recognised at a later date, as or when the services are provided.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 107
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Significant accounting policies continued
(b) Investments
Investments in subsidiaries are held at cost less any provision for impairment in the parent Company financial statements.
(c) Intangible assets
(i) Goodwill
Goodwill arising on a business combination represents the difference between the fair value of the consideration paid and the
fair value of the net identifiable assets acquired and is included in intangible assets.
In respect of acquisitions prior to 1 January 2004, goodwill is included on the basis of its deemed cost, which represents the
amount previously recorded under UK GAAP. The classification and accounting treatment of business that occurred prior to
1 January 2004 was not reconsidered in preparing the Group’s opening IFRS statement of financial position at 1 January 2004.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is tested annually for impairment. This applies to
all goodwill arising both before and after 1 January 2004.
(ii) Research and development
The Group undertakes research and development expenditure in view of developing new products and improving the existing
property platforms. Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and
understanding, is recognised in profit or loss as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the production of a
new product or substantially enhanced website, is capitalised if the new product or the enhanced website is technically and
commercially feasible, the Group has sufficient resources to complete development, future economic benefits are probable
and the Group can measure reliably the expenditure attributable to the intangible asset during its development. Capitalised
costs are held as an asset in progress until such point that the asset is brought into use, at which point it is transferred to the
appropriate intangible asset category and amortisation is charged.
The expenditure capitalised includes subcontractors and direct labour. Capitalised development expenditure is stated at cost
less accumulated amortisation and accumulated impairment losses. Subsequent expenditure on capitalised intangible assets
is capitalised only when it increases the economic benefits embodied in the specific asset to which it relates. All other
expenditure is expensed when incurred.
(iii) Computer software and licences
Computer software and externally acquired software licences are capitalised and stated at cost less accumulated amortisation
and impairment losses. Amortisation is charged from the date the asset is available for use. Amortisation is provided to write
off the cost less the estimated residual value of the computer software or licence by equal annual instalments over its
estimated useful economic life as follows:
Computer software
Software licences
20.0% – 33.3% per annum
20.0% – 33.3% per annum
(iv) Market appraisal algorithm
The market appraisal algorithm identified on the acquisition of the Outside View Analytics Ltd is valued using the reproduction
cost method based on market rate salaries. Amortisation is expensed in the profit or loss on a straight-line basis over the
estimated useful economic life as follows:
Market appraisal algorithm
33.3% per annum
(v) Credit referencing software
The credit referencing software identified on the acquisition of Van Mildert is valued using the reproduction cost method
based on market rate salaries. Amortisation is expensed in the profit or loss on a straight-line basis over the estimated useful
economic life as follows:
Credit referencing software
20.0% per annum
(vi) Customer relationships
The customer relationships identified on the acquisition of Van Mildert are valued using the income approach, calculating the
multi-period excess earnings. Amortisation is expensed in the profit or loss on a straight-line basis over the estimated useful
economic life as follows:
Customer relationships
10.0% per annum
108 | RIGHTMOVE PLC | ANNUAL REPORT 2020
2 Significant accounting policies continued
(d) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Capitalised costs are
held as an asset in progress until such point that the asset is brought into use, at which point it is transferred to the appropriate
property, plant and equipment category and depreciation is charged. Depreciation is provided to write off the cost less the
estimated residual value of property, plant and equipment by equal annual instalments over their estimated useful economic
lives as follows:
Office equipment, fixtures and fittings
Computer equipment
Leasehold improvements
20.0% per annum
20.0% – 33.3% per annum
remaining life of the lease
(e) Impairment
The carrying value of property, plant and equipment is reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is
recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount of
non-financial assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash flows,
the recoverable amount is determined for the cash generating unit to which the asset belongs.
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation but are tested for impairment
annually and whenever there is an indication that they might be impaired. An impairment loss is recognised for the amount by
which the carrying value of the asset exceeds its recoverable amount.
The carrying amounts of the Group’s non-financial assets, other than deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is
estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable
amount is estimated each year at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of
impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets
(the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated
to cash-generating units, or (“CGU”). Goodwill acquired in a business combination is allocated to groups of CGUs that are
expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce
the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit
(group of units) on a pro rata basis.
(f) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less.
(g) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can
be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market
assessment of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised
as a finance cost.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 109
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Significant accounting policies continued
(h) Leases
When a contractual arrangement contains a lease the Group recognises a lease liability and a corresponding right of use asset at
the commencement of the lease.
At the commencement date the lease liability is measured at the present value of the future lease payments, discounted using the
Group’s incremental borrowing rate where the interest rate in the lease is not readily determined. Subsequently, the lease liability is
adjusted by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease
payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications.
The lease term is determined from the commencement date of the lease and covers for the non-cancellable term. If the Group
has an extension option, which it considers it reasonably certain to exercise, then the lease term will be considered to extend
beyond that non-cancellable period. If the Group has a termination option, which it considers it reasonably certain to exercise,
then the lease term will be considered to be until the point the termination option will take effect.
At the commencement date the right of use asset is measured at an amount equal to the lease liability plus any lease payments
made before the commencement date and any initial direct costs, less any lease incentive payments. An estimate of costs to be
incurred in restoring an asset, in accordance with the terms of the lease, is also included in the right of use asset at initial recognition.
Subsequently, the right of use asset is measured in accordance with the accounting policy for property, plant and equipment.
An adjustment is also made to the right of use to reflect any remeasurement of the corresponding lease liability. The right of use
assets are also subject to impairment testing under IAS 36. Short-term leases and low value leases are not recognised as lease
liabilities and right of use assets but are recognised as an expense straight line over the lease term.
(i) Employee benefits
(i) Pensions
The Group provides access to stakeholder pension schemes (defined contribution pension plans). Obligations for
contributions to defined contribution pension plans are recognised as an employee benefit expense in profit or loss
when they are incurred.
(ii) Employee share schemes
The Group provides share-based incentive plans allowing executive directors and other employees to acquire shares in the
Company. An expense is recognised in profit or loss, with a corresponding increase in equity, over the period during which the
employees become unconditionally entitled to acquire equity settled share-based incentives.
Fair value at the grant date is measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate
for each scheme. Measurement inputs include share price on measurement date, exercise price of the instrument, expected
volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information),
weighted average expected life of the instruments (based on historical experience and general option behaviour), expected
dividends, and risk-free interest rates (based on government bonds). Service and non-market performance conditions
attached to the awards are not taken into account in determining the fair value.
For share-based incentive awards with non-vesting conditions, the grant date fair value of the share-based incentives
is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
When either the employee or the Company chooses not to meet the non-vesting condition, the failure to meet the
non-vesting condition is treated as a cancellation and the cost that would have been recognised over the remainder
of the vesting period is recognised immediately in profit or loss.
(iii) Own shares held by The Rightmove Employees’ Share Trust (EBT)
The EBT is treated as an agent of Rightmove Group Limited, and as such EBT transactions are treated as being those
of Rightmove Group Limited and are therefore reflected in the Group’s consolidated financial statements. In particular,
at a consolidated level, the EBT’s purchases of shares in the Company are charged directly to equity.
110 | RIGHTMOVE PLC | ANNUAL REPORT 2020
2 Significant accounting policies continued
(iv) Own shares held by The Rightmove Share Incentive Plan Trust (SIP)
The SIP is treated as an agent of Rightmove plc, and as such SIP transactions are treated as being those of Rightmove plc
and are therefore reflected in the Group’s consolidated financial statements. In particular, at a consolidated level, the SIP’s
purchases of shares in the Company are charged directly to equity.
(v) National Insurance (NI) on share-based incentives
Employer’s NI is accrued, where applicable, at a rate of 13.8%, which management expects to be the prevailing rate when
share-based incentives are exercised. In the case of share options, it is provided on the difference between the share price at
the reporting date and the average exercise price of share options. In the case of nil cost performance shares and deferred
shares, it is provided based on the share price at the reporting date.
(j) Treasury shares and shares purchased for cancellation
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs,
is recognised as a deduction from equity. Repurchased shares are either held in treasury or cancelled.
(k) Segmental reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur
expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating
segment’s operating results are reviewed regularly by the Group’s Chief Executive Officer to make decisions about resources to be
allocated to the segment and assess its performance and for which discrete financial information is available.
(l) Financial income and expenses
Financial income comprises interest receivable on cash balances and money market deposits and dividend income. Interest
income is recognised as it accrues, using the effective interest method. Dividend income is recognised on the date that the
Company’s right to receive payment is established.
Financial expenses comprise banking facility fees and bank charges and the unwinding of the discount on provisions and
lease liabilities.
(m) Taxation
Income tax on the results for the year comprises current and deferred tax. Income tax is recognised in profit or loss 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 period net of any charge or credit posted directly to equity,
using tax rates enacted or substantially enacted at the reporting date and any adjustment to tax payable in respect of previous
periods.
Deferred tax is provided in respect of 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 the 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 substantially enacted by the reporting 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.
In accordance with IAS 12, the Group policy in relation to the recognition of deferred tax on share-based incentives is to include
the income tax effect of the tax deduction in profit or loss to the value of the income tax charge on the cumulative IFRS 2 charge.
The remainder of the income tax effect of the tax deduction is recognised in equity.
