Rightmove plc
2 Caldecotte Lake
Business Park
Caldecotte Lake Drive
Milton Keynes
MK7 8LE
Registered in England no. 6426485
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Annual Report 2022
Rightmove plc | Annual Report 2022
Rightmove plc | Annual Report 2022
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.
Strategic report
01 Contents
02 Highlights
04 Chair’s statement
06 Our business model
08 Our strategy
14 Chief Executive’s review
18
20 Financial review
23 Risk management
26
29
Key performance indicators
Principal risks and uncertainties
Going concern and viability
statement
Section 172 Statement – Working
with our stakeholders
35 Sustainability report
30
Designed and produced by The Team www.theteam.co.uk
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Corporate governance report
Governance
60
63 Directors and officers
71 Audit Committee report
79
82
114 Directors’ report
117 Directors’ responsibilities
Nomination Committee report
Directors’ remuneration report
statement
118 Auditor’s report
Financial statements
126 Consolidated statement of
comprehensive income
127 Consolidated statement
of financial position
128 Company statement
of financial position
129 Consolidated statement
of cash flows
130 Company statement
of cash flows
131 Consolidated statement of
changes in shareholders’ equity
132 Company statement of changes
in shareholders’ equity
133 Notes forming part of the financial
statements
167 Advisers and shareholder
information
OUR BUSINESS MODEL
Creating value for all
our shareholders
Page 06
OUR STRATEGY
Our ambition to make home
moving easier
Page 08
KEY PERFORMANCE
INDICATORS
Financial and operational
Page 18
PRINCIPAL RISKS AND
UNCERTAINTIES
A comprehensive review
of risks
Page 26
SUSTAINABILITY REPORT
Making a difference beyond
our direct operations
Page 35
CORPORATE
GOVERNANCE REPORT
Excellence in governance
Page 60
Rightmove plc | Annual Report 2022 | 1
Strategic report | Highlights
Financial highlights
Rightmove’s strong
financial performance
reflects the exceptional
returns we offer to
customers who
continued to rely on
our digital products
throughout the
year to drive their
own businesses.
REVENUE
+9%
Revenue of £332.6m up 9% compared to
2021 (2021: £304.9m). This reflected the
growth in product uptake and package
upgrades within Estate Agency and
New Homes as well as growth in the
other business units
UNDERLYING
OPERATING PROFIT(1)
+6%
Underlying operating profit of £245.4m
up 6% compared to 2021 (2021: £231.0m)
UNDERLYING EARNINGS
PER SHARE(2)
BASIC EARNINGS
PER SHARE
+9%
Underlying basic earnings per share of
23.8p up 2.0p on 2021 (2021: 21.8p)
+10%
Basic earnings per share of 23.4p up 2.1p
(2021:21.3p)
CASH RETURNED TO
SHAREHOLDERS
£197.7m
Cash returned to shareholders through
share buy backs and dividends totalled
£197.7m (2021: £238.8m). Interim
dividend of 3.3p and final dividend
of 5.2p (2021: 3.0p and 4.8p).
Total dividend for 2022 of 8.5p (2021:7.8p)
OPERATING PROFIT
+7%
Operating profit of £241.3m up 7%
compared to 2021 (2021: £226.1m)
(1) Underlying Operating Profit is defined as operating profit before share-based
payments charges (including the related National Insurance).
(2) Underlying EPS is defined as underlying profit (profit for the year before share-
based payments charges including the related National Insurance and appropriate
tax adjustments), divided by the weighted average number of ordinary shares in
issue for the year.
Further details of the Underlying Operating Profit and Underlying Earnings per Share
(alternative performance measures) is disclosed in Note 1 of the financial statements.
2 | Rightmove plc | Annual Report 2022
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Operational highlights
Rightmove remains
the place home
hunters and sellers
turn to first and so
provides its customers
with access to the
largest possible home
moving audience –
this is reflected in the
customer numbers,
average revenue spent
per customer (ARPA),
as well as in the
consumer traffic
statistics.
CUSTOMER NUMBERS
19,014
Membership numbers were broadly flat
on 2021 (18,969)
AVERAGE REVENUE
PER ADVERTISER(3)
£1,314
Average revenue per advertiser (ARPA)
up 11% compared to 2021 (2021: £1,189)
TRAFFIC – VISITS
TRAFFIC – TIME ON SITE(4)
-8%
Site visits down 8%/£0.2bn compared
to 2021 to 2.3 billion(4) (2021: 2.5 billion) –
reflecting the return to a more
normal market after the high levels of
post-pandemic activity during 2021
16.3bn
Time on site is down 11% over the year
at 16.3 billion minutes (2021: 18.3 billion)
PROPERTIES ADVERTISED
EMPLOYEE ENGAGEMENT
741,000
Over 741,000 UK residential properties
advertised on Rightmove (2021: 692,000)
more than any other UK site
87%
87% of employee respondents think
that Rightmove is a great place to work
(2021:89%)
(3) Average Revenue per Advertiser (ARPA) is calculated as 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.
Rightmove plc | Annual Report 2022 | 3
Strategic report | Chair’s statement
It is my pleasure to present Rightmove’s results for the year
ended 31 December 2022. In a year of continued economic
challenge and global change, our results demonstrate the
resilience of Rightmove’s business model and the clear value
we provide to our customers and to the UK’s home hunters.
Rightmove remains the first place that consumers turn to time
after time as they look for their next home.
In spite of the Russian invasion of Ukraine, increased inflation
and the challenges in world markets, UK housing transaction
numbers remained resilient in 2022, particularly in the first half
of the year, with c1.2m transactions. Traffic to the Rightmove
site remained considerably higher than pre-pandemic levels as
consumers showed how they continue to trust and rely on us
to find a property even in less certain times. I am proud that
our teams continued to deliver such a high quality of service
to our customers and to home hunters throughout the year.
2023 will see a transition in leadership for Rightmove as Peter
Brooks-Johnson steps down after more than 17 years in the
business and as our CEO for the last six years. I would like to
thank Peter for his dedication and service. He has been
fundamental in helping Rightmove become the successful
business it is today and the UK’s largest property portal. Under
his leadership, the Company has increased the value it provides
to customers and to home hunters, with time spent on the
portal increasing from 11.7bn minutes in 2016 to over 16bn
minutes in 2022. This has delivered sustained growth for our
shareholders, increasing annual revenues from £220m to
£333m in the same period and returning more than £1 billion
through dividends and share buybacks over that time.
4 | Rightmove plc | Annual Report 2022
In a year of continued economic
and global change and challenge,
Rightmove once again demonstrated
the resilience of its business model
and the value its products and
services provide to its customers.
Andrew Fisher Chair
During 2022, the Board focused on supporting the
management team with the ongoing delivery of Rightmove’s
strategic plan. In addition to the growth in the core business,
we continued to make progress with other strategic initiatives,
including increasing the digitisation of tenants’ rental journeys,
simplifying the process for them, growing the value of the
Commercial real estate business, and providing an enhanced
experience for consumers seeking a mortgage.
Our ambition remains for Rightmove to be an innovative and
sustainable growth business for the benefit of all stakeholders
as we continue to evolve our product offering and value
proposition for the benefit of our customers, consumers
and shareholders.
Financial Results
The Group’s results reflect the strength of our business
model and core value proposition, delivering underlying
operating profit(1) of £245.4m (2021: £231.0m) and operating
profit of £241.3m (2021: £226.1m) from revenue of
£332.6m (2021: £304.9m). Underlying earnings per share(2)
was 23.8p (2021: 21.8p) and basic earnings per share 23.4p
(2021: 21.3p). Our cash(3) position at the year-end was
£40.1m (2021: £48.0m), having returned all surplus cash
to shareholders.
Returns to shareholders and dividend
In keeping with our policy of returning free cash to our
shareholders, £197.7m (2021: £238.8m) was returned through
the share buyback programme and dividend payments.
The Board remains confident in our ability to deliver sustainable
returns to shareholders and is recommending a final dividend
of 5.2p per share for 2022 (2021: 4.8p). The final dividend will
be paid, subject to shareholder approval, on 26 May 2023,
taking the total dividend for the year to 8.5p, an increase of
9% on 2021 (2021: 7.8p).
Looking ahead
Our ambition to innovate continually to make home moving
easier in the UK, and to create long-term sustainable growth
for the benefit of all stakeholders, is undeterred as we move
into 2023 and continue to execute on our long-held strategy
for the benefit of our customers, consumers and shareholders.
On behalf of the Board, I would like to thank all our customers
for their confidence and support and our employees, who
continue to serve our customers and consumers so well
through their dedication and hard work.
I am looking forward to welcoming Johan into the business and
to working with the Board and the Rightmove team in 2023.
Andrew Fisher
Chair
2 March 2023
(1) Underlying Operating Profit is defined as operating profit before share-based
payments charges (including the related National Insurance)
(2) Underlying EPS is defined as profit for the year before share-based payments
charges (including the related National Insurance and appropriate tax adjustments),
divided by the weighted average number of ordinary shares in issue for the period
(3) Cash including money market deposits
Board changes
New Chief Executive Officer
Johan Svanstrom was appointed to the Board on 20 February
2023 and will become CEO in March 2023. He will bring
significant experience of growing established business to
business to consumer online marketplace businesses.
Following his appointment as Global President of Hotels.com
and Expedia Affiliate Network brands in 2013, he served on
the Expedia Group global leadership team for over five years –
growing revenues to over $3 billion and leading direct teams of
1,500 people across four continents. A Swedish national based
in the UK, Johan most recently served as a Partner, EQT
Growth Advisory Team, which is part of EQT, the global
investment organisation.
Other Board changes
Rakhi Goss-Custard leaves the Board in May 2023, having
served her maximum term of nine years as a Non-Executive
Director. Rakhi has made a significant contribution to the
Board, bringing extensive knowledge of the customer and
consumer experiences from a range of other digital product
and mobile platforms. We have commenced a search for her
successor and will keep the market appraised of our progress.
I would like to thank Rakhi for her contribution to the Board and
to the business throughout her tenure.
Board governance
The recently established Board sub-committee, the Corporate
Responsibility Committee, has continued to guide and oversee
progress in the execution of our Environmental, Social and
Governance (ESG) strategy, and I am delighted with the
approval of our Net-Zero target by our Science-Based Targets
initiative (SBTi).
This is our second year of reporting under the framework of
the Taskforce for Climate-Related Financial Disclosures and
we have updated our climate-related risk assessments.
Further detail can be found in the Sustainability Report.
The Audit Committee has overseen the implementation of
the new Enterprise Resource Planning (ERP) finance system
as well as a revised Risk Management Framework.
The Remuneration Committee has reviewed and revised the
Company’s Remuneration Policy during the year. Consultation
with Rightmove’s largest shareholders has been broadly
positive and the Policy will be put to shareholders at our
Annual General Meeting in May 2023.
Rightmove plc | Annual Report 2022 | 5
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Our business model
Business model
Our purpose is to make home moving easier in the UK through
creating a more efficient housing marketplace.
WHAT WE DO
Rightmove is the UK’s number one online digital property advertising portal. Bringing
together the largest selection of properties and the UK’s largest and most engaged
property audience. We benefit from strong network effects generating unrivalled benefits
for both our consumer audiences and advertisers. Year after year, over 80% of all time spent
on property portals in the UK is spent on Rightmove.
•
•
Property professionals, such as estate agents, lettings agents
and new homes builders, pay a subscription fee to advertise
their properties on Rightmove. They can also pay for additional
digital advertising products and tools to increase their profile
and differentiate themselves from their competition.
We also list overseas properties, with vendors targeting
British buyers, and commercial properties, such as offices
and retail and industrial units.
•
We sell online advertising space to third parties – such as
removal companies and schools – as well as selling our
extensive property market data to agents and landlords,
surveyors, insurers, mortgage lenders and brokers and local
authorities.
We also provide valuation services and unique
demand-side property data to surveyors and
property professionals.
•
HOW WE DO IT
Our Brand and the network effect
Our commitment to digital innovation, providing a best-in-class home search experience
for home movers and marketing channels for our customers, underpins our Brand strength
and places us at the heart of the UK property market.
The place
CONSUMERS turn
to first and engage
with most –
Buyers, Sellers,
Renters
and Landlords
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RIGHTMOVE'S
DIGITAL
INNOVATION
SIMPLICITY
Unrivalled
exposure, leads
and products for
our CUSTOMERS –
Agents and
Developers
CONSUMERS
CUSTOMERS
For home movers, Rightmove is free to use and is the only
place where they 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 – they can reply on the speed and availability of our
platforms to review more properties for sale and rent than
anywhere else. In addition, our platform’s simplicity and
property information eases what can be a stressful process.
6 | Rightmove plc | Annual Report 2022
By creating the UK’s largest digital property portal, with the
largest selection of properties, we have brought together
virtually all the home moving audience our customers want to
attract. We 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.
HOW WE CREATE EXCEPTIONAL VALUE FOR OUR STAKEHOLDERS
Our purpose is to make home moving easier in the UK through 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 both home hunters
and property professionals – often with elements of wasted effort and unavoidable
manual processes. By creating a simpler and more efficient marketplace, through
digitalising more of the home moving journey, we can make it easier.
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Customers
We provide unrivalled returns for
our customers – we help them to
save time, grow their market share,
market more efficiently, win new
instructions and create new
revenue streams.
Consumers
Rightmove is free to home-movers
and is there at their fingertips. It is
the only place where home-movers
can see almost the entire UK
property market – both sales and
rentals – in one place.
Shareholders
Our focus on consistent returns,
combined with ambitious growth
milestones, create substantial
shareholder value.
Employees
Our employees define Rightmove
and live by our central behaviours
of doing the right thing for our
customers and consumers.
Our customers are primarily estate agents, lettings agents and new homes developers advertising
properties for sale and to rent in the UK. We ensure that customers can run their businesses efficiently
because they can access virtually all the home hunting audience they need to attract in one place, while
ensuring that their own brand and properties achieve the right level of exposure at the right price.
We are constantly innovating and making improvements in the products we offer to our customers.
Our digital products save time and help customers to actively grow their market share and revenue
streams, whilst our software delivers best in class market data, insight and analytical tools to support
their decisions – with over 80% of our Agency customers using our software each month.
Other products and tools allow customers to better manage leads and viewings, enabling them to win
further vendor instructions. We also provide valuation services and comprehensive property data and
provide a free, market-leading professional training programme for estate agents.
Rightmove is the place home movers turn to first when they think about moving home: home hunters
can rely on the speed and availability of our platforms to view more properties for sale and to rent than
anywhere else – putting them in control of their search and research – whilst sellers and landlords can
research the property market efficiently, providing them with information and confidence as they
choose an agent to help them on their home-moving journey.
We make the home-moving journey easier by providing direct links to relevant services that enable
home-movers to agree a mortgage decision in principle, peruse local information and facilities, and for
tenants to obtain services such as referencing, insurance and broadband.
We have strong operating profit margins, high cash conversion and a robust balance sheet, enabling
us to invest in our business to drive future growth.
Growth is delivered through increased product penetration and pricing – underpinned by the value of
our unrivalled audience and data, our substantial product inventory and our track record of constant
innovation to benefit our customers and consumers. We continue our relentless focus on cost discipline.
We also continue to develop several adjacent businesses that benefit from our strong core business: we
advertise commercial and overseas properties and sell property-related data and valuation services.
We invest in talent development and in further strengthening our culture of doing the right thing for
customers and consumers. Year-on-year over 85% of employee respondents agree that Rightmove is
a great place to work and are proud to tell people they work at Rightmove.
Environment & Communities
A force for good in the UK’s drive to
reduce carbon emissions and make
a difference in the communities in
which we operate.
We are committed to being a force for good in the UK’s drive to reduce carbon emissions – using the
reach of our platforms to drive the UK’s net zero agenda by increasing the digitisation of home-moving.
Doing the right thing underpins all our business operations and relationships, including with suppliers,
and ensures we comply with all relevant regulations.
Rightmove plc | Annual Report 2022 | 7
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Our strategy
Our strategy
Our ambition to make home moving easier in the UK is undiminished and drives our
everyday business and longer-term strategy, as we use our industry leading platform
to digitise more of the home moving journey.
1 CONSUMERS
The place home hunters
turn to and return to first
Page 9
2 CUSTOMERS
Unrivalled returns for our
customers through digital
marketing solutions and insights
Page 10
3 INNOVATION
Innovating to make the home
moving process in the UK more
efficient by being more digital
Page 11
4 ENVIRONMENT &
COMMUNITIES
Doing the right thing
underpins our culture
and our actions
Page 12
5 GREAT TEAMS
A creative and inclusive culture,
driving improvements for our
customers and home hunters
Page 13
8 | Rightmove plc | Annual Report 2022
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1. CONSUMER
A place home hunters
turn to and return to first
Rightmove’s place at the heart of home moving
in the UK has been hard won: our audience
has high expectations of our technology and
platforms to deliver the most relevant search
and research tools and content.
As your
journey begins
Life is ever-changing, our
technology is ever-evolving
to consistently meet home-
hunters’ needs
16.3 billion
minutes
Home hunters spent over
16.3 billion minutes searching
on our platforms during 2022
(2021: 18.3 billion)
Rightmove plc | Annual Report 2022 | 9
Strategic report | Our strategy continued
2. CUSTOMERS
Unrivalled returns for customers
Our objectives are to help our customers to save
time, grow their market share, market more
effectively, win more business and create new
revenue streams.
As you seek
simplicity
Our suite of products continues
to support our customers as the
market changes and is effective
in both stock and demand
constrained markets
10 | Rightmove plc | Annual Report 2022
70m
We delivered 70 million
property-specific leads
to our customers
during 2022
(2021: 65 million)
3. INNOVATION
Innovating to make the home
moving process more efficient
Rightmove has played a significant role in digitising
the property search market in the UK. Our goal is
to use the power of technology to improve the
journey from searching for a home to being ready
to transact on it: making the process and market
more transparent, simpler and more efficient.
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As you take
the next step
Technology changes rapidly
and we continuously harness
its power to develop new
ways to help our customers
and home movers
23%
Accelerating the pace
of new releases, with
over 23% more software
releases in 2022
(2021: 20%)
Rightmove plc | Annual Report 2022 | 11
Strategic report | Our strategy continued
4. ENVIRONMENT & COMMUNITIES
A force for good in the UK’s
drive towards a sustainable future
Our commitment is to reduce carbon emissions
through science-based targets to achieve Net Zero
by 2040. We also help our customers understand
what options exist to make their homes more energy
efficient – making a difference in the communities in
which we operate.
As you embrace
change
Our world demands
radical change, and
we continuously
meet the challenge
12 | Rightmove plc | Annual Report 2022
25%Highlighting the Energy
Performance Certificate (EPC)
on each property increased
home hunter engagement
with EPCs by 25% (2021: 35%)
5. GREAT TEAM
One highly connected,
collaborative team
Our employees live by the central behaviours
of doing the right thing for our customers
and consumers, driving improvement, and
taking responsibility for making things that
matter happen.
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When you need
the best
As everything
changes, our
commitment
to the best
continues
87%
87% of employee
respondents agree that
Rightmove is a great place
to work and are proud to tell
people that they work here
(2021: 89%)
Rightmove plc | Annual Report 2022 | 13
Strategic report | Chief Executive’s review
Rightmove’s purpose is to make home moving easier in the
UK, and the trusted place that we hold at the heart of Britain’s
home moving journeys was evident during 2022. Against a
backdrop of macro-economic uncertainty, particularly in the
second half of the year, home movers continued to turn to
Rightmove not only as the place to find their next home, but as
the most reliable source of information about the housing
market. For the twelfth consecutive year, Google report that
more people start their home search with ‘Rightmove’ rather
than ‘Property’; this popularity led to home-movers spending
over 16 billion minutes on our platform searching for their
next property.
Our customers continued to invest in our digital products, to
showcase their expertise and to build their businesses, in what
was a year of contrast for our customers, with the underlying
post-pandemic robust market of the first quarter returning to
a more normal market over the course of the year. This theme
was punctuated by the rapid rise in mortgage rates following
the mini budget. The robustness of our business model and
the return of investment on our products for agents and
developers are evidenced by the high ARPA growth of
£125 – our second-highest year ever for absolute ARPA
growth after the 2021 Covid-recovery year.
I am proud that we have emerged from the pandemic
disruption with deeper relationships than ever with our
customers, who have seen our products deliver such strong
returns for them, not just through the buoyant market
conditions of Q1 2022, but in the more normal conditions
over the remainder of the year.
2022 has very much demonstrated the semi-countercyclical
nature of the Rightmove Agency and New Homes businesses.
Estate Agents started the year with a seller-led, stock-
constrained market that then evolved to one in which realistic
pricing was key to concluding sales. Throughout the year,
agents continued to purchase additional Rightmove
Products to drive their businesses forward, by winning the
right instructions, and the average revenue per advertiser
(ARPA) for Agency grew 11% to £1,278.
14 | Rightmove plc | Annual Report 2022
Rightmove remains the UK's Number
One property platform. During 2022,
it continued to provide both
consumers and customers with
what they needed during changing
market conditions.
Peter Brooks-Johnson Chief Executive Officer
New Homes developers began the year with many
developments fully sold off-plan and therefore not advertised.
The fall in demand in the fourth quarter saw Developers turn
to Rightmove’s digital products to help to boost sales, which
resulted in a 8% increase in the number of developments listed
on Rightmove at the end of 2022 and increased take-up by
developers of our products, particularly Native Search Adverts
and Digital Marketing. ARPA for New Homes grew by 11% to
£1,513 in the year.
Rightmove’s key smaller businesses – Commercial Property,
Data Services, Overseas Listings and Third-Party Advertising –
which leverage the strength of our property advertising
business – also continued their impressive growth rates
throughout 2022. These business units all maintained
double-digit growth in 2022 and contributed £31.5m to
revenue (2021: £26.8m). Our more nascent businesses,
Tenant Services and Mortgages, continue to evolve their
proposition for consumers as well as for agents and landlords,
and we have learnt an enormous amount during 2022 about
the right next steps as we build these businesses.
Rightmove’s commitment to innovation remains undimmed.
One of many examples of our innovation to help our
customers be more efficient is the launch of our Certification
for Estates and Lettings Agents - a series of online training
courses with a bespoke learning management system that
enables agents to receive an Ofqual-regulated Level 3
certificate. We help our customers to reach the UK’s largest
audience of home hunters more effectively through
continuous improvements to our market-leading products,
such as Local Valuation Alert and Native Search Adverts, and
we are playing a leading role in digitising the processes of
buying and renting a home through our Lead-to-Keys and
Mortgage in Principle flows.
I am delighted that our products and our teams have delivered
such strong value for our customers and our consumers
throughout the entirety of what has been a turbulent year for
the country and the economy. Our progress is testament to
our disciplined focus and the huge efforts that ‘Rightmovers’
have put into building this business together with our industry
customers. We look forward to delivering further growth as we
continue to shape the UK property market and support our
customers in 2023.
Our Strategy – making home moving easier
The place consumers turn to and return to first
Rightmove is synonymous with home-moving, remaining the
place home hunters and sellers turn and return to first when
looking for a property or to research the market. Over 80% of
all time spent on property portals in the UK continues to be
spent on Rightmove(1); a reflection of the quality and innovation
in our technology and platforms, delivering the most effective
search and research tools and up-to-date property content.
During 2022, the level of consumer engagement on the
Rightmove platforms remained exceptionally high: consumers
paid over 2.3 billion(2) visits to our platforms (2021: 2.5 billion
visits) and spent over 16.3 billion(2) minutes searching for
properties on Rightmove (2021: 18.3 billion minutes).
Over 70% of all time spent on Rightmove’s platforms in
2022 was to our mobile-optimised site and apps.
This level of consumer engagement is underpinned by our
culture of continuous improvement. One focus during 2022
was to encourage home hunters to engage more deeply with
Rightmove by logging in while searching. We released features
such as a customisable ‘Property List’, to help home hunters to
organise their search journey in categories that make sense to
them. Since release, over a million unique lists have been
created, by over 600,000 people, not only making the search
process more effective for home hunters but generating
useful data for future product development. My Enquires,
another feature available to logged-in users, allows home
hunters to track properties they have enquired on and record
their thoughts, making Rightmove even more integral in the
path to a new home. Over 9% of people sending leads have
used the feature since it launched in November 2022.
In addition to searching for properties, consumers use
Rightmove data to research the property market. Rightmove’s
unique demand data, analytical capabilities and access to real-
time search and sales patterns provide valuable insights and
commentary on property and home-moving trends. Property
research tools, such as sold prices data and the “Where Can I
Live?” tool, were widely used by landlords, homeowners, buyers
and sellers during 2022. Following a ground-up refresh,
consumers spent 18% longer browsing our sold prices data,
which integrates our proprietary archive of over 16.4m unique
properties. We sent an average of 3.3 million consumer emails
every week to keep both consumers and professionals up to
date with the property market, and our House Price Index
remains the most accurate leading indicator of house prices in
the UK, based on 95% of newly advertised properties in the UK.
Consumers expect the platform they rely on to be available all
the time. Testament to the engineering prowess and
dedication of the team, Rightmove maintained its industry
leading level of uptime of 99.9% meaning the platform was
unavailable for less than 43 minutes for the entirety of 2022.
Unrivalled returns for our customers through digital
marketing solutions and insight
Rightmove provides its customers with exposure of their
brands and properties to the largest possible home-moving
audience, as well as a range of digital services and information.
This helps them to market more effectively; win more
business; grow their market share; save time; and create
new revenue streams.
The high traffic to Rightmove, coupled with the strong rentals
market, meant a continued rise in the number of property-
specific leads delivered to our customers, with over 67m leads
sent in 2022, an increase of 8% on 2021. At over 2 leads every
second, this is a new record for the number of leads sent from
Rightmove in a year.
The extensive digital product suite we offer to customers has
been carefully designed to be effective in both faster and
slower markets. As the market changed during 2022, and
stock levels increased, our customers turned more than
ever to our products to help them to win property sales
instructions efficiently.
Our premium packages, Enhanced and Optimiser, help our
agency customers to generate more opportunities to win
instructions cost-effectively. These packages include branding
solutions to boost agents’ performance in the awareness
stage of the marketing funnel. The branding suite was
enhanced in 2022 with the introduction of the Native Search
Advert product, exclusively for our Optimiser customers.
Reflecting the evolving nature of online advertising, Native
Search Adverts provide our customers for the first time with a
medium by which to market themselves via video on the
Rightmove platform. The product is particularly strong on
mobile and uses smart targeting to help to ensure the best
return for agents. To help agents to deliver engaging video
content, we automatically created innovative, data-driven
videos for each agent, drawing on over 182,000 data points.
Our popular Local Valuation Alert and Rightmove Discover
products fast-track agents to the consideration stage of a
home seller’s process for choosing an agent. During 2022,
we continued to enhance the performance of these products
to keep them at the forefront of digital marketing for our
customers. Local Valuation Alert was optimised on our mobile
platform, which helped to deliver over 22% more leads from
people asking for a valuation on their home in 2022 compared
to 2021. Rightmove Discover was upgraded to encompass an
on-demand version, allowing customers to self-serve their
membership and access products immediately.
Rightmove plc | Annual Report 2022 | 15
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Chief Executive’s review continued
The usefulness of our additional products to customers is
demonstrated by over 1,300 agents electing to upgrade to our
top Optimiser package during 2022. These package upgrades,
along with customers choosing to buy more products and our
pricing actions, contributed to the strong agency ARPA growth
between January and December 2022.
New Homes developers also continued to invest in our top
subscription packages specifically designed for them – despite
facing a stock-constrained market for much of the year, when
developments were fully sold out, reducing developers’ needs
to advertise. Advanced Development Listings creates an
opportunity to cross-sell and up-sell plots on a development,
providing better engagement and lead-generation, and
subscription to this package increased by 37% on last year.
In the fourth quarter, as the property market cooled, sales of
the two products introduced in 2021 – the Property and
Developer Carousels – increased. Both products were
designed to operate most effectively in a demand-constrained
environment. The growth, along with the resurgence of the
Digital Marketing Campaign product has generated significant
momentum for New Homes ARPA as we head into 2023.
Rightmove’s value to our customers goes beyond digital
advertising solutions; we also offer tools and training to our
customers to support them in running their businesses more
efficiently. Rightmove Plus – included free of charge as part of
all Rightmove membership packages – helps customers
throughout the property marketing lifecycle and was used by
over 90% of independent estate agents during 2022. The Best
Price Guide, for example, a reporting tool within Rightmove
Plus which helps agents to gather comparable properties to
support their suggested property price, saves them up to an
hour per market appraisal. The Best Price Guide alone was
used over 17 million times in 2022, a 22% increase on 2021.
Rightmove’s culture of constant improvement and innovation
helps to create more opportunities for our customers to
identify potential new business. A good example of this is
Opportunity Manager, which is a lead management tool
available with our Optimiser package and 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. The opportunity
to get a head start on marketing to these potential vendors led
to a third of Optimiser customers using Opportunity Manager
at least once a week.
Our market-leading professional training programme, free to
all members, remains an invaluable tool for our customers.
Delivered in webinars, it was viewed by more than 14,000
property professionals, both live and through our on-demand
service, and the topics covered in 2022 ranged from ‘economy’
and ‘winning more stock’ to ‘legislation across sales and
lettings’. Our Rightmove Hub, which hosts all the material,
had more than 1.4 million page views in the year.
In November, we were proud to launch a new Ofqual-regulated
Level 3 certificate to estate and lettings agents – the
Certificate for Estate and Lettings Agents (CELA). The training
is free to Rightmove members (who pay only for the final exam)
and is provided online, backed by a bespoke learning
management system. It includes an overview of the industry,
from experts, on the moving process, codes of practice,
legislation and customer services, giving them an easy way to
demonstrate their quality and credibility to sellers and landlords.
By the end of the year, within six weeks of launch, over 1,700
agents had enrolled with momentum growing in to 2023.
The Rightmove platform is tailored to ensure it works for our
entire range of customers across the different business units.
Rightmove’s Commercial Real Estate (CRE) portal provides
access to the largest audience of agents, surveyors, landlords,
owners, developers and investors in the UK. The market share
of time spent on Rightmove Commercial increased by 3% to
63% in 2022. This platform increasingly generates leads from
occupiers with significant scale, allowing CRE agents not only
to earn a fee on the property being advertised but to introduce
clients to the other professional services they offer. Reflecting
the increasing size and value of this audience to our CRE
customers, ARPA has increased by 30%.
Rightmove’s Data Services business supports the property
industry by delivering property valuation tools and insights
based on our unparalleled datasets. Surveyors use our
Surveyor Comparable Tool to make property valuations – it was
used in over 75% of mortgage transactions in the UK in 2022,
with more than 2.3 million reports run – whilst our Automated
Valuation Model is used by lenders and was used to value more
than £4.9 trillion worth of property in 2022.
Innovating to make the home moving process more
efficient by being more digital
Rightmove has played, and continues to play, a leading role in
the ongoing digitisation of the property search market in the
UK. Our goal is to improve all aspects of the journey – from
searching for a home to being ready to transact. We want to
make the process more transparent, efficient and less
stressful for both professionals and home hunters, while
creating opportunities to expand and augment our revenue
beyond classified advertising.
Rightmove is helping to drive an increasingly digital rental
journey, making the process less fragmented and frustrating
for agents, landlords and tenants alike. We launched our
‘Lead-to-Keys’ tenancy digital workflow in June, with virtually
every element of the tenancy journey – from initial lead, via
16 | Rightmove plc | Annual Report 2022
video viewing, holding deposit, tenant referencing, security
deposit, digitally signed contract to ‘keys’ (and beyond into
tenant and landlord insurance and broadband services for
tenants) – now available on the Rightmove platform. The
introduction of “enhanced leads” in the fourth quarter allows
tenants to share a little more about themselves when
enquiring about a property, reducing the likelihood of a
frustrating reference failure for them late in the process.
Our tenant-referencing product is also increasingly
sophisticated, as we introduced open-banking to our
referencing process during the year, reducing both the
application time for tenants and the accuracy for agents and
for landlords. These two releases created a market first, with
tenants able to search, secure and contract on a property
entirely from their mobile device.
We also continued to enhance the early stage of the home-
buying journey that involves understanding affordability.
Our nascent digital flow for mortgages brings together the
Mortgage in Principle (MiP) and property search tools, with
helpful content which not only creates more certainty for
borrowers but increases the volume and quality of mortgage
leads for our mortgage partner. Consumers are able to apply
for a MIP directly from our site and can then tailor their search
journey to a successful MiP, confident that they will be able to
borrow the amount they need to secure their next home.
Despite only reaching scale in Q4, the number of MiPs
completed was nearly double that in 2021. Plans are well
advanced to make the journey to achieving a MiP easier and
more efficient for a greater proportion of borrowers in the first
quarter of 2023. This helps both prospective buyers and
enhances agent efficiency through better qualified leads.
Our environment and society
‘Doing the right thing’ is central to the way we do things and our
response to a range of issues. As an organisation, we live by our
values and our values extend beyond how we do business. We
believe Rightmove can and should be a force for good within
the communities in which we operate.
During 2022, we remained focused on delivering our
environmental strategy, and the Science Based Targets
Initiative’s scientists validated our emissions reductions targets
as being consistent with the 1.5 degrees global warming
initiative. These targets will see us reach Net Zero in both our
own business and in our supply chain by 2040. Beyond what we
do within our business, we believe we can use the reach of our
platform to continue to help consumers to understand the
available options to make their homes more energy efficient.
We continued to engage with our local communities with
an emphasis on charities that matter to our employees,
making donations and offering employee-matched funding.
We supported charities close to our offices, where our
contributions can make a significant impact including Willen
Hospice and Harry’s Rainbow who support bereaved children.
A diverse Rightmove is important to us. We recognise that a
diverse team will provide a wide range of perspectives that
promote innovation and business success. Drawing on what is
unique about individuals adds value to the way we do business
and helps us to anticipate and then provide the features our
customers and home hunters expect from the Rightmove
platform. We are committed to reducing the gender pay gap
within Rightmove and are pleased to report that the ethnic
diversity of our employees reflects the UK population, with
good representation in each pay quartile. We continue to work
on promoting inclusion and opportunity beyond our workforce.
Through our partnership with Makers’ Academy we hope to
encourage people to switch to a career in technology,
particularly those from disadvantaged backgrounds.
More information about these initiatives and our environmental
policy can be found in the Environmental, Social and
Governance Report.
The Rightmove team
Our people define Rightmove: talent and passion to perform is
not enough to make a great Rightmover - the way in which we
behave towards each other, our customers and consumers is
vital and creates a culture which is inclusive and supportive,
where everyone matters and knows that their ideas will be
explored and views respected. Our employees live by the
central behaviours of doing the right thing for our customers
and consumers, driving improvement, and taking responsibility
for making things that matter happen.
In 2022 87% (2021: 89%) of employees, responding to the
2022 Have Your Say Survey, agreed that ‘Rightmove is a great
place to work’.
I am proud of the vibrant culture and business we have built
together, and I would like to thank everyone for everything they
have done to achieve this. I wish Johan every success and
hope he will enjoy his journey at Rightmove as much as I have.
I look forward to watching Rightmove’s continued success in
the future.
Peter Brooks-Johnson
Chief Executive Officer
2 March 2023
(1) Source: Comscore MMX® Desktop only + Comscore Mobile Metrix® Mobile Web
& App, Total Audience, Custom-defined list of Rightmove Sites, RIGHTMOVE.CO.
UK, ZOOPLA.CO.UK, PRIMELOCATION.COM, ONTHEMARKET.COM, and
BOOMIN.COM January – December 2022, United Kingdom
(2) Source: Google analytics.
Rightmove plc | Annual Report 2022 | 17
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Operational key performance indicators
We use the metrics set out below to track our operational performance.
2022 performance
+0.2%
Risks
1
2
3
2022 performance
+11%
Risks
1
2
3
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.
Source: Rightmove
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.
2022 performance
-11%
Risks
2
3
4
2022 performance
-2
Percentage points
Risks
5
Source: Google Analytics
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.
Source: Rightmove
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.
Principal risks relevant to our KPIs (read more on principal risks pages 26 to 28)
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
18 | Rightmove plc | Annual Report 2022
NUMBER OF ADVERTISERS12,00013,00014,00015,00016,00017,00018,00019,00020,00021,00019,19718,96919,01420,45419,80920212022201820192020AVERAGE REVENUE PER ADVERTISER – ARPA (in £ per month) 02004006008001,0001,2001,4001,0057781,1891,3141,08820212022201820192020EMPLOYEE ENGAGEMENT 02040608010091%81%89%87%93%20212022201820192020TRAFFIC (time on site measured in billions of minutes)10.411.412.413.414.415.416.417.418.419.412.312.118.316.315.920212022201820192020 Strategic report | Financial key performance indicators
We use the metrics set out below to track our financial performance.
2022 performance
+9%
Risks
1 2 3 4 5
Source: Rightmove
Revenue grew by 9% year on year to £332.6m (2021: £304.9m).
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
G
O
V
E
R
N
A
N
C
E
2022 performance
+6%
Risks
1 2 3 4 5
Source: Rightmove
Underlying operating profit is defined as operating profit before
share-based payments charges (including the related National
Insurance). Underlying operating profit increased by 6% to £245.4m.
(2021: £231.0m) with underlying operating margin at 74%
(2021: 76%).
Operating profit increased by 7% to £241.3m (2021: £226.1m)
with operating margin at 73% (2021: 74%).
I
I
F
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S
2022 performance
+9%
Risks
1 2 3 4 5
2022 performance
-17%
Risks
1 2 3 4 5
Source: Rightmove
Underlying earnings per share (EPS) is defined as profit for
the year before share-based payments charges (including the
related National Insurance and appropriate tax adjustments),
divided by the weighted average number of ordinary shares in
issue for the period.
Underlying EPS increased by 9% to 23.8p (2021: 21.8p).
Basic EPS grew by 10% to 23.4p (2021: 21.3p).
Source: Rightmove
During the year free cash flow was returned to shareholders
in the form of share buybacks and dividends with cash returns
totalling £197.7m (2021: £238.8m). The reduction from 2021
reflects that 2021 included catch up returns from 2020 when
returns were paused during the pandemic.
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 2022 | 19
Rightmove plc | Annual Report 2022 | 19
050100150200250300350267.8289.3205.7304.9332.6REVENUE £m 20212022201820192020050100150200250203.3231.0245.4219.7137.5UNDERLYING OPERATING PROFIT £m 20212022201820192020UNDERLYING EPS (pence per ordinary share)10121416182022242021202220182019202020.312.821.823.818.3CASH RETURNED TO SHAREHOLDERS £m05010015020025030020212022201820192020148.530.1238.8197.7168.5
Strategic report | Financial review
Revenue
Revenue increased by £27.7m/9% on 2021, to £332.6m
(2021: £304.9m), driven by an increase in product uptake and
package upgrades within Estate Agency and New Homes, our
annual cycle of price increases and growth in the Other
business units.
Agency
New Homes
Other
2022
£m
247.3
52.6
32.7
224.5
50.0
30.4
Total revenue
332.6
304.9
2021
£m
Change vs
2021 £m
Change vs
2021 %
22.8
2.6
2.3
27.7
10%
5%
8%
9%
Agency branches
New Homes
developments
2022
2021
Change vs
2021
Change vs
2021 %
15,932
16,110
(178)
(1%)
3,082
2,859
223
8%
0%
Rightmove’s strong financial
performance in 2022 reflects the
exceptional returns we offer for
customers, who continued to invest
in our digital products and in package
upgrades throughout the year.
Alison Dolan Chief Financial Officer
Other revenues of £32.7m were up 8%/£2.3m on 2021.
Commercial, Overseas, Data Services and Third Party all
saw double-digit percentage growth: gains in Commercial
£1.7m/19%; Data Services £1.2m/15%; Overseas
£1.1m/21%; Third Party £0.7m/15%; and Auctions £0.2m –
which were largely offset by a decline in Mortgage revenues
of £2.6m, driven by the change in our monetisation model.
Revenue (£m) vs 2021
28.6
2.3
332.6
304.9
(3.2)
350
300
250
200
150
100
50
0
Total membership
19,014 18,969
45
Agency revenues increased to £247.3m, up 10%/£22.8m on
2021 as a result of continued investment by agents in additional
products and package upgrades, as well as core membership
price increases from contract renewals. Agency ARPA(1)
increased to £1,278, up 11%/£123 from £1,155 in 2021. Agency
customer numbers ended the year broadly flat at 15,932; a
decrease of 1%/178 compared to 2021 (2021: 16,110).
New Homes revenue of £52.6m was up 5%/£2.6m on 2021,
reflecting strong product spend by new homes developers,
during the last quarter in particular, when the number of
developments advertised also increased. Development
numbers ended the year at 3,082 – an increase of 8%/223 on
2021 (2021: 2,859). New Homes ARPA(2) increased to £1,513 per
development per month up 11%/£146 on 2021 (2021: £1,367).
Dec
2021
ARPA
Customers
Other
revenue
Dec
2022
Revenue by segment (%)
10
16
74
Agency
New Homes
Other
20 | Rightmove plc | Annual Report 2022
Administration costs
Operating costs of £91.3m were up £10.1m/12% from
£81.2m in 2021.
Underlying operating costs(3) (defined as operating costs
before the inclusion of share-based payments charges and
related national insurance totalling £4.1m) were £87.2m – an
increase of £10.9m/14% compared to 2021 (2021: £76.3m).