(n) Dividends
Dividends unpaid at the reporting date are only recognised as a liability (and deduction to equity) at that date to the extent that
they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these
criteria are disclosed in the notes to the financial statements.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 111
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Significant accounting policies continued
(o) Earnings per share (EPS)
The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the year,
adjusted for own shares held. For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all potentially dilutive shares. The Group’s potential dilutive instruments are in respect of share-based incentives
granted to employees, which will be settled by ordinary shares held by the EBT, the SIP and shares held in treasury.
3 Risk and capital management
Overview
The Group has exposure to the following risks from its use of financial instruments:
• credit risk
• liquidity risk
• market risk
This note presents information about the Group and Company’s exposure to each of the above risks, the Group’s objectives,
policies and processes for measuring and managing risk and the Group’s management of capital. Further quantitative disclosures
are included throughout these consolidated financial statements.
The Board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.
The primary method by which risks are monitored and managed by the Group is through the monthly Executive Management
Committee, where any significant new risks or change in status to existing risks will be discussed and actions taken as appropriate.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk
limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and
procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles
and obligations.
The Audit Committee oversees how management monitors compliance with the Group’s internal controls and reviews the
adequacy of the risk management framework in relation to the risks faced by the Group.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or banking institution fails to meet its contractual obligations.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group provides
credit to customers in the normal course of business. The Group provides its services to a wide range of customers in the UK
and overseas and therefore believes it has no material concentration of credit risk.
More than 84.0% (2019: 87.0%) of Rightmove Group Limited’s Agency and New Homes customers pay via monthly direct debit,
minimising the risk of non-payment. The Group establishes an expected credit loss that represents its estimate of losses in
respect of trade and other receivables. Further details of these are given in Note 26.
The Group’s treasury policy is to monitor cash and deposit balances on a daily basis and to manage counterparty risk by ensuring
that no more than £40,000,000 is held with any single institution.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial liabilities
that are settled by delivering cash. The Group and Company’s approach to managing liquidity is to ensure, as far as possible, that
it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group’s revenue model is largely subscription-based, which results in a regular level of cash conversion allowing it to service
working capital requirements.
The Group and Company ensure that they have sufficient cash on demand to meet expected operational expenses excluding
the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Throughout the
year, the Group typically had sufficient cash on demand to meet operational expenses, before financing activities, for a period
of 552 days (2019: 232 days).
112 | RIGHTMOVE PLC | ANNUAL REPORT 2020
3 Risk and capital management continued
The agreement with Barclays Bank plc for a £10,000,000 committed revolving loan facility was terminated on 7 February 2020.
This was replaced with a new agreement with Barclays Bank plc for a £10,000,000 committed revolving loan facility that expires
on 7 February 2022 and introduced a covenant in relation to the ratio of net debt to EBITDA.
Market risk
Market risk is the risk that changes in market prices such as foreign exchange and interest rates will affect the Group’s income.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return on risk.
(i) Currency risk
All of the Group’s sales and more than 97.8% (2019: 97.0%) of the Group’s purchases are Sterling denominated, accordingly
it has no significant currency risk.
(ii) Interest rate risk
The Group has interest bearing lease liabilities, although the interest on these is insignificant. The Group is exposed to interest
rate risk on cash and money market deposit balances. The Company has no interest-bearing financial liabilities.
Capital management
The Board of directors’ policy is to maintain an efficient statement of financial position so as to maintain investor, creditor and
market confidence and to sustain future development of the business. The Board of directors considers that the future working
capital and capital expenditure requirements of the Group will continue to be low and accordingly return on capital measures are
not key performance targets. The Board of directors monitors the spread of the Company’s shareholders as well as basic EPS.
The Board’s policy is to return surplus capital to shareholders through a combination of dividends and share buybacks.
(i) Dividend policy
The Board of directors has a progressive dividend policy and monitors the level of dividends to ordinary shareholders in relation
to the growth in basic EPS. The Board has adopted this policy in order to align shareholder returns with the underlying growth
achieved in the profitability of the Group.
The capacity of the Group to make dividend payments is primarily determined by the level of available retained earnings
in the Company, after deduction of own shares held, and the cash resources of the Group. The retained earnings of the
Company, after deduction of own shares held, are £385,282,000 (2019: £417,966,000) as set out in the Company statement
of changes in shareholders’ equity. The Group has cash and money market deposits at 31 December 2020 of £96,690,000
(2019: £36,258,000), the majority of which are held by the principal operating subsidiary Rightmove Group Limited. The Group
is well positioned to fund its future dividends given the strong cash generative nature of the business and in 2020 cash
generated from operating activities was £141,452,000 (2019: £221,685,000) representing an operating cash conversion
in excess of 100%.
(ii) Share buybacks
The Company purchases its own shares in the market; the timing of these purchases depends on available free cash flow and
market conditions. In 2020, 5,028,392 (2019: 16,268,322) shares were bought back and were cancelled at an average price of
£5.99 (2019: £5.45).
There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of its
subsidiaries are subject to externally imposed capital requirements.
Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Group’s processes,
personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks such as those
arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise
from all of the Group’s operations.
The Group’s objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Group’s
reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 113
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
3 Risk and capital management continued
The primary responsibility for the development and implementation of controls to address operational risk is assigned to senior
management within each business unit. This responsibility is supported by the development of overall Group standards for the
management of operational risk in the following areas:
• requirements for appropriate segregation of duties, including the independent authorisation of transactions;
• requirements for the reconciliation and monitoring of transactions;
• compliance with regulatory and other legal requirements, including Financial Conduct Authority requirements for regulated entities;
• documentation of controls and procedures;
• requirements for the periodic assessment of operational risks faced and the adequacy of controls and procedures to address
the risks identified;
• requirements for reporting of operational losses and proposed remedial action;
• development and regular testing of business continuity and disaster recovery plans;
• regular testing of the security of the IT systems and platforms, regular backups of key data and ongoing threat monitoring to
protect against the risk of cyber attack;
• training and professional development and ongoing succession planning; and
• risk mitigation, including insurance where this is effective.
4 Operating segments
The Group determines and presents operating segments based on internal information that is provided to the Chief Executive
Officer, who is the Group’s Chief Operating Decision Maker.
The Group’s reportable segments are as follows:
• The Agency segment which includes resale and lettings property advertising services provided on Rightmove’s platforms and
tenant referencing and insurance products sold by Van Mildert; and
• The New Homes segment which provides property advertising services to new home developers and housing associations on
Rightmove’s platforms.
The Other segment which represents activities under the reportable segments threshold, comprises Overseas and Commercial
property advertising services and non-property advertising services which include our Third-Party advertising and Data Services.
Management monitors the business segments at a revenue and trade receivables level separately for the purpose of making
decisions about resources to be allocated and of assessing performance. All revenue in both years is derived from third parties
and there is no inter-segment revenue.
Operating costs, financial income, financial expenses and income taxes in relation to the Agency, New Homes and the Other
segment are managed on a centralised basis at a Rightmove Group Limited level and as there are no internal measures of
individual segment profitability, relevant disclosures have been shown under the heading of Central in the table below.
114 | RIGHTMOVE PLC | ANNUAL REPORT 2020
4 Operating segments continued
The Company has no reportable segments.
Agency
£000
New
Homes
£000
Subtotal
£000
Other
£000
Central
£000
Adjustments
£000
Total
£000
Year ended 31 December 2020
Revenue
Operating profit(1)
Depreciation and amortisation
Financial income
Financial expenses
Trade receivables(3)
Other assets
Liabilities
Capital expenditure
Year ended 31 December 2019
Revenue
Operating profit(1)
Depreciation and amortisation
Financial income
Financial expenses
Trade receivables(3)
Other segment assets
Segment liabilities
Capital expenditure
141,636
–
–
–
–
4,776
–
–
–
209,268
–
–
–
–
5,324
–
–
–
40,656
–
–
–
–
9,683
–
–
–
55,482
–
–
–
–
11,086
–
–
–
182,292
–
–
–
–
14,459
–
–
–
264,750
–
–
–
–
16,410
–
–
–
23,425
–
–
–
–
2,811
–
–
–
24,570
–
–
–
–
2,944
–
–
–
–
137,521
(4,270)
151
(478)
–
140,968
(35,093)
(3,476)
–
219,710(2)
(3,594)
318
(486)
–
77,668
(55,682)
(779)
–
–
–
–
127(4)
205,717
(2,379)(2) 135,142
(4,270)
151
(478)
17,397
57(4) 141,025
(35,277)
(3,476)
(184)(4)
–
–
289,320
(5,980)(2) 213,730
(3,594)
318
(486)
19,552
77,723
(55,935)
(779)
–
–
–
198(4)
55(4)
(253)(4)
–
(1) Operating profit is stated after the charge for depreciation and amortisation.
(2) Central operating profit does not include share-based payments charge of £2,102,000 (2019: £4,911,000) and NI on share-based incentives charge of £277,000
(2019: £1,069,000).
(3) The only segment assets that are separately monitored by the Chief Operating Decision Maker relate to trade receivables net of any associated provision for
impairment. All other segment assets are reported on a centralised basis.
(4) The adjustments column reflects the reclassification of credit balances in trade receivables and debit balances in trade payables made on consolidation for
statutory accounts purposes.
Geographic information
In presenting information on the basis of geography, revenue and assets are based on the geographical location of customers.
Group
UK
Rest of the world
2020
2019
Revenue
£000
Trade receivables
£000
Revenue
£000
Trade receivables
£000
202,468
3,249
17,252
145
281,993
7,327
18,982
570
205,717
17,397
289,320
19,552
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 115
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
5 Revenue
The Group’s operations and main revenue streams are those described in these annual financial statements. The Group’s revenue
is derived from contracts with customers.
Disaggregation of revenue
In the following table, revenue is disaggregated by property and non-property advertising revenue. The table also includes a
reconciliation of the disaggregated revenue with the Group’s reportable segments (see Note 4).
Year ended 31 December 2020
Revenue stream
Property products
Non-property products
Year ended 31 December 2019
Revenue stream
Property products
Non-property products
Agency
£000
New Homes
£000
Other
£000
Total
£000
141,636
–
40,656
–
9,832
13,593
192,124
13,593
141,636
40,656
23,425
205,717
Agency
£000
New Homes
£000
209,268
–
55,482
–
Other
£000
13,961
10,609
Total
£000
278,711
10,609
209,268
55,482
24,570
289,320
Contract balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.
Receivables, which are included in trade and other receivables
Contract assets
Contract liabilities
Note
17
2020
£000
18,277
334
(1,570)
2019
£000
20,285
429
(2,111)
The contract assets primarily relate to the Group’s rights to consideration for services provided but not invoiced at the reporting
date. The contract assets are transferred to receivables when invoiced and the rights have become unconditional.
The contract liabilities primarily relate to the advance consideration received from Agency, Overseas and Commercial customers,
for which revenue is recognised as or when the services are provided.
6 Operating profit
Operating profit is stated after charging:
Employee benefit expense
Depreciation of property, plant and equipment
Amortisation of intangibles
Bad debt impairment charge
116 | RIGHTMOVE PLC | ANNUAL REPORT 2020
2020
£000
34,832
3,259
1,011
701
2019
£000
34,146
3,114
480
740
6 Operating profit continued
Auditor’s remuneration
Fees payable to the Company’s auditor in respect of the audit
Audit of the Company’s financial statements
Audit of the Company’s subsidiaries pursuant to legislation
Total audit remuneration
Fees payable to the Company’s auditor in respect of non-audit related services
Half year review of the condensed financial statements
All other services
Total non-audit remuneration
There were no other fees payable to KPMG LLP (2019: £nil).
2020
£000
32
208
240
19
2
21
2019
£000
19
197
216
19
2
21
7 Employee numbers and costs
The average number of persons employed (including executive directors) during the year, analysed by category, was as follows:
Administration
Management
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Pension costs
2020
Number of
employees
2019
Number of
employees
514
44
558
2020
£000
29,698
3,700
1,434
502
36
538
2019
£000
29,125
3,664
1,357
34,832
34,146
In 2019, employee numbers and costs include the average number of Van Mildert employees for the 3-month period since
acquisition with an aggregate Van Mildert payroll cost of £534,000. The 2020 aggregate payroll costs include the full year
Van Mildert employee costs of £2,176,000.
Wages and salaries include £8,099,000 (2019: £8,890,000) relating to the product development and technology teams;
these teams spend a significant proportion of their time on research and development activities, including innovation of our
product proposition and enhancements to the Rightmove platforms. Social security costs do not include a charge of £277,000
(2019: £1,069,000) relating to NI on share-based incentives (note 25).
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 117
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
8 Financial income
Interest income on cash and cash equivalents
Interest income on money market deposits
9 Financial expenses
Other interest payable
Interest unwind on lease liabilities
10 Income tax expense
Current tax expense
Current year
Adjustment to current tax charge in respect of prior years
Deferred tax
Origination and reversal of temporary differences
Adjustment to deferred tax in respect of prior years
(Increase)/decrease in tax rate at which deferred tax is being recognised
Total income tax expense
Income tax credit recognised directly in equity
Current tax
Share-based incentives
Deferred tax (Note 16)
Share-based incentives
Increase in tax rate at which deferred tax is being recognised
Total income tax credit recognised directly in equity
2020
£000
134
17
151
2020
£000
199
279
478
2020
£000
2019
£000
267
51
318
2019
£000
198
288
486
2019
£000
25,272
60
40,689
(385)
25,332
40,304
219
(351)
(160)
(292)
14
–
155
169
25,040
40,473
2020
£000
2019
£000
(465)
(904)
250
(96)
154
(124)
–
(124)
(311)
(1,028)
Total income tax recognised directly in equity in respect of the Company was a credit of £56,000 (2019: £375,000 credit).
118 | RIGHTMOVE PLC | ANNUAL REPORT 2020
10 Income tax expense continued
Reconciliation of effective tax rate
The Group’s consolidated effective tax rate for the year ended 31 December 2020 is 18.5% (2019: 19.0%) which is lower than
(2019: in line with) the standard rate of corporation tax in the UK due to credit for research and development expenditure and
other items shown below. A full reconciliation of the components of the tax charge is set out below:
Profit before tax
Current tax at 19.0% (2019: 19.0%)
Reduction in tax rate at which deferred tax is being provided
Non-deductible expenses
Share-based incentives
Adjustment to deferred tax charge in respect of prior years
Adjustment to current tax charge in respect of prior years
Research and development credit
11 Earnings per share (EPS)
Year ended 31 December 2020
Earnings
Year ended 31 December 2019
Earnings
Weighted average number of ordinary shares (basic)
Issued ordinary shares at 1 January less ordinary shares
held by the EBT and SIP Trust
Less own shares held in treasury at the beginning of the year
Effect of own shares purchased for cancellation
Effect of share-based incentives exercised
Effect of shares purchased by the EBT
Issued ordinary shares at 31 December less ordinary shares
held by the EBT and SIP Trust
2020
£000
134,815
25,614
(160)
77
50
(351)
60
(250)
2019
£000
213,562
40,579
155
129
(5)
–
(385)
–
25,040
40,473
£000
Basic
Diluted
Pence per share
109,775
12.60
12.57
173,089
19.57
19.49
2020
Number of shares
2019
Number of shares
888,422,516
(13,360,310)
(4,280,999)
409,021
(6,669)
904,626,215
(14,813,304)
(6,097,026)
863,996
(216,744)
871,183,559
884,363,137
Weighted average number of ordinary shares (diluted)
For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive
shares. The Group’s potential dilutive instruments are in respect of share-based incentives granted to employees, which will be
settled by ordinary shares held by the EBT, the SIP and shares held in treasury.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 119
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
11 Earnings per share (EPS) continued
Weighted average number of ordinary shares (basic)
Dilutive impact of share-based incentives outstanding
2020
Number of shares
2019
Number of shares
871,183,559
2,491,363
884,363,137
3,670,032
873,674,922
888,033,169
The average market value of the Group’s shares for the purposes of calculating the dilutive effect of share-based incentives was
based on quoted market prices for the period during which the share-based incentives were outstanding.
Adjusted EPS
Adjusted EPS is calculated as it is used in the remuneration arrangements noted in the Directors Remuneration Report. It is
calculated by taking basic profit for the year and adding back the charge for share-based payments and the related NI, but without
any adjustment to the tax charge in respect of these items. A reconciliation of the basic earnings for the year to the adjusted
earnings is presented below:
Basic profit for the year
Share-based incentives charge
NI on share-based incentives
Adjusted profit for the year
Basic adjusted EPS
Diluted adjusted EPS
2020
£000
109,775
2,102
277
2019
£000
173,089
4,911
1,069
112,154
179,069
Price per share
2020
Price per share
2019
12.87
12.84
20.25
20.16
12 Dividends
Dividends declared and paid by the Company were as follows:
2018 final dividend paid
2019 interim dividend paid
2019 final dividend paid
2020 interim dividend paid
Unclaimed dividends returned
Net dividends included in the statement of cash flows
2020
2019
Pence per share
£000
Pence per share
–
–
–
–
–
–
–
–
–
–
–
–
(2)
(2)
4.00
2.80
–
–
6.80
–
–
£000
35,510
24,663
–
–
60,173
(317)
59,856
After the reporting date a final dividend of 4.5p (2019: 4.4p cancelled) per qualifying ordinary share being £39,228,000 (2019:
38,484,000 cancelled) was proposed by the Board of directors. The final dividend will be paid, subject to shareholder approval, on
28 May 2021. There was no 2020 interim dividend paid (2019: £24,663,000).
There was no 2020 interim dividend paid (2019: £24,663,000).
On 28 February 2020, the final dividend for 2019 was proposed for 4.4p with an estimated payment of £38,484,000. However, due
to the Covid-19 pandemic, the Board of directors decided on 27 March 2020 to cancel the proposed payment of the final 2019
dividend and not to declare any further discretionary dividend payments during 2020. The Board of directors believes that the
additional liquidity generated by this decision was prudent given the uncertainties arising from the Covid-19 pandemic.
The terms of the EBT provide that dividends payable on the ordinary shares held by the EBT are waived. No provision was made
for the final dividend in either year and there are no income tax consequences.