The increase is due primarily to:
• £7m of higher payroll costs, from increased headcount,
including the full-year impact of 2021’s new heads, and
the annual salary increase of 5% – which was higher than
previous years (3%) due to higher inflation and was brought
forward from January 2023 to October 2022 to assist
employees with the higher cost of living. Other benchmarking
and performance uplifts added a further 2% and took the
total salary increase to 7%. The charge also included a one-
off cost of living payment of £1,000 to all employees other
than senior management, paid in November;
• £3m of increased overhead costs, as staff travel and
entertainment costs reverted to pre-pandemic levels; training
and recruitment costs increased in line with headcount; and
inflation pushed up certain third-party costs; and
• £1m of additional marketing costs – mostly marketing
of new initiatives and increased digital advertising – and
technology costs for hosting and security.
Operating profit
Revenue
Other income
Admin costs
2022
£m
332.6
–
(91.3)
2021
£m
Change vs
2021 £m
Change vs
2021 %
304.9
2.4
(81.2)
27.7
(2.4)
(10.1)
9%
(100%)
(12%)
Operating profit
Operating margin
241.3
226.1
15.2
7%
73%
74%
Operating profit of £241.3m increased by £15.2m/7% on
2021, with an operating profit margin for 2022 of 73%
(2021: 74%).
Underlying Operating Profit(4) of £245.4m, before the impact
of the share-based incentive charges and related National
Insurance of £4.1m, increased by £14.4m/6% compared to
2021 (2021: £231.0m), with an underlying operating profit
margin(5) for 2022 of 74% (2021: 76%).
The prior year’s results and margins were impacted by other
income of £2.4m: a one-off credit representing the release of a
contingent consideration provision in relation to the acquisition
of Rightmove Landlord and Tenant Services (previously Van
Mildert) in 2019, as the threshold performance criteria for pay
out were not met. Excluding the impact of the prior year other
income, the comparative prior year operating margin was 73%,
the underlying operating margin was 75% and the increase in
the underlying profit in 2022 would be £16.8m/7%.
Earnings per share (EPS)
Basic EPS increased by 10% to 23.4p (2021: 21.3p), driven by
the increase in profit and continuation of the share buyback
programme, which reduced the weighted average number
of ordinary shares in issue to 835.3m (2021: 858.8m).
Underlying EPS(6) (based on underlying operating profit(4))
increased by 9% to 23.8p (2021: 21.8p).
Taxation
The consolidated effective tax rate for the year ended
31 December 2022 was 18.9% (2021: 18.9%), slightly below
the UK’s enacted tax rate of 19.0%.
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 and there were no overdue taxes at the
year end.
Rightmove plc | Annual Report 2022 | 21
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS£241.3m£225.6m2022Profit before taxTax highlights 2021 to 2022Income tax expenseEffective tax rate2021£42.6m£45.6m18.9%18.9% 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 2022 was £119.8m
(2021: £113.8m). Of this, £52.2m (2021: £48.0m) related
to taxes borne by the Group, while the remaining £67.6m
(2021: £65.8m) was collected in respect of payroll taxes and
VAT. The increase in total tax contribution compared to the
prior year is primarily due to higher operating profits which
impacted both VAT and corporation tax.
Taxes borne 2022 (%)
Taxes collected 2022 (%)
1.3
1.5
9.8
19.3
87.4
80.7
Corporation
tax
Business
rates
Employment
taxes
Stamp duty
and other
VAT
Employment
taxes
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
Provisions
Net assets
2022
£m
10.4
22.1
1.5
26.6
0.5
0.6
40.1
(20.9)
(2.3)
(9.6)
(0.8)
68.2
2021
£m
Change
£m
12.0
21.1
2.2
23.1
0.1
1.1
48.0
(22.8)
(2.6)
(11.0)
(0.6)
70.5
(1.6)
1.0
(0.7)
3.5
0.4
(0.5)
(7.9)
1.9
0.3
1.4
(0.2)
(2.3)
Rightmove’s balance sheet at 31 December 2022 shows total
equity of £68.2m (2021: £70.5m).
Trade and other receivables of £26.6m increased by £3.5m on
December 2021, primarily due to the £3.0m increase in trade
receivables to £20.9m (2021: £17.9m), reflecting the higher
December 2022 revenue and a slight increase in ageing of
debts: debtor days for the year were 23 days, slightly up on
the 22 days in December 2021.
22 | Rightmove plc | Annual Report 2022
Trade and Other Payables of £20.9m have decreased £1.9m
reflecting the timing of trade payments and an improvement
in the payment of suppliers which were being made in an
average of 17 days (December 2021: 19 days).
Cash flow and liquidity
Rightmove remained debt-free during 2022 and cash
generation remained strong, at 101% of Operating Profit(7).
Cash generated from operating activities increased by
£7.4m to £244.2m (2021: £236.8m).
The closing cash balance, including money market deposits,
was £40.1m (2021: £48.0m). Surplus cash continues to be
invested primarily in short-term, easily accessible money
market deposits, including in a green money-market fund.
The Group bought back and cancelled 22.3m ordinary shares
during the year (2021: 26.7m), at a cost of £130.9m (including
expenses) as part of its ongoing share buyback programme
(2021: £175.6m). Dividends totalling £67.7m in relation to the
final 2021 dividend payment and interim 2022 payment were
also paid during the year (2021: £64.5m).
Shareholder returns
The Directors are recommending a final dividend of 5.2p per
ordinary share, which will be paid on 26 May 2023 to all
shareholders on the register on 28 April 2023. This will take
the total dividend for the year to 8.5p (2021: 7.8p). The Board’s
capital structure and returns policy remains unchanged.
Alison Dolan
Chief Financial Officer
2 March 2023
(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) Underlying costs are defined as administrative expenses before share-based
payments charges (including the related National Insurance)
(4) Underlying operating profit is defined as operating profit before share-based
payments charges (including the related National Insurance)
(5) Underlying operating margin is defined as the underlying operating profit as a
percentage of revenue
(6) Underlying EPS is defined as profit for the year before share-based payments
charges (including the related National Insurance and appropriate tax adjustments),
divided by the weighted average number of ordinary shares in issue for the period
(7) Cash generated from operating activities of £244.2m (2021: £236.8m)
compared to operating profit as reported in the income statement of
£241.3m (2021: £226.1m).
Strategic report | Risk management
Rightmove manages the risks and opportunities
associated with the delivery of its strategy by
adopting sound risk management: ensuring an
appropriate level of control to protect against the
impact of risks, without stifling the growth and
development of the Group.
Rightmove manages the risks and opportunities associated with
the delivery of its strategy by adopting sound risk management:
ensuring an appropriate level of control to protect against the
impact of risks, without stifling the growth and development of
the Group. The attitude to risk is to operate a culture of creativity
and innovation, in which key risks are understood and proactively
managed. Risk management practices are embedded into
business activities in a proportionate manner, supporting a
culture that is risk-aware and able to identify and respond to
opportunities as well as threats.
The Group’s operating culture is one of risk-awareness and risk
management, incorporating the ‘tone at the top’ towards risk,
processes and controls:
• the organisational structure is based on defined roles and
responsibilities, where the assignment of authority and
responsibility throughout the business is clear
• overarching governance is provided by the Board, Audit
Committee and Risk Committee
• the risk appetite is defined and communicated, balances risk
and reward and seeks to respond to opportunities
• the Compliance function oversees risk management
effectiveness.
Governance framework
Rightmove’s risk governance framework seeks to sustain and
evolve the risk culture and guide the way employees approach
their work and decision-making. The aim is to ensure that
business decisions strike an appropriate balance between risk
and reward and are consistent with the Group’s risk appetite.
Board-level engagement, coupled with the direct involvement of
the leadership team, ensures that escalated issues are addressed
promptly, and remediation plans are initiated where required.
The interaction of the executive and non-executive governance
structures is facilitated by delegated authority from the Board to
the Audit Committee, Executive Directors and leadership team,
including a Risk Committee chaired by the Chief Financial Officer.
The Board’s risk management responsibilities include:
• approval of Group-wide risk principles and policies
• approval of the risk management framework and risk appetite
• effective oversight of operation of the risk management
framework and process, consistent with risk appetite
• the cascade of delegated authority
The CFO holds executive accountability for the ongoing
monitoring, assessment and management of the risk
environment and the effectiveness of the risk management
framework. Day-to-day responsibility for risk management is
delegated to senior managers with individual accountability for
decision making, and recognises that all employees have a role to
play in risk management. These roles are defined using the Three
Lines of Defence Model, which takes into account our business and
functional structures, as shown on the next page:
Rightmove plc | Annual Report 2022 | 23
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Risk management continued
Three lines of defence model
Ultimate responsibility for the effective management of risk and approves our risk appetite.
BOARD
Assists the Board in discharging its responsibilities for monitoring the integrity of the Company’s financial statements and the
effectiveness of the systems of internal control and for monitoring the effectiveness, performance and objectivity of the internal
and external auditors.
AUDIT COMMITTEE
RISK COMMITTEE
Assisting in oversight of the Group Risk Management
Framework – comprising the Chief Financial Officer, Director
of Legal & Compliance and Head of Compliance. Attended
regularly by senior management.
The Audit Committee receives and analyses regular
reports from management and internal audit on
matters relating to risk and control and reviews the
timeliness and effectiveness of corrective action taken
by management. It also considers any findings and
recommendations of the external auditors in relation
to the design and implementation of effective financial
controls. Further details of these activities is included
within the Audit Committee report on pages 71-78.
MANAGEMENT
1ST LINE-BUSINESS FUNCTIONS:
OWNERSHIP
2ND LINE-COMPLIANCE:
CHALLENGE AND SUPPORT
Business functions have overall
accountability and ownership of risk.
This includes the identification and
management of risks, and ensuring
adequate controls are maintained and
operating effectively. The first line is
also responsible for implementing
corrective actions to address any
process and control deficiencies.
The Compliance function provides
oversight and constructive challenge
to the first line, coupled with advice
and support regarding the risk profile
of the Group. It also has a key role in
promoting the implementation of a
strategic approach to risk management.
3RD LINE-INTERNAL AUDIT:
INDEPENDENT REVIEW
Internal audit (outsourced to PwC)
provides independent and objective
assurance on the first and second line,
as well as advice on the adequacy and
effectiveness of governance, internal
controls, and risk management.
Internal Audit’s independence from
the responsibilities of management is
critical to its objectivity, authority,
and credibility.
Clear responsibilities and accountabilities for risk-mitigation and controls are defined across the Group through the three lines of
defence model, which ensures effective independent oversight and assurance in respect of key decisions.
All roles work together to contribute to the creation and protection of value. Alignment of activities is achieved through
communication, co-operation, and collaboration, which ensures the reliability, coherence, and transparency
of information needed for risk-based decision making.
24 | Rightmove plc | Annual Report 2022
Risk management framework and identification of risks
Rightmove’s Risk Management Framework is designed to
support the identification, assessment, management and
control of the material risks that threaten the achievement of
the Group’s strategic and business objectives. The key principle
of the Framework is to promote risk management as a positive
and enabling process, helping to maximise opportunities whilst
identifying and mitigating risks as they emerge.
Significant and emerging risks are identified and incorporated
into the Group’s Risk Register, which is maintained by the Risk
Committee, and reviewed by the Audit Committee and Board
semi-annually. The Risk Register captures the assessment
of each risk, related response, and progress made against
any actions to improve risk-control. The Board performs a
robust review of all risks, and considers potential emerging
risks over a three-year period, in line with the Group’s Viability
Statement timeframe.
Risk appetite
Decisions are made with reference to the risk appetite of the
Group and an assessment of the balance of risk and reward.
Risk appetite is defined within the Group as ‘the level of risk
that the Group is prepared to accept in pursuit of its strategic
objectives and business plan’.
The Group recognises that its appetite for risk varies
according to the activity undertaken, that its acceptance of
risk is subject to ensuring that potential benefits and risks
are fully understood before developments are authorised,
and that proportionate measures to mitigate risk are
established. The following areas are currently included
in the Group’s risk appetite:
Strategic: some level of inevitable inherent risks in the delivery
of its strategy and annual business plans is acknowledged by
the Group, although it aims to minimise this risk.
Operational: Rightmove has a low appetite for material
operational risks, and appropriate measures are taken to
ensure high awareness of operational risk and the
establishment of an appropriately rigorous operational
risk management system. However, it is recognised that
low-impact risks will arise, and that the cost of controls in
minimising these risks may outweigh the potential benefits
of a reduced risk profile. Accordingly, we accept some exposure
to operational risks in a way that we would not accept in relation
to, say, fraud or cyber-crime.
Legal & Compliance: while the Group will invariably encounter
legal and regulatory risks in pursuit of its strategic objectives, it
sees controls in this area as critical, particularly with respect to its
FCA-regulated entities. Procedures and controls are accordingly
in place to mitigate such risk. The Group has zero tolerance for
criminal events such as fraud, bribery and corruption.
Rightmove plc | Annual Report 2022 | 25
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Principal risks and uncertainties
A description of the principal risks and uncertainties faced by the Group in 2022, together with the potential impact and
monitoring and mitigating activities is set out in the table below.
Key risk 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 property
transaction levels.
2 Competitive environment
The Group operates in a
competitive marketplace,
with attractive margins
and low barriers to entry,
which may result in
increased competition
from existing competitors,
or new entrants targeting
the Group’s primary
revenue markets.
Substantially fewer housing
transactions than is normal
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
revenues.
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.
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 revenues due to
the potential loss of
audience, advertisers or
demand for additional
advertising products.
Housing transactions in 2022
were down 14% year on year
versus 2021, ending the year
at 1.2m, but still 8% higher
than pre pandemic levels
(2019: 1.1m)(1).
Overall membership numbers
were flat on December 2021,
reflecting a 1% decrease in
Agency branches and a 8%
increase in New Homes
developments year on year.
ARPA(2) was up 11%/£125
from 2021 to £1,314,
reflecting the increased
product sales at higher prices.
• Monitoring of the housing
market, including leading
indicators and
membership trends.
• Continuing to provide the
most significant and
effective exposure for
customers’ brands and
properties.
• Remaining the largest
source of high-quality
leads, offering value-
adding products and
packages and helping
to drive operational
efficiencies for our
customers; thereby
embedding the value
of our membership.
• Maintaining a flexible cost
base that can respond to
changing conditions.
Rightmove continued to retain
the largest and most engaged
audience of any UK property
portal and its market share of
a selection of the top property
portals was 84% in 2022(3)
(2021: 88%). (The slight
decrease reflecting only
a change in the Comscore
methodology).
• 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
26 | Rightmove plc | Annual Report 2022
Key risk 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 an
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 revenues due to
the potential loss of
audience engagement,
advertisers and demand
for additional advertising
products.
Any loss of website
availability, or theft/misuse
of data held within the
Group’s databases and IT
systems, could result in
reputational damage to the
Group from loss of
consumer and customer
confidence in the
Rightmove brand; and
financial loss arising from
potential penalties, fines
and lawsuits.
We commenced a Cloud
migration programme – to
better leverage the latest
technological innovations and
improve our development
turnaround times – and
started to migrate key areas of
the platform over to Cloud.
A new online user research
platform was rolled out across
our teams, to create time
efficiencies and allow us to
define and conduct research
more quickly and frequently.
Continued investment in
enhancing security and related
controls, across both our
website hosting environment
and administrative IT estate,
ensuring we are protecting
customers, consumers and our
own data.
During 2022 we completed
projects to deal with Ransomware
– to render our backups
immutable and ”encryption-
proof”. We also implemented
advanced tooling to counteract
the growth in automated
“credential stuffing” cyber-
attacks affecting the website.
A new, third party managed,
detection and response service
was introduced.
During 2022 we commissioned
several third-party assurance
exercises to test and review our
capabilities and controls. This
included penetration tests, ‘red
team’ engagements, a
technical review of our IT
environment by external cyber
security specialists and an audit
(by PwC our internal auditors)
of ransomware protections and
cloud security processes.
• Developing our product
proposition to continually
meet our customers’
needs and evolving
business models.
• Large in-house
technology team with
culture of innovation.
• Ongoing monitoring of
consumer behaviour and
annual ‘Hackathons’.
• 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.
• Best in class security
controls (and investment
in) for both our cloud
hosting environment and
software development.
• Regular testing of the
security of the IT systems
and platforms – including
penetration testing.
• The Board has
comprehensive visibility of
our cyber risk and risk
mitigations practices, as
part of its semi-annual
review of the Group’s risk.
• Ongoing monitoring of,
and detection of, external
threats and monitoring
threat capability.
• Regular internal
information security
training, phishing and
‘spearphishing’ tests.
• Incident response
capabilities that leverage
automation and
orchestration tooling
integrated with our
external managed services
and coupled with the right
in-house expertise.
Rightmove plc | Annual Report 2022 | 27
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Principal risks and uncertainties continued
Key risk 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.
• Ongoing succession
planning and development
of future leaders.
• Learning and
development for all
employees, including
mandatory training.
• The ability for all
employees to participate
in the success of the
Group through the SIP
and SAYE schemes.
• Regular staff
communication
and engagement.
Annual salary rise brought
forward three months to
1 October 2022 (from 1 Jan
2023) in order to address the
cost of living concerns whilst
also providing a £1,000 one-off
cost of living payment.
Revised hybrid working policy to
provide the option of up to three
days at home, with two set days
in the office (previously up to
two days at home with three
selected days in the office).
Continued investment in
employee development and
training – with a focus on
manager capabilities, wellbeing
and learning opportunities.
Employee sentiment remains
strong, with our ‘great place to
work’ score at 87% (2021: 89%).
Small increase in risk
Risk unchanged
(1) Source: HMRC transactions for the UK as published in January 2023.
(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 MMX® Desktop only + Comscore Mobile Metrix® Mobile Web
& App, Total Audience, Custom-defined list of Rightmove Sites,
RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM,
ONTHEMARKET.COM, and BOOMIN.COM
January – December 2022, United Kingdom
28 | Rightmove plc | Annual Report 2022
Strategic report | Going concern and viability statement
Based on the going concern assessment in note 1 of the
Financial Statements, the Directors have a reasonable
expectation that the Group has sufficient resources to
continue in operational existence for the period to 30 June
2024. For this reason, they continue to adopt the going
concern basis in preparing the Financial Statements.
In accordance with the requirements of the 2018 UK
Corporate Governance Code, the Directors have assessed the
long-term viability of the Group, considering the Group’s
current position and the potential impact of the principal risks
and uncertainties set out on pages 28 to 32. Based on a 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 will be able to continue
in operation and meet its liabilities as they fall due over the
three-year period to 31 December 2025.
The Directors have determined that a three-year period to 31
December 2025 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.
The Strategic Business Plan is developed on a business unit by
business unit basis, using a bottom-up model and is reviewed
by the Board. 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 Business Plan has been subject to robust
downside stress-testing, which involved flexing several 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 materialising. The scenarios
considered to be the most plausible and significant in
performing the assessment are outlined in the table below:
Scenario
Economic Downturn
Given that the Group derives most of its revenues from the UK, an economic downturn could
impact consumer confidence and result in a reduction in the number of housing transactions in
the market. This could lead to a reduction in the number of customers, or impact Average Spend
Per Advertiser (ARPA).
Linked Principal Risk
1 – Macroeconomic Environment
Increased competition and/or new or disruptive technologies
Increased competition may impact the Group’s ability to grow revenues and could be the result of
the entry of a new player and/or new technologies used by competitors. This might disrupt
Rightmove’s total market share and change customer behaviour, leading to a reduction in
customer numbers and/or impact their average spend.
2 – Competitive Environment
3 – New or disruptive technologies
Cyber-Attack
A cyber-attack could result in Rightmove’s platform being unavailable, which would result in lost
revenues and associated additional costs to remediate.
4 – Cyber security and IT systems
Under the severe but plausible scenarios above, revenue
reductions were modelled, with key drivers being customer
numbers and ARPA. Cost assumptions were also considered
in each of the severe but plausible scenarios, including an
increase in marketing costs, employee recruitment and
retention costs, and an increase in spend on innovation and
protection of the platform.
The scenarios were stress tested individually and in
combination, with severe but plausible assumptions applied.
In all scenarios the Group remains cash positive over the
three-year period and has sufficient resources to continue
in operational existence, without triggering the need to enter
into any debt.
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; that
the Group has high operating profit margins, significant free
cash flow generation and no external debt; and the Group has
the ability to adjust the discretionary dividend and share
buyback programme to enhance liquidity.
Rightmove plc | Annual Report 2022 | 29
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Section 172 Statement – Working with our stakeholders
In compliance with sections 172 and 414CZA (Companies Act
2006) (Section 172), the Board makes the following statement
in relation to financial year 2022. The statement explains how
the directors have individually and together acted in a way that
they consider, in good faith, would be most likely to promote
the success of the Company for the benefit of shareholders,
whilst having due regard to the matters set out in Section 172
and referred to in the UK Corporate Governance Code 2018.
Rightmove’s purpose 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 and return to
as their property portal of choice, and to deliver that objective,
Rightmove needs to be a business in which people want to work
and invest in and with which people want to partner.
Rightmove has a sustainable, values-based approach to
strategic, financial and operational decision making, which is
led by the Board and Senior Leadership Team. Doing the right
thing for our stakeholders and balancing their interests drives
everything we do.
Rightmove’s long-term business success relies on delivering a
reliable, innovative and effective service to our customers and
consumers through our skilled employees, working closely with
suppliers, to provide long-term benefits to the UK property
market and our shareholders. The Board leads the business in
maintaining high standards of business conduct and regularly
approves Group policies to ensure adherence to best practice.
The Board has continued its focus on a sustainable business
strategy, including the Group’s environmental and social
policies, which are explained in the Sustainability Report.
Further information can be found throughout the Strategic
Report on how the Board’s consideration of strategy
and performance impacts the long-term sustainability
of the business.
Rightmove’s key stakeholder groups are our shareholders,
customers, consumers, employees, suppliers, regulators and
industry bodies. In this statement, we explain how the Board
approaches relationships, engages with and manages
Rightmove’s relationship with its stakeholders, illustrated by
some of the Board decisions in 2022.
Shareholders
Rightmove enjoys long-standing relationships with our largest shareholders. Our top 10 shareholders currently own over 45% of shares in issue,
with a geographic split for all shareholders of 49.6% held in the UK, 38.8% held in North America and 11.6% in the Rest of the World. Rightmove’s
shareholders, including all our employees, own a stake in the Company and expect to earn a good return on their investment.
Strategy
Engagement
Our strategy is one of sustainable, long-term growth through the
successful execution of our business strategy, producing strong
shareholder returns.
Our policy is to return all surplus cash to our shareholders through
dividends and share buybacks.
We aim to have an ongoing, constructive dialogue with our shareholders
through results presentations, question and answer sessions, investor
calls and meetings and our investor relations team. Our corporate
website has a detailed investor section.
In 2022, our Executive Directors continued their ’open door’ approach
for current and potential shareholders, holding many online and in
person meetings, covering a range of topics.
Our Investor Relations team provides information to investors
directly and via the corporate website, and arranges calls and
meetings with management.
How feedback reached the Board
• Investor Relations reports/shareholder analysis at scheduled Board meetings
• One to one meetings with shareholders
• Q&A sessions with investors and analysts
• Investor consultations (eg 2023 Remuneration Policy)
How shareholders were considered in board decision making
The Board considers the interests of all shareholders when making decisions which may affect them and aims to treat all shareholders fairly.
(a) The Company’s policy is to return all excess free cash to shareholders through share buybacks and a progressive dividend policy. In 2022, £130m
(2021: £174m) was returned through the share buyback programme and £67.7m (2021: £64.5m) cash paid in dividends during the year.
(b) The Corporate Responsibility Committee met twice in 2022, continuing the Board’s focus on the Group’s environmental and social strategy,
in line with shareholder expectations of investing in sustainable businesses (see the Sustainability Report).
(c) The Nomination Committee reviewed the Board and business succession plan, including gender and ethnic diversity, confirming that all key
roles have current contingency and longer-term successors from a diverse pipeline of talent, ensuring continued high performance of the
Board and Senior Leadership Team.
(d) The Remuneration Committee consulted on and approved the 2023 Remuneration Policy (see the Directors’ Remuneration Report).
30 | Rightmove plc | Annual Report 2022
Customers
Our customers are principally estate and lettings agents or new home developers who advertise properties for sale or to rent on Rightmove
platforms and property professionals using our valuation and property data tools. The fees paid by our customers for our products generate
revenue for Rightmove. Our customers benefit from the products and packages we offer them, which enable them to drive their own
businesses forward and win business. Our customers expect consistent levels of service and operations, and continuous improvements,
from the Rightmove Platform.
Strategy
Engagement
Our strategy is to provide our customers with the best platforms to
promote their services and to support them with effective online
products, tools, market intelligence 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 research into
new tools and services, account management and customer
experience teams. Webinars, training, and resources are available to
our clients on our dedicated client portal, Rightmove Hub, including a
monthly news hour.
Daily data updates are reviewed by the Executive Directors and Senior
Leadership Team to enable them to monitor, track and, if necessary,
respond to activity.
How feedback reached the Board
• Updates on customer sentiment and retention from the Chief Executive at every scheduled Board meeting.
• Sales reports, business, and strategy updates from the Senior Leadership Team
• Management accounts and financial results
• Key Performance Indicators
How customers were considered in Board decision making
In 2022, the Board engaged with and received feedback from Rightmove’s customers and considered customers’ requirements and sentiment as
part of key decisions.
The Board approved the strategic plan and product development roadmap, which focused on supporting customers’ operational and marketing
strategies, including:
• investment in next generation marketing solutions, such as Native Search Adverts and enhanced video content on site, to support customers in
a busy and changing property market;
• launch of Tenancy Manager, helping our lettings agent customers manage the whole tenant journey from search to moving in with reduced
effort and cost;
• significant investment in our product development team and the automation of high-volume activities in customer support; and
• launch of accredited Agent Training for customers.
Rightmove plc | Annual Report 2022 | 31
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Section 172 Statement – Working with our stakeholders continued
Consumers
Our consumers are home hunters, home sellers and researchers who rely on Rightmove for their property search and sales, spending over
16.3 billion minutes on Rightmove platforms in 2022. The significant time spent by consumers – who are mostly home-movers – on the
Rightmove platform underpins our business: as it means our customers can reach their own audience (our consumers) through advertising on
the Rightmove site. Consumers expect efficient and effective property search, and market research, tools to help them facilitate their home
move or market research in the easiest and quickest way.
Strategy
Engagement
Our strategy is to provide the largest and highest 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 engage with consumers directly through market research, our
consumer newsletters, and webinars. Our consumer support teams
responded to consumer enquiries, acting on feedback and concerns
about property advertisements, data quality and protection.
Our Product Development team responded to consumer suggestions
and feedback about the functionality and design of our platforms, which
led to enhancements to our search functionality, MyRightmove
accounts and property details pages.
How feedback reached the Board
• Data reports relating to traffic on Rightmove.co.uk and on the Rightmove App
• Business presentations on new products and business areas
• Sales reports, business, and strategy updates
• Management accounts, financial results, and Key Performance Indicators
How consumers were considered in Board decision making
The Board approved the business and strategic plans, which provided for continued investment in:
• the launch of Tenancy Manager, providing end-to-end management of the tenant journey online, including the use of open banking in tenant
referencing to materially speed up the process (open banking helps referencing providers build a more accurate profile of an applicant’s
financial position – whereby applicants can share detailed information about their finances with a referencing provider by logging into their
online banking);
• the launch of an online Mortgage in Principle service with our partner Nationwide Building Society;
• the provision of environmental information and home improvements, including the publication of Rightmove’s Green Homes Report
(see the Sustainability Report);
• cyber security, fraud prevention and data protection to help keep our users safe online; and
• product development to continually improve property searches and information available on our platforms.
32 | Rightmove plc | Annual Report 2022
Employees
Rightmove directly employs almost 700 people across the UK, including a field-based account management team and employees based at
offices in London, Milton Keynes and Newcastle. Rightmove’s success relies upon the shared commitment, skills and values of our 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 engaged directly with employees during 2022, received
their feedback and discussed the issues raised at Board meetings.
The Board also received regular updates on employee sentiment,
including survey results.
Regular Town Hall webinars, led by the CEO, with question and answer
sessions, continued throughout the year.
How feedback reached the Board
• The results of employee engagement surveys
• Briefings from Executive Directors and Director of People
• Employee consultation sessions and direct engagement during site visits
Non-Executive Directors engaged with members of the Customer Experience, Finance and Internal Systems Teams. The Remuneration
Committee Chair met with employees to discuss their views on pay and executive remuneration. The feedback received from each engagement
activity was discussed at the subsequent Board meeting and, if appropriate, action taken by the management team.
How employees were considered in Board decision making
The Board continued to focus on employee welfare in 2022, particularly the impact of the higher cost of living, performance management
and training:
• The Remuneration Committee approved an accelerated all employee pay increase of 5% and a cost-of-living bonus payment of £1,000
to all employees (with the exception of the Executive Directors and Senior Leadership Team) in November 2022; and
• In addition to employee wellbeing, training has been rolled out to support performance management and development, and awareness of
unconscious bias to support inclusivity in our culture.
The Board also approved:
• charitable giving and community support expenditure of over £200,000, agreed by the Corporate Responsibility Committee, with a further
increase in donations and matched funding for employee nominated charities;
• a SIP free share award and Sharesave grant of options for all employees;
• significant investment in training and development, detailed in the Sustainability Report; and
• action plans which continue to improve diversity in the succession pipeline and address Rightmove’s gender pay gap.
The Board and Audit Committee also performed an annual review of the Whistleblowing Policy and whistleblowing arrangements.
Rightmove plc | Annual Report 2022 | 33
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Section 172 Statement – Working with our stakeholders continued
Suppliers
Rightmove works closely with our larger suppliers, principally in relation to the provision of technology, marketing, recruitment, and professional
services. We aim to build strong relationships with suppliers so that we can successfully deliver our 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,
both throughout the contract period and on renewal.
Our Supplier Code of Conduct is available to suppliers on our
corporate website.
How feedback reached the Board
• Sales, business and strategy updates
• Financial reports
• Executive Director meetings with suppliers
How suppliers were considered in Board decision making
• The Audit Committee approved the new risk management framework, including a supplier due diligence and procurement policy which has been
applied Group-wide.
• The Board endorsed the Payment Practices Report and the prompt payment of suppliers, with no payment delays arising directly from the
Coronavirus pandemic.
Regulators and industry bodies
Rightmove is regulated by the Information Commissioner’s Office for data protection and the FCA for rent guarantee insurance and the
provision of certain mortgage 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. As a publicly quoted Company,
Rightmove plc is subject to the FCA’s listing, disclosure and transparency rules and applies a wide range of governance codes (including
the UK Corporate Governance Code 2018), principles and best practice to its business.
Strategy
Engagement
We work in an open and co-operative manner with our regulators and
professional bodies to ensure we meet all the Group’s regulatory
responsibilities, and our platforms offer a safe and transparent market
for consumers. We also help our customers to comply with their
regulatory responsibilities.
We engage with regulators and professional bodies through direct
and indirect consultation, sometimes via recognised industry
representatives, and through feedback, regulatory reporting and
volunteering business information to support research and
consultation activities.
How feedback reached the Board
• Regulatory briefings, guidance and ‘Dear CEO’ letters from regulatory bodies
• Meetings and communications
• Industry body and regulator events
Board Decisions
• The Board implemented the 2022 Business Plan and approved the 2023 Business Plan, both with significant investment in people and systems,
and focused on regulatory compliance, cyber security, fraud prevention and data protection.
• The Board received detailed presentations on the Group’s current and planned regulated activities in Tenant Services and Mortgages.
• The Audit Committee monitored the implementation and evolution of the new risk management framework and received reports from the
Risk Committee on operational risk management and reviewed the effectiveness of internal controls (see the Risk Management section of
the Strategic Report).
• The Board received updates on the Group’s cyber security plan and approved a ransomware policy as part of a wider incident response plan.
34 | Rightmove plc | Annual Report 2022
Strategic report | Sustainability Report
Our aim is to become a Net Zero business by 2040 with Net Zero in our direct operations by 2030.
Rightmove’s business model and our environmental commitments are aligned to the UK’s environmental ambitions to become
net zero by 2050. While our business model is compatible with the commitments shown below, we are also choosing to be an
overall ‘system-positive’ business by using the reach of our platforms to inform and encourage homeowners and property
professionals to move towards energy efficient homes.
Our commitments
Rightmove is committed to being a responsible, sustainable business, operated for the benefit of all of our stakeholders.
Rightmove’s Environmental, Social and Governance (ESG) strategy embodies two primary aims:
1 to continue to make our business better and more sustainable by
securing our platforms, minimising our environmental impact,
ensuring meaningful diversity in our workforce and maintaining
strong governance; and
business, through the reach of our platforms and contribution
to wider society.
2 to make a difference beyond the direct operation of our
A sustainable future
Social progress
Protecting the environment
Our employees
Our progress against environmental targets; the climate plan to
achieve our science-based targets submitted to SBTi, and our
strategic alignment to the UK Green Taxonomy.
Headline:
Near-term and Net Zero Science-Based Targets have been
validated by the Science Based Targets initiative (SBTi)
Our objectives for diversity, inclusion, equality of opportunity and
employee engagement.
Headline:
87% Great place to work
Strong corporate governance
Supporting
communities
As a trusted marketplace, we are committed to operating in a
transparent, responsible and ethical manner, within a strong
governance and compliance framework.
Headline:
Supplier Code of Conduct published; new Supplier Due
Diligence process implemented, and a new Enterprise Risk
Management framework designed and established
Making a difference beyond our direct operations
in 2022
• we launched our first qualification, a Level 3 Certificate for Estate
and Lettings Agents (CELA) which will enable all agents to gain an
Ofqual regulated qualification, which includes information on
Energy Performance Certificates (EPCs) and the importance of
energy-efficient homes.
We aim to make a difference to our communities in the UK and
support the causes that reflect our values and purpose.
Headline:
Charitable donations of £231,000 and partnership with
Centrepoint to support their Independent Living Project
• we published our first Green Homes report for the media and the
property industry to lead homeowners’ understanding of, and
engagement with, the Government’s drive to improve the energy
efficiency of homes.
Rightmove plc | Annual Report 2022 | 35
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Sustainability Report continued
Rightmove’s Social and Governance targets were agreed in 2020 and enhanced in 2021, and we continue to focus on employee
welfare, diversity and inclusion, community support, anti-corruption, data security and tax transparency. Progress against our
Environmental, Social and Governance targets is set out under the relevant section of this report.
Reporting framework
To report clearly and comprehensively on the Group’s ESG
performance for our investors and other stakeholders, we have sought
to align with the Task Force on Climate-related Financial Disclosures
(TCFD) and the principles of the Sustainability Accounting Standards
Board (SASB) framework for Internet and Media Services. Disclosure
indices for these frameworks can be found on pages 38 and 58.
We continue to be guided by the UN Sustainable Development Goals,
to which we believe Rightmove can meaningfully contribute.
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, the home of our business.
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 investments.
We are pleased to confirm that, having
been independently assessed under the
FTSE4Good criteria, Rightmove is a
member of the FTSE4Good Index Series.
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 in opportunity and
education for all and operate a fair
and inclusive working environment
where gender and ethnic equality
are celebrated.
We believe that we can help to
drive the UK’s net zero agenda by
continuing to digitise home moving
and by helping consumers to
understand the options to make
homes more energy efficient.
36 | Rightmove plc | Annual Report 2022
Contents
Protecting the environment
TCFD compliance statement and disclosure index Pages 37 - 38
Sustainability Governance
Pages 38 - 39
Climate Strategy – risks and opportunities
Pages 39 - 42
Environmental targets and metrics
Pages 43 - 45
Carbon Neutrality
Greenhouse Gas Emissions
Renewable energy
Our employees
Diversity and inclusion
Gender diversity and pay
Development and training
Employee benefits and well being
Page 46
Page 46
Page 47
Page 49
Pages 50 - 51
Pages 51 - 52
Pages 52 - 53
Making a difference to our communities
Charitable giving and community support
Page 54
Governance and Compliance
Tax transparency
Platform security
Compliance
Page 55
Pages 55 - 56
Page 56
Corporate Responsibility Committee Report
Page 57
Sustainability Accounting Standards Board (SASB)
Disclosure index
Page 58
Protecting the environment
Overview
Rightmove’s near-term aim is to achieve net zero carbon
emissions in our direct operations by 2030, and in our value
chain by 2040.
During 2022, we have continued to work with our consultants,
Carbon Footprint, and our SBTi near-term and net zero targets
were validated in January 2023. We have monitored progress
against our existing near-term targets and revisited our
assessment of risks and opportunities and their potential
financial impact. We have continued to review our supply chain
and engaged with our largest suppliers to reduce Rightmove’s
climate impact. Positive environmental actions are integral to
our business strategy as a digital, consumer-focused business.
In this section of the report, we describe how we have
analysed the Group’s carbon emissions and established
science-based targets to achieve our net zero goal. We report
on performance against our environmental targets and the
Group’s carbon emissions on a market-basis, taking account
of renewable energy consumed. The Board’s oversight and
governance of Rightmove’s environmental strategy, risks and
opportunities are set out below.
Taskforce on Climate-Related Financial Disclosures
(TCFD) compliance statement
The Board is pleased to confirm that, for the year ended
31 December 2022, climate-related financial disclosures
are consistent with the TCFD Recommendations and
Recommended Disclosures.
TCFD disclosure index
The table below shows where TCFD recommended
disclosures can be found in this report:
Rightmove plc | Annual Report 2022 | 37
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Strategic report | Sustainability Report continued
Protecting the environment
TCFD recommended disclosure
Reporting and compliance
2
4
5
7
8
Governance
1.
Describe the Board’s oversight of climate-related risks
and opportunities
Describe management’s role in assessing and managing
climate-related risks and opportunities
Strategy
3
Describe the climate-related risks and opportunities the
organisation has identified over the short, medium and
long term
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy
and financial planning
Describe the resilience of the organisation’s strategy, taking
into consideration different climate scenarios
Risk Management
6
Describe the organisation’s processes for identifying and
assessing climate-related risks
Describe the organisation’s processes for managing
climate-related risks
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management
Metrics and Targets
9
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process
10 Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks
11 Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets
Sustainability Governance
Board oversight and executive responsibility
The Board has overall oversight and responsibility for
Rightmove’s Risk Management Framework, which supports the
identification, assessment and management and control of the
risks facing Rightmove – this is described in detail, together with
the Board, Audit Committee and Risk Committee
responsibilities, in the Risk Management report on page 23. The
Risk Management Framework includes ESG and climate-related
risks, which are established as their own risk categories and fully
integrated into the risk register. The Board and Audit Committee
review all significant and emerging risks semi-annually.
During the prior year, the Board established a separate
Corporate Responsibility Committee to increase its focus on
the Group’s environmental and social strategy, risks and
38 | Rightmove plc | Annual Report 2022
The Board’s oversight of climate risks and opportunities is
described in the Corporate Responsibility Committee report
and the Climate Risk Management section of this report below.
The key climate-related risks and opportunities we have
identified are described in the Climate Risk section of this
report below.
The impact of these risks and opportunities has been modelled
and is illustrated below.
The Risk and Audit Committees have reviewed the
methodology and analysis of risks and opportunities, which is
described below.
The resilience of our business to a variety of climate scenarios is
set out in the Risk Register and in the Climate Risk Management
section of this report.
Rightmove’s approach to climate risk-identification and
management is described in the Climate Risk Management
section of this report below and in the Risk Management
section on page 23: climate-related risks are subject to the
same identification, analysis and mitigation processes as all
operational risks.
Rightmove’s environmental targets and metrics are set out in
this report, together with performance against our targets and
our climate action plan to transition to a lower-carbon business
model and net zero in our direct operations (Scope 1, 2 and
Scope 3 Data Centres) by 2030 and in our supply chain by 2040.
opportunities. This Committee is chaired by the Chair of the
Board, comprises all eight Board Directors and met twice
during 2022. The Corporate Responsibility Committee is
supported by the Risk Committee, which also reports on
climate-related disclosures to the Audit Committee.
The Committee terms of reference are available at
plc.rightmove.co.uk/governance/committees
The Chief Financial Officer (CFO) has executive responsibility
for implementing Rightmove’s ESG strategy and chairs the
Risk Committee. The CFO’s executive responsibilities and
advocacy for the Group’s environmental goals is brought to
each Committee and to the Board, creating a continuous
focus on climate-related risks and opportunities.
Protecting the environment
Governance Structure
Board
Oversight
Corporate
Responsibility
Committee
Chief Financial
Officer
Audit
Committee
Risk
Committee
Senior
Leadership Team
Employee
Environmental
Group
The CEO and CFO meet weekly with the Senior Leadership
Team to discuss financial and operational performance,
including risk management. Actions to achieve our climate-
related targets are agreed at this forum and built into the
Business Plan. A dashboard of ESG objectives, including
climate-related metrics and performance, is updated and
shared with the Board and the Risk Committee to ensure
progress against agreed targets.
A new Employee Environmental Group was established in
2022 and three meetings have been held during the year
under review. The group is comprised of enthusiastic
employees from across the business who raise awareness of
sustainability issues and explore ways to reduce Rightmove’s
carbon footprint.
Climate strategy
Rightmove’s purpose is to make home moving in the UK easier
by innovating in ways that help our consumers and customers to
use technology in a way that makes the home moving process
more efficient, saves time and resources and helps to cut carbon
emissions. Our ability to reach the UK ’s largest property market
audience and professionals gives Rightmove a rare opportunity
to contribute to the reduction of the property market’s carbon
footprint, as well as focusing on our own operational efficiency
and emissions.