120 | RIGHTMOVE PLC | ANNUAL REPORT 2020
13 Property, plant and equipment
Group
Cost
At 1 January 2020
Additions
Leased asset additions
Modification of leased assets
At 31 December 2020
Depreciation
At 1 January 2020
Charge for year
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
Office
equipment,
fixtures &
fittings
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles*
£000
1,022
52
–
–
9,637
2,256
–
–
1,115
–
–
–
1,130
–
573
–
Land &
buildings*
£000
13,205
–
–
1,429
Total
£000
26,109
2,308
573
1,429
14,634
1,074
11,893
1,115
1,703
30,419
(2,961)
(1,570)
(656)
(146)
(8,437)
(1,129)
(466)
(122)
(788)
(292)
(13,308)
(3,259)
(4,531)
(802)
(9,566)
(588)
(1,080)
(16,567)
10,103
10,244
272
366
2,327
1,200
527
649
623
13,852
343
12,801
* Land & Buildings and Motor Vehicles are Right of Use assets held under leasing arrangements accounted for in accordance with IFSR16. Further disclosure is in Note 21.
Group
Cost
At 1 January 2019
Acquired through a business combination
Additions
Leased asset additions
Re-measurement of leased assets
Office
equipment,
fixtures &
fittings
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles
£000
951
48
23
–
–
9,008
109
520
–
–
1,105
–
–
–
10
940
–
–
190
–
Land &
buildings
£000
13,252
121
–
115
(283)
Total
£000
25,256
278
543
305
(273)
At 31 December 2019
13,205
1,022
9,637
1,115
1,130
26,109
Depreciation
At 1 January 2019
Acquired through a business combination
Charge for year
At 31 December 2019
Net book value
At 31 December 2019
At 31 December 2018
(1,476)
(29)
(1,456)
(491)
(24)
(141)
(7,367)
(77)
(993)
(334)
–
(132)
(396)
–
(392)
(10,064)
(130)
(3,114)
(2,961)
(656)
(8,437)
(466)
(788)
(13,308)
10,244
11,776
366
461
1,200
1,640
649
771
343
12,801
544
15,192
The re-measurement of leased assets relates to a cash refund in relation to a rent-free period on an office lease.
The Company had no property, plant or equipment in either year.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 121
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
14 Intangible assets
Group
Cost
At 1 January 2020
Additions
At 31 December 2020
Amortisation
At 1 January 2020
Charge for year
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
Group
Cost
At 1 January 2019
Additions
Arising on a business combination
At 31 December 2019
Amortisation
At 1 January 2019
Charge for year
At 31 December 2019
Net book value
At 31 December 2019
At 31 December 2018
Goodwill
£000
16,516
–
16,516
–
–
–
Computer
software
£000
Customer
relationships
£000
Total
£000
6,197
1,169
7,366
(5,167)
(559)
(5,726)
4,521
–
27,234
1,169
4,521
28,403
(113)
(452)
(565)
(5,280)
(1,011)
(6,291)
16,516
1,640
3,956
22,112
16,516
1,030
4,408
21,954
Goodwill
£000
2,465
–
14,051
16,516
–
–
–
Computer
software
£000
Customer
relationships
£000
Total
£000
7,673
236
19,325
–
–
4,521
5,208
236
753
6,197
4,521
27,234
(4,800)
(367)
–
(113)
(4,800)
(480)
(5,167)
(113)
(5,280)
16,516
1,030
4,408
21,954
2,465
408
–
2,873
The Company had no intangible assets in either year.
Impairment testing for cash generating units containing goodwill
For the purpose of impairment testing, goodwill is allocated to the Group’s Agency segment which represents the lowest level within
the Group at which goodwill is monitored for internal management purposes, which is not higher than the Group’s operating segments
as reported in Note 4.
The goodwill comprises £14,051,000 recognised on the acquisition of Van Mildert in 2019; £1,733,000 arising on the acquisition of
The Outside View Analytics Ltd in May 2016 and £732,000 of purchased goodwill arising pre-transition to IFRS. The Van Mildert goodwill
was allocated to the Agency segment as the revenue and future synergy benefits primarily relate to Agency customers. The goodwill
in relation to the Outside View was also allocated at the time of the initial acquisition to the Agency segment as the revenue from their
market appraisal product, known as Rightmove Discover, is derived from Rightmove’s Agency customer base.
122 | RIGHTMOVE PLC | ANNUAL REPORT 2020
14 Intangible assets continued
Management performed the annual impairment test, which included considering the uncertainties arising from the Covid- 19 pandemic.
The calculations used in the cash flow projections are based on the latest business plan that has been updated to reflect the most recent
developments as at the reporting date. The impairment test looked at cash flows over the next five years. The long-term growth rate
used is in line with the prevailing rate of inflation of c1% for the next two years. The pre-tax discount rate used was 10%. The result of
the impairment testing is not sensitive to changes in the inputs.
15 Investments
The subsidiaries of the Group as at 31 December 2020 were as follows:
Company
Rightmove Group Limited
Rightmove Rent Services Limited
Rightmove Property Services Limited
Van Mildert Landlord and Tenant
Protection Limited
Nature of business
Online property advertising
Online rental services
Online rental services
Credit referencing and rent
guarantee insurance services
Country of
incorporation
England and Wales
England and Wales
England and Wales
England and Wales
Holding
Class of shares
100%
100%
100%
100%
Ordinary
Ordinary
Ordinary
Ordinary
All the above subsidiaries are included in the Group consolidated financial statements. The registered office for all subsidiaries of
the Group is 2 Caldecotte Lake Business Park, Caldecotte Lake Drive, Caldecotte, Milton Keynes, MK7 8LE.
The Outside View Analytics Ltd was liquidated in January 2021, after liquidators were appointed in February 2019.
Company
Investment in subsidiary undertakings
At 1 January
Additions – subsidiary share-based payments charge
At 31 December
2020
£000
2019
£000
554,554
3,068
551,478
3,076
557,622
554,554
In 2008, the Company became the holding company of Rightmove Group Limited (formerly Rightmove plc, Company no.
03997679) and its subsidiaries pursuant to a Scheme of Arrangement under s425 of the Companies Act 1985 by way of a
share-for-share exchange. Following the Scheme of Arrangement, the Company underwent a court-approved capital reduction.
The consolidated assets and liabilities of the Group immediately after the Scheme were substantially the same as the consolidated
assets and liabilities of the Group immediately prior to the Scheme.
Following the capital reconstruction in 2008 all employees’ share-based incentives were transferred to the new holding
company, Rightmove plc. In addition, certain directors’ contracts of employment were transferred from Rightmove Group Limited
to Rightmove plc, whilst all other employees remained employed by Rightmove Group Limited. Accordingly, the share-based
payments charge has been split between the Company and Rightmove Group Limited with £3,068,000 (2019: £3,076,000)
being recognised in the Company accounts as a capital contribution to its subsidiary.
The Company’s investment in its subsidiary undertaking, Rightmove Group Limited, has been assessed for impairment.
Management compared the carrying amount of the investment to the market capitalisation of the Group, as Rightmove Group
Limited contains all of the Group’s trading operations. There was no impairment as, at 31 December 2020, the market
capitalisation of the Group was more than nine times greater than the Company’s investment in Rightmove Group Limited.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 123
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
16 Deferred tax asset and deferred tax liability
The deferred tax asset and deferred tax liability are attributable to the following:
Deferred tax asset
Group
Property
plant and
equipment
£000
Provisions
£000
Share-based
incentives
£000
At 1 January 2020
Prior year adjustment
Recognised in profit and loss
Recognised directly in equity
At 31 December 2020
At 1 January 2019
Arising on business combination
Recognised in profit and loss
Recognised directly in equity
At 31 December 2019
2,318
–
(98)
(154)
2,066
2,261
–
(67)
124
2,318
308
130
(57)
–
381
368
(9)
(51)
–
308
92
221
83
–
396
169
–
(77)
–
Company
Share-based
incentives
£000
1,010
–
(335)
(126)
549
966
–
(84)
128
Total
£000
2,718
351
(72)
(154)
2,843
2,798
(9)
(195)
124
92
2,718
1,010
The decrease in the deferred tax asset relating to share-based incentives at 31 December 2020 is primarily due to the reduction in
expected performance of the PPS awards.
Deferred tax liability
Group
At 1 January
Arising on business combination
Recognised in profit and loss
At 31 December
Intangibles 2020
£000
Intangibles 2019
£000
(871)
–
12
(859)
–
(897)
26
(871)
A reduction in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) was
substantively enacted on 26 October 2015, and an additional reduction to 17% (effective 1 April 2020) was substantively enacted
on 6 September 2016. On 17 March 2020 a measure was substantively enacted to maintain the corporation tax rate of 19% for
the 2020 and 2021 financial years, rather than reducing it to 17%. This will increase the Group’s future tax charge accordingly. The
deferred tax asset and liability as at 31 December 2020 have been calculated at the rate of 19% (2019:17%) which represents the
average rate at which they are expected to reverse in the future, based on currently enacted UK tax rates.
17 Trade and other receivables
Group
Trade receivables
Less provision for impairment of trade receivables
Net trade receivables
Prepayments
Interest receivable
Other debtors
2020
£000
18,277
(880)
17,397
5,951
4
98
2019
£000
20,285
(733)
19,552
3,922
32
479
23,450
23,985
Exposure to credit and currency risks and expected credit losses relating to trade and other receivables are disclosed in Note 26.
The Company had no trade and other receivables in either year.
124 | RIGHTMOVE PLC | ANNUAL REPORT 2020
18 Cash and deposits
Group
Cash and cash equivalents
Money market deposits
2020
£000
96,690
–
2019
£000
32,117
4,141
96,690
36,258
Cash balances with an original maturity of less than three months were held in current accounts during the year and attracted
interest at a weighted average rate of 0.2% (2019: 0.5%). The cash and cash equivalents balance includes £454,000
(2019: £507,000) which is restricted to use in accordance with the deeds of the EBT.
Money market deposits with an original maturity of more than three months and less than a year, attracted interest at a
weighted average rate of 1.3% (2019: 1.3%).
The Company had no cash and cash equivalents in either year.
19 Trade and other payables
Trade payables
Trade accruals
Other creditors
Other taxation and social security
Inter-group payables
2020
£000
2,742
5,879
414
9,890
–
Group
Company
2019
£000
1,384
6,705
481
10,946
–
2020
£000
–
666
–
–
46,798
2019
£000
–
1,202
–
–
14,038
18,925
19,516
47,464
15,240
20 Loans and borrowings
The agreement with Barclays Bank plc for a £10,000,000 committed revolving loan facility was updated on 20 April 2020 to
incorporate a variation to extend the term to 7 February 2022 and to introduce a covenant in relation to the ratio of net debt to
EBITDA. No amount has been drawn under this facility. The company had no bank loans and borrowing in either year.
21 Leases
The Group leases assets including land and buildings and motor vehicles that are held within property, plant and equipment
(Note 13). Information about leases for which the Group is a lessee is presented below.
Analysis of property, plant and equipment between owned and leased assets
Net book value of property, plant and equipment owned
Net book value of right of use assets
2020
£000
3,126
10,726
2019
£000
2,216
10,586
13,852
12,802
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 125
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
21 Leases continued
Net book value of right of use assets
At 1 January 2020
Additions
Lease modification
Depreciation charge
At 31 December 2020
At 1 January 2019
Additions
Acquired through business combination
IFRS 16 re-measurement
Depreciation charge
At 31 December 2019
Lease liabilities
Maturity analysis – contractual undiscounted cash flows
Less than one year
One to five years
More than five years
Lease liabilities included in the statement of financial position
Current
Non-current
Amounts recognised in profit or loss
Interest on lease liabilities
Expenses relating to short-term leases
Expenses relating to leases of low-value assets, excluding short-term leases of low-value assets
Amount recognised in the statement of cash flows
Property
£000
10,244
–
1,429
(1,570)
Vehicles
£000
342
573
–
(292)
Total
£000
10,586
573
1,429
(1,862)
10,103
623
10,726
11,776
115
92
(283)
(1,456)
544
190
–
–
(392)
12,320
305
92
(283)
(1,848)
10,244
342
10,586
2020
£000
2,281
8,346
2,544
2019
£000
1,983
7,391
3,921
13,171
13,295
2020
£000
2,023
10,287
2019
£000
1,709
10,499
12,310
12,208
2020
£000
279
233
16
528
2020
£000
2019
£000
287
87
31
405
2019
£000
Total cash outflow for leases
2,159
1,535
126 | RIGHTMOVE PLC | ANNUAL REPORT 2020
22 Provisions
At 1 January
Utilised during the year
Arising on business combination
Charged in the year
At 31 December
Current
Non-current
2020
Dilapidations
provision
£000
Employee
provisions
£000
Contingent
consideration
£000
2019
Dilapidations
provision
£000
Employee
provisions
£000
Contingent
consideration
£000
507
–
–
55
562
–
562
562
256
(256)
–
666
666
666
–
666
Total
£000
3,170
(256)
–
721
2,407
–
–
–
2,407
3,635
–
2,407
666
2,969
2,407
3,635
424
–
37
46
507
–
507
507
671
(417)
2
–
256
256
–
256
Total
£000
1,095
(417)
2,446
46
–
–
2,407
–
2,407
3,170
–
2,407
256
2,914
2,407
3,170
The dilapidations provision is in respect of any of the Group’s leased properties where the Group has obligations to make good
dilapidations. The non-current liabilities are estimated to be payable over periods from one to nine years.
During the year the Group has accrued amounts in relation to employee related holiday pay. The provision is based on the
estimated future payroll cost to the Group and has not been discounted as the time value of money is not significant.
The present value of the contingent and deferred consideration arising on acquisition of Van Mildert Landlord and Tenant
Protection Limited is £2,407,000. This was reassessed at 31 December 2020 and is discounted over the remaining one and a
half year period and is therefore classified as a non-current liability.
The Company had no provisions in either year.
23 Share capital
In issue ordinary shares
At 1 January
Purchase and cancellation of shares
2020
2019
Amount
£000
Number
of shares
Amount
£000
Number
of shares
892
(5)
891,416,008
(5,028,392)
908
(16)
907,684,330
(16,268,322)
At 31 December
887
886,387,616
892
891,416,008
All issued shares are fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per ordinary share at general meetings of the Company.
In June 2007, the Company commenced a share buyback programme to purchase its own ordinary shares. The total number
of shares bought back in 2020 was 5,028,392 (2019: 16,268,322) shares representing 1.8% (2019: 1.8%) of the ordinary shares
in issue (excluding shares held in treasury). All of the shares bought back in both years were cancelled. The shares were acquired
on the open market at a total consideration (excluding costs) of £30,125,000 (2019: £88,583,000). The maximum and minimum
prices paid were £6.50 (2019: £6.40) and £5.05 (2019: £4.28) per share respectively. Share-related expenses in relation to stamp
duty charges and broker expenses were £211,000 (2019: £619,000).
Included within shares in issue at 31 December 2020 are 1,395,476 (2019: 2,208,362) shares held by the EBT, 757,575
(2019: 785,130) shares held by the SIP and 13,285,490 (2019: 13,360,310) shares held in treasury.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 127
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
24 Reconciliation of movement in capital and reserves
Group
Own shares held – £000
Own shares held as at 1 January 2019
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
Reduction in shares released due to net settlement
SIP releases in the year
EBT shares
reserve
£000
SIP shares
reserve
£000
(1,113)
(2,112)
826
208
–
–
(2,985)
–
(826)
424
–
182
Treasury
shares
£000
(7,040)
–
–
723
(31)
–
Total
£000
(11,138)
(2,112)
–
1,355
(31)
182
Own shares held as at 31 December 2019
(2,191)
(3,205)
(6,348)
(11,744)
Own shares held as at 1 January 2020
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
Reduction in shares released due to net settlement
SIP releases in the year
(2,191)
(765)
734
397
–
–
(3,205)
–
(734)
524
–
–
(6,348)
–
–
36
–
–
(11,744)
(765)
–
957
–
–
Own shares held as at 31 December 2020
(1,825)
(3,415)
(6,312)
(11,552)
Own shares held – number of shares
Own shares held as at 1 January 2019
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
Reduction in shares released due to net settlement
SIP releases in the year
EBT shares
reserve
2,248,020
385,612
(131,110)
(294,160)
–
–
Number of shares
SIP shares
reserve
810,095
–
131,110
(111,800)
–
(44,275)
Treasury
shares
14,813,304
–
–
(1,518,184)
65,190
–
Total
17,871,419
385,612
–
(1,924,144)
65,190
(44,275)
Own shares held as at 31 December 2019
2,208,362
785,130
13,360,310
16,353,802
Own shares held as at 1 January 2020
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
Reduction in shares released due to net settlement
SIP releases in the year
2,208,362
118,293
(113,465)
(817,714)
–
–
785,130
–
113,465
(141,020)
–
–
13,360,310
–
–
(74,820)
–
–
16,353,802
118,293
–
(1,033,554)
–
–
Own shares held as at 31 December 2020
1,395,476
757,575
13,285,490
15,438,541
(a) EBT shares reserve
This reserve represents the cost of own shares acquired by the EBT less any exercises of share-based incentives.
At 31 December 2020, the EBT held 1,395,476 (2019: 2,208,362) ordinary shares in the Company, representing 0.2% (2019: 0.3%)
of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the EBT at 31 December
2020 was £9,085,000 (2019: £14,001,000).
128 | RIGHTMOVE PLC | ANNUAL REPORT 2020
24 Reconciliation of movement in capital and reserves continued
(b) SIP shares reserve (Group and Company)
In November 2014, the Company established the Rightmove Share Incentive Plan Trust (SIP). This reserve represents the cost
of acquiring shares less any exercises or releases of SIP awards. Employees of Rightmove Group Limited and Rightmove plc were
offered 350 free shares with effect from 21 December 2020 (2019: 450), subject to a three year service period. 141,020 shares
were exercised and nil (2019: 44,275) shares were released by the SIP during the year in relation to good leavers and retirees.
113,465 (2019: 131,110) shares were transferred to the SIP reserve from the EBT.
At 31 December 2020 the SIP held 757,575 (2019: 785,130) ordinary shares in the Company, representing 0.09% (2019: 0.09%)
of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the SIP at 31 December
2020 was £4,932,000 (2019: £4,978,000).
(c) Treasury shares (Group and Company)
This represents the cost of acquiring shares held in treasury less any exercises of share-based incentives. These shares were
bought in 2008 at an average price of 47.60 pence and may be used to satisfy certain share-based incentive awards. An additional
nil (2019: 23,085) shares were issued as a result of rolled up dividend payments in relation to performance shares. The market
value of the shares held in treasury at 31 December 2020 was £86,489,000 (2019: £84,704,000).
Other reserves
This represents the Capital Redemption Reserve in respect of own shares bought back and cancelled. The movement of £5,000
(2019: £16,000) is the nominal value of ordinary shares cancelled during the year.