Climate-related risks
As Rightmove is a digital business, our carbon footprint and
environmental impact is low, and our business model is
sustainable in a low-carbon environment.
The Risk Committee has identified the potential physical and
transitional risks and opportunities for the Group presented
by rising temperatures and climate change, and has considered
the scale of this risk for the Group. Climate change is not a
principal risk for Rightmove for the year ended 31 December
2022, but the climate transition was identified as an emerging
risk due to its increasing importance to all stakeholders.
The Risk Committee also performed an assessment of the
financial impact of these risks and opportunities under multiple
future climate-change scenarios, which are described in detail
below. The assessment considered the actions needed to
achieve our commitment to Net Zero by 2040, as well as the
impact of potential physical and transition risks. The conclusion
was that these risks do not have a material impact on the
financial statements, as set out in further detail in Note 1 to
the financial statements.
All existing and emerging climate-related risks, and
environmental reporting, were reviewed by the Risk Committee
during the year and reported to the Audit Committee and the
Board. The work on the financial analysis of these climate-
related risks was reviewed by the Audit Committee and
reported to the Corporate Responsibility Committee.
The Audit Committee considered the impact assessments
and concluded that the potential financial impact of climate-
related risks on the Group’s operations is immaterial.
Climate-related risk analysis
During 2022, the Risk Committee reviewed the
comprehensive schedule of potential transitional, physical and
investor-related risks identified in 2021. As before, these risks
were considered across Rightmove’s value chain – including
platforms, customers, consumers and employees – and have
been re-analysed, with no substantial adjustments made.
The Risk Committee revisited the scenario analysis of
risks identified in 2021 and commissioned a review of
emerging risks to measure the likely financial impact and
potential threats and opportunities relating to the Group’s
strategic objectives.
The Bank of England’s guidelines on short, medium and long-
term time horizons, aligned to Government policy action and
legislation, were used to analyse the impact of risks across our
key segments (Agency, New Homes and Other) and our internal
resources (technology platforms and employees). In each case,
the likely impact on costs or revenues was assessed by reference
to the business plan and Rightmove’s experience of past events.
Rightmove plc | Annual Report 2022 | 39
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Protecting the environment
Scenarios and key assumptions
Timeframe of impact
Peak UK shadow carbon price
(2010 US$/tonne carbon
dioxide equivalent)
Mean global warming relative
to pre-industrial times by the
end of the scenario
Mean sea level rise in the UK (m)
Physical risk in the UK
Impact on annual output
growth in the UK
Source: Bank of England report
Early Policy Action
< 2 degrees
Early policy action
Smooth transition
Short term 2020-2025
Late Policy Action
< 2 degrees
Late policy action
Disruptive transition
Medium term 2025-2035
No Policy Action
> 3 degrees
No policy action
Business as usual
Longer term 2035-2050
900
1.8°C
0.16
Low
1,100
1.8°C
0.16
Low
30
3.3°C
0.39
High
Temporary lower growth
Sudden contraction (Recession)
in years 2030-2035
Permanent lower growth
and higher uncertainty
The resulting scenario analysis and financial impact
assessment highlighted the increased risk of failure to
comply with emerging regulation and the impact on
consumer behaviour and customer economics.
Climate-related risk analysis and financial impact
The Risk Committee considered detailed analysis of the
financial impact of climate-related risks to Rightmove’s
business; the risks which could have a financial impact (albeit
a limited one) are summarised in the table below:
Early Policy Action
< 2 degrees
Early policy action
Smooth transition
2020-2025
Late Policy Action
< 2 degrees
Late policy action
Disruptive transition
2025-2035
No Policy Action
> 3 degrees
No policy action
Business as usual
2035-2050
Type of Risk
Specific Risk
Transition Risks
Physical Risks
Opportunities
EPC ratings required on
property portals
Property details require
additional environmental
information
New boiler regulations
Data centre disruption
owing to extreme weather
Increased direct third
party advertising for
eco-friendly organisations
Climate-related risk analysis and financial impact
Magnitude of Financial Impact Description
Trivial one-off financial impact
Low one-off financial impact and trivial ongoing financial impact
Medium one-off financial impact or low ongoing financial impact
High, but immaterial, one-off financial impact or medium ongoing financial impact
40 | Rightmove plc | Annual Report 2022
Protecting the environment
Primary climate-related risks
The primary risks and opportunity identified through the financial
analysis are described in more detail below:
Transitional risks
• Early, mandatory EPC regulation may result in our customers
requiring additional resources to complete due diligence on
EPC ratings, reducing their capacity to increase marketing
expenditure on Rightmove.
• Consumers require property details to include additional
environmental data, such as flood data or alternate energy
sources, which may incur additional third-party data costs.
• New boiler regulations
– gas heating ban restricts the stock of properties that agents
can advertise for sale or to rent, reducing their capacity to
increase marketing expenditure on Rightmove, and
– New Homes stock delayed causing a one-off shortage of
new homes, reducing developers’ capacity to increase
expenditure on Rightmove.
Type of Risk
Specific Risk
Physical risks
• Impact of extreme weather and flooding in the long term
(no policy action) on our Data Centres or cloud providers
may result in:
– intermittent website or internet availability;
– loss of consumer engagement and related revenue from
consumer services; and
– potential loss of revenue from a reduction in customer
numbers and third-party revenues, plus potential litigation
costs arising from customer contract disputes.
Opportunity
• actively sell third-party advertising to climate-friendly service
providers on Rightmove platforms.
The following transitional and physical risks and opportunities
were considered in our wider assessment of climate-related
scenario testing:
Transition Risks
Physical Risks
Opportunities
1 Energy Performance Certificate (EPC) ratings required on property portals
2 Property detail reporting becomes more onerous for agents
3 New boiler regulation results in reduced Agency and New Homes stock on the market
4 Increased environmental administration for agents
5 Legacy properties become unavailable to advertise
6 New environmental regulation reduces mortgage availability
7 Requirement for additional ‘green’ search filters on Rightmove platforms
8 New petrol/diesel car ban in 2030
9 Regulatory restrictions on energy use
10 Change in Rightmove's environmental supplier strategy
11 Data centre disruption owing to extreme weather
12 Heatwaves increase cooling costs in offices and data centres
13 Extreme weather affects availability of website
14 Travel restrictions placed on staff as a result of extreme weather
15 Raw materials cost increase for hardware suppliers
16 Home working disruption due to extreme weather
17 Office availability issues due to extreme weather
18 Travel disruption due to extreme weather
19 Extreme cold increases utility costs
20 Extreme weather limits land use for New Homes
21 Commercial customer disruption due to extreme weather
22 Extreme heat affects demand for some overseas regions
23 Increased direct third-party advertising for eco-friendly organisations
24 Eco-friendly market segmentation
25 Environmental risk data sales
26 Agents require Rightmove digital products for environmental/administration efficiencies
27 Insurance Premiums reduced for greener businesses
28 Investor Relations improved by positive environmental reporting
Rightmove plc | Annual Report 2022 | 41
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Protecting the environment
Aggregated risks
In addition to analysis of the above individual risks, we
considered aggregated risks, of which two are detailed below.
The combined financial impacts of these aggregated risks are
not necessarily additive as there can be overlap in the resulting
impact on Rightmove:
Changing consumer behaviour
Changes in consumer behaviour may result in an increased
demand for environmentally-friendly property, which ultimately
affects the way people search for property and resulting
property price changes. The following risks and opportunities
were considered:
• EPC ratings required on property portals (1)
• Property details reporting becomes more onerous for
agents (2)
• Requirement for additional ‘green’ search filters on
Rightmove platforms (7)
• Increased direct third-party advertising for eco-friendly
organisations (23)
• Eco-friendly market segmentation (24)
The outcome of the above analysis indicates a low financial
impact to Rightmove in early and no-policy action scenarios,
and a positive revenue opportunity in the late-policy action
scenario.
New Homes regulation
This relates to changes in regulation that specifically impact
New Homes developments. The following risks and
opportunities were considered:
• EPC ratings required on property portals (1)
• Property detail reporting becomes more onerous for
agents (2)
• New boiler regulation results in reduced Agency and
New Homes stock on the market (3)
• Increased Environmental administration for agents (4)
• Eco-friendly market segmentation (24)
The financial impact of New Homes-aggregated risks and
opportunities on Rightmove results in a low risk for both the
early and no-policy action scenarios and a net positive revenue
opportunity in the late policy action scenario.
Climate-related opportunities
The opportunities for an innovative, digital business
are cumulative and become more significant over time
and include:
• Enhancing property details and search criteria on our
platforms to enable home hunters to identify all relevant
information about a property, including energy efficiency.
• Enabling home hunters to use environmental search filters
when looking for a property on our platforms.
• Digitising the consumer home-moving journey by adding
transactional functionality to our platforms, for example,
tenant referencing, insurance and utility services.
• Providing proprietary data analysis and enhanced property
valuation services and insights into the value of sustainable
home improvements (see example below).
• Developing more customer tools to increase efficiency and
reduce reliance on physical resources, for example,
enhancements to the Best Price Guide, appointment
booking and virtual viewings.
A home’s green credentials are becoming increasingly
important as the UK strives to hit Net Zero by 2050, which
makes predictive data vitally important to help businesses plan
for the years ahead. As part of this focus, we have recently
submitted a proposal for the Green Homes Accelerator Fund
by BEIS. The fund is designed to accelerate and support the
delivery of green initiatives and solutions to support the UK’s
goal of decarbonization and increased energy efficiency
across the UK’s housing stock. Our bid, as part of a consortium,
will see us develop a green homes premium model and
calculator, which will have multiple applications across the
industry and continue to support the drive to net zero and a
greener more sustainable property market across the UK.
We have placed the net zero agenda at the forefront of our
data analytics and continue to work with industry experts and
partners to develop our climate change solution and support
our customers further in this area.
The Risk Committee will continue to dedicate time at meetings
to the analysis of the financial impact of climate-related risks
and opportunities in 2023.
42 | Rightmove plc | Annual Report 2022
Protecting the environment
Environmental targets, metrics and progress
2021/22
Targets
Carbon neutral Achieved with enhanced disclosure of
Action
emissions and offset for 2022.
Achieved
Achieved
Scope 1
25% of company
cars to be ultra-
low emission by
2022, 75% by
2025, 100%
by 2028
Scope 2
Reduce office
carbon
emissions by
10% in 3 years
Scope 3
Reduce the
carbon
footprint of the
data centres by
10% in 3 years
Reduce
unnecessary
travel
A matched contribution scheme, where
Rightmove pays to offer more ULEV options
to employees.
We are on track to achieve our next target of a
75% ULEV fleet by 2025, with 54% (2021: 39%)
of the fleet converted to ULEV vehicles.
Our Milton Keynes and London offices operated
on 100% renewable energy throughout 2022
and, since moving to new premises in June
2022, our Newcastle office also uses renewable
electricity. On a market basis, taking into
account renewable energy our 2022 office
emissions were 3.59 tCO2e, compared to
63.23 tCO2e in 2020, a reduction of 94%.
Two out of three of our data-centres (c64% of
energy consumed) are powered by entirely
renewable energy. We continue to invest heavily
in a hyper-converged infrastructure to reduce
our rack space and consume less energy. In
addition, our hybrid cloud data strategy will
further transfer energy use to an entirely green
supplier. On a market basis, taking into account
renewable energy, our 2022 data centre
emissions were 34.31 tCO2e, compared to 58.85
tCO2e in 2020, a reduction of 42% (reflecting the
migration to more efficient infrastructure and to
a cloud platform). We will continue our migration
to the cloud in the coming years.
All employees (both office-based and mobile)
now work from home three days a week.
Business travel and commuting data have
been assessed for 2022 and added to
Scope 3 emissions.
Ahead of plan to achieve target
19%
54%
75%
2020
2022
Target by 2025
Ahead of plan to achieve target
63.2 tCO2
3.59
tCO2
56.9 tCO2
2020
2022
Target by 2023
Ahead of plan to achieve target
58.9 tCO2
34.3 tCO2
53.0 tCO2
2020
2022
Target by 2023
On track
Rightmove plc | Annual Report 2022 | 43
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Protecting the environment
2020/21
Targets
Reduce water
consumption by
10% in the next
3 years
Action
Water consumption in 2022 for our Milton
Keynes and London offices was 1,397 cubic
metres (2021: 1,016 cubic metres). A reduction
of 8% has been achieved from the 2020
base year.
Achieved
More to do
1,523m3
1,397m3
1,370m3
Increase waste
recycling to
50% by 2022
Our current recycling rate is 48% for our Milton
Keynes and London offices (2021: 50% and
2020: 44%). We are working with our employees
and recycling partners to increase our recycling.
2020
2022
Target by 2023
More to do
44%
48%
50%
Breakdown by Scope (%)
5
5
9.4
>1
30
30
90.3
65
65
Scope 1
Scope 2
Scope 3
SBTi Near-Term and Net-Zero Targets
Rightmove plc has approved near and long-term science-based
emissions reduction targets with the Science Based Targets
initiative. These targets can be found at https://sciencebased
targets.org/companies-taking-action and are as follows:
Breakdown by Category(%)
0
Timeframe
0
Net-Zero
34
Near-term
5
12
36
10
Scope 2
reduce absolute Scope 1 and Scope 2 GHG
Fuel and Energy-
Scope 1
emissions by 90% by 2040, from a 2020 base
related
year and reduce absolute Scope 3 GHG
Capital goods
Waste
Business travel*
emissions 90% by 2040 from a 2020 base year.
Purchased
goods and
services
Employee
reduce our absolute Scope 1 and 2 GHG emissions
commuting and
homeworking
by 47.6% by 2030, compared to our 2020 base
year and our absolute Scope 3 GHG emissions
42% within the same timeframe.
3
2020
2022
Target by 2022
Overall, our emissions in 2022 have increased in line with a
return to the office, an office relocation and fit-out and, an
increase in employee numbers, which in turn have led to an
increase in commuting and business travel-related emissions
as our teams have returned to visiting customers and
prospective customers more frequently.
Supply Chain emissions (%)
5
5
30
30
Capital Goods
Our 2022 Emissions
In 2022, we updated the analysis of our Scope 3 (indirect)
25.5
emissions. As a digital business, Rightmove’s Scope 3 including
outsourced and purchased services, and Data Centre
electricity, creates a high proportion (90%) of our overall
emissions. The proportions of our Scope 1, 2 and 3 emissions
are illustrated below.
Purchased Goods
and Services
Data Centres
61.5
13.0
65
65
Breakdown by Scope (%)
Breakdown by Category(%)
Supply Chain emissions (%)
We are aiming to reach net-zero in our direct operations
(Scope1 and 2) ahead of this, by 2030.
Our progress against these targets is shown below:
SBTI Net zero by 2040
5
5
9.4
>1
30
30
90.3
65
65
Scope 1
Scope 2
Scope 3
1200
1000
800
600
400
200
0
20
22
24
26
28
30
32
34
36
38
40
Actual SBTI Target
44 | Rightmove plc | Annual Report 2022
0
0
10
34
5
36
12
3
Scope 1
Scope 2
Waste
Purchased
goods and
services
Fuel and Energy-
related
Capital goods
Business travel*
Employee
commuting and
homeworking
5
5
30
30
25.5
61.5
13.0
65
65
Capital Goods
Data Centres
Purchased Goods
and Services
SBTI Net zero by 2040
1200
1000
800
600
400
200
0
20
22
24
26
28
30
32
34
36
38
40
Actual SBTI Target
Protecting the environment
A breakdown of Group emissions for 2022, is shown below:
Breakdown by Scope (%)
Breakdown by Category(%)
5
5
9.4
>1
30
30
90.3
65
65
Scope 1
Scope 2
Scope 3
0
0
10
34
5
36
12
3
Scope 1
Scope 2
Waste
Purchased
goods and
services
Fuel and Energy-
related
Capital goods
Business travel*
Employee
commuting and
homeworking
Emissions
Scope 1
The Group’s Scope 3 supply chain has been analysed by
expenditure and converted to emissions data. In 2022 our
supply chain emissions comprised:
Long-term targets to achieve Net Zero
In order to meet our net zero commitments, we will conduct an
annual analysis of the Group’s Scope 1, 2 and 3 emissions, and
have committed to the following climate action plans:
Supply Chain emissions (%)
5
5
Action
30
30
25.5
Capital Goods
Data Centres
65
65
61.5
Company Car travel
Purchased Goods
Company cars to be ultra-low emission
and Services
• 75% by 2025
13.0
• 100% by 2028
Customer contact policy to allow a minimum of
two days a week on the road.
Replace company cars with electric vehicles or
equivalent emissions by 2030
Scope 2
Office electricity – transfer to renewables
• Ensure all offices are powered by renewable
Breakdown by Scope (%)
Breakdown by Category(%)
5
5
9.4
>1
30
30
90.3
65
65
Scope 1
Scope 2
Scope 3
0
0
10
34
5
36
12
3
Scope 1
Scope 2
Waste
Purchased
goods and
services
Fuel and Energy-
related
Capital goods
Business travel*
Employee
commuting and
homeworking
Supply Chain emissions (%)
SBTI Net zero by 2040
5
5
30
30
25.5
61.5
13.0
65
65
1200
1000
800
600
400
200
Capital Goods
Data Centres
Purchased Goods
and Services
Scope 3
0
20
30
22
32
34
26
Actual SBTI Target
Scope 3 Supply Chain emissions
24
40
28
Within Purchased Goods and Services, the Group’s largest
supply chain contributor to carbon emissions remained
advertising and market research. We will continue to focus
on supplier engagement to develop our understanding of
supplier emissions.
38
36
SBTI Net zero by 2040
1200
1000
800
600
400
200
0
20
22
24
26
28
30
32
34
36
38
40
Actual SBTI Target
electricity.
ESOS stage 3 review recommendations to be
evaluated.
Outsourced Data Centres
Work with one data centre provider to move to
renewable energy.
Continue rack reduction in all data centres
Transition to hybrid cloud data solution over
three years with a cloud provider using entirely
renewable energy.
Commuting and homeworking
Hybrid working policy – maintain flexibility of
office working to reduce commuting emissions
(which are lower than homeworking emissions).
We will continue to monitor and review our hybrid
working policy in 2023 to optimise the use of
home and office working for operating
performance, employee welfare and
environmental impact.
Supply Chain
In 2022, we identified Rightmove’s top suppliers
in marketing, market research and information
services and launched a carbon emissions
survey. A key area of focus going forward will be
working with our suppliers to actively reduce
expenditure on marketing channels associated
with high emissions intensity and encourage
information services suppliers to improve
environmental reporting and move to renewable
energy, as we have with cloud services.
Rightmove plc | Annual Report 2022 | 45
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Protecting the environment
Carbon-neutral business
Our sustainability and carbon management consultant,
Carbon Footprint, identified a number of suitable carbon
off-setting initiatives, which are Gold Standard projects, for
Rightmove to support. We have funded two projects and the
cost for offsetting the Group’s 2022 carbon footprint of
1,049 tCO2e greenhouse gasses, including Scope 3
emissions identified in the review of our supply chain,
was £10,749 (2021: £9,073 to offset 559 tCO2e
greenhouse gasses).
Energy and Greenhouse Gas Report
Carbon Footprint Ltd has independently assessed Rightmove’s
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 2022 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 market-based approach for assessing
Scope 2 and Scope 3 Data Centre emissions from electricity
usage. The financial control approach has been used.
Environmental targets and metrics
Greenhouse Gas Emissions
The table below summarises the Group’s UK and Global GHG emissions (the Group’s emissions are all derived from the UK) for
the latest financial reporting year and prior year comparison:
Scope
Activity
Scope 1(2)
Company car travel
Site Gas
Scope 2(3)
Electricity generation
Scope 3
Grey Fleet
Total CO2e (Scope 1 and 2 including Grey Fleet)
Tonnes of CO2e per employee(4)
Tonnes of CO2e per £million turnover(5)
Total kWh(6)
Additional
Scope 3(7)
Purchased Goods and Services
Capital Goods
Fuel and Energy related activities
Waste
Business Travel(8)
Employee Commuting and Home Working
Scope 3 Total CO2e
Total CO2e (Scope 1, 2 and 3)
Tonnes CO2e (market based)
2021(1)
171.33
–
27.83
21.30
220.46
0.39
0.72
2022
98.32
0.61
2.98
59.64
161.55
0.25
0.49
1,328,717
1,058,143
273.25
42.30
62.18
0.50
13.48
177.09
568.80
789.26
379.12
126.39
27.81
1.48
51.34
300.70
886.84
1,048.39
(1) 2021 figures have been restated for additional emissions identified in the SBTi target validation process. Further Scope 3 emissions, including emissions relating to capital
goods, Well-To-Tank and employee commuting, were identified, which increased Rightmove’s 2020 and 2021 total market-based emissions to 977.02 tCO2e and 789.26 tCO2e
(including optional home working) respectively.
(2) Scope 1 (car fuel) emissions for 2021 included both employee business and private mileage. For 2022, emissions relating to employee business mileage only are included.
(3) Scope 2 electricity generation location-based emissions were 78.06 tCO2e for 2022 (2021: 70.64 tCO2e).
(4) Based on 647 employees in 2022 and 572 employees in 2021, taken as the average number of employees in the Group throughout each year.
(5) Based on turnover of £332.6m for 2022 and £304.9m for 2021.
(6) Total kWh includes UK Electricity, Company Owned Vehicles and grey fleet as required for SECR.
(7) Scope 3 emissions include Data Centre electricity on a market basis.
(8) Excluding Grey Fleet emissions as reported within the mandatory Scope 3 section.
46 | Rightmove plc | Annual Report 2022
Protecting the environment
Energy efficiency
In 2022, we completed the Group’s Stage 3 ESOS review of
our London and Milton Keynes offices a year in advance. The
recommendations of the ESOS review will be evaluated in 2023.
In addition, the office move to an energy efficient BREEAM
Green Standard office in Newcastle was completed in July.
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 always 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 will continue to review all possible energy efficiency
improvement measures and report on our progress in
future Annual Reports.
Our employees
Renewable energy
In 2022, our Milton Keynes and London offices were wholly
powered by renewable energy and, following the Newcastle’s
office relocation, Newcastle is now also primarily powered by
renewable energy. Two of our data centres use renewable
energy and our cloud data services provider is entirely
powered by renewable energy.
79% of electricity directly consumed (offices and data
centres) by the Group in 2022 was from renewable sources
(2021: 64%). Our net zero commitment will require us to
work with our key suppliers to encourage the move to
renewable energy.
Social progress
Our Social Goals
We are committed to driving diversity, inclusion and equality and ensuring that Rightmove’s platforms are safe and accessible.
2022 Targets
Action
Progress towards an
employee ethnic mix in
proportion to UK ethnicity
Reduce the gender pay gap
year-on-year until parity is
reached
Continued support and
training on wellbeing
Overall, the ethnic diversity of our employees reflects the UK population. The
proportion of people in each pay quartile is also close to the national ethnicity mix.
Achieved
On track
Our mean gender pay gap has slightly increased compared to 2021 with our median
pay gap decreasing over the same timeframe.
We remain resolute in our commitment to address our pay gaps and our commitment
to parity remains unchanged.
More
to do
All employees have access to trained mental health first-aiders, Thrive webinars
(a programme of workshops on subjects covering mental health, wellbeing and
personal and professional development) and one-to-one professional development,
coaching, nutrition and financial management sessions.
Achieved
Employee engagement: 90%
or more of employees agree
that Rightmove is a great
place to work
This target is directly linked to our Executive Directors’ and management’s
remuneration.
2022 Have Your Say Survey results: 87% of respondents agreed that Rightmove is a
great place to work.
More
to do
Be a Living Wage Employer
Rightmove was accredited as a Living Wage Employer in 2020 and has maintained its
accreditation, ensuring that all employees and contractors working in our offices
receive at least the Living Wage.
The Board has also confirmed the Group’s adherence to the Living Hours standard.
Achieved
Rightmove plc | Annual Report 2022 | 47
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Our employees
2022 Targets
Action
Support and encourage
STEM initiatives
Support for STEM graduates and career changers via our work with Makers Academy
employing people from diverse backgrounds.
Support communities and
individuals through increased
charitable giving and
matched funding
Rightmove has donated £231,000 to local and national charities and organisations which
align with our guidelines for charitable giving and community support.
Details of our guidelines and the organisations we have supported in 2022 are set out below.
Achieved
Achieved
Achieved
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.
Do the right thing for
consumers and customers
Be curious and go out
of your way to understand
Share honestly,
early and often
Make complex things
as simple as possible
Drive improvement:
We can always be better
Take responsibility and
make things that matter happen
Dare to do, be bold. Don’t be afraid
of mistakes you can learn from
Build great teams because
Rightmove is people
Be approachable and
appreciate what others do
Enjoy the journey.
Be part of it
48 | Rightmove plc | Annual Report 2022
Living Wage
Rightmove Group was accredited as a
Living Wage employer in January 2020.
All Rightmove employees have historically
been paid in excess of the Real Living Wage
and we ensure that all of our contractors
who regularly work from our offices are
paid the living wage. The Board has also
confirmed the Group’s adherence to
the Living Hours standard.
Diversity, inclusion and equal opportunities
In 2021, we have continued to promote inclusion and diversity in
our workforce and have increased our focus on ethnic diversity.
In line with the Parker Review recommendation that all FTSE
100 Boards should have at least one director from an ethnically
diverse background by 2021, we are pleased to confirm that
Rightmove has three out of eight (38%) Directors from
ethnically diverse backgrounds as at 31 December 2022.
Rightmove has an all-inclusive hiring process, ensuring that
individual names, places of study and gender references are
removed from CVs. We have continued our ‘someone like me’
initiative to ensure interviewees can feel represented, and we
talk about diversity and inclusivity at Rightmove during
interviews. We have expanded our direct hiring platforms to
include those that attract a higher number of candidates
identifying with a protected characteristic.
Employee engagement activity with the Board is described in
our S172 Stakeholder Statement. In 2022, all our employees
had access to our executive team through regular Town Halls
and interactive Q&A sessions.
Ethnicity mix and remuneration
89% of our employees were happy to volunteer information
about their ethnicity, choosing from 23 ethnic categories
(defined by ACAS) with only 7.4% of Group employees
selecting ‘prefer not to say’.
Our aim is to have an employee base representative of the
wider UK population, including in each hourly pay quartile.
Data has been collected according to the 18-way profile used
in the 2011 UK census, however, to ensure anonymity we have
analysed our employee data under the five summary groups
used in the Government’s Race Disparity Audit, 2017.
Twelve percent (12%) of Rightmove’s employees are
foreign nationals.
White
Mixed/multiple
ethnic groups
Asian/Asian
British
Black/African/
Caribbean/
Black British
Other ethnic
group
UK Population(1)
Rightmove
Pay Quartile
Top
Upper middle
Lower middle
Lower
86.0%
80.3%
81.7%
78.8%
79.3%
81.5%
2.2%
4.7%
4.8%
4.8%
2.7%
6.5%
7.5%
8.0%
10.6%
10.6%
4.5%
6.5%
3.3%
4.9%
1.0%
4.8%
9.0%
4.6%
1.0%
2.1%
1.9%
1.0%
4.5%
0.9%
(1) Taken from the 2011 Census date, the most reliable dataset available
Rightmove plc | Annual Report 2022 | 49
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Our employees
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.
Gender diversity
As at 31 December 2022, female employees made up 45%
(2021: 40%) of the Rightmove leadership team(1). The Board is
keen to strengthen and maintain female representation in
senior roles and Rightmove is a contributor to the FTSE
Women Leaders Review, the successor to the Hampton-
Alexander Review.
Our commitment to gender equality emanates from our
leadership team and 50% of our Board consists of female
Directors, with equal representation at an Executive Director
level. This, combined with our strong female leadership team
representation, resulted in Rightmove being placed eleventh
in the 2022 FTSE Women Leaders table.
Gender pay
Rightmove has published its gender pay gap report, based on
data at April 2022, when the split of male/female employees
was 53%/47% respectively.
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.
As in previous years, the gender pay gap is driven by the gender
mix across the highest and lowest pay quartiles. Women are
less well represented in the higher-paid senior management
and technology teams and men are under-represented in the
lower-paid customer experience teams. While we have
continued with actions to close the gap, disappointingly the
mean gap widened slightly over 2021 and 2022 as the job
market became very tight, leading to a rapid rise in salaries,
with the stiffest competition for talent being in our technology
teams, which are also our most male-based team. The
competitive market also impacted existing employees’ salaries.
A breakdown by gender of the number of Directors and
employees as at 31 December 2022 by various classifications
as required by the Companies Act is set out below:
We have continued to take actions to close our pay gap as part of
our longer-term action plan, which are having a positive impact:
• Across our technology teams, female representation is at 32%,
Directors
FTSEWomen Leaders Review
• Notable female hires in the Upper and Top pay quartiles include:
up 4% on April 2020.
4
4
19
23
Female (50%)
Male (50%)
Female (45%)
Male (55%)
Senior Management
All Rightmove Employees
20
331
336
18
22
Female (45%)
Male (55%)
Female (49%)
Unknown / Prefer not to say (3%)
Male (48%)
(1) The FTSE Women Leaders cohort comprises members of the Executive
Committee and their direct reports.
(2) The Senior Leadership Team comprises the FTSE Women Leaders cohort,
excluding the Executive Directors.
50 | Rightmove plc | Annual Report 2022
Head of Data, Overseas Telesales Director and Head of
Telephone Account Management (TAM sales).
We remain focused on developing our recruitment strategy
with more emphasis on our direct hiring to ensure we
represent the diversity of our employee brand.
Below is our gender pay gap at April 2022. Some of the actions on
which we continue to focus our efforts to improve our gender
balance going forward are also set out.
Difference between male and female pay
2022
2021
Mean Median
Mean Median
Difference in hourly rate of pay(1)
26.2% 32.0% 23.8% 33.5%
Difference in bonus pay(2)
66.6% 35.80% 43.9% 0.0%
(1) Calculated using Rightmove Group Limited pay data from April 2022.
(2) Calculated using 12 months of Rightmove Group Limited bonus pay data to 5 April
2022. Both our mean and median bonus pay gap continues to be influenced by
gender, with more men participating in bonus schemes than women.
The bonus pay gaps have increased significantly, which is due in
part to the timing of the Deferred Share Bonus (DSB) exercises
(DSB awards are included at point of exercise rather than grant
at which point male representation in the relevant teams
was higher).
Our employees
We work hard to create an environment where everyone has
the opportunity to build a career 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:
• Increasing the number of Talent Acquisition Partners to
increase direct hiring capacity and represent our brand and
values directly to candidates, which has delivered significant
benefits in converting candidates in Sales, Technology and
Customer experience roles.
• Significant changes to our family policies: Maternity, Paternity
and Adoption policies. We also introduced a policy supportive
of paid time off for IVF and for child loss
• We delivered inclusivity and unconscious bias training for
everyone to have a greater understanding of diversity and
inclusion and encourage discussion
• We remain focused on targeted activity through our direct
hiring platforms to reflect the diversity of Rightmove
Recruitment and retention
Recruiting people with the right skills, capabilities and
experience to build our business and embrace the ‘HOWs’ is
essential to Rightmove’s success. The market for individuals
with technology and customer-centric skills remains highly
competitive and challenging, with high salary inflation. We have
further strengthened our HR team with talent acquisition
partners with a focus on direct recruiting for all roles. We work
continuously to maintain a happy, supportive working
environment and providing a comprehensive range of
benefits to attract and retain the best people.
Graduate programme
We welcomed eight graduates from diverse backgrounds
through our work with Makers Academy into our Product
Development team during 2022.
Development and training
We are committed to ensuring that learning and development
is accessible to all our employees and have invested in extensive
training and leadership programmes, designed to equip
managers and employees with all the necessary skills to provide
exceptional service to our customers and consumers. All new
Rightmove employees are introduced to the business by
attending ‘How Rightmove fits together’ courses based at our
Milton Keynes and London offices to support Rightmove’s
culture and values.
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 development
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 2022, total hours of developmental training were almost
double those of mandatory training.
In 2022, Rightmove provided employees with an average of
17 hours of training. In total, 3,833 hours of mandatory training
were delivered, primarily covering data protection, information
security and FCA compliance, and 7,660 hours of
developmental training, including performance management,
customer experience and sales training. Online employee
support and engagement webinars have continued to augment
training workshops, with monthly Town Halls (not included in the
table below), hosted by our CEO continuing to be popular and
well attended. The majority of our customer support and sales
training is provided in-house by expert-led trainers. The annual
cost of training in 2022 was £883 per employee, 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.
Rightmove plc | Annual Report 2022 | 51
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Our employees
Summary of training provided in 2022
Average hours of training per employee
Percentage of employees who received training
Total number of training hours provided to employees
Value
17
100%
11,493
Employee share schemes
To enable employees to benefit directly from their contribution
to Rightmove’s success, we offer two all-employee share
plans, which help align the interests of employees with those
of our shareholders.
Number of mandatory training hours
3,833
• Sharesave: Every Group employee can join the Rightmove
Number of technical development training hours
Average training cost per employee
7,660
£883
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 shared at a Company level, with team
reports shared with teams, supported by our HR team to
facilitate discussion and team action plans. We place great
importance on the feedback of our employees, and we are
proud of the fact that our ‘Great Place to Work’ score for 2022
is 87% (2021: 89%), 9 out of 10 employees saying Rightmove
is a Great Place to Work.
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
• 87% feel they can be themselves at Rightmove
• 85% are proud to work for Rightmove
• 90% understand how their role contributes to achieving
the Business Plan
• 84% feel motivated to deliver in their roles.
An employee satisfaction target will again help to determine
executive management’s bonus in 2023, demonstrating the
value of employee engagement to the continuing success
of Rightmove.
Employee benefits
Rightmove offers our employees a comprehensive range of
competitive benefits.
Pensions
A Group stakeholder pension plan is offered to all employees,
under which they can contribute 3% or more of their salary and
Rightmove contributes 6%.
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 68% 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 500 shares under the Share Incentive Plan (SIP) in
December 2022. Over 99% of employees participate in the
SIP and can sell their shares, subject to tax, after three years
or tax-free after five years.
Hybrid working policy
In 2022, having considered employee feedback, and following
a trial of three days a week working from home, we have
continued with our hybrid working policy, which allows
employees the flexibility to work up to three days a week
from home. Teams collectively chose the two days per week
to be in the office together to optimise time together.
Our offices remain open five days a week for any employees
who prefer to work from the office.
We also support other flexible working arrangements,
part-time working and reduced hours to allow our employees
to balance their home and work commitments.
Wellbeing and mental health
We are committed to supporting our employees in all aspects
of their health and wellbeing and offer private healthcare and a
complementary cash plan scheme for all Rightmove
employees’ medical needs.
We also help our people with a range of mental health support
initiatives introduced during the pandemic.
52 | Rightmove plc | Annual Report 2022
Our employees
Health & Safety
The health and wellbeing of all 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.
Rightmove has a fully compliant Health and Safety Policy and
appropriate insurance for all its employees. We also ensure 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, and there was no lost time due
to work-related incidents or work-related occupational disease.
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 that our Non-Executive Directors
(NEDs) should be involved in a variety of engagement sessions
with Rightmove teams to gain direct feedback from employees.
In 2022, our Non-Executive Directors have attended informal
employee engagement sessions with our teams in Milton Keynes
and London.
Employee engagement with our Executive Directors has
continued throughout the year with monthly 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.
The key messages and insights from the Chief Executive’s
Town Hall updates during the year have supplemented our
Non-Executive Directors’ understanding of the challenges and
opportunities facing Rightmove’s employees and informed
some of the Board’s decision-making, particularly in relation to
our investment in technology, remote and hybrid working and
recruitment policies.
Rightmove plc | Annual Report 2022 | 53
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Customer Sailing Day
Rightmove held a customer sailing day to support charities that
are close to our customers’ hearts. The event led to donations
being made to a variety of charities chosen by estate agents,
including homelessness, hospices and cancer support.
Matched funding
We support our people when they take action to raise funds and
volunteer for causes that are important to them. We do this
through our matched funding programme and during the year
we have supported the Alzheimers Society, Cancer Research UK
and Asthma UK, amongst others.
Photography courtesy of Centrepoint Sleep Out 2022 –
David Monteith-Hodge
Strategic report | Sustainability Report continued
Making a difference to our communities
We are committed to supporting the communities in which we
operate. In 2022, we have continued to focus on both local and
national charities that matter to our stakeholders, supporting
them with donations and employee-matched funding.
We engage with our local communities on an ongoing basis
through local connections, charitable support and sponsorship.
We are pleased to report that charitable donations, including
matched funding and sponsorship, totalled £231,000 in 2022
(2021: £153,000).
Through our charity partnership with youth homeless charity
Centrepoint we donated funds to help with their Independent
Living Programme, a project that helps young people into a
rented home of their own. We provided data analysis on rental
supply, demand and pricing dynamics to help inform their future
local developments, and we helped them to use the reach of our
platform to advertise their key fundraising messages.
We have also supported charities which are local to our offices,
where our support can make a significant impact including Willen
Hospice and Harry’s Rainbow.
We are proud to have supported the following organisations
during 2022 which reflect our objective of helping people to be
happy in their homes:
Charity
Purpose
Centrepoint
provides housing
and support for
young people with
the aim to end youth
homelessness by
2037.
The Trussell Trust
supports a network
of more than 1,200
food bank centres
across the UK to
provide emergency
food and support to
people in crisis, and
campaigns to end
the need for food
banks.
Wearside Women in
Need supports
communities across
Wearside to live free
from domestic
abuse.
Rightmove’s contribution
Funds donated to support
the Independent Living
Programme which helps
people into affordable
rented accommodation.
Employee fundraising
matched by Rightmove for
its annual Sleep out event.
Funds donated to The
Trussell Trust to help
families with emergency
food parcels, training,
logistics and providing
financial advice through
their Help through
Hardship Helpline.
Our Product
development team
provided support to
improve the charity’s
website infrastructure.
Funds donated will
provide safe spaces and
essential supplies for
families in need.
54 | Rightmove plc | Annual Report 2022
Governance and Compliance
As described in the Board oversight and responsibility section,
our Board has overall responsibility for the Group's
Environmental and Social policies.
Further details of our Board governance framework and
policies can be found in the Corporate Governance Report and
the report on the Corporate Responsibility Committee at the
end of this Sustainability Report.
Our Governance and Compliance Goals
We are committed to operating in a responsible, compliant and
ethical manner, with honesty and integrity.
2022 Target
Action
Be tax transparent
Rightmove is committed to paying the right amount of tax, at the right time.
The consolidated effective tax rate for 2022 was 18.9% (2021: 18.9%) with income tax
of £45.6m (2021: £42.6m)
There were no reportable data breaches in 2022.
Achieved
Achieved
Achieved
There have been no reported instances of bribery, fraud, corruption, modern slavery or
human rights breaches in our business.
Achieved
Zero reportable data
protection incidents
Zero tolerance of bribery and
corruption, modern slavery
or human rights breaches
Trusted Marketplace
As a leading digital platform, Rightmove strives to provide a
reliable, efficient and fair marketplace for its customers and
consumers. Every modification to our platforms, every new
service or innovation is tested to ensure it delivers a valuable
service for our customers, protects consumer data and
provides an engaging user experience.
Tax transparency
Rightmove’s total tax contribution in 2022 was £119.8m
(2021: £113.8m). Further details on our tax strategy can be
found in the Financial Review.
Our platform security
We carry out due diligence on all prospective Rightmove
customers to ensure they can meet all relevant regulations
and best practice standards before we allow them to advertise
on Rightmove.
We have a comprehensive, automatic detection system in
place to identify any anomalous images or text uploaded to
Rightmove in any property advert, which allows us to work
more effectively with our customers to rectify property listings
and remove potentially misleading or incorrect images and
property descriptions. 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.
In 2022, we responded to a number of consumer data-privacy
incidents, which were fully mitigated and did not result in any
financial loss to consumers. Rightmove’s fraud prevention
team can respond to incidents promptly at any time of the
day or night, minimising the risk to our consumers.
Rightmove’s employees are required to complete mandatory
training on joining (and annually thereafter) in data protection and
information security and are subject to periodic phishing tests,
which are followed by specific remedial training, if required.
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 standards are required for
employees in technical roles, such as PCI payments.
Our Chief Information Security Officer is a member of the
Group Risk Committee and co-ordinates actions across the
organisation, to ensure our security environment remains strong.
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.
They are supported by a dedicated team handling data
protection enquiries from consumers and customers via
DPO@rightmove.co.uk.
We have continued to invest in cybersecurity and data security
aligned to our risk appetite and in 2022, completed the following
actions to strengthen Rightmove’s cyber security position:
Rightmove plc | Annual Report 2022 | 55
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 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;
Flexible Working, 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 2022, no incidents of Modern Slavery or human rights
abuse have been identified in our business or supply chain.
Whistleblowing
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. We
operate 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. All employees undertake an online
Whistleblowing training module.
Strategic report | Sustainability Report continued
Governance and Compliance
• onboarded a new 24 x 7 x 365 ‘managed detection and
response’ service for all laptops and servers, allowing our
retained cybersecurity partner to detect and isolate a
machine within minutes of identifying suspicious activity
• introduced more segmentation into our internal network to
provide greater protection for critical assets in the event of
another device on the network being compromised
• introduced a new ‘AI based’ phishing protection product
running in parallel with our existing email threat detection
• invested in anti-automation tooling to protect the consumer
website from automated ‘account takeover‘ attacks
• achieved the NCSC’s Cyber Essentials Plus accreditation for
our corporate IT environment
• undertaken a number of penetration tests and external
assurance exercises to gauge the effectiveness of our
security controls
• started building our new cloud-based website hosting
environment with best practice security in place from
the outset
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 response and identifying any areas requiring
investment or improvement.