Retained earnings
The loss on the exercise of share-based incentives of £241,000 (2019: £608,000 loss) is the difference between the value that the
shares held by the EBT, SIP and treasury shares were originally acquired at and the exercise price at which share-based incentives
were exercised or released during the year. Details of share buybacks and cancellation of shares are included in Note 23.
Company
Reverse acquisition reserve
This reserve resulted from the acquisition of Rightmove Group Limited by the Company and represents the difference between
the value of the shares acquired at 28 January 2008 and the nominal value of the shares issued.
Other reserves
Awards relating to share-based incentives made to Rightmove Group Limited employees have been treated as a deemed capital
contribution. The principal movement in other reserves for the year comprises £3,068,000 (2019: £3,076,000) in respect of the
share-based incentives charge for employees of Rightmove Group Limited.
In addition, other reserves include £407,000 (2019: £402,000) of Capital Redemption Reserve. A movement of £5,000
(2019: £16,000) has been recorded in relation to the nominal value of ordinary shares cancelled during the year.
25 Share-based payments
The Group and Company operate a number of share-based incentive schemes for executive directors and employees.
All share-based incentives are subject to a service condition. Such conditions are not taken into account in the fair value of the
service received. The fair value of services received in return for share-based incentives is measured by reference to the fair value
of share-based incentives granted. The estimate of the fair value of the share-based incentives is measured using either the
Monte Carlo or Black Scholes pricing model as is most appropriate for each scheme.
NI is being accrued, where applicable, at a rate of 13.8%, which management expects to be the prevailing rate when the awards
are exercised, based on the share price at the reporting date. The total NI charge for the year relating to all awards was £277,000
(2019: £1,069,000). The share price at 31 December 2020 was £6.51 (2019: £6.34).
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 129
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
25 Share-based payments continued
The Group recognised a total share-based payments charge for the year of £2,102,000 (2019: £4,911,000) with a Company credit
for the year of £966,000 (2019: charge £1,835,000), as set out below:
Sharesave Plan
Performance Share Plan (PSP)
Deferred Share Bonus Plan (DSP)
Share Incentive Plan (SIP)
Restricted Share Plan (RSP)
Total share-based payments charge
NI on applicable share-based incentives at 13.8%
2020
£000
324
(1,112)
1,489
838
563
2,102
277
Group
Company
2019
£000
267
1,302
2,364
676
302
4,911
1,069
2020
£000
1
(1,019)
52
–
–
2019
£000
(1)
1,206
630
–
–
(966)
1,835
(53)
597
A 2% reduction or increase in the employee leaver assumption (excluding executive directors) for the DSP and the PSP would have
increased or decreased the share-based payments charge in the year by £41,000 (2019: £58,000).
Approved and Unapproved Plans
There has been no award of share options for Approved and Unapproved Plans since 5 March 2010.
Group
Outstanding at 1 January
Exercised
Outstanding at 31 December
Exercisable at 31 December
2020
Weighted average
exercise price
Number
(pence)
Number
2019
Weighted average
exercise price
(pence)
–
–
–
–
–
–
–
–
525,530
(525,530)
–
–
66.6
66.6
–
–
The weighted average market value per ordinary share for options exercised in 2020 was nil (2019: 541.60 pence). There are no
options outstanding at 31 December 2020 (2019: nil).
Sharesave Plan
The Group operates an HMRC Approved Sharesave Plan under which employees of Rightmove plc and Rightmove Group Limited
are granted an option to purchase ordinary shares in the Company at up to 20% less than the market price at invitation, in three
years’ time, dependent on their entering into a contract to make monthly contributions into a savings account over the relevant
period. These funds are used to fund the option exercise. No performance criteria are applied to the exercise of Sharesave
options. The assumptions used in the measurement of the fair value at grant date of the Sharesave Plan are as follows:
Share
price at
grant date
(pence)
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Employee
turnover
before
vesting/
non-vesting
condition
(%)
Fair value
per option
(pence)
558.6
627.0
430.0
513.0
22.4
27.5
3.0
3.0
0.8
0.0
1.2
0.5
25.0
10.0
146.9
167.1
Grant date
1 October 2019
30 September 2020
130 | RIGHTMOVE PLC | ANNUAL REPORT 2020
25 Share-based payments continued
Expected volatility is estimated by considering historic average share price volatility at the grant date.
The requirement that an employee must save in order to purchase shares under the Sharesave Plan is a non-vesting condition.
This feature has been incorporated into the fair value at grant date by applying a discount to the valuation obtained from the Black
Scholes pricing model. The discount has been determined by estimating the probability that the employee will stop saving based
on expected future trends in the share price and past employee behaviour.
2020
Weighted average
exercise price
Group
Outstanding at 1 January
Granted
Forfeited
Exercised
Number
(pence)
Number
804,221
247,942
(85,974)
(214,166)
387.3
513.0
401.5
329.7
954,274
316,047
(187,093)
(279,007)
Outstanding at 31 December
752,023
442.9
804,221
Exercisable at 31 December
42,096
329.00
22,220
2019
Weighted average
exercise price
(pence)
349.2
388.0
359.0
324.8
387.3
331.5
The weighted average market value per ordinary share for Sharesave options exercised in 2020 was 624.01 pence
(2019: 585.88 pence). The Sharesave options outstanding at 31 December 2020 have an exercise price in the range of
389.00 pence to 513.00 pence (2019: 296.00 pence to 430.00 pence) and a weighted average contractual life of 2.2 years
(2019: 2.4 years).
Performance Share Plan (PSP)
The PSP permits awards of nil cost options or contingent shares which will only vest in the event of prior satisfaction of a
performance condition.
228,004 PSP awards were made on 17 September 2020 (the Grant Date) subject to Earnings Per Share (EPS) and Total
Shareholders Return (TSR) performance. Performance will be measured over three financial years (1 January 2020 – 31 December
2023). The vesting in March 2022 (Vesting Date) of 50% of the 2019 PSP award will be dependent on a relative TSR performance
condition measured over a three year performance period and the vesting of the 50% of the 2019 PSP award will be dependent
on the satisfaction of an EPS growth target measured over a three year performance period.
The PSP awards have been valued using the Monte Carlo model for the TSR element and the Black Scholes model for the EPS
element and the resulting share-based payments charge is being spread evenly over the three-year period between Grant Date
and Vesting Date. PSP award holders are entitled to receive dividends accruing between the Grant Date and the Vesting Date and
this value will be delivered in shares. The assumptions used in the measurement of the fair value at grant date of the PSP awards
are as follows:
Grant date
Share
price at
grant date
(pence)
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Employee
turnover
before
vesting/
non-vesting
condition
(%)
Fair value
per option
(pence)
6 March 2019 (TSR dependent)(1)
6 March 2019 (EPS dependent)(1)
17 September 2020 (TSR dependent)(1)
17 September 2020 (EPS dependent)(1)
495.1
495.1
630.0
630.0
0.0
0.0
0.0
0.0
22.4
n/a
27.5
n/a
3.0
3.0
3.0
3.0
0.8
0.8
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
270.0
495.1
346.0
533.0
(1) For details of TSR and EPS performance conditions refer to the Directors’ Remuneration Report.
Expected volatility is estimated by considering historic average share price volatility at the grant date.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 131
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
25 Share-based payments continued
Group
Outstanding at 1 January
Granted
Lapsed(1)
Exercised
Outstanding at 31 December
Exercisable at 31 December
2020
Number
2019
Number
1,131,918
228,004
(82,637)
(260,006)
1,719,070
351,802
(326,905)
(612,049)
1,017,279
1,131,918
188,258
123,758
(1) Following the achievement of 67% of the 2016 PSP performance targets 236,692 nil cost PSP options were lapsed in 2019. Following the achievement of 85% of the
2017 PSP performance target 57,266 nil cost PSP options were lapsed in the year.
The weighted average market value per ordinary share for options exercised in 2020 was 624.25 pence (2019: 529.79 pence).
The weighted average exercise price was nil in both years. The PSP awards outstanding at 31 December 2020 have a weighted
average contractual life of 3.3 years (2019: 2.9 years).
Deferred Share Bonus Plan (DSP)
In March 2009 a DSP was established which allows executive directors and other selected senior management the opportunity to
earn a bonus determined as a percentage of base salary settled in nil cost deferred shares. The award of shares under the plan is
contingent on the satisfaction of pre-set internal targets relating to underlying drivers of long-term revenue growth (the
Performance Period). The right to the shares is deferred for two years from the date of the award (the Vesting Period) and
potentially forfeitable during that period should the employee leave employment. The deferred share awards have been valued
using the Black Scholes model and the resulting share-based payments charge is being spread evenly over the combined
Performance Period and Vesting Period of the shares, being three years.
The assumptions used in the measurement of the fair value of the deferred share awards are calculated at the date on which the
potential DSP bonus is communicated to directors and senior management (the grant date) as follows:
Share
price at
grant date
(pence)
Award date
Exercise
price
(pence)
Expected
term
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Employee
turnover
before
vesting/
non-vesting
condition
(%)
Fair value
per option
(pence)
6 March 2019(1)
4 March 2020(2)
495.1
614.0
0.0
0.0
3.0
3.0
0.8
0.8
1.3
0.5
12.0
12.0
476.0
605.3
Grant date
6 March 2019
4 March 2020
(1) Following the achievement of 65% of the 2019 internal performance targets, 357,152 nil cost shares were awarded to executives and senior management on
4 March 2020 (the award date) with the right to release the shares deferred until March 2022.
(2) Based on the 2020 internal performance targets, the Remuneration Committee determined that 56% of the maximum award in respect of the year will be made in
March 2021. The number of shares to be awarded will be determined based on the share price at the Award Date in March 2021.