Recognising the importance of maintaining a secure supply
chain, we have continued to extend our cyber risk assessment
activities in 2022 to include more formal due diligence of
suppliers and now have a framework in place to manage and
track that work.
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 do not tolerate any form of bribery or corruption within our
business or in any dealings with our customers, suppliers and
other third parties, and do not conduct business with any
service provider, customer or supplier which does not meet
the principles of our Anti-Bribery Policy, which is incorporated
into our Financial Crime Policy and can be found on our website
plc.rightmove.co.uk. No employees were disciplined or
dismissed due to non-compliance with the Policy and no
fines were levied on the Company during the year.
56 | Rightmove plc | Annual Report 2022
Corporate Responsibility Committee Report
Overview
The Board established a Corporate Responsibility Committee, comprising all directors, to increase focus on sustainability, meeting
twice a year to review the Group’s:
• environmental strategy, policy, targets and performance
• social strategy and commitments
• employee diversity, gender pay gap progress and employee engagement
• risk and benefit analyses from the Risk Committee associated with ESG
The Committee’s terms of reference can be found at plc.rightmove.co.uk/governance/committees
Progress in 2022
The Committee met in February and September 2022 and February 2023 to:
• approve enhancements to the Group’s ESG strategy
• review the ESG dashboard, indicating progress against targets
• noted progress with Rightmove’s SBTi targets under the Group’s 1.5ºC commitment
• review the analysis conducted by the Risk Committee on material ESG risks and opportunities
• receive an update on social initiatives and charitable giving
• review and approve the 2022 Sustainability Report
Focus for 2023
• Undertake a formal review of our Sustainability strategy to ensure it remains fit for purpose
• Deliver the next phase of our climate action plan for Scope 1, 2 and 3 emissions
• Further develop our scenario analysis of climate-related risks and opportunities
• Adapt and develop our environmental and social strategies in line with best practice
2 March 2023
Rightmove plc | Annual Report 2022 | 57
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Strategic report | Sustainability Report continued
Sustainability Accounting Standards Board (SASB) disclosure index
The table below summarises the recommended SASB disclosures. Where we have provided the information, the location in the
Annual Report is indicated below.
Area
Recommended disclosure
Location
Environmental
footprint of
hardware
infrastructure
• Total energy consumed, including percentages from
National Grid and renewable energy
• Total water consumed
• Integration of environmental considerations into
strategic planning for data centres
Data Privacy,
Advertising
Standards and
Freedom of
Expression
• Description of policies relating to behavioural
advertising and user privacy
• Monetary loss arising from legal proceedings relating
to user privacy
• List of Countries where core products or services are
subject to government-required monitoring,
blocking, content filtering or censoring
Scope 1, 2 and 3 GHG emissions and water usage
disclosed in the Environment section of the
Sustainability Report
Planned move to a renewable cloud-based solution
disclosed in Environmental section of Sustainability
Report
Governance & Compliance – Our Platform security
and Protecting customer and consumer data sections
of the Sustainability Report
No monetary losses as a result of legal proceedings
None. Rightmove is a UK based Company with a
predominantly UK target audience
• Number of government requests to remove content
None
Data Security
• Description of approach to identifying and mitigating
As above
data security risks
Employee
Recruitment,
inclusion and
performance
• Percentage of employees that are foreign nationals
• Employee engagement, as a percentage
• Gender and racial/ethnic group representation
Social Progress – our employees section of
Sustainability Report
58 | Rightmove plc | Annual Report 2022
Non-financial and Sustainability Information Statement
The table below shows where information can be found in relation to the requirements of Companies Act 2006 section 414CA
and 414CB, including further information on policies and policy outcomes (where applicable).
Reporting requirement
Annual Report section
Page(s)
Related policies and standards
Environmental matters, including
the impact of the business on the
environment and climate related
disclosures
Employees
TCFD Statement
Sustainability
Section 172 statement
Stakeholders
Strategic report – principal risks
and uncertainties
Sustainability report
Section 172 statement
Directors’ Remuneration Report
Social and community matters
Sustainability report
Section 172 statement
Respect for human rights
Sustainability report
Anti-Bribery and Corruption
Sustainability report
Audit Committee report
Business model
Business model
Strategic report
CEO review
CFO review
Principal risks and uncertainties
Strategic report – principal risks and
uncertainties
Environmental strategy
Code of Conduct
Health and Safety Policy
Whistleblowing Policy
Flexible Working Policy
Maternity, Paternity and Shared
Parental Leave Policy
The ‘Hows’
Gender Pay Gap reports
Charitable Giving Guidelines
Modern Slavery Statement
Data Retention Policy
Privacy Policy
Financial Crime Policy
Whistleblowing Policy
37-38
35-47
30-34
26-28
47-53
33
82-113
54
30-34
56
56
78
6-7
2-59
14-17
20-22
26-28
Non-financial key performance
indicators
Strategic report – operational key
performance indicators
18
Rightmove plc | Annual Report 2022 | 59
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report
Governance overview
I am pleased to introduce our Corporate Governance Report for
2022 (Report), which sets out Rightmove’s corporate governance
framework and explains how the Company has applied the
principles and complied with the provisions of the UK Corporate
Governance Code 2018 (the Code) during the year. This Report
includes our statement of compliance with the Code, Rightmove’s
governance structures, procedures and initiatives, the biographical
details of Rightmove’s Board Directors and a description of the main
activities of the Board and its Committees during 2022. This Report
also includes reports from the Audit, Nomination and Remuneration
Committees. The Corporate Responsibility Committee report
can be found in the Sustainability section on page 57.
Company Purpose, Values, Strategy and Culture
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 framework of governance and
risk management and by our culture and values. We 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.
Board priorities
One of the top priorities for the Board in 2022 was the search for a
new Chief Executive Officer and Executive Director, following the
announcement in May 2022 that Peter Brooks-Johnson would
be stepping down as CEO in 2023, after the announcement of
the 2022 financial results. Following the Board’s recruitment
process, Johan Svanstrom was selected and he joined
Rightmove on 20 February 2023 – full details of that process can
be found in the Nomination Committee report. The Board has
also reviewed and considered a detailed business plan for 2023,
including presentations from the Senior Leadership Team. The
Board has also overseen during the year, the implementation of
a new Enterprise Resource Planning system in the Finance
function of Rightmove, as well as receiving progress updates as
the new system was embedded. In addition to this, the Board
reviewed important governance documents including the
matters reserved for its decision and the terms of reference for
each of the Audit, Nomination and Remuneration Committees.
60 | Rightmove plc | Annual Report 2022
I am pleased to introduce our Corporate
Governance Report for 2022, which sets out
Rightmove’s corporate governance framework
and explains how the Company has applied the
principles and complied with the provisions of
the UK Corporate Governance Code 2018
during the year.
Andrew Fisher Chair
Board membership
There were no changes to the Board membership during 2022
and we continue to have a strong and balanced Board with
appropriate skills, knowledge, experience and diversity.
On 20 February 2023 Johan Svanstrom was appointed to
the Board as an Executive Director and CEO designate.
Peter Brooks-Johnson will step down as CEO and as an
Executive Director on 6 March 2023.
Board Evaluation
During 2022, an internally facilitated Board evaluation was carried
out. The evaluation was conducted by the Chair and the
Company Secretary using a detailed questionnaire alongside
opportunities for additional comments, which was completed by
each Board member. The analysis and the actions and objectives
arising from that evaluation were discussed by the whole Board
and an action plan for 2023 was formulated and agreed. Please
turn to the Nomination Committee Report for further details.
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 Financial Reporting Council’s (FRC) website at frc.org.uk.
The Board is committed to strong corporate governance,
and we are pleased to confirm that for financial year 2022, the
Company has complied with all provisions of the Code. Details
of our approach to corporate governance and compliance with
the Code are summarised at the beginning of this report and
throughout this Governance section of the Annual Report.
Directors’ duties – S172 Statement
An explanation of how the 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 S172 Working with our stakeholders
section of the Strategic Report.
Andrew Fisher
Chair
C.
D.
E.
2.
F.
G.
H.
I.
3.
J.
K.
4.
M.
N.
Corporate Governance Code Overview
The schedule below provides an overview of where the application of Principles (A to R) and associated provisions of the Code
have been reported in the annual report.
1.
A.
Board Leadership and Company Purpose
Location in Annual Report
Promoting the long-term sustainable success of the Company
Board leadership pages 62-65 Board activities page 66
B.
Purpose, values, strategy and culture
Section 172 Statement – Working with our stakeholders
pages 30-34
Chair’s governance overview pages 60-61 and Strategic Report
pages 2-59
Governance framework and controls
Board leadership pages 62-65
Engagement with stakeholders
Strategic report – Section 172 Statement – Working with our
stakeholders pages 30-34
Oversight of employment policies and practices
Sustainability report pages 37-59
Division of Responsibilities
Role of Chair and Board Information
Division of Responsibilities
Board leadership pages 62-65
Division of responsibilities page 68
External Commitments and Conflicts of Interest
Board leadership pages 62-65
Role of Company Secretary
Board leadership pages 62-65
Composition, succession, and evaluation
Appointments to the Board and succession planning
Nomination Committee Report pages 79-81
Board composition and length of tenure
L.
Board Evaluation
Board leadership pages 62-65, and Board Composition, Succession
and Evaluation page 68
Board Composition, Succession and Evaluation page 68, Nomination
Committee report page 79
Audit, risk and internal control
Financial reporting – integrity of financial and narrative statements
Financial Review pages 20-22, Audit Committee report pages 71-79
Fair, balanced and understandable assessment
O.
Risk management and internal controls framework
Audit Committee report pages 71-79 and Directors’ report pages
114-116
Risk Management Report pages 23-28, Audit Committee report
pages 71-79
5.
P.
Q.
R.
Remuneration
Reward Structure reflecting achievement and contribution to
long-term strategy
Directors Remuneration Report pages 84-113
Remuneration Policy
2022 Remuneration Outcomes
Directors Remuneration Report pages 84-113
Directors Remuneration Report pages 84-113
Rightmove plc | Annual Report 2022 | 61
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report continued
1. BOARD LEADERSHIP – Board governance structure
Shareholders of Rightmove plc
The Board (primarily through the Chief Executive Officer and the Chief Financial Officer, supported by the Chair and the Senior Independent Director)
actively engaged with the Company’s institutional investors during the year. Details of the Board’s engagement with shareholders can be found on the
following pages and in the Section 172 Statement and the Strategic Report.
The Board of Rightmove plc
The Board is collectively responsible for promoting the long-term success of the Group for the benefit of the Company’s stakeholders. It agrees the overall
strategy, direction and culture 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. They also ensure
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
Responsible for:
• the day-to-day management of the Group, and its operations and results;
and
• implementation of the Group strategy.
Led by the Chief Executive Officer and supported by the Chief Financial
Officer and Senior Leadership Team.
The roles of Chair and Chief Executive Officer are separate with a clear
division of responsibilities.
Non-Executive Directors
Responsible for:
• constructively challenging the Executive Directors; and
• monitoring the delivery of the strategy within the risk and control
framework set by the Board.
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;
• being available to shareholders if they have concerns which they have not
been able to resolve through the normal channels; and
• conducting 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. The Company Secretary and her team play an important role in the preparation of clear, accurate and timely information, liaison
between Non-Executive Board members and Executive Directors and the Senior Leadership Team, and the organisation of Board and Committee
meetings and materials.
Matters reserved to the Board
• Rightmove’s business strategy and annual business plan
• capital management and dividend policies
• the system of internal control and risk management
• 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
Details of Board activities during the year can be found later in this report.
The Board Committees (composed of Non-Executive Directors (NEDs) only, with the exception of the Corporate Responsibility Committee,
which is composed of all Directors)
The Board delegates certain matters of business to its four 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 and other Rightmove employees 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.
Corporate Responsibility
Committee
(Quorum: 3 Directors)
Responsible for:
• the oversight of the Group’s
ESG strategy;
• monitoring progress against
ESG objectives and targets; and
• approving the Sustainability
Report.
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 (SLT)
The SLT supports the Chief Executive Officer and Chief Financial 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.
Risk Committee
To enhance our governance and risk management framework, a Risk Committee was established in 2021, comprising the Chief Financial Officer, and
members of the SLT, with the objective to continually assess emerging, existing and changing risks, monitor the effectiveness of corresponding controls
and report to the Audit Committee.
62 | Rightmove plc | Annual Report 2022
Governance | Directors and officers
Nationality: British
Appointment to the Board:
1 January 2020
Committee membership:
Nomination (Chair), Corporate
Responsibility (Chair)
Current external commitments:
Non-Executive Director, Senior
Independent 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 high
growth strategies. 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 Chair of Shazam. During
his tenure Shazam became 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. Andrew is a Trustee of the
Royal Marsden Cancer Charity.
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.
Nationality: Swedish
Appointment to the Board:
20 February 2023
Current external Appointments:
Non-Executive Director of
BIMObject AB
Previous roles and relevant skills
and experience
Johan brings extensive knowledge
of growing established online
marketplace and e-commerce
businesses and has many years
of experience as a board director
of both public and private
technology companies across
multiple countries.
Johan most recently served as a
Partner, EQT Growth Advisory Team,
part of EQT the global investment
organisation, where he was part of
investing in and serving on the
boards of several growth technology
companies. Prior to that, Johan was
a member of the Expedia Group
global leadership team, serving as
Global President of Hotels.com and
Expedia Affiliate Network brands
between 2013 and 2018, where he
grew revenues to over $3 billion,
leading teams across four
continents. Preceding that, Johan
spent eight years with the Expedia
Group in its Asia-Pacific division as a
Managing Director, launching and
growing several of the company’s
divisions into leading regional players.
Johan was previously with
McDonald’s Corporation, where he
was Head of the Digital Innovations
Group, successfully leading major
projects based in the US. Before
that, Johan held CEO and leadership
positions in telecommunications
and internet start-ups.
Johan is a Swedish national based
in the UK and holds a MSc in
Economics from the Stockholm
School of Economics.
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’
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.
Rightmove plc | Annual Report 2022 | 63
Andrew Fisher Chair
Peter Brooks-Johnson
Executive Director and Chief
Executive Officer
Johan Svanstrom
Executive Director and Chief
Executive Officer designate
Alison Dolan
Executive Director and Chief
Financial Officer
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors and officers continued
Jacqueline de Rojas CBE
Senior Independent
Non-Executive Director
Rakhi Goss-Custard
Non-Executive Director
Andrew Findlay
Non-Executive Director
Nationality: British
Appointment to the Board:
30 December 2016
Committee membership:
Audit, Nomination, Remuneration,
Corporate Responsibility
Current external commitments:
Board Member 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.
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 President of Digital Leaders
Technology Group. 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 Girlguiding Association for
technology transformation. She
was awarded a CBE for services to
international trade in the
technology industry in 2018.
Nationality: American/British
Appointment to the Board:
28 July 2014
Committee membership:
Nomination, Remuneration,
Corporate Responsibility
Current external commitments:
Non-Executive Director of
Kingfisher plc
Non-Executive Director of
Schroders plc
Non-Executive Director of
Trainline 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.
Nationality: British
Appointment to the Board:
1 June 2017
Committee membership:
Audit (Chair), Nomination,
Corporate Responsibility
Current external commitments:
Chief Executive Officer of
M Group Services Limited
Previous roles and relevant skills
and experience:
Andrew is a chartered accountant
with broad operational experience,
a wealth of financial expertise,
proven commercial experience
and strong consumer-centric
background. He has a deep
knowledge of financial reporting,
audit and risk management,
technological solutions and
consumer platforms.
Andrew is currently the Chief
Executive Officer of M Group
Services Limited, a leading
essential infrastructure services
provider in the UK. He was
previously the Chief Financial
Officer of M Group Services from
2021 and prior to that the Chief
Financial Officer of easyJet plc
from 2015 until 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 with the London
Stock Exchange and Cable &
Wireless, in the UK and US.
Andrew qualified as a
chartered accountant with
Coopers & Lybrand.
64 | Rightmove plc | Annual Report 2022
Nationality: British
Appointment to the Board:
1 February 2018
Committee membership:
Remuneration (Chair), Nomination,
Corporate Responsibility
Current external commitments:
Non-Executive Director of Proven
VCT plc
Non-Executive Director of Finsbury
Growth & Income Trust PLC
Non-Executive Director of Premier
Foods 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 has also
served as a non-executive director
of M&C Saatchi plc, Euromoney
Institutional Investor plc and Jupiter
UK Growth plc.
Nationality: American
Appointment to the Board:
1 June 2019
Committee membership:
Audit, Nomination, Corporate
Responsibility
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.
Lorna Tilbian
Non-Executive Director
Amit Tiwari
Non-Executive Director
Appointment as officer of the
Board:
28 September 2022
Current external commitments:
None
Carolyn Pollard
Company Secretary
Board Composition and Diversity
Previous roles and relevant
experience:
Carolyn was Deputy Company
Secretary at Superdry plc from
December 2018 to September
2022 and Company Secretary
(SPV) at G4S plc from October
2015 to December 2018. Carolyn
has broad commercial experience
as a company secretary, spanning
financial services, utilities, retail
and the voluntary sector. Carolyn
is a fellow of the Chartered
Governance Institute UK and
Ireland and has a BA (Hons) in
Politics and History from Coventry
University. Carolyn is also a
member of the Board of Trustees
of Caudwell Youth.
Board tenure
Board gender
Board composition
Board age
Board skills & experience
1
1
4
2
4
4
2
1
5
60+
e
g
n
a
r
e
g
A
50-
59
40-
49
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 31 December 2022 are set out above.
Finance &
governance
Technology
& innovation
Digital
marketing &
online media
Voice of the
customer/
property market
Voice of the
consumer & retail
Corporate
transactions
Rightmove plc | Annual Report 2022 | 65
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Corporate governance report continued
Board activities
At each scheduled meeting the Board considers the minutes and actions raised at previous meetings, is provided with operational
updates from the CEO and CFO and receives reports on each Committee’s activities from each committee Chair.
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
Employee update
and feedback
People update and
‘Have your say’ all-
employee survey
results
Monthly
management
report
Full-year
financial results
(including
Viability
statement
and Fair,
Balanced and
Understandable
Statement, and
Final Dividend)
Investor relations
update and share
register analysis
Update on investor
feedback
(Remuneration
Committee)
Update on
employee
engagement
feedback
(Remuneration
Committee)
AGM briefing/
analysis of
shareholder voting
and feedback
Governance and
regulatory updates
Enterprise Resource Planning (Finance)
system implementation
Review of Risk Register/Principal Risks
Corporate Responsibility Committee
report/review
Tax Strategy review
Modern Slavery Act Statement
Payment Practices Report (2021)
Risk management update
Analysis and
implementation of
strategic initiatives
February
Traffic update
Product development
roadmap
May
Mortgages update
Commercial business update
June
July
Off-site strategy away day:
Trends in global property
markets
Strategy review session
(including Rightmove
Landlord and Tenant
Services strategy update)
Half-year
financial results
and Interim
Dividend
Continuation of
Share Buy Back
programme
September Core Business update
Mortgages business update
Breadth business update
Annual approval of
Share Incentive Plan
and Sharesave awards
November 2023 Business plan approved
Remuneration
Policy review
(Remuneration
Committee)
Risk Register review
Financial Crime Policy
Group insurance broker tender process
Payment Practices report (to June 2022)
ESG Strategy update and performance
review
Corporate Responsibility Committee
update
Appointment of new Company Secretary
Gender and Diversity pay reporting
(Nomination Committee)
Succession planning (Nomination
Committee)
Insurance review and renewal
Annual review of effectiveness of risk
management, internal controls and
internal audit (Audit Committee)
Cyber security internal audit review
(Audit Committee)
Whistleblowing arrangements annual
review (Audit Committee)
December Cyber security review
66 | Rightmove plc | Annual Report 2022
Remuneration
Policy review
(Remuneration
Committee)
Board and Committee evaluation
feedback and actions/objectives agreed
Legal and Corporate Governance update
There are seven scheduled Board meetings each year,
including one meeting or away day devoted to the
consideration of the Group’s strategy. In addition to scheduled
Board meetings, there are Board calls to update on specific
matters and there is ongoing, less formal 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 ‘executive session’ with the
Non-Executive Directors to consider key matters and
feedback for management. The Company Secretary records
Directors’ questions and challenges and agreed actions in the
Board minutes. Non-Executive Directors receive updates from
the CEO and CFO at each Board meeting, in addition to more
detailed monthly management reports on the operational and
financial performance of the business, setting out actual and
forecast financial performance against approved plans and
other key performance indicators. The Board has access to
corporate broker reports, 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.
Annual General Meeting
The AGM provides an opportunity for shareholders to vote on
aspects of the Company’s business, meet the Directors and
ask questions. The next AGM is scheduled to be held on 5 May
2023 at the offices of UBS Limited, 5 Broadgate, London,
EC2M 2QS. Shareholders will also be able to raise questions in
advance of the meeting through investor.relations@
rightmove.co.uk. 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 2022 AGM were passed
comfortably, and no resolutions received more than 20% of
votes against the Board’s recommendations.
Within the regulatory framework, the 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.
The Chair, Committee chairs and Senior Independent Director
were also available to answer shareholder questions,
typically received via our Company Secretary and investor
relations team.
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
Section 172 Statement: Working with our stakeholders,
in the Strategic Report.
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 on their interaction with investors, as
well as receiving share register analyses and market reports
from the Company’s joint brokers, UBS and Numis.
Shareholders are also kept up to date with the Group’s
activities through the Annual Report and full and half-year
results presentations. The investor relations section of the
Company’s website, plc.rightmove.co.uk provides details of
all Directors, the financial calendar, our latest investor news
including financial results, investor presentations, corporate
governance, and Stock Exchange announcements.
Employee engagement
In response to the Code requirement, the Board has elected to
adopt a bespoke approach to employee engagement, with all
Non-Executive Directors engaging directly and regularly with
the Company’s workforce. During 2022 Non-Executive
Directors received employee feedback during Board meetings.
Further details can be found in the Sustainability Report and in
the Remuneration Committee Report.
Rightmove plc | Annual Report 2022 | 67
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Corporate governance report continued
Rightmove’s culture and values
The Board fully supports and reflects Rightmove’s open,
supportive and innovative culture, described in more detail in
the Sustainability Report. Executive Directors lead by example
in maintaining Rightmove’s open, collaborative culture with a
fully open plan office environment and during 2022 employees
had access to regular, monthly ‘Townhall’ webinars to receive
CEO updates and to participate in Q&A sessions. All Directors
have access to Group employees, through a variety of
channels, detailed in the Sustainability 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.
Whistleblowing
During the year, the Company reviewed and approved its
Whistleblowing policy and arrangements. The Board ensures
that there are systems in place for individuals to raise concerns.
An independent whistleblowing service continues to be
available and is communicated to all employees. The service
enables individuals to report concerns anonymously and in
confidence and can be accessed by telephone, email or via a
website. During 2022, one concern was raised using this facility,
which was subsequently identified as a customer services
matter that was resolved to the satisfaction of all parties.
No other whistleblowing reports were received. Further
information can be found in the Audit Committee and
Sustainability 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 has provisions for
managing and authorising potential conflicts of interest.
The Board has a Conflicts of Interest Policy in place and
continues to observe the policy and review 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. No such conflicts of interest arose in 2022.
68 | Rightmove plc | Annual Report 2022
2. 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 are independent in character and judgment.
The review takes into account factors such as Directors’
external interests and appointments, and contribution to
debate during meetings to determine whether they
demonstrate independent judgment and whether there are
any other 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, Directors’ additional external
appointments are approved by the Nomination Committee
or Board. Our Chair, Andrew Fisher, is also a Non-Executive
Director of one other publicly listed company. The Chief
Executive Officer, Peter Brooks-Johnson, holds one other
non-executive directorship of a listed company. 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:
n
o
i
t
a
r
e
n
u
m
e
R
6
–
–
–
6
6
–
6
–
)
1
(
d
r
a
o
B
7
7
7
7
7
7
7
7
7
y
t
i
l
i
b
i
s
n
o
p
s
e
R
e
t
a
r
o
p
r
o
C
2
2
2
2
2
2
2
2
2
n
o
i
t
a
n
m
o
N
i
2
2
–
–
2
2
2
2
2
t
i
d
u
A
5
–
–
–
5
–
5
–
5
Total meetings
Andrew Fisher
Peter Brooks-Johnson
Alison Dolan
Jacqueline de Rojas
Rakhi Goss-Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
(1) There were seven scheduled Board meetings in 2022. The Board Away day
(two days), is included in these numbers.
Each Board member has attended all Board and relevant
Committee meetings during the year and each has
demonstrated continued commitment to their roles.
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 2022, at which the performance of the
Chair was also reviewed without him present.
3. BOARD COMPOSITION, SUCCESSION AND
EVALUATION
At the date of this report, the Board comprises three Executive
Directors and six Non-Executive Directors, including the Chair.
The Executive Directors are Peter Brooks-Johnson (Chief
Executive Officer), Johan Svanstrom (CEO designate) 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.
Peter Brooks Johnson will step down from the Board on
6 March 2023, following the announcement of the 2022
financial results and will not stand for re-election at the 2023
AGM. Rakhi Goss-Custard will not stand for re-election at
the 2023 AGM, as she has served the maximum term.
Johan Svanstrom was appointed on 20 February 2023 and will
stand for election at the AGM. All other Directors will retire and
offer themselves for re-election at the 2023 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. 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
1,375,963 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
There were no Board changes during financial year 2022.
Details of Board changes from the end of financial year 2022 to
the date of this report can be found above. More information
on the selection and appointment process for Directors can be
found in the Nomination Committee Report.
Board diversity
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.
As at 31 December 2022, 50% of both executive and non-
executive Board members were female, along with 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.
As at 31 December 2022, 37% of Board members are from
ethnically diverse backgrounds, exceeding the Parker Review
target for FTSE100 boards, which we are committed to
meeting or exceeding.
We can also report that as at 31 December 2022, in line with
Listing Rule 9.8.6R(9), Rightmove has achieved the following
Board diversity targets:
• 50% of the individuals on the Board of Directors are women
(Listing Rule target is 40%)
• Two senior positions are held by women (Chief Financial
Officer is Alison Dolan and Senior Independent Director
is Jacqueline de Rochas) (Listing Rule target is one
senior position)
• Three individuals on the Board are from a minority ethnic
background (Listing Rule target is one individual).
Rightmove plc | Annual Report 2022 | 69
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Corporate governance report continued
Changes to the Board that have occurred since 31 December 2022 have not impacted these target achievements. For full details
please refer to the gender and ethnicity reporting tables below.
Gender identity reporting table
Men
Women
Not specified/prefer not to say
Ethnic background reporting table
White British or other White (including minority white groups)
Mixed/Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group including Arab
Not specified/prefer not to say
Number of
senior positions
on the Board
(CEO, CFO,
SID and Chair)
2
Percentage
of the Board
50%
Number
of Board
members
4
Number in
executive
management*
3
Percentage
of executive
management*
50%
4
–
5
1
2
–
–
–
50%
–
62.5%
12.5%
25%
–
–
–
2
–
–
–
–
–
–
–
3
–
4
–
1
–
1
–
50%
–
67%
–
16.5%
–
16.5%
–
*Under Listing Rule 9, executive management is defined as the executive committee or most senior executive or managerial body below the Board (or where there is no such
formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative and support staff.
For further information about our approach to the collection of
data used for the purposes of making this disclosure, please
turn to the Our Employees section of the Sustainability report
on page 49.
Diversity of skills and experience
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 in the biographies at the
beginning of this report and in the Sustainability Report.
Board evaluation
The Board last completed an externally facilitated Board
evaluation in 2021. The 2022 Board and Committee evaluation
was internally facilitated by questionnaire and direct feedback
and details can be found in the Nomination Committee report.
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
70 | Rightmove plc | Annual Report 2022
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.
4. 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.
5. 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.
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 review of the effectiveness
and quality of the external auditor.
Committee members and auditor
The Committee members are independent Non-Executive Directors
and comprise:
• Andrew Findlay (Chair) • Jacqueline de Rojas • Amit Tiwari
The Group’s external auditor is EY LLP. PwC LLP provide internal
audit services.
2022 Activities
The Committee met five times during 2022 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
• 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 as a whole fair, balanced and
understandable
• review the effectiveness of Rightmove’s internal control processes
• assess the design of the new finance ERP system and management’s
implementation plans
• review the updated enterprise risk management framework and new
financial crime policy
• monitor the transition to the new auditor
• agree the scope and terms of reference for the reviews undertaken
by Internal Audit
• assess the conclusions and recommendations of the Internal Audit
reports on cyber security; FCA-compliance for Rightmove Landlord &
Tenant Services; Overseas operations; and product development, in
addition to reviewing progress on audit actions
• evaluate the effectiveness of the external auditor and the Internal
Audit function, and
• review and challenge the Internal Audit plan for 2023.
2023 Priorities
• continued focus on key risk areas such as compliance, cyber and
data security
• review of corporate governance, FCA compliance for mortgages,
GDPR, cyber security and implementation of phase 2 of the new
ERP finance system.
Dear shareholder
As Chair of the Audit Committee (the Committee), I am
pleased to present the Committee’s report for the year
ended 31 December 2022. In this report we aim to provide an
overview of the principal activities of the Committee during
the year and an update on the key areas of review as the
Committee discharged its responsibilities.
The Committee’s key responsibilities are set out in the
Corporate Governance Report on page 62.
The Committee has overseen a detailed programme of work
during 2022, including agreeing the scope, and reviewing the
results, of the work delivered by the outsourced internal audit
function provided by PwC. This year, PwC reported on cyber
security; compliance with the FCA regime of the subsidiary
Rightmove Landlord & Tenant Services; the Group’s
operations in relation to its overseas-listings business and
the product development process. A key area of focus for
the Committee was the monitoring of the design and
implementation of the first phase of the new ERP System.
Other activities undertaken by the Committee during the year
were to monitor the transition to, and effectiveness of, the new
external auditor – EY LLP; the review of the updated Enterprise
Risk Management Framework, and the review of the new
Financial Crime Policy,
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 key risk areas such as cyber security and
regulatory compliance, and to support the Company’s overall
risk management framework. The second phase of the
implementation of the new ERP system will also be a key
priority for the Committee during 2023. Other areas of focus
will include Internal Audit reviews on corporate governance,
cyber, FCA compliance for mortgage operations and GDPR.
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 the Group’s
website at plc.rightmove.co.uk and are available in hard copy
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
Rightmove plc | Annual Report 2022 | 71
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
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 several executive finance roles, which
include his previous roles as Chief Finance Officer at a variety
of businesses, as well as his current role as Chief Executive
Officer at M Group Services. Andrew is also a chartered
accountant with the Institute of Chartered Accountants in
England and Wales. In line with the Code, the Committee
possesses experience relevant to the business, through the
digital, consumer and financial experience of Andrew Findlay,
the technology background of Jacqueline de Rojas and the
deep financial and capital markets expertise of Amit Tiwari.
Biographies of the members of the Committee are set out in
the Corporate Governance Report.
The Committee met five times during 2022 and attendance
of the members is shown in the Corporate Governance
Report. 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 auditor, 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 in between
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.
Audit Committee effectiveness
The effectiveness of the operation of the Committee was
reviewed in December 2022 as part of the internal Board and
Committee evaluation process. The feedback on the
Committee was unanimously positive and affirmed 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 reporting for climate-based financial disclosures (TCFD);
the use of Alternative Performance Measures; the approach
taken by management to any 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 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. The Committee
discussed revenue recognition in detail, including the underlying
policies, processes and controls, to ensure that the approach
taken to accounting and disclosure remains appropriate.
72 | Rightmove plc | Annual Report 2022
Key accounting matters
Committee review
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 can tailor their packages.
The Group recognises this revenue over the
period of the contract or the point at which
advertising products are used.
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 material membership offers to customers.
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, EY performs data analytics work, 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 satisfactory and were reported to the Committee.
The Committee also reviewed and considered the following areas in relation to the 2022 financial statements.
Accounting matter
Committee review
Going concern and viability statements
In assessing the validity of the viability and going concern statements detailed
on pages 29 and 134 to 135, the Committee reviewed the work undertaken by
management to assess the Group’s resilience to the Principal Risks set out
on pages 26 to 28 under various stress test scenarios: the scenarios modelled
were severe but plausible and did not call into question the viability of the
business. The Committee concluded that the viability time-period of three
years remained appropriate.
The Committee is satisfied that sufficient rigour was built into the process to
assess going concern and viability over the designated periods.
Rightmove plc | Annual Report 2022 | 73
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Audit Committee report continued
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 to provide the
information necessary for stakeholders 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 2023 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 2023 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 2022 and whether
these are appropriately and consistently disclosed throughout
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. 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 KPIs 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 EY are planning to include in
their Auditor 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 easily understandable language and are the key
messages clearly drawn out?
• Is the Annual Report free of unnecessary clutter?
Following its review, the Committee is of the opinion that the 2022 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
74 | Rightmove plc | Annual Report 2022
External audit
The Committee has primary responsibility for overseeing the
quality and effectiveness of the external auditor, EY LLP (EY),
who is engaged to conduct a statutory audit and express an
opinion on the financial statements. The Committee reviews
the scope of EY’s audit, which includes the review and testing
of the systems of internal financial control used to produce the
information contained in the financial statements.
The Committee approves the terms of engagement
and fees of the external auditor, ensuring it has 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 £450,000 for the
year, and non-audit fees of £50,000 as set out in Note 6 of
the financial statements.
EY was appointed as auditor of the Group at the 2022 AGM,
following the external audit tender process that was conducted
during 2021. The current external audit engagement partner is
Anup Sodhi, who has held office since that point in May 2022.
Independence and non-audit services
The Board has policies 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, while also ensuring that the
auditor maintains the necessary degree of independence
and objectivity.
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,
sustainability audits and reports required by regulators.
Prohibited services
In line with the FRC ethical standards, these are services
where the auditor’s objectivity and independence may
be compromised. Prohibited services are detailed in the
FRC Revised Ethical Standards 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 FRC Ethical Standards.
The level of non-audit fees as a proportion of the audit fee has
typically been low at Rightmove. During the year, EY charged
the Group £50,000 for non-audit services, representing 11%
of the 2022 audit fee. Of this, £40,000 related to the half-year
review and £10,000 for agreed-upon procedures. Further
details of these services can be found in Note 6 to the
financial statements.
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 EY at various stages during
the 2022 audit process, once without management present,
to discuss its remit and any issues arising from its work as
the auditor.
External auditor effectiveness
The Committee places great importance on ensuring that
the external audit is both 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;
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 2022
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 EY remained
efficient and effective.
Rightmove plc | Annual Report 2022 | 75
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Approach to developing the 2023 internal audit plan
The approach to the 2023 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;
regulatory; cyber or GDPR focus - as well as reviews with more
of an advisory focus. Additionally, as the business continues to
evolve, with new sources of revenue growth and whilst facing
the increasing complexity of the environment within which it
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 2023
internal audit plan will include some elements of in-house
assurance activities, performed by the Compliance function,
to supplement the work of PwC. This will strengthen the
second line of defence in the risk management model on
page 24 and enhance 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 areas in which internal audit work has been carried out
already. This review was then used as the basis for developing
the internal audit plan for 2023, 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
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 PwC as the outsourced internal
audit function during 2022. The evaluation was led by the
Committee Chair and involved issuing tailored evaluation
questionnaires which were completed by Rightmove
management, EY, 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.
Governance | Audit Committee report continued
External auditor independence and objectivity
The Committee considered the safeguards in place to protect
the external auditor’s independence. EY 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 EY remained independent and objective in
relation to the audit.
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.
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. This included
several independent reviews of the implementation of the new
ERP finance system, such as design of controls, at various
stages of the programme. The internal audit plan for 2022 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:
• Cyber security
• Overseas operations
• Product development
• FCA Compliance of Rightmove Landlord & Tenant Services
PwC also performed several independent reviews of the
implementation of the new finance ERP system, including the
design of controls, at various stages of the programme.
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 and monitored
management’s progress in completing these actions.
76 | Rightmove plc | Annual Report 2022
Risk Management
During the year, the Group further embedded its Legal and
Compliance function, updating the Enterprise Risk
Management Framework, and introduced a new Financial
Crime policy. These were both assessed by the Audit
Committee as it considered the nature and extent of the
Group’s risk management framework. The Audit Committee
reviewed the work undertaken by the Risk Committee 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 are set
out in the risk management section of the Strategic Report.
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 for
effectiveness in accordance with the FRC Guidance on Risk
Management, Internal Control and Related Financial and
Business Reporting (which integrates and replaces earlier
FRC guidance and the Turnbull Guidance).
The Board has taken, and will continue to take, appropriate
measures to ensure that the risk of financial irregularities
occurring is reduced as far as reasonably possible by improving
the quality of information at all levels in the Group. 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 are reviewed regularly and have
been in place for the whole of the financial year ended
31 December 2022, 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:
1
Major commercial, strategic, competitive, financial and
regulatory risks being formally identified, quantified and
assessed by senior management, after which they are
considered by the Board
A comprehensive system of planning, budgeting and
monitoring of Group results. This includes monthly
management reporting and monitoring of performance
against both budgets and forecasts, with explanations for
all significant variances
2
3
4
5
6
7
8
9
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
Ongoing management of cash flow forecasts and cash on
deposit and, where appropriate, monitoring of compliance
with banking agreements
A Compliance Framework to support the Group’s FCA-
regulated subsidiaries in meeting the requirements of the
Financial Conduct Authority (FCA);
A Data Protection Framework to ensure the Group is
meeting the requirements of the GDPR and 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 Legal & Compliance function which has responsibility to
oversee legal, compliance, risk and data protection matters;
10 An Anti-bribery Policy outlining the Group’s position on
preventing and prohibiting bribery
11 A Whistleblowing Policy to encourage employees and
others who have serious concerns about any aspect of the
Group’s conduct to come forward and voice those
concerns; and
12 A comprehensive disaster recovery and business continuity
plan based upon:
– 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
Following a review by the Audit Committee, a new a Financial
Crime Policy, outlining the Group’s position on the prevention
of financial crime, was also introduced during the year.
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. The control environment is being
further strengthened by the on-going implementation of the
new finance ERP system, which will extend into 2023.
Rightmove plc | Annual Report 2022 | 77
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Audit Committee report continued
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. 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 to consistently apply high ethical standards in all business
dealings, thereby supporting the objectives of the Bribery Act
2010. A Bribery Policy exists 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. The Committee reviews the
Bribery Policy annually to ensure it reflects best practice.
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.
78 | Rightmove plc | Annual Report 2022
Governance | Nomination Committee report
Andrew Fisher
Chair of the Nomination Committee
Dear Shareholder
I am pleased to present the Nomination Committee report
for 2022.
The role of the Nomination Committee (the Committee) is
to keep the structure, size, composition and diversity of the
Board and Committees under review. Our primary objective
is to match the skills, knowledge, and experience of Directors
to Rightmove’s business strategy, to optimise Board
performance, manage risk effectively and foster innovation
in the business.
The terms of reference of the Committee were reviewed
during the year and can be found on the Company’s website,
plc.rightmove.co.uk.
The Committee fulfilled its terms of reference during the
year by:
• reviewing the Group’s organisation and succession plans;
• considering the diversity of the Board and management
team;
• making recommendations to the Board concerning
its composition;
• identifying and nominating for the approval of the Board
appropriate individuals to fill Board and Committee
vacancies; and
• approving the format of an internally facilitated Board and
Committee evaluation and agreeing on actions arising
from that review.
The Committee continued its focus on Board and
organisational succession, in view of Rightmove’s strategic
objectives and new initiatives and the Group’s approach to
employee diversity, welfare and engagement.
Following the announcement on 9 May 2022 that Peter
Brooks-Johnson would step down as CEO in March 2023, the
Committee has overseen the search for a new CEO and full
details of that process are set out in this report. Non-Executive
Director Rakhi Goss-Custard will have served the maximum
three terms as a director and will step down from the Board at
the AGM on 5 May 2023. The Committee has commenced
a process to identify and nominate a new Non-Executive
Director, but at the time of writing, that process has not
reached a conclusion. The Board will consist of eight
Directors following the resignation of Peter Brooks-Johnson
on 6 March 2023, whereupon there will be a majority of
independent non-executives, 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
Rightmove plc | Annual Report 2022 | 79
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Nomination Committee report continued
Composition and attendance at meetings
The Chair and Non-Executive Directors are members of the
Nomination Committee. The Chief Executive Officer, Chief
Financial Officer and the Director of People & Development
attend meetings at the request of the Chair, to discuss the
organisation and its succession plans and to share in Board
evaluation feedback where appropriate.
The Committee met twice during the year and attendance at
the meetings is included 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.
Principal activities
During the year the Committee has:
• overseen the selection process for a new CEO
• commenced a selection process for a new
Non-Executive Director
• reviewed the composition and diversity of the Board and
its committees;
• approved the plans for the organisation and succession of
the Executive Directors and the senior leadership team;
• reviewed the actions taken to reduce the Group’s gender
pay gap and the ethnic diversity of the workforce;
• agreed the process for an internally facilitated Board and
committee evaluation and agreed objectives from directors’
feedback for 2023; and
• conducted the annual review of its terms of reference.
Selection process for Board appointments
A formal and robust process is in place for the appointment of
new Directors to the Board. That process was followed during
2022 for the appointment of a new Executive Director and
CEO, Johan Svanstrom and for the commencement of a
search for a new Non-Executive Director. Skills matrices were
used by the Committee to identify and discuss any potential
gaps in expertise and knowledge, and candidate profiles and
person specifications were prepared, with the assistance of
the Director of People & Development. Candidate long lists
were drawn up and initial interviews were conducted by the
Chair of the Board and other members of the Board as
appropriate. Suitable candidates were shortlisted for longer,
in-depth interviews that at times included other Non-
Executive Directors or Executive Directors as appropriate.
Candidates were scrutinised to ensure that they had sufficient
time to dedicate themselves to the role and to fully discharge
their duties. Candidate skills, knowledge, and experiences were
weighed up against other candidates and measured against
those already in place on the Board. Once the best overall
candidates were identified, recommendations were made by
80 | Rightmove plc | Annual Report 2022
the Committee to the Board, which maintains overall
responsibility for Board appointments. For the new CEO
search, a committee of the Board consisting of the Chair,
Senior Independent Director and Director of People &
Development was delegated authority to consider and reduce
a long list of candidates to a short list and to carry out a first
round of interviews with shortlisted candidates. Three
candidates reached the final stage and interviews were held
with the Board. The candidates were then asked to complete
psychometric tests and an interview with an employment
psychologist. The final stage of the process was a strategy
presentation to the Board. The candidates were assessed
against the criteria for the role and person specification
agreed by the Board at the start of the process by combining
the results of the interviews, psychometric tests, employment
psychologist assessment, references and the final
presentation to the Board. Johan Svanstrom emerged as the
successful candidate.
Any external search agencies used are scrutinised for their
ability to deliver a diverse range of candidates. In 2022,
Russell Reynolds Associates were engaged to assist with
the CEO search.
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.
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.
Throughout the year the Board received technical briefings
on key business activities, new strategies, products, and
technology, risks, including cyber security risks’ data
protection and other relevant regulations. All Directors are
required to complete mandatory training, including information
security and data protection, which is a requirement for all
Rightmove employees.
Board diversity and experience
The Rightmove plc Board consists of directors with a diverse
range of skills, experience and backgrounds. The Committee
devoted time to the review of organisational succession plans
and considered the gender and ethnic diversity of employees
with the objective of developing a diverse talent pipeline for
senior roles.
Details of our Board diversity policy and the skills and
experience of our directors are set out in the Corporate
Governance Report.
The Board’s main objectives for 2023 were agreed:
• to ensure a smooth transition for the new CEO;
• spending sufficient time on both the continuous
development of the core business and the strategy to
deliver the Company’s growth agenda;
• to focus on management succession planning, particularly
internal succession and engaging with the senior
leadership team;
• to continue to focus on cyber risk and regulated business risk,
market disruption from competitors and responding quickly
to innovation.
An internally facilitated Board and Committee evaluation will be
conducted in 2023. The next externally facilitated review will
be in 2024.
Annual re-election of Directors
As required by the Code, unless stepping down at this year’s
AGM, each Director will offer themselves up for re-election or
election. The Committee considered, as part of the annual
evaluation, each Director’s tenure, performance and other
external commitments to ensure that each Director continues
to fulfil their responsibilities to Rightmove plc.
Board and senior management succession planning
and independence
The Nomination Committee takes a long-term view of Board
succession and will refresh Board skills to meet the Group’s
evolving strategy. In 2022, as part of the process to identify a
new CEO and new Non-Executive Director, the Committee
considered existing Board skills and experience with
reference to the Group’s strategic plan. The Board has also
considered succession planning for senior leadership and
recognised successors have been identified for key roles,
with new and emerging talent promoted to support the
Senior Leadership Team.
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 have been able to meet all demands on the
Board’s time in 2022, evidenced by their full attendance at
Board and Committee meetings, detailed in the Corporate
Governance Report.
Board and Committee effectiveness and evaluation
In November and December 2022, an internally facilitated
review of the Board and each of its committees was carried
out with the assistance of the Company Secretary. The review
was conducted using a questionnaire style format, completed
online by each Director. The Board Chair held a feedback
session to share the results with Board members at the
Nomination Committee held on 5 December 2022.
As part of the annual Board evaluation, the Senior Independent
Director (SID), Jacqueline de Rojas, led an evaluation of the
Chair’s performance. That evaluation was carried out in
conjunction with the other Non-Executive Directors, and the
SID met with the Chair to provide feedback arising from the
review to him.
Overall, the evaluation concluded that the Board and the Chair
continued to perform well.
Rightmove plc | Annual Report 2022 | 81
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 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 the Directors’ Remuneration
Report for Rightmove (the Company) for the year ended
31 December 2022.
Our report describes the work of the Remuneration Committee
(the Committee), how it has applied the Remuneration Policy
that was approved by shareholders in 2020 and sets out the
Committee’s proposals for changes to that policy for
shareholder approval at the 2023 AGM. The ‘Remuneration at a
glance’ section summarises remuneration at Rightmove during
2022 and the Annual Report on Remuneration sets out the
work of the Remuneration Committee and full details of our
Remuneration Policy and arrangements.
Investor engagement and Remuneration Policy
The Committee has focused in 2022 on the review and
evolution of Rightmove’s Remuneration Policy (the Policy)
which we will ask shareholders to approve at our AGM on 5 May
2023, in line with the normal three-year lifecycle. The
Committee reviewed all elements of the Policy to ensure
alignment with our business strategy, the expectations of our
shareholders and of the wider workforce. During the year, the
Committee consulted the Company’s top 25 shareholders and
the main proxy voting advisory agencies on our Policy
proposals, which were largely supported. The Policy changes
are summarised below, with further details provided in the
Remuneration Policy Report.
The Committee’s key objective is to develop a Policy and
remuneration framework that will support the successful delivery
of Rightmove’s long-term strategy, is fair to our employees and is
aligned to shareholders’ interests. The Policy must attract,
reward, retain and incentivise our management team and wider
workforce to deliver a business strategy for an innovative, high
growth business while promoting the long-term, sustainable
success of the Group. The Committee concluded that the Policy
remains largely fit-for-purpose and supports the strategy of the
Group. However, the Board is of the view that there are real
opportunities for the business to grow over the next 18-36
months. The proposals set out in this letter and the rest of the
report reflect the size and scope of the business today and the
remuneration framework that we need to support the business
to meet these growth ambitions going forwards. Since the last
Remuneration Policy was approved in 2020, the size and scope of
the Company has continued to increase. Rightmove has recently
extended its activities to include landlord and tenant referencing
(2020) and mortgage referrals (2021), both of which are regulated
by the FCA, which has led to an expanding scope of the roles for
Executive Directors, the Chair and Non-Executive Directors. The
recent recruitment of the CEO, key talent below Board and NED
succession has emphasised that we have fallen behind market in
terms of pay for certain skills, and we also recognise the
importance of maintaining appropriate internal relativities
between the Board roles and below Board roles. Given these
considerations, the increasing competition both from private
equity and other public companies, and to deliver expected
shareholder returns, the Company believes it needs to pay at
least at the lower quartile of the FTSE 51-100 peer group to both
attract and retain the appropriate levels of talent and experience.
The current maximum bonus and long-term incentive plan
opportunities are 175% of salary each. As part of the new
Policy, we are proposing to increase the bonus headroom to
200% and the Performance Share Plan (PSP) headroom to
200%; however, there is no intention to use this headroom in
2023 and the annual bonus and PSP awards for 2023 will remain
unchanged at 175%. The inclusion of this additional headroom
is designed to ensure that there is appropriate flexibility in the
Policy to take account of further increases in the scale and
scope of the business over the three-year life of the Policy.
The Committee intends to consult with shareholders if this
headroom is used during the lifecycle of this Policy and will also
review the stretch in the performance targets (also taking into
account market conditions at the time) if the headroom is used.
The Committee also reviewed the best practice features of
the remuneration framework as part of the review. The bonus
deferral is at the upper end of market practice with 60% of any
bonus deferred into Rightmove shares; there is a two-year
holding period under the PSP; and there is a two-year post-
employment shareholding guideline. The pension
arrangements for the Executive Directors are aligned with
the wider workforce, which currently require an employee
82 | Rightmove plc | Annual Report 2022
contribution of 3% of salary for a Company 6% of salary
contribution. Flexibility will be built into the Policy so that the
approach to pensions for Executive Directors can be changed
if the approach is also changed for the wider workforce.
The Policy has also been updated to provide flexibility for the
performance measures to be changed for future awards to
best align to the Group’s strategy and priorities at that time, in
line with market practice. In practice, and as set out further in
this letter, the annual bonus and PSP measures for 2023 are
not materially changing. Further details are set out on page 86.
The Committee values the feedback it has received from
Rightmove’s major shareholders and employees and
appreciates their candid engagement and support for our
Policy proposals. Shareholder and employee views have been
taken into consideration in the final Policy detail.
2022 Company performance and stakeholder
experience
The Committee has as usual considered Executive
remuneration in the light of outcomes for Rightmove’s key
stakeholders and the Group’s financial performance.
Rightmove’s strong performance consisted of growth in
revenue, operating profit and basic earnings per share.
Cash continued to be returned to shareholders through both
dividends and our share buyback programme. Further detail
on Group performance is set out earlier in the Annual Report
on pages 2 to 59.
- Direct shareholder returns of £130m returned through share
buybacks and £67.7m paid in dividends during 2022.
- The 2022 full year ‘Have Your Say’ survey indicates that
employee engagement and satisfaction scores remain
strong, with 87% agreeing that Rightmove is a great place
to work.
- In the context of the cost-of-living crisis, the Group
accelerated the normal salary review process to be effective in
October 2022 (normally effective January) for all employees,
other than the Executive Directors. As part of this process, all
employees received a 5% cost of living increase. Targeted
increases were applied, on top of the normal increase, taking
into account market data, and the skillset and experience of
employees. A one-off cost of living allowance of £1,000 was
also made to all employees (excluding the Executive Directors
and senior leadership team) in November 2022.
2022 incentive outcomes
2022 annual bonus
The Committee reviewed final performance against the bonus
plan objectives for 2022 which resulted in an annual bonus
payment of 71% of the maximum for Executive Directors, with
60% deferred into Rightmove shares, which will vest in 2025.
The bonus reflects a strong performance in underlying
operating profit (60% of the maximum award); time spent on
our platforms compared to time spent on Rightmove’s closest
competitors (15% of the maximum) and in our Mortgages
business element (10% of the maximum). The threshold
performance levels for our Rental Services business (10%) and
Employee Engagement targets (5% of the maximum) have not
been met. Whilst we scored strongly on Employee
Engagement, with 87% of employees agreeing that
Rightmove is a great place to work, this was below the
stretching threshold set of 90%.
2020-2022 PSP award
The 2020-22 PSP award was based on underlying basic EPS
growth (75%) and Relative TSR (25%). Underlying basic EPS
was 23.8 pence, reflecting growth of over 17%, and being
above the threshold set. Rightmove’s TSR growth was below
the FTSE 350 index and therefore this element will lapse in full.
Overall, 24.8% of the PSP awards granted in 2020 will vest and
be subject to a two-year holding period.
The Committee reviewed the incentive outcomes in the
context of wider Company performance, the shareholder
experience, and the wider stakeholder experience (including
our employees) and considers that these incentive outcomes
are a fair reflection of the Group’s performance and therefore
no discretion has been used.
CEO transition
As announced on 21 October 2022, Johan Svanstrom joined
Rightmove on 20 February 2023 as Executive Director and
CEO designate and will be appointed Chief Executive Officer
on 6 March 2023, succeeding Peter Brooks-Johnson who will
continue to lead the business and support an orderly transition
until after the presentation of the 2022 full-year financial
results.
The remuneration arrangements for Johan are in line with our
shareholder-approved Policy. There are no changes to the
pension arrangements or to the maximum incentive levels for
Johan (which will remain at 175% of salary for 2023). Johan has
been appointed on a salary of £600,000. Whilst the Committee
recognises that the salary is higher than that of the out-going
CEO, this reflects the business context set out earlier in this
letter and is the salary required to recruit a strong candidate in
a competitive recruitment environment. Johan possesses
proven digital and technology experience and has
demonstrated his ability to scale established companies in
comparable marketplaces. The Rightmove strategy is working
and creating value and it was necessary to recruit a candidate
who had the ability to continue to grow the core business in a
changing economic landscape, to innovate and to seek new
opportunities whilst being clear on priorities based on capital
allocation and maintaining levels of return. This salary is
positioned below the lower quartile against the FTSE 51-100.
There are no buyouts associated with this appointment.
Further detail is provided later on in this report.
Rightmove plc | Annual Report 2022 | 83
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report
The remuneration arrangements for Peter Brooks-Johnson
are in line with our shareholder-approved Policy and
shareholder expectations. The Committee has determined
that in light of Peter’s long service and commitment to
Rightmove, including an orderly handover to the new CEO,
he be treated as a ‘good leaver’ for incentive purposes. All
outstanding incentive awards subject to performance will be
pro-rated for time and subject to the original performance
conditions and time horizons. Peter will not be eligible to
participate in the 2023 bonus scheme or 2023-25 PSP
award. Further detail is provided later on in this report.
role and time commitment required. Since that point the fee
has only increased in line with the average wider workforce
salary increase to £208,000. The Committee are strongly of
the view that the Chair’s current fee does not appropriately
reflect the scope and time commitment expected of his role
and is positioned below the FTSE 51-100 lower quartile.
Taking this into account, the Committee is proposing to
increase the fee from £208,000 to £275,000 to ensure the
individual is paid more appropriately in the broader market
context. The Chair fee remains below the lower quartile of
the FTSE 51-100 and below many of our sector peers.
2023 approach
The Committee reviewed the CFO’s remuneration
arrangements in the context of the increase in the size and
scope of the business and the increase in the responsibilities of
the role since her appointment to the Board. As set out earlier,
Rightmove has recently extended its activities to include
landlord and tenant referencing (2020) and mortgage referrals
(2021), both of which are regulated by the FCA and require
appropriate compliance frameworks and associated training.
The scope of her role has also been expanded to include
managing new Legal, Compliance, and Procurement teams
as well as to include three of the largest P&L areas within the
‘Other’ revenue stream: Commercial Real Estate, Data
Services and Overseas Listings. Taking all of this into account,
the Committee has increased her salary to £450,000 for 2023.
The Committee has also factored in a number of different
reference points including the internal relativities with
individuals below Board and the relatively conservative market
positioning (the salary remains towards the lower end of FTSE
51-100 market practice).
As set out earlier in this letter, the bonus opportunities and PSP
award levels will remain unchanged for 2023 (at 175% of salary
respectively for both Executive Directors). The performance
measures under the bonus will remain largely unchanged,
with 60% based on underlying operating profit and 40% on
strategic and operational KPIs. For 2023 an additional ESG
element has been incorporated, further detail of which is set
out later in this report. The PSP will continue to be based on
EPS (50%) and Relative TSR (50%).
The Committee has also reviewed the fees for the Chair, who
has been in post for three years, in the context of the extended
scope and remit of the business and the role. At appointment
in 2020 the Chair’s fee was set at £200,000 (without the
significant pre-IPO equity grant and shareholdings of the
previous Chair). This was positioned below market with a view
to reviewing this taking into account the responsibilities of the
Shareholder and employee engagement
On behalf of the Committee, I have engaged with investors
holding in total over 60% of Rightmove shares to outline the
Committee’s Policy and remuneration proposals for 2023 and
invited their feedback. Our major shareholders who provided
feedback were largely supportive of the proposals. As part of
the consultation, we clarified a number of points with
shareholders such as the fact that we would consult with
shareholders if the bonus and/or PSP headroom is used and
that pension arrangements will continue to be aligned for the
wider workforce.
We have engaged with employees in relation to their pay and
benefits at Rightmove, including how it aligns with wider
Company pay policy. The views I have received were shared
with the Committee and indicated that there continues to be a
strong sense that ‘we’re all in it together’ and that employees
enjoy working at Rightmove. Employees reported in a
dedicated consultation session led by me, that reward and
benefits were broadly in line with expectations and that the
5% pay increase and one-off cost of living payment made in
October 2022 was appreciated. The Committee will need to
continue to closely monitor employee sentiment and market
conditions in 2023. The Committee has also received feedback
during 2022 on employee sentiment, including on pay, from
employees throughout the year from our Director of People
and Development.
Members of the Committee will be available at the AGM to
answer any questions you may have about Rightmove’s
proposed Remuneration Policy and the application of the
existing policy in 2022.
Lorna Tilbian
Chair of the Remuneration Committee
2 March 2023
84 | Rightmove plc | Annual Report 2022
Governance | Remuneration at a glance
2022 Financial performance
Revenue
Underlying Operating profit(1)
Direct returns to shareholders
9%
6%
£197.7m
Pay and performance for 2022
The charts below show the actual remuneration for the Chief Executive Officer and the Chief Financial Officer for 2022. The charts
include data for salary, bonus and the LTIP (performance shares) granted in 2020, with a performance period ending on 31 December
2022. The charts exclude data for benefits and pensions, details of which can be found in the single remuneration figure table.
Chief Executive Officer – Peter Brooks-Johnson
Chief Financial Officer – Alison Dolan
Amounts shown in £’000
Amounts shown in £’000
Maximum
£531
£930
£930
Maximum
£406
£710
£710
0
0
0
£
Actual
£531
£662
£205
0
0
0
£
Actual
£406
£506
£112
Minimum
£531
Minimum
£406
0
500
1000
1500
2000
2500
0
500
1000
1500
2000
2500
Salary
Bonus
LTIP
Salary
Bonus
LTIP
Annual bonus achievement – 71% of maximum
Long-term incentive plan performance – 24.8% of maximum
Performance Target
Underlying operating profit(1)
Market share of traffic
relative to our nearest
competitors(2)
Rental Services business(3)
Mortgages business (4)
Employee survey respondents
who think ‘Rightmove is a
great place to work’(5)
Shareholder alignment
Shareholding guidelines
200% of salary for all
Executive Directors
Threshold
£235m
76%
170,000
references
4,500
Mortgages
in Principle
delivered
90%
Actual
£245m
84%
Bonus %
achieved
46%
15%
Underlying EPS(6)
Underlying earnings per share (EPS)
increased by just over 17% over three
years, resulting in 24.8% of the award
vesting in respect of this element.
Total Shareholder Return
This element of the 2020 PSP
awards will lapse in full as relative
three-year TSR performance was
below the FTSE 350 index.
161,000
references
7,500
0%
10%
Underlying EPS
87%
0%
Proportion of variable awards
received in shares
71% of performance-related pay for
2022 was awarded in Rightmove shares
Total Shareholder Return
(1) Underlying operating profit is defined as operating profit before share-based payments
charges (including the related National Insurance).
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk
and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile Metrix®
Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites,
RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Quantity of references delivered in the year.
(4) Delivery of Mortgages in Principle’ during 2022.
(5) Based on employee respondents selecting ‘Yes’ in response to the question
“is Rightmove a great place to work” in the annual employee survey.
(6) Underlying earnings per share (EPS): is defined as underlying profit (profit for the year
before share-based payments charges including the related National Insurance and
appropriate tax adjustments), divided by the weighted average number of ordinary
shares in issue for the period.
Rightmove plc | Annual Report 2022 | 85
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSPence per shareSource: Rightmove Source: Refinitiv DatastreamThe graph shows underlying EPS(6) as at 31 December 2022 (23.8p), compared to as at 31 December in the previous four years.10.013.517.020.524.020.323.821.820182019202220202021Underlying basic EPS(5)18.3Value £ Dec 2019Dec 2020Dec 2021Dec 2022Total shareholder return Rightmove FTSE 100 FTSE 35012.8This graph shows the value, by 31 December 2022, of £100 invested in Rightmove on 31 December 2019, compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on the same date. Although lower than the FTSE 100 and FTSE 350 indices over the period, and therefore the TSR element lapsed in full, Rightmove’s TSR has performed better than many of our sector peers over the same period. Source: Refinitiv Datastream +7%+10%-17%406080100120140Pence per shareSource: Rightmove Source: Refinitiv DatastreamThe graph shows underlying EPS(6) as at 31 December 2022 (23.8p), compared to as at 31 December in the previous four years.10.013.517.020.524.020.323.821.820182019202220202021Underlying basic EPS(5)18.3Value £ Dec 2019Dec 2020Dec 2021Dec 2022Total shareholder return Rightmove FTSE 100 FTSE 35012.8This graph shows the value, by 31 December 2022, of £100 invested in Rightmove on 31 December 2019, compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on the same date. Although lower than the FTSE 100 and FTSE 350 indices over the period, and therefore the TSR element lapsed in full, Rightmove’s TSR has performed better than many of our sector peers over the same period. Source: Refinitiv Datastream +7%+10%-17%406080100120140 Governance | Directors’ remuneration report continued
Remuneration Policy and 2023 implementation
Base salaries
Pension
Annual bonus
2023 Policy
Implementation in 2023
Executive Directors’ salary increases will not
normally exceed those of the wider workforce.
Increases beyond wider workforce salary increases
(in percentage of salary terms) will only typically be
made where there is a change of incumbent, in
responsibility, experience or a significant increase
in the scale of the role and/or size, value and/or
scope of the Group.
New CEO base salary: £600,000.
CFO base salary: £450,000 (10.9% increase)
reflecting increase in scope of role.
Supporting rationale is provided in the
Remuneration Committee Chair’s letter.
The approach to pension for Executive Directors is
aligned to that of the wider workforce and will
therefore reflect any changes made to that group.
6% of salary pension contribution subject to the
employee contributing a minimum of 3% of salary
(no change to 2022).
Maximum headroom of 200% of salary, with
40% cash and 60% deferred into Company
shares for two years.
Maximum opportunity of 175% of salary (no
change to 2022).
Deferral in line with the Policy.
Performance measures based on underlying
operating profit (60%); absolute growth in traffic,
compared to all our competitors (15%);
referencing volume in Rental Services (10%);
growth in mortgage outcomes (10%); and ESG
based targets (5%).
Performance Share Plan
Maximum headroom of 200% of salary.
Award level of 175% of salary (no change to 2022).
Two-year post-vesting holding period.
Performance measures based on EPS (50%) and
Relative TSR (50%) – no change to 2022.
Malus and Clawback
Malus and clawback provisions apply to annual
bonus, Deferred Share Bonus Plan (DSBP) and PSP
awards. Further detail is provided in the Policy.
n/a
Shareholding Guidelines
200% of base salary.
Guideline applies to all Executive Directors.
Post cessation shareholding requirements
A two-year post-employment holding period
applied to share awards granted from 2020, with
100% of the shareholding requirement (or actual
holding, if lower) retained for the first year, and
50% for the second year.
Post-employment shareholding requirement to
apply to Peter Brooks-Johnson upon him leaving
the Group.
86 | Rightmove plc | Annual Report 2022
Remuneration report (unaudited) Introduction
The current Directors’ remuneration policy (the 2020 Policy)
was approved by shareholders at the 2020 AGM. A revised
policy (the 2023 Policy) will be put to a binding shareholder vote
at the 2023 AGM, together with an advisory vote on the annual
report on Directors’ remuneration for remuneration paid
during the 2022 financial year (Annual Report). The 2023
Policy and the Annual Report (together the Report) set out
below have been prepared in accordance with the Companies
Act 2006, the Large and Medium-sized Companies and
Groups (Accounts and Reports) 2008 (as amended) and The
Companies (Miscellaneous Reporting) Regulations 2018 and
the 2018 UK Corporate Governance Code (the Code).
The parts of the Report which have been audited have
been highlighted.
Key principles
The Remuneration Committee’s key principles are that
Executive remuneration should:
• attract and retain Executive Directors of the quality required
to run the Group successfully and be regarded as fair by both
employees and shareholders;
• be simple to explain, understand and administer;
• be aligned to Company purpose and values and take into
account the remuneration policies and practices of the wider
employee population;
• align the interests of the Executive Directors with the
interests of shareholders and reflect the dynamic,
performance-driven culture of the Group;
• support the strategy and promote long-term sustainable
success and reward individuals for the overall success of the
business, measuring and incentivising Executive Directors
against key short and long-term goals; and
• prevent Executive Directors from benefitting from short-
term successes, which may not be consistent with growing
the overall value of the business, through the deferral of 60%
of annual bonuses for a further two years after the
performance targets have been achieved, the five-year time
horizon (3 year performance period and two-year holding
period) under the PSP, and the post-employment
shareholding requirements.
Remuneration report (2023 Policy)
This part of the Report sets out the 2023 Policy.
The 2023 Policy was developed over the course of the year
with input from Remuneration Committee members, other
Non-Executive Directors and management, ensuring that
conflicts of interest were suitably mitigated. The Committee
also took into account the pay policies across the Group and
the views of the wider workforce. The Remuneration
Committee Chair engaged directly with employees in relation
to both their pay and benefits and Executive remuneration
at Rightmove, and shared their views with the rest of the
Committee. The Remuneration Committee consulted with
shareholders during the year on the proposals and the
feedback received was positive. The Remuneration
Committee also assessed the 2023 Policy for clarity, simplicity,
risk management, predictability, proportionality and alignment
to culture.
The following table (Policy table) provides an overview of the
2023 Policy, which has been designed to reflect the principles
described above.
The key changes, with further context provided in the
Remuneration Committee Chair’s letter, to the 2020 Policy
(included in the 2023 Policy) are:
- an increase in the maximum headroom for the Annual Bonus
from 175% to 200% of base salary and an increase in the
maximum headroom for the PSP from 175% to 200% of
base salary to ensure that there is appropriate flexibility in the
Policy to take into account further increases in the scale and
scope of the business over the three-year life of the Policy.
This additional headroom will not be used for 2023 with award
levels remaining at 175% of salary;
- the introduction of flexibility so that the approach to pensions
for Executive Directors can be changed if the approach is also
changed for the wider workforce; and
- the introduction of flexibility for performance measures to be
changed for future awards to best align to the Group’s
strategy and priorities.
Rightmove plc | Annual Report 2022 | 87
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
2023 Policy
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
The Remuneration Committee
considers both individual and
Group performance in a broad
context when determining base
salary increases and changes in
role (including any temporary role
changes).
Salary
To provide a
base salary
which will
attract and
retain high
calibre
executives to
execute the
Group’s
business
strategy.
Directors’ current salaries are
set out in the Annual Report on
Remuneration.
Salary increases will not
normally exceed those of the
wider workforce (in percentage
of salary terms), subject to the
Remuneration Committee’s
consideration of the overall
salary budget, individual and
Group performance and
external economic factors,
including inflation.
Increases beyond wider
workforce salary increases (in
percentage of salary terms) will
only typically be made where
there is a change of incumbent,
in responsibility, experience or
a significant increase in the
scale of the role and/or size,
value and/or scope of the
Group.
Base salaries are normally reviewed
annually. The timing of any change
is at the Remuneration
Committee’s discretion and will
usually be effective from 1 January.
When considering an Executive
Director’s eligibility for a salary
increase, the Remuneration
Committee considers the
following points:
• size and responsibilities of the role;
• increases awarded to the wider
workforce;
• individual and Group performance;
and
• broader economic and inflationary
conditions.
Executive Directors’ remuneration
is benchmarked against external
market data periodically. Relevant
market comparators are selected,
which include other companies of
a similar size and scope. The
Remuneration Committee assess
this market data, alongside the
individual’s skills and experience,
performance and internal
relativities.
Not applicable.
The value of benefits may vary
from year to year depending on
the cost to the Company,
including where the benefits
are provided by third-party
providers.
Benefits
To provide cost-
effective
employee
benefits.
The Executive Directors are
enrolled in the Group’s private
medical insurance scheme and
receive life assurance cover equal
to four times base salary.
Additionally, all Executive Directors
are members of the Group’s
medical cash plan.
Executive Directors will be entitled
to receive additional benefits
(including tax thereon) on the same
terms as those introduced for the
wider workforce.
Other benefits may be provided
based on individual circumstances,
which may include relocation costs
or allowances, travel and
accommodation expenses.
Reimbursed expenses may include
a gross-up to reflect any tax or
social security due in respect of
the reimbursement.
88 | Rightmove plc | Annual Report 2022
Performance
criteria
Not applicable.
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
In line with that available to UK
employees or to participants in
the pension plan in the relevant
country, if different. For 2023
this is currently 6% of base
salary.
Pension
To provide a
cost-effective,
long-term
retirement
benefit.
The approach to pension for
Executive Directors is aligned to
that of the wider workforce and will
therefore reflect any changes
made to that group.
The Group operates a stakeholder
pension plan for employees under
which the Company currently
contributes 6% of base salary
subject to the employee
contributing a minimum of 3% of
base salary.
The Company does not contribute
to any personal pension
arrangements.
Whilst Executive Directors are not
obliged to join, the Company
operates a pension salary
exchange arrangement whereby
they can exchange part of their
salary for Company paid pension
contributions. Where Executive
Directors exchange salary and this
reduces the Company’s National
Insurance Contributions, the
Company credits the full saving to
the executive’s pension.
The Company may introduce a
cash alternative to a pension
contribution where this would be
more tax efficient for the individual.
Rightmove plc | Annual Report 2022 | 89
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ remuneration report continued
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
200% of base salary.
Maximum opportunity in 2023:
175% of salary.
Annual bonus
including
Deferred
Share Bonus
Plan (DSBP)
To incentivise
and recognise
execution of the
business
strategy.
Rewards the
achievement of
annual financial
and operational
objectives.
The annual bonus currently
comprises a cash award (40% of
any bonus earned) and a DSBP
award (60% of any bonus earned).
An alternative proportion of the
annual bonus may be deferred from
time to time, at the Remuneration
Committee’s discretion.
Deferred share awards will vest
after two years and be potentially
forfeitable during that period.
Payments under the annual bonus
plan and deferred share awards
may be subject to malus and/or
clawback in the circumstances
described on page 93.
The Remuneration Committee has
discretion to adjust the formulaic
outturn if it does not produce an
appropriate result for either the
Executive Directors or the Group,
taking account of overall
performance, or because the
formulaic output is inappropriate
in the context of circumstances
that were unexpected or
unforeseen at the start of
the performance period.
The bonus is determined by and
based on performance against a
range of key performance
indicators which will be selected
and weighted to support delivery
of Rightmove’s business strategy.
Normally, the majority of the
bonus will be based on financial
measures, with the remainder
being based on non-financial/
strategic/personal measures.
Details of the performance
measures that apply for the
current year, together with the
targets set for 2022 and
performance against them is
provided in the Annual Report
on Remuneration.
Up to 25% of the cash and shares
awarded vest for achieving the
threshold performance target,
with a sliding scale for
intermediate performance.
For any strategic or individual
objectives, between 0% and 100%
of maximum may be earned based
on the Remuneration
Committee’s assessment of the
extent to which the relevant
metric or objective has been met.
90 | Rightmove plc | Annual Report 2022
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
200% of base salary.
2023 PSP award levels: 175%
of salary.
Performance
Share Plan
(PSP)
To incentivise
and reward
executives
for the
achievement
of long-term
performance
over the
performance
period (usually
three years)
and align their
interests with
shareholders.
Under the PSP awards of nil cost
options, contingent shares and/or
forfeitable shares may be granted,
which typically vest after three
years (usually subject to continued
service and the achievement of
performance conditions).
PSP awards will normally be subject
to a two-year holding period, to
align the interests of executives
and shareholders.
Dividend equivalents may be
payable on vested shares and will
normally accrue until the first date
on which the underlying shares
can be acquired. These dividend
equivalents will ordinarily be paid
in shares.
PSP awards may be subject to
malus and/or clawback in the
circumstances described on
page 93.
Awards will vest to the extent that
performance is achieved against
targets over the performance
period (which is normally three
years).
The Remuneration Committee
has discretion to adjust the
formulaic outturn if it does not
produce an appropriate result for
either the Executive Directors or
the Group, taking account of
overall performance, or because
the formulaic output is
inappropriate in the context of
circumstances that were
unexpected or unforeseen at the
start of the performance period.
The Remuneration Committee
normally reviews the performance
measures, weightings, and targets
prior to each grant in line with
business priorities.
Financial targets (which may
include TSR) will usually determine
vesting in relation to at least half of
an award.
Up to 25% of the awards vest for
achieving threshold performance,
100% for maximum performance,
with a sliding scale for
intermediate performance.
Executive Directors must be invited
to participate on the same terms
as all other employees in the
Group’s Sharesave Plan, on terms
which satisfy the requirements of
tax legislation.
All-employee
Sharesave
Plan
Provides all
employees with
the opportunity
to buy shares in
the Company at
a discounted
price with
savings made
over the option
period.
Participation limits are set by
HMRC from time to time.
None.
Rightmove plc | Annual Report 2022 | 91
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ remuneration report continued
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Share
Incentive Plan
(SIP)
To provide all
employees the
opportunity to
acquire shares in
the Company.
Executive Directors are entitled to
participate in the SIP on the same
terms as all other employees.
The SIP has standard terms which
must satisfy the requirements of
tax legislation.
Participation limits are set by
HMRC from time to time.
None.
Whilst a number of types of shares
are available under the SIP currently
only free shares are offered. The
Remuneration Committee may
award free shares to employees,
subject to continued strong
financial performance. Share
awards will typically be made
annually and will be modest in value.
Executive Directors are normally
required to retain at least half of any
vested share awards (after selling
sufficient shares to meet any
exercise price and to pay any tax
liabilities due) until they have met
the shareholding guideline.
The Remuneration Committee
retains the discretion to amend or
disapply the share ownership
guideline in exceptional
circumstances (e.g., ill health).
The Remuneration Committee will
regularly monitor progress towards
the guideline.
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
Remuneration Committee retains
the discretion to amend or disapply
the post-employment holding
period in exceptional circumstances
(e.g., ill health).
Share
ownership
guidelines
To provide
alignment
between the
Executive
Directors and
shareholders.
Post-
cessation
holding
requirements
To provide
alignment
between the
Executive
Directors and
shareholders
post-cessation
of employment.
Shareholding guideline: 200%
of base salary.
Not applicable.
Not applicable.
Shareholding requirement:
200% of base salary in the first
year and 100% of base salary in
the second year (or actual
holding, if lower).
92 | Rightmove plc | Annual Report 2022
Element of
remuneration
Purpose and
link to strategy
Operation
Maximum
opportunity
Performance
criteria
Not applicable.
Fees for the Chair and Non-
Executive Directors are set out
in the Annual Report on
Remuneration.
Aggregate maximum fees are
limited by the Company’s
Articles of Association.
Non-
Executive
Directors
To provide a
competitive fee
which will attract
and retain high
calibre
individuals and
reflects their
relevant skills
and experience.
Business
expenses
To reimburse
Directors for
reasonable
business
expenses.
The fees for Non-Executive
Directors (including the Company
Chair fee and any additional fees)
are reviewed, and may be increased,
periodically.
The Remuneration Committee will
consider the Chair’s fee, whilst the
Non-Executive Directors’ fee is
considered by the wider Board,
excluding the non-executives.
Fee levels for each role are
determined after considering the
responsibility of the role, the skills
and knowledge required and the
expected time commitments.
The Chair of the Board receives a
fixed fee. Other Non-Executive
Directors receive a basic fee.
Additional fees may be payable for
acting as the Senior Independent
Non-Executive Director, as Chair
and/or a member of a committee or
for other additional responsibilities,
on a full or temporary basis.
Periodic benchmarking against
relevant market comparators,
reflecting the size and scope of the
role, is used to provide context when
setting fee levels.
Where the normal time
commitment or responsibilities
have been substantially exceeded,
an additional fee may be paid at the
Board’s discretion.
Directors may claim reasonable
business expenses within the terms
of the Group’s expenses policy and
be reimbursed on the same basis as
all employees (including any tax
due). The Group may reimburse
business expenses which are in
future classified as taxable benefits
by HMRC.
Expenses vary from year to
year according to each
Director’s responsibilities,
business activity and location.
Not applicable.
Malus and clawback
Annual bonus, DSBP and PSP awards may be subject to malus
and/or clawback in certain circumstances, including a material
misstatement of the Group’s financial results, fraud or
misconduct, an error in assessing any applicable performance
condition, reputational damage to the Group, corporate failure,
where the behaviour of the participant fails to reflect the
governance or values of the Group, circumstances where the
individual has contributed to a serious downturn in the financial
or operational performance of the Group (PSP only), or where
the Remuneration Committee in its reasonable opinion
determines such action would be appropriate having regard to
any other circumstances that involve the Group and/or the
individual. Malus and clawback is available until the first
anniversary of the vesting date for of DSBP awards (for both
cash and DSBP bonus awards) and the second anniversary of
the vesting date for PSP awards.
Rightmove plc | Annual Report 2022 | 93
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ remuneration report continued
Discretions maintained by the Remuneration
Committee in operating the incentive plans
The Remuneration Committee will operate the annual bonus
plan, Deferred Share Bonus Plan, PSP, Sharesave and SIP
(together the Plans) according to the Plans’ respective rules
and appropriate legislation and regulation.
The Remuneration Committee retains and routinely exercises
discretion over the operation and administration of these
Plans, which is consistent with market practice. The discretions
include, but are not limited to:
• the selection of participants in each share plan
(where applicable);
• the timing of a grant of any award and payments;
• the size of an award and/or a payment (within the limits
described above);
• the annual review of performance measures, targets and
weightings for the annual bonus plan and PSP from year
to year;
• the extent to which awards vest, based on the achievement
of pre-approved performance targets;
• applicable exercise or holding periods where relevant; and
• determination of ‘good’/’bad’ leaver status for incentive plan
purposes, based on the rules of each Plan (including the
timing of vesting of awards).
In addition, the Remuneration Committee would exercise
discretion in the following circumstances:
• to deal with a change of control (e.g. the timing of testing
performance targets) or restructuring of the Group;
• to settle share awards or dividend equivalents (in whole or in
part) in cash, if it considers that circumstances apply where it
is appropriate to do so, for example, where there is a
regulatory restriction on the delivery of shares. For the
avoidance of doubt, the default position is that these will be
settled in shares for Executive Directors;
• adjust an annual bonus or PSP vesting outturn if any
formulaic output does not produce an appropriate result for
either the Executive Directors or the Group, taking account
of overall performance, or because the formulaic output is
inappropriate in the context of circumstances that were
unexpected or unforeseen at the start of the performance
period; and
• adjustments (if any) required to share awards in certain
circumstances (e.g. rights issues, corporate restructuring
events and special dividends).
The Remuneration Committee also retains the discretion
under the plan rules to adjust the targets and/or set different
measures for the annual bonus and PSP if an event or events
occur (e.g. a material divestment or acquisition) which cause it
to determine that the applicable conditions are no longer
appropriate and an amendment is required so that the
conditions achieve their original purpose and are not materially
less difficult to satisfy.
Notwithstanding the restrictions laid out in the Policy, where
the Company has made a commitment to a Director which:
• was in accordance with the prevailing remuneration policy at
the time that the commitment was made; and/or
• was made before the Director became a Director and, in the
opinion of the Remuneration Committee, the payment was
not in consideration for the individual becoming a Director of
the Company; the Company will continue to give effect to it,
even if it is inconsistent with the Remuneration Policy of the
Company which is in effect at that time.
Selection of performance measures
and how targets are set
The performance measures used for the annual bonus
and PSP are typically derived from the Group’s key
performance indicators.
The Remuneration Committee considers performance
measures and targets around the grant of each award to
ensure that these remain suitable and relevant.
For 2023, the annual bonus is based on a combination of
financial and non-financial measures that are aligned to our
business strategy and based on underlying operating profit,
absolute growth in traffic market, compared to our
competitors, referencing volume in Rental Services, growth in
mortgage outcomes, and the achievement of ESG based
targets. The 2023 PSP award will continue to be based on EPS
(50%) and Relative TSR against the FTSE 350 index (50%)
ensuring alignment with shareholders.
Targets will typically be set taking into account a number of
internal and external reference points. These may include the
internal business plan, market expectations (including analyst
forecasts), market practice, and the prevailing economic
outlook.
Performance targets do not apply to Sharesave or SIP awards.
To maintain tax-favoured status the awards must operate on a
consistent basis for all employees.
94 | Rightmove plc | Annual Report 2022
How the views of employees are taken into account
Members of the Remuneration Committee, along with other
Non-Executive Directors, have actively engaged with
Rightmove employees on a variety of issues. Employee
engagement sessions led by the Non-Executive Directors
(described in the Corporate Responsibility Report) are
interactive and have provided useful insight into employee
concerns and aspirations.
As set out in the Remuneration Committee Chair’s letter,
we have engaged with employees in relation to their pay
and benefits at Rightmove, including how it aligns with
wider Company pay policy. The views received were shared
with the Committee and indicated that there continues to
be a strong sense that ‘we’re all in it together’ and that
employees enjoy working at Rightmove. The Committee
has also received feedback during 2022 on employee
sentiment, including on pay, from employees throughout
the year from our Director of People and Development and
takes the ‘Have your Say’ survey results into consideration
when reviewing remuneration proposals.
The Remuneration Committee considered the general
employment terms and benefits within the wider workforce
when setting the Executive Directors’ Remuneration Policy.
Remuneration Policy for Executive Directors compared
to other employees
The Remuneration Committee considers the proposed salary
budget, cost of living and discretionary increases for the whole
Group annually when it is deciding on salary increases for
Executive Directors specifically.