Group
Outstanding at 1 January
Awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2020
Number
939,982
357,152
(10,257)
(405,300)
2019
Number
789,640
572,387
(64,525)
(357,520)
881,577
939,982
–
–
The weighted average market value per ordinary share for deferred shares exercised in 2020 was 616.37 pence (2019: 523.19 pence).
The weighted average exercise price was nil in both years. The DSP awards outstanding at 31 December 2020 have a weighted
average contractual life of 2.2 years (2019: 1.7 years).
132 | RIGHTMOVE PLC | ANNUAL REPORT 2020
25 Share-based payments continued
Share Incentive Plan
In 2014, the Group established the Rightmove Share Incentive Plan Trust (SIP). Employees in Rightmove plc and Rightmove
Group Limited were offered 350 shares on 21 December 2020 (2019: 450 shares on 20 December 2019) subject to a three year
service period (the Vesting Period). The SIP awards have been valued using the Black Scholes model and the resulting share-based
payments charge spread evenly over the Vesting Period of three years. The SIP shareholders are entitled to dividends paid in cash
over the Vesting Period. No performance criteria are applied to the exercise of SIP options. The assumptions used in the
measurement of the fair value at grant date of the SIP awards are as follows:
Grant date
21 December 2018
20 December 2019
20 December 2020
Share
price at
grant date
(pence)
420.9
642.4
651.6
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Employee
turnover
before
vesting/
non-vesting
condition
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
25.4
22.4
27.5
3.0
3.0
3.0
0.8
0.8
0.0
0.0
0.0
0.0
33.0
33.0
33.0
420.9
642.4
651.6
Expected volatility is estimated by considering historic average share price volatility at the grant date.
Group
Outstanding at 1 January
Granted
Forfeited
Released
Exercised
Outstanding at 31 December
Exercisable at 31 December
2020
Number
761,845
187,250
(60,025)
–
(141,020)
2019
Number
790,470
223,650
(96,200)
(111,800)
(44,275)
748,050
761,845
106,000
79,770
The weighted average market value per ordinary share for SIP awards released and exercised in 2020 was 630.37 pence
(2019: 496.24 pence). The weighted average exercise price in both years was nil.
The SIP shares released relate to good leavers and retirements from the SIP, in accordance with the terms of the SIP.
The SIP options outstanding at 31 December 2020 have a weighted average contractual life of 1.2 years (2019: 1.4 years).
Restricted Share Plan (RSP)
In March 2019 an RSP was established that awards shares to selected senior management, subject only to service conditions.
254,502 nil cost deferred shares were awarded to senior management on 6 March 2019. All these awards will vest three years
from the date of grant, subject to a three-year service period. A further 33,614 were awarded on 17 September 2020 with a
vesting period of one year.
Participants are not entitled to receive dividends on these awards. RSP awards have been valued using the Black Scholes model
and the resulting share-based payments charge is being spread evenly over the Vesting Period of the shares, being three years.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 133
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
25 Share-based payments continued
Share
price at
grant date
(pence)
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Employee
turnover
before
vesting/
non-vesting
condition
(%)
Fair value
per option
(pence)
495.1
630.0
0.0
0.0
22.4
27.5
3.0
1.0
0.8
0.0
0.0
0.0
25.0
0.0
476.0
627.2
2020
Number
211,323
33,614
–
–
2019
Number
–
254,502
(28,786)
(14,393)
244,937
211,323
–
–
Grant date
6 March 2019
17 September 2020
Group
Outstanding at 1 January
Awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
The weighted average market value per ordinary share for RSP awards exercised in 2019 in relation to a good leaver was 525.10
pence. The weighted average exercise price was nil. The RSP options outstanding at 31 December 2020 have a weighted average
contractual life of 1.1 years (2019: 2.2 years).
26 Financial instruments
Credit risk
The carrying amount of financial assets, represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
Group
Net trade receivables
Accrued interest receivable
Contract assets
Other debtors
Cash and cash equivalents
Money market deposits
Note
17
17
5
17
18
18
2020
£000
17,397
4
334
98
96,690
–
2019
£000
19,552
32
429
479
32,117
4,141
114,523
56,750
The Company had no exposure to credit risk in either year.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
Group
UK
Rest of the world
134 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Note
2020
£000
17,252
145
2019
£000
18,982
570
17
17,397
19,552
26 Financial instruments continued
The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was:
Group
Property products
Other
Note
2020
£000
14,961
2,436
2019
£000
17,355
2,167
17
17,397
19,522
The Group’s most significant customer accounts for £499,000 (2019: £861,000) of net trade receivables as at 31 December 2020.
Expected credit loss assessment
For Rightmove Group Limited’s smaller Agency and Overseas customers, expected credit losses are measured using a
provisioning matrix based on the reason the trade receivable is past due. The provision matrix rates are based on actual credit
loss experience over the past three years and adjusted, when required, to take into account current macro-economic factors.
For all other customers the Group applies experienced credit judgement that is determined to be predictive of the risk of loss
to assess the expected credit loss, taking into account external ratings, financial statements and other available information.
Management has considered the impact of Covid-19 on its customers and any credit risks arising due to the slowdown in
converting property sales into cash, due to the additional activity in the property market. However there have been very limited
indications that this is impacting customers’ ability to pay the Group. Overall, the impact on credit risk is minimal due to the
majority of customers paying in advance on a subscription basis.
The following table provides information about the exposure to credit risk and expected credit losses for trade receivables from
individual customers as at 31 December 2020.
2020
Current
Past due 1 – 30 days
Past due 31 – 60 days
Past due 61 – 90 days
More than 91 days past due
2019
Current
Past due 1 – 30 days
Past due 31 – 60 days
Past due 61 – 90 days
More than 91 days past due
Weighted-average
loss rate
Gross carrying
amount
£000
Loss allowance
£000
Credit-impaired
1.6%
6.5%
13.3%
5.9%
21.9%
11,969
3,391
1,281
423
1,213
18,277
(197)
(220)
(171)
(25)
(267)
(880)
No
No
No
No
No
Weighted-average
loss rate
Gross carrying
amount
£000
Loss allowance
£000
Credit-impaired
1.1%
7.8%
5.8%
2.1%
14.3%
13,099
4,904
867
402
1,013
20,285
(149)
(381)
(50)
(8)
(145)
(733)
No
No
No
No
No
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 135
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
26 Financial instruments continued
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Group
At 1 January
Arising on business combination
Charged during the year
Utilised during the year
At 31 December
2020
£000
733
–
701
(554)
880
2019
£000
718
71
740
(796)
733
The Group has identified specific balances for which it has provided an impairment allowance on a line by line basis across all
ledgers, in both years. No general impairment allowance has been provided in either year.
The allowance accounts in respect of trade receivables are used to record impairment losses unless the Group is satisfied that no
recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against the financial
asset directly.
Liquidity risk
The contractual maturities of undiscounted financial liabilities, including undiscounted estimated interest payments, as at year
end were:
Group
At 31 December 2020
Trade payables being non-derivative financial liabilities
At 31 December 2019
Trade payables being non-derivative financial liabilities
The Company had no derivative financial liabilities in either year.
Carrying
amount
£000
Contractual
cash flows
£000
6 months
or less
£000
2,742
(2,742)
(2,742)
1,384
(1,384)
(1,384)
It is not expected that the cash flows included in the maturity analysis could occur earlier or at significantly different amounts and
all payables are due within six months of the balance sheet date.
Currency risk
During 2020 all the Group’s sales and more than 97.8% (2019: 97.0%) of the Group’s purchases were Sterling denominated and
accordingly it has no significant currency risk.
Interest rate risk
The Group has exposure to interest rate risk on its cash and cash equivalent balances and money market deposit balances.
As at 31 December 2020 the Group had total cash and cash equivalents of £96,690,000 (2019: £32,117,000) and money market
deposits of nil (2019: £4,141,000).
Fair values
The fair values of all financial instruments in both years are equal to the carrying values.
136 | RIGHTMOVE PLC | ANNUAL REPORT 2020
27 Acquisition of subsidiary
On 30 September 2019, the Group acquired the entire ordinary share capital of Van Mildert Landlord and Tenant Protection
Limited (Van Mildert), a business providing tenant references and rent guarantee insurance to lettings agents and landlords.
Van Mildert provides the Group with an established tenant referencing product, together with rent guarantee insurance
capabilities and operational expertise. This augments our lettings proposition and is a key step in Rightmove’s strategy of
improving the efficiency of the under-served rental marketplace.
The total consideration comprises an initial cash consideration of £15,882,000 together with a maximum contingent cash
consideration of £4,000,000 if Van Mildert’s cumulative revenue in 2020 and 2021 exceeds £12,034,000. At the acquisition
date, the fair value of the contingent consideration was estimated at £2,407,000, based on discounted expected future
revenue streams of the business over the period to which the consideration relates and is unchanged at 31 December 2020.