It is the Group’s strategy to keep remuneration simple and
consistent, benefits and pension arrangements provided to
Executive Directors are therefore currently aligned to those
offered to other Group employees.
Annual bonus opportunities vary by the level and type of role
within the Group. The quantum and performance measures
reflect the nature of the role and responsibilities and market
rates at that level.
The DSBP Is currently only offered to senior managers as
those awards are more heavily weighted towards
performance-related pay and there is a stronger
connection between the value created for shareholders
and the reward for participants. PSP awards are only granted
to Executive Directors.
All eligible employees can participate in all-employee share
schemes (e.g. SIP) on the same basis, including the Executive
Directors. This provides an opportunity for all employees to
build a shareholding in Rightmove.
Shareholders’ views
The Remuneration Committee considers it vitally important to
maintain clear and open communication with the Company’s
shareholders. In 2023, the Remuneration Committee
consulted major investors representing over 60% of the
Company’s share ownership on the proposed amendments
to the Remuneration Policy. The shareholders consulted
were largely supportive of the 2023 Policy. As part of the
consultation, we clarified a number of points with
shareholders such as the fact that we would consult with
shareholders if the bonus and/or PSP headroom is used and
that pension arrangements will continue to be aligned for the
wider workforce.
Rightmove plc | Annual Report 2022 | 95
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
Reward scenarios
The Company’s 2023 Policy outlined above is illustrated below using four different performance scenarios: minimum,
on-target, maximum and maximum including 50% share price appreciation. The chart has been shown for the incoming CEO
and the CFO. The out-going CEO has not been included as he will not be eligible for a 2023 annual bonus award or a 2023 PSP
5000
award under this Policy.
0
0
0
£
4000
3000
2000
1000
0
£1,872
35%
31%
34%
Target
£638
100%
Minimum
39%
£2,738
39%
£3,263
16%
38%
32%
38%
23%
Maximum
32%
20%
£478
100%
Chief Executive Officer
Amounts have been rounded to the nearest £1,000.
39%
39%
£2,053
38%
38%
23%
£1,404
35%
31%
34%
£2,447
16%
32%
32%
20%
Maximum + share price
appreciation
Minimum
Target
Maximum
Chief Finance Officer
Maximum + share price
appreciation
Fixed pay
Bonus
LTIP
Share price appreciation
Assumptions:
1. Minimum = fixed pay only (salary + benefits + pension).
2. On-target = 55% payable of the 2023 annual bonus and 62.5% vesting of the 2023 PSP awards being the midpoint between
threshold vesting of 25% and maximum vesting of 100%.
3. Maximum = 100% payable of the 2023 annual bonus and 100% vesting of the 2023 PSP awards.
4. Maximum including 50% share price appreciation = 100% payable of the 2023 annual bonus and 100% vesting of the 2023
PSP awards including 50% share price appreciation.
Base salary is as set at 1 January 2023. The value of taxable benefits is based on the cost of supplying those benefits (using the
cost as disclosed on page 101) for the year ended 31 December 2022.
The Executive Directors can participate in the Sharesave and SIP on the same basis as other employees. The value that may be
received under these plans is subject to tax approved limits. For simplicity, the value that may be received from participating in
these plans has been excluded from the above charts. Peter Brooks-Johnson has not participated in the SIP. Alison Dolan
participated in the 2022 SIP free share award on the same basis as other employees.
96 | Rightmove plc | Annual Report 2022
Recruitment and promotion policy
The Remuneration Committee proposes an Executive Director’s remuneration package for new appointments are in line
with the principles outlined in the table below.
Element of remuneration
Policy
Base salary
Benefits
Pension
Annual bonus
Base salary levels will be set by reference to the role and responsibilities of the individual, together with
their relevant skills and experience, taking into account the market rates for companies of comparable
size and scope and internal Company relativities. In some circumstances (e.g. to reflect an individual’s
experience at a listed company board level) it may be considered appropriate to set initial salary levels
above the present incumbent’s to attract the desired calibre of executive and subject to an individual’s
continued performance in the role.
Benefits as set out in the Policy table. Where necessary the Remuneration Committee may approve
the payment of relocation costs to facilitate recruitment, and flexibility is retained for the Company to
pay legal fees and other costs incurred by the individual in relation to their appointment.
Pension arrangements will be in line with the arrangements set out in the Policy table.
An annual bonus would operate in the same manner as outlined for the current Executive Directors (as
described above and in the Annual Report), although it would normally be pro-rated to reflect the
employment period during the bonus year. Flexibility will be retained to set equivalent objectives for
any new executive joining part way through a year.
The maximum bonus potential would not exceed 200% of base salary.
Awards will typically be structured in the same way in terms of a cash award and a DSBP award as for
other Executive Directors.
It would be expected that the bonus for a new appointment would be assessed on the same
performance metrics as that for the current Executive Directors on an ongoing basis. However,
depending on the timing and nature of appointment it may be necessary to set tailored performance
criteria for their first bonus award.
Long-term incentives
A new appointee will be eligible to receive PSP awards as outlined in the 2023 Policy table.
Buy-out awards
Share awards may be granted shortly after an appointment (subject to the Company not being in a
closed period) and will normally be measured against the performance criteria applicable for the
current cycle. However, any award granted outside the normal award and performance cycle may be
pro-rated at the Remuneration Committee’s discretion. The two year post-vesting holding period will
usually apply to new Executive Directors.
The ongoing maximum award would not exceed 200% of base salary.
For an internal hire, total awards in respect of any year would not exceed the maximum award limit.
The new appointment would be eligible to participate in the Sharesave and the SIP under the same
terms as all other employees.
To facilitate an external appointment, it may be necessary to buy-out remuneration which would be
forfeited on an individual leaving their previous employer or prior to taking up the new role. When
determining the quantum and structure of any buy-out awards the Remuneration Committee will, as a
minimum, take into account the following factors:
• the form of remuneration (cash or shares);
• timing of expected payment/vesting of pre-existing awards; and
• expected value (i.e. taking into account the likelihood of achieving the existing performance criteria).
Buy-out awards, if provided, will be granted using the Company’s existing share plans to the extent
possible, although awards may also be granted outside of these plans if necessary and as permitted
under the Listing Rules. Buy-out awards will not be subject to the annual bonus and long-term
incentives limits set out above.
Other elements may be included in the following circumstances: i) an interim appointment being made to fill an Executive Director role on a
short-term basis; ii) if exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a
short-term basis; iii) if an Executive Director is recruited at a time in the year when it would be inappropriate to provide an incentive for that
year as there would not be sufficient time to assess performance. Subject to the limit on variable remuneration set out above, the quantum
in respect of the months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and
appropriate basis.
Rightmove plc | Annual Report 2022 | 97
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
Directors’ service contracts and Non-Executive
Directors’ terms of appointment
Executive Directors’ service agreements have no fixed terms
and provide for 12 months’ notice of termination by the
Company and by the Executive Directors. Any proposals for the
early termination by the Company of the service agreements of
Directors are considered by the Remuneration Committee.
The service agreements for the Executive Directors allow for
lawful termination of employment by making a payment in lieu
of notice or by making phased payments over any remaining
unexpired period of notice. The phased payments may be
reduced if, and to the extent that, the executive finds
alternative employment.
In addition, any statutory entitlements or sums to settle or
compromise claims in connection with the termination would
be paid as necessary. The Company may also provide a
contribution toward reasonable legal fees, outplacement
services or, if appropriate, repatriation expenses and continue
to provide appropriate benefits (for example medical insurance),
if considered appropriate by the Remuneration Committee.
The Executive Directors are entitled to a payment in lieu of
notice, restricted to base salary and benefits. In ‘good leaver’
circumstances, a bonus may be paid at the normal time subject
to achievement of the performance conditions and will
normally be pro-rated for the period worked in the year.
For awards granted under the DSBP, ‘good leaver’ status may
be determined for reasons of death, injury, disability,
redundancy, transfer or sale of the employing company or in
other circumstances at the discretion of the Remuneration
Committee. If defined as a ‘good leaver’, awards will be retained
and vest on the original vesting date, except in the event of
death, when the Remuneration Committee has the discretion
to accelerate vesting.
For awards granted under the PSP, ‘good leaver’ status may
be determined in certain prescribed circumstances, such as
death, ill health, disability, redundancy, transfer or sale of the
employing company, or in other circumstances at the
discretion of the Remuneration Committee. If defined as a
‘good leaver’, awards will remain subject to performance
conditions over the original performance period and pro-rated
for time, unless the Remuneration Committee determine to
assess performance to the date of cessation (which will be
reduced pro-rata to reflect the proportion of the performance
period actually served). The Remuneration Committee retains
the discretion to disapply time pro-rating in exceptional
circumstances and to accelerate the vesting of awards
for ‘good leavers’ in the event of death. PSP awards in the
holding period will normally continue on their original terms.
The holding period will cease to apply in certain circumstances
(e.g. death).
The Chair’s appointment may be terminated by either party
giving to the other not less than three months’ notice in writing.
The Company may also terminate the appointment by making
a payment in lieu of notice.
Letters of Appointment for Non-Executive Directors provide
for a term of up to two three-year periods and a possible
further three-year term (subject to annual re-election by
shareholders and subject to the Director remaining
independent). The appointments may be terminated with a
notice period of three months on either side. Letters of
Appointment set out the time commitments required to
meet the expectations of Directors’ roles, including additional
commitments required to chair Board Committees.
Copies are available from the Company Secretary.
98 | Rightmove plc | Annual Report 2022
Further details of all Directors’ contracts and Letters of Appointment are summarised below:
Executive Directors
Peter Brooks-Johnson(1)
Johan Svanstrom
Alison Dolan
Non-Executive Directors
Andrew Fisher (Chair)
Jacqueline de Rojas
Rakhi Goss-Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
Date of appointment
Date of contract/
Letter of Appointment
Notice
(months)
Length of service at
2 March 2023
10 January 2011
22 February 2011
20 February 2023
20 October 2022
7 September 2020
3 August 2020
12
12
12
12 years 1 month
12 days
2 years 5 months
1 January 2020
21 November 2019
30 December 2016
10 October 2016
28 July 2014
1 June 2017
28 July 2014
9 May 2017
1 February 2018
18 January 2018
1 June 2019
15 May 2019
3
3
3
3
3
3
3 years 2 months
6 years 2 months
8 years 7 months
5 years 9 months
5 years 1 month
3 years 9 months
(1) Peter Brooks-Johnson joined the Group on 9 January 2006 and was appointed to the Board on 10 January 2011. His service with the Group at the date of this report is
18 years and 1 month.
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.
In 2018, Peter Brooks-Johnson was appointed as 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 994,500 Norwegian Krone from
Adevinta for the year to 31 December 2022 (2021: 842,500 Norwegian Krone).
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 2022:
• Lorna Tilbian (Chair of the Committee)
• Jacqueline de Rojas
• Rakhi Goss-Custard
The Committee met six times during 2022 and attendance
at meetings is shown in the Corporate Governance Report.
The Committee meets as necessary, but normally at least five
times a year. The quorum for meetings of the Committee is
two members and 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 2022 | 99
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Remuneration Policy
In formulating the 2023 Remuneration Policy, the Committee
considered the following principles recommended in the Code:
• Clarity – the 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 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 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.
Governance | Directors’ remuneration report continued
External advisors
Deloitte LLP (Deloitte) is the Committee’s remuneration
advisor. Deloitte is a founding member of the Remuneration
Consultants Group and adheres to its code in relation to
executive remuneration consulting.
In 2022, the Company paid fees of £37,250 to Deloitte in
respect of work and advice which was of material assistance to
the Committee. The Committee keeps its relationship with
external advisors under review 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’s work in 2022 included:
Pay and incentive plan reviews
- annual review and approval of Executive Directors’ base
salaries and benefits;
- annual review of Group pay and the awarding of a 5% cost-of-
living pay increase to all employees, brought forward to
October 2022, and a £1,000 one off cost-of-living payment
(one off payment not accepted by the Executive Directors or
the Senior Leadership Team);
- review of 2022 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, DSBP awards and 2023 PSP awards to ensure
measures are aligned with strategy and that targets are
achievable and appropriately stretching;
- approval of share awards, granted in March 2022 under the
DSBP and the PSP;
- ongoing monitoring of remuneration for the Senior
Leadership Team: and
- investor consultation and recommendation of the 2023
Remuneration Policy.
Governance and strategy
- review of the 2022 AGM voting and feedback from
institutional investors;
- shareholder consultation on the 2023 Remuneration Policy;
- 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.
100 | Rightmove plc | Annual Report 2022
Annual Report on Remuneration
Directors’ remuneration
This section of the report sets out how the 2020 Policy was applied in 2022, along with changes in Directors’ share interests
during 2022. Information that is audited is clearly indicated.
Directors’ Single Figure Remuneration Tables (audited)
The remuneration of the Directors of the Company during 2022 for time served as a Director is as follows:
Fixed Pay
Performance-related pay
Salary/fee
£
Benefits(1)
£
Pension(2)
£
Fixed pay
subtotal
£
Annual
bonus(3)
£
Long-term
incentives(4)
£
Variable pay
subtotal
£
Total
remuneration
in 2022
£
Executive Directors
Peter Brooks-Johnson
531,196
2,106
–
533,302
661,872
204,600
866,472
1,399,774
Alison Dolan
405,717
1,297
24,343
431,357
505,525
112,006
617,531
1,048,888
Non-Executive Directors(5)
Andrew Fisher
Jacqueline de Rojas
Rakhi Goss-Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
208,060
67,516
57,217
72,821
72,821
57,217
–
–
–
–
–
–
–
–
–
–
–
–
208,060
67,516
57,217
72,821
72,821
57,217
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
208,060
67,516
57,217
72,821
72,821
57,217
(1) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(2) Alison Dolan participated in the Rightmove pension scheme on the same terms as all employees.
(3) The annual bonus amount relates to the accrued payment in respect of the full-year results for the year ended 31 December 2022 including the deferred element (60% of
the annual bonus is deferred in shares with a two-year vesting period).
(4) 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 on 17 September 2023
(including dividend roll-up), which are subject to the three-year performance period, ending on 31 December 2022, multiplied by the average share price for the three months
ending 31 December 2022 of £5.18. No amount of the PSP value disclosed in the single figure table above is attributable to share price appreciation.
(5) The basic fee for all Non-Executive Directors (excluding the Chair) in 2022 was £57,217, Committee Chairs (excluding Nomination Committee) received an additional fee of
£15,605, and the Senior Independent Director received an additional fee of £10,300. The Chair’s fee was £208,060.
Rightmove plc | Annual Report 2022 | 101
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
The remuneration of the Directors of the Company during 2021 (audited) was:
Fixed Pay
Performance-related pay
Salary/fee
£
Benefits(1)
£
Pension(2)
£
Fixed pay
subtotal
£
Annual
bonus(3)
£
Long-term
incentives(4)
£
Variable pay
subtotal
£
Total
remuneration
in 2021
£
Executive Directors
Peter Brooks-Johnson
515,724
2,172
–
517,896
758,115
348,082 1,106,197
1,624,093
Alison Dolan
393,900
Non–Executive Directors(5)
Andrew Fisher
Jacqueline de Rojas
Rakhi Goss-Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
202,000
65,550
55,550
70,700
70,700
55,550
–
–
–
–
–
–
–
23,634
417,534
579,034
–
–
–
–
–
–
202,000
65,550
55,550
70,700
70,700
55,550
–
–
–
–
–
–
–
–
–
–
–
–
–
579,034
996,568
–
–
–
–
–
–
202,000
65,550
55,550
70,700
70,700
55,550
(1) Benefits in kind for the Executive Directors relate to private medical insurance and the medical cash plan.
(2) Alison Dolan participated in the Rightmove pension scheme on the same terms as all employees.
(3) The annual bonus amount relates to the accrued payment in respect of the full-year results for the year ended 31 December 2021 including the deferred element
(60% of the annual bonus is deferred in shares with a two-year vesting period).
(4) The value of the long-term incentives has been restated for vested awards and includes:
- nil cost PSPs where vesting is calculated by taking the number of nil cost options which vested on 6 March 2022 (including dividend roll-up), which are subject to the three-
year performance period, ending on 31 December 2021, multiplied by the vesting date closing share price of £6.33, and the capital gain of £7,055 on the CEO’s Sharesave
option which vested on 1 November 2021, which reflects the difference between the option grant price of £3.89 and £6.94, being the share price on the date of vesting.
- 29% of the PSP value disclosed in the single figure table is attributable to share price appreciation.
(5) The basic fee for all Non-Executive Directors (excluding the Chair) in 2021 was £55,550, Committee Chairs (excluding Nomination Committee) received an additional fee of
£15,150, and the Senior Independent Director received an additional fee of £10,000. The Chair’s fee was £202,000.
.
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 is a member of the Group pension plan
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 994,500 Norwegian Krone from Adevinta for the year to
31 December 2022 (2021: 842,500 Norwegian Krone).
How was pay linked to performance in 2022?
Annual bonus plan
The incentive for the financial year ended 31 December 2022 was in the form of a cash bonus of up to 70% of salary and a
DSBP bonus of up to 105% of salary (i.e. 175% in total awarded under the 2020 Policy). The bonus, both cash and DSBP
elements, was determined by a mixture of operating profit performance (60%) and key performance indicators (40%) relating
to underlying drivers of long-term revenue growth.
When comparing performance against the 2022 bonus targets set, the Committee determined that 71% of the maximum
achievable cash and DSBP bonus should be paid to the Executive Directors in March 2023. Accordingly, a cash bonus of
50% of base salary (out of a maximum of 70%) will be paid to the executives and 75% of base salary (out of a maximum
of 105%) will be granted to the Executive Directors under the DSBP, which will be deferred until March 2025.
102 | Rightmove plc | Annual Report 2022
Details of the achievement of bonus targets are provided in the following table:
Measure
Target
As a % of
maximum bonus
opportunity
Actual performance achieved
Financial targets
Underlying operating
profit(1)
Strategic targets
2022 underlying operating profit:
• £235m: 25% payout
• £250m: 100% payout
60% Underlying operating profit
achieved: £245.4m
Resulting
bonus
% achieved
46%
Traffic market share(2) (3) Rightmove’s traffic market share,
15% Rightmove’s traffic market share
15%
Rental Services
Mortgages business
compared to all other property portals
(measured as time on site by Comscore):
• 76%: 25% payout
• 81%: 100% payout
Delivery of tenant references:
• 170,000 references: 25% payout
• 220,000 references: 100% payout
Delivery of Mortgages in Principle (MiP):
• 4,500 MiPs: 25%
• 7,000 MiPs : 100%
compared to all other property
portals in 2022 was 84%
10% The Rental Services business
0%
delivered 161,000 references in
2022
10% The Mortgage business delivered
10%
7,500 MiPs in 2022
Employee engagement(4) Percentage of respondents to the
5% 87% of respondents agree
0%
employee survey who say ‘Rightmove is
a great place to work’:
1. 90%: 25% payout
2. 95%: 100% payout
‘Rightmove is a great place to work’
Total
100%
71%
(1) Underlying operating profit is defined as operating profit before share-based payments charges (including the related National Insurance)
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile
Metrix® Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites, RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM
(3) In January 2022, the extent of the beaconing from Rightmove to the external tracking mechanism was modified, which impacted the analysis, leading to Rightmove’s share
dropping to 83.1%. The Remuneration Committee adjusted the targets to take that into account, whilst ensuring that the adjusted targets were no harder or easier to satisfy.
(4) Based on the results of the annual employee engagement survey.
Rightmove plc | Annual Report 2022 | 103
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ remuneration report continued
Long-term incentives vesting during the year
The PSP awards granted to Peter Brooks-Johnson and Alison
Dolan in September 2020 were subject to underlying EPS(1)
(75% of the awards) and relative TSR (25% of the awards)
performance conditions that related to the three-year period
ended 31 December 2022. The vesting schedule for the
relative TSR element of the 2020 PSP awards is set out below:
Share awards granted during the year (audited)
On 2 March 2022 Peter Brooks-Johnson and Alison Dolan
were awarded shares under the PSP, which vest in March 2025
and are exercisable from March 2027. The awards are subject
to a mixture of EPS (50% of the awards) and TSR relative to
the FTSE 350 Index (50% of the awards).
Relative TSR condition
Less than the Index
Equal to the Index
25% higher than the Index
% of award vesting
(maximum 25%)
Executive Director
Peter Brooks-Johnson
0%
6.25%
Alison Dolan
25%
Basis of
grant
Number
of shares
Face value
of award(1)
175% of
base salary
175% of
base salary
136,689
£902,517
104,400
£689,325
Intermediate performance
Straight-line vesting
(1) Based on the average mid-market share price for the three consecutive days prior
to grant, taken from the Daily Official List, of £6.60.
At the end of the performance period, Rightmove’s TSR was
-16.4% compared to 6.2% for the FTSE 350 Index. This
performance is below the Index and therefore this part of
the PSP award will lapse in full.
Rightmove’s underlying EPS growth is measured over a period
of three financial years (2020 to 2022); the vesting schedule is
set out below:
Underlying EPS(1) 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
(1) Underlying earnings per share is defined as underlying profit (profit for the year
before share-based payments charges including the related National Insurance
and appropriate tax adjustments), divided by the weighted average number of
ordinary shares in issue for the period.
At the end of the performance period, underlying EPS was
23.8p which is 17.2% higher than underlying EPS of 20.3p for
the base year 2019. Therefore, 24.8% of the award will vest
on 17 September 2023 and will be exercisable following a
two-year holding period, on 17 September 2025.
The 2020 PSP award was made after the share price had
recovered in 2020 and was at a higher share price than the
2019 PSP awards, therefore there are no ‘windfall gains’
associated with this award.
The vesting schedule for the relative TSR element of Executive
Directors’ 2022 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 50%)
0%
12.5%
50%
Intermediate performance
Straight-line vesting
Rightmove’s EPS growth will be measured over a period of
three financial years (2022-2024). The EPS figure used will
be equivalent to the Group’s underlying EPS.(1)
The following vesting schedule will apply for Executive
Directors’ awards granted in 2022:
Underlying EPS(1) growth from
2022 to 2024
Less than 38%
38%
44%
% of award vesting
(maximum 50%)
0%
12.5%
50%
Between 38% and 44%
Straight-line vesting
(1) Underlying earnings per share is defined as underlying profit (profit for the year
before share-based payments charges, including the related National Insurance
and appropriate tax adjustments), divided by the weighted average number of
ordinary shares in issue for the period.
The benchmark underlying EPS for the financial year 2021
from which these targets will be measured is 21.8p.
104 | Rightmove plc | Annual Report 2022
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2022 (audited)
2
2
0
2
y
r
a
u
n
a
J
1
i
i
d
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e
d
v
d
/
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t
n
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l
d
e
h
s
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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
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
2,313(1)
–
£3.89
2,313
£6.56
l
t
a
d
e
h
s
e
v
i
t
n
e
c
n
i
2
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
–
01/11/2021 30/04/2022
d
e
s
a
b
–
e
r
a
h
S
)
5
(
d
e
s
p
a
L
–
01/10/2018
(Sharesave)
06/03/2019
(PSP)
04/03/2020
(DSBP)
17/09/2020
(PSP)
30/09/2020
(Sharesave)
03/03/2021
(PSP)
03/03/2021
(DSBP)
02/03/2022
(PSP)
02/03/2022
(DSBP)
204,746
1,250
£0.00
–
–
153,560
52,436
06/03/2022 05/03/2024
£0.00
39,282
£5.54
39,282(2)
143,034
1,754
153,062
16,989
–
–
–
–
–
£0.00
£5.13
£0.00
£0.00
– 136,689(3)
£0.00
–
68,891(4)
£0.00
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
04/03/2022 03/03/2023
143,034
17/09/2023 17/09/2027
1,754
01/11/2023 30/04/2024
153,062
03/03/2024 03/03/2028
16,989
03/03/2023 03/03/2024
136,689
02/03/2025 03/03/2029
68,891
02/03/2024 02/03/2025
Total
561,180
206,830
–
41,595
–
153,560
572,855
Rightmove plc | Annual Report 2022 | 105
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Governance | Directors’ remuneration report continued
Share-based incentives held by the Executive Directors and not exercised as at 31 December 2022 (audited) continued
2
2
0
2
y
r
a
u
n
a
J
1
i
i
d
n
e
d
v
d
/
d
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t
n
a
r
G
l
d
e
h
s
e
v
i
t
n
e
c
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e
t
n
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t
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d
e
s
a
b
–
e
r
a
h
S
p
u
–
l
l
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r
84,970
3,508
116,906
4,192
–
–
–
–
e
c
i
r
p
e
s
c
r
e
x
E
i
£0.00
£5.13
£0.00
£0.00
–
–
–
104,400(3)
£0.00
52,618(4)
£0.00
500
£0.00
Alison Dolan
17/09/2020
(PSP)
30/09/2020
(Sharesave)
03/03/2021
(PSP)
03/03/2021
(DSBP)
02/03/2022
(PSP)
02/03/2022
(DSBP)
21/12/2022
(SIP)
Total
209,576
157,518
–
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
–
–
–
–
–
–
–
–
)
5
(
d
e
s
p
a
L
–
–
–
–
–
–
–
–
2
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
116,906
03/03/2024 03/03/2028
4,192
03/03/2023 03/03/2024
104,400
02/03/2025 02/03/2029
52,618
02/03/2024 02/03/2025
500
21/12/2025
–
367,094
(1) In September 2018, Peter Brooks-Johnson was granted Sharesave options over 2,313 shares which vested in November 2021 at an exercise price of £3.89. Peter Brooks-
Johnson exercised the option on 4 April 2022 and sold all the shares at £6.56.
(2) The deferred shares granted under the DSBP on 4 March 2020 vested in March 2022. Peter Brooks-Johnson exercised the nil cost option over 39,282 shares on 23
November 2022 and sold all the shares at an average market price of £5.54 per share.
(3) On 2 March 2022 the Executive Directors were awarded nil cost performance shares under the PSP, which vest in 2025 and are exercisable from March 2027. The average
mid-market share price for the three consecutive preceding days, used to calculate the number of shares awarded, was £6.25.
(4) On 2 March 2022, the Executive Directors were awarded nil cost deferred shares under the DSBP, which vest in March 2024. The average mid-market share price for the three
consecutive preceding days, used to calculate the number of shares awarded, was £6.25.
(5) As a result of leaving Rightmove, Peter Brooks-Johnson forfeited a pro-rated number of options on the PSP schemes as follows; 2021 PSP 33,019 options (resulting in
retained options of 120,043), 2022 PSP 75,148 options (resulting in retained options of 61,541).
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 2023 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 2022, treasury shares were used to satisfy DSBP and PSP exercises of 295,250 shares, representing 0.04% of the
issued share capital (less treasury shares) as at 31 December 2022.
.
106 | Rightmove plc | Annual Report 2022
Directors’ interests in shares (audited)
The beneficial and family interests of each person who served as a Director during 2022 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 2022
At
1 January 2022
PSP & DSBP
awards
(unvested)
PSP & DSBP
Awards
(vested but
unexercised)
SAYE awards
(vested but
unexercised)
Executive Directors
Peter Brooks–Johnson
2,017,302
2,017,302
518,665(1)
52,436
Alison Dolan
Non–Executive Directors
Andrew Fisher
Jacqueline de Rojas
Rakhi Goss-Custard
Andrew Findlay
Lorna Tilbian
Amit Tiwari
–
–
363,086
20,000
1,880
5,440
–
–
–
20,000
1,880
5,440
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
2,044,622
2,044,622
881,751
52,436
(1) The PSP and DSBP unvested awards include shares that will lapse due to pro-rating of awards when Peter Brooks-Johnson leaves Rightmove.
–
–
–
–
–
–
–
–
–
Options
(unvested)
1,754
4,008
–
–
–
–
–
–
5,762
- The Company’s shares in issue (including 12,185,222 shares held in treasury) as at 31 December 2022 was 837,401,085
ordinary shares of 0.1p each (2021: 859,678,232 ordinary shares of 0.1p each).
- The closing share price of the Company was £5.11 as at 31 December 2022. The lowest and highest share prices during the
year were £4.45 and £7.91 respectively.
- The Executive Directors are regarded as being interested, for the purposes of the Act, in 1,375,963 ordinary shares of 0.1p each
(2021: 1,158,418 ordinary shares of 0.1p each) in the Company held by the EBT at 31 December 2022 as they are, together with
other employees, potential beneficiaries of the EBT.
- The Directors’ beneficial holdings represented 0.24% of the Company’s shares in issue as at 31 December 2022 (2021: 0.24%),
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 2022 in the share capital of the Company as a percentage of base salary were
as follows:
Number of
shares held
beneficially at
31 December 2022
Number of
vested,
unexercised
share awards
Base salary
1 January 2023
Value of
shares at
31 December 2022(1)
Value of
shares as a %
of base salary
Guideline met
(200% of salary)
Executive Directors
Peter Brooks–Johnson
£531,196
2,017,302
52,436
£10,593,610
Alison Dolan
£450,000
–
–
£131,888
1994%
29%
Yes
No(2)
(1) Based on the closing share price on 31 December 2022: £5.11 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 2022 | 107
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 2022.
Details of outstanding share awards for Robyn Perriss, our former Finance Director who stepped down from the Board on
30 June 2020 are detailed below. Outstanding awards vested in line with performance conditions for the PSP and the normal
vesting dates for DSBP and PSP awards.
Rightmove Performance Share Plan (PSP)
Unvested PSP awards were pro-rated for time elapsed from the date of grant to 30 June 2020 and vested on the original vesting
dates. Details of the 2019 PSP award, which was prorated for time and 25% performance, vested in 2022 and was exercised at a
market value of £6.55. Details are set out in the table below.
Award Date
6 March 2019
Performance
Period
1 January 2019 to
31 December 2021
Normal
Vesting Date
6 March 2022
Award
(number of shares)
Pro-rated award
(number of shares)
147,056
16,738(1)
All awards are subject to EPS and TSR performance conditions on vesting before dividend roll-up is applied.
(1) Pro-rated by 16/36 for time elapsed from grant and by 25% for performance including 399 shares for dividend roll up.
Rightmove Deferred Share Bonus Plan (DSBP)
DSBP awards granted in respect of prior years’ performance vested in full on the original vesting dates.
Award Date
4 March 2020
Performance Period
Normal Vesting Date
Award (number of shares)
1 January 2019 to 31 December 2019
4 March 2022
28,213
(1) The deferred shares granted under the DSBP on 4 March 2020 vested in March 2022. Robyn Perriss exercised the nil cost option over 28,213 shares on 1 August 2022 and
sold all the shares at an average market price of £6.55 per share
108 | Rightmove plc | Annual Report 2022
200
180
+88%
160
CEO transition
140
As announced on 21 October 2022, Johan Svanstrom joined Rightmove on 20 February 2023 as Executive Director and CEO
designate and will be appointed Chief Executive Officer on 6 March 2023, succeeding Peter Brooks-Johnson who will continue to
120
+23%
lead the business and support an orderly transition until after the presentation of the 2022 full year financial results.
100
+26%
The remuneration arrangements for Johan are in line with our shareholder-approved Policy. Johan has been appointed on a
80
salary of £600,000, the rationale of which is provided in the Remuneration Committee Chair’s letter. His pension arrangement will
60
be in line with those available to the wider workforce. The 2023 maximum incentive levels for Johan will be 175% of salary, in line
with the 2022 out-going CEO levels. There are no buy-outs associated with this appointment.
1
2
c
e
D
0
2
c
e
D
9
1
c
e
D
8
1
c
e
D
Rightmove
FTSE 100
FTSE 350
The remuneration arrangements for Peter Brooks-Johnson are in line with our shareholder-approved Policy and shareholder
expectations. He will continue to receive his base salary and other contractual benefits to his leaving date and there is no Payment
in Lieu of Notice (PILON) payable or other payments for loss of office.
This graph shows the value, by 31 December 2021, of £100 invested in Rightmove on 31 December 2018,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
Source: Thomson Reuters
The Committee has determined that in light of Peter’s long service and commitment to Rightmove, including an orderly handover
to the new CEO, he will be treated as a ‘good leaver’ for incentive purposes. As he will be employed for the full 2022 financial year,
he was eligible for a bonus in line with the original terms and performance conditions and subject to the deferral, and the 2020-22
PSP has been assessed in the normal way and subject to the holding period. All deferred bonus shares (85,880 shares) will
continue on their original terms and be released on the normal release dates. All other outstanding PSP awards (485,221 shares)
will be subject to the original terms, including the holding period, and, for those awards in the performance period, be pro-rated for
the period to his leaving date. He will not be eligible to participate in the 2023 annual bonus plan or the 2023-25 PSP.
A two-year post-employment holding period will apply in line with our Policy.
Total shareholder return (TSR)
The graph below compares the TSR of Rightmove’s shares against the FTSE 100 Index and the FTSE 350 Index for the ten-year
period from 1 January 2012 to 31 December 2022. TSR is the product of movements in the share price plus dividends reinvested
on the ex-dividend date. 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.
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.
TSR Graph – ten years
700
600
500
400
300
200
100
0
2
1
c
e
D
3
1
c
e
D
4
1
c
e
D
5
1
c
e
D
6
1
c
e
D
7
1
c
e
D
8
1
c
e
D
9
1
c
e
D
0
2
c
e
D
1
2
c
e
D
+299%
+87%
+85%
2
2
c
e
D
Rightmove
FTSE 100
FTSE 350
Source: Refinitiv Datastream
This graph shows the value, by 31 December 2022, of £100 invested in Rightmove on 31 December 2012,
compared with the value of £100 invested in the FTSE 100 and the FTSE 350 Indices on a daily basis.
Rightmove plc | Annual Report 2022 | 109
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
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
Executive
Peter Brooks-Johnson
Peter Brooks-Johnson
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)
Total single
figure £
Annual bonus outturn
(% of maximum)
Long–term
incentive outturn
(% of maximum)
1,399,774
1,673,673
960,827
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
71%
84%
18.5%
65%
78%
60%
n/a
92%
100%
70%
85%
n/a
26%
25%
25%
85%
67%
100%
100%
100%
100%
92%
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 2021 and 2022, based on the figures shown in the single figure tables above.
% increase/(decrease) in remuneration of the Directors compared with the average of all employees
between 2021 and 2022
between 2020 and 2021
between 2019 and 2020
Salary or fees
Benefits
Bonus Salary or fees(7)
Benefits
Bonus Salary or fees(7)
Benefits
Bonus
Peter Brooks-Johnson
Alison Dolan(1)
Robyn Perriss(2)
Andrew Fisher(3)
Jacqueline de Rojas(4)
Andrew Findlay
Rakhi Goss-Custard
Lorna Tilbian(5)
Amit Tiwari(6)
Employees
3.0%
3.0%
3.0%
3.0%
3.0%
3.0%
3.0%
3.0%
2.4%
(3.0%)
(12.7%)
8.0% (2.4%)
358.6%
(4.6%)
(7.6%)
(83.7%)
100% (12.7%)
217.4% 1,112% 1,319.5%
(17.8%)
(12.4%)
(91.9%)
8.0%
16.9%
8.0%
8.0%
8.0%
8.0%
6.2%
7.8%
(4.3%)
1.1%
(3.6%)
(6.4%)
(6.4%)
1.3%
60.4%
(0.8%)
(4.1%)
33.3%
1.9%
34.4%
(1) Alison Dolan, CFO, was appointed to the Board on 7 September 2020 and has no prior year earnings from Rightmove.
(2) 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.
(3) Andrew Fisher joined the Board as Chair on 1 January 2020 the uplift in his fee for 2020 is in comparison to the outgoing Chair’s fee of £185,000 for 2019.
(4) The fee for our Senior Independent Director, Jacqueline de Rojas, increased from £5,000 to £10,000 per annum from January 2021. Her Non-Executive Director fee
increased by 1%, which applied to all Group employees’ salaries.
(5) Lorna Tilbian was appointed Chair of the Remuneration Committee in May 2019, the uplift in 2020 reflects the full year’s fee earned in 2020.
(6) Amit Tiwari joined the Board on 1 June 2019, the uplift in 2020 reflects the full year’s fee earned in 2020.
(7) All directors volunteered a 20% reduction in their salaries and fees for four months from April to July 2020.
110 | Rightmove plc | Annual Report 2022
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 (as at 31 December 2022) 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.
The Company believes the median pay ratio is consistent with the pay, reward and progression policies for the Company’s UK
employees taken as a whole. The pay ratio has decreased between 2021 and 2022 as more of the CEO’s pay is performance linked.
All employees
Year
2022
2021
2020
Method
Option A
Option A
Option A
CEO’s total
remuneration(1)
1,399,774(2)
1,673,673
960,827
25th percentile
Median
75th percentile
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
30,844
26,730
29,854
56,394
49,386
51,155
81,168
72,203
73,266
46
63
32
24
34
19
17
23
13
(1) The CEO’s total remuneration comprises salary, benefits, bonus and the value of long-term incentives, including PSP awards. The 2020 total remuneration figure has been
restated for vested PSP and Sharesave awards.
(2) For 2022, the salary component of total pay and benefits was £25,522 at the 25th percentile, £52,525 at median, and £66,301 at the 75th percentile.
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 6)
Dividends paid to shareholders (refer Note 11)
Purchase of own shares (refer Note 21)
Income tax (refer Note 9)
Average number of employees (refer Note 7)(1)
Revenue
Operating profit
Year ended
31 December 2022
Year ended
31 December 2021
£45,474,000
£67,679,188
£37,974,000
£64,494,000
% change
29%
5%
£129,980,976
£174,369,000
(25%)
£45,601,000
£42,555,000
647
572
£332,622,000
£304,886,000
£241,343,000
£226,100,000
7%
13%
9%
7%
(1) The average number of employees includes Executive Directors and Group employees.
Application of Policy for the year ending
31 December 2023
this report. The rationale for the CFO’s salary increase is also
outlined earlier in this report.
Salaries
The Executive Directors’ salaries for the 2023 financial year are
set out in the table below:
Salary
1 January 2023
Salary
31 December 2022
Change
Executive Directors
Peter Brooks-Johnson
Alison Dolan
£531,196
£450,000
Johan Svanstrom
£600,000*
£531,196
£405,717
–
0%
11%
–
There is no proposed salary increase for Peter Brooks-Johnson
given that he is stepping down from the Board on 6 March 2023.
The context behind the new CEO’s salary is outlined earlier in
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. Alison Dolan, CFO participated 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.
*salary on appointment
Rightmove plc | Annual Report 2022 | 111
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Long-term incentives
Awards to Executive Directors under the PSP in 2023 will
be consistent with the 2023 Remuneration Policy, with
a maximum bonus opportunity of 175% of base salary.
The awards will again be subject to a mixture of EPS (50%)
and relative TSR (50%) performance conditions and subject
to a two-year holding period. The 2023 targets are as follows:
EPS performance condition
The Group’s EPS growth will be measured over the period of
three financial years (2023 to 2025). The EPS figure used will
be equivalent to the Group’s underlying EPS(1). 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 2023 awards:
Underlying EPS growth
from 2023 to 2025(2)
Less than 24%
24%
31%
% of award vesting
(maximum 50%)
0%
12.5%
50%
Between 24% and 31%
Straight-line vesting
(1) Underlying earnings per share is defined as underlying profit (profit for the year
before share-based payments charges, including the related National Insurance
and appropriate tax adjustments), divided by the weighted average number of
ordinary shares in issue for the period.
(2) The benchmark underlying EPS for the financial year 2022 from which these
targets will be measured is 23.8p.
The targets that are intended to operate for the 2023 PSP
awards are considered to be demanding in light of the current
trading environment, the Group’s starting position, internal
financial planning, external market expectations for future
growth and the corporation tax increase anticipated to be
effective from 1 April 2023. 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.
Governance | Directors’ remuneration report continued
Annual bonus
As set out earlier, the maximum bonus opportunity will remain
at 175% of salary and be subject to deferral (40% cash and
60% shares).
The performance measures for 2023 have been selected to
reflect a range of financial and strategic targets that support
Rightmove’s key objectives. The Committee will continue to
use underlying operating profit(1) as an appropriate
performance measure for 2023 bonus awards.
The performance measures and weightings for the 2023
financial year are as follows:
Measure
As a % of maximum bonus opportunity
Financial target
Underlying operating profit(1)
Strategic targets
Traffic market share(2)
Rental services(3)
Financial Services(4)
Employee engagement
(with ESG underpins)(5)
60%
15%
10%
10%
5%
(1) Underlying operating profit is defined as operating profit before share-based
payments charges (including the related National Insurance)
(2) Time spent on Rightmove platforms, relative to our nearest competitors (Zoopla.co.uk
and PrimeLocation.com). Comscore MMX® Desktop only + Comscore Mobile Metrix®
Mobile Web & App, Total Audience, Custom-defined list of Rightmove Sites,
RIGHTMOVE.CO.UK, ZOOPLA.CO.UK, PRIMELOCATION.COM.
(3) Based on number of references delivered by Rental Services.
(4) Based on volume of Mortgage outcomes delivered by Rightmove Financial
Services.
(5) ESG (5%): comprised of two ‘underpinning’ elements Environmental (accelerate
progress on Rightmove’s strategy to reduce Scope 1 carbon emissions by
achieving 50% ULEV fleet by end the of 2023) and Governance (ensure
governance is embedded within the organisation with over 16 hours of mandatory
training completed during the year per employee). If those two thresholds are met,
the quantum of the award will be based on the ‘Have Your Say’ survey (a Social
measure): 25% of this element is awarded for 87% of respondents thinking
Rightmove is a great place to work in the Annual ‘Have Your Say Survey’, and 100%
is awarded for 95% of respondents thinking Rightmove is a great place to work.
The performance measures have not materially changed from
2022 reflecting the Group’s strategic focus on its Mortgage
proposition and Rental Services. The employee engagement
measure has been developed further to incorporate ESG
underpins. The financial target weighting is 60% for underlying
operating profit and 40% for key operational performance
indicators (traffic, references, mortgages and employee
engagement (with ULEV fleet and training underpins)).
The specific financial targets for the 2023 financial year are
commercially sensitive. However, retrospective disclosure
of the actual targets and performance against them will be
provided as usual in the 2023 Remuneration Report, to the
extent that they do not remain commercially sensitive at
that time.
112 | Rightmove plc | Annual Report 2022
Relative TSR performance condition
The vesting schedule for the relative TSR element of Executive
Directors’ 2023 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.
Chair and Non–Executive Directors’ fees
The Board have considered a review of Non-Executive fees
which indicated that the fees for our Non-Executive Directors
were low relative to the market for the time commitment
required including for the Group’s regulated subsidiaries. It was
therefore agreed that the fees for the Chair (further context is
provided in in the Remuneration Committee Chair’s letter),
the Non-Executive Directors and the Senior Independent
Director’s fee should increase as shown in the table below.
The Chair’s and Non-Executive Directors’ fees for 2023 are set
out in the table below:
Role
Chair
Non-Executive Director (basic fee)
Committee Chair (excluding the
Nomination Committee)
2022 Fees
£
2023 Fees
£
208,060
275,000
57,217
15,605
65,000
15,605
Senior Independent Director
10,300
12,600
Details of the fees paid to Directors in 2022 can be found
earlier in this report.
Shareholder voting on the Remuneration Policy and Annual Report
At the AGM on 6 May 2022, shareholders again voted overwhelmingly in favour of 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 Directors’ Remuneration Report at the 2022 AGM and the
Remuneration Policy at the 2020 AGM:
Directors’ Remuneration Report
Remuneration Policy (2020)
566,927,070
670,870,673
97.35
94.18
15,459,054
41,468,750
2.65
5.82
10,050,042
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 2023 remuneration proposals.
Lorna Tilbian
Chair, Remuneration Committee
2 March 2023
Rightmove plc | Annual Report 2022 | 113
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Share capital and Shareholder Voting Rights
The shares in issue, including 12,185,222 shares of 0.1p held in
treasury (2021: 12,480,472 shares) at the year-end amounted
to 837,401,085 shares of 0.1p (2021: 859,567,232 shares),
with a nominal value of £837,401 (2021: £859,678).
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
£241.3m (2021: £226.1m). The Directors are recommending
a final dividend for the year of 5.2 pence per share (2021: 4.8p)
amounting to £42.9m (2021: £40.3m). The interim dividend for
2022 was 3.3p per share (2021: 3.0p) bringing the total
dividend for the year to 8.5p per share (2021: 7.8p).
Subject to shareholder approval at the Annual General
Meeting (AGM) on 5 May 2023, the final dividend will be paid
on 26 May 2023 to shareholders on the register of members
at the close of business on 28 April 2023.
Share buyback
The Company’s share buyback programme continued during
2022 and of the 10% authority granted by shareholders at the
2022 AGM, a total of 22,277,147 shares (2021: 26,709,384
shares) were purchased in the year to 31 December 2022,
being 2.7% (2021: 3.1%) of the shares in issue (excluding
shares held in treasury) at the time the authority was granted.
The average price paid per share was £5.83 (2021: £6.53 per
share) with a total consideration paid (excluding all costs) of
£129,980,976 (2021: £174,369,302).
Since January 2008, 481,652,995 shares have been purchased
in total; 12,185,222 shares were held in Treasury as at
31 December 2022, the remainder of which were cancelled.
A resolution seeking to renew this authority will be put to
shareholders at the AGM on 5 May 2023.
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 2022.
The Directors’ Report includes these pages, the sections of
the Annual Report referred to in 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 2 to 59. The Act
requires this Annual Report to present a fair, balanced and
understandable view of Rightmove’s business during the year
ended 31 December 2022 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 Section 172 Statement: Working with our Stakeholders 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,
Johan Svanstrom, Lorna Tilbian and Amit Tiwari.
Biographies of each Director can be found in the
Corporate Governance Report.
114 | Rightmove plc | Annual Report 2022
Shares held in trust
As at 31 December 2022, 1,375,963 shares (2021: 1,518,418
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 2022 of £1,376 (2021: £1,158)
and a market value of £7,031,171 (2021: £9,209,423). The
shares held by the EBT may be used to satisfy share-based
incentives for the Group’s employee share plans. During 2022,
115,233 shares (2021: 237,058 shares) were transferred to
Group employees following the exercise of share options
under the Sharesave plan and the Restricted Share Plan.
The resolutions being proposed at the 2023 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 2023 AGM.
Additionally, 99,476 shares (2021: 148,147 shares) were
purchased by the EBT for transfer to the Rightmove Share
Incentive Plan Trust (SIP). The terms of the EBT provide that
dividends payable on the shares held by the EBT are waived.
As at 31 December 2022, 930,592 shares (2021: 787,000
shares) were held by the SIP for the benefit of Group
employees. These shares had a nominal value at 31 December
2022 of £931 (2021: £787) and a market value of £4,755,325
(2021: £6,256,650). 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, 85,133 shares
(2021: 139,000 shares) were transferred to Group employees
under the SIP rules. Additionally, 128,774 shares (2021: 20,278)
were purchased by the SIP to partly satisfy the all employee
Free Share Award in December 2022.
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 (2021: £nil). Details of the Group’s charitable
donations are set out in the Sustainability Report.
Annual General Meeting
The AGM of the Company will be held at the offices of
UBS, 5 Broadgate, London EC2M 2QS on 5 May 2023 at 10am.
The Notice of Annual General Meeting will be published in
March 2023.
Auditor
A resolution to re-appoint Ernst & Young LLP (EY) as the
auditor of the Group will be proposed in the Notice of AGM
(2023). In accordance with section 489 of the Act, separate
resolutions for the appointment of EY and for the Audit
Committee to determine the auditor’s remuneration will
be proposed.
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 2022 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.
Rightmove plc | Annual Report 2022 | 115
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Directors’ report continued
Shareholder
Kayne Anderson
Rudnick
Investment
Management, LLC
BlackRock Inc
Marathon Asset
Management LLP (2)
Baillie Gifford & Co(2)
Standard Life
Aberdeen(2)
Generation
Investment
Management LLP(2)
Axa Investment
Managers SA(2)
Nature of holding
Direct
American Depository
Receipts
Total voting
rights
55,827,589
% of total
voting
rights(1)
6.76%
36,090,988
4.37%
Indirect
American Depository
Receipts
Stock Lending
Indirect
68,416,171
212,338
2,713,518
42,877,709
8.29%
0.03%
0.33%
5.20%
Indirect
Indirect
58,736,140
7.12%
45,307,190
5.49%
Other Information
Information
Location in Annual Report
Financial instruments and
financial risk management
Notes 3 and 24, Financial
Statements
Appointment, removal and
powers of Directors
Future developments of the
Group’s business
Employee engagement
Employee share schemes
Corporate Governance Report
Strategic Report(1)
Strategic Report:
Sustainability Report(1)
Strategic Report: Sustainability
Report(1) and Directors’
Remuneration Report
Health and safety and
employee-related policies
including diversity and disability
Strategic Report:
Sustainability Report(1)
Indirect
Indirect
Contracts for
difference
45,181,680
44,413,780
5.47%
5.38%
Movements in share capital
Note 21, Financial Statements
Share-based incentives
Note 23, Financial Statements
376,620
0.05%
Long-term incentive plans
Directors’ Remuneration Report
(1) The above percentages are based upon the voting rights share capital (being the
shares in issue less shares held in treasury) of 825,252,865 as at 2 March 2023.
Energy and Greenhouse
Gas Report
Strategic Report:
Sustainability Report(1)
Fair, balanced and
understandable
Audit Committee report
and Directors’ statement of
responsibilities
Directors’ indemnities
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
2 March 2023.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Officer
2 March 2023
(2) Date of notification preceded the 2022 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 25 to the
financial statements.
Post-balance sheet events
There have been no balance sheet events since the end of
the 2022 financial year.
Branches
Neither the Company nor its subsidiaries have branches
outside the UK.
116 | Rightmove plc | Annual Report 2022
Governance | Directors’ responsibilities statement
Statement of directors’ responsibilities in respect of
the financial statements
The directors are responsible for preparing the annual report
and the financial statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have elected to prepare the group and parent company
financial statements in accordance with UK-adopted
international accounting standards (“IFRSs”). 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 the company and of the
profit or loss of the group and the company for that period.
In preparing these financial statements the directors are
required to:
• select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors and then apply them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the group and company financial
position and financial performance;
• in respect of the group financial statements, state whether
UK-adopted international accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
• in respect of the parent company financial statements, state
whether UK-adopted international accounting standards
have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company and
the group will continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company’s
and group’s transactions and disclose with reasonable
accuracy at any time the financial position of the company and
the group and enable them to ensure that the company and
the group financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the
assets of the group and parent company and group and hence
for taking reasonable steps for the prevention and detection of
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 comply 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.
The directors confirm, to the best of their knowledge:
• that the consolidated financial statements, prepared in
accordance with UK-adopted international accounting
standards give a true and fair view of the assets, liabilities,
financial position and profit of the parent company and
undertakings included in the consolidation taken as a whole;
• that the annual report, including the strategic report, includes
a fair review of the development and performance of the
business and the position of the company and undertakings
included in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties that they
face; and
• that they consider the annual report, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the company’s
position, performance, business model and strategy.
Signed on behalf of the Board:
Peter Brooks-Johnson
Chief Executive Officer
Alison Dolan
Chief Financial Officer
2 March 2023
Rightmove plc | Annual Report 2022 | 117
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Independent auditor’s report to the members of Rightmove plc
Opinion
In our opinion:
• Rightmove plc’s Group financial statements and parent
company financial statements (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 2022 and of the
Group’s profit for the year then ended;
• the Group financial statements have been properly prepared
in accordance with UK adopted international accounting
standards;
• the parent company financial statements have been properly
prepared in accordance with UK adopted international
accounting standards as applied in accordance with section
408 of the Companies Act 2006; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements of Rightmove plc
(the ‘parent company’) and its subsidiaries (the ‘Group’) for the
year ended 31 December 2022 which comprise:
Group
Parent company
Consolidated statement of
financial position
Company statement of
financial position
Consolidated statement of
comprehensive income for the
year then ended
Company statement of
changes in shareholders’
equity for the year then
ended
Consolidated statement of cash
flows for the year then ended
Company Statement of cash
flows for the year then ended
Consolidated statement of
changes in shareholders’ equity for
the year then ended
Related notes 1 to 27 to the
financial statements
including a summary of
significant accounting
policies
Related notes 1 to 27 to the
financial statements, including
a summary of significant
accounting policies
The financial reporting framework that has been applied in
their preparation is applicable law and UK adopted international
accounting standards and as regards the parent company
financial statements, as applied in accordance with section 408
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in
the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the Group and parent in accordance
with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the parent
company and we remain independent of the Group and the
parent company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the Group and
parent company’s ability to continue to adopt the going
concern basis of accounting included:
• We understood the process undertaken by management to
perform the going concern assessment, including any
impacts of the macroeconomic environment;
• We obtained management’s going concern assessment,
including the cash flow forecasts for the going concern
period to 30 June 2024;
118 | Rightmove plc | Annual Report 2022
• We assessed the reasonableness of all key assumptions,
namely revenue performance per revenue stream and
operating margin. This has been performed by:
- checking the arithmetical and logical accuracy of
management’s model;
- agreeing opening cash to the audited 2022 position;
- assessing the historical forecasting accuracy of the Group
by comparing actual revenue and operating profit to
forecast for the previous five years;
- comparing the revenue forecasts to the recurring revenues
generated in 2022, planned price increases and historical
customer churn levels; and
- checking for consistency of the forecasts with other areas
of the audit including impairment assessment.
• We compared current trading performance to
management’s going concern forecast by obtaining the
latest available management accounts to identify any issues
with current trading and cashflows;
• We also considered the impact of Rightmove’s climate
commitments on the cash flow forecasts;
• We recalculated the results of the sensitivity testing
performed by management to determine the impact of
reasonably possible fluctuations in key assumptions on the
Group’s available liquidity;
• We compared the reduction in revenues assumed in the
most severe scenario presented by management, to the
revenue declines demonstrated during recent economic
crises/COVID-19. We have also compared the forecast result
to reports from analysts;
• We performed reverse stress testing to establish the level of
change in revenue necessary to cause a liquidity breach and
considered the likelihood of such a change;
• We considered the further mitigating actions available to the
Group, such as reducing marketing and headcount costs. We
have also considered the feasibility of management being
able to execute such mitigating actions, when considering
the likelihood of the reverse stress testing scenario; and
• We reviewed the appropriateness of management’s going
concern disclosure in describing its ability to continue to
operate as a going concern from the date of approval of the
financial statements to 30 June 2024.
We observed that in management’s base case and in the
downside sensitivities that there is liquidity headroom without
taking the benefit of any identified controllable mitigations.
Furthermore, management’s reverse stress test scenario to
model the extent of revenue reduction compared to forecasts
required to exhaust available liquidity during the going concern
assessment period is considered by the Directors to be
remote.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group and parent company’s ability to continue as a going
concern for the period to 30 June 2024.
In relation to the Group and parent company’s reporting on
how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation
to the directors’ statement in the financial statements about
whether the directors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report. However, because not all future events
or conditions can be predicted, this statement is not a
guarantee as to the Group’s ability to continue as a going
concern.
Overview of our audit approach
Audit scope
• We performed an audit of the complete financial
information of three components.
• The components where we performed full audit
procedures accounted for 99% of Profit before
tax, 99% of Revenue and 98% of Total assets.
Revenue Recognition
• Overall group materiality of £12.0m which
represents 5% of Profit before tax.
Key audit
matters
Materiality
Rightmove plc | Annual Report 2022 | 119
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Auditor’s report continued
An overview of the scope of the parent company and
Group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and
our allocation of performance materiality determine our audit
scope for each company within the Group. Taken together, this
enables us to form an opinion on the consolidated financial
statements. We take into account size, risk profile, the
organisation of the Group and effectiveness of group-wide
controls, changes in the business environment, the potential
impact of climate change and other factors such as recent
Internal audit results when assessing the level of work to be
performed at each company.
In assessing the risk of material misstatement to the Group
financial statements, and to ensure we had adequate
quantitative coverage of significant accounts in the financial
statements, of the five reporting components of the Group,
we selected three components covering entities within the
United Kingdom, which represent the principal business units
within the Group.
Of the three components selected, we performed an audit of
the complete financial information of three components (“full
scope components”) which were selected based on their size
or risk characteristics.
The reporting components where we performed audit
procedures accounted for 99% of the Group’s Profit before
tax, 99% of the Group’s Revenue and 98% of the Group’s Total
assets.
Of the remaining two components that together represent
1% of the Group’s Profit before tax, none are individually
greater than 1% of the Group’s Profit before tax. For these
components, we performed other procedures, including
analytical review, testing of consolidation journals and
intercompany eliminations, and testing cash confirmations to
respond to any potential risks of material misstatement to the
Group financial statements.
Involvement with component teams
All audit work performed for the purposes of the audit was
undertaken by the Group audit team.
Changes from prior year
There are no significant changes in scoping in comparison to
the scoping performed by the predecessor auditor.
Climate change
There has been increasing interest from stakeholders as to
how climate change will impact companies. The Group has
assessed the future impact from transitional risks (such as
customer demand for greater environmental diligence and
heating regulations) and physical risks (such as extreme
weather on data centres). These are explained on pages 41-42
in the required Task Force for Climate related Financial
Disclosures. They have also explained their climate
commitments on pages 43-45. All of these disclosures form
part of the “Other information”, rather than the audited
financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether
they are materially inconsistent with the financial statements
or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated, in line with our
responsibilities on “Other information”.
120 | Rightmove plc | Annual Report 2022
In planning and performing our audit we assessed the
potential impacts of climate change on the Group’s business
and any consequential material impact on its financial
statements.
As explained in Note 1 General information, judgements and
estimates to the consolidated financial statements, the Group
concluded that there were no factors identified that would
have a material impact on the Group’s financial reporting
judgements and estimates in the current year. Governmental
and societal responses to climate change risks are still
developing, and are interdependent upon each other, and
consequently financial statements cannot capture all possible
future outcomes as these are not yet known.
Our audit effort in considering climate change was focused on
the adequacy of the Group’s disclosures in the financial
statements and their conclusion that no issues were identified
that would impact the financial statements for Rightmove plc.
We also challenged the Directors’ considerations of climate
change risks in their assessment of going concern and viability
and associated disclosures.
Based on our work we have not identified the impact of climate
change on the financial statements to be a key audit matter or
to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most
significant assessed risks of material misstatement (whether
or not due to fraud) that we identified. These matters included
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. These matters were
addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do
not provide a separate opinion on these matters.
Key observations
communicated to the Audit
Committee
Based on our procedures
performed, we concluded that
revenue recognised in the year,
and revenue deferred as at
31 December 2022, was
appropriate.
Risk
Our response to the risk
Revenue recognition
(£332.6m, 2021: £304.9m)
Refer to the Audit Committee
Report (page 73); Accounting
policies (page 135-136); and
Note 4 of the Consolidated
Financial Statements (page
143)
The Group reported revenues
of £332.6m for the year
ended 31 December 2022.
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 is a risk that revenue is
recognised incorrectly, as a
result of fraud/error
particularly where manual
journal entries are posted.
Management reward and
incentive schemes based on
achieving profit targets may
also place pressure on
management to manipulate
revenue recognition.
Walkthroughs and controls
• We performed walkthroughs of each significant class of
revenue transactions and assessed the design effectiveness
of key financial controls, however, we did not test the operating
effectiveness of these controls.
Revenue recognition
• We adopted a data analysis approach in relation to revenue and
receivables. Our procedures involved testing full populations of
transaction data for all significant revenue streams and
included correlation analysis between invoiced revenue,
receivables and cash journals, as well as analysis of credit notes.
Where the postings did not follow our expectation, we
investigated and assessed their validity by agreeing a sample of
transactions back to source documentation.
• To support the data analytics procedures we tested a sample
of the data inputs against 3rd party evidence, such as the
contract with the customer, which we compared to the
accounting policies in order to assess the appropriateness of
revenue recognition.
• In respect of deferred income, we tested a sample of
transactions to determine that the amount of revenue
recognised in the year and the amount deferred at the balance
sheet date were accurate.
• We have performed cut-off testing for a sample of revenue
items and credit notes booked either side of the year end date
to determine that revenue was recognised in the period in
which the performance obligation was fulfilled.
Management override
• We performed specific procedures to address the risk of
management override, including testing to identify unusual,
new or significant transactions or contractual terms and
targeted journal entry testing over manual journal entries.
Rightmove plc | Annual Report 2022 | 121
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Auditor’s report continued
Rightmove plc’s previous external auditor also reported a key
audit matter in relation to revenue recognition. They also
reported a key audit matter in relation to the risk of impairment
of the investments held by Rightmove plc, within the parent
company financial statements. We have not designated this as
a key audit matter, given it doesn’t give rise to a higher risk of
material misstatement, nor did it consume a significant
amount of audit effort given the carrying value of investments
compared to the Group’s market capitalisation.
Our application of materiality
We apply the concept of materiality in planning and performing
the audit, in evaluating the effect of identified misstatements
on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually
or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements.
Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Group to be £12m, which is
5% of Profit before tax. We believe that Profit before tax
provides us with the most relevant performance measures to
the stakeholders of the entity.
We determined materiality for the Parent Company to be
£10.7m, which is 2% of net assets.
During the course of our audit, we reassessed initial materiality
with the only change in the final materiality from our original
assessment at planning being to reflect the actual reported
performance of the Group in the year.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment, our
judgement was that performance materiality was 50% of our
planning materiality, namely £6.0m. We have set performance
materiality at this percentage due to this being the first period
for which we are performing the audit.
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit Committee that we would report to
them all uncorrected audit differences in excess of £0.6m,
which is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in
light of other relevant qualitative considerations in forming our
opinion.
Other information
The other information comprises the information included in
the annual report set out on pages 1 to 117, other than the
financial statements and our auditor’s report thereon. The
directors are responsible for the other information contained
within the annual report.
122 | Rightmove plc | Annual Report 2022
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based
on the work we have performed, we conclude that there is a
material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group
and the parent company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us 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.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to
going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Group
and company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
Rightmove plc | Annual Report 2022 | 123
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Governance | Auditor’s report continued
• Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified set out on page 29;
• Directors’ explanation as to its assessment of the company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 29;
• Director’s statement on whether it has a reasonable
expectation that the Group will be able to continue in
operation and meets its liabilities set out on page 29;
• Directors’ statement on fair, balanced and understandable
set out on page 74;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 25;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control
systems set out on pages 23 to 25; and
• The section describing the work of the audit committee set
out on pages 71 to 78.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 117, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for 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 the directors 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 for the audit of the
financial statements
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 an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities,
including fraud. The risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
However, the primary responsibility for the prevention and
detection of fraud rests with both those charged with
governance of the company and management.
• We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and determined
that the most significant are those that relate to the
reporting framework (IFRS, the Companies Act 2006 and UK
Corporate Governance Code), the relevant tax compliance
regulations in the UK, FCA compliance for certain of the
Group’s activities and the UK General Data Protection
Regulation (GDPR).
124 | Rightmove plc | Annual Report 2022
• We understood how Rightmove plc is complying with those
frameworks by making enquiries of management, internal
audit, those responsible for legal and compliance procedures
and the company secretary to establish whether there is a
culture of honesty and ethical behaviour and whether a
strong emphasis is placed on fraud prevention, which may
reduce opportunities for fraud to take place, and fraud
deterrence, which could persuade individuals not to commit
fraud because of the likelihood of detection and punishment.
Other matters we are required to address
• Following the recommendation from the audit committee,
we were appointed by the company on 6 May 2022 to audit
the financial statements for the year ending 31 December
2022 and subsequent financial periods.
The period of total uninterrupted engagement including
previous renewals and reappointments is one year, covering
the year ending 2022.
• We assessed the susceptibility of the Group’s financial
• The audit opinion is consistent with the additional report to
the audit committee.
Use of our report
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. 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 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.
Anup Sodhi
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Luton
2 March 2023
statements to material misstatement, including how fraud
might occur by meeting with management from various
parts of the business to understand where it considered
there was susceptibility to fraud. We also considered the
susceptibility to management bias relating to performance
targets and the opportunity for management to manage
earnings or influence the perceptions of analysts. We
considered the programs and controls that the Group has
established to address risks identified, or that otherwise
prevent, deter and detect fraud; and how senior
management monitors those programs and controls. Where
the risk was considered to be higher, we performed audit
procedures to address each identified fraud risk. These
procedures included the procedures listed for the Key Audit
Matter above, testing manual journals and were designed to
provide reasonable assurance that the financial statements
were free from fraud or error.
• Based on this understanding we designed our audit
procedures to identify non-compliance with such laws and
regulations. Our procedures involved management enquiries,
review of legal correspondences, journal entry testing, and
review of board meeting minutes.
A further description of our responsibilities for the audit of the
financial statements is located on the Financial Reporting
Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Rightmove plc | Annual Report 2022 | 125
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Consolidated statement of comprehensive income for the year ended 31 December 2022
Revenue
Other income
Administrative expenses
Operating profit
Operating profit before share-based incentive charges
Share-based incentive charge
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
The accompanying notes form part of these financial statements.
Note
4
20
5
1
23
7
8
9
10
10
2022
£000
2021
£000
332,622
304,886
–
(91,279)
2,407
(81,193)
241,343
226,100
245,412
(4,069)
230,965
(4,865)
381
(442)
(61)
20
(471)
(451)
241,282
(45,601)
225,649
(42,555)
195,681
183,094
195,681
183,094
23.4
23.4
21.3
21.3
126 | Rightmove plc | Annual Report 2022
Consolidated statement of financial position as at 31 December 2022
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
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities
Provisions
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
The accompanying notes form part of these financial statements.
Note
12
13
15
16
4
17
17
18
19
4
20
19
20
21
2022
£000
10,429
22,074
1,460
2021
£000
11,990
21,141
2,169
33,963
35,300
26,614
454
593
5,047
35,089
23,112
120
1,057
5,003
42,985
67,797
72,277
101,760
107,577
(20,874)
(2,327)
(2,325)
–
(22,757)
(2,177)
(2,633)
(61)
(25,526)
(27,628)
(7,242)
(829)
(8,832)
(585)
(8,071)
(9,417)
(33,597)
(37,045)
68,163
70,532
838
594
66,731
860
572
69,100
68,163
70,532
The financial statements were approved by the Board of directors on 2 March 2023 and were signed on its behalf by:
Peter Brooks-Johnson
Director
Alison Dolan
Director
Rightmove plc | Annual Report 2022 | 127
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Company statement of financial position as at 31 December 2022
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)
Note
14
15
18
21
Total equity attributable to the equity holders of the Parent
The profit for the year of the Company was £194,391,000 (2021: £264,764,000).
The accompanying notes form part of these financial statements.
Registered Company number: 6426485
2022
£000
2021
£000
563,896
478
560,740
481
564,374
561,221
564,374
561,221
(27,648)
(22,981)
(27,648)
(22,981)
536,726
538,240
838
130,862
405,026
860
127,684
409,696
536,726
538,240
The financial statements were approved by the Board of directors on 2 March 2023 and were signed on its behalf by:
Peter Brooks-Johnson
Director
Alison Dolan
Director
128 | Rightmove plc | Annual Report 2022
Consolidated statement of cash flows for the year ended 31 December 2022
Note
2022
£000
2021
£000
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation charges
Amortisation charges
Financial income
Financial expenses
Non-cash gain and movements in other provisions
Share-based payments
Income tax expense
Operating cash flow before changes in working capital
(Increase)/decrease in trade and other receivables
(Decrease)/increase in trade and other payables
Increase/(decrease) in provisions
(Increase)/decrease in contract assets
(Decrease)/increase 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
Increase in money market deposits
Acquisition of property, plant and equipment
Acquisition of intangible assets
Net cash used in investing activities
Cash flows used in financing activities
Dividends
Purchase of own shares for cancellation
Purchase of own shares for share incentive plans
Cost incurred on purchase of own shares
Payment of principal portion of lease liabilities
Proceeds on exercise of share-based incentives
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
12
13
7
8
23
9
16
18
20
4
4
17
12
13
11
21
22
21
19
195,681
183,094
3,504
1,082
(381)
442
–
4,179
45,601
3,448
991
(20)
471
(84)
3,923
42,555
250,108
234,378
(3,456)
(1,883)
39
(334)
(308)
338
3,832
(2,989)
214
1,063
244,166
236,836
(451)
(45,622)
(209)
(41,611)
198,093
195,016
305
(44)
(835)
(2,015)
23
(5,003)
(700)
(19)
(2,589)
(5,699)
(67,679)
(129,981)
(2,898)
(933)
(2,391)
482
(64,447)
(174,369)
(1,284)
(1,224)
(2,464)
766
(203,400)
(243,022)
(7,896)
42,985
(53,705)
96,690
Cash and cash equivalents at 31 December
17
35,089
42,985
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2022 | 129
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Company statement of cash flows for the year ended 31 December 2022
Note
25
23
Cash flows from operating activities
Profit for the year
Adjustments for:
Dividends
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
17
The accompanying notes form part of these financial statements.
2022
£000
2021
£000
194,391
264,764
(198,541)
226
879
(858)
(268,338)
238
762
(1,078)
(3,903)
(3,652)
3,903
3,652
–
–
–
–
–
–
–
–
130 | Rightmove plc | Annual Report 2022
Consolidated statement of changes in shareholders’ equity for the year ended 31 December 2022
At 1 January 2021
887
(11,552)
407
138
133,265
123,145
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
Dividends
Exercise of share-based awards
Purchase of shares for share incentive plans
Cancellation of own shares
Costs of shares purchases
At 31 December 2021
At 1 January 2022
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
Dividends
Exercise of share-based incentives
Purchase of shares for share incentive plans
Cancellation of own shares
Costs of share purchases
23
9
11
22
22
21
21
23
9
11
22
22
21
21
–
–
–
–
–
–
(27)
–
–
–
–
–
1,248
(1,284)
–
–
860
(11,588)
860
(11,588)
–
–
–
–
–
–
(22)
–
–
–
–
–
588
(2,898)
–
–
–
–
–
–
–
–
27
–
434
434
–
–
–
–
–
–
22
–
–
183,094
183,094
–
–
–
–
–
–
–
3,923
3,923
928
(64,447)
(482)
–
(174,369)
(1,224)
928
(64,447)
766
(1,284)
(174,369)
(1,224)
138
80,688
70,532
138
80,688
70,532
–
195,681
195,681
–
–
–
–
–
–
–
4,179
4,179
(1,220)
(67,679)
(106)
–
(129,981)
(933)
(1,220)
(67,679)
482
(2,898)
(129,981)
(933)
At 31 December 2022
838
(13,898)
456
138
80,629
68,163
The accompanying notes form part of these financial statements.
Rightmove plc | Annual Report 2022 | 131
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Company statement of changes in shareholders’ equity for the year ended 31 December 2022
At 1 January 2021
887
(9,726)
21,019
103,520
395,007
510,707
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
Share-based payments to subsidiary employees
Dividends to shareholders
Transfer of shares to SIP
Exercise of share-based incentives
Cancellation of own shares
Costs of share purchases
At 31 December 2021
At 1 January 2022
Total comprehensive income
Profit for the year
Transactions with owners recorded directly in equity
Share-based payments
Tax charge in respect of share-based incentives
recognised directly in equity
Share-based payments to subsidiary employees
Dividends to shareholders
Transfer to or Purchase of shares for the SIP
Exercise of share-based incentives
Cancellation of own shares
Costs of share purchases
23
9
14
11
21
21
23
9
14
11
21
21
–
–
–
–
–
–
–
(27)
–
–
–
–
–
–
(1,284)
975
–
–
–
–
–
3,118
–
–
–
27
–
–
264,764
264,764
–
–
–
–
–
–
–
–
762
762
211
–
(64,447)
–
(975)
(174,369)
(1,222)
211
3,118
(64,447)
(1,284)
–
(174,369)
(1,222)
860
(10,035)
24,164
103,520
419,731
538,240
860
(10,035)
24,164
103,520
419,731
538,240
–
–
–
–
–
–
(22)
–
–
–
–
–
–
(1,238)
529
–
–
–
3,156
–
–
–
22
–
194,391
194,391
–
–
–
–
–
–
–
–
879
879
(123)
–
(67,679)
–
(529)
(129,981)
(919)
(123)
3,156
(67,679)
(1,238)
–
(129,981)
(919)
At 31 December 2022
838
(10,744)
27,342
103,520
415,770
536,726
The accompanying notes form part of these financial statements.
132 | Rightmove plc | Annual Report 2022
Notes forming part of the financial statements
1 General information, judgements and estimates
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 2022 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 2022 are available upon request from 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
UK-adopted international accounting standards (“IFRS”). The consolidated financial statements were authorised for issue by the
Board of directors on 2 March 2023.
Basis of preparation
The accounts have been prepared in accordance with UK-adopted international accounting standards and 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 section 408 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 financial statements
have been prepared on an historical cost basis.
Climate change
In preparing the financial statements, the Directors have considered the impact of climate change, particularly in the context of
the climate change risks identified in the Sustainability section of the Strategic Report and the Group’s stated target of net zero
carbon emissions by 2040. These considerations did not have a material impact on the financial reporting judgements and
estimates in the current year. This reflects the conclusion that climate change is not expected to have a significant impact on
the Group’s short-term or medium-term cash flows including those considered in the going concern and viability assessments,
impairment assessments of the carrying value of non-current assets and the estimates of future profitability used in our
assessment of the recoverability of deferred tax assets.
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.
Alternative performance measures
In the analysis of the Group’s financial performance, certain information disclosed in the financial statements may be prepared
on a non-GAAP basis or has been derived from amounts calculated in accordance with IFRS but are not themselves an expressly
permitted GAAP measure. These measures are reported in line with the way in which financial information is analysed by
management and designed to increase comparability of the Group’s year-on-year financial position, based on its operational
activity. The key alternative performance measures presented by the Group are:
• Underlying profit: which is defined as profit for the year before share-based payments charges (including the related National
Insurance and appropriate tax adjustments);
• Underlying earnings per share (EPS): which is defined as underlying profit divided by the weighted average number of ordinary
shares outstanding during the period;
• Underlying operating profit: which is defined as operating profit before share-based payments charges (including the related
National Insurance);
• Underlying costs: which is defined as administrative expenses before share-based payments charges (including the related
National Insurance); and
• Underlying operating margin: which is defined as the underlying operating profit as a percentage of revenue.
The directors believe that these alternative performance measures provide a more appropriate measure of the Group’s business
performance, as share-based payments are a non-cash charge that is not entirely driven by the principal operational activity of the
Group. The directors therefore consider underlying operating profit to be the most appropriate indicator of the performance of
the business and year-on-year trends.
Rightmove plc | Annual Report 2022 | 133
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
1 General information, judgements and estimates continued
A reconciliation of the underlying performance measures to the GAAP measures are shown below:
Underlying profit
A reconciliation of the profit for the year to the underlying profit is presented below:
Profit for the year
Share-based incentives charge
NI on share-based incentives
Impact on tax charge
Underlying profit
2022
£000
195,681
4,179
(110)
(999)
2021
£000
183,094
3,923
942
(1,144)
198,751
186,815
Underlying profit is used instead of profit to calculate the underlying earnings per share: which is underlying profit divided by the
weighted average number of ordinary shares in issue for the period, whereas earnings per share is profit for the year divided by
weighted average number of ordinary shares in issue for the period (Note 10).
Underlying operating profit
A reconciliation of the operating profit to the underlying operating profit is presented below:
Operating profit
Share-based incentives charge
NI on share-based incentives
Underlying operating profit
2022
£000
241,343
4,179
(110)
2021
£000
226,100
3,923
942
245,412
230,965
Underlying operating profit is used to calculate the underlying operating margin: which is underlying operating profit as a
proportion of revenue, whereas the operating margin calculated as operating profit as a proportion of revenue.
Underlying costs
A reconciliation of the administrative expenses to the underlying costs is presented below:
Administration expenses
Share-based incentives charge
NI on share-based incentives
Underlying costs
2022
£000
91,279
(4,179)
110
2021
£000
81,193
(3,923)
(942)
87,210
76,328
Going concern
The directors have performed a detailed going concern review and tested the Group’s liquidity in a range of scenarios, as set
out below.
Throughout the period, the Group was debt-free, remained strongly cash generative and had a cash balance of £35.1m and
money market deposits of £5.0m at 31 December 2022 (31 December 2021: cash balance of £43.0m and money market deposits
of £5.0m).
The Group bought back shares to the value of £130.0m during the period (2021: £174.4m) and paid dividends totaling £67.7m in
May and October 2022 (2021: £64.5m).
134 | Rightmove plc | Annual Report 2022
1 General information, judgements and estimates continued
Going concern continued
In stress testing the future cash flows of the Group, the directors modelled a range of scenarios which considered the effect on
the Group of reductions of varying severity in the number of housing transactions for the period to 30 June 2024 (“the going
concern period”) and modelled the likely timing of cashflows from our customers during the going concern period. These included
severe, but plausible downside scenarios. The model considered the impact of changes in the key drivers of the Group’s revenues,
including customer numbers and average revenue per advertiser (ARPA). In all the scenarios tested, the Group remained cash
positive and debt-free.
The directors are confident that the Group will remain cash positive and will have sufficient funds to continue to meet its liabilities
as they fall due for the period to 30 June 2024 and are therefore prepared the financial statements on a going concern basis.
Judgements and estimates
The preparation of the consolidated and Company financial statements in accordance with UK Adopted International accounting
standards and the requirements of Companies Act 2006 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
New and revised standards and interpretations
There were no new standards adopted by the Group during the year.
The IASB have issued some amendments to IFRS that become mandatory in a subsequent accounting period. The Group has
evaluated these changes and assessed that there are no standards that are issued, but not yet effective, that would be expected
to have a material impact on the Group in the current or future reporting periods nor on foreseeable future transactions.
Existing 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 prior year ended 31 December 2021.
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.
(i) 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 and Built for Rent 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 at which the 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 and Built for Rent developers are billed monthly in arrears.
Rightmove plc | Annual Report 2022 | 135
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Significant accounting policies continued
Customers have the option to enhance their property listings and presence on Rightmove through purchasing additional
advertising products. For products that provide enhanced brand exposure over 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 with a one-off usage basis, 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, on a pro-rata basis, and are taken into
consideration in the transaction price for each product.
(ii) Property products: provision of tenant referencing and insurance broking commission
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 is passed to the customer.
Revenue related to insurance broking commission is generated on the sale of rent guarantee insurance to lettings agents and
landlord customers, where Rightmove acts as an agent. Revenue is recognised at the start date of the insurance policy purchased
and represents the commissions earned.
(iii) 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 on a pro-rata basis 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 as a net amount, reflecting the margin earned.
Contract assets and liabilities
Contract assets relate to the Group’s rights to consideration for services that have been provided at the reporting date.
Contract assets are transferred to receivables when the rights to consideration 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.
Investments
Investment in subsidiaries are held in the parent Company financial statements at cost, plus any capital contribution to the
subsidiaries, less any provision for impairment. Further information is included in Note 14.
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.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is tested annually for impairment.
(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 the income statement as incurred.
136 | Rightmove plc | Annual Report 2022
2 Significant accounting policies continued
Development costs that are directly attributable to the design and testing of identifiable and unique software products, websites
and systems controlled by the Group are capitalised and recognised as intangible assets when the following criteria are met: it is
technically feasible to complete the software product or website so that it will be available for use; management intends to
complete the software product or website and use or sell it; there is an ability to use or sell the software product or website; it can
be demonstrated how the software product or website will generate probable future economic benefits; adequate technical,
financial and other resources to complete the development and to use or sell the software product or website are available; and,
the expenditure attributable to the software product or website during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software product, website or system include employee and contractor
costs. Other development expenditures that do not meet these criteria, as well as ongoing maintenance and costs associated
with routine upgrades and enhancements, are recognised as an expense as incurred. Development costs for software, websites
and systems are carried at cost less accumulated amortisation and are amortised over their useful lives (not exceeding five years)
at the point in which they come into use.
(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) Customer relationships
The customer relationships identified on the acquisition of Rightmove Landlord & Tenant Services are valued using the income
approach, calculating the multi-period excess earnings. Amortisation is expensed in the income statement on a straight-line basis
over the estimated useful economic life as follows:
Customer relationships
10.0% per annum
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
Motor vehicles
Leasehold improvements
20.0% per annum
20.0% – 33.3% per annum
33.3% per annum
remaining life of the lease
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.
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.
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 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.
Rightmove plc | Annual Report 2022 | 137
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Significant accounting policies continued
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of
assets that generate 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 “CGUs”). 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 the income statement. 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.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less. Where the
original maturity exceeds three months, amounts are classified as money market deposits and presented separately within
the Balance Sheet.
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
assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as a
finance cost where material.
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 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 depreciated over the life of the lease term.
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.
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 the income statement 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 the income statement, with a corresponding increase in equity, over the period during
which the employees become unconditionally entitled to acquire equity settled share-based incentives.
138 | Rightmove plc | Annual Report 2022
2 Significant accounting policies continued
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 of the individual shares awarded.
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 the income statement. For awards with market-related performance criteria (such as TSR), an expense is
recognised over the vesting period irrespective of whether the market condition is satisfied.
Share awards to employees are made by the Company and treated as equity settled share-based payments: share-based payments
awards which are shareholder approved schemes (DSP and PSP) are settled via Treasury shares for employees. EBT shares are used
for the non-shareholder approved schemes (RSP) and also for the SAYE shares for those employed or previously employed by the
subsidiary, Rightmove Group Limited, and its subsidiaries; the SIP shares are used to settle the SIP award of free shares to employees.
(iii) Own shares held by The Rightmove Employee Share Trust (EBT)
The Group put in place an employee benefit trust (EBT) a number of years ago. The EBT was sponsored and funded by the parent
Company at the time, which was Rightmove Group Limited. Whilst the Group has since been restructured under a new topco – the
Company Rightmove plc – the sponsorship of the trust was not changed and the EBT shares are held in the subsidiary Rightmove
Group Limited.
(iv) Own shares held by The Rightmove Share Incentive Plan Trust (SIP)
The Company established the Rightmove Share Incentive Plan Trust (SIP) in November 2014. 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) Own shares held by Treasury
The Company bought the Treasury shares in 2008 and these shares may be used to satisfy shareholder approved share-based
incentive awards.
(vi) 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. The NI on share-based payments in relation to the exercise of the
shares is charged to the income statement over the vesting period of the award.
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.
Financial instruments
Under IFRS 9, on initial recognition, a financial asset is classified and measured at: amortised cost, fair value through profit or loss
or fair value though other comprehensive income.
A financial asset is measured at amortised cost if it meets both of the following conditions: it is held within a business model whose
objective is to hold assets to collect contractual cash flows; and its contractual terms give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Under IFRS 9, trade receivables including contract assets, without a significant financing component, are classified and held at
amortised cost, being initially measured at the transaction price and subsequently measured at amortised cost less any
impairment loss.