Cash consideration
Contingent consideration (Note 22)
Total consideration
The following table provides a reconciliation of the amounts included in the Consolidated Statement of Cash Flows:
Net cash flow on acquisition
Cash paid for subsidiary
Net of cash and cash equivalents acquired
Net cash outflow included in the statement of cash flows
2019
£000
15,882
2,407
18,289
2019
£000
15,882
(255)
15,627
The total cash consideration paid of £15,882,000 excludes acquisition costs of £322,000, which was recognised as an expense in
the 2019 Consolidated Statement of Comprehensive Income. Included within transaction costs on acquisition of £322,000 were
legal and due diligence fees and stamp duty.
In the three-month period to 31 December 2019, Van Mildert contributed revenue of £833,000 and a trading loss after tax
of £74,000 to the Group’s results. If the acquisition had occurred on 1 January 2019, management estimated that the 2019
consolidated revenue would have been £292,253,000 and the 2019 consolidated profit for the year would have been
£172,925,000. In determining these amounts, management has assumed that the fair value adjustments, determined
provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2019.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 137
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
27 Acquisition of subsidiary continued
The following table details the fair values of the assets and liabilities acquired at the date of acquisition.
Net assets acquired
Non-current assets
Property, plant and equipment
Intangible assets – IT development costs
Intangible assets – credit referencing software (Note 14)
Intangible assets – customer relationships (Note 14)
Total non-current assets
Current assets
Trade and other receivables
Contract assets
Cash and cash equivalents
Total current assets
Current liabilities
Trade and other payables
Contract liabilities
Lease liabilities (Note 21)
Income tax payable
Provisions (Note 22)
Total current liabilities
Non-current liabilities (Note 16)
Fair value of net assets acquired
Carrying values
pre-acquisition
£000
Fair value
adjustments
£000
Fair values
£000
87
127
–
–
214
847
30
255
1,132
(767)
(9)
–
(40)
(2)
(818)
(9)
519
61
(127)
753
4,521
5,208
31
–
–
31
(494)
–
(92)
–
(37)
(623)
(897)
148
–
753
4,521
5,422
878
30
255
1,163
(1,261)
(9)
(92)
(40)
(39)
(1,441)
(906)
3,719
4,238
Trade and other receivables comprise gross contractual amounts of £979,000 of which £71,000 was not expected to be
collectable at the date of acquisition.
Goodwill
Goodwill arising from the acquisition has been recognised as follows:
Total consideration
Fair value of net assets acquired
Goodwill
£000
18,289
(4,238)
14,051
The goodwill figure recognised above includes the knowledge and experience of the company which is established within the
credit referencing and rent guarantee insurance markets, the skilled workforce employed by Van Mildert, and the reputation of
the business. This is together with the synergy benefits expected to the Group through leveraging the scale and reach of the
Rightmove customer base, sales and marketing teams and technological capability. The Directors considered the fair
value of assets and liabilities acquired and concluded that there were no other intangible assets to be recognised.
138 | RIGHTMOVE PLC | ANNUAL REPORT 2020
28 Related party disclosures
Inter-group transactions with subsidiaries
Under the inter-group loan agreement dated 30 January 2008, Rightmove Group Limited settles all expenses on behalf of the
Company, including dividends paid to shareholders and share buybacks and related costs. During the year, the Company was
charged interest of £279,000 (2019: £542,000) under this agreement and at 31 December 2020 the unsecured inter-group
loan balance was £46,799,000 (2019: £14,038,000) including capitalised interest (refer Note 19).
There were no interim or final dividends declared in 2020 (2019: £178,572,000). Rightmove Group Limited declared a dividend in
specie of £734,000 (2019: £826,000), representing the cost of the SIP shares transferred from the EBT to the SIP during the year.
The Company grants share options to employees of Rightmove Group Limited. This transaction is recognised as a recharge
arrangement with an increase in the carrying value of the investment of Rightmove Group Limited (refer Note 15).
Inter-group transactions between subsidiaries
During the year, Rightmove Group Limited has settled liabilities on behalf of Van Mildert Landlord and Tenant Protection Limited.
The balance owing under the inter-group loan agreement dated 30 September 2019 was £384,000 as at 31 December 2020
(2019: £86,000).The interest charged under this agreement was £1,400 (2019: £nil). During the year, on 29 April 2020, a
subordinated loan was granted to Van Mildert Landlord and Tenant Protection Limited for the value of £900,000. The amount
owing at 31 December 2020 was £904,000 (2019: nil). The interest charge was £4,000 (2019: nil).
During the year, Rightmove Group Limited has settled liabilities on behalf of Rightmove Rent Services Limited and the balance
owing under the inter-group loan agreement dated 28 March 2018 was £1,534,000 as at 31 December 2020 (2019: £1,359,000).
Under IFRS 9 this loan has been fully impaired within Rightmove Group Limited as it is not expected to be recovered. The interest
charged under this agreement was £11,000 (2019: £13,000).
Directors’ transactions
There were no transactions with directors in either year other than those disclosed in the Directors’ Remuneration Report.
Information on the emoluments of the directors who served during the year, together with information regarding the
beneficial interest of the directors in the ordinary shares of the Company is included in the Directors’ Remuneration Report.
During the year, the directors in office in total had gains of £2,153,000 (2019: £5,791,000) arising on the exercise of
share-based incentive awards. The total share-based payments credit in relation to the directors in office was £965,000
(2019: £1,835,000 charge). The credit in the current year arose as a result of a reduction in the estimated performance of
long-term incentive schemes in the period.
Robyn Perriss, who was Finance Director until 30 June 2020, became a non-executive director of Softcat plc on 1 July 2019.
Softcat provides Rightmove Group with computer equipment, software and IT consumables on an arms-length basis, under
contractual terms agreed prior to Robyn’s appointment. The value of purchases by Rightmove from Softcat plc in 2020 was
£58,000 (2019: £43,000) with no amounts outstanding at the year end.
Key management personnel
No other Rightmove employees are considered to meet the definition of key management personnel other than those
disclosed in the Directors’ Remuneration Report.
29 Contingent liabilities
The Group and the Company had no contingent liabilities in either year, other than the contingent consideration disclosed in
Note 22.
30 Subsequent events
There have been no subsequent events having a material impact on the financial statements between 31 December 2020
and the reporting date.
RIGHTMOVE PLC | ANNUAL REPORT 2020 | 139
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Advisers and shareholder information
Contacts
Chief Executive Officer:
Chief Financial Officer:
Company Secretary:
Website:
Peter Brooks-Johnson
Alison Dolan
Sandra Odell
www.rightmove.co.uk
Financial calendar 2021
2020 full year results
Final dividend record date
Annual General Meeting
Final dividend payment
Half year results
26 February 2021
30 April 2021
7 May 2021
28 May 2021
30 July 2021
Registered office
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in
England no. 06426485
Corporate advisers
Financial adviser
UBS Investment Bank
Joint brokers
UBS AG London Branch
Numis Securities Limited
Auditor
KPMG LLP
Bankers
Barclays Bank plc
Santander UK plc
HSBC UK Bank plc
Lloyds Banking Group plc
Solicitors
EMW LLP
Slaughter and May
Herbert Smith Freehills LLP
Registrar
Link Group*
*Shareholder enquiries
The Company’s registrar is Link Group. They will be pleased to deal with any questions regarding your shareholding or dividends.
Please notify them of your change of address or other personal information. Their contact details are:
Shareholder helpline: 0371 664 0300 calls are charged at the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday
excluding public holidays in England and Wales.
Email: enquiries@linkgroup.co.uk
Signal Shares shareholder portal: www.signalshares.com
Address:
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Shareholders can register online to view your holdings using the shareholder portal, a service offered by Link Group at
www.signalshares.com. The shareholder portal is an online service enabling you to quickly and easily access and maintain your
shareholding online – reducing the need for paperwork and providing 24 hour access for your convenience.
You may:
• View your holding balance and get an indicative valuation
• View the dividend payments you have received
• Cast your proxy vote on the AGM resolutions online
• Update your address
• Register and change bank mandate instructions so that dividends can be paid directly to your bank account
• Elect to receive shareholder communications electronically
• Access a wide range of shareholder information and download shareholder forms
140 | RIGHTMOVE PLC | ANNUAL REPORT 2020
Rightmove plc | Annual Report 2020
Rightmove’s purpose is to make
home moving easier in the UK.
We do this by creating a simpler and
more efficient property marketplace.
Rightmove is the UK’s number one property portal
Contents
Strategic report
1 Highlights
2 Chair’s statement
4 Chief Executive’s review
5 Our strategy
14 Business model
16
18
22 Risk management
Principal risks and
23
uncertainties
Key performance indicators
Financial review
27 Withdrawal from the EU
27
Going concern and viability
statement
28 Working with our stakeholders
Environmental, social and
31
governance report
Corporate governance report
Governance
46
48 Directors and officers
56 Audit Committee report
64 Nomination Committee report
67
Directors’ remuneration report
87 Directors’ report
90
Directors’ responsibilities
statement
Auditor’s report
91
Financial statements
98
Consolidated statement of
comprehensive income
Consolidated statement of
financial position
100 Company statement of
financial position
99
104 Company statement of
changes in shareholders’ equity
105 Notes forming part of the
financial statements
140 Advisers and shareholder
information
101 Consolidated statement of
cash flows
102 Company statement of
cash flows
103 Consolidated statement of
changes in shareholders’ equity
Designed and produced by The Team www.theteam.co.uk
Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
Annual Report 2020
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