Rightmove plc | Annual Report 2022 | 139
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
2 Significant accounting policies continued
The Group has elected to measure loss allowances for trade receivables and contract assets at an amount equal to lifetime
expected credit losses (‘ECLs’). Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between
the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive).
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The
Group assesses whether a financial asset is in default on a case-by-case basis when it becomes probable that the customer is
unlikely to pay its credit obligations. The gross carrying amount of a financial asset is written off when the Group has no reasonable
expectations of recovering a financial asset in its entirety or a portion thereof. For all customers, the Group individually makes an
assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery.
The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be
subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
When required, ECLs are adjusted to take into account macro-economic factors. At each reporting date, the Group assesses
whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more
events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Financial assets are derecognised when the rights to receive cash flows from the asset have expired or the Group has transferred
its rights to receive cash flows from the asset.
On initial recognition financial liabilities are measured fair value, they are classified and subsequently measured at amortised cost.
Financial liabilities measured at amortised cost include trade and other payables and lease liabilities.
Financial liabilities are derecognised when the obligation under the liability is discharged, cancelled or expires.
Segmental reporting
Rightmove has one reportable segment, being the consolidated result. Whilst the Chief Operating Decision Maker separately
monitors revenue for different business units they do not separately monitor business unit profit, operating costs, financial
income, financial expenses and income taxes for these areas of the business, instead monitoring this on a consolidated level.
The Group presents internal financial information that measures business performance to the Chief Executive Officer, who is the
Group’s Chief Operating Decision Maker. This information is used for the purpose of making decisions about resources to be
allocated and of assessing performance. This financial information includes information on revenue performance and specific
monitoring of trade receivable levels for each of the following business units:
• Agency which provides resale and lettings property advertising services on Rightmove’s platforms;
• New Homes which provides property advertising services to new home developers and housing associations on Rightmove’s
platforms; and
• Other which comprises Overseas and Commercial property advertising services; non-property advertising services which
include our Third-Party advertising and Data Services; and the new mortgages business.
All revenues in all periods are derived from third parties. The disaggregated revenue is included within Note 4.
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 fees and bank charges and the unwinding of the discount on provisions and lease liabilities.
Taxation
Income tax on the results for the year comprises current and deferred tax. Income tax is recognised in the income statement
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.
140 | Rightmove plc | Annual Report 2022
2 Significant accounting policies continued
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 the parent Company
is able to control the reversal and it is probable that the temporary difference will 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 at 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 the exercise of share-based incentives
is to include the income tax effect of the tax deduction in the income statement, up 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.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and it is the intention to settle these on a net basis.
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.
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.
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.
The majority of the Group’s 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, including contract assets.
Further details of these are given in Note 24.
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.
Rightmove plc | Annual Report 2022 | 141
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
3 Risk and capital management continued
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 179 days (2021: 252 days).
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% (2021: 98%) of the Group’s purchases are sterling denominated, accordingly it has no
significant currency risk.
(ii) Interest rate risk
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, other than intercompany
payables with its subsidiary Rightmove Group Limited.
Capital management
The Board’s 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 underlying profit. The Board has adopted this policy in order to align shareholder returns with the underlying growth
achieved in the profitability of the Company.
The capacity of the Company 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 £405,026,000 (2021: £409,696,000) as set out in the Company statement of changes in
shareholders’ equity. The Group has cash and money market deposits at 31 December 2022 of £40,136,000 (2021: cash of
£47,988,000), the majority of which is held by the principal operating subsidiary, Rightmove Group Limited. The Company is
well positioned to fund its future dividends given the strong cash generative nature of the business. In 2022, cash generated
from operating activities was £244,166,000 (2021: £236,836,000) representing an operating cash conversion rate of 101%
(2021: 105%) – where operating cash conversion is defined as the cashflow from operating activities divided by the operating
profit for the year.
(ii) Share buybacks
The Company purchases its own shares in the market; the timing of which depends on available free cash flow and market
conditions. In 2022, 22,277,147 (2021: 26,709,384) shares were bought back at an average price of £5.83 (2021: £6.53) and
were cancelled (Note 21).
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.
142 | Rightmove plc | Annual Report 2022
4 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 business units.
Year ended 31 December 2022
Revenue stream
Property products
Non-property products
Year ended 31 December 2021
Revenue stream
Property products
Non-property products
Agency
£000
New Homes
£000
Other
£000
Total
£000
247,310
–
52,588
–
17,254
15,470
317,152
15,470
247,310
52,588
32,724
332,622
Agency
£000
New Homes
£000
224,490
–
50,026
–
Other
£000
14,211
16,159
Total
£000
288,727
16,159
224,490
50,026
30,370
304,886
Geographic information
In presenting information on the basis of geography, revenue and assets reflect the geographical location of customers.
Group
UK
Rest of the world
2022
2021
Revenue
£000
Trade receivables
£000
Revenue
£000
Trade receivables
£000
327,188
5,434
20,880
29
300,056
4,830
332,622
20,909
304,886
17,876
54
17,930
Contract balances
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 trade 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.
The following table provides information about contract assets and contract liabilities from contracts with customers:
Contract balances as at 31 December 2021
Performance obligations satisfied in previous years
Performance obligations satisfied in the current year
Accrued/(deferred) during the year
Contract balances as at 31 December 2022
Contract
assets
£000
120
(120)
–
454
454
Contract
liabilities
£000
(2,633)
–
2,623
(2,315)
(2,325)
Rightmove plc | Annual Report 2022 | 143
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
5 Operating profit
Operating profit is stated after charging:
Employee benefits
Depreciation of property, plant and equipment
Amortisation of intangibles
Trade receivables impairment charge
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
Note
6
12
13
24
2022
£000
45,474
3,504
1,082
733
2022
£000
140
310
450
40
10
50
2021
£000
37,974
3,448
991
260
2021
£000
53
235
288
25
2
27
There were no other fees payable to EY LLP (2021: there were no other fees payable to KPMG LLP).
6 Employee numbers and costs
The average number of persons employed (including executive directors) during the year, analysed by category, was as follows:
Number of employees
Administration
Management
2022
606
41
647
2021
526
46
572
The average number of employees in the parent Company were 10 (2021: 10), including six non-executive directors (2021: six) and
four employees within management roles (2021: four).
The aggregate payroll costs of these persons were as follows:
Group
Company
Wages and salaries
Social security costs
Pension costs
Share-based payments cost (Note 23)
2022
£000
38,396
5,111
1,967
45,474
4,069
2021
£000
32,353
4,006
1,615
37,974
4,865
Total
49,543
42,839
144 | Rightmove plc | Annual Report 2022
2022
£000
1,593
264
48
1,905
846
2,751
2021
£000
1,655
241
46
1,942
1,057
2,999
6 Employee numbers and costs continued
Wages and salaries include £15,927,000 (2021: £11,807,000) relating to the product development and technology teams; these
teams spend a proportion of their time on research and development activities, including innovation of our product proposition
and enhancements to the Rightmove platforms, as well as on routine maintenance of the platforms. Social security costs only
include the national insurance on wages and salaries; the national insurance credit of £110,000 (2021: charge of £942,000)
relating to NI on share-based incentives is included within the share-based payments cost shown above.
7 Financial income
Interest income on cash and cash equivalents
Interest income on money market deposits
8 Financial expenses
Other interest payable
Interest unwind on lease liabilities
9 Income tax expense
Current tax expense
Current year
Adjustment to current tax charge in respect of prior years
Deferred tax (Note 15)
Origination and reversal of temporary differences
Adjustment to deferred tax in respect of prior years
Increase in tax rate at which deferred tax is being recognised
Total income tax expense
2022
£000
337
44
381
2022
£000
219
223
442
2022
£000
2021
£000
17
3
20
2021
£000
198
273
471
2021
£000
46,041
102
42,307
113
46,143
42,420
(195)
(85)
(262)
(542)
(113)
175
73
135
45,601
42,555
Rightmove plc | Annual Report 2022 | 145
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
9 Income tax expense continued
Income tax credit recognised directly in equity
Current tax
Share-based incentives
Deferred tax
Share-based incentives
Increase in tax rate at which deferred tax is being recognised
Total income tax charge/(credit) recognised directly in equity
2022
£000
2021
£000
(28)
(609)
1,180
68
1,248
1,220
(260)
(59)
(319)
(928)
Total income tax recognised directly in equity in respect of the Company was a charge of £123,000 (2021: a credit of £211,000).
Reconciliation of effective tax rate
The Group’s consolidated effective tax rate for the year ended 31 December 2022 is 18.9% (2021: 18.9%) which is lower than
(2021: lower than) the standard rate of corporation tax in the UK due to the items shown below:
Profit before tax
Current tax at 19.0% (2021: 19.0%)
(Increase)/reduction in tax rate at which deferred tax is being provided
Net (non-taxable income) /non-deductible expenses
Adjustment to deferred tax charge in respect of prior years
Adjustment to current tax charge in respect of prior years
Difference between the current and deferred tax rates
2022
£000
2021
£000
241,282
225,649
45,844
(262)
16
(85)
102
(14)
42,873
73
(654)
175
113
(25)
45,601
42,555
Factors affecting future tax charge
The increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021.
This will increase the Company’s future current tax charge accordingly. The deferred tax at 31 December 2022 has been calculated
based on these rates, reflecting the expected timing of reversal of the related temporary differences (Note 15).
10 Earnings per share (EPS)
Year ended 31 December 2022
Profit for the year and EPS
Underlying profit and underlying EPS
Year ended 31 December 2021
Profit for the year and EPS
Underlying profit and underlying EPS
146 | Rightmove plc | Annual Report 2022
£000
Basic
Diluted
Pence per share
195,681
198,751
183,094
186,815
23.4
23.8
21.3
21.8
23.4
23.7
21.3
21.7
10 Earnings per share (EPS) continued
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
Weighted effect of own shares purchased for cancellation
Weighted effect of share-based incentives exercised
Weighted effect of shares purchased
Issued ordinary shares at 31 December less ordinary shares
held by treasury, SIP and the EBT
2022
Number of shares
2021
Number of shares
857,732,814
(12,480,472)
(9,977,584)
144,448
(99,344)
884,234,565
(13,285,490)
(12,603,891)
436,477
(11,640)
835,319,862
858,770,021
Weighted average number of ordinary shares (diluted)
In calculating diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially
dilutive shares. The Group’s potentially dilutive instruments are in respect of share-based incentives granted to employees.
Weighted average number of ordinary shares (basic)
Dilutive impact of share-based incentives outstanding
2022
Number of shares
2021
Number of shares
835,319,862
2,185,506
858,770,021
1,511,725
837,505,368
860,281,746
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 during the period which the share-based incentives were outstanding.
11 Dividends
Dividends declared and paid by the Company were as follows:
2020 final dividend paid
2021 interim dividend paid
2021 final dividend paid
2022 interim dividend paid
Unclaimed dividends returned
Net dividends included in the statement of cash flows
2022
2021
Pence per share
£000
Pence per share
–
–
4.8
3.3
8.1
–
–
–
–
40,312
27,393
67,705
(26)
67,679
4.50
3.00
–
–
7.5
–
–
£000
38,900
25,594
–
–
64,494
(47)
64,447
After the reporting date, a final dividend of 5.2p (2021: 4.8p) per qualifying ordinary share, being £42,911,000 (2021: £40,403,000),
was proposed by the Board of Directors. The final dividend will be paid, subject to shareholder approval, on 26 May 2023.
The 2021 final dividend of £40,312,000 (4.8p per qualifying share) was paid on 27 May 2022. It was £91,000 lower than that
reported in the 2021 annual accounts due to a decrease in the ordinary shares entitled to a dividend between 25 February 2022
and the interim dividend record date of 29 April 2022.
The 2022 interim dividend paid on 28 October 2022 was £27,393,000, being £407,000 lower than that reported in the 2022
Half-Year report of £27,800,000. This was due to a decrease in the number of ordinary shares entitled to a dividend between
30 June 2022 and the interim dividend record date of 30 September 2022.
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.
Rightmove plc | Annual Report 2022 | 147
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
12 Property, plant and equipment
Group
Cost
At 1 January 2022
Additions
Leased asset additions
Disposal
Office
equipment,
fixtures &
fittings
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles*
£000
1,080
488
–
(60)
12,587
347
–
(518)
1,115
–
–
2
2,389
–
343
2
Land &
buildings*
£000
14,834
–
765
(555)
Total
£000
32,005
835
1,108
(1,129)
At 31 December 2022
15,044
1,508
12,416
1,117
2,734
32,819
Depreciation
At 1 January 2022
Charge for year
Disposal
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
Group
Cost
At 1 January 2021
Additions
Leased asset additions
Modification of leased assets
At 31 December 2021
Depreciation
At 1 January 2021
Charge for year
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
(6,106)
(1,722)
555
(947)
(134)
60
(10,721)
(1,054)
518
(710)
(75)
(2)
(1,531)
(519)
(2)
(20,015)
(3,504)
1,129
(7,273)
(1,021)
(11,257)
(787)
(2,052)
(22,390)
7,771
8,728
487
133
1,159
1,866
330
405
682
858
10,429
11,990
Office
equipment,
fixtures &
fittings
£000
Land &
buildings*
£000
Computer
equipment
£000
Leasehold
improvements
£000
Motor
vehicles*
£000
14,634
–
–
200
1,074
6
–
–
11,893
694
–
–
1,115
–
–
–
1,703
–
686
–
Total
£000
30,419
700
686
200
14,834
1,080
12,587
1,115
2,389
32,005
(4,531)
(1,575)
(802)
(145)
(9,566)
(1,155)
(588)
(122)
(1,080)
(451)
(16,567)
(3,448)
(6,106)
(947)
(10,721)
(710)
(1,531)
(20,015)
8,728
10,103
133
272
1,866
2,327
405
527
858
11,990
623
13,852
* Land & Buildings and Motor Vehicles are Right of Use assets held under leasing arrangements accounted for in accordance with IFRS16. Further disclosure is in Note 19.
The Company had no property, plant or equipment in either year.
148 | Rightmove plc | Annual Report 2022
13 Intangible assets
Group
Cost
At 1 January 2022
Additions
Disposal
At 31 December 2022
Amortisation
At 1 January 2022
Charge for year
Disposed in the year
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
Group
Cost
At 1 January 2021
Additions
At 31 December 2021
Amortisation
At 1 January 2021
Charge for year
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
Goodwill
£000
16,516
–
–
Computer
software
£000
Customer
relationships
£000
7,386
2,015
(838)
4,521
–
–
Total
£000
28,423
2,015
(838)
16,516
8,563
4,521
29,600
–
–
–
–
(6,264)
(630)
838
(1,018)
(452)
–
(7,282)
(1,082)
838
(6,056)
(1,470)
(7,526)
16,516
2,507
3,051
22,074
16,516
1,122
3,503
21,141
Goodwill
£000
16,516
–
16,516
–
–
–
Computer
software
£000
Customer
relationships
£000
Total
£000
7,367
19
7,386
(5,726)
(538)
4,521
–
28,404
19
4,521
28,423
(565)
(453)
(6,291)
(991)
(6,264)
(1,018)
(7,282)
16,516
16,516
1,122
1,641
3,503
3,956
21,141
22,113
The Company had no intangible assets in either year.
Impairment testing for cash-generating units containing goodwill
The goodwill comprises £14.1m recognised on the acquisition of Rightmove Landlord & Tenant Services Limited in 2019; a further
£1.7m arising on the acquisition of The Outside View Analytics Limited in May 2016; and £0.7m of purchased goodwill arising
pre-transition to IFRS.
Management performed the annual impairment test. For the purposes of impairment testing, goodwill is allocated to the Group’s
lowest cash generating unit which is the Agency only business unit. The calculations used in the cash flow projections are based on
the latest three-year business plan which includes revenue per business unit, which has been updated to reflect the most recent
developments as at the reporting date. An allocation of costs is then estimated for impairment testing purposes in accordance
with IAS 36. The impairment test looked at cash flows over the coming five years. The key assumptions used were the long-term
growth rate for years outside of the three-year business plan of 5% (2021: 3%), and the pre-tax discount rate used of 10%
(2021: 10%). The result of the impairment testing is that the recoverable amount was significantly higher than the carrying
amount and there is no impairment. This result is not sensitive to any reasonable possible changes in the key assumptions used.
Rightmove plc | Annual Report 2022 | 149
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
14 Investments
The subsidiaries of the Group as at 31 December 2022 were as follows:
Company
Rightmove Group Limited
Rightmove Financial Services Limited
Rightmove Landlord and Tenant
Services Limited
Nature of business
Online property advertising
Online rental services
Rental referencing and
insurance services
Country of
incorporation
England and Wales
England and Wales
England and Wales
Holding
100%
100%
100%
Class of
shares
Ordinary
Ordinary
Ordinary
Trading
status
Trading
Trading
Trading
During the year, on 11 October 2022, Rightmove Property Services Limited – a dormant Company incorporated in England and
Wales – was struck off the Companies House register and dissolved.
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.
Company
Investment in subsidiary undertakings
At 1 January
Additions – subsidiary share-based payments charge
At 31 December
2022
£000
2021
£000
560,740
3,156
557,622
3,118
563,896
560,740
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 2006, 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 £3,156,000 (2021: £3,118,000) 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 99% of the Group’s trading operations. There was no impairment as at 31 December 2022 – the market
capitalisation of the Group was more than seven times greater than the Company’s investment in Rightmove Group Limited.
150 | Rightmove plc | Annual Report 2022
15 Deferred tax asset and deferred tax liability
Net deferred tax position
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Deferred tax asset
Deferred tax liability
At 31 December
Group
2022
£000
2,354
(894)
1,460
Group
2021
£000
3,135
(966)
2,169
Company
2022
£000
Company
2021
£000
478
–
478
481
–
481
The deferred tax asset and deferred tax liability are attributable to the following:
Deferred tax asset
At 1 January 2022
Adjustment in respect of prior year
Recognised in income
Recognised directly in equity
At 31 December 2022
At 1 January 2021
Adjustment in respect of prior year
Recognised in income
Recognised directly in equity
At 31 December 2021
Group
Property,
plant and
equipment
£000
Share-based
incentives
£000
2,576
–
654
(1,248)
1,982
2,066
–
191
319
2,576
419
–
(184)
–
235
381
10
28
–
419
Company
Share-based
incentives
£000
481
–
139
(142)
478
549
–
(24)
(44)
481
Provisions
£000
140
77
(80)
–
Total
£000
3,135
77
390
(1,248)
137
2,354
396
(175)
(81)
–
2,843
(165)
138
319
140
3,135
The decrease in the deferred tax asset at 31 December 2022 is mostly driven by the decrease in the deferred tax in relation to
the share-based incentives, which reflected a decrease in the share price during the year to £5.11 from £7.95 in 2021 (more than
offsetting the increase in the rate at which deferred tax was recognized).
Deferred tax liability
Group
At 1 January
Prior year adjustment
Recognised in income
At 31 December
Intangibles 2022
£000
Intangibles 2021
£000
(966)
7
65
(894)
(859)
(10)
(97)
(966)
The decrease in the deferred tax liability as at 31 December 2022 is due to amortization.
The deferred tax as at 31 December 2022 has been calculated at the average rate of 24% (2021:21%) which represents the
average rate at which the assets and liabilities are expected to reverse in the future, based on substantively enacted UK tax rates.
Rightmove plc | Annual Report 2022 | 151
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
16 Trade and other receivables
Group
Trade receivables
Less provision for impairment of trade receivables
Net trade receivables
Prepayments
Interest receivable
Other debtors
Note
24
2022
£000
21,754
(845)
20,909
5,243
48
414
2021
£000
18,645
(715)
17,930
5,028
1
153
26,614
23,112
Exposure to credit and currency risks and expected credit losses relating to trade and other receivables are disclosed in Note 24.
The Company had no trade and other receivables in either year.
17 Cash and deposits
Group
Cash and cash equivalents
Money market deposits
2022
£000
35,089
5,047
2021
£000
42,985
5,003
40,136
47,988
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 0.9% (2021: 0.0%). The cash and cash equivalents balance included £237,000 (2021: £89,000)
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 0.9% (2021: 0.1%).
The company had cash and cash equivalents of £408 during the year (2021: £468).
2022
£000
1,155
6,147
1,284
12,288
–
Group
Company
2021
£000
3,056
7,748
979
10,974
–
2022
£000
–
935
–
–
26,713
2021
£000
–
1,139
–
–
21,842
20,874
22,757
27,648
22,981
18 Trade and other payables
Trade payables
Trade accruals
Other creditors
Other taxation and social security
Inter-group payables
152 | Rightmove plc | Annual Report 2022
19 Leases
The Group leases assets, including land and buildings and motor vehicles, that are held within property, plant and equipment
(Note 12). 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 leased right of use assets
Net book value of right of use assets
At 1 January 2022
Additions
Depreciation charge
At 31 December 2022
At 1 January 2021
Additions
Lease modification
Depreciation charge
At 31 December 2021
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 income statement
Interest on lease liabilities
Expenses relating to short-term leases
Expenses relating to low-value asset leases (excluding short-term leases of low-value assets)
2022
£000
1,976
8,453
2021
£000
2,404
9,586
10,429
11,990
Property
£000
8,728
765
(1,722)
Vehicles
£000
858
343
(519)
Total
£000
9,586
1,108
(2,241)
7,771
682
8,453
10,103
–
200
(1,575)
623
686
–
(451)
10,726
686
200
(2,026)
8,728
858
9,586
2022
£000
2,558
7,522
–
2021
£000
2,398
8,828
432
10,080
11,658
2022
£000
2,327
7,242
9,569
2022
£000
223
281
28
532
2021
£000
2,177
8,832
11,009
2021
£000
273
204
22
499
Rightmove plc | Annual Report 2022 | 153
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
19 Leases continued
Amount recognised in the statement of cash flows
Total cash outflow for all leases
Reconciliation of movement of lease liabilities to cashflows
At 1 January
Payment of lease liabilities – capital
Payment of lease liabilities – interest
Total changes arising from cash flows
New leases net of provisions
Interest
Other movements
Total liability relating to other changes
Balance as at 31 December
2022
£000
2021
£000
2,940
2,464
2022
£000
11,009
(2,391)
(232)
(2,623)
962
223
(2)
1,183
9,569
2021
£000
12,310
(2,464)
–
(2,464)
886
273
4
1,163
11,009
20 Provisions
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 five years.
Dilapidations
provision
£000
Employee
provisions
£000
Contingent
consideration
£000
646
(60)
(5)
248
829
–
829
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total
£000
646
(60)
(5)
248
829
–
829
At 1 January 2022
Utilised during the year
Released during the year
Charged in the year
At 31 December 2022
Current
Non-current
154 | Rightmove plc | Annual Report 2022
20 Provisions continued
At 1 January 2021
Utilised during the year
Released during the year
Charged in the year
Reclassified in the year
At 31 December 2021
Current
Non-current
Dilapidations
provision
£000
Employee
provisions
£000
Contingent
consideration
£000
562
–
–
84
–
646
61
585
646
666
(666)
–
350
(350)
–
–
–
–
2,407
–
(2,407)
–
–
–
–
–
–
Total
£000
3,635
(666)
(2,407)
434
(350)
646
61
585
646
During the prior year 2021, the Group reclassified the accrual in relation to employee-related holiday pay, from provisions to be
shown as an accrual within Note 16 Trade and Other Payables. The provision for contingent consideration that arose of the
acquisition of Rightmove Landlord and Tenant Services Limited was released during the prior year on 30 June 2021 due to the
possibility of meeting the threshold performance criteria within the remaining timescales, to the end of 2021, being remote.
The Company had no provisions in either year.
21 Share capital
In issue ordinary shares
At 1 January
Purchase and cancellation
of shares
At 31 December
2022
2021
Amount
£000
Number
of shares
Amount
£000
Number
of shares
860
(22)
859,678,232
(22,277,147)
887
(27)
886,387,616
(26,709,384)
838
837,401,085
860
859,678,232
All issued shares are fully paid. The nominal value of a share is 0.1p. 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. Included within
shares in issue at 31 December 2022 are 1,375,963 (2021: 1,158,418) shares held by the EBT, 930,592 (2021: 787,000) shares
held by the SIP and 12,185,222 (2021: 12,480,472) shares held in Treasury.
In June 2007, the Company commenced a share buyback program to purchase its own ordinary shares. The total number of
shares bought back in 2022 was 22,277,147 (2021: 26,709,384) shares representing 2.7% (2021: 3.1%) 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 £129,981,000 (2021: £174,369,000). The maximum and
minimum prices paid were £6.89 (2021: £7.83) and £4.39 (2021: £5.52) per share respectively. The average price paid was
£5.83 (2021: £6.53). Costs incurred on purchase of own shares in relation to stamp duty charges and broker expenses were
£910,000 (2021: £1,224,000).
Rightmove plc | Annual Report 2022 | 155
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
22 Reconciliation of movement in capital and reserves
Group
Own shares held – £000
Own shares held as at 1 January 2021
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
EBT shares
reserve
£000
SIP shares
reserve
£000
(1,825)
(1,127)
1,127
273
–
(3,415)
(157)
(1,127)
560
32
Treasury
shares
£000
(6,312)
–
–
383
–
Total
£000
(11,552)
(1,284)
–
1,216
32
Own shares held as at 31 December 2021
(1,552)
(4,107)
(5,929)
(11,588)
Own shares held as at 1 January 2022
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
(1,552)
(2,216)
555
56
–
(4,107)
(682)
(555)
289
103
(5,929)
–
–
140
–
(11,588)
(2,898)
–
485
103
Own shares held as at 31 December 2022
(3,157)
(4,952)
(5,789)
(13,898)
Own shares held – number of shares
Own shares held as at 1 January 2021
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
EBT shares
reserve
1,395,476
148,147
(148,147)
(237,058)
–
Number of shares
SIP shares
reserve
757,575
20,278
148,147
(133,200)
(5,800)
Treasury
shares
13,285,490
–
–
(805,018)
–
Total
15,438,541
168,425
–
(1,175,276)
(5,800)
Own shares held as at 31 December 2021
1,158,418
787,000
12,480,472
14,425,890
Own shares held as at 1 January 2022
Shares purchased for share incentive plans
Shares transferred to SIP
Share-based incentives exercised in the year
SIP releases in the year
1,158,418
432,254
(99,476)
(115,233)
–
787,000
128,774
99,476
(63,893)
(20,765)
12,480,472
–
–
(295,250)
–
14,425,890
561,028
–
(474,376)
(20,765)
Own shares held as at 31 December 2022
1,375,963
930,592
12,185,222
14,491,777
156 | Rightmove plc | Annual Report 2022
22 Reconciliation of movement in capital and reserves continued
(a) EBT shares reserve (Group)
This reserve represents the cost of own shares acquired by the EBT less any exercises of share-based incentives.
At 31 December 2022, the EBT held 1,375,963 (2021: 1,158,418) ordinary shares in the Company, representing 0.2%
(2021: 0.1%) of the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the EBT
at 31 December 2022 was £7,031,000 (2021: £9,209,000).
(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 500 free shares with effect from 21 December 2022 (2021: 400), subject to a three-year service period. During the year
63,893 shares were exercised (2021: 133,200) and 20,765 shares (2021: 5,800) were released by the SIP in relation to good
leavers and retirees. 99,476 shares were transferred to the SIP reserve from the EBT (2021: 148,147).
At 31 December 2022, the SIP held 930,592 (2021: 787,000) ordinary shares in the Company, representing 0.1% (2021: 0.1%) of
the ordinary shares in issue (excluding shares held in treasury). The market value of the shares held in the SIP at 31 December 2022
was £4,755,000 (2021: £6,257,000).
(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. The market
value of the shares held in treasury at 31 December 2022 was £62,266,000 (2021: £99,220,000).
Other reserves
This represents the Capital Redemption Reserve in respect of own shares bought back and cancelled. The movement of £22,000
(2021: £27,000) is the nominal value of ordinary shares bought back and cancelled during the year.
Details of share buybacks and cancellation of shares are included in Note 21.
Retained earnings
The loss on the exercise of share-based incentives of £106,000 (2021: £482,000) is the difference between the value that the own
shares, held by the EBT, SIP and treasury, were originally acquired at and the exercise price at which share-based incentives were
exercised or released during the year.
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 (Note 14). The principal movement in other reserves for the year comprises £3,156,000 (2021: £3,118,000) in respect
of the share-based incentives charge for employees of Rightmove Group Limited. In addition, other reserves include £456,000
(2021: £434,000) of Capital Redemption Reserve. A movement of £22,000 (2021: £27,000) has been recorded in relation to the
nominal value of ordinary shares cancelled during the year.
Rightmove plc | Annual Report 2022 | 157
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
23 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 credit for the year relating to all awards was £110,000
(2021: a charge of £942,000). The share price at 31 December 2022 was £5.11 (2021: £7.95).
The Group recognised a total share-based payments charge for the year of £4,179,000 (2021: £3,923,000) with a Company
charge for the year of £879,000 (2021: £762,000), 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
Group
Company
2022
£000
336
464
2,356
830
193
4,179
2021
£000
336
424
2,015
826
322
3,923
2022
£000
7
464
401
7
–
879
NI on applicable share-based incentives at 13.8%
(110)
942
(33)
2021
£000
5
424
330
3
–
762
295
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 savings 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:
Grant date
30 September 2020
1 October 2021
30 September 2022
Share
price at
grant date
(pence)
Exercise
price
(pence)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
626.8
682.6
482.2
513.0
574.0
482.0
3.0
3.0
3.0
0.0
0.8
5.2
0.5
1.1
1.8
167.1
184.0
130.0
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.
158 | Rightmove plc | Annual Report 2022
23 Share-based payments continued
Group
Outstanding at 1 January
Granted
Lapsed
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2022
Weighted average
exercise price
Number
(pence)
Number
663,568
329,630
(41,739)
(59,391)
(112,242)
779,826
126,169
497.9
482.0
544.4
514.3
418.2
300.9
428.7
752,023
217,790
(62,222)
(42,012)
(202,011)
663,568
38,274
2021
Weighted average
exercise price
(pence)
442.9
574.0
380.5
563.9
376.9
497.9
389.0
The weighted average market value per ordinary share for Sharesave options exercised in 2022 was 538.3 pence
(2021: 668.1 pence). The Sharesave options outstanding at 31 December 2022 have an exercise price in the range of
389.0 pence to 574.0 pence (2021: 389.0 pence to 574.0 pence) and a weighted average contractual life of 2.1 years
(2021: 1.7 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.
241,089 PSP awards were made on 3 March 2022 (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 2022 – 31 December 2024).
The vesting on 3 March 2025 (vesting date) of 50% of the 2022 PSP award will be dependent on a relative TSR performance
condition measured over the three-year performance period and the vesting of the 50% of the 2022 PSP award will be dependent
on the satisfaction of an EPS growth target measured over the 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. 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
3 March 2021 (TSR dependent)(1)
3 March 2021 (EPS dependent)(1)
2 March 2022 (TSR dependent)(1)
2 March 2022 (EPS dependent)(1)
Share
price at
grant date
(pence)
584.0
584.0
684.6
684.6
Exercise
price
(pence)
Expected
volatility
(%)
Option life
(years)
Risk free
rate
(%)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
0.0
28.1
0.0
30.3
0.0
3.0
3.0
3.0
3.0
0.4
0.0
1.7
0.0
0.0
0.0
0.0
0.0
176.0
492.0
247.4
582.2
(1) For details of TSR and EPS performance conditions refer to the Directors’ Remuneration Report.
Expected volatility, which only impacts the fair value of the TSR element of the award, is estimated by considering historic average
share price volatility at the grant date. The risk-free rate is only used as an input to calculate the fair value of the TSR element of
the award. The PSP awards accrue dividends so there is no dividend yield used as an input to calculate the fair value. A discount
rate of 15% (2021:15.8%) was applied to the fair value at grant date to reflect the two-year holding period that applies post the
vesting period and the lack of liquidity during that period.
Rightmove plc | Annual Report 2022 | 159
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
23 Share-based payments continued
Group
Outstanding at 1 January
Granted
Dividends awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2022
Number
768,076
241,089
1,649
(310,746)
(16,738)
2021
Number
1,017,279
269,968
2,379
(248,185)
(273,365)
683,330
768,076
52,436
–
The weighted average market value per ordinary share for options exercised in 2022 was 655.4 pence (2021: 623.6 pence).
The weighted average exercise price was nil in both years. The PSP awards outstanding at 31 December 2022 have a weighted
average contractual life of 1.3 years (2021: 1.3 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 inputs used in the measurement of the fair value of the deferred share awards – which are initially calculated at the date on
which the potential DSP bonus is communicated to directors and senior management (the grant date) and are then updated at
the date of the actual award – are as follows:
Grant date
4 March 2020
3 March 2021
2 March 2022(2)
Share
price at
award date
(pence)
584.0
684.6
684.6
Award date
3 March 2021
2 March 2022(1)
10 March 2023(3)
Exercise
price
(pence)
Expected
term
(years)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
3.0
3.0
3.0
1.4
1.2
1.3
568.0
668.0
659.0
(1) Following the achievement of 84% of the 2021 internal performance targets, 505,024 nil cost shares were awarded to executives and senior management on
2 March 2022 (the award date) with the right to release the shares deferred until March 2024
(2) The share price and fair value are disclosed at grant date until the point that the award is made on 10 March 2023, at which point the valuation will be updated.
(3) Based on the 2022 internal performance targets, the Remuneration Committee determined that 71% of the maximum award in respect of the year will be made in
March 2023. The number of shares to be awarded will be determined based on the share price at the award date in March 2023.
160 | Rightmove plc | Annual Report 2022
23 Share-based payments continued
Group
Outstanding at 1 January
Awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2022
Number
697,179
505,524
(40,675)
(291,362)
2021
Number
881,577
329,380
(2,206)
(511,572)
870,666
697,179
78,643
–
The weighted average market value per ordinary share for deferred shares exercised in 2022 was 581.7 pence (2021: 660.6 pence).
The weighted average exercise price was nil in both years. The DSP awards outstanding at 31 December 2022 have a weighted
average contractual life of 0.8 years (2021: 1.4 years).
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 500 shares on 21 December 2022 (2021: 400 shares) 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
20 December 2020
20 December 2021
21 December 2022
Share
price at
grant date
(pence)
651.6
769.2
526.8
Exercise
price
(pence)
Option life
(years)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
3.0
3.0
3.0
0.0
0.0
0.0
651.6
769.2
526.8
The SIP awards accrue dividends, so there is no dividend yield input into the fair valuation calculation.
Group
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
2022
Number
759,050
334,000
(93,250)
(86,360)
2021
Number
748,050
236,000
(86,275)
(138,725)
913,440
759,050
213,000
148,500
Rightmove plc | Annual Report 2022 | 161
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
23 Share-based payments continued
The weighted average market value per ordinary share for SIP awards released and exercised in 2022 was 554.1 pence
(2021: 586.1 pence). The weighted average exercise price in both years was nil. The SIP options outstanding at 31 December
2022 have a weighted average contractual life of 2.3 years (2021: 0.9 years).
Restricted Share Plan (RSP)
The September 2022 award was for 332,778 nil cost shares, with one-third of the shares have a vesting period of three years and
two-thirds are subject to four years’ service period.
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.
The assumptions used in the measurement of the fair value at grant date of the RSP awards are as follows:
Grant date
6 March 2019
20 September 2022
20 September 2022
Group
Outstanding at 1 January
Awarded
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
Share
price at
grant date
(pence)
495.1
586.0
586.0
Exercise
price
(pence)
Option life
(years)
Dividend
yield
(%)
Fair value
per option
(pence)
0.0
0.0
0.0
3.0
3.0
4.0
1.3
1.4
1.5
476.0
562.0
553.0
2022
Number
211,323
332,778
–
–
2021
Number
244,937
–
–
(33,614)
544,101
211,323
211,323
–
No RSP options were exercised during the year. The weighted average market value per ordinary share for RSP awards exercised
in 2021 was 730.2 pence. The RSP options outstanding at 31 December 2022 have a weighted average contractual life of 3.4 years
(2021: 0.2 years).
162 | Rightmove plc | Annual Report 2022
24 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
16
16
4
16
17
17
2022
£000
20,909
48
454
414
35,089
5,047
2021
£000
17,930
1
120
153
42,985
5,003
61,961
66,192
The Company had no exposure to credit risk in either year. The trade receivables balance is spread across a large number of
different customers with no single debtor representing more than 4% of the total balance due (2021: 3%).
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was:
Group
UK
Rest of the world
Note
2022
£000
20,880
29
2021
£000
17,876
54
16
20,909
17,930
The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was:
Group
Property products
Other
Note
2022
£000
18,678
2,231
2021
£000
16,201
1,729
16
20,909
17,930
The Group’s most significant customer accounts for £745,606 (2021: £1,029,000) of net trade receivables as at 31 December
2022.
Rightmove plc | Annual Report 2022 | 163
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Notes continued
24 Financial instruments continued
Expected credit loss assessment
For the Group’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 or, for current debtors at risk of recovery. 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 to assess the expected credit loss, whilst
considering account external ratings, financial statements and other available information. 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,
including contract assets, from individual customers as at 31 December 2022. The reduction in the weighted-average loss rate in
2022 reflects the return to normal levels of recovery risk, following the heighted risk during 2021 due to the pandemic.
2022
Current
Past due 1 – 30 days
Past due 31 – 60 days
Past due 61 – 90 days
More than 91 days past due
2021
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
0.4%
1.3%
6.0%
9.7%
39.3%
14,367
4,430
1,378
511
1,523
22,209
(57)
(57)
(82)
(50)
(599)
(845)
No
No
No
No
No
Weighted-average
loss rate
Gross carrying
amount
£000
Loss
allowance
£000
Credit-impaired
0.7%
5.6%
9.0%
24.6%
70.6%
16,050
1,203
495
305
592
18,645
(110)
(67)
(45)
(75)
(418)
(715)
No
No
No
No
No
164 | Rightmove plc | Annual Report 2022
24 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
Charged during the year
Utilised during the year
At 31 December
Note
16
2022
£000
715
733
(603)
845
2021
£000
880
260
(425)
715
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, were:
Group
At 31 December 2022
Trade payables being non-derivative financial liabilities
At 31 December 2021
Trade payables being non-derivative financial liabilities
Undiscounted lease liabilities are presented in Note 19.
The Company had no derivative financial liabilities in either year.
Carrying
amount
£000
Contractual
cash flows
£000
6 months
or less
£000
1,155
(1,155)
(1,155)
3,056
(3,056)
(3,056)
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 2022 all the Group’s sales and more than 97.1% (2021: 98.2%) 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 2022 the Group had total cash of £35,089,000 (2021: £42,985,000) and money market deposits of £5,047,000
(2021: £5,003,000).
Fair values
The fair values of all financial instruments in both years are equal to the carrying values.
Rightmove plc | Annual Report 2022 | 165
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
Notes continued
25 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 £226,000 (2021: £238,000) under this agreement and at 31 December 2022 the unsecured inter-group loan
balance was £26,713,000 (2021: £21,842,000).
The dividends declared and paid by Rightmove Group Limited to the Company was £197,982,000 (2021: £267,211,000).
Rightmove Group Limited declared a dividend in specie of £555,000 (2021: £1,127,000), 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 an increase in
the carrying value of the investment of Rightmove Group Limited (refer to Note 14).
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 £223,000 (2021: £2,140,000) arising on the exercise of share-based
incentive awards. The total share-based payments charge in relation to the directors in office was £879,000 (2021: £754,000).
Key management personnel
The actual remuneration of the Directors, who are the key management personnel of the Group, is disclosed in the Directors’
Remuneration report. The contractual employee benefits are set out below in aggregate for each of the categories specified in
IAS 24 ‘Related Party Disclosures’.
Short-term employee benefits
Post-employment benefits
Share-based payments
26 Contingent liabilities
The Group and the Company had no contingent liabilities in either year.
2022
£000
1,940
28
879
2021
£000
1,964
26
762
27 Subsequent events
On 1 January 2023, the Company set up an Employee Benefit trust (EBT). Assets, by the way of 1,375,963 shares and £237,000 cash,
were transferred into the Company’s trust from the existing Employee Benefit Trust linked to the subsidiary Rightmove Group Limited.
The trust linked to Rightmove Group Limited was then closed. This had no impact on the consolidated Group position.
There were no other subsequent events, between 31 December 2022 and the reporting date, in either the Company or Group.
166 | Rightmove plc | Annual Report 2022
Advisers and shareholder information
Contacts
Chief Executive Officer:
Chief Financial Officer:
Company Secretary:
Website:
Peter Brooks-Johnson
Alison Dolan
Carolyn Pollard
https://plc.rightmove.co.uk
Financial calendar 2023
2022 full-year results
Final dividend record date
Annual General Meeting
Final dividend payment
Half-year results
3 March 2023
28 April 2023
5 May 2023
26 May 2023
28 July 2023
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
EY 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 Asset Services(1)
(1)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: shareholderenquiries@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.
Rightmove plc | Annual Report 2022 | 167
STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 168 | Rightmove plc | Annual Report 2022
Rightmove plc | Annual Report 2022
Rightmove plc | Annual Report 2022
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.
Strategic report
01 Contents
02 Highlights
04 Chair’s statement
06 Our business model
08 Our strategy
14 Chief Executive’s review
18
20 Financial review
23 Risk management
26
29
Key performance indicators
Principal risks and uncertainties
Going concern and viability
statement
Section 172 Statement – Working
with our stakeholders
35 Sustainability report
30
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
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Annual Report 2022